Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 03, 2015 | |
Entity Information [Line Items] | ||
Document Period End Date | Sep. 30, 2015 | |
Entity Registrant Name | REALOGY HOLDINGS CORP. | |
Entity Central Index Key | 1,398,987 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 146,705,506 | |
Realogy Group LLC [Member] | ||
Entity Information [Line Items] | ||
Entity Registrant Name | REALOGY GROUP LLC | |
Entity Central Index Key | 1,355,001 | |
Entity Filer Category | Non-accelerated Filer |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues | |||||
Gross commission income | $ 1,251 | $ 1,162 | $ 3,310 | $ 3,070 | |
Service revenue | 265 | 231 | 664 | 607 | |
Franchise fees | 103 | 96 | 269 | 251 | |
Other | 49 | 42 | 138 | 122 | |
Net revenues | [1],[2] | 1,668 | 1,531 | 4,381 | 4,050 |
Expenses | |||||
Commission and other agent-related costs | 855 | 795 | 2,262 | 2,099 | |
Operating | 381 | 340 | 1,089 | 1,016 | |
Marketing | 56 | 52 | 171 | 155 | |
General and administrative | 85 | 79 | 255 | 214 | |
Former parent legacy benefit, net | (14) | (2) | (15) | (1) | |
Restructuring Charges | 0 | (1) | 0 | (1) | |
Depreciation and amortization | 55 | 48 | 153 | 140 | |
Interest expense, net | 70 | 54 | 188 | 197 | |
Loss on the early extinguishment of debt | 0 | 0 | 0 | 27 | |
Other (income)/expense, net | (2) | (1) | (3) | (2) | |
Total expenses | 1,486 | 1,364 | 4,100 | 3,844 | |
Income before income taxes, equity in earnings and noncontrolling interests | 182 | 167 | 281 | 206 | |
Income tax expense | 74 | 71 | 116 | 88 | |
Equity in earnings of unconsolidated entities | (4) | (6) | (13) | (7) | |
Net income | 112 | 102 | 178 | 125 | |
Less: Net income attributable to noncontrolling interests | (2) | (2) | (3) | (3) | |
Net income attributable to Realogy Holdings and Realogy Group | $ 110 | $ 100 | $ 175 | $ 122 | |
Earnings per share attributable to Realogy Holdings: | |||||
Earnings Per Share, Basic | $ 0.75 | $ 0.68 | $ 1.19 | $ 0.84 | |
Earnings Per Share, Diluted | $ 0.74 | $ 0.68 | $ 1.18 | $ 0.83 | |
Weighted average common and common equivalent shares of Realogy Holdings outstanding: | |||||
Basic weighted average shares | 146.6 | 146 | 146.5 | 145.9 | |
Weighted Average Number of Shares Outstanding, Diluted | 148.1 | 147 | 148 | 147 | |
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $16 million and $39 million for the three and nine months ended September 30, 2015, respectively, and $13 million and $32 million for the three and nine months ended September 30, 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 $84 million and $228 million for the three and nine months ended September 30, 2015, respectively, and $79 million and $214 million for the three and nine months ended September 30, 2014, respectively. Such amounts are eliminated through the Corporate and Other line. |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 112 | $ 102 | $ 178 | $ 125 |
Currency translation adjustment | (3) | (3) | (3) | (1) |
Defined benefit pension plan - amortization of actuarial loss to periodic pension cost | 1 | 0 | 1 | 0 |
Other comprehensive loss, before tax | (2) | (3) | (2) | (1) |
Income tax expense related to items of other comprehensive income amounts | 1 | 0 | 1 | 0 |
Other comprehensive loss, net of tax | (3) | (3) | (3) | (1) |
Comprehensive income | 109 | 99 | 175 | 124 |
Less: comprehensive income attributable to noncontrolling interests | (2) | (2) | (3) | (3) |
Comprehensive income attributable to Realogy Holdings and Realogy Group | $ 107 | $ 97 | $ 172 | $ 121 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 567 | $ 313 |
Trade receivables (net of allowance for doubtful accounts of $20 and $27) | 171 | 116 |
Relocation receivables | 351 | 297 |
Deferred income taxes | 208 | 180 |
Other current assets | 134 | 120 |
Total current assets | 1,431 | 1,026 |
Property and equipment, net | 240 | 233 |
Goodwill | 3,603 | 3,477 |
Trademarks | 745 | 736 |
Franchise agreements, net | 1,445 | 1,495 |
Other intangibles, net | 322 | 341 |
Other non-current assets | 243 | 230 |
Total assets | 8,029 | 7,538 |
Current liabilities: | ||
Accounts payable | 147 | 128 |
Securitization obligations | 335 | 269 |
Due to former parent | 32 | 51 |
Current portion of long-term debt | 519 | 19 |
Accrued expenses and other current liabilities | 460 | 411 |
Total current liabilities | 1,493 | 878 |
Long-term debt | 3,378 | 3,891 |
Deferred income taxes | 479 | 350 |
Other non-current liabilities | 286 | 236 |
Total liabilities | $ 5,636 | $ 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 September 30, 2015 and December 31, 2014 | $ 0 | $ 0 |
Realogy Holdings common stock: $.01 par value; 400,000,000 shares authorized 146,723,561 shares outstanding at September 30, 2015 and 146,382,923 shares outstanding at December 31, 2014 | 1 | 1 |
Additional paid-in capital | 5,715 | 5,677 |
Accumulated deficit | (3,289) | (3,464) |
Accumulated other comprehensive loss | (38) | (35) |
Total stockholders' equity | 2,389 | 2,179 |
Noncontrolling interests | 4 | 4 |
Total equity | 2,393 | 2,183 |
Total liabilities and equity | $ 8,029 | $ 7,538 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 20 | $ 27 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares outstanding | 146,723,561 | 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 Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Activities | ||
Net income | $ 178 | $ 125 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 153 | 140 |
Deferred income taxes | 100 | 78 |
Amortization of deferred financing costs and discount | 13 | 13 |
Non-cash portion of the loss on the early extinguishment of debt | 0 | 21 |
Equity in earnings of unconsolidated entities | (13) | (7) |
Stock-based compensation | 40 | 32 |
Mark-to-market adjustments on derivatives | 26 | 17 |
Other adjustments to net income | (3) | 1 |
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | ||
Trade receivables | (56) | (53) |
Relocation receivables | (54) | (86) |
Other assets | (24) | (1) |
Accounts payable, accrued expenses and other liabilities | 52 | (4) |
Due to former parent | (19) | (3) |
Dividends received from unconsolidated entities | 7 | 1 |
Taxes paid related to net share settlement for stock-based compensation | (5) | (4) |
Other, net | 0 | 1 |
Net cash provided by operating activities | 395 | 271 |
Investing Activities | ||
Property and equipment additions | (60) | (49) |
Payments for acquisitions, net of cash acquired | (111) | (203) |
Change in restricted cash | 1 | 0 |
Other, net | (1) | (1) |
Net cash used in investing activities | (171) | (253) |
Financing Activities | ||
Repayments of term loan facility | (14) | (14) |
Repurchases of First and a Half Lien Notes | 0 | (397) |
Proceeds from issuance of Senior Notes | 0 | 450 |
Net change in securitization obligations | 67 | 29 |
Debt transaction costs | (1) | (41) |
Proceeds from exercise of stock options | 3 | 2 |
Other, net | (23) | (14) |
Net cash provided by financing activities | 32 | 15 |
Effect of changes in exchange rates on cash and cash equivalents | (2) | (1) |
Net increase in cash and cash equivalents | 254 | 32 |
Cash and cash equivalents, beginning of period | 313 | 236 |
Cash and cash equivalents, end of period | 567 | 268 |
Supplemental Disclosure of Cash Flow Information | ||
Interest payments (including securitization interest of $4 for both periods presented) | 165 | 197 |
Securitization Interest | 4 | 4 |
Income tax payments, net | $ 10 | $ 7 |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 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. Realogy through its subsidiaries is a global provider of residential real estate services. Neither Realogy Holdings, the indirect parent of Realogy Group, nor Realogy Intermediate, the direct parent company of Realogy Group, conducts any operations other than with respect to its respective direct or indirect ownership of Realogy Group. As a result, the consolidated financial positions, results of operations, comprehensive income and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same. The accompanying Condensed Consolidated Financial Statements include the financial statements of Realogy Holdings and Realogy Group. Realogy Holdings' only asset is its investment in the common stock of Realogy Intermediate, and Realogy Intermediate's only asset is its investment in Realogy Group. Realogy Holdings' only obligations are its guarantees of certain borrowings and certain franchise obligations of Realogy Group. All expenses incurred by Realogy Holdings and Realogy Intermediate are for the benefit of Realogy Group and have been reflected in Realogy Group's Condensed Consolidated Financial Statements. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with Article 10 of Regulation S-X. Interim results may not be indicative of full year performance because of seasonal and short-term variations. The Company has eliminated all material intercompany transactions and balances between entities consolidated in these financial statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and the related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates. In management's opinion, the accompanying Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary to present fairly Realogy Holdings and Realogy Group's financial position as of September 30, 2015 and the results of operations and comprehensive income for the three and nine months ended September 30, 2015 and 2014 and cash flows for the nine months ended September 30, 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 September 30, 2015 and for the three and nine month periods ended September 30, 2015 and 2014 have been reviewed by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Their reports, dated November 5, 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 September 30, 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) $ — $ 59 $ — $ 59 Deferred compensation plan assets (included in other non-current assets) 2 — — 2 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 (included in other non-current assets) 2 — — 2 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: September 30, 2015 December 31, 2014 Debt Carrying Estimated Carrying Estimated Senior Secured Credit Facility: Revolving Credit Facility $ — $ — $ — $ — Term Loan B Facility 1,858 1,854 1,871 1,834 7.625% First Lien Notes 593 622 593 633 9.00% First and a Half Lien Notes 196 207 196 215 3.375% Senior Notes 500 498 500 500 4.50% Senior Notes 450 447 450 449 5.25% Senior Notes 300 305 300 291 Securitization obligations 335 335 269 269 _______________ (a) The fair value of the Company's indebtedness is categorized as Level I. Investment in PHH Home Loans 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. In connection with the joint venture, the Company recorded equity earnings related to its investment in PHH Home Loans of $3 million and $11 million for the three and nine months ended September 30, 2015 , respectively, and equity earnings related to its investment in PHH Home Loans of $4 million and $5 million for the three and nine months ended September 30, 2014 , respectively. The Company received $5 million in cash dividends from PHH Home Loans during the nine months ended September 30, 2015 compared to no cash dividends during the same period in 2014 . The Company's investment in PHH Home Loans is $60 million at September 30, 2015 and $54 million at December 31, 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 an expense of $74 million and $71 million for the three months ended September 30, 2015 and September 30, 2014 , respectively, and $116 million and $88 million for the nine months ended September 30, 2015 and September 30, 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 September 30, 2015 , the Company had outstanding foreign currency forward contracts with a fair value of less than $1 million and a notional value of $31 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 additional interest rate swaps, each with a notional value of $200 million , which commenced 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 September 30, 2015 December 31, 2014 Interest rate swap contracts Other non-current liabilities $ 59 $ 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Interest rate swap contracts Interest expense $ 16 $ (3 ) $ 27 $ 19 Foreign exchange contracts Operating expense — (2 ) (1 ) (2 ) 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 $9 million and $10 million at September 30, 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 nine months ended September 30, 2015 and September 30, 2014 included $13 million and $6 million , respectively, in capital lease additions, which resulted in non-cash additions to property and equipment, net and other non-current liabilities. Defined Benefit Pension Plan The net periodic pension cost for the three months ended September 30, 2015 was less than $1 million and was comprised of interest cost and amortization of actuarial loss of $2 million mostly offset by a benefit of $2 million for the expected return on assets. The net periodic pension benefit for the three months ended September 30, 2014 was less than $1 million and was comprised of a benefit of $2 million for the expected return on assets mostly offset by interest cost and amortization of actuarial loss of $2 million . The net periodic pension cost for the nine months ended September 30, 2015 was less than $1 million and was comprised of interest cost and amortization of actuarial loss of $6 million mostly offset by a benefit of $6 million for the expected return on assets. The net periodic pension benefit for the nine months ended September 30, 2014 was less than $1 million and was comprised of a benefit of $6 million for the expected return on assets mostly offset by interest cost and amortization of actuarial loss of $6 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 April 2015, the Financial Accounting Standards Board (the “FASB”) issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs , requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Currently, debt issuance costs are recognized as deferred charges and recorded as other assets. The amendments in this ASU will be effective for the Company’s fiscal year beginning January 1, 2016 and subsequent interim periods, with earlier adoption permitted. Upon adoption, the Company must apply the new guidance retrospectively to all prior periods presented in the financial statements. The Company had debt issuance costs of $45 million and $55 million as of September 30, 2015 and December 31, 2014, respectively, included in other assets. The Company plans to early adopt this ASU for the year ended December 31, 2015 and will apply its provisions retrospectively. Adoption of the ASU will result in the reclassification of debt issuance costs from deferred financing costs in other assets to a reduction in the carrying amount of the related debt liability within the Company’s consolidated balance sheets. The debt issuance costs related to our revolving credit facilities, including securitization obligations, of $4 million and $5 million as of September 30, 2015 and December 31, 2014, respectively, will remain classified as a deferred asset within other assets as is permitted by the ASU. In May 2014, the FASB and IASB issued a converged standard on revenue recognition that will have an effect on most companies to some extent. The objective of the revenue standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and the timing of revenue recognition. The new standard, as initially released, would be effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 and early adoption would not be permitted. In July 2015, the FASB deferred the effective date of the new revenue standard by one year resulting in the new revenue standard being effective for fiscal years and interim periods beginning after December 15, 2017 and allowing entities to adopt one year earlier if they so elect. The Company is currently evaluating the impact of the standard on its consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS 2015 Acquisitions During the nine months ended September 30, 2015, the Company acquired seven real estate brokerage related operations through its wholly owned subsidiary, NRT, including a large franchisee of the Real Estate Franchise segment, for aggregate cash consideration of $80 million and established $10 million of liabilities related to contingent consideration and other acquisition related liabilities. These acquisitions resulted in goodwill of $79 million , pendings and listings of $7 million , other intangibles of $1 million , other assets of $6 million and other liabilities of $3 million . During the nine months ended September 30, 2015, the Company acquired two title and settlement operations through its wholly owned subsidiary, TRG, for cash consideration of $33 million and established $37 million of liabilities related to contingent consideration. These acquisitions resulted in goodwill of $47 million , trademarks of $9 million , pendings and listings of $7 million , other intangibles of $5 million , title plant shares of $1 million and other assets of $1 million . None of the 2015 acquisitions were significant to the Company’s results of operations, financial position or cash flows individually or in the aggregate. 2014 Acquisitions In August 2014, the Company acquired all of the outstanding shares of common stock of ZipRealty, Inc., (“ZipRealty”) for a cash purchase price of $167 million . The Company acquired ZipRealty's residential brokerage operations with 23 offices across the United States and its integrated real estate technology platform. The estimated fair values of the assets acquired and liabilities assumed resulted in goodwill of $92 million , software and fixed assets of $18 million , deferred tax assets of $46 million , customer relationships intangibles of $1 million , pendings and listings of $3 million , other intangibles of $7 million , other assets of $6 million and other liabilities of $6 million . During the year ended December 31, 2014, in addition to the ZipRealty acquisition discussed above, NRT acquired sixteen real estate brokerage and property management operations, for cash consideration of $44 million and established $19 million of liabilities related to contingent consideration. These acquisitions resulted in goodwill of $45 million , trademarks of $4 million , pendings and listings of $4 million , other intangibles of $8 million , other assets of $3 million and other liabilities of $1 million . During the year ended December 31, 2014, the Company acquired three title and settlement operations through its wholly owned subsidiary, TRG, for cash consideration of $6 million . These acquisitions resulted in goodwill of $5 million and pendings and listings of $1 million . None of the 2014 acquisitions were significant to the Company’s results of operations, financial position or cash flows individually or in the aggregate. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 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 Franchise Services Company Owned Brokerage Services Relocation Services Title and Settlement Services Total Company 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 — 79 — 47 126 Balance at September 30, 2015 $ 2,292 $ 826 $ 360 $ 125 $ 3,603 Intangible assets are as follows: As of September 30, 2015 As of December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable—Franchise agreements (a) $ 2,019 $ 574 $ 1,445 $ 2,019 $ 524 $ 1,495 Unamortizable—Trademarks (b) $ 745 $ 745 $ 736 $ 736 Other Intangibles Amortizable—License agreements (c) $ 45 $ 8 $ 37 $ 45 $ 7 $ 38 Amortizable—Customer relationships (d) 530 277 253 530 256 274 Unamortizable—Title plant shares (e) 11 11 10 10 Amortizable—Pendings and listings (f) 8 8 — 2 2 — Amortizable—Other (g) 31 10 21 25 6 19 Total Other Intangibles $ 625 $ 303 $ 322 $ 612 $ 271 $ 341 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily 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 Nine Months Ended 2015 2014 2015 2014 Franchise agreements $ 17 $ 17 $ 50 $ 50 License agreements — — 1 1 Customer relationships 7 9 21 28 Pendings and listings 8 3 14 6 Other 1 — 4 1 Total $ 33 $ 29 $ 90 $ 86 Based on the Company’s amortizable intangible assets as of September 30, 2015 , the Company expects related amortization expense for the remainder of 2015 , the four succeeding years and thereafter to be approximately $26 million , $99 million , $95 million , $94 million , $93 million and $1,349 million , respectively. |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 9 Months Ended |
Sep. 30, 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: September 30, 2015 December 31, 2014 Accrued payroll and related employee costs $ 125 $ 120 Accrued volume incentives 32 32 Accrued commissions 41 21 Deferred income 66 73 Accrued interest 39 44 Contingent consideration for acquisitions 26 10 Other 131 111 $ 460 $ 411 |
Short And Long Term-Debt
Short And Long Term-Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Short And Long-Term Debt | SHORT AND LONG-TERM DEBT Total indebtedness is as follows: September 30, 2015 December 31, 2014 Senior Secured Credit Facility: Revolving Credit Facility $ — $ — Term Loan B Facility 1,858 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 & Long-Term Debt $ 3,897 $ 3,910 Securitization Obligations: Apple Ridge Funding LLC $ 325 $ 255 Cartus Financing Limited 10 14 Total Securitization Obligations $ 335 $ 269 Indebtedness Table As of September 30, 2015 , the total capacity, outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows: Interest Expiration Total Outstanding Available Senior Secured Credit Facility: Revolving Credit Facility (1) (2) March 2018 $ 475 $ — $ 475 Term Loan B Facility (3) March 2020 1,872 1,858 — First Lien Notes (1) 7.625% January 2020 593 593 — First and a Half Lien Notes 9.00% January 2020 196 196 — Senior Notes 3.375% May 2016 500 500 — Senior Notes 4.50% April 2019 450 450 — Senior Notes 5.25% December 2021 300 300 — Securitization obligations: (4) Apple Ridge Funding LLC (5) June 2016 375 325 50 Cartus Financing Limited (6) August 2016 38 10 28 Total (7) $ 4,799 $ 4,232 $ 553 _______________ (1) See Note 11, "Subsequent Events" for a description of the October 2015 amendment of the Senior Secured Revolving Credit Facility and entry into a new Senior Secured Term Loan A Facility. The net proceeds of the Term Loan A Facility together with revolver borrowings were used to discharge the First Lien Notes in October 2015. As of November 3, 2015 , after giving effect to the amendment of the facility, the Company had no outstanding borrowings on the Revolving Credit Facility, leaving $815 million of available capacity. (2) Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2015 were 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 $1,872 million Term Loan B, less a discount of $14 million . There is 1% per annum amortization of principal. The interest rate with respect to the Term Loan B 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) In June 2015, Realogy Group amended the existing Apple Ridge Funding LLC securitization program utilized by Cartus. The capacity under the facility was temporarily increased from $325 million to $375 million from June 2015 until October 2015, at which time the capacity was reduced to $325 million . (6) Consists of a £20 million revolving loan facility and a £5 million working capital facility. (7) Not included in this table, the Company had $135 million of outstanding letters of credit at September 30, 2015 , of which $53 million was under the synthetic letter of credit facility with a rate of 4.25% and $82 million was under the unsecured letter of credit facility with a rate of 2.98% . Maturities Table As of September 30, 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 $ 5 2016 519 2017 19 2018 19 2019 469 Senior Secured Credit Facility The senior secured credit agreement, as amended and in effect as of September 30, 2015 (the "Amended and Restated Credit Agreement") provides for: (a) a Term Loan B Facility initially issued in the aggregate principal amount of $1,905 million with a maturity date of March 5, 2020. The Term Loan B Facility has quarterly amortization payments totaling 1% per annum of the $1,905 million of Term Loan B principal. The interest rate with respect to the Term Loan B Facility is based on, at Realogy Group's option, adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75% ) or ABR plus 2.00% (with an ABR floor of 1.75% ); and (b) 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 capacity of the synthetic letter of credit facility is reduced by 1% per annum. As of September 30, 2015 , the capacity under the synthetic letter of credit facility was $54 million and the facility was being utilized for a $53 million letter of credit with Cendant for potential contingent obligations. The Amended and Restated Credit Agreement permits the Company to obtain up to $500 million of additional credit facilities from lenders reasonably satisfactory to the administrative agent and us, without the consent of the existing lenders under the new senior secured credit facility, plus an unlimited amount if Realogy Group's senior secured leverage ratio is less than 3.50 to 1.00 on a pro forma basis. Subject to certain restrictions, the Amended and Restated Credit Agreement also permits us to issue senior secured or unsecured notes in lieu of any incremental facility. The obligations under the Amended and Restated Credit Agreement are secured to the extent legally permissible by substantially all of the assets of Realogy Group, Realogy Intermediate and all of their domestic subsidiaries, other than certain excluded subsidiaries. Realogy Group’s Amended and Restated Credit Agreement contains financial, affirmative and negative covenants and requires Realogy Group to maintain a senior secured leverage ratio, not to exceed 4.75 to 1.00 , and pursuant to the October 2015 amendment discussed in Note 11, "Subsequent Events," the leverage ratio is tested quarterly, commencing with the period ended September 30, 2015, regardless of the amount of borrowings outstanding, and letters of credit issued, under the revolver at the testing date. In this report, the Company refers to the term "Adjusted EBITDA" to mean EBITDA as so defined for purposes of determining compliance with the senior secured leverage covenant. The senior secured leverage ratio measured at any applicable quarter end is Realogy Group's total senior secured net debt divided by the trailing twelve month adjusted EBITDA. Total senior secured net debt does not include the 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 September 30, 2015 , Realogy Group’s senior secured leverage ratio was 2.36 to 1.00 . See Note 11, "Subsequent Events" for a description of the October 2015 amendment to the Amended and Restated Credit Agreement, pursuant to which the borrowing capacity under the Revolving Credit Facility was increased to $815 million . See Note 11, "Subsequent Events" for a description of the October 2015 Term Loan A Agreement, pursuant to which Realogy Group borrowed $435 million under a new Term Loan A Facility. First Lien Notes The First Lien Notes are senior secured obligations of Realogy Group and bore interest at a rate of 7.625% per annum. On October 23, 2015, Realogy Group issued a notice of redemption for all $593 million outstanding aggregate principal amount of the First Lien Notes and discharged its obligations under the related indenture. In connection with the redemption of the First Lien Notes and related discharge of the indenture, Realogy Group deposited a total of $638 million with the trustee, which included the applicable redemption premium and accrued and unpaid interest on the First Lien Notes. The payment of the redemption price was funded with the net proceeds from the new Term Loan A Facility described above and revolver borrowings. First and a Half Lien Notes The First and a Half Lien Notes 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 new Term Loan A Facility. 