Cover Page and DEI Document and
Cover Page and DEI Document and Entity Information - $ / shares | 9 Months Ended | ||
Sep. 30, 2020 | Nov. 03, 2020 | Dec. 31, 2019 | |
Entity Information [Line Items] | |||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Sep. 30, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-35674 | ||
Entity Registrant Name | REALOGY HOLDINGS CORP. | ||
Entity Tax Identification Number | 20-8050955 | ||
Entity Address, Address Line One | 175 Park Avenue | ||
Entity Address, City or Town | Madison | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07940 | ||
City Area Code | 973 | ||
Local Phone Number | 407-2000 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | RLGY | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 115,456,844 | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Entity Central Index Key | 0001398987 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | Q3 | ||
Amendment Flag | false | ||
Entity Incorporation, State or Country Code | DE | ||
Realogy Group LLC [Member] | |||
Entity Information [Line Items] | |||
Entity File Number | 333-148153 | ||
Entity Registrant Name | REALOGY GROUP LLC | ||
Entity Tax Identification Number | 20-4381990 | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Central Index Key | 0001355001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Revenues [Abstract] | |||||
Net revenues | [1],[2] | $ 1,857 | $ 1,550 | $ 4,180 | $ 4,268 |
Expenses | |||||
Commission and other agent-related costs | 1,105 | 875 | 2,420 | 2,405 | |
Operating | 342 | 343 | 953 | 1,016 | |
Marketing | 56 | 63 | 155 | 200 | |
General and administrative | 97 | 69 | 230 | 217 | |
Former parent legacy cost, net | [3] | 1 | 1 | 1 | 1 |
Restructuring costs, net | [4],[5] | 13 | 11 | 38 | 29 |
Impairments | [6] | 6 | 240 | 460 | 243 |
Depreciation and amortization | 43 | 42 | 134 | 126 | |
Interest expense, net | 48 | 66 | 208 | 209 | |
(Gain) loss on the early extinguishment of debt | [3] | 0 | (10) | 8 | (5) |
Total expenses | 1,711 | 1,700 | 4,607 | 4,441 | |
Income (loss) from continuing operations before income taxes, equity in earnings and noncontrolling interests | 146 | (150) | (427) | (173) | |
Income tax expense (benefit) from continuing operations | 54 | (23) | (67) | (22) | |
Equity in earnings of unconsolidated entities | 53 | 7 | 98 | 15 | |
Net income (loss) from continuing operations | 145 | (120) | (262) | (136) | |
(Loss) income from discontinued operations, net of tax | (3) | 8 | (17) | (5) | |
Estimated loss on the sale of discontinued operations, net of tax | (43) | 0 | (97) | 0 | |
Net (loss) income from discontinued operations | [7] | (46) | 8 | (114) | (5) |
Net income (loss) | 99 | (112) | (376) | (141) | |
Less: Net income attributable to noncontrolling interests | (1) | (1) | (2) | (2) | |
Net income (loss) attributable to Realogy Holdings and Realogy Group | $ 98 | $ (113) | $ (378) | $ (143) | |
Basic earnings (loss) per share attributable to Realogy Holdings shareholders: | |||||
Basic earnings (loss) per share from continuing operations | $ 1.25 | $ (1.06) | $ (2.29) | $ (1.21) | |
Basic (loss) earnings per share from discontinued operations | (0.40) | 0.07 | (0.99) | (0.04) | |
Basic earnings (loss) per share | 0.85 | (0.99) | (3.28) | (1.25) | |
Earnings Per Share [Abstract] | |||||
Diluted earnings (loss) per share from continuing operations | 1.23 | (1.06) | (2.29) | (1.21) | |
Diluted (loss) earnings per share from discontinued operations | (0.39) | 0.07 | (0.99) | (0.04) | |
Diluted earnings (loss) per share | $ 0.84 | $ (0.99) | $ (3.28) | $ (1.25) | |
Weighted average common and common equivalent shares of Realogy Holdings outstanding: | |||||
Basic | 115.4 | 114.3 | 115.2 | 114.2 | |
Diluted | 116.7 | 114.3 | 115.2 | 114.2 | |
Gross commission income | |||||
Revenues [Abstract] | |||||
Net revenues | [8] | $ 1,458 | $ 1,201 | $ 3,227 | $ 3,310 |
Service revenue | |||||
Revenues [Abstract] | |||||
Net revenues | [9] | 230 | 191 | 553 | 503 |
Franchise fees | |||||
Revenues [Abstract] | |||||
Net revenues | [10] | 133 | 108 | 289 | 290 |
Other | |||||
Revenues [Abstract] | |||||
Net revenues | [11] | $ 36 | $ 50 | $ 111 | $ 165 |
[1] | Revenues for Realogy Franchise Group include intercompany referral commissions related to Realogy Advantage Broker Network paid by Realogy Brokerage Group of $3 million and $8 million for the three and nine months ended September 30, 2020, respectively, and $6 million and $14 million for the three and nine months ended September 30, 2019, respectively. Such amounts are recorded as contra-revenues by Realogy Brokerage Group. There are no other material intersegment transactions. | ||||
[2] | Transactions between segments are eliminated in consolidation. Revenues for the Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $97 million and $220 million for the three and nine months ended September 30, 2020, respectively, and $82 million and $224 million for the three and nine months ended September 30, 2019, respectively. Such amounts are eliminated through the Corporate and Other line. | ||||
[3] | Former parent legacy items and (Gain) loss on the early extinguishment of debt are recorded in Corporate and Other. | ||||
[4] | Restructuring charges for the three months ended September 30, 2020 relate to the Facility and Operational Efficiencies Program. Restructuring charges for the nine months ended September 30, 2020 include $36 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. Restructuring charges for the three and nine months ended September 30, 2019 include $10 million and $25 million, respectively, related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, related to prior restructuring programs. | ||||
[5] | The three months ended September 30, 2020 includes restructuring charges of $11 million at Realogy Brokerage Group and $2 million at Corporate and Other. The three months ended September 30, 2019 includes restructuring charges of $2 million at Realogy Franchise Group, $8 million at Realogy Brokerage Group and $1 million at Corporate and Other. The nine months ended September 30, 2020 includes restructuring charges of $1 million at Realogy Franchise Group, $32 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $2 million at Corporate and Other. The nine months ended September 30, 2019 includes restructuring charges of $3 million at Realogy Franchise Group, $18 million at Realogy Brokerage Group, $2 million at Realogy Title Group and $6 million at Corporate and Other. | ||||
[6] | Impairments for the three months ended September 30, 2020 relate to lease asset impairments. Impairments for the nine months ended September 30, 2020 include a goodwill impairment charge of $413 million (which reduced the net carrying value of Realogy Brokerage Group by $314 million after accounting for the related income tax benefit of $99 million), an impairment charge of $30 million (which reduced the carrying value of trademarks at Realogy Franchise Group) and $17 million related to lease asset impairments.Impairments for the three and nine months ended September 30, 2019 include a goodwill impairment charge of $237 million (which reduced the net carrying value of Realogy Brokerage Group by $180 million after accounting for the related income tax benefit of $57 million). In addition, the three and nine months ended September 30, 2019 include other impairment charges primarily related to lease asset impairments of $3 million and $6 million, respectively. | ||||
[7] | Includes estimated loss on the sale of discontinued operations, net of tax of $43 million and $97 million for the three and nine months ended September 30, 2020, respectively. | ||||
[8] | Consists primarily of revenues related to gross commission income at Realogy Brokerage Group, which is recognized at a point in time at the closing of a homesale transaction. | ||||
[9] | Service revenue primarily consists of title and escrow fees at Realogy Title Group, which are recognized at a point in time at the closing of a homesale transaction. | ||||
[10] | Franchise fees at Realogy Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). | ||||
[11] | Other revenue is comprised of brand marketing funds received at Realogy Franchise Group from franchisees, third-party listing fees in 2019 and other miscellaneous revenues across all of the business segments. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 99 | $ (112) | $ (376) | $ (141) |
Currency translation adjustment | 0 | (1) | (1) | (1) |
Defined benefit pension plan—amortization of actuarial loss to periodic pension cost | 1 | 1 | 2 | 2 |
Other comprehensive income, before tax | 1 | 0 | 1 | 1 |
Income tax expense related to items of other comprehensive income amounts | 0 | 1 | 0 | 1 |
Other comprehensive income (loss), net of tax | 1 | (1) | 1 | 0 |
Comprehensive income (loss) | 100 | (113) | (375) | (141) |
Less: comprehensive income attributable to noncontrolling interests | (1) | (1) | (2) | (2) |
Comprehensive income (loss) attributable to Realogy Holdings and Realogy Group | $ 99 | $ (114) | $ (377) | $ (143) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 380 | $ 235 |
Accounts Receivable, after Allowance for Credit Loss, Current | 109 | 79 |
Accounts Receivable, Allowance for Credit Loss, Current | 13 | 11 |
Other current assets | 149 | 147 |
Current assets - held for sale | 583 | 750 |
Total current assets | 1,221 | 1,211 |
Property and equipment, net | 288 | 308 |
Operating lease assets, net | 477 | 515 |
Goodwill | 2,887 | 3,300 |
Trademarks | 643 | 673 |
Franchise agreements, net | 1,109 | 1,160 |
Other intangibles, net | 69 | 72 |
Other non-current assets | 354 | 304 |
Total assets | 7,048 | 7,543 |
Current liabilities: | ||
Accounts payable | 87 | 84 |
Current portion of long-term debt | 198 | 234 |
Current portion of operating lease liabilities | 125 | 122 |
Accrued expenses and other current liabilities | 439 | 350 |
Current liabilities - held for sale | 297 | 356 |
Total current liabilities | 1,146 | 1,146 |
Long-term debt | 3,159 | 3,211 |
Long-term operating lease liabilities | 441 | 467 |
Deferred income taxes | 279 | 390 |
Other non-current liabilities | 290 | 233 |
Total liabilities | 5,315 | 5,447 |
Equity: | ||
Realogy Holdings preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued and outstanding at September 30, 2020 and December 31, 2019 | $ 0 | $ 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Realogy Holdings common stock: $0.01 par value; 400,000,000 shares authorized, 115,440,569 shares issued and outstanding at September 30, 2020 and 114,355,519 shares issued and outstanding at December 31, 2019 | $ 1 | $ 1 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Outstanding | 115,440,569 | 114,355,519 |
Additional paid-in capital | $ 4,856 | $ 4,842 |
Accumulated deficit | (3,073) | (2,695) |
Accumulated other comprehensive loss | (55) | (56) |
Total stockholders' equity | 1,729 | 2,092 |
Noncontrolling interests | 4 | 4 |
Total equity | 1,733 | 2,096 |
Total liabilities and equity | $ 7,048 | $ 7,543 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | ||
Operating Activities | |||
Net income (loss) | $ (376) | $ (141) | |
Net loss from discontinued operations | 114 | 5 | |
Net income (loss) from continuing operations | (262) | (136) | |
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities: | |||
Depreciation and amortization | 134 | 126 | |
Deferred income taxes | (70) | (29) | |
Impairments | [1] | 460 | 243 |
Amortization of deferred financing costs and debt discount | 8 | 7 | |
Loss (gain) on the early extinguishment of debt | 8 | (5) | |
Equity in earnings of unconsolidated entities | 98 | 15 | |
Stock-based compensation | 18 | 22 | |
Mark-to-market adjustments on derivatives | 59 | 50 | |
Other adjustments to net loss | 0 | (3) | |
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | |||
Trade receivables | (30) | (17) | |
Other assets | 13 | (6) | |
Accounts payable, accrued expenses and other liabilities | 115 | 14 | |
Dividends received from unconsolidated entities | 59 | 2 | |
Other, net | (16) | (3) | |
Net cash provided by operating activities from continuing operations | 398 | 250 | |
Net cash provided by (used in) operating activities from discontinued operations | 20 | (20) | |
Net cash provided by operating activities | 418 | 230 | |
Investing Activities | |||
Property and equipment additions | (60) | (71) | |
Payments for acquisitions, net of cash acquired | (1) | (1) | |
Investment in unconsolidated entities | (2) | (10) | |
Other, net | (12) | 3 | |
Net cash used in investing activities from continuing operations | (75) | (79) | |
Net cash used in investing activities from discontinued operations | (9) | (7) | |
Net cash used in investing activities | (84) | (86) | |
Financing Activities | |||
Net change in Revolving Credit Facility | (50) | (5) | |
Proceeds from issuance of Senior Secured Second Lien Notes | 550 | 0 | |
Proceeds from issuance of Senior Notes | 0 | 550 | |
Redemption and repurchases of Senior Notes | (550) | (533) | |
Amortization payments on term loan facilities | (31) | (22) | |
Debt issuance costs | (14) | (9) | |
Cash paid for fees associated with early extinguishment of debt | (7) | (5) | |
Repurchase of common stock | 0 | (20) | |
Dividends paid on common stock | 0 | (31) | |
Taxes paid related to net share settlement for stock-based compensation | (5) | (6) | |
Payments of contingent consideration related to acquisitions | (1) | (3) | |
Other, net | (22) | (18) | |
Net cash used in financing activities from continuing operations | (130) | (102) | |
Net cash used in financing activities from discontinued operations | (73) | (2) | |
Net cash used in financing activities | (203) | (104) | |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 0 | 0 | |
Net increase in cash, cash equivalents and restricted cash | 131 | 40 | |
Cash, cash equivalents and restricted cash, beginning of period | 266 | 238 | |
Cash, cash equivalents and restricted cash, end of period | 397 | 278 | |
Less cash, cash equivalents and restricted cash of discontinued operations, end of period | 17 | 25 | |
Cash, cash equivalents and restricted cash of continuing operations, end of period | 380 | 253 | |
Supplemental Disclosure of Cash Flow Information | |||
Interest payments for continuing operations | 128 | 124 | |
Income tax (refunds) payments for continuing operations, net | $ (9) | $ 7 | |
[1] | Impairments for the three months ended September 30, 2020 relate to lease asset impairments. Impairments for the nine months ended September 30, 2020 include a goodwill impairment charge of $413 million (which reduced the net carrying value of Realogy Brokerage Group by $314 million after accounting for the related income tax benefit of $99 million), an impairment charge of $30 million (which reduced the carrying value of trademarks at Realogy Franchise Group) and $17 million related to lease asset impairments.Impairments for the three and nine months ended September 30, 2019 include a goodwill impairment charge of $237 million (which reduced the net carrying value of Realogy Brokerage Group by $180 million after accounting for the related income tax benefit of $57 million). In addition, the three and nine months ended September 30, 2019 include other impairment charges primarily related to lease asset impairments of $3 million and $6 million, respectively. |
Equity Stock Repurchases
Equity Stock Repurchases - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2019 | Feb. 22, 2019 | Feb. 26, 2018 | Feb. 23, 2017 | Feb. 24, 2016 | |
Stock Repurchases [Line Items] | |||||
Shares Repurchased and Retired During Period, Shares | 1.2 | ||||
Shares Repurchased and Retired During Period, Value | $ 20 | ||||
Weighted Average Market Price of Shares Repurchased and Retired During Period | $ 17.21 | ||||
Maximum | 2016 Stock Repurchase Plan | |||||
Stock Repurchases [Line Items] | |||||
Shares Authorized under Stock Repurchase Program, | $ 275 | ||||
Maximum | 2017 Stock Repurchase Plan | |||||
Stock Repurchases [Line Items] | |||||
Shares Authorized under Stock Repurchase Program, | $ 300 | ||||
Maximum | 2018 Stock Repurchase Plan | |||||
Stock Repurchases [Line Items] | |||||
Shares Authorized under Stock Repurchase Program, | $ 350 | ||||
Maximum | 2019 Stock Repurchase Plan | |||||
Stock Repurchases [Line Items] | |||||
Shares Authorized under Stock Repurchase Program, | $ 175 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | EQUITY Condensed Consolidated Statement of Changes in Equity for Realogy Holdings Three Months Ended September 30, 2020 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at June 30, 2020 115.4 $ 1 $ 4,847 $ (3,171) $ (56) $ 4 $ 1,625 Net income — — — 98 — 1 99 Other comprehensive income — — — — 1 — 1 Stock-based compensation — — 9 — — — 9 Issuance of shares for vesting of equity awards 0.1 — — — — — — Shares withheld for taxes on equity awards (0.1) — — — — — — Dividends — — — — — (1) (1) Balance at September 30, 2020 115.4 $ 1 $ 4,856 $ (3,073) $ (55) $ 4 $ 1,733 Three Months Ended September 30, 2019 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at June 30, 2019 114.3 $ 1 $ 4,837 $ (2,537) $ (51) $ 3 $ 2,253 Net (loss) income — — — (113) — 1 (112) Other comprehensive loss — — — — (1) — (1) Stock-based compensation — — 10 — — — 10 Dividends declared ($0.09 per share) — — (10) — — — (10) Balance at September 30, 2019 114.3 $ 1 $ 4,837 $ (2,650) $ (52) $ 4 $ 2,140 Nine Months Ended September 30, 2020 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2019 114.4 $ 1 $ 4,842 $ (2,695) $ (56) $ 4 $ 2,096 Net (loss) income — — — (378) — 2 (376) Other comprehensive income — — — — 1 — 1 Stock-based compensation — — 19 — — — 19 Issuance of shares for vesting of equity awards 1.6 — — — — — — Shares withheld for taxes on equity awards (0.6) — (5) — — — (5) Dividends — — — — — (2) (2) Balance at September 30, 2020 115.4 $ 1 $ 4,856 $ (3,073) $ (55) $ 4 $ 1,733 Nine Months Ended September 30, 2019 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2018 114.6 $ 1 $ 4,869 $ (2,507) $ (52) $ 4 $ 2,315 Net (loss) income — — — (143) — 2 (141) Repurchase of common stock (1.2) — (20) — — — (20) Stock-based compensation — — 25 — — — 25 Issuance of shares for vesting of equity awards 1.3 — — — — — — Shares withheld for taxes on equity awards (0.4) — (6) — — — (6) Dividends declared ($0.27 per share) — — (31) — — (2) (33) Balance at September 30, 2019 114.3 $ 1 $ 4,837 $ (2,650) $ (52) $ 4 $ 2,140 Condensed Consolidated Statement of Changes in Equity for Realogy Group The Company has not included a statement of changes in equity for Realogy Group as the operating results of Group are consistent with the operating results of Realogy Holdings as all revenue and expenses of Realogy Group flow up to Realogy Holdings and there are no incremental activities at the Realogy Holdings level. The only difference between Realogy Group and Realogy Holdings is that the $1 million in par value of common stock in Realogy Holdings' equity is included in additional paid-in capital in Realogy Group's equity. Stock Repurchases Shares of Company common stock that have been repurchased pursuant to prior authorizations from the Company's Board of Directors have been retired and are not displayed separately as treasury stock on the consolidated financial statements. The par value of the shares repurchased and retired is deducted from common stock and the excess of the purchase price over par value is first charged against any available additional paid-in capital with the balance charged to retained earnings. Direct costs incurred to repurchase the shares are included in the total cost of the shares. The Company's Board of Directors authorized a share repurchase program of up to $275 million, $300 million, $350 million and $175 million of the Company's common stock in February 2016, 2017, 2018 and 2019, respectively. In the first quarter of 2019, the Company repurchased and retired 1.2 million shares of common stock for $20 million at a weighted average market price of $17.21 per share. The Company has not repurchased any shares under the share repurchase programs since 2019, and in May 2020, the Company's Board of Directors terminated its outstanding share repurchase programs. The Company is restricted from repurchasing shares during the covenant period under the Amendments to the Senior Secured Credit Agreement and Term Loan A Agreement as well as pursuant to the restrictive covenants in the indentures governing the Unsecured Notes and 7.625% Senior Secured Second Lien Notes. See Note 5. "Short and Long-Term Debt — Senior Secured Credit Agreement and Term Loan A Agreement" and " — Unsecured Notes", to the Condensed Consolidated Financial Statements for additional information. Stock-Based Compensation During the first quarter of 2020, the Company granted restricted stock units related to 0.7 million shares with a weighted average grant date fair value of $9.70 and performance stock units related to 0.9 million shares with a weighted average grant date fair value of $9.23. The Company granted all time-based equity awards in the form of restricted stock units which are subject to ratable vesting over a three-year period. During the first quarter of 2020, instead of issuing stock-based compensation to certain employees, the Company issued $18 million of time-vested cash awards which vest annually over a three-year vesting period, $6 million of cash-settled long-term performance awards which are tied to cumulative free cash flow goals that will vest at the end of the three-year performance cycle based on achievement of the performance metric and $3 million of cash-settled awards based on the change in Realogy stock price that will vest at the end of the three-year performance cycle. |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | BASIS OF PRESENTATION Realogy Holdings Corp. ("Realogy Holdings", "Realogy" or the "Company") is a holding company for its consolidated subsidiaries including Realogy Intermediate Holdings LLC ("Realogy Intermediate") and Realogy Group LLC ("Realogy Group") and its consolidated subsidiaries. Realogy, through its subsidiaries, is a global provider of residential real estate services. Neither Realogy Holdings, the indirect parent of Realogy Group, nor Realogy Intermediate, the direct parent company of Realogy Group, conducts any operations other than with respect to its respective direct or indirect ownership of Realogy Group. As a result, the consolidated financial positions, results of operations, comprehensive income and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same. The accompanying Condensed Consolidated Financial Statements include the financial statements of Realogy Holdings and Realogy Group. Realogy Holdings' only asset is its investment in the common stock of Realogy Intermediate, and Realogy Intermediate's only asset is its investment in Realogy Group. Realogy Holdings' only obligations are its guarantees of certain borrowings and certain franchise obligations of Realogy Group. All expenses incurred by Realogy Holdings and Realogy Intermediate are for the benefit of Realogy Group and have been reflected in Realogy Group's Condensed Consolidated Financial Statements. