Cover Page
Cover Page - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Feb. 19, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | |
Document Information [Line Items] | ||||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Period End Date | Dec. 31, 2020 | |||
Document Transition Report | false | |||
Entity File Number | 001-35674 | |||
Entity Registrant Name | REALOGY HOLDINGS CORP. | |||
Entity Tax Identification Number | 20-8050955 | |||
Entity Incorporation, State or Country Code | DE | |||
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 Well-known Seasoned Issuer | Yes | |||
Entity Voluntary Filers | No | |||
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 | |||
ICFR Auditor Attestation Flag | true | |||
Entity Shell Company | false | |||
Entity Public Float | $ 849 | |||
Entity Common Stock, Shares Outstanding | 115,496,600 | |||
Entity Central Index Key | 0001398987 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2020 | |||
Document Fiscal Period Focus | FY | |||
Amendment Flag | false | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |
Realogy Group LLC [Member] | ||||
Document Information [Line Items] | ||||
Entity File Number | 333-148153 | |||
Entity Registrant Name | REALOGY GROUP LLC | |||
Entity Tax Identification Number | 20-4381990 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | Yes | |||
Entity Current Reporting Status | Yes | |||
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 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Revenues | ||||||
Net revenues | [1] | $ 6,221 | $ 5,870 | $ 6,079 | ||
Expenses | ||||||
Commission and other agent-related costs | 3,527 | 3,156 | 3,282 | |||
Operating | 1,473 | 1,531 | 1,548 | |||
Marketing | 215 | 264 | 258 | |||
General and administrative | 412 | 344 | 328 | |||
Former parent legacy cost, net | [2] | 1 | 1 | 4 | ||
Restructuring costs, net | [3],[4] | 67 | 52 | 58 | ||
Impairments | 682 | [5] | 271 | [5] | 0 | |
Depreciation and amortization | 186 | [6] | 195 | [6] | 195 | |
Interest expense, net | 246 | 250 | 190 | |||
Loss (gain) on the early extinguishment of debt | [2] | 8 | (5) | 7 | ||
Other income, net | (5) | 0 | 0 | |||
Total expenses | 6,812 | 6,059 | 5,870 | |||
(Loss) income before income taxes, equity in (earnings) losses and noncontrolling interests | (591) | (189) | 209 | |||
Income tax (benefit) expense | (104) | 14 | 65 | |||
Equity in (earnings) losses of unconsolidated entities | (131) | (18) | 4 | |||
Net (loss) income | (356) | (185) | 140 | |||
Less: Net income attributable to noncontrolling interests | (4) | (3) | (3) | |||
Net (loss) income attributable to Realogy Holdings and Realogy Group | $ (360) | $ (188) | $ 137 | |||
(Loss) earnings per share attributable to Realogy Holdings shareholders: | ||||||
Basic (loss) earnings per share | $ (3.13) | $ (1.65) | $ 1.10 | |||
Diluted (loss) earnings per share | $ (3.13) | $ (1.65) | $ 1.09 | |||
Weighted average common and common equivalent shares of Realogy Holdings outstanding: | ||||||
Basic | 115.2 | 114.2 | 124 | |||
Diluted | 115.2 | 114.2 | 125.3 | |||
Gross Commission Income | ||||||
Revenues | ||||||
Net revenues | [7] | $ 4,669 | $ 4,330 | $ 4,533 | ||
Service revenue | ||||||
Revenues | ||||||
Net revenues | [8] | 983 | 941 | 947 | ||
Franchise fees | ||||||
Revenues | ||||||
Net revenues | [9] | 419 | 386 | 393 | ||
Other | ||||||
Revenues | ||||||
Net revenues | [10] | $ 150 | $ 213 | $ 206 | ||
[1] | Transactions between segments are eliminated in consolidation. Revenues for Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $316 million, $293 million and $306 million for the years ended December 31, 2020, 2019 and 2018, respectively. Such amounts are eliminated through the Corporate and Other line. | |||||
[2] | Former parent legacy items and Loss (gain) on the early extinguishment of debt are recorded in Corporate and Other. | |||||
[3] | Restructuring charges for the year ended December 31, 2020 include $65 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. The year ended December 31, 2019 includes $47 million of expense related to the Facility and Operational Efficiencies Program and $5 million of expense primarily related to the Leadership Realignment and Other Restructuring Activities Program. The year ended December 31, 2018 includes costs primarily related to the Leadership Realignment and Other Restructuring Activities Program | |||||
[4] | The year ended December 31, 2020 includes restructuring charges of $15 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $11 million at Corporate and Other. The year ended December 31, 2019 includes restructuring charges of $14 million at Realogy Franchise Group, $25 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $10 million at Corporate and Other. The year ended December 31, 2018 includes restructuring charges of $14 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $3 million at Corporate and Other. | |||||
[5] | Non-cash impairments for the year ended December 31, 2020 include: • a goodwill impairment charge of $413 million related to Realogy Brokerage Group during the first quarter of 2020; • an impairment charge of $30 million related to Realogy Franchise Group's trademarks during the first quarter of 2020; • $133 million of reserves recorded during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020; • a goodwill impairment charge of $22 million related to Cartus Relocations Services during the fourth quarter of 2020; • an impairment charge of $34 million related to Cartus Relocation Services' trademarks during the fourth quarter of 2020; and • other asset impairments of $50 million primarily related to lease asset impairments. Non-cash impairments for the year ended December 31, 2019 include a goodwill impairment charge of $237 million related to Realogy Brokerage Group, a $22 million reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocations Services which was presented as held for sale at December 31, 2019 and $12 million of other impairment charges primarily related to lease asset impairments. | |||||
[6] | Depreciation and amortization for the year ended December 31, 2018 includes $2 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Consolidated Statement of Operations. | |||||
[7] | Gross commission income at Realogy Brokerage Group is recognized at a point in time at the closing of a homesale transaction. | |||||
[8] | Service revenue primarily consist of title and escrow fees at Realogy Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Realogy Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service. | |||||
[9] | Franchise fees at Realogy Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). | |||||
[10] | Other revenue includes brand marketing funds received at Realogy Franchise Group from franchisees, third-party listing fees in 2019 and 2018, and other miscellaneous revenues across all of the business segments. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (356) | $ (185) | $ 140 |
Currency translation adjustment | 0 | 0 | (3) |
Defined Benefit Plans: | |||
Actuarial loss for the plans | (6) | (8) | (6) |
Less: amortization of actuarial loss to periodic pension cost | (2) | (2) | (2) |
Defined benefit plans | (4) | (6) | (4) |
Other comprehensive loss, before tax | (4) | (6) | (7) |
Income tax benefit related to items of other comprehensive loss | (1) | (2) | (1) |
Other comprehensive loss, net of tax | (3) | (4) | (6) |
Comprehensive (loss) income | (359) | (189) | 134 |
Less: comprehensive income attributable to noncontrolling interests | (4) | (3) | (3) |
Comprehensive (loss) income attributable to Realogy Holdings and Realogy Group | $ (363) | $ (192) | $ 131 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 520 | $ 263 |
Restricted cash | 3 | 3 |
Trade receivables (net of allowance for doubtful accounts of $13 and $11) | 128 | 125 |
Relocation receivables | 139 | 203 |
Other current assets | 154 | 158 |
Total current assets | 944 | 752 |
Property and equipment, net | 317 | 342 |
Operating lease assets, net | 450 | 550 |
Goodwill | 2,910 | 3,460 |
Trademarks | 685 | 749 |
Franchise agreements, net | 1,088 | 1,160 |
Other intangibles, net | 188 | 225 |
Other non-current assets | 352 | 305 |
Total assets | 6,934 | 7,543 |
Current liabilities: | ||
Accounts payable | 128 | 137 |
Securitization obligations | 106 | 206 |
Current portion of long-term debt | 62 | 234 |
Current portion of operating lease liabilities | 129 | 128 |
Accrued expenses and other current liabilities | 600 | 405 |
Total current liabilities | 1,025 | 1,110 |
Long-term debt | 3,145 | 3,211 |
Long-term operating lease liabilities | 430 | 496 |
Deferred Income Tax Liabilities, Net | 276 | 390 |
Other non-current liabilities | 291 | 240 |
Total liabilities | 5,167 | 5,447 |
Equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Common Stock, Value, Issued | 1 | 1 |
Additional paid-in capital | 4,876 | 4,842 |
Accumulated deficit | (3,055) | (2,695) |
Accumulated other comprehensive loss | (59) | (56) |
Total stockholders' equity | 1,763 | 2,092 |
Noncontrolling interests | 4 | 4 |
Total equity | 1,767 | 2,096 |
Total liabilities and equity | $ 6,934 | $ 7,543 |
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 |
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 | 115,457,067 | 114,355,519 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Proceeds from Issuance of Senior Long-term Debt | $ 550 | $ 0 | $ 0 | ||
Operating Activities | |||||
Net (loss) income | (356) | (185) | 140 | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||
Depreciation and amortization | 186 | [1] | 195 | [1] | 195 |
Deferred income taxes | (114) | 3 | 71 | ||
Impairments | 682 | [2] | 271 | [2] | 0 |
Amortization of deferred financing costs and debt discount | 11 | 10 | 15 | ||
Loss (gain) on the early extinguishment of debt | 8 | (5) | 7 | ||
Equity in (earnings) losses of unconsolidated entities | (131) | (18) | 4 | ||
Stock-based compensation | 39 | 30 | 40 | ||
Mark-to-market adjustments on derivatives | 51 | 39 | 3 | ||
Other adjustments to net (loss) income | (5) | (4) | 0 | ||
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | |||||
Trade receivables | (4) | 22 | 7 | ||
Relocation receivables | 64 | 29 | (9) | ||
Other assets | 29 | 4 | (6) | ||
Accounts payable, accrued expenses and other liabilities | 220 | (22) | (71) | ||
Dividends received from unconsolidated entities | 101 | 3 | 3 | ||
Other, net | (33) | (1) | (5) | ||
Net cash provided by operating activities | 748 | 371 | 394 | ||
Investing Activities | |||||
Property and equipment additions | (95) | (119) | (105) | ||
Proceeds from the sale of assets | 23 | 0 | 0 | ||
Investment in unconsolidated entities | (5) | (12) | (15) | ||
Proceeds from investments in unconsolidated entities | 0 | 0 | 19 | ||
Other, net | (13) | 3 | 10 | ||
Net cash used in investing activities | (90) | (128) | (91) | ||
Financing Activities | |||||
Net change in Revolving Credit Facility | (190) | (80) | 200 | ||
Payments for refinancing of Term Loan B | 0 | 0 | (4) | ||