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 Term Loan A Facility. See Note 11, "Subsequent Events" for a discussion of the Company's issuance of a notice of redemption to use cash on hand and revolver borrowings to repay the First and a Half Lien Notes on November 30, 2015. 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 an Unsecured Letter of Credit Facility to provide for the issuance of letters of credit required for general corporate purposes by the Company. In August 2015, the Company increased the capacity of the facility by $7 million from $81 million as of December 31, 2014 to $88 million . $27 million of capacity of the unsecured letter of credit facility expires in June 2017, $54 million of capacity expires in August 2017 and the remaining $7 million of capacity expires in September 2018. The fixed pricing to the Company is based on a spread above the credit default swap rate for senior unsecured debt obligations of the Company over the applicable letter of credit period. Realogy Group's obligations under the Unsecured Letter of Credit Facility are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility and Realogy Group's outstanding debt securities. As of September 30, 2015 , $82 million of the Facility is being utilized. Securitization Obligations Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program. In June 2015, Realogy Group extended the program until June 2016 and temporarily increased the capacity under the facility from $325 million to $375 million from June 2015 until October 2015, at which time the capacity was reduced to $325 million . At September 30, 2015 , Realogy Group has $325 million of outstanding borrowings under the facility. Realogy Group, through a special purpose entity known as Cartus Financing Limited, has agreements providing for a £20 million revolving loan facility and a £5 million working capital facility, both of which expire in August 2016. There are $10 million of outstanding borrowings on the facilities at September 30, 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 $338 million and $286 million of underlying relocation receivables and other related relocation assets at September 30, 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 and $4 million for the three and nine months ended September 30, 2015 , respectively and $1 million and $4 million for the three and nine months ended September 30, 2014 , respectively. 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 2.0% and 2.4% for the nine months ended September 30, 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 half of 2014, the Company recorded a loss on the early extinguishment of debt of $27 million and wrote off deferred financing costs of $3 million to interest expense during the nine months ended September 30, 2014 . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 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 is based upon the total stockholder return of Realogy's common stock relative to the total stockholder return of the SPDR S&P Homebuilders Index ("XHB") (the "RTSR award"), and the other is based upon the achievement of cumulative free cash flow goals. The number of shares that may be issued under the 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 the Company's common stock on the date of grant. The total number of shares authorized for issuance under the plans is 9.6 million shares. As of September 30, 2015 , the total number of shares available for future grants under the plans was 1.4 million shares. The fair value of restricted stock, restricted stock units and performance share units without a market condition is equal to the closing sale price of the Company's common stock on the date of grant. The fair value of the RTSR PSU award was estimated on the date of grant using the Monte Carlo Simulation method utilizing the following assumptions. Expected volatility was based on historical volatilities of the Company and select comparable companies. 2015 RTSR PSU Weighted average grant date fair value $ 41.08 Weighted average expected volatility 25.1 % Weighted average volatility of XHB 21.1 % Weighted average correlation coefficient 0.57 Weighted average risk-free interest rate 1.0 % Weighted average dividend yield — A summary of restricted stock, restricted stock unit and performance share unit activities for the nine months ended September 30, 2015 is presented below (number of shares in millions): Restricted Weighted Average Grant Date Fair Value Restricted Weighted Average Grant Date Fair Value Performance Share Units (b) Weighted Unvested at January 1, 2015 0.09 $ 27.14 0.74 $ 45.83 0.37 $ 46.63 Granted — — 0.62 46.52 0.43 44.69 Vested (a) — — (0.30 ) 45.83 — — Forfeited — — (0.02 ) 46.24 — — Unvested at September 30, 2015 0.09 $ 27.14 1.04 $ 46.21 0.80 $ 45.59 ______________ (a) The total fair value of restricted stock units which vested during the nine months ended September 30, 2015 was $14 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 Weighted average grant date fair value $ 17.66 Weighted average expected volatility 36.1 % Weighted average expected term (years) 6.25 Weighted average risk-free interest rate 1.6 % Weighted average dividend yield — A summary of stock option unit activity for the nine months ended September 30, 2015 is presented below (number of shares in millions): Options Weighted Average Exercise Price Outstanding at January 1, 2015 3.22 $ 30.02 Granted 0.18 46.45 Exercised (a) (b) (0.16 ) 21.31 Forfeited/Expired (0.03 ) 34.33 Outstanding at September 30, 2015 (c) 3.21 $ 31.31 ______________ (a) The intrinsic value of options exercised during the nine months ended September 30, 2015 was $4 million . (b) Cash received from options exercised during the nine months ended September 30, 2015 was $3 million . (c) Options outstanding at September 30, 2015 have an intrinsic value of $34 million and have a weighted average remaining contractual life of 6.9 years. Stock-Based Compensation Expense As of September 30, 2015 , based on current performance achievement expectations, there was $53 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 1.2 years . The Company recorded stock-based compensation expense related to the incentive equity awards of $14 million and $40 million for the three and nine months ended September 30, 2015 , respectively, and $11 million and $32 million for the three and nine months ended September 30, 2014 , respectively. |
Separation Adjustments, Transac
Separation Adjustments, Transactions With Former Parent And Subsidiaries And Related Parties | 9 Months Ended |
Sep. 30, 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 Realogy Group (then Realogy Corporation) separated from Cendant on July 31, 2006 (the "Separation"), pursuant to a plan by Cendant (now known as Avis Budget Group, Inc.) to separate into four independent companies— one for each of Cendant's business units—real estate services (Realogy), travel distribution services ("Travelport"), hospitality services, including timeshare resorts ("Wyndham Worldwide"), and vehicle rental ("Avis Budget Group"). Realogy Group has certain guarantee commitments with Cendant (pursuant to the assumption of certain liabilities and the obligation to indemnify Cendant, Wyndham Worldwide and Travelport for such liabilities). These guarantee arrangements primarily relate to certain contingent litigation liabilities, contingent tax liabilities, and other corporate liabilities, of which Realogy Group assumed and is generally responsible for 62.5% . Upon separation from Cendant, the liabilities assumed by Realogy Group were comprised of certain Cendant corporate liabilities which were recorded on the historical books of Cendant as well as additional liabilities which were established for guarantees issued at the date of Separation related to certain unresolved contingent matters that could arise during the guarantee period. Regarding the guarantees, if any of the companies responsible for all or a portion of such liabilities were to default in its payment of costs or expenses related to any such liability, Realogy Group would be responsible for a portion of the defaulting party or parties’ obligation. To the extent such recorded liabilities are in excess or are not adequate to cover the ultimate payment amounts, such excess or deficiency will be reflected in the results of operations in future periods. The due to former parent balance was $32 million and $51 million at September 30, 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 Per
Earnings Per Share Earnings Per Share (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 8. EARNINGS PER SHARE Earnings per share attributable to Realogy Holdings Basic earnings per share is computed based on net income attributable to Realogy Holdings stockholders divided by the basic weighted-average shares outstanding during the period. Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. Realogy Holdings uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options. The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended September 30, Nine Months Ended September 30, (in millions, except per share data) 2015 2014 2015 2014 Net income attributable to Realogy Holdings shareholders $ 110 $ 100 $ 175 $ 122 Basic weighted average shares 146.6 146.0 146.5 145.9 Stock options, restricted stock, restricted stock units and performance share units (a) 1.5 1.0 1.5 1.1 Weighted average diluted shares 148.1 147.0 148.0 147.0 Earnings Per Share: Basic $ 0.75 $ 0.68 $ 1.19 $ 0.84 Diluted $ 0.74 $ 0.68 $ 1.18 $ 0.83 _______________ (a) The three and nine months ended September 30, 2015 , excludes 3.6 million and 3.7 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, respectively, that are anti-dilutive to the diluted earnings per share computation. The three and nine months ended September 30, 2014 , excludes 3.7 million and 3.6 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, respectively, that are anti-dilutive to the diluted earnings per share computation. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES Litigation The Company is involved in claims, legal proceedings, alternative dispute resolution and governmental inquiries related to alleged contract disputes, business practices, intellectual property and other commercial, employment, regulatory and tax matters. Examples of such matters include but are not limited to allegations: • that the Company is vicariously liable for the acts of franchisees under theories of actual or apparent agency; • by former franchisees that franchise agreements were breached including improper terminations; • that residential real estate sales associates engaged by NRT—under certain state or federal laws—are potentially employees instead of independent contractors, and they or regulators therefore may bring claims against NRT for breach of contract, wage and hour classification claims, wrongful discharge and unemployment and workers' compensation and obtain benefits, back wages, overtime, indemnification, penalties related to classification practices and expense reimbursement available to employees; • concerning claims for alleged RESPA or state real estate law violations including but not limited to claims challenging the validity of sales associates indemnification, and administrative fees; • concerning claims generally against the company owned brokerage operations for negligence, misrepresentation or breach of fiduciary duty in connection with the performance of real estate brokerage or other professional services; and • concerning claims generally against the title company contending that, as the escrow company, the company knew or should have known that a transaction was fraudulent or concerning other title defects or settlement errors. Real Estate Business Litigation Bararsani v. Coldwell Banker Residential Brokerage Company. On November 15, 2012, plaintiff Ali Bararsani filed a putative class action complaint in Los Angeles Superior Court, California, against Coldwell Banker Residential Brokerage Company ("CBRBC") alleging that CBRBC had misclassified current and former affiliated sales associates as independent contractors when they were actually employees. The Company believes that CBRBC has properly classified the sales associates as independent contractors, would have significant defenses to the claims asserted in this action and continues to operate in a manner consistent with applicable law, and longstanding, widespread industry practice for many decades. To avoid further litigation expense, we entered into a settlement on May 5, 2015. The settlement requires court approval and was accrued for as of June 30, 2015. In entering into this settlement, CBRBC made no admission of wrongdoing or liability, and is not obligated to change its business structures. The court granted preliminary approval of the settlement in August 2015. The Company is involved in certain other claims and legal actions arising in the ordinary course of our business. Such litigation, regulatory actions and other proceedings may include, but are not limited to, actions relating to intellectual property, commercial arrangements, franchising arrangements, actions against our title company alleging it knew or should have known that others were committing mortgage fraud, standard brokerage disputes like the failure to disclose hidden defects in the property such as mold, vicarious liability based upon conduct of individuals or entities outside of our control, including franchisees and independent sales associates, antitrust and anti-competition claims, general fraud claims, employment law claims, including claims challenging the classification of our sales associates as independent contractors, wage and hour classification claims and claims alleging violations of RESPA or state consumer fraud statutes. While the results of such claims and legal actions cannot be predicted with certainty, we do not believe based on information currently available to us that the final outcome of current proceedings against the Company will have a material adverse effect on our consolidated financial position, results of operations or cash flows. Cendant Corporate Litigation Pursuant to the Separation and Distribution Agreement dated as of July 27, 2006 among Cendant, Realogy Group, Wyndham Worldwide and Travelport, each of Realogy Group, Wyndham Worldwide and Travelport have assumed certain contingent and other corporate liabilities (and related costs and expenses), which are primarily related to each of their respective businesses. In addition, Realogy Group has assumed 62.5% and Wyndham Worldwide has assumed 37.5% of certain contingent and other corporate liabilities (and related costs and expenses) of Cendant or its subsidiaries, which are not primarily related to any of the respective businesses of Realogy Group, Wyndham Worldwide, Travelport and/or Cendant’s vehicle rental operations, in each case incurred or allegedly incurred on or prior to the date of the separation of Travelport from Cendant. * * * The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. In addition, class action lawsuits can be costly to defend and, depending on the class size and claims, could be costly to settle. As such, the Company could incur judgments or enter into settlements of claims with liability that are materially in excess of amounts accrued and these settlements could have a material adverse effect on the Company’s financial condition, results of operations or cash flows in any particular period. Tax Matters The Company is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording related assets and liabilities. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities whereby the outcome of the audits is uncertain. The Company believes there is appropriate support for positions taken on its tax returns. The liabilities that have been recorded represent the best estimates of the probable loss on certain positions and are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. However, the outcomes of tax audits are inherently uncertain. Under the Tax Sharing Agreement with Cendant, Wyndham Worldwide and Travelport, the Company is generally responsible for 62.5% of payments made to settle claims with respect to tax periods ending on or prior to December 31, 2006 that relate to income taxes imposed on Cendant and certain of its subsidiaries, the operations (or former operations) of which were determined by Cendant not to relate specifically to the respective businesses of Realogy, Wyndham Worldwide, Avis Budget or Travelport. With respect to any remaining legacy Cendant tax liabilities, the Company and its former parent believe there is appropriate support for the positions taken on Cendant’s tax returns. However, tax audits and any related litigation, including disputes or litigation on the allocation of tax liabilities between parties under the Tax Sharing Agreement, could result in outcomes for the Company that are different from those reflected in the Company’s historical financial statements. Contingent Liability Letter of Credit In April 2007, the Company established a standby irrevocable letter of credit for the benefit of Avis Budget Group in accordance with the Separation and Distribution Agreement. The synthetic letter of credit was utilized to support the Company’s payment obligations with respect to its share of Cendant contingent and other corporate liabilities. The stated amount of the standby irrevocable letter of credit is subject to periodic adjustment to reflect the then current estimate of Cendant contingent and other liabilities. The letter of credit was $53 million at September 30, 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. Deposits at FDIC-insured institutions are insured up to $250 thousand . These escrow and trust deposits totaled $354 million at September 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Real Estate Franchise Services $ 214 $ 199 $ 578 $ 539 Company Owned Real Estate Brokerage Services 1,267 1,175 3,352 3,107 Relocation Services 124 125 317 318 Title and Settlement Services 147 111 362 300 Corporate and Other (c) (84 ) (79 ) (228 ) (214 ) Total Company $ 1,668 $ 1,531 $ 4,381 $ 4,050 _______________ (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 $84 million and $228 million for the three and nine months ended September 30, 2015 , respectively, and $79 million and $214 million for the three and nine months ended September 30, 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 $16 million and $39 million for the three and nine months ended September 30, 2015 , respectively, and $13 million and $32 million for the three and nine months ended September 30, 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 (a) (b) Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Real Estate Franchise Services $ 152 $ 136 $ 384 $ 352 Company Owned Real Estate Brokerage Services 96 93 177 164 Relocation Services 47 47 83 80 Title and Settlement Services 20 15 37 27 Corporate and Other (c) (6 ) (18 ) (49 ) (76 ) Total Company $ 309 $ 273 $ 632 $ 547 Less: Depreciation and amortization $ 55 $ 48 $ 153 $ 140 Interest expense, net 70 54 188 197 Income tax expense 74 71 116 88 Net income attributable to Realogy Holdings and Realogy Group $ 110 $ 100 $ 175 $ 122 _______________ (a) Includes a net benefit of $14 million of former parent legacy items for the three months ended September 30, 2015 compared to a net benefit of $2 million of former parent legacy items and the reversal of prior year restructuring of $1 million for the three months ended September 30, 2014 . (b) Includes a net benefit of $15 million of former parent legacy items for the nine months ended September 30, 2015 compared to $27 million related to the loss on early extinguishment of debt, partially offset by a net benefit of $1 million of former parent legacy items and the reversal of prior year restructuring of $1 million for the nine months ended September 30, 2014 . (c) Includes the elimination of transactions between segments. |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. SUBSEQUENT EVENTS October 2015 Amendment of the Senior Secured Revolving Credit Facility, Entry into a new Senior Secured Term Loan A Facility and the Redemption of First Lien Notes and First and a Half Lien Notes In October 2015, Realogy Group amended its Revolving Credit Facility and entered into a new Term Loan A Agreement. The amendment to its Revolving Credit Facility increased the capacity from $475 million to $815 million and extended its maturity date from March 2018 to October 2020 . The interest rates with respect to the new Revolving Credit Facility under the Term Loan A Facility are based on, at the Company's option, adjusted LIBOR plus 2.25% or ABR plus 1.25% , in each case subject to adjustment based on the then current senior secured leverage ratio. The new Term Loan A Facility was issued in the amount of $435 million with a maturity date of October 2020 . The Term Loan A Facility provides for quarterly amortization payments, commencing March 31, 2016, totaling per annum 5% , 5% , 7.5% , 10.0% and 12.5% of the original principal amount of the Term Loan A Facility in 2016, 2017, 2018, 2019 and 2020, respectively. The interest rates with respect to term loans under the new Term Loan A Facility are based on, at the Company's option, adjusted LIBOR plus 2.25% or ABR plus 1.25% , in each case subject to adjustment based on the then current senior secured leverage ratio. The amendment to the senior secured Revolving Credit Facility and the senior secured Term Loan A Facility require the Company to maintain a maximum senior secured leverage ratio of 4.75 to 1.00 , tested on a quarterly basis, commencing with the period ended September 30, 2015, regardless of the amount of borrowings outstanding, and letters of credit issued, under the revolver at the testing date. The Company used the net proceeds from the Term Loan A Facility and revolver borrowings to redeem all of the outstanding $593 million of First Lien Notes and pay related premiums and accrued interest of $45 million . On October 30, 2015, the Company issued a notice of redemption to redeem all of the outstanding $196 million of First and a Half Lien Notes and pay related premiums and accrued interest of $17 million on November 30, 2015 with cash on hand and revolver borrowings. |
Basis Of Presentation (Tables)
Basis Of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Hierarchy | The following table summarizes fair value measurements by level at September 30, 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) $ — $ 59 $ — $ 59 Deferred compensation plan assets (included in other non-current assets) 2 — — 2 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 (included in other non-current assets) 2 — — 2 |
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: September 30, 2015 December 31, 2014 Debt Carrying Estimated Carrying Estimated Senior Secured Credit Facility: Revolving Credit Facility $ — $ — $ — $ — Term Loan B Facility 1,858 1,854 1,871 1,834 7.625% First Lien Notes 593 622 593 633 9.00% First and a Half Lien Notes 196 207 196 215 3.375% Senior Notes 500 498 500 500 4.50% Senior Notes 450 447 450 449 5.25% Senior Notes 300 305 300 291 Securitization obligations 335 335 269 269 _______________ (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 September 30, 2015 December 31, 2014 Interest rate swap contracts Other non-current liabilities $ 59 $ 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Interest rate swap contracts Interest expense $ 16 $ (3 ) $ 27 $ 19 Foreign exchange contracts Operating expense — (2 ) (1 ) (2 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 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 Franchise Services Company Owned Brokerage Services Relocation Services Title and Settlement Services Total Company 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 — 79 — 47 126 Balance at September 30, 2015 $ 2,292 $ 826 $ 360 $ 125 $ 3,603 |
Intangible assets | Intangible assets are as follows: As of September 30, 2015 As of December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable—Franchise agreements (a) $ 2,019 $ 574 $ 1,445 $ 2,019 $ 524 $ 1,495 Unamortizable—Trademarks (b) $ 745 $ 745 $ 736 $ 736 Other Intangibles Amortizable—License agreements (c) $ 45 $ 8 $ 37 $ 45 $ 7 $ 38 Amortizable—Customer relationships (d) 530 277 253 530 256 274 Unamortizable—Title plant shares (e) 11 11 10 10 Amortizable—Pendings and listings (f) 8 8 — 2 2 — Amortizable—Other (g) 31 10 21 25 6 19 Total Other Intangibles $ 625 $ 303 $ 322 $ 612 $ 271 $ 341 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily 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 Nine Months Ended 2015 2014 2015 2014 Franchise agreements $ 17 $ 17 $ 50 $ 50 License agreements — — 1 1 Customer relationships 7 9 21 28 Pendings and listings 8 3 14 6 Other 1 — 4 1 Total $ 33 $ 29 $ 90 $ 86 |
Accrued Expenses And Other Cu20
Accrued Expenses And Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: September 30, 2015 December 31, 2014 Accrued payroll and related employee costs $ 125 $ 120 Accrued volume incentives 32 32 Accrued commissions 41 21 Deferred income 66 73 Accrued interest 39 44 Contingent consideration for acquisitions 26 10 Other 131 111 $ 460 $ 411 |
Short And Long-Term Debt (Table
Short And Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Total Indebtedness | Total indebtedness is as follows: September 30, 2015 December 31, 2014 Senior Secured Credit Facility: Revolving Credit Facility $ — $ — Term Loan B Facility 1,858 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 & Long-Term Debt $ 3,897 $ 3,910 Securitization Obligations: Apple Ridge Funding LLC $ 325 $ 255 Cartus Financing Limited 10 14 Total Securitization Obligations $ 335 $ 269 |
Schedule of Debt | As of September 30, 2015 , the total capacity, outstanding borrowings and available capacity under the Company’s borrowing arrangements were as follows: Interest Expiration Total Outstanding Available Senior Secured Credit Facility: Revolving Credit Facility (1) (2) March 2018 $ 475 $ — $ 475 Term Loan B Facility (3) March 2020 1,872 1,858 — First Lien Notes (1) 7.625% January 2020 593 593 — First and a Half Lien Notes 9.00% January 2020 196 196 — Senior Notes 3.375% May 2016 500 500 — Senior Notes 4.50% April 2019 450 450 — Senior Notes 5.25% December 2021 300 300 — Securitization obligations: (4) Apple Ridge Funding LLC (5) June 2016 375 325 50 Cartus Financing Limited (6) August 2016 38 10 28 Total (7) $ 4,799 $ 4,232 $ 553 _______________ (1) See Note 11, "Subsequent Events" for a description of the October 2015 amendment of the Senior Secured Revolving Credit Facility and entry into a new Senior Secured Term Loan A Facility. The net proceeds of the Term Loan A Facility together with revolver borrowings were used to discharge the First Lien Notes in October 2015. As of November 3, 2015 , after giving effect to the amendment of the facility, the Company had no outstanding borrowings on the Revolving Credit Facility, leaving $815 million of available capacity. (2) Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2015 were 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 $1,872 million Term Loan B, less a discount of $14 million . There is 1% per annum amortization of principal. The interest rate with respect to the Term Loan B 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) In June 2015, Realogy Group amended the existing Apple Ridge Funding LLC securitization program utilized by Cartus. The capacity under the facility was temporarily increased from $325 million to $375 million from June 2015 until October 2015, at which time the capacity was reduced to $325 million . (6) Consists of a £20 million revolving loan facility and a £5 million working capital facility. (7) Not included in this table, the Company had $135 million of outstanding letters of credit at September 30, 2015 , of which $53 million was under the synthetic letter of credit facility with a rate of 4.25% and $82 million was under the unsecured letter of credit facility with a rate of 2.98% . |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year Amount Remaining 2015 $ 5 2016 519 2017 19 2018 19 2019 469 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Market Performance Unit Award Valuation Assumptions | 2015 RTSR PSU Weighted average grant date fair value $ 41.08 Weighted average expected volatility 25.1 % Weighted average volatility of XHB 21.1 % Weighted average correlation coefficient 0.57 Weighted average risk-free interest rate 1.0 % Weighted average dividend yield — |