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with Article 10 of Regulation S-X. Interim results may not be indicative of full year performance because of seasonal and short-term variations. The Company has eliminated all material intercompany transactions and balances between entities consolidated in these financial statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and the related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates. In management's opinion, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of Realogy Holdings and Realogy Group's financial position as of September 30, 2020 and the results of operations and comprehensive income (loss) for the three and nine months ended September 30, 2020 and 2019 and cash flows for the nine months ended September 30, 2020 and 2019. The Consolidated Balance Sheet at December 31, 2019 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2019. COVID-19 A strong recovery in the residential real estate market began late in the second quarter of 2020, following a period of sharp decline in homesale transactions starting in the final weeks of the first quarter of 2020. The Company attributes the recovery to date to a favorable mortgage rate environment, low inventory contributing to higher average homesale price, and increased demand as the quarantine restrictions in place in many states have begun to be relaxed. In addition, the Company observed growing strength in certain trends that it believes are largely driven by behavioral changes related to the COVID-19 crisis, including home buyer preferences for certain geographies, including suburban locations and attractive tax and weather destinations and second home purchases. In mid-March 2020, the Company began taking a series of proactive cost-saving measures in reaction to the evolving COVID-19 crisis, including salary reductions, furloughs and reductions in marketing and other spending which resulted in substantial cost-savings in the second quarter of 2020 to partially offset the decline in revenues. While these temporary cost-saving measures resulted in cost savings in the second and third quarters of 2020, almost all of such measures were reversed during the third quarter of 2020 based upon the significant improvement in the volume of homesale transactions and ongoing business needs. There remain significant uncertainties regarding the COVID-19 crisis, including the severity, duration and extent of the pandemic. The Company's business could be negatively impacted if the crisis, including adverse economic consequences of the crisis, worsen, if directives and mandates requiring businesses to again curtail or cease normal operations are reinstated, if mortgage rates rise, or if housing inventory constraints, across geographies and price point, limit homesale transaction growth. These negative impacts may be more pronounced in future periods and could have a material adverse effect on the Company's results of operations and liquidity. See Note 3, "Goodwill and Intangible Assets", to the Condensed Consolidated Financial Statements for additional information on goodwill and intangible asset impairment charges recorded in the first quarter of 2020 due to the impact on future earnings related to the COVID-19 pandemic which qualified as a triggering event for all of the Company's reporting units as of March 31, 2020, and Note 5, "Short and Long-Term Debt", to the Condensed Consolidated Financial Statements for additional information on the Company's amendments to the Senior Secured Credit Agreement and Term Loan A Agreement, pursuant to which the senior secured leverage ratio has been eased and certain other covenants have been tightened. Fair Value Measurements The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level Input: Input Definitions: Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach. The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. The following table summarizes fair value measurements by level at September 30, 2020 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 1 $ — $ — $ 1 Interest rate swaps (included in other non-current liabilities) — 94 — 94 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 2 $ — $ — $ 2 Interest rate swaps (included in other current and non-current liabilities) — 47 — 47 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 The fair value of the Company’s contingent consideration for acquisitions is measured using a probability weighted-average discount rate to estimate future cash flows based upon the likelihood of achieving future operating results for individual acquisitions. These assumptions are deemed to be unobservable inputs and as such the Company’s contingent consideration is classified within Level III of the valuation hierarchy. The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis. The following table presents changes in Level III financial liabilities measured at fair value on a recurring basis: Level III Fair value of contingent consideration at December 31, 2019 $ 4 Additions: contingent consideration related to acquisitions completed during the period 1 Reductions: payments of contingent consideration (1) Changes in fair value (reflected in general and administrative expenses) — Fair value of contingent consideration at September 30, 2020 $ 4 The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: September 30, 2020 December 31, 2019 Debt Principal Amount Estimated Principal Amount Estimated Senior Secured Credit Facility: Revolving Credit Facility $ 140 $ 140 $ 190 $ 190 Term Loan B 1,050 1,003 1,058 1,048 Term Loan A Facility: Term Loan A 694 664 717 705 7.625% Senior Secured Second Lien Notes 550 578 — — 5.25% Senior Notes — — 550 557 4.875% Senior Notes 407 403 407 401 9.375% Senior Notes 550 570 550 572 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. Equity Method Investments At September 30, 2020 and December 31, 2019, the Company had various equity method investments which are recorded within other non-current assets on the accompanying Condensed Consolidated Balance Sheets. The Company's investment in Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity") at Realogy Title Group had investment balances of $99 million and $60 million at September 30, 2020 and December 31, 2019, respectively. The Company recorded equity earnings of $51 million and $5 million related to its investment in Guaranteed Rate Affinity during the three months ended September 30, 2020 and 2019, respectively. The Company recorded equity earnings of $95 million and $12 million related to its investment in Guaranteed Rate Affinity during the nine months ended September 30, 2020 and 2019, respectively. The Company received $56 million in cash dividends from Guaranteed Rate Affinity during the nine months ended September 30, 2020 and no cash dividends during the nine months ended September 30, 2019. The Company invested $2 million of cash into Guaranteed Rate Affinity during the nine months ended September 30, 2019. The Company's other equity method investments at Realogy Title Group had investment balances totaling $9 million at both September 30, 2020 and December 31, 2019. The Company recorded equity earnings from the operations of these equity method investments of $2 million during both the three months ended September 30, 2020 and 2019. The Company recorded equity earnings from the operations of these equity method investments of $3 million during both the nine months ended September 30, 2020 and 2019. The Company received $3 million and $2 million in cash dividends from these equity method investments during the nine months ended September 30, 2020 and 2019, respectively. Income Taxes The provision for income taxes was an expense of $54 million and a benefit of $23 million for the three months ended September 30, 2020 and 2019, respectively, and a benefit of $67 million and $22 million for the nine months ended September 30, 2020 and 2019, respectively. Derivative Instruments The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The Company enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. Interest rates swaps with a notional value of $600 million expired on August 7, 2020. As of September 30, 2020, the Company had interest rate swaps with an aggregate notional value of $1,000 million to offset the variability in cash flows resulting from the term loan facilities as follows: Notional Value (in millions) Commencement Date Expiration Date $450 November 2017 November 2022 $400 August 2020 August 2025 $150 November 2022 November 2027 The swaps help to protect our outstanding variable rate borrowings from future interest rate volatility. The Company has not elected to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value is recorded in the Condensed Consolidated Statements of Operations. The fair value of derivative instruments was as follows: Not Designated as Hedging Instruments Balance Sheet Location September 30, 2020 December 31, 2019 Interest rate swap contracts Other current and non-current liabilities 94 47 The effect of derivative instruments on earnings was as follows: Derivative Instruments Not Designated as Hedging Instruments Location of Loss Recognized for Derivative Instruments Loss Recognized on Derivatives Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest rate swap contracts Interest expense $ — $ 12 $ 59 $ 50 Restricted Cash Restricted cash approximated $1 million at September 30, 2020 and zero at December 31, 2019. Revenue Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended September 30, Realogy Franchise Group Realogy Brokerage Group Realogy Title Corporate and Other Total 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 Gross commission income (a) $ — $ — $ 1,458 $ 1,201 $ — $ — $ — $ — $ 1,458 $ 1,201 Service revenue (b) 14 24 9 2 207 165 — — 230 191 Franchise fees (c) 227 186 — — — — (94) (78) 133 108 Other (d) 21 30 12 19 6 5 (3) (4) 36 50 Net revenues $ 262 $ 240 $ 1,479 $ 1,222 $ 213 $ 170 $ (97) $ (82) $ 1,857 $ 1,550 Nine Months Ended September 30, Realogy Franchise Group Realogy Brokerage Group Realogy Title Corporate and Other Total 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 Gross commission income (a) $ — $ — $ 3,227 $ 3,310 $ — $ — $ — $ — $ 3,227 $ 3,310 Service revenue (b) 41 66 18 7 494 430 — — 553 503 Franchise fees (c) 502 505 — — — — (213) (215) 289 290 Other (d) 66 108 36 52 16 14 (7) (9) 111 165 Net revenues $ 609 $ 679 $ 3,281 $ 3,369 $ 510 $ 444 $ (220) $ (224) $ 4,180 $ 4,268 ______________ (a) Consists primarily of revenues related to gross commission income at Realogy Brokerage Group, which is recognized at a point in time at the closing of a homesale transaction. (b) Service revenue primarily consists of title and escrow fees at Realogy Title Group, which are recognized at a point in time at the closing of a homesale transaction. (c) Franchise fees at Realogy Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). (d) Other revenue is comprised of brand marketing funds received at Realogy Franchise Group from franchisees, third-party listing fees in 2019 and other miscellaneous revenues across all of the business segments. The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period: Beginning Balance at January 1, 2020 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2020 Realogy Franchise Group: Deferred area development fees (a) $ 48 $ — $ (5) $ 43 Deferred brand marketing fund fees (b) 13 45 (50) 8 Other deferred income related to revenue contracts 11 19 (21) 9 Total Realogy Franchise Group 72 64 (76) 60 Realogy Brokerage Group: Advanced commissions related to development business (c) 9 6 (6) 9 Other deferred income related to revenue contracts 4 1 (2) 3 Total Realogy Brokerage Group 13 7 (8) 12 Total $ 85 $ 71 $ (84) $ 72 _______________ (a) The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. (b) Revenues recognized include intercompany marketing fees paid by Realogy Brokerage Group. (c) New development closings generally have a development period of between 18 and 24 months from contracted date to closing. Allowance for Doubtful Accounts The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance begins in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses. Supplemental Cash Flow Information Significant non-cash transactions during the nine months ended September 30, 2020 and 2019 included finance lease additions of $9 million and $12 million, respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities. Leases Other than the Company's facility closures as described in Note 6, "Restructuring Costs," the Company's lease obligations as of September 30, 2020 have not changed materially from the amounts reported in our 2019 Form 10-K. Recently Adopted Accounting Pronouncements The Company adopted the new accounting standard on Financial Instruments—Credit Losses (Topic 326) effective January 1, 2020. The new standard amends the guidance for measuring credit losses on certain financial instruments and financial assets, including trade receivables. The standard requires that companies recognize an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial instrument. The valuation allowance for credit losses should be recognized and measured based on historical experience, current conditions and expectations of the future. The initial adoption of this guidance did not have an impact to the Company’s Condensed Consolidated Financial Statements upon adoption on January 1, 2020. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). Recently issued standards 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. The FASB issued its new standard on Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity which simplifies the accounting for instruments with characteristics of liabilities and equity, including convertible debt. The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock resulting in fewer embedded conversion features being separately recognized from the host contract and the interest rate of more convertible debt instruments being closer to the coupon interest rate, as compared with current guidance. The new standard also amends the derivative guidance for the “own stock” scope exception, which exempts qualifying instruments from being accounted for as derivatives if certain criteria are met. In addition, the standard changes the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments. The new standard is effective for reporting periods beginning on or after December 15, 2021 with early adoption permitted as of January 1, 2021. The new standard requires adoption using either a full or modified retrospective approach and is not expected to have an impact on the Company's financial statements. |
Discontinued Operations and Dis
Discontinued Operations and Disposal Groups | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure | DISCONTINUED OPERATIONS On November 6, 2019, the Company entered into a Purchase and Sale Agreement for the acquisition of Cartus Relocation Services, the Company's global employee relocation business, by North American Van Lines, Inc. (as assignee of SIRVA Worldwide, Inc., or "SIRVA"). On August 8, 2020, the Company entered into a confidential settlement agreement with SIRVA and affiliates of Madison Dearborn Partners, LLC to mutually dismiss and release all claims related to the termination of the Purchase and Sale Agreement. Management conducted an assessment under held for sale and discontinued operations guidance in ASC 360 and ASC 205 and determined that as of September 30, 2020 held for sale and discontinued operations accounting treatment continues to be appropriate for Cartus Relocation Services. Commencing in the fourth quarter of 2019, the Company met the requirements to report the operating results of the Cartus Relocation Services business as discontinued operations. Accordingly, the income (loss) related to Cartus Relocation Services is reported in "Net (loss) income from discontinued operations" on the Condensed Consolidated Statements of Operations for all periods presented. In addition, the related assets and liabilities are reported as assets and liabilities held for sale on the Condensed Consolidated Balance Sheets. The cash flows related to discontinued operations have been segregated and are included in the Condensed Consolidated Statements of Cash Flows. The following table summarizes the operating results of discontinued operations described above and reflected within "Net (loss) income from discontinued operations" in the Company’s Condensed Consolidated Statements of Operations for each of the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net revenues $ 52 $ 79 $ 152 $ 210 Total expenses 57 69 176 216 (Loss) income from discontinued operations (5) 10 (24) (6) Estimated loss on the sale of discontinued operations (a) (59) — (133) — Income tax (benefit) expense from discontinued operations (18) 2 (43) (1) Net (loss) income from discontinued operations $ (46) $ 8 $ (114) $ (5) _______________ (a) Adjustment to record assets and liabilities held for sale at the lower of carrying value or fair value less any costs to sell based on a market price that is reasonable in relation to fair value. Assets and liabilities held for sale related to discontinued operations presented in the Condensed Consolidated Balance Sheets at September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Carrying amounts of the major classes of assets held for sale Cash and cash equivalents $ 13 $ 28 Restricted cash 4 3 Trade receivables 40 46 Relocation receivables 200 203 Other current assets 10 12 Property and equipment, net 42 36 Operating lease assets, net 21 36 Goodwill 176 176 Trademarks 76 76 Other intangibles, net 156 156 Allowance for reduction of assets held for sale (a) (155) (22) Total assets classified as held for sale $ 583 $ 750 Carrying amounts of the major classes of liabilities held for sale Accounts payable $ 45 $ 53 Securitization obligations 143 206 Current portion of operating lease liabilities 6 6 Accrued expenses and other current liabilities 78 62 Long-term operating lease liabilities 25 29 Total liabilities classified as held for sale $ 297 $ 356 _______________ (a) Adjustment to record assets and liabilities held for sale at the lower of carrying value or fair value less any costs to sell based on a market price that is reasonable in relation to fair value. Securitization Obligations Securitization Obligations in the table above are further broken out as follows: September 30, 2020 December 31, 2019 Securitization Obligations: Apple Ridge Funding LLC $ 137 $ 195 Cartus Financing Limited 6 11 Total Securitization Obligations $ 143 $ 206 Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program. In June 2020, Realogy Group reduced the maximum borrowing capacity under the Apple Ridge Funding LLC securitization program from $250 million to $200 million and, in August 2020, extended the facility to June 2021. As of September 30, 2020, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $137 million being utilized leaving $63 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. Realogy Group, through a special purpose entity known as Cartus Financing Limited, has agreements providing for a £10 million revolving loan facility and a £5 million working capital facility. In August 2020, Realogy Group extended the existing Cartus Financing Limited securitization program to August 2021. As of September 30, 2020, there were $6 million of outstanding borrowings under the facilities leaving $13 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. These Cartus Financing Limited facilities are secured by the relocation assets of a U.K. government contract in this special purpose entity and are therefore classified as permitted securitization financings as defined in Realogy Group’s Senior Secured Credit Agreement and the indentures governing the Unsecured Notes and 7.625% Senior Secured Second 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 Cartus Relocation Services and the Company. Certain of the funds that Realogy Group received from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $193 million and $200 million of underlying relocation receivables and other related relocation assets at September 30, 2020 and December 31, 2019, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Interest incurred in connection with borrowings under these facilities amounted to $1 million and $2 million for the three months ended September 30, 2020 and 2019, respectively, and $4 million and $6 million for the nine months ended September 30, 2020 and 2019, respectively. These securitization obligations represent floating rate debt for which the average weighted interest rate was 3.6% and 4.3% for the nine months ended September 30, 2020 and 2019, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure | GOODWILL AND INTANGIBLE ASSETS Impairment of Goodwill and Other Indefinite-lived Intangible Assets Goodwill represents the excess of acquisition costs over the fair value of the net tangible assets and identifiable intangible assets acquired in a business combination. Other indefinite-lived intangible assets primarily consist of trademarks acquired in business combinations. Goodwill and other indefinite-lived assets are not amortized, but are subject to impairment testing. The aggregate carrying values of our goodwill and other indefinite-lived intangible assets are subject to an impairment assessment annually as of October 1, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. This assessment compares carrying values of the goodwill reporting units and other indefinite lived intangible assets to their respective fair values and, when appropriate, the carrying value is reduced to fair value. In testing goodwill, the fair value of each reporting unit is estimated using the income approach, a discounted cash flow approach. For the other indefinite lived intangible assets, fair value is estimated using the relief from royalty method. Management utilizes long-term cash flow forecasts and the Company's annual operating plans adjusted for terminal value assumptions. The fair value of the Company's reporting units and other indefinite lived intangible assets are determined utilizing the best estimate of future revenues, operating expenses including commission expense, market and general economic conditions, trends in the industry, as well as assumptions that management believes marketplace participants would utilize including discount rates, cost of capital, trademark royalty rates, and long-term growth rates. The trademark royalty rate was determined by reviewing similar trademark agreements with third parties. Although management believes that assumptions are reasonable, actual results may vary significantly. During the first quarter of 2020, the Company determined that the impact on future earnings related to the COVID-19 pandemic qualified as a triggering event for all of our reporting units and accordingly, the Company performed an impairment assessment of goodwill and other indefinite-lived intangible assets as of March 31, 2020. This assessment resulted in the recognition of an impairment of Realogy Franchise Group trademarks of $30 million and a goodwill impairment of $413 million for Realogy Brokerage Group offset by an income tax benefit of $99 million resulting in a net reduction to Realogy Brokerage Group's carrying value of $314 million. The primary drivers to the impairments were a significant increase in the weighted average cost of capital due to the volatility in the capital and debt markets due to COVID-19 and the related lower projected financial results for 2020. The impairment charges are recorded on a separate line in the accompanying Condensed Consolidated Statements of Operations and are non-cash in nature. These impairment assessments involve the use of accounting estimates and assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. To address this uncertainty, a sensitivity analysis is performed on key estimates and assumptions. Under the income approach, management used key valuation assumptions in determining the fair value estimates of the Company's reporting units including a discount rate based on the Company's best estimate of the weighted average cost of capital and a long-term growth rate based on the Company's best estimate of terminal growth rates. As a result of the COVID-19 pandemic which caused volatility in the capital and debt markets, there was a significant increase in the weighted average cost of capital used to discount the future cash flows in the impairment assessment model. The following table provides a comparison of key assumptions used in the Company's impairment assessment performed in the first quarter of 2020 compared to the prior assessment performed in the fourth quarter of 2019: Weighted Average Cost of Capital Long-term Growth Rates First Quarter 2020 Fourth Quarter 2019 First Quarter 2020 Fourth Quarter 2019 Realogy Franchise Group 10.0% 8.5% 2.5% 2.5% Realogy Brokerage Group 11.0% 9.0% 2.0% 2.0% Realogy Title Group 11.0% 9.5% 2.5% 2.5% Given the increase in the discount rate and lower projected 2020 financial results in the first quarter 2020 impairment analysis, the estimated excess fair value over carrying value for Realogy Franchise Group and Realogy Title Group was reduced to 7% and 5%, respectively. While management believes the assumptions used in the impairment test are reasonable, a 100 basis point increase in the discount rate, holding other assumptions constant, would result in an impairment of goodwill at Realogy Franchise Group and Realogy Title Group. There is a significant amount of future uncertainty related to the impact of the COVID-19 pandemic. In addition, significant negative industry or economic trends, disruptions to the business, unexpected significant changes or planned changes in use of the assets, a decrease in business results, growth rates that fall below management's assumptions, divestitures, and a sustained decline in the Company's stock price and market capitalization may have a negative effect on the fair values and key valuation assumptions, and such changes could result in changes to management's estimates of fair value and a material impairment of goodwill or other indefinite-lived intangible assets. Goodwill Goodwill by reporting unit and changes in the carrying amount are as follows: Realogy Franchise Group Realogy Brokerage Group Realogy Total Balance at December 31, 2019 $ 2,476 $ 669 $ 155 $ 3,300 Goodwill acquired — — — — Impairment loss — (413) — (413) Balance at September 30, 2020 $ 2,476 $ 256 $ 155 $ 2,887 Accumulated impairment losses (a) $ 1,160 $ 808 $ 324 $ 2,292 _______________ (a) Includes impairment charges which reduced goodwill by $413 million, $237 million, $1,153 million and $489 million during the first quarter of 2020, third quarter of 2019, fourth quarter of 2008 and fourth quarter of 2007, respectively. Intangible Assets Intangible assets are as follows: As of September 30, 2020 As of December 31, 2019 Gross Accumulated Net Gross Accumulated Net Amortizable—Franchise agreements (a) $ 2,019 $ 910 $ 1,109 $ 2,019 $ 859 $ 1,160 Indefinite life—Trademarks (b) (c) $ 643 $ 643 $ 673 $ 673 Other Intangibles Amortizable—License agreements (d) $ 45 $ 13 $ 32 $ 45 $ 12 $ 33 Amortizable—Customer relationships (e) 71 58 13 71 57 14 Indefinite life—Title plant shares (f) 20 20 19 19 Amortizable—Other (g) 23 19 4 27 21 6 Total Other Intangibles $ 159 $ 90 $ 69 $ 162 $ 90 $ 72 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily related to real estate franchise brands which are expected to generate future cash flows for an indefinite period of time. (c) Realogy Franchise Group trademarks was impaired by $30 million during the first quarter of 2020. (d) 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). (e) Relates to the customer relationships at Realogy Title Group and Realogy Brokerage Group. These relationships are being amortized over a period of 2 to 12 years. (f) 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. (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 2020 2019 2020 2019 Franchise agreements $ 17 $ 17 $ 51 $ 51 License agreements 1 1 1 1 Customer relationships — — 1 2 Other 1 2 3 4 Total $ 19 $ 20 $ 56 $ 58 Based on the Company’s amortizable intangible assets as of September 30, 2020, the Company expects related amortization expense for the remainder of 2020, the four succeeding years and thereafter to be approximately $18 million, $72 million, $70 million, $70 million, $70 million and $858 million, respectively. |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
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, 2020 December 31, 2019 Accrued payroll and related employee costs $ 146 $ 103 Accrued volume incentives 35 35 Accrued commissions 52 32 Restructuring accruals 12 11 Deferred income 37 43 Accrued interest 46 18 Current portion of finance lease liabilities 13 13 Due to former parent 19 18 Other 79 77 Total accrued expenses and other current liabilities $ 439 $ 350 |
Short And Long Term-Debt