Proceeds from issuance of Senior Secured Lien Notes | 0 | 0 | 17 | ||
Proceeds from issuance of Senior Notes | 0 | 550 | 0 | ||
Redemption and repurchase of Senior Notes | (550) | (533) | 0 | ||
Amortization payments on term loan facilities | (43) | (30) | (25) | ||
Net change in securitization obligations | (99) | (26) | 38 | ||
Debt issuance costs | (15) | (9) | (16) | ||
Cash paid for fees associated with early extinguishment of debt | (7) | (5) | 0 | ||
Repurchase of common stock | 0 | (20) | (402) | ||
Dividends paid on common stock | 0 | (31) | (45) | ||
Taxes paid related to net share settlement for stock-based compensation | (5) | (6) | (10) | ||
Payments of contingent consideration related to acquisitions | (2) | (3) | (22) | ||
Other, net | (41) | (22) | (28) | ||
Net cash used in financing activities | (402) | (215) | (297) | ||
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 1 | 0 | (2) | ||
Net increase in cash, cash equivalents and restricted cash | 257 | 28 | 4 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning Balance | 266 | 238 | 234 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Ending Balance | 523 | 266 | 238 | ||
Supplemental Disclosure of Cash Flow Information | |||||
Interest payments (including securitization interest of $5, $8 and $9 respectively) | 209 | 210 | 185 | ||
Income tax (refunds) payments, net | 0 | (3) | 7 | ||
Payments to Acquire Retained Interest in Securitized Receivables | $ 5 | $ 8 | $ 9 | ||
[1] | Depreciation and amortization for the year ended December 31, 2018 includes $2 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Consolidated Statement of Operations. | ||||
[2] | Non-cash impairments for the year ended December 31, 2020 include: • a goodwill impairment charge of $413 million related to Realogy Brokerage Group during the first quarter of 2020; • an impairment charge of $30 million related to Realogy Franchise Group's trademarks during the first quarter of 2020; • $133 million of reserves recorded during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020; • a goodwill impairment charge of $22 million related to Cartus Relocations Services during the fourth quarter of 2020; • an impairment charge of $34 million related to Cartus Relocation Services' trademarks during the fourth quarter of 2020; and • other asset impairments of $50 million primarily related to lease asset impairments. Non-cash impairments for the year ended December 31, 2019 include a goodwill impairment charge of $237 million related to Realogy Brokerage Group, a $22 million reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocations Services which was presented as held for sale at December 31, 2019 and $12 million of other impairment charges primarily related to lease asset impairments. |
Consolidated Statements Of Equi
Consolidated Statements Of Equity (Deficit) - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossCumulative Effect, Period of Adoption, Adjustment | [1] | Non- controlling Interests | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 2,622 | $ (22) | $ 1 | $ 5,285 | $ (2,631) | $ (13) | $ (37) | $ (9) | $ 4 | ||
Balance (in shares) at at Dec. 31, 2017 | 131,600,000 | ||||||||||
Balance at Dec. 31, 2017 | 2,622 | (22) | $ 1 | 5,285 | (2,631) | (13) | (37) | (9) | 4 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,315 | $ (22) | $ 1 | 4,869 | (2,507) | $ (13) | (37) | $ (9) | 4 | ||
Net (loss) income | 140 | 137 | 3 | ||||||||
Other comprehensive income (loss) | $ (6) | (6) | |||||||||
Stock Repurchased and Retired During Period, Shares | (17,900,000) | (17,900,000) | |||||||||
Stock Repurchased and Retired During Period, Value | $ (402) | (402) | |||||||||
Exercise of stock options (in shares) | 0 | ||||||||||
Exercise of stock options | 1 | 1 | |||||||||
Stock-based compensation | 40 | 40 | |||||||||
Issuance of shares for vesting of equity awards | 1,200,000 | ||||||||||
Shares withheld for taxes on equity awards (in shares) | (300,000) | ||||||||||
Shares withheld for taxes on equity awards | (10) | (10) | |||||||||
Dividends, Common Stock, Cash | (45) | ||||||||||
Noncontrolling Interest, Dividends | (3) | ||||||||||
Dividends Total Equity | (48) | ||||||||||
Balance (in shares) at at Dec. 31, 2018 | 114,600,000 | ||||||||||
Balance at Dec. 31, 2018 | $ 2,315 | $ 1 | 4,869 | (2,507) | (52) | 4 | |||||
Dividends, Per Share | $ 0.36 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 2,315 | 1 | 4,869 | (2,507) | (52) | 4 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,315 | $ 1 | 4,842 | (2,507) | (56) | 4 | |||||
Net (loss) income | (185) | (188) | 3 | ||||||||
Other comprehensive income (loss) | (4) | (4) | |||||||||
Stock Repurchased and Retired During Period, Shares | (1,200,000) | ||||||||||
Stock Repurchased and Retired During Period, Value | (20) | (20) | |||||||||
Stock-based compensation | 30 | 30 | |||||||||
Issuance of shares for vesting of equity awards | 1,400,000 | ||||||||||
Shares withheld for taxes on equity awards (in shares) | (400,000) | ||||||||||
Shares withheld for taxes on equity awards | (6) | (6) | |||||||||
Dividends, Common Stock, Cash | (31) | ||||||||||
Noncontrolling Interest, Dividends | (3) | ||||||||||
Dividends Total Equity | $ (34) | ||||||||||
Balance (in shares) at at Dec. 31, 2019 | 114,355,519 | 114,400,000 | |||||||||
Balance at Dec. 31, 2019 | $ 2,096 | $ 1 | 4,842 | (2,695) | (56) | 4 | |||||
Dividends, Per Share | $ 0.27 | ||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 2,096 | 1 | 4,842 | (2,695) | (56) | 4 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,096 | $ 1 | 4,876 | (3,055) | (59) | 4 | |||||
Net (loss) income | (356) | (360) | 4 | ||||||||
Other comprehensive income (loss) | (3) | (3) | [1] | ||||||||
Stock-based compensation | 39 | 39 | |||||||||
Issuance of shares for vesting of equity awards | 1,700,000 | ||||||||||
Shares withheld for taxes on equity awards (in shares) | (600,000) | ||||||||||
Shares withheld for taxes on equity awards | (5) | (5) | |||||||||
Dividends, Common Stock, Cash | 0 | ||||||||||
Noncontrolling Interest, Dividends | (4) | ||||||||||
Dividends Total Equity | $ (4) | ||||||||||
Balance (in shares) at at Dec. 31, 2020 | 115,457,067 | 115,500,000 | |||||||||
Balance at Dec. 31, 2020 | $ 1,767 | $ 1 | 4,876 | (3,055) | (59) | 4 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 1,767 | $ 1 | $ 4,876 | $ (3,055) | $ (59) | $ 4 | |||||
[1] | As of December 31, 2020, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The components of accumulated other comprehensive losses are as follows: Currency Translation Adjustments (1) Minimum Pension Liability Adjustment Accumulated Other Comprehensive Loss (2) Balance at January 1, 2018 $ (4) $ (33) $ (37) Adoption of a new accounting pronouncement (1) (3) (8) (3) (9) Other comprehensive loss before reclassifications (3) (6) (9) Amounts reclassified from accumulated other comprehensive loss — 2 (4) 2 Income tax benefit — 1 1 Current period change (4) (11) (15) Balance at December 31, 2018 (8) (44) (52) Other comprehensive loss before reclassifications — (8) (8) Amounts reclassified from accumulated other comprehensive loss — 2 (4) 2 Income tax benefit — 2 2 Current period change — (4) (4) Balance at December 31, 2019 (8) (48) (56) Other comprehensive loss before reclassifications — (6) (6) Amounts reclassified from accumulated other comprehensive loss — 2 (4) 2 Income tax benefit — 1 1 Current period change — (3) (3) Balance at December 31, 2020 $ (8) $ (51) $ (59) _______________ (1) Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the balance sheet dates and equity accounts are translated at historical spot rates. Revenues and expenses are translated at average exchange rates during the periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in the Consolidated Statements of Operations. (2) As of December 31, 2020, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests. (3) These amounts represent adjustments for the adoption of the accounting standard update on stranded tax effects related to the 2017 Tax Act which resulted in a debit to Accumulated other comprehensive loss and a credit to Accumulated deficit of $9 million during the first quarter of 2018. (4) These amounts represent the amortization of actuarial loss to periodic pension cost and were reclassified from accumulated other comprehensive income to the general and administrative expenses line on the statement of operations. |
Schedule of Stockholders Equity [Table Text Block] | Realogy Group Stockholder’s Equity Common Stock Additional Accumulated Accumulated Other Comprehensive Loss Non- Total Shares Amount Balance at January 1, 2018 — $ — $ 5,286 $ (2,631) $ (37) $ 4 $ 2,622 Cumulative effect of adoption of new accounting pronouncements — — — (13) (9) — (22) Net income — — — 137 — 3 140 Other comprehensive loss — — — — (6) — (6) Repurchase of Common Stock — — (402) — — — (402) Contributions from Realogy Holdings — — 1 — — — 1 Stock-based compensation — — 30 — — — 30 Dividends — — (45) — — (3) (48) Balance at December 31, 2018 — $ — $ 4,870 $ (2,507) $ (52) $ 4 $ 2,315 Net (loss) income — — — (188) — 3 (185) Other comprehensive loss — — — — (4) — (4) Repurchase of Common Stock — — (20) — — — (20) Stock-based compensation — — 24 — — — 24 Dividends — — (31) — — (3) (34) Balance at December 31, 2019 — $ — $ 4,843 $ (2,695) $ (56) $ 4 $ 2,096 Net (loss) income — — — (360) — 4 (356) Other comprehensive loss — — — — (3) — (3) Stock-based compensation — — 34 — — — 34 Dividends — — — — — (4) (4) Balance at December 31, 2020 — $ — $ 4,877 $ (3,055) $ (59) $ 4 $ 1,767 |
Equity Accumulated Other Compre
Equity Accumulated Other Comprehensive Loss - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | $ (56) | |||||
Income tax benefit | (1) | $ (2) | $ (1) | |||
Current period change | (3) | (4) | (6) | |||
Accumulated Other Comprehensive Income (Loss), Ending Balance | (59) | (56) | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,767 | 2,096 | 2,315 | $ 2,622 | ||
Dividends [Abstract] | ||||||
Common Stock, Dividends, Per Share, Declared | $ 0.09 | |||||
Payments of Ordinary Dividends, Common Stock | 0 | 31 | 45 | |||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (22) | |||||
Currency Translation Adjustments (1) | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | [1] | (8) | (8) | (4) | ||
Other comprehensive loss before reclassifications | [1] | 0 | 0 | (3) | ||
Amounts reclassified from accumulated other comprehensive loss | [1] | 0 | 0 | 0 | ||
Income tax benefit | [1] | 0 | 0 | 0 | ||
Current period change | [1] | 0 | 0 | (4) | ||
Accumulated Other Comprehensive Income (Loss), Ending Balance | [1] | (8) | (8) | (8) | (4) | |
Currency Translation Adjustments (1) | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | [1],[2] | (1) | ||||
Accumulated Other Comprehensive Income (Loss), Ending Balance | [1],[2] | (1) | ||||
Minimum Pension Liability Adjustment | Minimum | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | (48) | (44) | (33) | |||