Schedule of Nonvested Share Activity | A summary of restricted stock, restricted stock unit and performance share unit activities for the nine months ended September 30, 2015 is presented below (number of shares in millions): Restricted Weighted Average Grant Date Fair Value Restricted Weighted Average Grant Date Fair Value Performance Share Units (b) Weighted Unvested at January 1, 2015 0.09 $ 27.14 0.74 $ 45.83 0.37 $ 46.63 Granted — — 0.62 46.52 0.43 44.69 Vested (a) — — (0.30 ) 45.83 — — Forfeited — — (0.02 ) 46.24 — — Unvested at September 30, 2015 0.09 $ 27.14 1.04 $ 46.21 0.80 $ 45.59 ______________ (a) The total fair value of restricted stock units which vested during the nine months ended September 30, 2015 was $14 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 Weighted average grant date fair value $ 17.66 Weighted average expected volatility 36.1 % Weighted average expected term (years) 6.25 Weighted average risk-free interest rate 1.6 % Weighted average dividend yield — |
Summary of Stock Options Activity | A summary of stock option unit activity for the nine months ended September 30, 2015 is presented below (number of shares in millions): Options Weighted Average Exercise Price Outstanding at January 1, 2015 3.22 $ 30.02 Granted 0.18 46.45 Exercised (a) (b) (0.16 ) 21.31 Forfeited/Expired (0.03 ) 34.33 Outstanding at September 30, 2015 (c) 3.21 $ 31.31 ______________ (a) The intrinsic value of options exercised during the nine months ended September 30, 2015 was $4 million . (b) Cash received from options exercised during the nine months ended September 30, 2015 was $3 million . (c) Options outstanding at September 30, 2015 have an intrinsic value of $34 million and have a weighted average remaining contractual life of 6.9 years. |
Earnings Per Share Earnings P23
Earnings Per Share Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended September 30, Nine Months Ended September 30, (in millions, except per share data) 2015 2014 2015 2014 Net income attributable to Realogy Holdings shareholders $ 110 $ 100 $ 175 $ 122 Basic weighted average shares 146.6 146.0 146.5 145.9 Stock options, restricted stock, restricted stock units and performance share units (a) 1.5 1.0 1.5 1.1 Weighted average diluted shares 148.1 147.0 148.0 147.0 Earnings Per Share: Basic $ 0.75 $ 0.68 $ 1.19 $ 0.84 Diluted $ 0.74 $ 0.68 $ 1.18 $ 0.83 _______________ (a) The three and nine months ended September 30, 2015 , excludes 3.6 million and 3.7 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, respectively, that are anti-dilutive to the diluted earnings per share computation. The three and nine months ended September 30, 2014 , excludes 3.7 million and 3.6 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, respectively, that are anti-dilutive to the diluted earnings per share computation. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Revenues | Revenues (a) (b) Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Real Estate Franchise Services $ 214 $ 199 $ 578 $ 539 Company Owned Real Estate Brokerage Services 1,267 1,175 3,352 3,107 Relocation Services 124 125 317 318 Title and Settlement Services 147 111 362 300 Corporate and Other (c) (84 ) (79 ) (228 ) (214 ) Total Company $ 1,668 $ 1,531 $ 4,381 $ 4,050 _______________ (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 $84 million and $228 million for the three and nine months ended September 30, 2015 , respectively, and $79 million and $214 million for the three and nine months ended September 30, 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 $16 million and $39 million for the three and nine months ended September 30, 2015 , respectively, and $13 million and $32 million for the three and nine months ended September 30, 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 (a) (b) Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Real Estate Franchise Services $ 152 $ 136 $ 384 $ 352 Company Owned Real Estate Brokerage Services 96 93 177 164 Relocation Services 47 47 83 80 Title and Settlement Services 20 15 37 27 Corporate and Other (c) (6 ) (18 ) (49 ) (76 ) Total Company $ 309 $ 273 $ 632 $ 547 Less: Depreciation and amortization $ 55 $ 48 $ 153 $ 140 Interest expense, net 70 54 188 197 Income tax expense 74 71 116 88 Net income attributable to Realogy Holdings and Realogy Group $ 110 $ 100 $ 175 $ 122 _______________ (a) Includes a net benefit of $14 million of former parent legacy items for the three months ended September 30, 2015 compared to a net benefit of $2 million of former parent legacy items and the reversal of prior year restructuring of $1 million for the three months ended September 30, 2014 . (b) Includes a net benefit of $15 million of former parent legacy items for the nine months ended September 30, 2015 compared to $27 million related to the loss on early extinguishment of debt, partially offset by a net benefit of $1 million of former parent legacy items and the reversal of prior year restructuring of $1 million for the nine months ended September 30, 2014 . (c) Includes the elimination of transactions between segments. |
Basis Of Presentation Financial
Basis Of Presentation Financial Instruments - Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | $ 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) | 59 | 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) | 59 | 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 Financi26
Basis Of Presentation Financial Instruments - Fair Value Indebtedness Table (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | ||
Outstanding borrowings, securitization obligations | $ 335 | $ 269 | ||
Secured Debt [Member] | Term Loan B Facility | ||||
Long-term debt outstanding amount | 1,858 | [1] | 1,871 | |
Long-term debt fair value | [2] | 1,854 | 1,834 | |
Secured Debt [Member] | 7.625% First Lien Notes | ||||
Long-term debt outstanding amount | 593 | [3] | 593 | |
Long-term debt fair value | [2] | 622 | 633 | |
Secured Debt [Member] | 9.00% First and a Half Lien Notes | ||||
Long-term debt outstanding amount | 196 | 196 | ||
Long-term debt fair value | [2] | 207 | 215 | |
Senior Notes [Member] | 3.375% Senior Notes | ||||
Long-term debt outstanding amount | 500 | 500 | ||
Long-term debt fair value | [2] | 498 | 500 | |
Senior Notes [Member] | 4.50% Senior Notes | ||||
Long-term debt outstanding amount | 450 | 450 | ||
Long-term debt fair value | [2] | 447 | 449 | |
Senior Notes [Member] | 5.25% Senior Notes | ||||
Long-term debt outstanding amount | 300 | 300 | ||
Long-term debt fair value | [2] | 305 | 291 | |
Line of Credit [Member] | Revolving Credit Facility | ||||
Line of credit facility outstanding amount | 0 | [3],[4] | 0 | |
Line of credit facility fair value | [2] | 0 | 0 | |
Securitization obligations | ||||
Outstanding borrowings, securitization obligations | 335 | 269 | ||
Securitization obligations, fair value | [2] | $ 335 | $ 269 | |
[1] | Consists of a $1,872 million Term Loan B, less a discount of $14 million. There is 1% per annum amortization of principal. The interest rate with respect to the Term Loan B 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%). | |||
[2] | The fair value of the Company's indebtedness is categorized as Level I. | |||
[3] | See Note 11, "Subsequent Events" for a description of the October 2015 amendment of the Senior Secured Revolving Credit Facility and entry into a new Senior Secured Term Loan A Facility. The net proceeds of the Term Loan A Facility together with revolver borrowings were used to discharge the First Lien Notes in October 2015. As of November 3, 2015, after giving effect to the amendment of the facility, the Company had no outstanding borrowings on the Revolving Credit Facility, leaving $815 million of available capacity. | |||
[4] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2015 were based on, at Realogy Group’s option, (a) adjusted LIBOR plus 2.75% or (b) JPMorgan Chase Bank, N.A.'s prime rate ("ABR") plus 1.75%. |
Basis Of Presentation Investmen
Basis Of Presentation Investment in PHH Home Loans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity earnings from equity method investment | $ 4 | $ 6 | $ 13 | $ 7 | |
PHH Home Loans [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment ownership percentage | 49.90% | 49.90% | |||
Equity earnings from equity method investment | $ 3 | $ 4 | $ 11 | 5 | |
Cash dividends from equity method investment | 5 | $ 0 | |||
Carrying value of equity method investments | $ 60 | $ 60 | $ 54 |
Basis Of Presentation Income Ta
Basis Of Presentation Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 74 | $ 71 | $ 116 | $ 88 |
Basis Of Presentation Derivativ
Basis Of Presentation Derivative Instruments (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015USD ($)Interest_Rate_Swaps | Sep. 30, 2014USD ($) | Sep. 30, 2013Interest_Rate_Swaps | Sep. 30, 2015USD ($)Interest_Rate_Swaps | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Swap [Member] | ||||||
Derivative [Line Items] | ||||||
Notional value of derivative instrument | $ 1,025 | $ 1,025 | ||||
Swap One [Member] | ||||||
Derivative [Line Items] | ||||||
Notional value of derivative instrument | 225 | 225 | ||||
Swap Two [Member] | ||||||
Derivative [Line Items] | ||||||
Notional value of derivative instrument | 200 | 200 | ||||
Swap Three [Member] | ||||||
Derivative [Line Items] | ||||||
Notional value of derivative instrument | 200 | 200 | ||||
Swap Four [Member] | ||||||
Derivative [Line Items] | ||||||
Notional value of derivative instrument | 200 | 200 | ||||
Swap Five [Member] | ||||||
Derivative [Line Items] | ||||||
Notional value of derivative instrument | 200 | 200 | ||||
Foreign Exchange Contract [Member] | ||||||
Derivative [Line Items] | ||||||
Notional value of derivative instrument | 31 | 31 | $ 27 | |||
Foreign Exchange Contract [Member] | Maximum [Member] | ||||||
Derivative [Line Items] | ||||||
Fair value of derivative instrument | 1 | 1 | 1 | |||
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Operating Expense [Member] | ||||||
Derivative [Line Items] | ||||||
(Gain) or Loss Recognized on Derivatives | $ 0 | $ (2) | $ (1) | $ (2) | ||
Interest Rate Swap [Member] | ||||||
Derivative [Line Items] | ||||||
Number of interest rate derivatives held | Interest_Rate_Swaps | 5 | 5 | ||||
Number of interest rate swaps entered into | Interest_Rate_Swaps | 3 | |||||
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Interest Expense [Member] | ||||||
Derivative [Line Items] | ||||||
(Gain) or Loss Recognized on Derivatives | $ 16 | $ (3) | $ 27 | $ 19 | ||
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Other Non-Current Liabilities [Member] | ||||||
Derivative [Line Items] | ||||||
Fair value of interest rate swap contracts | $ 59 | $ 59 | $ 40 |
Basis Of Presentation Restricte
Basis Of Presentation Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash balance | $ 9 | $ 10 |
Basis Of Presentation Supplemen
Basis Of Presentation Supplemental Cash Flow Info (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Cash Flow Information [Abstract] | ||
Capital lease additions | $ 13 | $ 6 |
Basis Of Presentation Defined B
Basis Of Presentation Defined Benefit Pension Plan (Details) - Pension Plan, Defined Benefit [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost and amortization of actuarial loss | $ 2 | $ 2 | $ 6 | $ 6 |
Expected return on plan assets | 2 | 2 | 6 | 6 |
Maximum [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Net periodic pension cost | $ 1 | $ (1) | $ 1 | $ (1) |
Basis Of Presentation Recently
Basis Of Presentation Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Debt issuance costs balance | $ 45 | $ 55 |
Revolving Credit Facility | ||
Debt issuance costs balance | $ 4 | $ 5 |
Acquisitions (Details)
Acquisitions (Details) $ in Millions | Aug. 14, 2014USD ($)Offices | Sep. 30, 2015USD ($)real_estate_brokerage_operations | Dec. 31, 2014USD ($)real_estate_brokerage_operations |
Business Acquisition [Line Items] | |||
Goodwill acquired | $ 126 | ||
Zip Realty [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration paid for acquisition | $ 167 | ||
Goodwill acquired | $ 92 | ||
Number Of Offices | Offices | 23 | ||
Property, plant, and equipment acquired | $ 18 | ||
Deferred tax assets acquired | 46 | ||
Other assets acquired | 6 | ||
Other liabilities acquired | 6 | ||
Amortizable—Customer relationships (d) | Zip Realty [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles acquired | 1 | ||
Amortizable—Pendings and listings (f) | Zip Realty [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles acquired | 3 | ||
Amortizable—Other (g) | Zip Realty [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles acquired | $ 7 | ||
Company Owned Brokerage Services | |||
Business Acquisition [Line Items] | |||
Number of business acquired (in real estate brokerage related operations) | real_estate_brokerage_operations | 7 | ||
Cash consideration paid for acquisition | $ 80 | ||
Liabilities established related to contingent consideration | 10 | ||
Goodwill acquired | 79 | ||
Other assets acquired | 6 | ||
Other liabilities acquired | 3 | ||
Company Owned Brokerage Services | NRT Other Immaterial Business Combinations [Member] | |||
Business Acquisition [Line Items] | |||