Short And Long Term-Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Short And Long-Term Debt | SHORT AND LONG-TERM DEBT Total indebtedness is as follows: September 30, 2020 December 31, 2019 Senior Secured Credit Facility: Revolving Credit Facility $ 140 $ 190 Term Loan B 1,039 1,045 Term Loan A Facility: Term Loan A 690 714 7.625% Senior Secured Second Lien Notes 540 — 5.25% Senior Notes — 548 4.875% Senior Notes 405 405 9.375% Senior Notes 543 543 Total Short-Term & Long-Term Debt $ 3,357 $ 3,445 Indebtedness Table As of September 30, 2020, the Company’s borrowing arrangements were as follows: Interest Expiration Principal Amount Unamortized Discount and Debt Issuance Costs Net Amount Senior Secured Credit Facility: Revolving Credit Facility (1) (2) February 2023 $ 140 $ * $ 140 Term Loan B (3) February 2025 1,050 11 1,039 Term Loan A Facility: Term Loan A (4) February 2023 694 4 690 Senior Secured Second Lien Notes 7.625% June 2025 550 10 540 Senior Notes 4.875% June 2023 407 2 405 Senior Notes 9.375% April 2027 550 7 543 Total $ 3,391 $ 34 $ 3,357 _______________ * The debt issuance costs related to our Revolving Credit Facility are classified as a deferred financing asset within other assets. (1) As of September 30, 2020, the $1,425 million Revolving Credit Facility had outstanding borrowings of $140 million, as well as $40 million of outstanding undrawn letters of credit. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. On November 3, 2020, the Company had no outstanding borrowings under the Revolving Credit Facility and $40 million of outstanding undrawn letters of credit. (2) Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2020 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. (3) The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). (4) The Term Loan A provides for quarterly amortization payments, based on a percentage of the original principal amount of the Term Loan A, as follows: 0.625% per quarter from June 30, 2018 to March 31, 2020; 1.25% per quarter from June 30, 2020 to March 31, 2021; 1.875% per quarter from June 30, 2021 to March 31, 2022; and 2.50% per quarter for periods ending on or after June 30, 2022, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. Maturities Table As of September 30, 2020, the combined aggregate amount of maturities for long-term borrowings for the remainder of 2020 and each of the next four years is as follows: Year Amount Remaining 2020 (a) $ 152 2021 62 2022 81 2023 982 2024 11 _______________ (a) Remaining 2020 includes amortization payments totaling $9 million and $3 million for the Term Loan A and Term Loan B facilities, respectively, as well as $140 million of revolver borrowings under the Revolving Credit Facility which expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $198 million shown on the Condensed Consolidated Balance Sheets consists of four quarters of amortization payments totaling $47 million and $11 million for the Term Loan A and Term Loan B facilities, respectively, and $140 million of revolver borrowings under the Revolving Credit Facility. Senior Secured Credit Agreement and Term Loan A Agreement The Company’s Amended and Restated Credit Agreement dated as of March 5, 2013, as amended, amended and restated, modified or supplemented from time to time (the “Senior Secured Credit Agreement”) governs the Company's senior secured credit facility (the “Senior Secured Credit Facility”, which includes the “Revolving Credit Facility” and the “Term Loan B”) and the Term Loan A Agreement dated as of October 23, 2015, as amended from time to time (the “Term Loan A Agreement”) governs the senior secured term loan A credit facility (the “Term Loan A Facility”). Senior Secured Credit Facility The Senior Secured Credit Facility includes: (a) the Term Loan B issued in the original aggregate principal amount of $1,080 million with a maturity date of February 2025. The Term Loan B has quarterly amortization payments totaling 1% per annum of the initial aggregate principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at Realogy Group's option, adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or ABR plus 1.25% (with an ABR floor of 1.75%); and (b) a $1,425 million Revolving Credit Facility with a maturity date of February 2023, which includes a $125 million letter of credit subfacility. The interest rate with respect to revolving loans under the Revolving Credit Facility is based on, at Realogy Group's option, adjusted LIBOR or ABR plus an additional margin subject to the following adjustments based on the Company’s then current senior secured leverage ratio: Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin Greater than 3.50 to 1.00 2.50% 1.50% Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 2.25% 1.25% Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 2.00% 1.00% Less than 2.00 to 1.00 1.75% 0.75% The obligations under the Senior Secured Credit Agreement are secured to the extent legally permissible by substantially all of the assets of Realogy Group, Realogy Intermediate and all of their domestic subsidiaries, other than certain excluded subsidiaries. Realogy Group’s Senior Secured Credit Agreement contains financial, affirmative and negative covenants and requires Realogy Group to maintain (so long as the Revolving Credit Facility is outstanding) a senior secured leverage ratio. On July 24, 2020, Realogy Group entered into amendments to the Senior Secured Credit Agreement and Term Loan A Agreement (referred to collectively herein as the “Amendments”), pursuant to which Realogy Group is required to maintain a senior secured leverage ratio not to exceed 6.50 to 1.00 commencing with the third quarter of 2020 through and including the second quarter of 2021. Following the second quarter of 2021, the maximum senior secured leverage ratio permitted will then step down to 5.50 to 1.00 for the third quarter of 2021 and thereafter step down by 0.25 on a quarterly basis to 4.75 to 1.00 (which was the applicable level prior to the effectiveness of the Amendments) on and after the second quarter of 2022. The Amendments also tighten certain other covenants during the period commencing on July 24, 2020 until the Company issues its financial results for the third quarter of 2021 and concurrently delivers an officer’s certificate to its lenders showing compliance with the quarterly financial covenant, subject to earlier termination, or the “covenant period.” If Realogy Group’s senior secured leverage ratio does not exceed 5.50 to 1.00 for the fiscal quarter ending June 30, 2021, the covenant period will end at the time the Company delivers the compliance certificate to the lenders for such period; however, in either instance, the gradual step down in the senior secured leverage ratio, as described above, will continue to apply. The covenants revised during this covenant period include the reduction or elimination of the amount available for certain types of additional indebtedness, liens, restricted payments (including dividends and stock repurchases), investments (including acquisitions and joint ventures), and voluntary junior debt repayments. The Company also may elect to end the covenant period at any time, provided the senior secured leverage ratio does not exceed 4.75 to 1.00 as of the most recently ended quarter for which financial statements have been delivered. In such event, the leverage ratio will reset to the pre-Amendment level of 4.75 to 1.00 thereafter. As of September 30, 2020, Realogy Group was required to maintain a senior secured leverage ratio not to exceed 6.50 to 1.00. The leverage ratio is tested quarterly regardless of the amount of borrowings outstanding and letters of credit issued under the Revolving Credit Facility at the testing date. Total senior secured net debt does not include the securitization obligations, 7.625% Senior Secured Second Lien Notes, or our unsecured indebtedness, including the Unsecured Notes. At September 30, 2020, Realogy Group was in compliance with the senior secured leverage ratio covenant with a senior secured leverage ratio of 2.29 to 1.00 . For the calculation of the senior secured leverage ratio for the third quarter of 2020, see Part I., Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations—Senior Secured Leverage Ratio applicable to our Senior Secured Credit Facility and Term Loan A Facility. Term Loan A Facility The Term Loan A of $750 million due February 2023 provides for quarterly amortization based on a percentage of the original principal amount of the Term Loan A, as follows: 0.625% per quarter from June 30, 2018 to March 31, 2020; 1.25% per quarter from June 30, 2020 to March 31, 2021; 1.875% per quarter from June 30, 2021 to March 31, 2022; and 2.50% per quarter for periods ending on or after June 30, 2022, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, adjusted LIBOR or ABR plus an additional margin subject to the following adjustments based on the Company’s then current senior secured leverage ratio: Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin Greater than 3.50 to 1.00 2.50% 1.50% Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 2.25% 1.25% Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 2.00% 1.00% Less than 2.00 to 1.00 1.75% 0.75% The Term Loan A Agreement contains covenants that are substantially similar to those in the Senior Secured Credit Agreement. The Amendment to the Term Loan A Agreement, effective July 24, 2020, contains provisions substantially similar to those contained in the Amendment to the Senior Secured Credit Agreement. Senior Secured Second Lien Notes In June 2020, Realogy Group issued $550 million 7.625% Senior Secured Second Lien Notes. The 7.625% Senior Secured Second Lien Notes mature on June 15, 2025 and interest is payable semiannually on June 15 and December 15 of each year, commencing December 15, 2020. The 7.625% Senior Secured Second Lien Notes are guaranteed on a senior secured second priority basis by Realogy Intermediate and each domestic subsidiary of Realogy Group, other than certain excluded entities, that is a guarantor under its Senior Secured Credit Facility and Term Loan A Facility and certain of its outstanding debt securities. The 7.625% Senior Secured Second Lien Notes are also guaranteed by Realogy Holdings on an unsecured senior subordinated basis. The 7.625% Senior Secured Second Lien Notes are secured by substantially the same collateral as Realogy Group's existing first lien obligations under its Senior Secured Credit Facility and Term Loan A Facility on a second priority basis. The indentures governing the 7.625% Senior Secured Second Lien Notes contain various covenants that limit the ability of Realogy Intermediate, Realogy Group and Realogy Group’s restricted subsidiaries to take certain actions, which covenants are subject to a number of important exceptions and qualifications. These covenants are substantially similar to the covenants in the indenture governing the 9.375% Senior Notes due 2027, as described under Unsecured Notes below. Unsecured Notes In June 2020, the Company used the entire net proceeds from the $550 million 7.625% Senior Secured Second Lien Notes, together with cash on hand, to fund the redemption of all of the outstanding 5.25% Senior Notes due 2021, and to pay related interest, premium, fees, and expenses. The 4.875% Senior Notes and the 9.375% Senior Notes (collectively the "Unsecured Notes") are unsecured senior obligations of Realogy Group that mature on June 1, 2023 and April 1, 2027, respectively. Interest on the Unsecured Notes is payable each year semiannually on June 1 and December 1 for the 4.875% Senior Notes, and on April 1 and October 1 for the 9.375% Senior Notes. The Unsecured Notes are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility, Term Loan A Facility and Realogy Group's outstanding debt securities and are guaranteed by Realogy Holdings on an unsecured senior subordinated basis. The indentures governing the Unsecured Notes contain various negative covenants that limit Realogy Group's and its restricted subsidiaries’ ability to take certain actions, which covenants are subject to a number of important exceptions and qualifications. These covenants include limitations on Realogy Group's and its restricted subsidiaries’ ability to (a) incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock, (b) pay dividends or make distributions to their stockholders, (c) repurchase or redeem capital stock, (d) make investments or acquisitions, (e) incur restrictions on the ability of certain of their subsidiaries to pay dividends or to make other payments to Realogy Group, (f) enter into transactions with affiliates, (g) create liens, (h) merge or consolidate with other companies or transfer all or substantially all of their assets, (i) transfer or sell assets, including capital stock of subsidiaries and (j) prepay, redeem or repurchase debt that is subordinated in right of payment to the Unsecured Notes. The covenants in the indenture governing the 9.375% Senior Notes are substantially similar to the covenants in the indentures governing the other Unsecured Notes, with certain exceptions, including several changes relating to Realogy Group’s ability to make restricted payments, and in particular, its ability to repurchase shares and pay dividends. Specifically, (a) the cumulative credit basket for restricted payments (i) was reset to zero and builds from January 1, 2019, (ii) builds at 25% of Consolidated Net Income (as defined in the indenture governing the 9.375% Senior Notes) when the consolidated leverage ratio (as defined below) is equal to or greater than 4.0 to 1.0 (and 50% of Consolidated Net Income when it is less than 4.0 to 1.0) and, consistent with the indentures governing the other Unsecured Notes, is reduced by 100% of the deficit when Consolidated Net Income is a deficit and (iii) may not be used when the consolidated leverage ratio is equal to or greater than 4.0 to 1.0; (b) the $100 million general restricted payment basket may be used only for Restricted Investments (as defined in the indenture governing the 9.375% Senior Notes); (c) the indenture governing the 9.375% Senior Notes requires the consolidated leverage ratio to be less than 3.0 to 1.0 to use the unlimited general restricted payment basket (which payments will reduce the cumulative credit basket, but not below zero); and (d) the indenture governing the 9.375% Senior Notes contains a new restricted payment basket that may be used for up to $45 million of dividends per calendar year. The consolidated leverage ratio is measured by dividing Realogy Group's total net debt by the trailing four quarters EBITDA. EBITDA, as defined in the indenture governing the 9.375% Senior Notes, is substantially similar to EBITDA calculated on a Pro Forma Basis, as those terms are defined in the Senior Secured Credit Agreement; however, under the Senior Secured Credit Agreement and Term Loan A Agreement (but not the indentures), the Company should include net after-tax gains or losses attributable to discontinued operations (pending divestiture) from the definition of consolidated net income solely for purposes of calculating compliance with the senior secured leverage ratio. Net debt under the indenture is Realogy Group's total indebtedness less (i) its cash and cash equivalents in excess of restricted cash and (ii) a $200 million seasonality adjustment permitted when measuring the ratio on a date during the period of March 1 to May 31. Gain/Loss on the Early Extinguishment of Debt During the nine months ended September 30, 2020, the Company recorded a loss on the early extinguishment of debt of $8 million as a result of the issuance of $550 million of 7.625% Senior Secured Second Lien Notes due 2025 and the redemption of $550 million of 5.25% Senior Notes due 2021 in June 2020. During the nine months ended September 30, 2019, the Company recorded a gain on the early extinguishment of debt of $5 million which consisted of a $10 million gain as a result of the repurchase of $93 million of its 4.875% Senior Notes during the third quarter of 2019, partially offset by a $5 million loss a s a result of the refinancing transactions in the first quarter of 2019 . |
Restructuring Costs Restructuri
Restructuring Costs Restructuring Costs | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure | . RESTRUCTURING COSTS Restructuring charges were $13 million and $38 million for the three and nine months ended September 30, 2020, respectively, and $11 million and $29 million for the three and nine months ended September 30, 2019, respectively. The components of the restructuring charges for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Personnel-related costs (1) $ 3 $ 4 $ 10 $ 17 Facility-related costs (2) 10 6 28 11 Other restructuring costs (3) — 1 — 1 Total restructuring charges (4) $ 13 $ 11 $ 38 $ 29 _______________ (1) Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. (2) Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. (3) Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities which are primarily included in the Corporate and Other business segment. (4) Restructuring charges for the three months ended September 30, 2020 relate to the Facility and Operational Efficiencies Program. Restructuring charges for the nine months ended September 30, 2020 include $36 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. Restructuring charges for the three and nine months ended September 30, 2019 include $10 million and $25 million, respectively, related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, related to prior restructuring programs. Facility and Operational Efficiencies Program Beginning in the first quarter of 2019, the Company commenced the implementation of a plan to accelerate its office consolidation to reduce storefront costs, as well as institute other operational efficiencies to drive profitability. In addition, the Company commenced a plan to transform and centralize certain aspects of the operational support and drive changes in how it serves its affiliated independent sales agents from a marketing and technology perspective to help such agents be more productive and enable them to make their businesses more profitable. In the third quarter of 2019, the Company reduced headcount in connection with the wind-down of a former affinity program. In the fourth quarter of 2019, the Company expanded its operational efficiencies program to focus on workforce optimization. This workforce optimization initiative is focused on consolidating similar or overlapping roles, reducing the number of hierarchical layers and streamlining work and decision making. Furthermore, at the end of 2019, the Company expanded these strategic initiatives which have resulted in additional operational and facility related efficiencies in 2020. Additionally, the Company is evaluating its current office space needs and plans to transition to having more employees in a remote working environment as a result of opportunities identified during the COVID-19 crisis. As a result, additional facility and operational efficiencies are expected to be identified and implemented in the fourth quarter of 2020 and during 2021. The following is a reconciliation of the beginning and ending reserve balances related to the Facility and Operational Efficiencies Program: Personnel-related costs Facility-related costs Total Balance at December 31, 2019 $ 6 $ 5 $ 11 Restructuring charges (1) 10 26 36 Costs paid or otherwise settled (14) (19) (33) Balance at September 30, 2020 $ 2 $ 12 $ 14 _______________ (1) In addition, the Company incurred an additional $17 million of facility-related costs for lease asset impairments in connection with the Facility and Operational Efficiencies Program during the nine months ended September 30, 2020. The following table shows the total costs currently expected to be incurred by type of cost related to the Facility and Operational Efficiencies Program: Total amount expected to be incurred (1) Amount incurred Total amount remaining to be incurred (1) Personnel-related costs $ 34 $ 31 $ 3 Facility-related costs 73 42 31 Other restructuring costs 1 1 — Total $ 108 $ 74 $ 34 _______________ (1) Facility-related costs include potential lease asset impairments to be incurred under the Facility and Operational Efficiencies Program. The following table shows the total costs currently expected to be incurred by reportable segment related to the Facility and Operational Efficiencies Program: Total amount expected to be incurred Amount incurred Total amount remaining to be incurred Realogy Franchise Group $ 5 $ 5 $ — Realogy Brokerage Group 84 55 29 Realogy Title Group 5 5 — Corporate and Other 14 9 5 Total $ 108 $ 74 $ 34 Leadership Realignment and Other Restructuring Activities Beginning in the first quarter of 2018, the Company commenced the implementation of a plan to drive its business forward and enhance stockholder value. The key aspects of this plan included senior leadership realignment, an enhanced focus on technology and talent, as well as further attention to office footprint and other operational efficiencies. The activities undertaken in connection with the restructuring plan are complete. At December 31, 2019, the remaining liability was $5 million. During the nine months ended September 30, 2020, the Company incurred facility-related costs of $2 million and paid or settled costs of $4 million resulting in a remaining accrual of $3 million. |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS (LOSS) PER SHARE Earnings (loss) per share attributable to Realogy Holdings Basic earnings (loss) per share is computed based on net income (loss) attributable to Realogy Holdings stockholders divided by the basic weighted-average shares outstanding during the period. Dilutive earnings (loss) 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 (loss) per share: Three Months Ended Nine Months Ended (in millions, except per share data) 2020 2019 2020 2019 Numerator: Numerator for earnings (loss) per share—continuing operations Net income (loss) from continuing operations $ 145 $ (120) $ (262) $ (136) Less: Net income attributable to noncontrolling interests (1) (1) (2) (2) Net income (loss) from continuing operations attributable to Realogy Holdings $ 144 $ (121) $ (264) $ (138) Numerator for earnings (loss) per share—discontinued operations Net (loss) income from discontinued operations $ (46) $ 8 $ (114) $ (5) Net income (loss) attributable to Realogy Holdings shareholders $ 98 $ (113) $ (378) $ (143) Denominator: Weighted average common shares outstanding (denominator for basic earnings (loss) per share calculation) 115.4 114.3 115.2 114.2 Dilutive effect of stock-based compensation (a)(b) 1.3 — — — Weighted average common shares outstanding (denominator for diluted earnings (loss) per share calculation) 116.7 114.3 115.2 114.2 Basic earnings (loss) per share attributable to Realogy Holdings shareholders: Basic earnings (loss) per share from continuing operations $ 1.25 $ (1.06) $ (2.29) $ (1.21) Basic (loss) earnings per share from discontinued operations (0.40) 0.07 (0.99) (0.04) Basic earnings (loss) per share $ 0.85 $ (0.99) $ (3.28) $ (1.25) Diluted earnings (loss) per share attributable to Realogy Holdings shareholders: Diluted earnings (loss) per share from continuing operations $ 1.23 $ (1.06) $ (2.29) $ (1.21) Diluted (loss) earnings per share from discontinued operations (0.39) 0.07 (0.99) (0.04) Diluted earnings (loss) per share $ 0.84 $ (0.99) $ (3.28) $ (1.25) _______________ (a) The three months ended September 30, 2020 exclude 8.3 million of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. (b) The Company had a net loss from continuing operations for the nine months ended September 30, 2020 and three and nine months ended September 30, 2019 and therefore the impact of incentive equity awards were excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The reportable segments presented below represent the Company’s 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 segments. During the first quarter of 2020, Realogy Leads Group was consolidated into Realogy Franchise Group and the segment change is reflected for all periods presented. Realogy Leads Group, which previously was part of Cartus, consists of the Company's affinity and broker-to-broker business, as well as the broker network made up of agents and brokers from Realogy’s residential real estate brands and certain independent real estate brokers (which is referred to as the Realogy Advantage Broker Network). Management evaluates the operating results of each of its reportable segments based upon revenue and Operating EBITDA. Operating EBITDA is defined by us as net income (loss) before depreciation and amortization, interest expense, net, income taxes, and other items that are not core to the operating activities of the Company such as restructuring charges, former parent legacy items, gains or losses on the early extinguishment of debt, impairments, gains or losses on discontinued operations and gains or losses on the sale of investments or other assets. The Company’s presentation of Operating EBITDA may not be comparable to similar measures used by other companies. Revenues (a) (b) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Realogy Franchise Group $ 262 $ 240 $ 609 $ 679 Realogy Brokerage Group 1,479 1,222 3,281 3,369 Realogy Title Group 213 170 510 444 Corporate and Other (c) (97) (82) (220) (224) Total Company $ 1,857 $ 1,550 $ 4,180 $ 4,268 _______________ (a) Transactions between segments are eliminated in consolidation. Revenues for the Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $97 million and $220 million for the three and nine months ended September 30, 2020, respectively, and $82 million and $224 million for the three and nine months ended September 30, 2019, respectively. Such amounts are eliminated through the Corporate and Other line. (b) Revenues for Realogy Franchise Group include intercompany referral commissions related to Realogy Advantage Broker Network paid by Realogy Brokerage Group of $3 million and $8 million for the three and nine months ended September 30, 2020, respectively, and $6 million and $14 million for the three and nine months ended September 30, 2019, respectively. Such amounts are recorded as contra-revenues by Realogy Brokerage Group. There are no other material intersegment transactions. (c) Includes the elimination of transactions between segments. Operating EBITDA Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Realogy Franchise Group $ 196 $ 170 $ 419 $ 448 Realogy Brokerage Group 61 31 25 16 Realogy Title Group 95 31 168 54 Corporate and Other (a) (43) (26) (94) (75) Total continuing operations 309 206 518 443 Less: Depreciation and amortization 43 42 134 126 Interest expense, net 48 66 208 209 Income tax expense (benefit) 54 (23) (67) (22) Restructuring costs, net (b) 13 11 38 29 Impairments (c) 6 240 460 243 Former parent legacy cost (d) 1 1 1 1 (Gain) loss on the early extinguishment of debt (d) — (10) 8 (5) Net income (loss) from continuing operations attributable to Realogy Holdings and Realogy Group 144 (121) (264) (138) Net (loss) income from discontinued operations (e) (46) 8 (114) (5) Net income (loss) attributable to Realogy Holdings and Realogy Group $ 98 $ (113) $ (378) $ (143) _______________ (a) Includes the elimination of transactions between segments. (b) The three months ended September 30, 2020 includes restructuring charges of $11 million at Realogy Brokerage Group and $2 million at Corporate and Other. The three months ended September 30, 2019 includes restructuring charges of $2 million at Realogy Franchise Group, $8 million at Realogy Brokerage Group and $1 million at Corporate and Other. The nine months ended September 30, 2020 includes restructuring charges of $1 million at Realogy Franchise Group, $32 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $2 million at Corporate and Other. The nine months ended September 30, 2019 includes restructuring charges of $3 million at Realogy Franchise Group, $18 million at Realogy Brokerage Group, $2 million at Realogy Title Group and $6 million at Corporate and Other. (c) Impairments for the three months ended September 30, 2020 relate to lease asset impairments. Impairments for the nine months ended September 30, 2020 include a goodwill impairment charge of $413 million (which reduced the net carrying value of Realogy Brokerage Group by $314 million after accounting for the related income tax benefit of $99 million), an impairment charge of $30 million (which reduced the carrying value of trademarks at Realogy Franchise Group) and $17 million related to lease asset impairments. Impairments for the three and nine months ended September 30, 2019 include a goodwill impairment charge of $237 million (which reduced the net carrying value of Realogy Brokerage Group by $180 million after accounting for the related income tax benefit of $57 million). In addition, the three and nine months ended September 30, 2019 include other impairment charges primarily related to lease asset impairments of $3 million and $6 million, respectively. (d) Former parent legacy items and (Gain) loss on the early extinguishment of debt are recorded in Corporate and Other. (e) Includes estimated loss on the sale of discontinued operations, net of tax of $43 million and $97 million for the three and nine months ended September 30, 2020, respectively. |