Other comprehensive loss before reclassifications | (6) | (8) | (6) | |||
Amounts reclassified from accumulated other comprehensive loss | [3] | 2 | 2 | 2 | ||
Income tax benefit | 1 | 2 | 1 | |||
Current period change | (3) | (4) | (11) | |||
Accumulated Other Comprehensive Income (Loss), Ending Balance | (51) | (48) | (44) | (33) | ||
Minimum Pension Liability Adjustment | Minimum | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | [2] | (8) | ||||
Accumulated Other Comprehensive Income (Loss), Ending Balance | [2] | (8) | ||||
Accumulated Other Comprehensive Loss (2) | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated Other Comprehensive Income (Loss), Beginning Balance | [4] | (56) | (52) | (37) | ||
Other comprehensive loss before reclassifications | [4] | (6) | (8) | (9) | ||
Amounts reclassified from accumulated other comprehensive loss | [4] | 2 | 2 | 2 | ||
Income tax benefit | [4] | 1 | 2 | 1 | ||
Current period change | (3) | [4] | (4) | (6) | ||
Accumulated Other Comprehensive Income (Loss), Ending Balance | [4] | (59) | (56) | (52) | (37) | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (59) | (56) | (52) | (37) | ||
Accumulated Other Comprehensive Loss (2) | Accounting Standards Update 2018-02 | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Current period change | [4] | $ (4) | $ (15) | |||
Accumulated Other Comprehensive Loss (2) | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | [4] | $ (9) | ||||
[1] | Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the balance sheet dates and equity accounts are translated at historical spot rates. Revenues and expenses are translated at average exchange rates during the periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in the Consolidated Statements of Operations. | |||||
[2] | These amounts represent adjustments for the adoption of the accounting standard update on stranded tax effects related to the 2017 Tax Act which resulted in a debit to Accumulated other comprehensive loss and a credit to Accumulated deficit of $9 million during the first quarter of 2018. | |||||
[3] | These amounts represent the amortization of actuarial loss to periodic pension cost and were reclassified from accumulated other comprehensive income to the general and administrative expenses line on the statement of operations. | |||||
[4] | As of December 31, 2020, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests. |
Basis of Presentation (Notes)
Basis of Presentation (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation [Text Block] | 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 (loss) income and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same. The accompanying 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 consolidated financial statements. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances and transactions have been eliminated. Inclusion of Cartus Relocation Services in Continuing Operations The results of the Company's global relocation operations, Cartus Relocation Services, were presented as discontinued operations commencing in the fourth quarter of 2019 pending the sale of that business to a third party. However, during the fourth quarter of 2020, following termination of the proposed sale of that business and change in the company's expectations for sale, management determined that the held for sale and discontinued operations criteria in ASC Topic 360 and ASC Topic 205 were no longer met. As a result, the assets and liabilities of Cartus Relocation Services, previously presented as held for sale, have been reclassified to held and used on the Consolidated Balance Sheets as of December 31, 2020 and the results of Cartus Relocation Services have been reclassified from discontinued operations to continuing operations and included in the Realogy Franchise Group segment for all periods presented (see Note 18, "Segment Information", for additional information). Cartus Relocation Services’ assets and liabilities were measured at fair value upon reclassification and the reduction to the carrying value is reported in the Impairments line in the Consolidated Statements of Operations for the year ended December 31, 2020. Business Description The Company reports its operations in the following three business segments (the number of offices and agents are unaudited): • Realogy Franchise Group —franchises the Century 21 ® , Coldwell Banker ® , Coldwell Banker Commercial ® , Corcoran ® , ERA ® , Sotheby's International Realty ® and Better Homes and Gardens ® Real Estate brand names. As of December 31, 2020, our real estate franchise systems and proprietary brands had approximately 320,700 independent sales agents worldwide, including approximately 190,700 independent sales agents operating in the U.S. (which included approximately 53,100 company owned brokerage independent sales agents). As of December 31, 2020, our real estate franchise systems and proprietary brands had approximately 20,100 offices worldwide in 116 countries and territories, including approximately 5,800 brokerage offices in the U.S. ( which included approximately 670 company owned brokerage offices). This segment also includes our lead generation and global relocation services operations. • Realogy Brokerage Group —operates a full-service real estate brokerage business with approximately 670 owned and operated brokerage offices with approximately 53,100 independent sales agents principally under the Coldwell Banker ® , Corcoran ® and Sotheby’s International Realty ® brand names in many of the largest metropolitan areas in the U.S. • Realogy Title Group —provides full-service title, escrow and settlement services to real estate companies, corporations and financial institutions with many of these services provided in connection with the Company's real |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES In presenting the consolidated financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates. LEASES See Note 3, "Leases", for discussion. REVENUE RECOGNITION See Note 4, "Revenue Recognition", for discussion. CONSOLIDATION The Company consolidates any variable interest entity ("VIE") for which it is the primary beneficiary with a controlling financial interest. Also, the Company consolidates an entity not deemed a VIE if its ownership, direct or indirect, exceeds 50% of the outstanding voting shares of an entity and/or it has the ability to control the financial or operating policies through its voting rights, board representation or other similar rights. For entities where the Company does not have a controlling interest (financial or operating), the investments in such entities are accounted for using the equity method or at fair value with changes in fair value recognized in net income, as appropriate. The Company applies the equity method of accounting when it has the ability to exercise significant influence over operating and financial policies of an investee. The Company measures all other investments at fair value with changes in fair value recognized in net income or in the case that an equity investment does not have readily determinable fair values, at cost minus impairment (if any) plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. CASH AND CASH EQUIVALENTS The Company considers highly liquid investments with remaining maturities not exceeding three months at the date of purchase to be cash equivalents. RESTRICTED CASH Restricted cash primarily relates to amounts specifically designated as collateral for the repayment of outstanding borrowings under the Company’s securitization facilities. Such amounts approximated $3 million at both December 31, 2020 and 2019. 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. ADVERTISING EXPENSES Advertising costs are generally expensed in the period incurred. Advertising expenses, recorded within the marketing expense line item on the Company’s Consolidated Statements of Operations, were approximately $157 million, $197 million and $207 million for the years ended December 31, 2020, 2019 and 2018, respectively. DEBT ISSUANCE COSTS Debt issuance costs include costs incurred in connection with obtaining debt and extending existing debt. These financing costs are presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount, with the exception of the debt issuance costs related to the Revolving Credit Facility and securitization obligations which are classified as a deferred financing asset within other assets. The debt issuance costs are amortized via the effective interest method and the amortization period is the life of the related debt. INCOME TAXES The Company’s provision for income taxes is determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. These differences are based upon estimated differences between the book and tax basis of the assets and liabilities for the Company. Certain tax assets and liabilities of the Company may be adjusted in connection with the finalization of income tax audits. The Company’s deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax balances will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the Company’s provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. DERIVATIVE INSTRUMENTS The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The Company uses interest rate swaps to manage its exposure to future interest rate volatility associated with its variable rate borrowings. The Company has not elected to utilize hedge accounting for these instruments; therefore, any change in fair value is recorded in the Consolidated Statements of Operations. However, the fluctuations in the value of these instruments generally offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. See Note 17, "Risk Management and Fair Value of Financial Instruments", for further discussion. INVESTMENTS Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity") originates and markets its mortgage lending services to the Company's real estate brokerage as well as other real estate brokerage companies across the country. Guaranteed Rate, Inc. ("Guaranteed Rate") owns a controlling 50.1% stake of Guaranteed Rate Affinity and the Company owns 49.9%. The Company has certain governance rights related to the joint venture, however it does not have control of the day-to-day operations of Guaranteed Rate Affinity. The equity earnings or losses related to Guaranteed Rate Affinity are included in the financial results of Realogy Title Group. At December 31, 2020 and 2019, the Company had various equity method investments which are recorded within other non-current assets on the accompanying Consolidated Balance Sheets. The Company's former 49.9% mortgage joint venture with PHH Home Loans LLC, which was reported in Realogy Brokerage Group, was sold during the first quarter of 2018. The Company's investment in Guaranteed Rate Affinity at Realogy Title Group had investment balances of $90 million and $60 million at December 31, 2020 and 2019, respectively. The Company recorded equity earnings of $126 million, earnings of $15 