Number of business acquired (in real estate brokerage related operations) | real_estate_brokerage_operations | 16 | ||
Cash consideration paid for acquisition | $ 44 | ||
Liabilities established related to contingent consideration | 19 | ||
Goodwill acquired | 45 | ||
Indefinite-lived intangible assets acquired | 4 | ||
Other assets acquired | 3 | ||
Other liabilities acquired | 1 | ||
Company Owned Brokerage Services | Amortizable—Pendings and listings (f) | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 7 | ||
Company Owned Brokerage Services | Amortizable—Pendings and listings (f) | NRT Other Immaterial Business Combinations [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 4 | ||
Company Owned Brokerage Services | Amortizable—Other (g) | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 1 | ||
Company Owned Brokerage Services | Amortizable—Other (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] | |||
Number of business acquired (in real estate brokerage related operations) | real_estate_brokerage_operations | 2 | ||
Cash consideration paid for acquisition | $ 33 | ||
Liabilities established related to contingent consideration | 37 | ||
Goodwill acquired | 47 | ||
Other assets acquired | 1 | ||
Title and Settlement Services | TRG Individually Immaterial Business Combinations [Member] | |||
Business Acquisition [Line Items] | |||
Number of business acquired (in real estate brokerage related operations) | real_estate_brokerage_operations | 3 | ||
Cash consideration paid for acquisition | $ 6 | ||
Goodwill acquired | 5 | ||
Title and Settlement Services | Amortizable—Pendings and listings (f) | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 7 | ||
Title and Settlement Services | Amortizable—Pendings and listings (f) | TRG Individually Immaterial Business Combinations [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 1 | ||
Title and Settlement Services | Amortizable—Other (g) | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 5 | ||
Unamortizable—Trademarks (b) | Title and Settlement Services | |||
Business Acquisition [Line Items] | |||
Indefinite-lived intangible assets acquired | 9 | ||
Unamortizable—Title plant shares (e) | Title and Settlement Services | |||
Business Acquisition [Line Items] | |||
Indefinite-lived intangible assets acquired | $ 1 |
Intangible Assets - Goodwill (D
Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 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 | 3,477 |
Goodwill [Roll Forward] | ||
Balance at December 31, 2014 | 3,477 | |
Goodwill acquired | 126 | |
Balance at September 30, 2015 | 3,603 | |
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 | 2,292 |
Goodwill [Roll Forward] | ||
Balance at December 31, 2014 | 2,292 | |
Goodwill acquired | 0 | |
Balance at September 30, 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 | 747 |
Goodwill [Roll Forward] | ||
Balance at December 31, 2014 | 747 | |
Goodwill acquired | 79 | |
Balance at September 30, 2015 | 826 | |
Relocation Services | ||
Goodwill [Line Items] | ||
Gross goodwill as of December 31, 2014 | 641 | |
Accumulated impairment losses | (281) | |
Balance at December 31, 2014 | 360 | 360 |
Goodwill [Roll Forward] | ||
Balance at December 31, 2014 | 360 | |
Goodwill acquired | 0 | |
Balance at September 30, 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 | $ 78 |
Goodwill [Roll Forward] | ||
Balance at December 31, 2014 | 78 | |
Goodwill acquired | 47 | |
Balance at September 30, 2015 | $ 125 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Carrying amount of total other intangibles | $ 625 | $ 612 | |
Accumulated Amortization | 303 | 271 | |
Net carrying amount of finite-lived and indefinite-lived intangible assets | 322 | 341 | |
Amortizable—Franchise agreements (a) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [1] | 2,019 | 2,019 |
Accumulated Amortization | [1] | 574 | 524 |
Net carrying amount of finite-lived intangible assets | [1] | $ 1,445 | 1,495 |
Amortization period | 30 years | ||
Amortizable—License agreements (c) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [2] | $ 45 | 45 |
Accumulated Amortization | [2] | 8 | 7 |
Net carrying amount of finite-lived intangible assets | [2] | $ 37 | 38 |
Amortization period | 50 years | ||
Amortizable—Customer relationships (d) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [3] | $ 530 | 530 |
Accumulated Amortization | [3] | 277 | 256 |
Net carrying amount of finite-lived intangible assets | [3] | $ 253 | 274 |
Amortizable—Customer relationships (d) | Minimum [Member] | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 2 years | ||
Amortizable—Customer relationships (d) | Maximum [Member] | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 20 years | ||
Amortizable—Pendings and listings (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [4] | $ 8 | 2 |
Accumulated Amortization | [4] | 8 | 2 |
Net carrying amount of finite-lived intangible assets | [4] | $ 0 | 0 |
Amortization period | 5 months | ||
Amortizable—Other (g) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [5] | $ 31 | 25 |
Accumulated Amortization | [5] | 10 | 6 |
Net carrying amount of finite-lived intangible assets | [5] | $ 21 | 19 |
Amortizable—Other (g) | Minimum [Member] | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 5 years | ||
Amortizable—Other (g) | Maximum [Member] | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 10 years | ||
Unamortizable—Trademarks (b) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [6] | $ 745 | 736 |
Unamortizable—Title plant shares (e) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [7] | $ 11 | $ 10 |
[1] | Generally amortized over a period of 30 years. | ||
[2] | Relates to the Sotheby’s International Realty and Better Homes and Gardens Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). | ||
[3] | Relates to the customer relationships at the Relocation Services segment, the Title and Settlement Services segment 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] | elates 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 - Amortizatio
Intangible Assets - Amortization Expense (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)Years | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Years | Sep. 30, 2014USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 33 | $ 29 | $ 90 | $ 86 |
The number of succeeding years for which amortization expense is disclosed | Years | 4 | 4 | ||
Amortization expense for the remainder of 2015 | $ 26 | $ 26 | ||
Amortization expense for the next twelve months | 99 | 99 | ||
Amortization expense for Year Two | 95 | 95 | ||
Amortization expense for Year Three | 94 | 94 | ||
Amortization expense for Year Four | 93 | 93 | ||
Amortization expense Thereafter | 1,349 | 1,349 | ||
Amortizable—Franchise agreements (a) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 17 | 17 | 50 | 50 |
Amortizable—License agreements (c) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 0 | 0 | 1 | 1 |
Amortizable—Customer relationships (d) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 7 | 9 | 21 | 28 |
Amortizable—Pendings and listings (f) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 8 | 3 | 14 | 6 |
Amortizable—Other (g) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 1 | $ 0 | $ 4 | $ 1 |
Accrued Expenses And Other Cu38
Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related employee costs | $ 125 | $ 120 |
Accrued volume incentives | 32 | 32 |
Accrued commissions | 41 | 21 |
Deferred income | 66 | 73 |
Accrued interest | 39 | 44 |
Contingent consideration for acquisitions | 26 | 10 |
Other | 131 | 111 |
Accrued expenses and other current liabilities | $ 460 | $ 411 |
Short And Long-Term Debt Schedu
Short And Long-Term Debt Schedule of Total Indebtedness (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Debt, Long-term and Short-term, Combined Amount | $ 3,897 | $ 3,910 | |
Securitization obligations | 335 | 269 | |
Secured Debt [Member] | Term Loan B Facility | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term debt outstanding amount | 1,858 | [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 outstanding amount | 593 | [2] | 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 outstanding amount | 196 | 196 | |
Senior Notes [Member] | 3.375% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term debt outstanding amount | 500 | 500 | |
Senior Notes [Member] | 4.50% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term debt outstanding amount | 450 | 450 | |
Senior Notes [Member] | 5.25% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term debt outstanding amount | 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 | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Securitization obligations | 335 | 269 | |
Securitization obligations | Apple Ridge Funding LLC | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Securitization obligations | 325 | [4],[5] | 255 |
Securitization obligations | Cartus Financing Limited | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Securitization obligations | $ 10 | [4],[6] | $ 14 |
[1] | Consists of a $1,872 million Term Loan B, less a discount of $14 million. There is 1% per annum amortization of principal. The interest rate with respect to the Term Loan B 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%). | ||
[2] | See Note 11, "Subsequent Events" for a description of the October 2015 amendment of the Senior Secured Revolving Credit Facility and entry into a new Senior Secured Term Loan A Facility. The net proceeds of the Term Loan A Facility together with revolver borrowings were used to discharge the First Lien Notes in October 2015. As of November 3, 2015, after giving effect to the amendment of the facility, the Company had no outstanding borrowings on the Revolving Credit Facility, leaving $815 million of available capacity. | ||
[3] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2015 were 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%. | ||
[4] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | ||
[5] | In June 2015, Realogy Group amended the existing Apple Ridge Funding LLC securitization program utilized by Cartus. The capacity under the facility was temporarily increased from $325 million to $375 million from June 2015 until October 2015, at which time the capacity was reduced to $325 million. | ||
[6] | Consists of a £20 million revolving loan facility and a £5 million working capital facility. |
Short And Long-Term Debt Sche40
Short And Long-Term Debt Schedule of Debt (Details) £ in Millions, $ in Millions | 9 Months Ended | |||||||||
Sep. 30, 2015GBP (£) | Nov. 03, 2015USD ($) | Oct. 23, 2015USD ($) | Oct. 16, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 10, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 05, 2013USD ($) | |||
Total Capacity | ||||||||||
Total capacity, total long-term and short-term debt | [1] | $ 4,799 | ||||||||
Outstanding Borrowings | ||||||||||
Outstanding borrowings, securitization obligations | 335 | $ 269 | ||||||||
Outstanding borrowings, total long-term and short-term debt | [1] | 4,232 | ||||||||
Available Capacity | ||||||||||
Available capacity, debt | [1] | 553 | ||||||||
Outstanding letters of credit | $ 135 | |||||||||
Revolving Credit Facility | LIBOR [Member] | ||||||||||
Available Capacity | ||||||||||
Description of variable interest rate basis | LIBOR | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||||
Revolving Credit Facility | ABR [Member] | ||||||||||
Available Capacity | ||||||||||
Description of variable interest rate basis | ABR | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||||
Term Loan B Facility | LIBOR [Member] | ||||||||||
Available Capacity | ||||||||||
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% | 0.75% | ||||||||
Term Loan B Facility | ABR [Member] | ||||||||||
Available Capacity | ||||||||||
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% | 1.75% | ||||||||
Unsecured Letter of Credit Facility [Member] | ||||||||||
Available Capacity | ||||||||||
Interest Rate | 3.00% | 3.00% | ||||||||
Outstanding letters of credit | $ 82 | |||||||||
Synthetic Letter of Credit Facility [Member] | ||||||||||
Available Capacity | ||||||||||
Interest Rate | 4.25% | 4.25% | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | 1.00% | ||||||||
Outstanding letters of credit | $ 53 | 53 | ||||||||
Secured Debt [Member] | Term Loan B Facility | ||||||||||
Total Capacity | ||||||||||
Total capacity, long-term debt | [2] | 1,872 | ||||||||
Outstanding Borrowings | ||||||||||
Outstanding borrowings, long-term debt | 1,858 | [2] | 1,871 | |||||||
Available Capacity | ||||||||||
Available capacity, debt | [2] | 0 | ||||||||
Unamortized discount | $ 14 | |||||||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | 1.00% | ||||||||
Secured Debt [Member] | 7.625% First Lien Notes | ||||||||||
Total Capacity | ||||||||||
Total capacity, long-term debt | [3] | $ 593 | ||||||||
Outstanding Borrowings | ||||||||||
Outstanding borrowings, long-term debt | 593 | [3] | 593 | |||||||
Available Capacity | ||||||||||
Available capacity, debt | [3] | $ 0 | ||||||||
Interest Rate | 7.625% | 7.625% | ||||||||
Secured Debt [Member] | 9.00% First and a Half Lien Notes | ||||||||||
Total Capacity | ||||||||||
Total capacity, long-term debt | $ 196 | |||||||||
Outstanding Borrowings | ||||||||||
Outstanding borrowings, long-term debt | 196 | 196 | ||||||||
Available Capacity | ||||||||||
Available capacity, debt | $ 0 | |||||||||
Interest Rate | 9.00% | 9.00% | ||||||||
Senior Notes [Member] | 3.375% Senior Notes | ||||||||||
Total Capacity | ||||||||||
Total capacity, long-term debt | $ 500 | |||||||||
Outstanding Borrowings | ||||||||||
Outstanding borrowings, long-term debt | 500 | 500 | ||||||||
Available Capacity | ||||||||||
Available capacity, debt | $ 0 | |||||||||
Interest Rate | 3.375% | 3.375% | ||||||||
Senior Notes [Member] | 4.50% Senior Notes | ||||||||||
Total Capacity | ||||||||||
Total capacity, long-term debt | $ 450 | |||||||||