Basis Of Presentation Basis of
Basis Of Presentation Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Measurement, Policy | The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level Input: Input Definitions: Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach. The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. The following table summarizes fair value measurements by level at September 30, 2020 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 1 $ — $ — $ 1 Interest rate swaps (included in other non-current liabilities) — 94 — 94 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 2 $ — $ — $ 2 Interest rate swaps (included in other current and non-current liabilities) — 47 — 47 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 The fair value of the Company’s contingent consideration for acquisitions is measured using a probability weighted-average discount rate to estimate future cash flows based upon the likelihood of achieving future operating results for individual acquisitions. These assumptions are deemed to be unobservable inputs and as such the Company’s contingent consideration is classified within Level III of the valuation hierarchy. The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis. The following table presents changes in Level III financial liabilities measured at fair value on a recurring basis: Level III Fair value of contingent consideration at December 31, 2019 $ 4 Additions: contingent consideration related to acquisitions completed during the period 1 Reductions: payments of contingent consideration (1) Changes in fair value (reflected in general and administrative expenses) — Fair value of contingent consideration at September 30, 2020 $ 4 The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: September 30, 2020 December 31, 2019 Debt Principal Amount Estimated Principal Amount Estimated Senior Secured Credit Facility: Revolving Credit Facility $ 140 $ 140 $ 190 $ 190 Term Loan B 1,050 1,003 1,058 1,048 Term Loan A Facility: Term Loan A 694 664 717 705 7.625% Senior Secured Second Lien Notes 550 578 — — 5.25% Senior Notes — — 550 557 4.875% Senior Notes 407 403 407 401 9.375% Senior Notes 550 570 550 572 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Equity Method Investments, Policy | Equity Method Investments At September 30, 2020 and December 31, 2019, the Company had various equity method investments which are recorded within other non-current assets on the accompanying Condensed Consolidated Balance Sheets. The Company's investment in Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity") at Realogy Title Group had investment balances of $99 million and $60 million at September 30, 2020 and December 31, 2019, respectively. The Company recorded equity earnings of $51 million and $5 million related to its investment in Guaranteed Rate Affinity during the three months ended September 30, 2020 and 2019, respectively. The Company recorded equity earnings of $95 million and $12 million related to its investment in Guaranteed Rate Affinity during the nine months ended September 30, 2020 and 2019, respectively. The Company received $56 million in cash dividends from Guaranteed Rate Affinity during the nine months ended September 30, 2020 and no cash dividends during the nine months ended September 30, 2019. The Company invested $2 million of cash into Guaranteed Rate Affinity during the nine months ended September 30, 2019. |
Income Tax, Policy | Income Taxes The provision for income taxes was an expense of $54 million and a benefit of $23 million for the three months ended September 30, 2020 and 2019, respectively, and a benefit of $67 million and $22 million for the nine months ended September 30, 2020 and 2019, respectively. |
Derivatives, Policy | Derivative Instruments The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The Company enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. Interest rates swaps with a notional value of $600 million expired on August 7, 2020. As of September 30, 2020, the Company had interest rate swaps with an aggregate notional value of $1,000 million to offset the variability in cash flows resulting from the term loan facilities as follows: Notional Value (in millions) Commencement Date Expiration Date $450 November 2017 November 2022 $400 August 2020 August 2025 $150 November 2022 November 2027 The swaps help to protect our outstanding variable rate borrowings from future interest rate volatility. The Company has not elected to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value is recorded in the Condensed Consolidated Statements of Operations. The fair value of derivative instruments was as follows: Not Designated as Hedging Instruments Balance Sheet Location September 30, 2020 December 31, 2019 Interest rate swap contracts Other current and non-current liabilities 94 47 The effect of derivative instruments on earnings was as follows: Derivative Instruments Not Designated as Hedging Instruments Location of Loss Recognized for Derivative Instruments Loss Recognized on Derivatives Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest rate swap contracts Interest expense $ — $ 12 $ 59 $ 50 |
Revenue [Policy Text Block] | Revenue Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended September 30, Realogy Franchise Group Realogy Brokerage Group Realogy Title Corporate and Other Total 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 Gross commission income (a) $ — $ — $ 1,458 $ 1,201 $ — $ — $ — $ — $ 1,458 $ 1,201 Service revenue (b) 14 24 9 2 207 165 — — 230 191 Franchise fees (c) 227 186 — — — — (94) (78) 133 108 Other (d) 21 30 12 19 6 5 (3) (4) 36 50 Net revenues $ 262 $ 240 $ 1,479 $ 1,222 $ 213 $ 170 $ (97) $ (82) $ 1,857 $ 1,550 Nine Months Ended September 30, Realogy Franchise Group Realogy Brokerage Group Realogy Title Corporate and Other Total 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 Gross commission income (a) $ — $ — $ 3,227 $ 3,310 $ — $ — $ — $ — $ 3,227 $ 3,310 Service revenue (b) 41 66 18 7 494 430 — — 553 503 Franchise fees (c) 502 505 — — — — (213) (215) 289 290 Other (d) 66 108 36 52 16 14 (7) (9) 111 165 Net revenues $ 609 $ 679 $ 3,281 $ 3,369 $ 510 $ 444 $ (220) $ (224) $ 4,180 $ 4,268 ______________ (a) Consists primarily of revenues related to gross commission income at Realogy Brokerage Group, which is recognized at a point in time at the closing of a homesale transaction. (b) Service revenue primarily consists of title and escrow fees at Realogy Title Group, which are recognized at a point in time at the closing of a homesale transaction. (c) Franchise fees at Realogy Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). (d) Other revenue is comprised of brand marketing funds received at Realogy Franchise Group from franchisees, third-party listing fees in 2019 and other miscellaneous revenues across all of the business segments. The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period: Beginning Balance at January 1, 2020 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2020 Realogy Franchise Group: Deferred area development fees (a) $ 48 $ — $ (5) $ 43 Deferred brand marketing fund fees (b) 13 45 (50) 8 Other deferred income related to revenue contracts 11 19 (21) 9 Total Realogy Franchise Group 72 64 (76) 60 Realogy Brokerage Group: Advanced commissions related to development business (c) 9 6 (6) 9 Other deferred income related to revenue contracts 4 1 (2) 3 Total Realogy Brokerage Group 13 7 (8) 12 Total $ 85 $ 71 $ (84) $ 72 _______________ (a) The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. (b) Revenues recognized include intercompany marketing fees paid by Realogy Brokerage Group. (c) New development closings generally have a development period of between 18 and 24 months from contracted date to closing. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy | Allowance for Doubtful Accounts The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance begins in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy | Supplemental Cash Flow Information Significant non-cash transactions during the nine months ended September 30, 2020 and 2019 included finance lease additions of $9 million and $12 million, respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities. |
New Accounting Pronouncements, Policy | Recently Adopted Accounting Pronouncements The Company adopted the new accounting standard on Financial Instruments—Credit Losses (Topic 326) effective January 1, 2020. The new standard amends the guidance for measuring credit losses on certain financial instruments and financial assets, including trade receivables. The standard requires that companies recognize an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial instrument. The valuation allowance for credit losses should be recognized and measured based on historical experience, current conditions and expectations of the future. The initial adoption of this guidance did not have an impact to the Company’s Condensed Consolidated Financial Statements upon adoption on January 1, 2020. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). Recently issued standards 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. The FASB issued its new standard on Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Intangible Assets, Goodwill and
Intangible Assets, Goodwill and Other (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Policy | Goodwill represents the excess of acquisition costs over the fair value of the net tangible assets and identifiable intangible assets acquired in a business combination. Other indefinite-lived intangible assets primarily consist of trademarks acquired in business combinations. Goodwill and other indefinite-lived assets are not amortized, but are subject to impairment testing. The aggregate carrying values of our goodwill and other indefinite-lived intangible assets are subject to an impairment assessment annually as of October 1, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. This assessment compares carrying values of the goodwill reporting units and other indefinite lived intangible assets to their respective fair values and, when appropriate, the carrying value is reduced to fair value. In testing goodwill, the fair value of each reporting unit is estimated using the income approach, a discounted cash flow approach. For the other indefinite lived intangible assets, fair value is estimated using the relief from royalty method. Management utilizes long-term cash flow forecasts and the Company's annual operating plans adjusted for terminal value assumptions. The fair value of the Company's reporting units and other indefinite lived intangible assets are determined utilizing the best estimate of future revenues, operating expenses including commission expense, market and general economic conditions, trends in the industry, as well as assumptions that management believes marketplace participants would utilize including discount rates, cost of capital, trademark royalty rates, and long-term growth rates. The trademark royalty rate was determined by reviewing similar trademark agreements with third parties. Although management believes that assumptions are reasonable, actual results may vary significantly. |
Equity (Policies)
Equity (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stock Repurchase Policy [Policy Text Block] | Stock Repurchases Shares of Company common stock that have been repurchased pursuant to prior authorizations from the Company's Board of Directors have been retired and are not displayed separately as treasury stock on the consolidated financial statements. The par value of the shares repurchased and retired is deducted from common stock and the excess of the purchase price over par value is first charged against any available additional paid-in capital with the balance charged to retained earnings. Direct costs incurred to repurchase the shares are included in the total cost of the shares. The Company's Board of Directors authorized a share repurchase program of up to $275 million, $300 million, $350 million and $175 million of the Company's common stock in February 2016, 2017, 2018 and 2019, respectively. In the first quarter of 2019, the Company repurchased and retired 1.2 million shares of common stock for $20 million at a weighted average market price of $17.21 per share. The Company has not repurchased any shares under the share repurchase programs since 2019, and in May 2020, the Company's Board of Directors terminated its outstanding share repurchase programs. |
Basis Of Presentation (Tables)
Basis Of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Hierarchy | The following table summarizes fair value measurements by level at September 30, 2020 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 1 $ — $ — $ 1 Interest rate swaps (included in other non-current liabilities) — 94 — 94 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 2 $ — $ — $ 2 Interest rate swaps (included in other current and non-current liabilities) — 47 — 47 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents changes in Level III financial liabilities measured at fair value on a recurring basis: Level III Fair value of contingent consideration at December 31, 2019 $ 4 Additions: contingent consideration related to acquisitions completed during the period 1 Reductions: payments of contingent consideration (1) Changes in fair value (reflected in general and administrative expenses) — Fair value of contingent consideration at September 30, 2020 $ 4 |
Fair Value, by Balance Sheet Grouping | The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: September 30, 2020 December 31, 2019 Debt Principal Amount Estimated Principal Amount Estimated Senior Secured Credit Facility: Revolving Credit Facility $ 140 $ 140 $ 190 $ 190 Term Loan B 1,050 1,003 1,058 1,048 Term Loan A Facility: Term Loan A 694 664 717 705 7.625% Senior Secured Second Lien Notes 550 578 — — 5.25% Senior Notes — — 550 557 4.875% Senior Notes 407 403 407 401 9.375% Senior Notes 550 570 550 572 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Schedule of Derivative Instruments | As of September 30, 2020, the Company had interest rate swaps with an aggregate notional value of $1,000 million to offset the variability in cash flows resulting from the term loan facilities as follows: Notional Value (in millions) Commencement Date Expiration Date $450 November 2017 November 2022 $400 August 2020 August 2025 $150 November 2022 November 2027 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of derivative instruments was as follows: Not Designated as Hedging Instruments Balance Sheet Location September 30, 2020 December 31, 2019 Interest rate swap contracts Other current and non-current liabilities 94 47 |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The effect of derivative instruments on earnings was as follows: Derivative Instruments Not Designated as Hedging Instruments Location of Loss Recognized for Derivative Instruments Loss Recognized on Derivatives Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest rate swap contracts Interest expense $ — $ 12 $ 59 $ 50 |
Disaggregation of Revenue | Revenue Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended September 30, Realogy Franchise Group Realogy Brokerage Group Realogy Title Corporate and Other Total 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 Gross commission income (a) $ — $ — $ 1,458 $ 1,201 $ — $ — $ — $ — $ 1,458 $ 1,201 Service revenue (b) 14 24 9 2 207 165 — — 230 191 Franchise fees (c) 227 186 — — — — (94) (78) 133 108 Other (d) 21 30 12 19 6 5 (3) (4) 36 50 Net revenues $ 262 $ 240 $ 1,479 $ 1,222 $ 213 $ 170 $ (97) $ (82) $ 1,857 $ 1,550 Nine Months Ended September 30, Realogy Franchise Group Realogy Brokerage Group Realogy Title Corporate and Other Total 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 Gross commission income (a) $ — $ — $ 3,227 $ 3,310 $ — $ — $ — $ — $ 3,227 $ 3,310 Service revenue (b) 41 66 18 7 494 430 — — 553 503 Franchise fees (c) 502 505 — — — — (213) (215) 289 290 Other (d) 66 108 36 52 16 14 (7) (9) 111 165 Net revenues $ 609 $ 679 $ 3,281 $ 3,369 $ 510 $ 444 $ (220) $ (224) $ 4,180 $ 4,268 ______________ (a) Consists primarily of revenues related to gross commission income at Realogy Brokerage Group, which is recognized at a point in time at the closing of a homesale transaction. (b) Service revenue primarily consists of title and escrow fees at Realogy Title Group, which are recognized at a point in time at the closing of a homesale transaction. (c) Franchise fees at Realogy Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). (d) Other revenue is comprised of brand marketing funds received at Realogy Franchise Group from franchisees, third-party listing fees in 2019 and other miscellaneous revenues across all of the business segments. |
Deferred Revenue by Arrangement | The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period: Beginning Balance at January 1, 2020 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2020 Realogy Franchise Group: Deferred area development fees (a) $ 48 $ — $ (5) $ 43 Deferred brand marketing fund fees (b) 13 45 (50) 8 Other deferred income related to revenue contracts 11 19 (21) 9 Total Realogy Franchise Group 72 64 (76) 60 Realogy Brokerage Group: Advanced commissions related to development business (c) 9 6 (6) 9 Other deferred income related to revenue contracts 4 1 (2) 3 Total Realogy Brokerage Group 13 7 (8) 12 Total $ 85 $ 71 $ (84) $ 72 _______________ (a) The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. (b) Revenues recognized include intercompany marketing fees paid by Realogy Brokerage Group. (c) New development closings generally have a development period of between 18 and 24 months from contracted date to closing. |
Discontinued Operations and D_2
Discontinued Operations and Disposal Groups (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table summarizes the operating results of discontinued operations described above and reflected within "Net (loss) income from discontinued operations" in the Company’s Condensed Consolidated Statements of Operations for each of the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net revenues $ 52 $ 79 $ 152 $ 210 Total expenses 57 69 176 216 (Loss) income from discontinued operations (5) 10 (24) (6) Estimated loss on the sale of discontinued operations (a) (59) — (133) — Income tax (benefit) expense from discontinued operations (18) 2 (43) (1) Net (loss) income from discontinued operations $ (46) $ 8 $ (114) $ (5) _______________ (a) Adjustment to record assets and liabilities held for sale at the lower of carrying value or fair value less any costs to sell based on a market price that is reasonable in relation to fair value. Assets and liabilities held for sale related to discontinued operations presented in the Condensed Consolidated Balance Sheets at September 30, 2020 and December 31, 2019 are as follows: September 30, 2020 December 31, 2019 Carrying amounts of the major classes of assets held for sale Cash and cash equivalents $ 13 $ 28 Restricted cash 4 3 Trade receivables 40 46 Relocation receivables 200 203 Other current assets 10 12 Property and equipment, net 42 36 Operating lease assets, net 21 36 Goodwill 176 176 Trademarks 76 76 Other intangibles, net 156 156 Allowance for reduction of assets held for sale (a) (155) (22) Total assets classified as held for sale $ 583 $ 750 Carrying amounts of the major classes of liabilities held for sale Accounts payable $ 45 $ 53 Securitization obligations 143 206 Current portion of operating lease liabilities 6 6 Accrued expenses and other current liabilities 78 62 Long-term operating lease liabilities 25 29 Total liabilities classified as held for sale $ 297 $ 356 _______________ (a) Adjustment to record assets and liabilities held for sale at the lower of carrying value or fair value less any costs to sell based on a market price that is reasonable in relation to fair value. |
Securitization Obligations Table | Securitization Obligations in the table above are further broken out as follows: September 30, 2020 December 31, 2019 Securitization Obligations: Apple Ridge Funding LLC $ 137 $ 195 Cartus Financing Limited 6 11 Total Securitization Obligations $ 143 $ 206 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Comparison of key assumptions used in impairment assessment | The following table provides a comparison of key assumptions used in the Company's impairment assessment performed in the first quarter of 2020 compared to the prior assessment performed in the fourth quarter of 2019: Weighted Average Cost of Capital Long-term Growth Rates First Quarter 2020 Fourth Quarter 2019 First Quarter 2020 Fourth Quarter 2019 Realogy Franchise Group 10.0% 8.5% 2.5% 2.5% Realogy Brokerage Group 11.0% 9.0% 2.0% 2.0% Realogy Title Group 11.0% 9.5% 2.5% 2.5% |
Goodwill by segment and changes in the carrying amount | Goodwill by reporting unit and changes in the carrying amount are as follows: Realogy Franchise Group Realogy Brokerage Group Realogy Total Balance at December 31, 2019 $ 2,476 $ 669 $ 155 $ 3,300 Goodwill acquired — — — — Impairment loss — (413) — (413) Balance at September 30, 2020 $ 2,476 $ 256 $ 155 $ 2,887 Accumulated impairment losses (a) $ 1,160 $ 808 $ 324 $ 2,292 _______________ (a) Includes impairment charges which reduced goodwill by $413 million, $237 million, $1,153 million and $489 million during the first quarter of 2020, third quarter of 2019, fourth quarter of 2008 and fourth quarter of 2007, respectively. |
Intangible Assets | Intangible assets are as follows: As of September 30, 2020 As of December 31, 2019 Gross Accumulated Net Gross Accumulated Net Amortizable—Franchise agreements (a) $ 2,019 $ 910 $ 1,109 $ 2,019 $ 859 $ 1,160 Indefinite life—Trademarks (b) (c) $ 643 $ 643 $ 673 $ 673 Other Intangibles Amortizable—License agreements (d) $ 45 $ 13 $ 32 $ 45 $ 12 $ 33 Amortizable—Customer relationships (e) 71 58 13 71 57 14 Indefinite life—Title plant shares (f) 20 20 19 19 Amortizable—Other (g) 23 19 4 27 21 6 Total Other Intangibles $ 159 $ 90 $ 69 $ 162 $ 90 $ 72 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily related to real estate franchise brands which are expected to generate future cash flows for an indefinite period of time. (c) Realogy Franchise Group trademarks was impaired by $30 million during the first quarter of 2020. (d) 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). (e) Relates to the customer relationships at Realogy Title Group and Realogy Brokerage Group. These relationships are being amortized over a period of 2 to 12 years. (f) 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. (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 2020 2019 2020 2019 Franchise agreements $ 17 $ 17 $ 51 $ 51 License agreements 1 1 1 1 Customer relationships — — 1 2 Other 1 2 3 4 Total $ 19 $ 20 $ 56 $ 58 |
Accrued Expenses And Other Cu_2
Accrued Expenses And Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: September 30, 2020 December 31, 2019 Accrued payroll and related employee costs $ 146 $ 103 Accrued volume incentives 35 35 Accrued commissions 52 32 Restructuring accruals 12 11 Deferred income 37 43 Accrued interest 46 18 Current portion of finance lease liabilities 13 13 Due to former parent 19 18 Other 79 77 Total accrued expenses and other current liabilities $ 439 $ 350 |
Short And Long-Term Debt (Table
Short And Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Total Indebtedness | Total indebtedness is as follows: September 30, 2020 December 31, 2019 Senior Secured Credit Facility: Revolving Credit Facility $ 140 $ 190 Term Loan B 1,039 1,045 Term Loan A Facility: Term Loan A 690 714 7.625% Senior Secured Second Lien Notes 540 — 5.25% Senior Notes — 548 4.875% Senior Notes 405 405 9.375% Senior Notes 543 543 Total Short-Term & Long-Term Debt $ 3,357 $ 3,445 |