million and losses of $8 million related to its investment in Guaranteed Rate Affinity during the years ended December 31, 2020, 2019 and 2018, respectively. The Company received $96 million in cash dividends from Guaranteed Rate Affinity during the year ended December 31, 2020 and no cash dividends during the years ended December 31, 2019 and 2018. The Company invested $2 million and $4 million of cash into Guaranteed Rate Affinity during the years ended December 31, 2019 and 2018, respectively. The Company's other equity method investments had investment balances totaling $10 million and $9 million at December 31, 2020 and 2019, respectively. The Company recorded equity earnings from the operations of these equity method investments of $5 million, $3 million and $4 million during the years ended December 31, 2020, 2019 and 2018, respectively. The Company received $5 million in cash dividends from these equity method investments during each of the years ended December 31, 2020, 2019 and 2018. PROPERTY AND EQUIPMENT Property and equipment (including leasehold improvements) are initially recorded at cost, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization on the Consolidated Statements of Operations, is computed utilizing the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed utilizing the straight-line method over the estimated benefit period of the related assets or the lease term, if shorter. Useful lives are 30 years for buildings, up to 20 years for leasehold improvements, and from 3 to 7 years for furniture, fixtures and equipment. The Company capitalizes the costs of software developed for internal use which commences during the development phase of the project. The Company amortizes software developed or obtained for internal use on a straight-line basis, generally from 1 to 5 years, when such software is ready for use. The net carrying value of software developed or obtained for internal use was $118 million at both December 31, 2020 and 2019. IMPAIRMENT OF GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED 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 were $2,910 million and $705 million, respectively, at December 31, 2020 and 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. 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. 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. Such changes could result in changes to management's estimates of the Company's fair value and a material impairment of goodwill or other indefinite-lived intangible assets. 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. The primary drivers of 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. The Company recorded $133 million of reserves during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds. Upon reclassification of Cartus Relocation Services to held and used on the Consolidated Balance Sheets in the fourth quarter of 2020, the reserves (including $105 million related to goodwill) were included in the Impairments line in the Consolidated Statements of Operations for the year ended December 31, 2020. The Company performed an impairment assessment upon reclassification during the fourth quarter of 2020 and the impairment assessment indicated that the carrying value of Cartus Relocation Services exceeded its estimated fair value. The Company believes that the reduced fair value is a result of the impact of the COVID-19 crisis resulting in l ower relocation activity which has negatively impacted the operating results of the relocation services. Furthermore, recent U.S. immigration and visa restrictions have exacerbated these trends . As a result, during the fourth quarter of 2020, the Company recognized an additional goodwill impairment charge of $22 million and a trademark impairment charge of $34 million related to Cartus Relocation Services (which is reported within the Realogy Franchise Group reportable segment). The impairment charges are recorded on a separate line in the accompanying Consolidated Statements of Operations and are non-cash in nature. The results of the Company's annual impairment assessment indicated no other impairment charges were required for the other reporting units or other indefinite-lived intangibles. Management evaluated the effect of lowering the estimated fair value for each of the passing reporting units by 10% and determined no impairment of goodwill. Due to the impairments during 2020 for the Realogy Franchise Group and Cartus Relocation Service trademarks, there was little to no excess fair value over carrying value as of December 31, 2020. The Company evaluates the recoverability of its other long-lived assets, including amortizable intangible assets, if circumstances indicate an impairment may have occurred. This assessment is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. If such assessment indicates that the carrying value of these assets is not recoverable, then the carrying value of such assets is reduced to fair value through a charge to the Company’s Consolidated Statements of Operations. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that has or will have a major effect on the Company's operations and financial results when the business is sold and classified as held for sale, in accordance with the criteria of Accounting Standard Codification (“ASC”) Topic 205 Presentation of Financial Statements ("ASC 205") and ASC Topic 360 Property, Plant and Equipment (“ASC 360”). Assets and liabilities of a business classified as held for sale are recorded at the lower of its carrying amount or estimated fair value, less cost to sell, and depreciation ceases on the date that the held for sale criteria are met. If the carrying amount of the business exceeds its estimated fair value less cost to sell, a loss is recognized. Assets and liabilities related to a business classified as held for sale are segregated in the current and prior balance sheets in the period in which the business is classified as held for sale. The results of discontinued operations are reported in "Net (loss) income from discontinued operations" in the accompanying Consolidated Statements of Operations for the current and prior periods commencing in the period in which the business meets the criteria, and includes any gain or loss recognized on closing, or adjustment of the carrying amount to fair value less cost to sell. Transactions between the businesses held for sale and businesses held for use that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and balances held for sale. STOCK-BASED COMPENSATION The Company grants stock-based awards to certain senior management members, employees and directors including non-qualified stock options, restricted stock units and performance share units . In 2020, the Company shifted away from granting non-qualified options. The fair value of non-qualified stock options is estimated using the Black-Scholes option pricing model on the grant date and is recognized as expense over the service period based on the vesting requirements. The fair value of restricted stock units and performance share units without a market condition is measured based on the closing price of the Company's common stock on the grant date and is recognized as expense over the service period of the award, or when requisite performance metrics or milestones are probable of being achieved . The fair value of awards with a market condition are estimated using the Monte Carlo simulation method and expense is recognized on a straight-line basis over the requisite service period of the award. The Company recognizes forfeitures as they occur. Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating expected volatility and expected term, risk-free rate. 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 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. 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 a 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. The FASB issued a new standard on Simplifying the Accounting for Income Taxes which clarifies and simplifies aspects of the accounting for income taxes to help promote consistent application of GAAP by eliminating certain exceptions to the general principles of ASC Topic 740, Income Taxes. This guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Depending on the amendment, adoption may be applied on a retrospective, modified retrospective or prospective basis. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of fiscal year of adoption. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements but does not believe the adoption will have a material effect. |
Leases Lessee Disclosure (Notes
Leases Lessee Disclosure (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases of Lessee Disclosure | LEASES The Company's lease portfolio consists primarily of office space and equipment. The Company has approximately 1,200 real estate leases with lease terms ranging from less than 1 year to 17 years and includes the Company's brokerage sales offices, regional and branch offices for our title and relocation operations, corporate headquarters, regional headquarters, and facilities serving as local administration, training and storage. The Company's brokerage sales offices are generally located in shopping centers and small office parks, typically with lease terms of 1 year to 5 years. In addition, the Company has equipment leases which primarily consist of furniture, computers and other office equipment. Effective January 1, 2019, the Company adopted the new leasing standard using the modified retrospective transition approach with optional transition relief and recognized the cumulative effect of applying the new leasing standard to existing contracts on the balance sheet on January 1, 2019. Therefore, results for reporting periods beginning after January 1, 2019 are presented under the new leasing standard; however, the comparative prior period amounts have not been restated and continue to be reported in accordance with historical accounting under ASC Topic 840. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. At lease commencement, the Company records a liability for its lease obligation measured at the present value of future lease payments and a right-of-use asset equal to the lease liability adjusted for prepayments and lease incentives. The Company uses its collateralized incremental borrowing rate to calculate the present value of lease liabilities as most of its leases do not provide an implicit rate that is readily determinable. The Company does not recognize a lease obligation and right-of-use asset on its balance sheet for any leases with an initial term of 12 months or less. Some real estate leases include one or more options to renew or terminate a lease. The exercise of a lease renewal or termination option is assessed at commencement of the lease and only reflected in the lease term if the Company is reasonably certain to exercise the option. The Company has lease agreements that contain both lease and non-lease components, such as common area maintenance fees, and has made a policy election to combine both fixed lease and non-lease components in total gross rent for all of its leases. Expense for operating leases is recognized on a straight-line basis over the lease term. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest method over the lease term. Supplemental balance sheet information related to the Company's leases was as follows: Lease Type Balance Sheet Classification December 31, 2020 December 31, 2019 Assets: Operating lease assets Operating lease assets, net $ 450 $ 550 Finance lease assets (a) Property and equipment, net 40 42 Total lease assets, net $ 490 $ 592 Liabilities: Current: Operating lease liabilities Current portion of operating lease liabilities $ 129 $ 128 Finance lease liabilities Accrued expenses and other current liabilities 13 13 Non-current: Operating lease liabilities Long-term operating lease liabilities 430 496 Finance lease liabilities Other non-current liabilities 19 22 Total lease liabilities $ 591 $ 659 Weighted Average Lease Term and Discount Rate Weighted average remaining lease term (years): Operating leases 5.9 6.2 Finance leases 2.8 3.1 Weighted average discount rate: Operating leases 4.6 % 5.1 % Finance leases 3.7 % 4.1 % _______________ (a) Finance lease assets are recorded net of accumulated amortization of $40 million and $39 million at December 31, 2020 and 2019, respectively. As of December 31, 2020, maturities of lease liabilities by fiscal year were as follows: Maturity of Lease Liabilities Operating Leases Finance Leases Total 2021 $ 149 $ 13 $ 162 2022 132 10 142 2023 102 7 109 2024 81 3 84 2025 56 1 57 Thereafter 122 — 122 Total lease payments 642 34 676 Less: Interest 83 2 85 Present value of lease liabilities $ 559 $ 32 $ 591 Supplemental income statement information related to the Company's leases is as follows: Year Ended Year Ended Lease Costs December 31, 2020 December 31, 2019 Operating lease costs $ 150 $ 165 Finance lease costs: Amortization of leased assets 12 13 Interest on lease liabilities 2 2 Other lease costs (a) 24 28 Impairment (b) 46 12 Less: Sublease income, gross 2 3 Net lease cost $ 232 $ 217 _______________ (a) Primarily consists of variable lease costs. (b) Impairment charges relate to the exit and sublease of certain real estate operating leases. As of December 31, 2020, the Company impaired or restructured approximately 1 million square feet which included its corporate headquarters in Madison, New Jersey and the relocation operations' main corporate location in Danbury, Connecticut resulting in additional impairment charges and restructuring charges. See Note 12, "Restructuring Costs", for further discussion. Supplemental cash flow information related to leases was as follows: Year Ended Year Ended December 31, 2020 December 31, 2019 Supplemental cash flow information: Operating cash flows from operating leases $ 165 $ 162 Operating cash flows from finance leases 2 2 Financing cash flows from finance leases 14 15 Supplemental non-cash information: Lease assets obtained in exchange for lease obligations: Operating leases $ 103 $ 153 Finance leases 11 18 Significant non-cash transactions included finance lease additions of $20 million for the year ended December 31, 2018 , which resulted in non-cash additions to property and equipment, net and other non-current liabilities. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
Revenue from Contract with Customer | . REVENUE RECOGNITION 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 Consolidated Statements of Operations and further disaggregated by business segment as follows: Years Ended December 31, 2020 vs December 31, 2019 Realogy Realogy Realogy Corporate Total 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 Gross commission income (a) $ — $ — $ 4,669 $ 4,330 $ — $ — $ — $ — $ 4,669 $ 4,330 Service revenue (b) 243 351 26 11 714 579 — — 983 941 Franchise fees (c) 725 668 — — — — (306) (282) 419 386 Other (d) 91 139 47 68 22 17 (10) (11) 150 213 Net revenues $ 1,059 $ 1,158 $ 4,742 $ 4,409 $ 736 $ 596 $ (316) $ (293) $ 6,221 $ 5,870 Years Ended December 31, 2019 vs December 31, 2018 Realogy Realogy Realogy Corporate Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Gross commission income (a) $ — $ — $ 4,330 $ 4,533 $ — $ — $ — $ — $ 4,330 $ 4,533 Service revenue (b) 351 374 11 9 579 564 — — 941 947 Franchise fees (c) 668 688 — — — — (282) (295) 386 393 Other (d) 139 136 68 65 17 16 (11) (11) 213 206 Net revenues $ 1,158 $ 1,198 $ 4,409 $ 4,607 $ 596 $ 580 $ (293) $ (306) $ 5,870 $ 6,079 _______________ (a) Gross commission income at Realogy Brokerage Group is recognized at a point in time at the closing of a homesale transaction. (b) Service revenue primarily consist of title and escrow fees at Realogy Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Realogy Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service. (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 includes brand marketing funds received at Realogy Franchise Group from franchisees, third-party listing fees in 2019 and 2018, and other miscellaneous revenues across all of the business segments. The Company's revenue streams are discussed further below by business segment: Realogy Franchise Group Domestic Franchisees The Company franchises its real estate brands to real estate brokerage businesses that are independently owned and operated. Franchise revenue principally consists of royalty and marketing fees from the Company’s franchisees. The royalty received is primarily based on a gross percentage (generally 6%) of the franchisee’s gross commission income. Royalty fees are recorded as the underlying franchisee revenue is earned (upon close of the homesale transaction). Annual volume incentives given to certain franchisees on royalty fees are recorded as a reduction to revenue and are accrued for in relative proportion to the recognition of the underlying gross franchise revenue. Other sales incentives are generally recorded as a reduction to revenue ratably over the related performance period or from the date of issuance through the remaining life of the related franchise agreement. Franchise revenue also includes domestic initial franchise fees which are generally non-refundable and recognized by the Company as revenue upon the execution or opening of a new franchisee office to cover the upfront costs associated with opening the franchisee for business under one of Realogy’s brands. The Company also earns marketing fees from its franchisees and utilizes such fees to fund marketing campaigns on behalf of its franchisees. As such, brand marketing fund fees are recorded as deferred revenue when received and recognized into revenue as earned when these funds are spent on marketing activities. The balance for deferred brand marketing fund fees increased from $13 million at January 1, 2020 to $14 million at December 31, 2020 primarily due to additional fees received from franchisees, offset by amounts recognized into revenue matching expenses for marketing activities during the year ended December 31, 2020. International Franchisees The Company generally employs a master franchise model outside of the U.S., whereby it contracts with a qualified third party to build a franchise network in the country or region in which franchising rights have been granted, and enters into long-term franchise agreements (generally 25 years in duration) to receive an initial area development fee ("ADF") and ongoing royalties. Ongoing royalties are generally a percentage of the royalties received by the master franchisor from its franchisees with which it contracts and are recorded once the funds are received by the master franchisor. The ADFs that the Company collects are recorded as deferred revenue when received and are classified as current or non-current liabilities in the Consolidated Balance Sheets based on the expected timing of revenue recognition. ADFs are 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. The balance for deferred ADFs decreased from $48 million at January 1, 2020 to $43 million at December 31, 2020 due to $7 million of revenues recognized during the year ended December 31, 2020 that were included in the deferred revenue balance at the beginning of the period, partially offset by $2 million of additional area development fees received during the year ended December 31, 2020. In addition, the Company recognizes a deferred asset for commissions paid to Realogy franchise sales employees upon the sale of a new franchise as these are considered costs of obtaining a contract with a customer that are expected to provide benefits to the Company for longer than one year. The Company classifies prepaid commissions as current or non-current assets in the Consolidated Balance Sheets based on the expected timing of expense recognition. The amount of commissions is calculated as a percentage of the anticipated gross commission income of the new franchisee or ADF and is amortized over 30 years for domestic franchise agreements or the agreement term for international franchise agreements (generally 25 years). The amount of prepaid commissions was $25 million and $24 million at December 31, 2020 and 2019, respectively. Lead Generation Programs Through Realogy Leads Group, a part of Realogy Franchise Group, the Company provides leads through real estate benefit programs that provide home-buying and selling assistance to members of organizations such as credit unions and interest groups that have established members who are buying or selling a home as well as to consumers and corporations who have expressed interest in a certain brand, product or service (such as relocation services), including those offered by Realogy. Realogy Leads Group also directs the Company's broker-to-broker business, which generates leads by brokers affiliated with one of its customized agent and brokerage networks, including the Realogy Advantage Brokerage Network. The networks consist of real estate brokers, including company owned brokerage operations, select franchisees and independent real estate brokers who have been approved to become members. Member brokers of the networks receive leads from the Company's real estate benefit programs (including via Cartus Relocation Services) and each other in exchange for a fee paid to Realogy Leads Group. Network fees are billed in advance and recognized into revenue on a straight-line basis each month during the membership period. The balance for deferred network fees decreased from $3 million at January 1, 2020 to zero at December 31, 2020 due to $7 million of revenues recognized during the year that were included in the deferred revenue balance at the beginning of the period, partially offset by a $4 million increase related to new network fees. Cartus Relocation Services Through Cartus Relocation Services, a part of Realogy Franchise Group, the Company offers a broad range of employee relocation services to clients designed to manage all aspects of transferring their employees ("transferees"). These services include, but are not limited to, homesale assistance, relocation policy counseling and group move management services, expense processing and relocation-related accounting, and visa and immigration support. The Company also arranges household goods moving services and provides support for all aspects of moving a transferee's household goods. There are a number of different revenue streams associated with relocation services including fees earned from real estate brokers and household goods moving companies that provide services to the transferee which are recognized at a point in time at the completion of services. The Company earns revenues from outsourcing management fees charged to clients that may cover several of the relocation services listed above, according to the clients' specific needs. Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type. The balance for deferred outsourcing management fees decreased from $4 million on January 1, 2020 to $3 million on December 31, 2020 due to $41 million of revenues recognized during the year as performance obligations were satisfied, mostly offset by a $40 million increase primarily related to additions for management fees billed on new relocation files in advance of the Company satisfying its performance obligation. Furthermore, Cartus Relocation Services continues to provide value through the generation of leads to real estate agent and brokerage participants in the networks maintained by Realogy Leads Group, which drives downstream revenue for our businesses. The Company also earns net interest income which represents interest earned from clients on the funds it advances on behalf of the transferring employee net of costs associated with the securitization obligations used to finance these payments, which is recorded within other revenue in the accompanying Consolidated Statements of Operations. Realogy Brokerage Group As an owner-operator of real estate brokerages, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue at a point in time which is upon the closing of a real estate transaction (i.e., purchase or sale of a home). These revenues are referred to as gross commission income. The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as the commission and other agent-related costs line item on the accompanying Consolidated Statements of Operations. The Company has relationships with developers, primarily in major cities, to provide marketing and brokerage services in new developments. New development closings generally have a development period of between 18 and 24 months from contracted date to closing. In some cases, the Company receives advanced commissions which are recorded as deferred revenue when received and recognized as revenue when units within the new development close. The balance of advanced commissions related to developments remained flat at $9 million at January 1, 2020 and December 31, 2020 due to a $2 million increase related to additional commissions received for new developments, offset by a $2 million decrease as a result of revenues recognized on units closed. Realogy Title Group The Company provides title and closing services, which include title search procedures for title insurance policies, homesale escrow and other closing services. Title revenues and title and closing service fees are recorded at a point in time which occurs at the time a homesale transaction or refinancing closes. The Company also serves as an underwriter of title insurance policies in connection with residential and commercial real estate transactions under its title insurance business, insuring clear title and ownership for the lender and buyer in homesale transactions. The Company's clients include unaffiliated title agencies as well as title agencies that are a part of Realogy Title Group. For unaffiliated agents, policy premium revenue is recognized on a gross basis (before deduction of agent commission) upon notice of policy issuance from the agent. For affiliated title agents, the incremental policy premium revenue is recognized upon the effective date of the title policy as the agent commission revenue is already recognized by the affiliated title agent. Contract Balances (Deferred Revenue) The following table shows the change in the Company's contract liabilities related to revenue contracts by reportable segment for the period: Year Ended December 31, 2020 Beginning Balance at January 1, 2020 Additions during the period Recognized as Revenue during the period Ending Balance at December 31, 2020 Realogy Franchise Group (a) $ 80 $ 147 $ (157) $ 70 Realogy Brokerage Group 13 3 (4) 12 Total $ 93 $ 150 $ (161) $ 82 _______________ (a) Revenues recognized include intercompany marketing fees paid by Realogy Brokerage Group. The majority of the Company's contracts are transactional in nature or have a duration of one-year or less. Accordingly, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. |
Intangible Assets (Notes)
Intangible Assets (Notes) | 12 Months Ended |
Dec. 31, 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 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 a goodwill impairment of $413 million for Realogy Brokerage Group and an impairment of Realogy Franchise Group trademarks of $30 million. The primary drivers of 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. During the nine months ended September 30, 2020, the Company recorded reserves (while Cartus Relocation Services was held for sale) to reduce net assets to estimated proceeds. Upon reclassification of Cartus Relocations Services to held and used on the Consolidated Balance Sheets in the fourth quarter of 2020, the reserves were included within the Realogy Franchise Group reportable segment in the Impairments line in the Consolidated Statements of Operations consisting of $105 million related to goodwill and $18 million related to customer relationships. In addition, the Company performed an impairment assessment upon reclassification during the fourth quarter of 2020 and the impairment assessment indicated that the carrying value of Cartus Relocation Services exceeded its estimated fair value. The Company believes that the reduced fair value is a result of the impact of the COVID-19 crisis resulting in l ower relocation activity which has negatively impacted the operating results of the relocation services . Furthermore, recent U.S. immigration and visa restrictions have exacerbated these trends . As a result, during the fourth quarter of 2020, the Company recognized an additional goodwill impairment charge of $22 million and a trademark impairment charge of $34 million related to Cartus Relocation Services. Goodwill Goodwill by reportable segment and changes in the carrying amount are as follows: Realogy Franchise Group Realogy Brokerage Group Realogy Total Company Balance at January 1, 2018 $ 2,652 $ 904 $ 154 $ 3,710 Goodwill acquired (a) — 2 — 2 Balance at December 31, 2018 2,652 906 154 3,712 Goodwill acquired (b) — — 1 1 Impairment (c) (16) (237) — (253) Balance at December 31, 2019 2,636 669 155 3,460 Goodwill acquired (d) — — 1 1 Goodwill reduction for sale of a business — (11) — (11) Impairment (e) (127) (413) — (540) Balance at December 31, 2020 $ 2,509 $ 245 $ 156 $ 2,910 Goodwill and accumulated impairment summary: Gross goodwill $ 3,956 $ 1,053 $ 480 $ 5,489 Accumulated impairments (f) (1,447) (808) (324) (2,579) Balance at December 31, 2020 $ 2,509 $ 245 $ 156 $ 2,910 _______________ (a) Goodwill acquired during the year ended December 31, 2018 relates to the acquisition of three real estate brokerage operations. (b) Goodwill acquired during the year ended December 31, 2019 relates to the acquisition of two title and settlement operations. (c) The Company recognized a goodwill impairment charge of $16 million during the fourth quarter of 2019 related to the reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocation Services which was presented as held for sale at December 31, 2019. The Company recognized a goodwill impairment charge of $237 million during the third quarter of 2019 related to Realogy Brokerage Group. (d) Goodwill acquired during the year ended December 31, 2020 relates to the acquisition of two title and settlement operations. (e) The Company recognized a goodwill impairment charge of $105 million related to reserves recorded during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020. Furthermore, the Company recognized an additional goodwill impairment charge of $22 million during the fourth quarter of 2020 related to Cartus Relocation Services. The Company recognized a goodwill impairment charge of $413 million during the first quarter of 2020 related to Realogy Brokerage Group. (f) Includes impairment charges which reduced goodwill by $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007. Intangible Assets Intangible assets are as follows: As of December 31, 2020 As of December 31, 2019 Gross Accumulated Net Gross Accumulated Net Amortizable—Franchise agreements (a) $ 2,010 $ 922 $ 1,088 $ 2,019 $ 859 $ 1,160 Indefinite life—Trademarks (b)(c) $ 685 $ 685 $ 749 $ 749 Other Intangibles Amortizable—License agreements (d) $ 45 $ 13 $ 32 $ 45 $ 12 $ 33 Amortizable—Customer relationships (e) 509 376 133 545 378 167 Indefinite life—Title plant shares (f) 20 20 19 19 Amortizable—Other (g) 14 11 3 27 21 6 Total Other Intangibles $ 588 $ 400 $ 188 $ 636 $ 411 $ 225 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily related to real estate franchise brands and relocation tradenames which are expected to generate future cash flows for an indefinite period of time. (c) Realogy Franchise Group's trademarks was impaired by $30 million during first quarter of 2020 and Cartus Relocation Services trademarks was impaired by $34 million during the fourth 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 Franchise Group, Realogy Title Group and Realogy Brokerage Group. These relationships are being amortized over a period of 2 to 20 years. The Company recognized impairment charges of $18 million and $4 million during the years ended December 31, 2020 and 2019, respectively, related to Cartus Relocation Services, as well as an $18 million reduction for the sale of a business during the year ended December 31, 2020. (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: For the Year Ended December 31, 2020 2019 2018 Franchise agreements $ 67 $ 67 $ 67 License agreements 1 1 1 Customer relationships 5 19 24 Other 4 6 5 Total $ 77 $ 93 $ 97 Based on the Company’s amortizable intangible assets as of December 31, 2020, the Company expects related amortization expense to be approximately $87 million, $86 million, $86 million, $85 million, $85 million and $827 million in 2021, 2022, 2023, 2024, 2025 and thereafter, respectively. |
Franchising and Marketing Activ
Franchising and Marketing Activities (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Franchising and Marketing Activities [Abstract] | |