Outstanding Borrowings | ||||||||||
Outstanding borrowings, long-term debt | 450 | 450 | ||||||||
Available Capacity | ||||||||||
Available capacity, debt | $ 0 | |||||||||
Interest Rate | 4.50% | 4.50% | ||||||||
Senior Notes [Member] | 5.25% Senior Notes | ||||||||||
Total Capacity | ||||||||||
Total capacity, long-term debt | $ 300 | |||||||||
Outstanding Borrowings | ||||||||||
Outstanding borrowings, long-term debt | 300 | 300 | ||||||||
Available Capacity | ||||||||||
Available capacity, debt | $ 0 | |||||||||
Interest Rate | 5.25% | 5.25% | ||||||||
Line of Credit [Member] | Revolving Credit Facility | ||||||||||
Total Capacity | ||||||||||
Total capacity, short-term debt, line of credit facility | $ 475 | [3],[4] | $ 475 | |||||||
Outstanding Borrowings | ||||||||||
Outstanding borrowings, short-term debt, line of credit facility | 0 | [3],[4] | 0 | |||||||
Available Capacity | ||||||||||
Available capacity, line or credit facility | [3],[4] | 475 | ||||||||
Line of Credit [Member] | Subsequent Event [Member] | Revolving Credit Facility | ||||||||||
Total Capacity | ||||||||||
Total capacity, short-term debt, line of credit facility | [3],[4] | $ 815 | ||||||||
Outstanding Borrowings | ||||||||||
Outstanding borrowings, short-term debt, line of credit facility | $ 0 | |||||||||
Available Capacity | ||||||||||
Available capacity, line or credit facility | $ 815 | |||||||||
Securitization obligations | ||||||||||
Outstanding Borrowings | ||||||||||
Outstanding borrowings, securitization obligations | 335 | 269 | ||||||||
Securitization obligations | Apple Ridge Funding LLC | ||||||||||
Total Capacity | ||||||||||
Total capacity, securitization obligations | [5] | 375 | [6] | $ 325 | ||||||
Outstanding Borrowings | ||||||||||
Outstanding borrowings, securitization obligations | 325 | [5],[6] | 255 | |||||||
Available Capacity | ||||||||||
Available capacity, debt | [5],[6] | 50 | ||||||||
Securitization obligations | Cartus Financing Limited | ||||||||||
Total Capacity | ||||||||||
Total capacity, securitization obligations | [5],[7] | 38 | ||||||||
Outstanding Borrowings | ||||||||||
Outstanding borrowings, securitization obligations | 10 | [5],[7] | $ 14 | |||||||
Available Capacity | ||||||||||
Available capacity, debt | [5],[7] | $ 28 | ||||||||
Securitization obligations | Subsequent Event [Member] | Apple Ridge Funding LLC | ||||||||||
Total Capacity | ||||||||||
Total capacity, securitization obligations | [5] | $ 325 | ||||||||
Securitization obligations | Revolving Credit Facility | Cartus Financing Limited | ||||||||||
Total Capacity | ||||||||||
Total capacity, securitization obligations | £ | £ 20 | |||||||||
Securitization obligations | Working Capital Facility [Member] | Cartus Financing Limited | ||||||||||
Total Capacity | ||||||||||
Total capacity, securitization obligations | £ | £ 5 | |||||||||
[1] | Not included in this table, the Company had $135 million of outstanding letters of credit at September 30, 2015, of which $53 million was under the synthetic letter of credit facility with a rate of 4.25% and $82 million was under the unsecured letter of credit facility with a rate of 2.98%. | |||||||||
[2] | Consists of a $1,872 million Term Loan B, less a discount of $14 million. There is 1% per annum amortization of principal. The interest rate with respect to the Term Loan B 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%). | |||||||||
[3] | See Note 11, "Subsequent Events" for a description of the October 2015 amendment of the Senior Secured Revolving Credit Facility and entry into a new Senior Secured Term Loan A Facility. The net proceeds of the Term Loan A Facility together with revolver borrowings were used to discharge the First Lien Notes in October 2015. As of November 3, 2015, after giving effect to the amendment of the facility, the Company had no outstanding borrowings on the Revolving Credit Facility, leaving $815 million of available capacity. | |||||||||
[4] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2015 were 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%. | |||||||||
[5] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||||||||
[6] | In June 2015, Realogy Group amended the existing Apple Ridge Funding LLC securitization program utilized by Cartus. The capacity under the facility was temporarily increased from $325 million to $375 million from June 2015 until October 2015, at which time the capacity was reduced to $325 million. | |||||||||
[7] | Consists of a £20 million revolving loan facility and a £5 million working capital facility. |
Short And Long-Term Debt Maturi
Short And Long-Term Debt Maturities Table (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
Long-term Debt Maturities, Years Presented | 4 years |
Remaining 2,015 | $ 5 |
2,016 | 519 |
2,017 | 19 |
2,018 | 19 |
2,019 | $ 469 |
Short And Long-Term Debt Senior
Short And Long-Term Debt Senior Secured Credit Facility (Details) - USD ($) $ in Millions | 9 Months Ended | ||||||
Sep. 30, 2015 | Oct. 23, 2015 | Dec. 31, 2014 | Mar. 10, 2014 | Mar. 05, 2013 | |||
Debt Instrument [Line Items] | |||||||
Letter of Credit, borrowing capacity | $ 250 | ||||||
Outstanding letters of credit | $ 135 | ||||||
Additional Credit Facilities | 500 | ||||||
Scenario, Actual [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured leverage ratio | 2.36 | ||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||
Maximum [Member] | Required Covenant Ratio to Receive Additional Credit Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured leverage ratio | 3.50 | ||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||
Maximum [Member] | Required Covenant Ratio [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured leverage ratio | 4.75 | ||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||
Synthetic Letter of Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | ||||||
Letter of Credit, borrowing capacity | $ 54 | ||||||
Outstanding letters of credit | $ 53 | $ 53 | |||||
Term Loan B 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 B Facility | ABR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable interest rate basis | ABR | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 1.75% | ||||||
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% | ||||||
Term Loan A Facility | LIBOR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||
Term Loan A Facility | ABR [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||
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 B Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 1,905 | ||||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | ||||||
Debt Instrument, Face Amount | [3] | $ 1,872 | |||||
Subsequent Event [Member] | Line of Credit [Member] | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility borrowing capacity | [1],[2] | $ 815 | |||||
Subsequent Event [Member] | Secured Debt [Member] | Term Loan A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | [1],[2] | $ 435 | |||||
[1] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2015 were 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%. | ||||||
[2] | See Note 11, "Subsequent Events" for a description of the October 2015 amendment of the Senior Secured Revolving Credit Facility and entry into a new Senior Secured Term Loan A Facility. The net proceeds of the Term Loan A Facility together with revolver borrowings were used to discharge the First Lien Notes in October 2015. As of November 3, 2015, after giving effect to the amendment of the facility, the Company had no outstanding borrowings on the Revolving Credit Facility, leaving $815 million of available capacity. | ||||||
[3] | Consists of a $1,872 million Term Loan B, less a discount of $14 million. There is 1% per annum amortization of principal. The interest rate with respect to the Term Loan B Facility is based on, at Realogy Group’s option, (a) adjusted LIBOR plus 3.00% (with a LIBOR floor of 0.75%) or (b) JPMorgan Chase Bank, N.A.’s prime rate ("ABR") plus 2.00% (with an ABR floor of 1.75%). |
Short And Long-Term Debt First
Short And Long-Term Debt First Lien Notes (Details) - Secured Debt [Member] - 7.625% First Lien Notes - USD ($) $ in Millions | Oct. 23, 2015 | Sep. 30, 2015 |
Debt Instrument [Line Items] | ||
Interest Rate | 7.625% | |
Subsequent Event [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Repurchase Amount | $ 593 | |
Repayments of Debt | $ 638 |
Short And Long-Term Debt Firs44
Short And Long-Term Debt First and a Half Lien Notes (Details) | Sep. 30, 2015 |
Secured Debt [Member] | 9.00% First and a Half Lien Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 9.00% |
Short And Long-Term Debt Unsecu
Short And Long-Term Debt Unsecured Notes (Details) - Senior Notes [Member] | Sep. 30, 2015 |
3.375% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 3.375% |
4.50% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 4.50% |
5.25% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 5.25% |
Short And Long-Term Debt Other
Short And Long-Term Debt Other Debt Facilities (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Aug. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Mar. 05, 2013 | |
Line of Credit Facility [Line Items] | ||||
Letter of Credit, borrowing capacity | $ 250 | |||
Outstanding letters of credit | $ 135 | |||
Unsecured Letter of Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Increase in borrowing capacity | $ 7 | |||
Letter of Credit, borrowing capacity | 88 | $ 81 | ||
Outstanding letters of credit | 82 | |||
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 | |||
September 2018 [Member] | Unsecured Letter of Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Letter of Credit, borrowing capacity | $ 7 |
Short And Long-Term Debt Securi
Short And Long-Term Debt Securitization Obligations (Details) £ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Oct. 16, 2015USD ($) | Sep. 30, 2015GBP (£) | Sep. 30, 2015USD ($) | Jun. 10, 2015USD ($) | Dec. 31, 2014USD ($) | |||
Debt Instrument [Line Items] | |||||||||||
Securitization obligations | $ 335 | $ 269 | |||||||||
Securitization obligations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Securitization obligations | 335 | 269 | |||||||||
Relocation receivables and other related relocation assets that collateralize securitization obligations | $ 338 | 286 | |||||||||
Interest expense, debt | $ 1 | $ 1 | $ 4 | $ 4 | |||||||
Weighted average interest rate, securitization obligations | 2.40% | 2.40% | 2.00% | 2.00% | |||||||
Apple Ridge Funding LLC | Securitization obligations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total capacity, securitization obligations | [1] | $ 375 | [2] | $ 325 | |||||||
Securitization obligations | 325 | [1],[2] | 255 | ||||||||
Cartus Financing Limited | Securitization obligations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total capacity, securitization obligations | [1],[3] | 38 | |||||||||
Securitization obligations | $ 10 | [1],[3] | $ 14 | ||||||||
Cartus Financing Limited | Revolving Credit Facility | Securitization obligations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total capacity, securitization obligations | £ | £ 20 | ||||||||||
Cartus Financing Limited | Working Capital Facility [Member] | Securitization obligations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total capacity, securitization obligations | £ | £ 5 | ||||||||||
Subsequent Event [Member] | Apple Ridge Funding LLC | Securitization obligations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total capacity, securitization obligations | [1] | $ 325 | |||||||||
[1] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | ||||||||||
[2] | In June 2015, Realogy Group amended the existing Apple Ridge Funding LLC securitization program utilized by Cartus. The capacity under the facility was temporarily increased from $325 million to $375 million from June 2015 until October 2015, at which time the capacity was reduced to $325 million. | ||||||||||
[3] | Consists of a £20 million revolving loan facility and a £5 million working capital facility. |
Short And Long-Term Debt Loss o
Short And Long-Term Debt Loss on the Early Extinguishment of Debt and Write-Off of Deferred Financing Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ||||
Loss on the early extinguishment of debt | $ 0 | $ 0 | $ 0 | $ 27 |
Write off of Deferred Debt Issuance Cost | $ 3 |
Stock-Based Compensation Introd
Stock-Based Compensation Introduction Narrative (Details) shares in Millions | 9 Months Ended |
Sep. 30, 2015Performance_metricsshares | |
Shares authorized for issuance under the plan (in shares) | 9.6 |
Shares available for future grant under the plan (in shares) | 1.4 |
Performance Share Units | |
Award Vesting Period | 3 years |
Number of Performance Metrics | Performance_metrics | 2 |
The first performance metric | Performance_metrics | 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 |
RTSR [Member] | Minimum [Member] | Performance Share Units | |
Award Vesting Rights Percentage | 0.00% |
RTSR [Member] | Maximum [Member] | Performance Share Units | |
Award Vesting Rights Percentage | 175.00% |
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 | 200.00% |
Stock-Based Compensation Incent
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Market Performance Units Valuation Assumptions (Details) - Performance Share Units - RTSR [Member] | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value | $ 41.08 |
Weighted average correlation coefficient | 0.57 |
Weighted average risk-free interest rate | 1.00% |
Weighted average dividend yield | 0.00% |
Realogy and comparable companies [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected volatility | 25.10% |
XHB [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected volatility | 21.10% |
Stock-Based Compensation Ince51
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Restricted Stock, Restricted Stock Unit, and Performance Unit Activity (Details) $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($)$ / sharesshares | ||