Schedule of Debt | As of September 30, 2020, the Company’s borrowing arrangements were as follows: Interest Expiration Principal Amount Unamortized Discount and Debt Issuance Costs Net Amount Senior Secured Credit Facility: Revolving Credit Facility (1) (2) February 2023 $ 140 $ * $ 140 Term Loan B (3) February 2025 1,050 11 1,039 Term Loan A Facility: Term Loan A (4) February 2023 694 4 690 Senior Secured Second Lien Notes 7.625% June 2025 550 10 540 Senior Notes 4.875% June 2023 407 2 405 Senior Notes 9.375% April 2027 550 7 543 Total $ 3,391 $ 34 $ 3,357 _______________ * The debt issuance costs related to our Revolving Credit Facility are classified as a deferred financing asset within other assets. (1) As of September 30, 2020, the $1,425 million Revolving Credit Facility had outstanding borrowings of $140 million, as well as $40 million of outstanding undrawn letters of credit. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. On November 3, 2020, the Company had no outstanding borrowings under the Revolving Credit Facility and $40 million of outstanding undrawn letters of credit. (2) Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2020 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. (3) The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). (4) The Term Loan A provides for quarterly amortization payments, based on a percentage of the original principal amount of the Term Loan A, as follows: 0.625% per quarter from June 30, 2018 to March 31, 2020; 1.25% per quarter from June 30, 2020 to March 31, 2021; 1.875% per quarter from June 30, 2021 to March 31, 2022; and 2.50% per quarter for periods ending on or after June 30, 2022, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. |
Schedule of Maturities of Long-term Debt | Year Amount Remaining 2020 (a) $ 152 2021 62 2022 81 2023 982 2024 11 _______________ (a) Remaining 2020 includes amortization payments totaling $9 million and $3 million for the Term Loan A and Term Loan B facilities, respectively, as well as $140 million of revolver borrowings under the Revolving Credit Facility which expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $198 million shown on the Condensed Consolidated Balance Sheets consists of four quarters of amortization payments totaling $47 million and $11 million for the Term Loan A and Term Loan B facilities, respectively, and $140 million of revolver borrowings under the Revolving Credit Facility. |
Interest Rate Table for Revolving Credit Facility | Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin Greater than 3.50 to 1.00 2.50% 1.50% Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 2.25% 1.25% Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 2.00% 1.00% Less than 2.00 to 1.00 1.75% 0.75% |
Interest Rate Table for Term Loan A | Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin Greater than 3.50 to 1.00 2.50% 1.50% Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 2.25% 1.25% Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 2.00% 1.00% Less than 2.00 to 1.00 1.75% 0.75% |
Restructuring Costs Restructu_2
Restructuring Costs Restructuring Costs (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The components of the restructuring charges for the three and nine months ended September 30, 2020 and 2019 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Personnel-related costs (1) $ 3 $ 4 $ 10 $ 17 Facility-related costs (2) 10 6 28 11 Other restructuring costs (3) — 1 — 1 Total restructuring charges (4) $ 13 $ 11 $ 38 $ 29 _______________ (1) Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. (2) Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. (3) Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities which are primarily included in the Corporate and Other business segment. (4) Restructuring charges for the three months ended September 30, 2020 relate to the Facility and Operational Efficiencies Program. Restructuring charges for the nine months ended September 30, 2020 include $36 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. Restructuring charges for the three and nine months ended September 30, 2019 include $10 million and $25 million, respectively, related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, related to prior restructuring programs. |
Schedule of Restructuring Reserve by Type of Cost | The following is a reconciliation of the beginning and ending reserve balances related to the Facility and Operational Efficiencies Program: Personnel-related costs Facility-related costs Total Balance at December 31, 2019 $ 6 $ 5 $ 11 Restructuring charges (1) 10 26 36 Costs paid or otherwise settled (14) (19) (33) Balance at September 30, 2020 $ 2 $ 12 $ 14 _______________ (1) In addition, the Company incurred an additional $17 million of facility-related costs for lease asset impairments in connection with the Facility and Operational Efficiencies Program during the nine months ended September 30, 2020. |
Schedule of Expected Restructuring Costs by Cost Type | The following table shows the total costs currently expected to be incurred by type of cost related to the Facility and Operational Efficiencies Program: Total amount expected to be incurred (1) Amount incurred Total amount remaining to be incurred (1) Personnel-related costs $ 34 $ 31 $ 3 Facility-related costs 73 42 31 Other restructuring costs 1 1 — Total $ 108 $ 74 $ 34 _______________ (1) Facility-related costs include potential lease asset impairments to be incurred under the Facility and Operational Efficiencies Program. |
Schedule of Expected Restructuring Costs by Business Segment | The following table shows the total costs currently expected to be incurred by reportable segment related to the Facility and Operational Efficiencies Program: Total amount expected to be incurred Amount incurred Total amount remaining to be incurred Realogy Franchise Group $ 5 $ 5 $ — Realogy Brokerage Group 84 55 29 Realogy Title Group 5 5 — Corporate and Other 14 9 5 Total $ 108 $ 74 $ 34 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | Condensed Consolidated Statement of Changes in Equity for Realogy Holdings Three Months Ended September 30, 2020 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at June 30, 2020 115.4 $ 1 $ 4,847 $ (3,171) $ (56) $ 4 $ 1,625 Net income — — — 98 — 1 99 Other comprehensive income — — — — 1 — 1 Stock-based compensation — — 9 — — — 9 Issuance of shares for vesting of equity awards 0.1 — — — — — — Shares withheld for taxes on equity awards (0.1) — — — — — — Dividends — — — — — (1) (1) Balance at September 30, 2020 115.4 $ 1 $ 4,856 $ (3,073) $ (55) $ 4 $ 1,733 Three Months Ended September 30, 2019 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at June 30, 2019 114.3 $ 1 $ 4,837 $ (2,537) $ (51) $ 3 $ 2,253 Net (loss) income — — — (113) — 1 (112) Other comprehensive loss — — — — (1) — (1) Stock-based compensation — — 10 — — — 10 Dividends declared ($0.09 per share) — — (10) — — — (10) Balance at September 30, 2019 114.3 $ 1 $ 4,837 $ (2,650) $ (52) $ 4 $ 2,140 Nine Months Ended September 30, 2020 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2019 114.4 $ 1 $ 4,842 $ (2,695) $ (56) $ 4 $ 2,096 Net (loss) income — — — (378) — 2 (376) Other comprehensive income — — — — 1 — 1 Stock-based compensation — — 19 — — — 19 Issuance of shares for vesting of equity awards 1.6 — — — — — — Shares withheld for taxes on equity awards (0.6) — (5) — — — (5) Dividends — — — — — (2) (2) Balance at September 30, 2020 115.4 $ 1 $ 4,856 $ (3,073) $ (55) $ 4 $ 1,733 Nine Months Ended September 30, 2019 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2018 114.6 $ 1 $ 4,869 $ (2,507) $ (52) $ 4 $ 2,315 Net (loss) income — — — (143) — 2 (141) Repurchase of common stock (1.2) — (20) — — — (20) Stock-based compensation — — 25 — — — 25 Issuance of shares for vesting of equity awards 1.3 — — — — — — Shares withheld for taxes on equity awards (0.4) — (6) — — — (6) Dividends declared ($0.27 per share) — — (31) — — (2) (33) Balance at September 30, 2019 114.3 $ 1 $ 4,837 $ (2,650) $ (52) $ 4 $ 2,140 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings (loss) per share: Three Months Ended Nine Months Ended (in millions, except per share data) 2020 2019 2020 2019 Numerator: Numerator for earnings (loss) per share—continuing operations Net income (loss) from continuing operations $ 145 $ (120) $ (262) $ (136) Less: Net income attributable to noncontrolling interests (1) (1) (2) (2) Net income (loss) from continuing operations attributable to Realogy Holdings $ 144 $ (121) $ (264) $ (138) Numerator for earnings (loss) per share—discontinued operations Net (loss) income from discontinued operations $ (46) $ 8 $ (114) $ (5) Net income (loss) attributable to Realogy Holdings shareholders $ 98 $ (113) $ (378) $ (143) Denominator: Weighted average common shares outstanding (denominator for basic earnings (loss) per share calculation) 115.4 114.3 115.2 114.2 Dilutive effect of stock-based compensation (a)(b) 1.3 — — — Weighted average common shares outstanding (denominator for diluted earnings (loss) per share calculation) 116.7 114.3 115.2 114.2 Basic earnings (loss) per share attributable to Realogy Holdings shareholders: Basic earnings (loss) per share from continuing operations $ 1.25 $ (1.06) $ (2.29) $ (1.21) Basic (loss) earnings per share from discontinued operations (0.40) 0.07 (0.99) (0.04) Basic earnings (loss) per share $ 0.85 $ (0.99) $ (3.28) $ (1.25) Diluted earnings (loss) per share attributable to Realogy Holdings shareholders: Diluted earnings (loss) per share from continuing operations $ 1.23 $ (1.06) $ (2.29) $ (1.21) Diluted (loss) earnings per share from discontinued operations (0.39) 0.07 (0.99) (0.04) Diluted earnings (loss) per share $ 0.84 $ (0.99) $ (3.28) $ (1.25) _______________ (a) The three months ended September 30, 2020 exclude 8.3 million of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. (b) The Company had a net loss from continuing operations for the nine months ended September 30, 2020 and three and nine months ended September 30, 2019 and therefore the impact of incentive equity awards were excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Revenues | Revenues (a) (b) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Realogy Franchise Group $ 262 $ 240 $ 609 $ 679 Realogy Brokerage Group 1,479 1,222 3,281 3,369 Realogy Title Group 213 170 510 444 Corporate and Other (c) (97) (82) (220) (224) Total Company $ 1,857 $ 1,550 $ 4,180 $ 4,268 _______________ (a) Transactions between segments are eliminated in consolidation. Revenues for the Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $97 million and $220 million for the three and nine months ended September 30, 2020, respectively, and $82 million and $224 million for the three and nine months ended September 30, 2019, respectively. Such amounts are eliminated through the Corporate and Other line. (b) Revenues for Realogy Franchise Group include intercompany referral commissions related to Realogy Advantage Broker Network paid by Realogy Brokerage Group of $3 million and $8 million for the three and nine months ended September 30, 2020, respectively, and $6 million and $14 million for the three and nine months ended September 30, 2019, respectively. Such amounts are recorded as contra-revenues by Realogy Brokerage Group. There are no other material intersegment transactions. (c) Includes the elimination of transactions between segments. |
Operating EBITDA | Operating EBITDA Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Realogy Franchise Group $ 196 $ 170 $ 419 $ 448 Realogy Brokerage Group 61 31 25 16 Realogy Title Group 95 31 168 54 Corporate and Other (a) (43) (26) (94) (75) Total continuing operations 309 206 518 443 Less: Depreciation and amortization 43 42 134 126 Interest expense, net 48 66 208 209 Income tax expense (benefit) 54 (23) (67) (22) Restructuring costs, net (b) 13 11 38 29 Impairments (c) 6 240 460 243 Former parent legacy cost (d) 1 1 1 1 (Gain) loss on the early extinguishment of debt (d) — (10) 8 (5) Net income (loss) from continuing operations attributable to Realogy Holdings and Realogy Group 144 (121) (264) (138) Net (loss) income from discontinued operations (e) (46) 8 (114) (5) Net income (loss) attributable to Realogy Holdings and Realogy Group $ 98 $ (113) $ (378) $ (143) _______________ (a) Includes the elimination of transactions between segments. (b) The three months ended September 30, 2020 includes restructuring charges of $11 million at Realogy Brokerage Group and $2 million at Corporate and Other. The three months ended September 30, 2019 includes restructuring charges of $2 million at Realogy Franchise Group, $8 million at Realogy Brokerage Group and $1 million at Corporate and Other. The nine months ended September 30, 2020 includes restructuring charges of $1 million at Realogy Franchise Group, $32 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $2 million at Corporate and Other. The nine months ended September 30, 2019 includes restructuring charges of $3 million at Realogy Franchise Group, $18 million at Realogy Brokerage Group, $2 million at Realogy Title Group and $6 million at Corporate and Other. (c) Impairments for the three months ended September 30, 2020 relate to lease asset impairments. Impairments for the nine months ended September 30, 2020 include a goodwill impairment charge of $413 million (which reduced the net carrying value of Realogy Brokerage Group by $314 million after accounting for the related income tax benefit of $99 million), an impairment charge of $30 million (which reduced the carrying value of trademarks at Realogy Franchise Group) and $17 million related to lease asset impairments. Impairments for the three and nine months ended September 30, 2019 include a goodwill impairment charge of $237 million (which reduced the net carrying value of Realogy Brokerage Group by $180 million after accounting for the related income tax benefit of $57 million). In addition, the three and nine months ended September 30, 2019 include other impairment charges primarily related to lease asset impairments of $3 million and $6 million, respectively. (d) Former parent legacy items and (Gain) loss on the early extinguishment of debt are recorded in Corporate and Other. (e) Includes estimated loss on the sale of discontinued operations, net of tax of $43 million and $97 million for the three and nine months ended September 30, 2020, respectively. |
Basis Of Presentation Financial
Basis Of Presentation Financial Instruments - Fair Value Measurements (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Rollforward [Roll Forward] | ||
Fair value of contingent consideration at December 31, 2019 | $ 4 | |
Additions: contingent consideration related to acquisitions completed during the period | 1 | |
Reductions: payments of contingent consideration | (1) | |
Changes in fair value (reflected in general and administrative expenses) | 0 | |
Fair value of contingent consideration at September 30, 2020 | 4 | |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 1 | $ 2 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 1 | 2 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 0 | 0 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 0 | 0 |
Fair Value, Measurements, Recurring | Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other current and non-current liabilities) | 94 | 47 |
Fair Value, Measurements, Recurring | Interest Rate Swap | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other current and non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Interest Rate Swap | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other current and non-current liabilities) | 94 | 47 |
Fair Value, Measurements, Recurring | Interest Rate Swap | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other current and non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 4 | 4 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | $ 4 | $ 4 |
Basis Of Presentation Financi_2
Basis Of Presentation Financial Instruments - Fair Value Indebtedness Table (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | Feb. 28, 2018 | ||
Long-term debt principal amount | $ 3,391 | ||||
Secured Debt | Term Loan B | |||||
Long-term debt principal amount | 1,050 | [1] | $ 1,058 | $ 1,080 | |
Long-term debt fair value | [2] | 1,003 | 1,048 | ||
Secured Debt | Term Loan A | |||||
Long-term debt principal amount | 694 | [3] | 717 | $ 750 | |
Long-term debt fair value | [2] | 664 | 705 | ||
Secured Debt | 7.625% Senior Secured Second Lien Notes | |||||
Long-term debt principal amount | 550 | 0 | |||
Long-term debt fair value | [2] | 578 | 0 | ||
Senior Notes | 5.25% Senior Notes | |||||
Long-term debt principal amount | 0 | 550 | |||
Long-term debt fair value | [2] | 0 | 557 | ||
Senior Notes | 4.875% Senior Notes | |||||
Long-term debt principal amount | 407 | 407 | |||
Long-term debt fair value | [2] | 403 | 401 | ||
Senior Notes | 9.375% Senior Notes | |||||
Long-term debt principal amount | 550 | 550 | |||
Long-term debt fair value | [2] | 570 | 572 | ||
Line of Credit | Revolving Credit Facility | |||||
Line of credit facility outstanding | 140 | [4],[5] | 190 | ||
Line of credit facility fair value | [2] | $ 140 | $ 190 | ||
[1] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). | ||||
[2] | The fair value of the Company's indebtedness is categorized as Level II. | ||||
[3] | The Term Loan A provides for quarterly amortization payments, based on a percentage of the original principal amount of the Term Loan A, as follows: 0.625% per quarter from June 30, 2018 to March 31, 2020; 1.25% per quarter from June 30, 2020 to March 31, 2021; 1.875% per quarter from June 30, 2021 to March 31, 2022; and 2.50% per quarter for periods ending on or after June 30, 2022, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. | ||||
[4] | As of September 30, 2020, the $1,425 million Revolving Credit Facility had outstanding borrowings of $140 million, as well as $40 million of outstanding undrawn letters of credit. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. On November 3, 2020, the Company had no outstanding borrowings under the Revolving Credit Facility and $40 million of outstanding undrawn letters of credit. | ||||
[5] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2020 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. |
Basis Of Presentation Equity Me
Basis Of Presentation Equity Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings of unconsolidated entities | $ (53) | $ (7) | $ (98) | $ (15) | |
Dividends received from unconsolidated entities | 59 | 2 | |||
Payments to Acquire Equity Method Investments | 2 | 10 | |||
Guaranteed Rate Affinity | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying value of equity method investments | 99 | 99 | $ 60 | ||
Equity in earnings of unconsolidated entities | (51) | (5) | (95) | (12) | |
Dividends received from unconsolidated entities | 56 | 0 | |||
Payments to Acquire Equity Method Investments | 2 | ||||
Other Equity Method Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Carrying value of equity method investments | 9 | 9 | $ 9 | ||
Equity in earnings of unconsolidated entities | $ (2) | $ (2) | (3) | (3) | |
Dividends received from unconsolidated entities | $ 3 | $ 2 |
Basis Of Presentation Income Ta
Basis Of Presentation Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) from continuing operations | $ 54 | $ (23) | $ (67) | $ (22) |
Basis Of Presentation Derivativ
Basis Of Presentation Derivative Instruments (Details) - Interest Rate Swap - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 07, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | ||||||
Derivative, Notional Amount | $ 1,000 | $ 1,000 | ||||
Not Designated as Hedging Instrument | Interest expense | ||||||
Derivative [Line Items] | ||||||
Loss Recognized on Derivatives | 0 | $ 12 | 59 | $ 50 | ||
Not Designated as Hedging Instrument | Other current and non-current liabilities | ||||||
Derivative [Line Items] | ||||||
Interest rate swap contract - other current and non-current liabilities | 94 | 94 | $ 47 | |||
August 2015 | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | $ 600 | |||||
November 2017 | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | 450 | 450 | ||||
August 2020 | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | 400 | 400 | ||||
November 2022 | ||||||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | $ 150 | $ 150 |
Basis of Presentation Restricte
Basis of Presentation Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Restricted Cash [Abstract] | ||
Restricted Cash | $ 1 | $ 0 |
Basis Of Presentation Revenue R
Basis Of Presentation Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1],[2] | $ 1,857 | $ 1,550 | $ 4,180 | $ 4,268 |
Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [3] | 1,458 | 1,201 | 3,227 | 3,310 |
Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [4] | 230 | 191 | 553 | 503 |
Franchise fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [5] | 133 | 108 | 289 | 290 |
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | 36 | 50 | 111 | 165 |
Realogy Franchise Group | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1],[2] | 262 | 240 | 609 | 679 |
Realogy Franchise Group | Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [3] | 0 | 0 | 0 | 0 |
Realogy Franchise Group | Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [4] | 14 | 24 | 41 | 66 |
Realogy Franchise Group | Franchise fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [5] | 227 | 186 | 502 | 505 |
Realogy Franchise Group | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | 21 | 30 | 66 | 108 |
Realogy Brokerage Group | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1],[2] | 1,479 | 1,222 | 3,281 | 3,369 |
Realogy Brokerage Group | Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [3] | 1,458 | 1,201 | 3,227 | 3,310 |
Realogy Brokerage Group | Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [4] | 9 | 2 | 18 | 7 |
Realogy Brokerage Group | Franchise fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [5] | 0 | 0 | 0 | 0 |
Realogy Brokerage Group | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | 12 | 19 | 36 | 52 |
Realogy Title Group | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1],[2] | 213 | 170 | 510 | 444 |
Realogy Title Group | Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [3] | 0 | 0 | 0 | 0 |
Realogy Title Group | Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [4] | 207 | 165 | 494 | 430 |
Realogy Title Group | Franchise fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [5] | 0 | 0 | 0 | 0 |
Realogy Title Group | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | 6 | 5 | 16 | 14 |
Corporate and Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1],[2],[7] | (97) | (82) | (220) | (224) |
Corporate and Other | Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [3] | 0 | 0 | 0 | 0 |
Corporate and Other | Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [4] | 0 | 0 | 0 | 0 |
Corporate and Other | Franchise fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [5] | (94) | (78) | (213) | (215) |
Corporate and Other | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | $ (3) | $ (4) | $ (7) | $ (9) |
[1] | Revenues for Realogy Franchise Group include intercompany referral commissions related to Realogy Advantage Broker Network paid by Realogy Brokerage Group of $3 million and $8 million for the three and nine months ended September 30, 2020, respectively, and $6 million and $14 million for the three and nine months ended September 30, 2019, respectively. Such amounts are recorded as contra-revenues by Realogy Brokerage Group. There are no other material intersegment transactions. | ||||
[2] | Transactions between segments are eliminated in consolidation. Revenues for the Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $97 million and $220 million for the three and nine months ended September 30, 2020, respectively, and $82 million and $224 million for the three and nine months ended September 30, 2019, respectively. Such amounts are eliminated through the Corporate and Other line. | ||||
[3] | Consists primarily of revenues related to gross commission income at Realogy Brokerage Group, which is recognized at a point in time at the closing of a homesale transaction. | ||||
[4] | Service revenue primarily consists of title and escrow fees at Realogy Title Group, which are recognized at a point in time at the closing of a homesale transaction. | ||||
[5] | Franchise fees at Realogy Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). | ||||
[6] | Other revenue is comprised of brand marketing funds received at Realogy Franchise Group from franchisees, third-party listing fees in 2019 and other miscellaneous revenues across all of the business segments. | ||||
[7] | Includes the elimination of transactions between segments. |
Basis Of Presentation Revenue_2
Basis Of Presentation Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2020 | Jan. 01, 2020 | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | $ 72 | $ 85 | |
Deferred Revenue, Additions | 71 | ||
Deferred Revenue, Revenue Recognized | (84) | ||
Realogy Franchise Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 60 | 72 | |
Deferred Revenue, Additions | 64 | ||
Deferred Revenue, Revenue Recognized | (76) | ||
Realogy Brokerage Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 12 | 13 | |
Deferred Revenue, Additions | 7 | ||
Deferred Revenue, Revenue Recognized | $ (8) | ||
Minimum | Realogy Brokerage Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
New Development Period | 18 months | ||
Maximum | Realogy Brokerage Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
New Development Period | 24 months | ||
International Franchise Rights | Realogy Franchise Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 25 years | ||
Area Development Fees | Realogy Franchise Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | [1] | $ 43 | 48 |
Deferred Revenue, Additions | [1] | 0 | |
Deferred Revenue, Revenue Recognized | [1] | (5) | |
Brand Marketing Fees | Realogy Franchise Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | [2] | 8 | 13 |
Deferred Revenue, Additions | [2] | 45 | |