Franchisors [Text Block] | FRANCHISING AND MARKETING ACTIVITIES Franchise fee revenue includes domestic initial franchise fees and international area development fees of $7 million, $9 million and $6 million for each of the years ended December 31, 2020, 2019 and 2018, respectively. The Company’s real estate franchisees may receive volume incentives on their royalty payments. Such annual incentives are based upon the amount of the franchisees commission income earned and paid to the Company during the calendar year. Each brand has several different annual incentive schedules currently in effect. Franchise fee revenue is recorded net of annual volume incentives provided to real estate franchisees of $63 million, $50 million and $52 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company’s wholly-owned real estate brokerage services segment, Realogy Brokerage Group, pays royalties to the Company’s franchise business; however, such amounts are eliminated in consolidation. Realogy Brokerage Group paid royalties to Realogy Franchise Group of $306 million, $282 million and $295 million for the years ended December 31, 2020, 2019 and 2018, respectively. Marketing fees are generally paid by the Company’s real estate franchisees and are generally calculated based on a specified percentage of gross closed commissions earned on real estate transactions, and may be subject to certain minimum and maximum payments. Brand marketing fund revenue was $69 million, $90 million and $86 million for the years ended December 31, 2020, 2019 and 2018, respectively, which included marketing fees paid to Realogy Franchise Group from Realogy Brokerage Group of $10 million, $11 million and $11 million for the years ended December 31, 2020, 2019 and 2018, respectively. As provided for in the franchise agreements and generally at the Company’s discretion, all of these fees are to be expended for marketing purposes. The number of franchised and company owned offices in operation are as follows: (Unaudited) As of December 31, 2020 2019 2018 Franchised (domestic and international): Century 21 ® 13,222 11,640 9,637 ERA ® 2,318 2,301 2,331 Coldwell Banker ® 2,263 2,323 2,380 Coldwell Banker Commercial ® 168 159 171 Sotheby’s International Realty ® 952 962 949 Better Homes and Gardens ® Real Estate 389 391 362 Corcoran ® 74 — — Total Franchised 19,386 17,776 15,830 Company owned: Coldwell Banker ® 605 634 672 Sotheby’s International Realty ® 39 37 41 Corcoran ® 29 42 42 Total Company Owned 673 713 755 The number of franchised and company owned offices (in the aggregate) changed as follows: (Unaudited) For the Year Ended December 31, 2020 2019 2018 Franchised (domestic and international): Beginning balance 17,776 15,830 14,039 Additions 2,109 2,399 2,149 Terminations (499) (453) (358) Ending balance 19,386 17,776 15,830 Company owned: Beginning balance 713 755 789 Additions 5 4 8 Closures (45) (46) (42) Ending balance 673 713 755 As of December 31, 2020, there were an insignificant number of franchise agreements that were executed for which offices are not yet operating. Additionally, as of December 31, 2020, there were an insignificant number of franchise agreements pending termination. |
Property and Equipment, Net Pro
Property and Equipment, Net Property and Equipment, Net (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | . PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of: December 31, 2020 2019 Furniture, fixtures and equipment $ 188 $ 193 Capitalized software 444 451 Finance lease assets 80 80 Building and leasehold improvements 300 307 Land 3 3 Gross property and equipment 1,015 1,034 Less: accumulated depreciation (698) (692) Property and equipment, net $ 317 $ 342 The Company recorded depreciation expense related to property and equipment of $109 million, $102 million and $98 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities (Notes) | 12 Months Ended |
Dec. 31, 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: December 31, 2020 2019 Accrued payroll and related employee costs $ 239 $ 114 Advances from clients 65 19 Accrued volume incentives 46 35 Accrued commissions 48 32 Restructuring accruals 16 15 Deferred income 46 51 Accrued interest 18 19 Current portion of finance lease liabilities 13 13 Due to former parent 19 18 Other 90 89 Total accrued expenses and other current liabilities $ 600 $ 405 |
Short and Long-Term Debt (Notes
Short and Long-Term Debt (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Short And Long-Term Debt | SHORT AND LONG-TERM DEBT Total indebtedness is as follows: December 31, 2020 2019 Senior Secured Credit Facility: Revolving Credit Facility $ — $ 190 Term Loan B 1,036 1,045 Term Loan A Facility: Term Loan A 681 714 7.625% Senior Secured Second Lien Notes 540 — 5.25% Senior Notes — 548 4.875% Senior Notes 406 405 9.375% Senior Notes 544 543 Total Short-Term & Long-Term Debt $ 3,207 $ 3,445 Securitization Obligations: Apple Ridge Funding LLC $ 102 $ 195 Cartus Financing Limited 4 11 Total Securitization Obligations $ 106 $ 206 Indebtedness Table As of December 31, 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 $ — $ * $ — Term Loan B (3) February 2025 1,048 12 1,036 Term Loan A Facility: Term Loan A (4) February 2023 684 3 681 Senior Secured Second Lien Notes 7.625% June 2025 550 10 540 Senior Notes 4.875% June 2023 407 1 406 Senior Notes 9.375% April 2027 550 6 544 Total Short-Term & Long-Term Debt $ 3,239 $ 32 $ 3,207 Securitization obligations: (5) Apple Ridge Funding LLC (6) June 2021 102 * 102 Cartus Financing Limited (7) August 2021 4 * 4 Total Securitization Obligations $ 106 $ — $ 106 _______________ * The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets. (1) As of December 31, 2020, the $1,425 million Revolving Credit Facility had no outstanding borrowings and $42 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. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. On February 19, 2021, the Company had no outstanding borrowings under the Revolving Credit Facility and $42 million of outstanding undrawn letters of credit. (2) Interest rates with respect to revolving loans under the Senior Secured Credit Facility at December 31, 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 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. (3) The Term Loan B Facility 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 Facility 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%). See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and the January 2021 amendments to the Senior Secured Credit Facility and Term Loan A Facility. (4) The Term Loan A Facility provides for quarterly amortization payments, equal to 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 Facility due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A Facility 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 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. (5) Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. (6) As of December 31, 2020, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $98 million of available capacity. (7) Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of December 31, 2020, the Company had $21 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $17 million of available capacity. Maturities Table As of December 31, 2020, the combined aggregate amount of maturities for long-term borrowings for each of the next five years is as follows: Year Amount 2021 (a) $ 62 2022 81 2023 981 2024 11 2025 1,554 _______________ (a) The current portion of long term debt consists of four quarters of 2021 amortization payments totaling $51 million and $11 million for the Term Loan A Facility and Term Loan B Facility, respectively. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A 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 its senior secured revolving credit facility (the "Revolving Credit Facility") and term loan B facility (the "Term Loan B Facility", and collectively with the Revolving Credit Facility, the "Senior Secured Credit Facility") and the Company's Term Loan A Agreement dated as of October 23, 2015 (as amended, amended and restated, modified or supplemented from time to time, the "Term Loan A Agreement") governs its senior secured term loan A credit facility (the "Term Loan A Facility"). In January 2021, the Company repaid $250 million of outstanding borrowings under the Term Loan A Facility and $655 million of outstanding borrowings under the Term Loan B Facility using proceeds from its January and February 2021 issuances of $900 million 5.75% Senior Notes due 2029. Senior Secured Credit Facility The Senior Secured Credit Facility includes: (a) the Term Loan B Facility issued in the original aggregate principal amount of $1,080 million with a maturity date of February 2025. The Term Loan B Facility 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 Facility 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 and subject to certain exceptions. Realogy Group ' s Senior Secured Credit Agreement contains financial, affirmative and negative covenants as well as a financial covenant that Realogy Group to maintain (so long as commitments under the Revolving Credit Facility are outstanding) a maximum permitted 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 "2020 Amendments"), pursuant to which the financial covenant under each agreement was modified to require Realogy Group 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 0.25x on a quarterly basis to 4.75 to 1.00 (which was the applicable level prior to the effectiveness of the 2020 Amendments) on and after the second quarter of 2022. The 2020 Amendments also tightened 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 financial covenant for such quarter, subject to earlier termination (such period, 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 tightened 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 senior secured leverage ratio will reset to the pre-amendment level of 4.75 to 1.00 thereafter. As of December 31, 2020, under the 2020 Amendments, 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 December 31, 2020, Realogy Group was in compliance with the senior secured leverage ratio covenant with a senior secured leverage ratio of 1.70 to 1.00 . For the calculation of the senior secured leverage ratio for the fourth quarter of 2020, see Part II., "Item 7.