Restricted Stock | ||
Equity Instruments Other than Options, Number of Shares Roll Forward | ||
Unvested at January 1, 2015 | 90 | |
Granted | 0 | |
Vested (a) | 0 | [1] |
Forfeited | 0 | |
Unvested at September 30, 2015 | 90 | |
Equity Instruments Other than Options, Weighted Average Grant Date Fair Value Roll Forward | ||
Unvested at January 1, 2015 | $ / shares | $ 27.14 | |
Granted | $ / shares | 0 | |
Vested (a) | $ / shares | 0 | [1] |
Forfeited | $ / shares | 0 | |
Unvested at September 30, 2015 | $ / shares | $ 27.14 | |
Restricted Stock Units | ||
Equity Instruments Other than Options, Number of Shares Roll Forward | ||
Unvested at January 1, 2015 | 740 | |
Granted | 620 | |
Vested (a) | (300) | [1] |
Forfeited | (20) | |
Unvested at September 30, 2015 | 1,040 | |
Equity Instruments Other than Options, Weighted Average Grant Date Fair Value Roll Forward | ||
Unvested at January 1, 2015 | $ / shares | $ 45.83 | |
Granted | $ / shares | 46.52 | |
Vested (a) | $ / shares | 45.83 | [1] |
Forfeited | $ / shares | 46.24 | |
Unvested at September 30, 2015 | $ / shares | $ 46.21 | |
Fair value of awards vested | $ | $ 14 | |
Performance Share Units | ||
Equity Instruments Other than Options, Number of Shares Roll Forward | ||
Unvested at January 1, 2015 | 370 | [2] |
Granted | 430 | [2] |
Vested (a) | 0 | [1],[2] |
Forfeited | 0 | [2] |
Unvested at September 30, 2015 | 800 | [2] |
Equity Instruments Other than Options, Weighted Average Grant Date Fair Value Roll Forward | ||
Unvested at January 1, 2015 | $ / shares | $ 46.63 | |
Granted | $ / shares | 44.69 | |
Vested (a) | $ / shares | 0 | [1] |
Forfeited | $ / shares | 0 | |
Unvested at September 30, 2015 | $ / shares | $ 45.59 | |
[1] | The intrinsic value of options exercised during the nine months ended September 30, 2015 was $4 million. | |
[2] | Cash received from options exercised during the nine months ended September 30, 2015 was $3 million. |
Stock-Based Compensation Ince52
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Stock Options Valuation Assumptions (Details) - Options | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value | $ 17.66 |
Weighted average expected volatility | 36.10% |
Weighted average expected term (years) | 6 years 3 months |
Weighted average risk-free interest rate | 1.60% |
Weighted average dividend yield | 0.00% |
Stock-Based Compensation Ince53
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Options, Weighted Average Exercise Price Roll Forward | |||
Intrinsic value of options exercised | $ 4 | ||
Proceeds from exercise of stock options | 3 | $ 2 | |
Intrinsic value of outstanding options | $ 34 | ||
Weighted average remaining contractual life of outstanding options | 6 years 10 months 23 days | ||
Options | |||
Options, Number of Shares Roll Forward | |||
Outstanding at January 1, 2015 | 3,220,000 | ||
Granted | 180,000 | ||
Exercised (a) (b) | [1],[2] | (160,000) | |
Forfeited/Expired | (30,000) | ||
Outstanding at September 30, 2015 (c) | [3] | 3,210,000 | |
Options, Weighted Average Exercise Price Roll Forward | |||
Outstanding at January 1, 2015 | $ 30.02 | ||
Granted | 46.45 | ||
Exercised (a) (b) | [1],[2] | 21.31 | |
Forfeited/Expired | 34.33 | ||
Outstanding at September 30, 2015 (c) | [3] | $ 31.31 | |
[1] | Cash received from options exercised during the nine months ended September 30, 2015 was $3 million. | ||
[2] | The intrinsic value of options exercised during the nine months ended September 30, 2015 was $4 million. | ||
[3] | Options outstanding at September 30, 2015 have an intrinsic value of $34 million and have a weighted average remaining contractual life of 6.9 years. |
Stock-Based Compensation Stock
Stock-Based Compensation Stock Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Unrecognized compensation cost | $ 53 | $ 53 | ||
Remaining weighted average period | 1 year 2 months | |||
Stock-based compensation expense | $ 14 | $ 11 | $ 40 | $ 32 |
Transactions With Former Parent
Transactions With Former Parent Transfer of Cendant Corporate Liabilities and Issuance of Guarantees to Cendant and Affiliates (Details) $ in Millions | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 31, 2006Independent_Companies |
Related Party Transactions [Abstract] | |||
Cendant Spin-off Number of New Independent Companies | 4 | ||
Number of New Independent Companies per Cendant Business Unit | 1 | ||
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% | ||
Due to former parent | $ | $ 32 | $ 51 |
Earnings Per Share Earnings P56
Earnings Per Share Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | ||
Earnings Per Share [Abstract] | ||||||
Net income attributable to Realogy Holdings and Realogy Group | $ 110 | $ 100 | $ 175 | $ 122 | ||
Basic weighted average shares | 146,600,000 | 146,000,000 | 146,500,000 | 145,900,000 | ||
Stock options, restricted stock, restricted stock units and performance share units (a) | [1] | 1,500,000 | 1,000,000 | 1,500,000 | 1,100,000 | |
Weighted average diluted shares | 148,100,000 | 147,000,000 | 148,000,000 | 147,000,000 | ||
Earnings Per Share, Basic | $ 0.75 | $ 0.68 | $ 1.19 | $ 0.84 | ||
Earnings Per Share, Diluted | $ 0.74 | $ 0.68 | $ 1.18 | $ 0.83 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,600,000 | 3,700,000 | 3,600,000 | 3,700,000 | ||
[1] | The three and nine months ended September 30, 2015, excludes 3.6 million and 3.7 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, respectively, that are anti-dilutive to the diluted earnings per share computation. The three and nine months ended September 30, 2014, excludes 3.7 million and 3.6 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, respectively, that are anti-dilutive to the diluted earnings per share computation. |
Commitments And Contingencies (
Commitments And Contingencies (Details) - USD ($) $ in Thousands | Sep. 30, 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% | |
Outstanding letters of credit | $ 135,000 | |
Minimum Aggregate Value of Former Parent Contingent Liabilities for which the Letter of Credit will be Terminated | 30,000 | |
Noninterest-bearing deposit liabilities | 354,000 | $ 251,000 |
Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Cash, FDIC insured amount | 250 | |
Synthetic Letter of Credit Facility [Member] | ||
Loss Contingencies [Line Items] | ||
Outstanding letters of credit | $ 53,000 | $ 53,000 |
Segment Information - Revenues
Segment Information - Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | $ 1,668 | $ 1,531 | $ 4,381 | $ 4,050 |
Real Estate Franchise Services | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | 214 | 199 | 578 | 539 |
Real Estate Franchise Services | Royalties and Marketing Fees [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | 84 | 79 | 228 | 214 | |
Company Owned Brokerage Services | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | 1,267 | 1,175 | 3,352 | 3,107 |
Relocation Services | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | 124 | 125 | 317 | 318 |
Relocation Services | Referral and Relocation Fees [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | 16 | 13 | 39 | 32 | |
Title and Settlement Services | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | 147 | 111 | 362 | 300 |
Corporate and Other (c) | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2],[3] | $ (84) | $ (79) | $ (228) | $ (214) |
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $16 million and $39 million for the three and nine months ended September 30, 2015, respectively, and $13 million and $32 million for the three and nine months ended September 30, 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 $84 million and $228 million for the three and nine months ended September 30, 2015, respectively, and $79 million and $214 million for the three and nine months ended September 30, 2014, respectively. Such amounts are eliminated through the Corporate and Other line. | ||||
[3] | Includes the elimination of transactions between segments. |
Segment Information - EBITDA (D
Segment Information - EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Earnings Before Interest, Taxes, Depreciation and Amortization | [1],[2] | $ 309 | $ 273 | $ 632 | $ 547 |
Depreciation and amortization | 55 | 48 | 153 | 140 | |
Interest expense, net | 70 | 54 | 188 | 197 | |
Income tax expense | 74 | 71 | 116 | 88 | |
Net income attributable to Realogy Holdings and Realogy Group | 110 | 100 | 175 | 122 | |
Former parent legacy benefit, net | (14) | (2) | (15) | (1) | |
Loss on the early extinguishment of debt | 0 | 0 | 0 | 27 | |
Restructuring Charges | 0 | (1) | 0 | (1) | |
Real Estate Franchise Services | |||||
Segment Reporting Information [Line Items] | |||||
Earnings Before Interest, Taxes, Depreciation and Amortization | [1],[2] | 152 | 136 | 384 | 352 |
Company Owned Brokerage Services | |||||
Segment Reporting Information [Line Items] | |||||
Earnings Before Interest, Taxes, Depreciation and Amortization | [1],[2] | 96 | 93 | 177 | 164 |
Relocation Services | |||||
Segment Reporting Information [Line Items] | |||||
Earnings Before Interest, Taxes, Depreciation and Amortization | [1],[2] | 47 | 47 | 83 | 80 |
Title and Settlement Services | |||||
Segment Reporting Information [Line Items] | |||||
Earnings Before Interest, Taxes, Depreciation and Amortization | [1],[2] | 20 | 15 | 37 | 27 |
Corporate and Other (c) | |||||
Segment Reporting Information [Line Items] | |||||
Earnings Before Interest, Taxes, Depreciation and Amortization | [1],[2],[3] | $ (6) | $ (18) | $ (49) | $ (76) |
[1] | Includes a net benefit of $14 million of former parent legacy items for the three months ended September 30, 2015 compared to a net benefit of $2 million of former parent legacy items and the reversal of prior year restructuring of $1 million for the three months ended September 30, 2014. | ||||
[2] | Includes a net benefit of $15 million of former parent legacy items for the nine months ended September 30, 2015 compared to $27 million related to the loss on early extinguishment of debt, partially offset by a net benefit of $1 million of former parent legacy items and the reversal of prior year restructuring of $1 million for the nine months ended September 30, 2014. | ||||
[3] | Includes the elimination of transactions between segments. |
Subsequent Events Subsequent 60
Subsequent Events Subsequent Events (Details) $ in Millions | 9 Months Ended | ||||||
Sep. 30, 2015USD ($) | Nov. 30, 2015USD ($) | Oct. 30, 2015USD ($) | Oct. 23, 2015USD ($) | Mar. 05, 2013USD ($) | |||
Line of Credit [Member] | Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility borrowing capacity | $ 475 | [1],[2] | $ 475 | ||||
Line of Credit [Member] | Revolving Credit Facility | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Line of credit facility borrowing capacity | [1],[2] | $ 815 | |||||
LIBOR [Member] | Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||||
LIBOR [Member] | Revolving Credit Facility under Term Loan A Facility [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||
LIBOR [Member] | Term Loan A Facility | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||
ABR [Member] | Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||
ABR [Member] | Revolving Credit Facility under Term Loan A Facility [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||
ABR [Member] | Term Loan A Facility | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||
Maximum [Member] | Required Covenant Ratio [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Ratio of Indebtedness to Net Capital | 4.75 | ||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||
Secured Debt [Member] | Term Loan A Facility | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | [1],[2] | 435 | |||||
Secured Debt [Member] | 7.625% First Lien Notes [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | [2] | $ 593 | |||||
Secured Debt [Member] | 7.625% First Lien Notes [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Repurchase Amount | 593 | ||||||
Redemption Price and Accrued Interest Paid on Debt Repurchase | $ 45 | ||||||
Secured Debt [Member] | 9.00% First and a Half Lien Notes | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 196 | ||||||
Secured Debt [Member] | 9.00% First and a Half Lien Notes | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Redemption Price and Accrued Interest Paid on Debt Repurchase | $ 17 | ||||||
Debt Instrument, Notice of Redemption Issued | $ 196 | ||||||
2016 [Member] | Secured Debt [Member] | Term Loan A Facility | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | ||||||
2017 [Member] | Secured Debt [Member] | Term Loan A Facility | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | ||||||
2018 [Member] | Secured Debt [Member] | Term Loan A Facility | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Annual percentage of original principal amount for quarterly amortization payments | 8.00% | ||||||
2019 [Member] | Secured Debt [Member] | Term Loan A Facility | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Annual percentage of original principal amount for quarterly amortization payments | 10.00% | ||||||
2020 [Member] | Secured Debt [Member] | Term Loan A Facility | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Annual percentage of original principal amount for quarterly amortization payments | 13.00% | ||||||
[1] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2015 were 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%. | ||||||
[2] | See Note 11, "Subsequent Events" for a description of the October 2015 amendment of the Senior Secured Revolving Credit Facility and entry into a new Senior Secured Term Loan A Facility. The net proceeds of the Term Loan A Facility together with revolver borrowings were used to discharge the First Lien Notes in October 2015. As of November 3, 2015, after giving effect to the amendment of the facility, the Company had no outstanding borrowings on the Revolving Credit Facility, leaving $815 million of available capacity. |