Deferred Revenue, Revenue Recognized | [2] | (50) | |
Deferred Income, Other | Realogy Franchise Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 9 | 11 | |
Deferred Revenue, Additions | 19 | ||
Deferred Revenue, Revenue Recognized | (21) | ||
Deferred Income, Other | Realogy Brokerage Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 3 | 4 | |
Deferred Revenue, Additions | 1 | ||
Deferred Revenue, Revenue Recognized | (2) | ||
New Development Business | Realogy Brokerage Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | [3] | 9 | $ 9 |
Deferred Revenue, Additions | [3] | 6 | |
Deferred Revenue, Revenue Recognized | [3] | $ (6) | |
[1] | The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. | ||
[2] | Revenues recognized include intercompany marketing fees paid by Realogy Brokerage Group. | ||
[3] | New development closings generally have a development period of between 18 and 24 months from contracted date to closing. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Lessee Disclosure - Supplemental Cash Flow Information [Abstract] | ||
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 9 | $ 12 |
Discontinued Operations and D_3
Discontinued Operations and Disposal Groups (Details) £ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020GBP (£) | May 31, 2020USD ($) | Dec. 31, 2019USD ($) | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||||||
Net revenues | $ 52,000,000 | $ 79,000,000 | $ 152,000,000 | $ 210,000,000 | ||||
Total expenses | 57,000,000 | 69,000,000 | 176,000,000 | 216,000,000 | ||||
(Loss) income from discontinued operations | (5,000,000) | 10,000,000 | (24,000,000) | (6,000,000) | ||||
Estimated loss on the sale of discontinued operations (a) | [1] | (59,000,000) | 0 | (133,000,000) | 0 | |||
Income tax (benefit) expense from discontinued operations | (18,000,000) | 2,000,000 | (43,000,000) | (1,000,000) | ||||
Net (loss) income from discontinued operations | [2] | (46,000,000) | 8,000,000 | (114,000,000) | (5,000,000) | |||
ASSETS | ||||||||
Cash and cash equivalents | 13,000,000 | 13,000,000 | $ 28,000,000 | |||||
Restricted cash | 4,000,000 | 4,000,000 | 3,000,000 | |||||
Trade receivables | 40,000,000 | 40,000,000 | 46,000,000 | |||||
Relocation receivables | 200,000,000 | 200,000,000 | 203,000,000 | |||||
Other current assets | 10,000,000 | 10,000,000 | 12,000,000 | |||||
Property and equipment, net | 42,000,000 | 42,000,000 | 36,000,000 | |||||
Operating lease assets, net | 21,000,000 | 21,000,000 | 36,000,000 | |||||
Goodwill | 176,000,000 | 176,000,000 | 176,000,000 | |||||
Trademarks | 76,000,000 | 76,000,000 | 76,000,000 | |||||
Other intangibles, net | 156,000,000 | 156,000,000 | 156,000,000 | |||||
Allowance for reduction of assets held for sale (a) | [3] | (155,000,000) | (155,000,000) | (22,000,000) | ||||
Total assets classified as held for sale | 583,000,000 | 583,000,000 | 750,000,000 | |||||
Liabilities [Abstract] | ||||||||
Accounts payable | 45,000,000 | 45,000,000 | 53,000,000 | |||||
Securitization obligations | 143,000,000 | 143,000,000 | 206,000,000 | |||||
Current portion of operating lease liabilities | 6,000,000 | 6,000,000 | 6,000,000 | |||||
Accrued expenses and other current liabilities | 78,000,000 | 78,000,000 | 62,000,000 | |||||
Long-term operating lease liabilities | 25,000,000 | 25,000,000 | 29,000,000 | |||||
Total liabilities classified as held for sale | 297,000,000 | 297,000,000 | 356,000,000 | |||||
Securitization obligation | Cartus Relocation Services | ||||||||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | ||||||||
Other Secured Financings | 143,000,000 | 143,000,000 | 206,000,000 | |||||
Relocation receivables and other related relocation assets that collateralize securitization obligations | 193,000,000 | 193,000,000 | 200,000,000 | |||||
Interest Expense, Debt | $ 1,000,000 | $ 2,000,000 | $ 4,000,000 | $ 6,000,000 | ||||
Weighted average interest rate, securitization obligations | 3.60% | 4.30% | 3.60% | 4.30% | 3.60% | |||
Apple Ridge Funding LLC | Securitization obligation | Cartus Relocation Services | ||||||||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | ||||||||
Other Secured Financings | $ 137,000,000 | $ 137,000,000 | 195,000,000 | |||||
Total capacity, securitization obligations | 200,000,000 | 200,000,000 | $ 250,000,000 | |||||
Debt Instrument, Unused Borrowing Capacity, Amount | 63,000,000 | 63,000,000 | ||||||
Cartus Financing Limited | Securitization obligation | Cartus Relocation Services | ||||||||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | ||||||||
Other Secured Financings | 6,000,000 | 6,000,000 | $ 11,000,000 | |||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 13,000,000 | $ 13,000,000 | ||||||
Cartus Financing Limited | Securitization obligation | Working Capital Facility | Cartus Relocation Services | ||||||||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | ||||||||
Total capacity, securitization obligations | £ | £ 5 | |||||||
Cartus Financing Limited | Securitization obligation | Revolving Credit Facility | Cartus Relocation Services | ||||||||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | ||||||||
Total capacity, securitization obligations | £ | £ 10 | |||||||
[1] | Adjustment to record assets and liabilities held for sale at the lower of carrying value or fair value less any costs to sell based on a market price that is reasonable in relation to fair value. | |||||||
[2] | Includes estimated loss on the sale of discontinued operations, net of tax of $43 million and $97 million for the three and nine months ended September 30, 2020, respectively. | |||||||
[3] | Adjustment to record assets and liabilities held for sale at the lower of carrying value or fair value less any costs to sell based on a market price that is reasonable in relation to fair value. |
Impairment of Goodwill and Othe
Impairment of Goodwill and Other Indefinite-lived Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2008 | Dec. 31, 2007 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment loss | $ (413,000,000) | $ (237) | $ (1,153) | $ (489) | $ (413,000,000) | ||
Realogy Franchise Group | |||||||
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment loss | 0 | ||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 700.00% | ||||||
Realogy Franchise Group | Measurement Input, Discount Rate | |||||||
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment Assessment Assumption | 10.00% | 8.50% | |||||
Realogy Franchise Group | Measurement Input, Long-term Revenue Growth Rate | |||||||
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment Assessment Assumption | 2.50% | 2.50% | |||||
Realogy Franchise Group | Measurement Input, Hypothetical Discount Rate Increase | |||||||
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment Assessment Assumption | 10000.00% | ||||||
Realogy Franchise Group | Indefinite life—Trademarks (b) (c) | |||||||
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 30,000,000 | ||||||
Realogy Brokerage Group | |||||||
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment loss | (237,000,000) | (413,000,000) | $ (237,000,000) | ||||
Income tax benefit associated with Goodwill Impairment Charge | 99,000,000 | 57,000,000 | 57,000,000 | ||||
Net Decrease in Carrying Value | $ (314,000,000) | $ 180,000,000 | $ 180,000,000 | ||||
Realogy Brokerage Group | Measurement Input, Discount Rate | |||||||
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment Assessment Assumption | 11.00% | 9.00% | |||||
Realogy Brokerage Group | Measurement Input, Long-term Revenue Growth Rate | |||||||
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment Assessment Assumption | 2.00% | 2.00% | |||||
Realogy Title Group | |||||||
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment loss | $ 0 | ||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 500.00% | ||||||
Realogy Title Group | Measurement Input, Discount Rate | |||||||
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment Assessment Assumption | 11.00% | 9.50% | |||||
Realogy Title Group | Measurement Input, Long-term Revenue Growth Rate | |||||||
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment Assessment Assumption | 2.50% | 2.50% | |||||
Realogy Title Group | Measurement Input, Hypothetical Discount Rate Increase | |||||||
Impairment of Goodwill and Other Indefinite-lived Intangible Assets [Line Items] | |||||||
Impairment Assessment Assumption | 10000.00% |
Goodwill (Details)
Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2008 | Dec. 31, 2007 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Goodwill [Roll Forward] | |||||||
Balance at December 31, 2019 | $ 3,300,000,000 | $ 3,300,000,000 | |||||
Goodwill acquired | 0 | ||||||
Impairment loss | (413,000,000) | $ (237) | $ (1,153) | $ (489) | (413,000,000) | ||
Balance at September 30, 2020 | 2,887,000,000 | ||||||
Accumulated Impairment Losses | [1] | 2,292,000,000 | |||||
Impairment Loss | 413,000,000 | 237 | $ 1,153 | $ 489 | 413,000,000 | ||
Realogy Franchise Group | |||||||
Goodwill [Roll Forward] | |||||||
Balance at December 31, 2019 | 2,476,000,000 | 2,476,000,000 | |||||
Goodwill acquired | 0 | ||||||
Impairment loss | 0 | ||||||
Balance at September 30, 2020 | 2,476,000,000 | ||||||
Accumulated Impairment Losses | [1] | 1,160,000,000 | |||||
Impairment Loss | 0 | ||||||
Realogy Brokerage Group | |||||||
Goodwill [Roll Forward] | |||||||
Balance at December 31, 2019 | 669,000,000 | 669,000,000 | |||||
Goodwill acquired | 0 | ||||||
Impairment loss | (237,000,000) | (413,000,000) | $ (237,000,000) | ||||
Balance at September 30, 2020 | 256,000,000 | ||||||
Accumulated Impairment Losses | [1] | 808,000,000 | |||||
Impairment Loss | $ 237,000,000 | 413,000,000 | $ 237,000,000 | ||||
Realogy Title Group | |||||||
Goodwill [Roll Forward] | |||||||
Balance at December 31, 2019 | $ 155,000,000 | 155,000,000 | |||||
Goodwill acquired | 0 | ||||||
Impairment loss | 0 | ||||||
Balance at September 30, 2020 | 155,000,000 | ||||||
Accumulated Impairment Losses | [1] | 324,000,000 | |||||
Impairment Loss | $ 0 | ||||||
[1] | Includes impairment charges which reduced goodwill by $413 million, $237 million, $1,153 million and $489 million during the first quarter of 2020, third quarter of 2019, fourth quarter of 2008 and fourth quarter of 2007, respectively. |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Carrying amount of total other intangibles | $ 159 | $ 162 | ||
Accumulated Amortization | 90 | 90 | ||
Net carrying amount of finite-lived and indefinite-lived intangible assets | 69 | 72 | ||
Indefinite life—Trademarks (b) (c) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of indefinite-lived intangible assets | [1],[2] | 643 | 673 | |
Indefinite life—Title plant shares (f) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of indefinite-lived intangible assets | [3] | 20 | 19 | |
Amortizable—Franchise agreements (a) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of finite-lived intangible assets | [4] | 2,019 | 2,019 | |
Accumulated Amortization | [4] | 910 | 859 | |
Net carrying amount of finite-lived intangible assets | [4] | 1,109 | 1,160 | |
Amortizable—License agreements (d) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of finite-lived intangible assets | [5] | 45 | 45 | |
Accumulated Amortization | [5] | 13 | 12 | |
Net carrying amount of finite-lived intangible assets | [5] | $ 32 | 33 | |
Amortization period | 50 years | |||
Amortizable—Customer relationships (e) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of finite-lived intangible assets | [6] | $ 71 | 71 | |
Accumulated Amortization | [6] | 58 | 57 | |
Net carrying amount of finite-lived intangible assets | [6] | 13 | 14 | |
Amortizable—Other (g) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross carrying amount of finite-lived intangible assets | [7] | 23 | 27 | |
Accumulated Amortization | [7] | 19 | 21 | |
Net carrying amount of finite-lived intangible assets | [7] | $ 4 | $ 6 | |
Realogy Franchise Group | Indefinite life—Trademarks (b) (c) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 30 | |||
Realogy Franchise Group | Amortizable—Franchise agreements (a) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Amortization period | 30 years | |||
Minimum | Amortizable—Customer relationships (e) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Amortization period | 2 years | |||
Minimum | Amortizable—Other (g) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Amortization period | 5 years | |||
Maximum | Amortizable—Customer relationships (e) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Amortization period | 12 years | |||
Maximum | Amortizable—Other (g) | ||||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||||
Amortization period | 10 years | |||
[1] | Primarily related to real estate franchise brands which are expected to generate future cash flows for an indefinite period of time. | |||
[2] | Realogy Franchise Group trademarks was impaired by $30 million during the first quarter of 2020. | |||
[3] | 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. | |||
[4] | Generally amortized over a period of 30 years. | |||
[5] | 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). | |||
[6] | Relates to the customer relationships at Realogy Title Group and Realogy Brokerage Group. These relationships are being amortized over a period of 2 to 12 years. | |||
[7] | Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years. |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)Years | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Years | Sep. 30, 2019USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 19 | $ 20 | $ 56 | $ 58 |
The number of succeeding years for which amortization expense is disclosed | Years | 4 | 4 | ||
Amortization expense for the remainder of the Year | $ 18 | $ 18 | ||
Amortization expense for Year One | 72 | 72 | ||
Amortization expense for Year Two | 70 | 70 | ||
Amortization expense for Year Three | 70 | 70 | ||
Amortization expense for Year Four | 70 | 70 | ||
Amortization expense Thereafter | 858 | 858 | ||
Amortizable—Franchise agreements (a) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 17 | 17 | 51 | 51 |
Amortizable—License agreements (d) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 1 | 1 | 1 | 1 |
Amortizable—Customer relationships (e) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 0 | 0 | 1 | 2 |
Amortizable—Other (g) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 1 | $ 2 | $ 3 | $ 4 |
Accrued Expenses And Other Cu_3
Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related employee costs | $ 146 | $ 103 |
Accrued volume incentives | 35 | 35 |
Accrued commissions | 52 | 32 |
Restructuring accruals | 12 | 11 |
Deferred income | 37 | 43 |
Accrued interest | 46 | 18 |
Current portion of finance lease liabilities | 13 | 13 |
Due to former parent | 19 | 18 |
Other | 79 | 77 |
Total accrued expenses and other current liabilities | $ 439 | $ 350 |
Short And Long-Term Debt Schedu
Short And Long-Term Debt Schedule of Total Indebtedness (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | $ 3,357 | ||
Total Short-Term & Long-Term Debt | 3,357 | $ 3,445 | |
Secured Debt | Term Loan B | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 1,039 | [1] | 1,045 |
Secured Debt | Term Loan A | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 690 | [2] | 714 |
Secured Debt | 7.625% Senior Secured Second Lien Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 540 | 0 | |
Senior Notes | 5.25% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 0 | 548 | |
Senior Notes | 4.875% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 405 | 405 | |
Senior Notes | 9.375% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 543 | 543 | |
Line of Credit | Revolving Credit Facility | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Line of credit facility outstanding | $ 140 | [3],[4] | $ 190 |
[1] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). | ||
[2] | The Term Loan A provides for quarterly amortization payments, based on a percentage of the original principal amount of the Term Loan A, as follows: 0.625% per quarter from June 30, 2018 to March 31, 2020; 1.25% per quarter from June 30, 2020 to March 31, 2021; 1.875% per quarter from June 30, 2021 to March 31, 2022; and 2.50% per quarter for periods ending on or after June 30, 2022, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. | ||
[3] | As of September 30, 2020, the $1,425 million Revolving Credit Facility had outstanding borrowings of $140 million, as well as $40 million of outstanding undrawn letters of credit. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. On November 3, 2020, the Company had no outstanding borrowings under the Revolving Credit Facility and $40 million of outstanding undrawn letters of credit. | ||
[4] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2020 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. |
Short And Long-Term Debt Indebt
Short And Long-Term Debt Indebtedness Table (Details) - USD ($) $ in Millions | 9 Months Ended | |||||
Sep. 30, 2020 | Nov. 03, 2020 | Dec. 31, 2019 | Feb. 28, 2018 | |||
Principal Amount | ||||||
Long-term debt principal amount | $ 3,391 | |||||
Unamortized Discount and Debt Issuance Costs | ||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 34 | |||||
Net Amount | ||||||
Outstanding borrowings, long-term debt | $ 3,357 | |||||
LIBOR | ||||||
Net Amount | ||||||
Description of variable interest rate basis | LIBOR | |||||
ABR | ||||||
Net Amount | ||||||
Description of variable interest rate basis | ABR | |||||
Term Loan B | LIBOR | ||||||
Net Amount | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 0.75% | |||||
Term Loan B | ABR | ||||||
Net Amount | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 1.75% | |||||
Secured Debt | Term Loan B | ||||||
Principal Amount | ||||||
Long-term debt principal amount | $ 1,050 | [1] | $ 1,058 | $ 1,080 | ||
Unamortized Discount and Debt Issuance Costs | ||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [1] | 11 | ||||
Net Amount | ||||||
Outstanding borrowings, long-term debt | $ 1,039 | [1] | 1,045 | |||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | |||||
Secured Debt | Term Loan A | ||||||
Principal Amount | ||||||
Long-term debt principal amount | $ 694 | [2] | 717 | $ 750 | ||
Unamortized Discount and Debt Issuance Costs | ||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [2] | 4 | ||||
Net Amount | ||||||
Outstanding borrowings, long-term debt | 690 | [2] | 714 | |||
Secured Debt | 7.625% Senior Secured Second Lien Notes | ||||||
Principal Amount | ||||||
Long-term debt principal amount | 550 | 0 | ||||
Unamortized Discount and Debt Issuance Costs | ||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 10 | |||||
Net Amount | ||||||
Outstanding borrowings, long-term debt | $ 540 | 0 | ||||
Interest Rate | 7.625% | |||||
Secured Debt | June 2018 to March 2020 | Term Loan A | ||||||
Net Amount | ||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 0.625% | |||||
Secured Debt | June 2020 to March 2021 | Term Loan A | ||||||
Net Amount | ||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.25% | |||||
Secured Debt | June 2021 to March 2022 | Term Loan A | ||||||
Net Amount | ||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.875% | |||||
Secured Debt | June 2022 to February 2023 | Term Loan A | ||||||
Net Amount | ||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 2.50% | |||||
Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | Term Loan A | LIBOR | ||||||
Net Amount | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||
Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | Term Loan A | ABR | ||||||
Net Amount | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||
Senior Notes | 4.875% Senior Notes | ||||||
Principal Amount | ||||||
Long-term debt principal amount | $ 407 | 407 | ||||
Unamortized Discount and Debt Issuance Costs | ||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 2 | |||||
Net Amount | ||||||
Outstanding borrowings, long-term debt | $ 405 | 405 | ||||
Interest Rate | 4.875% | |||||
Senior Notes | 9.375% Senior Notes | ||||||
Principal Amount | ||||||
Long-term debt principal amount | $ 550 | 550 | ||||
Unamortized Discount and Debt Issuance Costs | ||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 7 | |||||
Net Amount | ||||||
Outstanding borrowings, long-term debt | $ 543 | 543 | ||||
Interest Rate | 9.375% | |||||
Line of Credit | Revolving Credit Facility | ||||||
Principal Amount | ||||||
Line of credit facility outstanding | $ 140 | [3],[4] | 190 | |||
Net Amount | ||||||
Outstanding borrowings, short-term debt, line of credit facility | 140 | [3],[4] | 190 | |||
Line of credit facility outstanding | 140 | [3],[4] | $ 190 | |||
Total capacity, short-term debt, line of credit facility | [4] | $ 1,425 | ||||
Line of Credit | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | Revolving Credit Facility | LIBOR | ||||||
Net Amount | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||
Line of Credit | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | Revolving Credit Facility | ABR | ||||||
Net Amount | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||
Letter of Credit | Revolving Credit Facility | ||||||
Principal Amount | ||||||
Line of credit facility outstanding | $ 40 | |||||
Net Amount | ||||||
Outstanding borrowings, short-term debt, line of credit facility | 40 | |||||
Line of credit facility outstanding | $ 40 | |||||
Subsequent Event | Line of Credit | Revolving Credit Facility | ||||||
Principal Amount | ||||||
Line of credit facility outstanding | [4] | $ 0 | ||||
Net Amount | ||||||
Outstanding borrowings, short-term debt, line of credit facility | [4] | 0 | ||||
Line of credit facility outstanding | [4] | 0 | ||||
Subsequent Event | Letter of Credit | Revolving Credit Facility | ||||||
Principal Amount | ||||||
Line of credit facility outstanding | 40 | |||||
Net Amount | ||||||
Outstanding borrowings, short-term debt, line of credit facility | 40 | |||||
Line of credit facility outstanding | $ 40 | |||||
[1] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). | |||||
[2] | The Term Loan A provides for quarterly amortization payments, based on a percentage of the original principal amount of the Term Loan A, as follows: 0.625% per quarter from June 30, 2018 to March 31, 2020; 1.25% per quarter from June 30, 2020 to March 31, 2021; 1.875% per quarter from June 30, 2021 to March 31, 2022; and 2.50% per quarter for periods ending on or after June 30, 2022, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. | |||||
[3] | As of September 30, 2020, the $1,425 million Revolving Credit Facility had outstanding borrowings of $140 million, as well as $40 million of outstanding undrawn letters of credit. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. On November 3, 2020, the Company had no outstanding borrowings under the Revolving Credit Facility and $40 million of outstanding undrawn letters of credit. | |||||
[4] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2020 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. |
Short And Long-Term Debt Maturi
Short And Long-Term Debt Maturities Table (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |||
Maturities of Long-term Debt | ||||||
Remaining 2020 (a) | [1] | $ 152 | ||||
2021 | 62 | |||||
2022 | 81 | |||||
2023 | 982 | |||||
2024 | $ 11 | |||||
Long-term Debt Maturities, Years Presented | 4 years | |||||
Current portion of long-term debt | $ 198 | $ 234 | ||||
Line of Credit | Revolving Credit Facility | ||||||
Maturities of Long-term Debt | ||||||
Letter of Credit | $ 140 | [2],[3] | $ 190 | |||
Scenario, Forecast | Secured Debt | Term Loan A | ||||||
Maturities of Long-term Debt | ||||||
Debt Instrument, Periodic Payment, Principal | $ 9 | $ 47 | ||||
Scenario, Forecast | Secured Debt | Term Loan B | ||||||
Maturities of Long-term Debt | ||||||
Debt Instrument, Periodic Payment, Principal | $ 3 | $ 11 | ||||
[1] | Remaining 2020 includes amortization payments totaling $9 million and $3 million for the Term Loan A and Term Loan B facilities, respectively, as well as $140 million of revolver borrowings under the Revolving Credit Facility which expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $198 million shown on the Condensed Consolidated Balance Sheets consists of four quarters of amortization payments totaling $47 million and $11 million for the Term Loan A and Term Loan B facilities, respectively, and $140 million of revolver borrowings under the Revolving Credit Facility. | |||||
[2] | As of September 30, 2020, the $1,425 million Revolving Credit Facility had outstanding borrowings of $140 million, as well as $40 million of outstanding undrawn letters of credit. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. On November 3, 2020, the Company had no outstanding borrowings under the Revolving Credit Facility and $40 million of outstanding undrawn letters of credit. | |||||
[3] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2020 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. |
Short And Long-Term Debt Senior
Short And Long-Term Debt Senior Secured Credit Facility (Details) $ in Millions | 9 Months Ended | ||||||
Sep. 30, 2020USD ($) | Jul. 24, 2020 | Jun. 30, 2020 | Dec. 31, 2019USD ($) | Feb. 28, 2018USD ($) | |||
Debt Instrument [Line Items] | |||||||
Long-term debt principal amount | $ 3,391 | ||||||
Letter of Credit, borrowing capacity | $ 125 | ||||||
Senior secured leverage ratio | 2.29 | ||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||
Required Covenant Ratio from October 2021 to June 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Quarterly Decrease of Ratio of Indebtedness to Net Capital | 0.25 | ||||||
Maximum | Required Covenant Ratio from July 2020 to June 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured leverage ratio | 6.50 | ||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||
Maximum | Required Covenant Ratio from July 2021 to September 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured leverage ratio | 5.50 | ||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||
Maximum | Required Covenant Ratio from April 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured leverage ratio | 4.75 | ||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||
Maximum | Suggested Covenant Ratio compliance for additional covenants under Amendments from July 24 2020 to June 30, 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured leverage ratio | 5.50 | ||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||
Maximum | Required Covenant Ratio for election by Company to end the amended covenant period | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured leverage ratio | 4.75 | ||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||
Maximum | Required Covenant Ratio | |||||||
Debt Instrument [Line Items] | |||||||
Senior secured leverage ratio | 6.50 | 4.75 | |||||
Ratio of Indebtedness to Net Capital Denominator | 1 | 1 | |||||
LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable interest rate basis | LIBOR | ||||||
ABR | |||||||
Debt Instrument [Line Items] | |||||||
Description of variable interest rate basis | ABR | ||||||
Term Loan B | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 0.75% | ||||||
Term Loan B | ABR | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 1.75% | ||||||
Revolving Credit Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility borrowing capacity | [1] | $ 1,425 | |||||
Revolving Credit Facility | Line of Credit | LIBOR | Greater than 3.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||
Revolving Credit Facility | Line of Credit | LIBOR | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||
Revolving Credit Facility | Line of Credit | LIBOR | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||
Revolving Credit Facility | Line of Credit | LIBOR | Less than 2.00 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||
Revolving Credit Facility | Line of Credit | ABR | Greater than 3.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||
Revolving Credit Facility | Line of Credit | ABR | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||
Revolving Credit Facility | Line of Credit | ABR | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||
Revolving Credit Facility | Line of Credit | ABR | Less than 2.00 to 1.00 | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||
Secured Debt | Term Loan B | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt principal amount | $ 1,050 | [2] | $ 1,058 | $ 1,080 | |||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | ||||||
[1] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2020 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. | ||||||
[2] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). |
Short And Long-Term Debt Term L
Short And Long-Term Debt Term Loan A Facility (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2019 | Feb. 28, 2018 | ||
Debt Instrument [Line Items] | ||||
Long-term debt principal amount | $ 3,391 | |||
Term Loan A | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt principal amount | $ 694 | [1] | $ 717 | $ 750 |
Term Loan A | Secured Debt | Greater than 3.50 to 1.00 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||
Term Loan A | Secured Debt | Greater than 3.50 to 1.00 | ABR | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||
Term Loan A | Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||
Term Loan A | Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | ABR | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||
Term Loan A | Secured Debt | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||
Term Loan A | Secured Debt | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | ABR | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||
Term Loan A | Secured Debt | Less than 2.00 to 1.00 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||
Term Loan A | Secured Debt | Less than 2.00 to 1.00 | ABR | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||
Term Loan A | Secured Debt | June 2018 to March 2020 | ||||
Debt Instrument [Line Items] | ||||
Quarterly percentage of original principal amount for quarterly amortization payments | 0.625% | |||
Term Loan A | Secured Debt | June 2020 to March 2021 | ||||
Debt Instrument [Line Items] | ||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.25% | |||
Term Loan A | Secured Debt | June 2021 to March 2022 | ||||
Debt Instrument [Line Items] | ||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.875% | |||
Term Loan A | Secured Debt | June 2022 to February 2023 | ||||
Debt Instrument [Line Items] | ||||
Quarterly percentage of original principal amount for quarterly amortization payments | 2.50% | |||
[1] | The Term Loan A provides for quarterly amortization payments, based on a percentage of the original principal amount of the Term Loan A, as follows: 0.625% per quarter from June 30, 2018 to March 31, 2020; 1.25% per quarter from June 30, 2020 to March 31, 2021; 1.875% per quarter from June 30, 2021 to March 31, 2022; and 2.50% per quarter for periods ending on or after June 30, 2022, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2020. |
Short And Long-Term Debt Seni_2
Short And Long-Term Debt Senior Secured Second Lien Notes (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 3,391 | |
7.625% Senior Secured Second Lien Notes | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 550 | $ 0 |
Interest Rate | 7.625% | |
9.375% Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 550 | $ 550 |
Interest Rate | 9.375% |
Short And Long-Term Debt Unsecu
Short And Long-Term Debt Unsecured Notes (Details) | 1 Months Ended | 9 Months Ended | ||
Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($)Rate | Sep. 30, 2019USD ($) | Jan. 01, 2019USD ($) | |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of Senior Secured Second Lien Notes | $ 550,000,000 | $ 0 | ||
Amount that the cumulative credit basket for restricted payments was reset to on January 1, 2019 | $ 0 | |||
Cumulative Credit Basket increase as a % of Consolidated Net Income when the consolidated leverage ratio is equal to or greater than 4.0 to 1.0 | Rate | 25.00% | |||
Consolidated Leverage Ratio - Consolidated Net Income Build - Numerator | 4 | |||
Consolidated Leverage Ratio - Consolidated Net Income Build - Denominator | 1 | |||
Cumulative Credit Basket increase as a % of Consolidated Net Income when the consolidated leverage ratio is less than 4.0 to 1.0 | Rate | 50.00% | |||
Percent of the deficit by which the cumulative credit basket is reduced when consolidated net income is in a deficit position | Rate | 1 | |||
General restricted payment basket may be used only for restricted investments (as defined in the indenture to the 9.375% notes) | $ 100,000,000 | |||
Consolidated Leverage Ratio - Unlimited General Restricted Payment Basket - Numerator | 3 | |||
Consolidated Leverage Ratio - Unlimited Restricted Payment Basket - Denominator | 1 | |||
Max amount of shares repurchased and dividends declared per year under the 9.375 Credit Agreement | $ 45,000,000 | |||
Net Debt Seasonality Adjustment | $ 200,000,000 | |||
Secured Debt | 7.625% Senior Secured Second Lien Notes | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of Senior Secured Second Lien Notes | $ 550 | |||
Interest Rate | 7.625% | |||
Senior Notes | 5.25% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 5.25% | |||
Senior Notes | 4.875% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 4.875% | |||
Senior Notes | 9.375% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 9.375% |
Short And Long-Term Debt Loss o
Short And Long-Term Debt Loss on the Early Extinguishment of Debt (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |||||
Debt Instrument [Line Items] | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ 0 | [1] | $ 10,000,000 | [1] | $ (5,000,000) | $ (8,000,000) | [1] | $ 5,000,000 | [1] | |
Long-term Debt, Gross | 3,391,000,000 | 3,391,000,000 | ||||||||
Repayments of Unsecured Debt | (550,000,000) | (533,000,000) | ||||||||
Debt Instrument, Repurchase Amount | $ 93,000,000 | $ 93,000,000 | ||||||||
7.625% Senior Secured Second Lien Notes | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | $ 550,000,000 | $ 550,000,000 | $ 0 | |||||||
Interest Rate | 7.625% | 7.625% | ||||||||
5.25% Senior Notes | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | $ 0 | $ 0 | $ 550,000,000 | |||||||
Interest Rate | 5.25% | 5.25% | ||||||||
[1] | Former parent legacy items and (Gain) loss on the early extinguishment of debt are recorded in Corporate and Other. |
Restructuring Costs Restructu_3
Restructuring Costs Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | [1],[2] | $ 13 | $ 11 | $ 38 | $ 29 | |
Operational Efficiencies Program | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | 10 | 36 | [3] | 25 | ||
Leadership Realignment | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | 2 | |||||
Prior restructuring programs [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | 1 | 4 | ||||
Personnel Related | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | [4] | 3 | 4 | 10 | 17 | |
Personnel Related | Operational Efficiencies Program | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | [3] | 10 | ||||
Facility Related | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | [5] | 10 | 6 | 28 | 11 | |
Facility Related | Operational Efficiencies Program | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | [3] | 26 | ||||
Other Restructuring | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | [6] | $ 0 | $ 1 | $ 0 | $ 1 | |
[1] | Restructuring charges for the three months ended September 30, 2020 relate to the Facility and Operational Efficiencies Program. Restructuring charges for the nine months ended September 30, 2020 include $36 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. Restructuring charges for the three and nine months ended September 30, 2019 include $10 million and $25 million, respectively, related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, related to prior restructuring programs. | |||||
[2] | The three months ended September 30, 2020 includes restructuring charges of $11 million at Realogy Brokerage Group and $2 million at Corporate and Other. The three months ended September 30, 2019 includes restructuring charges of $2 million at Realogy Franchise Group, $8 million at Realogy Brokerage Group and $1 million at Corporate and Other. The nine months ended September 30, 2020 includes restructuring charges of $1 million at Realogy Franchise Group, $32 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $2 million at Corporate and Other. The nine months ended September 30, 2019 includes restructuring charges of $3 million at Realogy Franchise Group, $18 million at Realogy Brokerage Group, $2 million at Realogy Title Group and $6 million at Corporate and Other. | |||||
[3] | In addition, the Company incurred an additional $17 million of facility-related costs for lease asset impairments in connection with the Facility and Operational Efficiencies Program during the nine months ended September 30, 2020. | |||||
[4] | Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. | |||||
[5] | Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. | |||||
[6] | Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities which are primarily included in the Corporate and Other business segment. |
Restructuring Costs Facility an
Restructuring Costs Facility and Operational Efficiencies Program (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | [1],[2] | $ 13 | $ 11 | $ 38 | $ 29 | |
Other Asset Impairment Charges | 3 | 17 | 6 | |||
Realogy Franchise Group | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | 2 | 1 | 3 | |||
Realogy Brokerage Group | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | 11 | 8 | 32 | 18 | ||
Realogy Title Group | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | 3 | 2 | ||||
Corporate and Other | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | 2 | 1 | 2 | 6 | ||
Personnel Related | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | [3] | 3 | 4 | 10 | 17 | |
Facility Related | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | [4] | 10 | 6 | 28 | 11 | |
Other Restructuring | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | [5] | 0 | 1 | 0 | 1 | |
Operational Efficiencies Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2019 | 11 | |||||
Restructuring costs, net | $ 10 | 36 | [6] | $ 25 | ||
Costs paid or otherwise settled | (33) | |||||
Balance at September 30, 2020 | 14 | 14 | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Restructuring and Related Cost, Expected Cost | [7] | 108 | 108 | |||
Restructuring and Related Cost, Cost Incurred to Date | 74 | 74 | ||||
Restructuring and Related Cost, Expected Cost Remaining | [7] | 34 | 34 | |||
Operational Efficiencies Program | Realogy Franchise Group | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Restructuring and Related Cost, Expected Cost | 5 | 5 | ||||
Restructuring and Related Cost, Cost Incurred to Date | 5 | 5 | ||||
Restructuring and Related Cost, Expected Cost Remaining | 0 | 0 | ||||
Operational Efficiencies Program | Realogy Brokerage Group | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Restructuring and Related Cost, Expected Cost | 84 | 84 | ||||
Restructuring and Related Cost, Cost Incurred to Date | 55 | 55 | ||||
Restructuring and Related Cost, Expected Cost Remaining | 29 | 29 | ||||
Operational Efficiencies Program | Realogy Title Group | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Restructuring and Related Cost, Expected Cost | 5 | 5 | ||||
Restructuring and Related Cost, Cost Incurred to Date | 5 | 5 | ||||
Restructuring and Related Cost, Expected Cost Remaining | 0 | 0 | ||||
Operational Efficiencies Program | Corporate and Other | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Restructuring and Related Cost, Expected Cost | 14 | 14 | ||||
Restructuring and Related Cost, Cost Incurred to Date | 9 | 9 | ||||
Restructuring and Related Cost, Expected Cost Remaining | 5 | 5 | ||||
Operational Efficiencies Program | Personnel Related | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2019 | 6 | |||||
Restructuring costs, net | [6] | 10 | ||||
Costs paid or otherwise settled | (14) | |||||
Balance at September 30, 2020 | 2 | 2 | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Restructuring and Related Cost, Expected Cost | [7] | 34 | 34 | |||
Restructuring and Related Cost, Cost Incurred to Date | 31 | 31 | ||||
Restructuring and Related Cost, Expected Cost Remaining | [7] | 3 | 3 | |||
Operational Efficiencies Program | Facility Related | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2019 | 5 | |||||
Restructuring costs, net | [6] | 26 | ||||
Costs paid or otherwise settled | (19) | |||||
Balance at September 30, 2020 | 12 | 12 | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Restructuring and Related Cost, Expected Cost | [7] | 73 | 73 | |||
Restructuring and Related Cost, Cost Incurred to Date | 42 | 42 | ||||
Restructuring and Related Cost, Expected Cost Remaining | [7] | 31 | 31 | |||
Operational Efficiencies Program | Other Restructuring | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Restructuring and Related Cost, Expected Cost | [7] | 1 | 1 | |||
Restructuring and Related Cost, Cost Incurred to Date | 1 | 1 | ||||
Restructuring and Related Cost, Expected Cost Remaining | [7] | $ 0 | $ 0 | |||
[1] | Restructuring charges for the three months ended September 30, 2020 relate to the Facility and Operational Efficiencies Program. Restructuring charges for the nine months ended September 30, 2020 include $36 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. Restructuring charges for the three and nine months ended September 30, 2019 include $10 million and $25 million, respectively, related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, related to prior restructuring programs. | |||||
[2] | The three months ended September 30, 2020 includes restructuring charges of $11 million at Realogy Brokerage Group and $2 million at Corporate and Other. The three months ended September 30, 2019 includes restructuring charges of $2 million at Realogy Franchise Group, $8 million at Realogy Brokerage Group and $1 million at Corporate and Other. The nine months ended September 30, 2020 includes restructuring charges of $1 million at Realogy Franchise Group, $32 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $2 million at Corporate and Other. The nine months ended September 30, 2019 includes restructuring charges of $3 million at Realogy Franchise Group, $18 million at Realogy Brokerage Group, $2 million at Realogy Title Group and $6 million at Corporate and Other. | |||||
[3] | Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. | |||||
[4] | Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. | |||||
[5] | Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities which are primarily included in the Corporate and Other business segment. | |||||
[6] | In addition, the Company incurred an additional $17 million of facility-related costs for lease asset impairments in connection with the Facility and Operational Efficiencies Program during the nine months ended September 30, 2020. | |||||
[7] | Facility-related costs include potential lease asset impairments to be incurred under the Facility and Operational Efficiencies Program. |
Restructuring Costs Leadership
Restructuring Costs Leadership Realignment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | ||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs, net | [1],[2] | $ 13 | $ 11 | $ 38 | $ 29 | |
Leadership Realignment | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Reserve | $ 3 | 3 | $ 5 | |||
Restructuring costs, net | 2 | |||||
Costs paid or otherwise settled | $ (4) | |||||
[1] | Restructuring charges for the three months ended September 30, 2020 relate to the Facility and Operational Efficiencies Program. Restructuring charges for the nine months ended September 30, 2020 include $36 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. Restructuring charges for the three and nine months ended September 30, 2019 include $10 million and $25 million, respectively, related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, related to prior restructuring programs. | |||||
[2] | The three months ended September 30, 2020 includes restructuring charges of $11 million at Realogy Brokerage Group and $2 million at Corporate and Other. The three months ended September 30, 2019 includes restructuring charges of $2 million at Realogy Franchise Group, $8 million at Realogy Brokerage Group and $1 million at Corporate and Other. The nine months ended September 30, 2020 includes restructuring charges of $1 million at Realogy Franchise Group, $32 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $2 million at Corporate and Other. The nine months ended September 30, 2019 includes restructuring charges of $3 million at Realogy Franchise Group, $18 million at Realogy Brokerage Group, $2 million at Realogy Title Group and $6 million at Corporate and Other. |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Equity Table [Line Items] | |||||
Beginning Balance | 114,355,519 | ||||
Repurchase of common stock | (1,200,000) | ||||
Ending Balance | 115,440,569 | 115,440,569 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | $ 1,625 | $ 2,253 | $ 2,315 | $ 2,096 | $ 2,315 |
Net income (loss) | 99 | (112) | (376) | (141) | |
Other comprehensive income (loss) | 1 | (1) | 1 | 0 | |
Repurchase of common stock | $ (20) | (20) | |||
Stock-based compensation | 9 | $ 10 | 19 | 25 | |
Issuance of shares for vesting of equity awards | 0 | 0 | 0 | ||
Shares withheld for taxes on equity awards | 0 | (5) | $ (6) | ||
Cash dividends declared per share | $ 0.09 | $ 0.27 | |||
Dividends declared, APIC | $ (10) | 0 | $ (31) | ||
Dividends declared | (1) | (10) | (2) | (33) | |
Ending Balance | $ 1,733 | $ 2,140 | $ 1,733 | $ 2,140 | |
Common Stock | |||||
Statement of Equity Table [Line Items] | |||||
Beginning Balance | 115,400,000 | 114,300,000 | 114,600,000 | 114,400,000 | 114,600,000 |
Repurchase of common stock | (1,200,000) | ||||
Issuance of shares for vesting of equity awards | 100,000 | 1,600,000 | 1,300,000 | ||
Shares withheld for taxes on equity awards | (100,000) | (600,000) | (400,000) | ||
Ending Balance | 115,400,000 | 114,300,000 | 115,400,000 | 114,300,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 |
Repurchase of common stock | 0 | ||||
Issuance of shares for vesting of equity awards | 0 | 0 | 0 | ||
Shares withheld for taxes on equity awards | 0 | 0 | 0 | ||
Ending Balance | 1 | 1 | 1 | 1 | |
Additional Paid-In Capital | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | 4,847 | 4,837 | 4,869 | 4,842 | 4,869 |
Repurchase of common stock | (20) | ||||
Stock-based compensation | 9 | 10 | 19 | 25 | |
Shares withheld for taxes on equity awards | 0 | (5) | (6) | ||
Ending Balance | 4,856 | 4,837 | 4,856 | 4,837 | |
Accumulated Deficit | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | (3,171) | (2,537) | (2,507) | (2,695) | (2,507) |
Net income (loss) | 98 | (113) | (378) | (143) | |
Ending Balance | (3,073) | (2,650) | (3,073) | (2,650) | |
Accumulated Other Comprehensive Loss | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | (56) | (51) | (52) | (56) | (52) |
Other comprehensive income (loss) | 1 | (1) | 1 | ||
Ending Balance | (55) | (52) | (55) | (52) | |
Non- controlling Interests | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | 4 | 3 | $ 4 | 4 | 4 |
Net income (loss) | 1 | 1 | 2 | 2 | |
Dividends declared, Noncontrolling Interest | (1) | 0 | (2) | (2) | |
Ending Balance | $ 4 | $ 4 | $ 4 | $ 4 |
Equity Stock-Based Compensation
Equity Stock-Based Compensation (Details) | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Restricted Stock Units (RSUs) | |
Non Options Granted in Period | shares | 0.7 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 9.70 |
Performance Shares | |
Non Options Granted in Period | shares | 0.9 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 9.23 |
Deferred Bonus | |
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | $ 18 |
Cash settled PSU | |
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | 6 |
Cash settled RSU | |
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | $ 3 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Earnings Per Share [Abstract] | |||||
Net income (loss) from continuing operations | $ 145 | $ (120) | $ (262) | $ (136) | |
Net Income (Loss) Attributable to Noncontrolling Interest | (1) | (1) | (2) | (2) | |
Net income (loss) from continuing operations attributable to Realogy Holdings | 144 | (121) | (264) | (138) | |
Net (loss) income from discontinued operations | (46) | 8 | (114) | (5) | |
Net income (loss) attributable to Realogy Holdings and Realogy Group | $ 98 | $ (113) | $ (378) | $ (143) | |
Earnings Per Share, Basic and Diluted [Abstract] | |||||
Weighted average common shares outstanding, Basic | 115.4 | 114.3 | 115.2 | 114.2 | |
Dilutive effect of stock-based compensation | [1],[2] | 1.3 | 0 | 0 | 0 |
Weighted average common shares outstanding, Diluted | 116.7 | 114.3 | 115.2 | 114.2 | |
Basic earnings (loss) per share from continuing operations | $ 1.25 | $ (1.06) | $ (2.29) | $ (1.21) | |
Basic (loss) earnings per share from discontinued operations | (0.40) | 0.07 | (0.99) | (0.04) | |
Basic earnings (loss) per share | 0.85 | (0.99) | (3.28) | (1.25) | |
Diluted earnings (loss) per share from continuing operations | 1.23 | (1.06) | (2.29) | (1.21) | |
Diluted (loss) earnings per share from discontinued operations | (0.39) | 0.07 | (0.99) | (0.04) | |
Diluted earnings (loss) per share | $ 0.84 | $ (0.99) | $ (3.28) | $ (1.25) | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8.3 | ||||
[1] | The Company had a net loss from continuing operations for the nine months ended September 30, 2020 and three and nine months ended September 30, 2019 and therefore the impact of incentive equity awards were excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive | ||||
[2] | The three months ended September 30, 2020 exclude 8.3 million of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. |
Commitments And Contingencies (
Commitments And Contingencies (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 31, 2006Independent_Companies | |
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Litigation The Company is involved in claims, legal proceedings, alternative dispute resolution and governmental inquiries related to alleged contract disputes, business practices, intellectual property and other commercial, employment, regulatory and tax matters. Examples of such matters include but are not limited to allegations: • that independent residential real estate sales agents engaged by Realogy Brokerage Group or by affiliated franchisees—under certain state or federal laws—are potentially employees instead of independent contractors, and they or regulators therefore may bring claims against Realogy Brokerage Group for breach of contract, wage and hour classification claims, wrongful discharge, unemployment and workers' compensation and could seek benefits, back wages, overtime, indemnification, penalties related to classification practices and expense reimbursement available to employees or similar claims against Realogy Franchise Group as an alleged joint employer of an affiliated franchisee’s independent sales agents; • concerning other employment law matters, including other types of worker classification claims as well as wage and hour claims and retaliation claims; • concerning anti-trust and anti-competition matters; • that the Company is vicariously liable for the acts of franchisees under theories of actual or apparent agency; • by current or former franchisees that franchise agreements were breached including improper terminations; • concerning alleged RESPA or state real estate law violations; • concerning claims related to the Telephone Consumer Protection Act, including autodialer claims; • concerning claims generally against the company owned brokerage operations for negligence, misrepresentation or breach of fiduciary duty in connection with the performance of real estate brokerage or other professional services as well as other brokerage claims associated with listing information and property history; • related to copyright law, including infringement actions alleging improper use of copyrighted photographs on websites or in marketing materials without consent of the copyright holder; • concerning breach of obligations to make websites and other services accessible for consumers with disabilities; • concerning claims generally against the title agent contending that the agent knew or should have known that a transaction was fraudulent or that the agent was negligent in addressing title defects or conducting the settlement; • concerning information security and cyber-crime, including claims under new and emerging data privacy laws related to the protection of customer, employee or third-party information, as well as those related to the diversion of homesale transaction closing funds; and • those related to general fraud claims. Worker Classification Litigation Whitlach v. Premier Valley, Inc. d/b/a Century 21 M&M and Century 21 Real Estate LLC (Superior Court of California, Stanislaus County). This was filed as a putative class action complaint on December 20, 2018 by plaintiff James Whitlach against Premier Valley Inc., a Century 21 Real Estate independently-owned franchisee doing business as Century 21 M&M (“Century 21 M&M”). The complaint also names Century 21 Real Estate LLC, a wholly-owned subsidiary of the Company and the franchisor of Century 21 Real Estate (“Century 21”), as an alleged joint employer of the franchisee’s independent sales agents and seeks to certify a class that could potentially include all agents of both Century 21 M&M and Century 21 in California. In February 2019, the plaintiff amended his complaint to assert claims pursuant to the California Private Attorneys General Act (“PAGA”). Following the Court's dismissal of the plaintiff's non-PAGA claims without prejudice in June 2019, the plaintiff continues to pursue his PAGA claims as a representative of purported "aggrieved employees" as defined by PAGA. As such representative, the plaintiff seeks all non-individualized relief available to the purported aggrieved employees under PAGA, as well as attorneys’ fees. Under California law, PAGA claims are generally not subject to arbitration and may result in exposure in the form of additional penalties. Following the Court's grant of the defendants' demurrer to the plaintiff's amended complaint (with leave to replead), the plaintiff filed a second amended complaint asserting one cause of action for alleged civil penalties under PAGA in June 2020. In the second amended complaint, the plaintiff continues to allege that Century 21 M&M misclassified all of its independent real estate agents, salespeople, sales professionals, broker associates and other similar positions as independent contractors, failed to pay minimum wages, failed to provide meal and rest breaks, failed to pay timely wages, failed to keep proper records, failed to provide appropriate wage statements, made unlawful deductions from wages, and failed to reimburse plaintiff and the putative class for business related expenses, resulting in violations of the California Labor Code. Century 21 M&M filed its demurrer to the amended complaint, to which Century 21 filed a joinder (and, in the alternative, a motion to strike certain portions of the amended complaint), on August 3, 2020. This case raises various previously unlitigated claims and the PAGA claim adds additional litigation, financial and operating uncertainties. Real Estate Industry Litigation Moehrl, Cole, Darnell, Nager, Ramey, Sawbill Strategic, Inc., Umpa and Ruh v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, The Long & Foster Companies, Inc., RE/ MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Northern District of Illinois). This amended putative class action complaint (the "amended Moehrl complaint"), filed on June 14, 2019, (i) consolidates the Moehrl and Sawbill litigation reported in our Form 10-Q for the period ended March 31, 2019, (ii) adds certain plaintiffs and defendants, and (iii) serves as a response to the separate motions to dismiss filed on May 17, 2019 in the prior Moehrl litigation by each of NAR and the Company (along with the other defendants named in the prior Moehrl complaint). In the amended Moehrl complaint, the plaintiffs allege that the defendants engaged in a continuing contract, combination, or conspiracy to unreasonably restrain trade and commerce in violation of Section 1 of the Sherman Act because defendant NAR allegedly established mandatory anticompetitive policies for the multiple listing services and its member brokers that require brokers to make an offer of buyer broker compensation when listing a property. The plaintiffs further allege that commission sharing, which provides for the broker representing the seller sharing or paying a portion of its commission to the broker representing the buyer, is anticompetitive and violates the Sherman Act, and that the defendant franchisors conspired with NAR by requiring their respective franchisees to comply with NAR’s policies and Code of Ethics. The plaintiffs seek a permanent injunction enjoining the defendants from requiring home sellers to pay buyer broker commissions or to otherwise restrict competition among buyer brokers, an award of damages and/or restitution, attorneys fees and costs of suit. In October 2019, the Department of Justice filed a statement of interest for this matter, in their words “to correct the inaccurate portrayal, by defendant The National Association of Realtors (‘NAR’), of a 2008 consent decree between the United States and NAR.” A motion to appoint lead counsel in the case was granted on an interim basis by the Court on May 30, 2020. On October 2, 2020, the Court denied the separate motions to dismiss filed in August 2019 by each of NAR and the Company (together with the other defendants named in the amended Moehrl complaint). Sitzer and Winger v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., RE/MAX Holdings, Inc., and Keller Williams Realty, Inc. (U.S. District Court for the Western District of Missouri). This is a putative class action complaint filed on April 29, 2019 and amended on June 21, 2019 by plaintiffs Joshua Sitzer and Amy Winger against NAR, the Company, Homeservices of America, Inc., RE/MAX Holdings, Inc., and Keller Williams Realty, Inc. The complaint contains substantially similar allegations, and seeks the same relief under the Sherman Act, as the Moehrl litigation. The Sitzer litigation is limited both in allegations and relief sought to the State of Missouri and includes an additional cause of action for alleged violation of the Missouri Merchandising Practices Act, or MMPA. On August 22, 2019, the Court denied defendants' motions to transfer the Sitzer matter to the U.S. District Court for the Northern District of Illinois and on October 16, 2019, denied the motions to dismiss this litigation filed respectively by NAR and the Company (together with the other named brokerage/franchisor defendants). In September 2019, the Department of Justice filed a statement of interest and appearances for this matter for the same purpose stated in the Moehrl matter and in July 2020 requested we provide them with all materials produced for Sitzer . Discovery between the plaintiffs and defendants is ongoing. Rubenstein, Nolan v. The National Association of Realtors, Realogy Holdings Corp., Coldwell Banker, Sotheby’s Investment Realty, and Homeservices of America, Inc. (U.S. District Court for the District of Connecticut). In this action, the plaintiffs take issue with the same NAR policies related to buyer broker compensation at issue in the Moehrl and Sitzer matters, but claim the alleged conspiracy has harmed buyers (instead of sellers) and is a federal racketeering violation (instead of a violation of federal antitrust law). On October 29, 2020, the plaintiffs filed a statement with the Court outlining the alleged racketeering violations. Securities Litigation Tanaskovic v. Realogy Holdings Corp., et. al. (U.S. District Court for the District of New Jersey). This is a putative class action complaint filed on July 11, 2019 by plaintiff Sasa Tanaskovic against the Company and certain of its current and former executive officers. The lawsuit alleges violations of Sections 10(b), 20(a) and Rule 10b-5 of the Exchange Act in connection with allegedly false and misleading statements made by the Company about its business, operations, and prospects. The plaintiffs seek, among other things, compensatory damages for purchasers of the Company’s common stock between February 24, 2017 through May 22, 2019, as well as attorneys’ fees and costs. Locals 302 and 612 of the International Union of Operating Engineers-Employers Construction Industry Retirement Trust (the “Retirement Trust”), was appointed lead plaintiff on November 7, 2019. Lead plaintiff filed its amended complaint on March 6, 2020. The Company filed its motion to dismiss the amended complaint on August 3, 2020, the plaintiffs filed their opposition to such motion on September 17, 2020, and the Company filed its reply on November 2, 2020. Fried v. Realogy Holdings Corp., et al. (U.S. District Court for the District of New Jersey). This is a putative derivative action filed on October 23, 2019 by plaintiff Adam Fried against the Company (as nominal defendant) and certain of its current and former executive officers and members of its Board of Directors (as defendants). The lawsuit alleges violations of Section 14(a) of the Exchange Act and breach of fiduciary duties for, among other things, allegedly false and misleading statements made by the Company about its business, operations and prospects as well as unjust enrichment claims. The plaintiff seeks, among other things, compensatory damages, disgorgement of improper compensation, certain reforms to the Company’s corporate governance and internal procedures and attorneys’ fees and costs. On December 23, 2019, the Court approved a motion staying this case pending further action in the Tanaskovic matter. The Company disputes the allegations in each of the captioned matters described above and will vigorously defend these actions. Given the early stages of each of these cases, we cannot estimate a range of reasonably possible losses for this litigation. The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. In addition, class action lawsuits can be costly to defend and, depending on the class size and claims, could be costly to settle. As such, the Company could incur judgments or enter into settlements of claims with liability that are materially in excess of amounts accrued and these settlements could have a material adverse effect on the Company’s financial condition, results of operations or cash flows in any particular period. * * * Company-Initiated Litigation Realogy Holdings Corp. v. SIRVA Worldwide, Inc., North American Van Lines, Inc., Madison Dearborn Capital Partners VII-A, L.P., Madison Dearborn Capital Partners VII-C, L.P., and Madison Dearborn Capital Partners VII Executive-A, L.P. (Court of Chancery of the State of Delaware). On August 8, 2020, the Company entered into a confidential settlement agreement with SIRVA, Inc., SIRVA Worldwide, Inc. (“SIRVA Worldwide”) and affiliates of Madison Dearborn Partners, LLC to mutually dismiss and release all claims related to the termination of the Purchase and Sale Agreement dated November 6, 2019 with North American Van Lines, Inc. (as assignee of SIRVA Worldwide) for the sale of the Company’s employee relocation services business, Cartus Corporation. Realogy Holdings Corp., NRT New York LLC (d/b/a The Corcoran Group), Sotheby’s International Realty, Inc., Coldwell Banker Residential Brokerage Company, Coldwell Banker Residential Real Estate LLC, NRT West, Inc., Martha Turner Properties, L.P. And Better Homes and Gardens Real Estate LLC v. Urban Compass, Inc., and Compass, Inc. (Supreme Court New York, New York County). On July 10, 2019, the Company and certain of its subsidiaries filed a complaint against Urban Compass, Inc. and Compass, Inc. (together, "Compass") alleging misappropriation of trade secrets; tortious interference with contract; intentional and tortious interference with prospective economic advantage; unfair competition under New York common law; violations of the California Unfair Competition Law, Business and Professional Code Section 17200 et. seq. (unfair competition); violations of New York General Business Law Section 349 (deceptive acts or practices); violations of New York General Business Law Sections 350 and 350-a (false advertising); conversion; and aiding and abetting breach of contract. The Company seeks, among other things, actual and compensatory damages, injunctive relief, and attorneys’ fees and costs. The Company subsequently amended its complaint (which, among other things, withdrew the count for aiding and abetting breach of contract and added a count for defamation). Beginning in September 2019, Compass filed a series of motions, which the Company opposed, including a motion to dismiss and a motion to compel arbitration with respect to certain claims involving Corcoran. In June 2020, having previously denied certain portions of Compass’ motion to dismiss, the Court denied the balance of the motion to dismiss, and denied as moot Compass’ motion to compel arbitration, granting the Company leave to amend the allegations in its complaint that relate to Corcoran’s exclusive listings in order to clarify the claims and damages sought in the action. The Company filed its amended complaint in July 2020. On September 24, 2020, Compass filed a motion to compel arbitration with respect to certain claims in the Company's amended complaint concerning or purportedly related to Corcoran and Sotheby’s International Realty, Inc. * * * The Company is involved in certain other claims and legal actions arising in the ordinary course of our business. Such litigation, regulatory actions and other proceedings may include, but are not limited to, actions relating to intellectual property, commercial arrangements, franchising arrangements, the fiduciary duties of brokers, standard brokerage disputes like the failure to disclose accurate square footage or hidden defects in the property such as mold, vicarious liability based upon conduct of individuals or entities outside of our control, including franchisees and independent sales agents, antitrust and anti-competition claims, general fraud claims (including wire fraud associated with third-party diversion of funds from a brokerage transaction), employment law claims, including claims challenging the classification of independent sales agents as independent contractors, wage and hour related claims, and claims related to business actions responsive to the COVID-19 outbreak and governmental and regulatory directives thereto, and claims alleging violations of RESPA, state consumer fraud statutes or federal consumer protection statutes. While the results of such claims and legal actions cannot be predicted with certainty, we do not believe based on information currently available to us that the final outcome of current proceedings against the Company will have a material adverse effect on our consolidated financial position, results of operations or cash flows. In addition, with the increasing requirements resulting from government laws and regulations concerning data breach notifications and data privacy and protection obligations, claims associated with these laws may become more common. While most litigation involves claims against the Company, from time to time the Company commences litigation, including litigation against former employees, franchisees and competitors when it alleges that such persons or entities have breached agreements or engaged in other wrongful conduct. * * * Cendant Corporate Liabilities and Guarantees to Cendant and Affiliates Realogy Group (then Realogy Corporation) separated from Cendant on July 31, 2006 (the "Separation"), pursuant to a plan by Cendant (now known as Avis Budget Group, Inc.) to separate into four independent companies—one for each of Cendant's business units—real estate services (Realogy Group), travel distribution services ("Travelport"), hospitality services, including timeshare resorts ("Wyndham Worldwide"), and vehicle rental ("Avis Budget Group"). Pursuant to the Separation and Distribution Agreement dated as of July 27, 2006 among Cendant, Realogy Group, Wyndham Worldwide and Travelport (the "Separation and Distribution Agreement"), each of Realogy Group, Wyndham Worldwide and Travelport have assumed certain contingent and other corporate liabilities (and related costs and expenses), which are primarily related to each of their respective businesses. In addition, Realogy Group has assumed 62.5% and Wyndham Worldwide has assumed 37.5% of certain contingent and other corporate liabilities (and related costs and expenses) of Cendant. The due to former parent balance was $19 million at September 30, 2020 and $18 million at December 31, 2019, respectively. The due to former parent balance was comprised of the Company’s portion of the following: (i) Cendant’s remaining contingent tax liabilities, (ii) potential liabilities related to Cendant’s terminated or divested businesses, and (iii) potential liabilities related to the residual portion of accruals for Cendant operations. Tax Matters The Company is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording related assets and liabilities. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities whereby the outcome of the audits is uncertain. The Company believes there is appropriate support for positions taken on its tax returns. The liabilities that have been recorded represent the best estimates of the probable loss on certain positions and are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. However, the outcomes of tax audits are inherently uncertain. Escrow and Trust Deposits As a service to its customers, the Company administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. Deposits at FDIC-insured institutions are insured up to $250 thousand. These escrow and trust deposits totaled $943 million at September 30, 2020 and $475 million at December 31, 2019. These escrow and trust deposits are not assets of the Company and, therefore, are excluded from the accompanying Condensed Consolidated Balance Sheets. However, the Company remains contingently liable for the disposition of these deposits. | ||
Loss Contingencies [Line Items] | |||
Cendant Spin-off Number of New Independent Companies | Independent_Companies | 4 | ||
Number of New Independent Companies per Cendant Business Unit | Independent_Companies | 1 | ||
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% | ||
Guaranty Arrangement Percentage of Obligations Assumed by Wyndham | 37.50% | ||
Due to former parent | $ 19,000 | $ 18,000 | |
Noninterest-bearing deposit liabilities | 943,000 | $ 475,000 | |
Maximum | |||
Loss Contingencies [Line Items] | |||
Cash, FDIC insured amount | $ 250 |
Segment Information - Revenues
Segment Information - Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | $ 1,857 | $ 1,550 | $ 4,180 | $ 4,268 |
Realogy Franchise Group | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | 262 | 240 | 609 | 679 |
Realogy Franchise Group | Royalties and Marketing Fees | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | 97 | 82 | 220 | 224 | |
Realogy Franchise Group | Referral Fees | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | 3 | 6 | 8 | 14 | |
Realogy Brokerage Group | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | 1,479 | 1,222 | 3,281 | 3,369 |
Realogy Title Group | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | 213 | 170 | 510 | 444 |
Corporate and Other | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2],[3] | $ (97) | $ (82) | $ (220) | $ (224) |
[1] | Revenues for Realogy Franchise Group include intercompany referral commissions related to Realogy Advantage Broker Network paid by Realogy Brokerage Group of $3 million and $8 million for the three and nine months ended September 30, 2020, respectively, and $6 million and $14 million for the three and nine months ended September 30, 2019, respectively. Such amounts are recorded as contra-revenues by Realogy Brokerage Group. There are no other material intersegment transactions. | ||||
[2] | Transactions between segments are eliminated in consolidation. Revenues for the Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $97 million and $220 million for the three and nine months ended September 30, 2020, respectively, and $82 million and $224 million for the three and nine months ended September 30, 2019, respectively. Such amounts are eliminated through the Corporate and Other line. | ||||
[3] | Includes the elimination of transactions between segments. |
Segment Information - Operating
Segment Information - Operating EBITDA (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2008 | Dec. 31, 2007 | Sep. 30, 2020 | Sep. 30, 2019 | ||||||
Segment Reporting Information [Line Items] | |||||||||||||
Operating EBITDA | $ 309,000,000 | $ 206,000,000 | $ 518,000,000 | $ 443,000,000 | |||||||||
Depreciation and amortization | 43,000,000 | 42,000,000 | 134,000,000 | 126,000,000 | |||||||||
Interest expense, net | 48,000,000 | 66,000,000 | 208,000,000 | 209,000,000 | |||||||||
Income tax expense (benefit) from continuing operations | 54,000,000 | (23,000,000) | (67,000,000) | (22,000,000) | |||||||||
Restructuring costs, net | [1],[2] | 13,000,000 | 11,000,000 | 38,000,000 | 29,000,000 | ||||||||
Impairments | [3] | 6,000,000 | 240,000,000 | 460,000,000 | 243,000,000 | ||||||||
Former parent legacy cost, net | [4] | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
(Gain) loss on the early extinguishment of debt | 0 | [4] | (10,000,000) | [4] | $ 5,000,000 | 8,000,000 | [4] | (5,000,000) | [4] | ||||
Net income (loss) from continuing operations attributable to Realogy Holdings | 144,000,000 | (121,000,000) | (264,000,000) | (138,000,000) | |||||||||
Net (loss) income from discontinued operations | [5] | (46,000,000) | 8,000,000 | (114,000,000) | (5,000,000) | ||||||||
Net income (loss) attributable to Realogy Holdings and Realogy Group | 98,000,000 | (113,000,000) | (378,000,000) | (143,000,000) | |||||||||
Impairment loss | $ (413,000,000) | (237) | $ (1,153) | $ (489) | (413,000,000) | ||||||||
Other Asset Impairment Charges | 3,000,000 | 17,000,000 | 6,000,000 | ||||||||||
Estimated loss on the sale of discontinued operations, net of tax | (43,000,000) | 0 | (97,000,000) | 0 | |||||||||
Realogy Franchise Group | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Operating EBITDA | 196,000,000 | 170,000,000 | 419,000,000 | 448,000,000 | |||||||||
Restructuring costs, net | 2,000,000 | 1,000,000 | 3,000,000 | ||||||||||
Impairment loss | 0 | ||||||||||||
Realogy Franchise Group | Indefinite life—Trademarks (b) (c) | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 30,000,000 | ||||||||||||
Realogy Brokerage Group | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Operating EBITDA | 61,000,000 | 31,000,000 | 25,000,000 | 16,000,000 | |||||||||
Restructuring costs, net | 11,000,000 | 8,000,000 | 32,000,000 | 18,000,000 | |||||||||
Impairment loss | (237,000,000) | (413,000,000) | (237,000,000) | ||||||||||
Net Decrease in Carrying Value | (314,000,000) | 180,000,000 | 180,000,000 | ||||||||||
Income tax benefit associated with Goodwill Impairment Charge | $ 99,000,000 | 57,000,000 | 57,000,000 | ||||||||||
Realogy Title Group | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Operating EBITDA | 95,000,000 | 31,000,000 | 168,000,000 | 54,000,000 | |||||||||
Restructuring costs, net | 3,000,000 | 2,000,000 | |||||||||||
Impairment loss | 0 | ||||||||||||
Corporate and Other | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Operating EBITDA | [6] | (43,000,000) | (26,000,000) | (94,000,000) | (75,000,000) | ||||||||
Restructuring costs, net | $ 2,000,000 | $ 1,000,000 | $ 2,000,000 | $ 6,000,000 | |||||||||
[1] | Restructuring charges for the three months ended September 30, 2020 relate to the Facility and Operational Efficiencies Program. Restructuring charges for the nine months ended September 30, 2020 include $36 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. Restructuring charges for the three and nine months ended September 30, 2019 include $10 million and $25 million, respectively, related to the Facility and Operational Efficiencies Program and $1 million and $4 million, respectively, related to prior restructuring programs. | ||||||||||||
[2] | The three months ended September 30, 2020 includes restructuring charges of $11 million at Realogy Brokerage Group and $2 million at Corporate and Other. The three months ended September 30, 2019 includes restructuring charges of $2 million at Realogy Franchise Group, $8 million at Realogy Brokerage Group and $1 million at Corporate and Other. The nine months ended September 30, 2020 includes restructuring charges of $1 million at Realogy Franchise Group, $32 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $2 million at Corporate and Other. The nine months ended September 30, 2019 includes restructuring charges of $3 million at Realogy Franchise Group, $18 million at Realogy Brokerage Group, $2 million at Realogy Title Group and $6 million at Corporate and Other. | ||||||||||||
[3] | Impairments for the three months ended September 30, 2020 relate to lease asset impairments. Impairments for the nine months ended September 30, 2020 include a goodwill impairment charge of $413 million (which reduced the net carrying value of Realogy Brokerage Group by $314 million after accounting for the related income tax benefit of $99 million), an impairment charge of $30 million (which reduced the carrying value of trademarks at Realogy Franchise Group) and $17 million related to lease asset impairments.Impairments for the three and nine months ended September 30, 2019 include a goodwill impairment charge of $237 million (which reduced the net carrying value of Realogy Brokerage Group by $180 million after accounting for the related income tax benefit of $57 million). In addition, the three and nine months ended September 30, 2019 include other impairment charges primarily related to lease asset impairments of $3 million and $6 million, respectively. | ||||||||||||
[4] | Former parent legacy items and (Gain) loss on the early extinguishment of debt are recorded in Corporate and Other. | ||||||||||||
[5] | Includes estimated loss on the sale of discontinued operations, net of tax of $43 million and $97 million for the three and nine months ended September 30, 2020, respectively. | ||||||||||||
[6] | Includes the elimination of transactions between segments. |