—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". On January 27, 2021, Realogy Group entered into amendments to the Senior Secured Credit Agreement, which among other things, (i) provided for the extension of the maturity of a portion of the commitments under the Revolving Credit Facility from 2023 to 2025, subject to certain earlier springing maturity dates and (ii) lowered the required senior secured leverage ratio level and covenant period described above, including a requirement that the senior secured leverage not exceed 5.25 to 1.00 for the trailing twelve-month period ended December 31, 2020. See Note 20, "Subsequent Events", for additional information. Term Loan A Facility The term loans under the Term Loan A Facility was originally $750 million and were 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 Facility 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 amendments to the Term Loan A Agreement, effective July 24, 2020, contain provisions substantially similar to those contained in the July 2020 amendments to the Senior Secured Credit Agreement. On January 27, 2021, Realogy Group entered into amendments to the Term Loan A Agreement, which among other things, (i) provided for the extension of the maturity of a portion of the outstanding loans under the Term Loan A Facility from 2023 to 2025, subject to certain earlier springing maturity dates, (ii) provided for an amortization schedule applicable to the portion of the Term Loan A Facility that was extended pursuant to the amendments (with no amortization payments required on the portion of the Term Loan A Facility that was not extended), and (iii) revised the required senior secured leverage ratio level and covenant period to the same extent as described above for the January 2021 amendment to the Senior Secured Credit Agreement. See Note 20, "Subsequent Events", for additional information. Senior Secured Second Lien Notes In June 2020, Realogy Group issued $550 million 7.625% Senior Secured Second Lien Notes and used the entire net proceeds, 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 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 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 indenture governing the 4.875% Senior 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 4.875% Senior 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, with respect to the 9.375% Senior Notes Indenture, (a) neither the cumulative credit basket (nor any other basket) is available to repurchase shares to the extent the consolidated leverage ratio is equal to or greater than 4.0 to 1.0 on a pro forma basis giving effect to such repurchase; (b) the cumulative credit basket for which restricted payments may otherwise be available is equal to 50% of Consolidated Net Income (as defined in such indenture) for the period (taken as one accounting period) from January 1, 2019 to the end of the most recently ended fiscal quarter for which internal financial statements are available at the time of any such restricted payment; provided however, that, to the extent the Consolidated Leverage Ratio is equal to or greater than 4.0 to 1.0, then 25% of the Consolidated Net Income for the aforementioned period will be included; (c) the consolidated leverage ratio must 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); (d) the $100 million general restricted payment basket may be used only for Restricted Investments (as defined in such indenture); and (e) a restricted payment basket is available for up to $45 million of dividends per calendar year (with any actual dividends deducted from the available cumulative credit basket). The consolidated leverage ratio is measured by dividing Realogy Group's total net debt by the trailing twelve-month 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 (excluding securitizations) less (i) its cash and cash equivalents in excess of restricted cash and (ii) a $200 million seasonality adjustment permitted when measuring the ratio on a date during the period of March 1 to May 31. In January and February 2021, the Company issued an aggregate of $900 million 5.75% Senior Notes due 2029 and used the proceeds to repay $250 million of outstanding borrowings under the Term Loan A Facility and $655 million of outstanding borrowings under the Term Loan B Facility. See Note 20, "Subsequent Events", for additional information. Securitization Obligations Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program which expires in June 2021. As of December 31, 2020, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $102 million being utilized leaving $98 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 which expires in August 2021. As of December 31, 2020, there were $4 million of outstanding borrowings under the facilities leaving $17 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 operations 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 the Company's relocation services. Certain of the funds that Realogy Group receives from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $135 million and $200 million of underlying relocation receivables and other related relocation assets at December 31, 2020 and 2019, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Realogy Group's securitization obligations are classified as current in the accompanying Consolidated Balance Sheets. Interest incurred in connection with borrowings under these facilities amounted to $5 million and $8 million for the years ended December 31, 2020 and 2019, respectively. This interest is recorded within net revenues in the accompanying Consolidated Statements of Operations as related borrowings are utilized to fund Realogy Group's relocation operations where interest is generally earned on such assets. These securitization obligations represent floating rate debt for which the average weighted interest rate was 3.5% and 4.2% for the years ended December 31, 2020 and 2019, respectively. Gain/Loss on the Early Extinguishment of Debt and Write-Off of Financing Costs During the year ended December 31, 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 year ended December 31, 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 as a result of the refinancing transactions in the first quarter of 2019. As a result of the refinancing transactions in February 2018, the Company recorded a loss on the early extinguishment of debt of $7 million and wrote off financing costs of $2 million to interest expense during the year ended December 31, 2018. |
Employee Benefit Plans (Notes)
Employee Benefit Plans (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS DEFINED BENEFIT PENSION PLAN The Company’s defined benefit pension plan was closed to new entrants as of July 1, 1997 and existing participants do not accrue any additional benefits. The net periodic pension cost for 2020 was $1 million and was comprised of interest cost of approximately $4 million and the amortization of the actuarial net loss of $3 million, offset by a benefit of $6 million for the expected return on assets. The net periodic pension cost for 2019 was $2 million and was comprised of interest cost of approximately $5 million and the amortization of the actuarial net loss of $2 million, offset by a benefit of $5 million for the expected return on assets. At December 31, 2020 and 2019, the accumulated benefit obligation of this plan was $148 million and $143 million, respectively, and the fair value of the plan assets were $109 million and $100 million, respectively, resulting in an unfunded accumulated benefit obligation of $39 million and $43 million, respectively, which is recorded in Other current and non-current liabilities in the Consolidated Balance Sheets. Estimated future benefit payments as of December 31, 2020 are as follows: Year Amount 2021 $ 9 2022 9 2023 9 2024 9 2025 9 2026 through 2030 44 The minimum funding required during 2021 is estimated to be $6 million. The following table presents the fair values of plan assets by category as of December 31, 2020: Asset Category Quoted Price in Active Market for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Cash and cash equivalents $ 2 $ — $ — $ 2 Equity securities — 56 — 56 Fixed income securities — 51 — 51 Total $ 2 $ 107 $ — $ 109 The following table presents the fair values of plan assets by category as of December 31, 2019: Asset Category Quoted Price in Active Market for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Cash and cash equivalents $ 1 $ — $ — $ 1 Equity securities — 51 — 51 Fixed income securities — 48 — 48 Total $ 1 $ 99 $ — $ 100 OTHER EMPLOYEE BENEFIT PLANS The Company also maintains post-retirement health and welfare plans for certain subsidiaries and a non-qualified pension plan for certain individuals. The related projected benefit obligation for these plans accrued on the Company’s Consolidated Balance Sheets (primarily within other non-current liabilities) was $5 million for both December 31, 2020 and 2019. DEFINED CONTRIBUTION SAVINGS PLAN The Company sponsors a defined contribution savings plan that provides certain of its eligible employees an opportunity to accumulate funds for retirement and has a Company match for a portion of the contributions made by participating employees. The Company’s cost for contributions to this plan was $10 million, $17 million and $16 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES The components of pretax income for domestic and foreign operations consisted of the following: Year Ended December 31, 2020 2019 2018 Domestic $ (449) $ (171) $ 204 Foreign (11) — 1 Pretax (loss) income $ (460) $ (171) $ 205 The components of income tax expense (benefit) consisted of the following: Year Ended December 31, 2020 2019 2018 Current: Federal $ (5) $ 3 $ (13) State 13 7 5 Foreign 2 1 2 Total current 10 11 (6) Deferred: Federal (66) 4 62 State (48) (1) 9 Foreign — — — Total deferred (114) 3 71 Income tax (benefit) expense $ (104) $ 14 $ 65 A reconciliation of the Company’s effective income tax rate at the U.S. federal statutory rate of 21% to the actual expense was as follows: Year Ended December 31, 2020 2019 2018 Federal statutory rate 21 % 21 % 21 % State and local income taxes, net of federal tax benefits 3 6 6 Discontinued operations—establishment/reversal of deferred tax liability (a) 10 (26) — Non-deductible equity compensation (2) (4) 2 Non-deductible executive compensation (1) (1) 1 Goodwill impairment (7) (3) — Meals & entertainment — (1) 1 Uncertain tax positions — — (1) Net change in valuation allowance (1) — 2 Effective tax rate 23 % (8) % 32 % _______________ (a) See Note 1, "Basis of Presentation— Inclusion of Cartus Relocation Services in Continuing Operations" . This item reflects the tax impact from the 2019 recognition of gain on the pending sale of Cartus Relocation Services (previously recorded in discontinued operations) and the 2020 de-recognition of that gain. Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the deferred income tax assets and liabilities, as of December 31, are as follows: 2020 2019 Deferred income tax assets: Net operating loss carryforwards $ 124 $ 177 Tax credit carryforwards 26 29 Accrued liabilities and deferred income 88 77 Operating leases 151 169 Minimum pension obligations 19 18 Provision for doubtful accounts 9 7 Liability for unrecognized tax benefits 1 1 Interest rate swaps 21 12 Total deferred tax assets 439 490 Less: valuation allowance (21) (17) Total deferred income tax assets after valuation allowance 418 473 Deferred income tax liabilities: Depreciation and amortization 553 704 Operating leases 119 146 Prepaid expenses 9 8 Basis difference in investment in joint ventures 11 2 Other 1 2 Total deferred tax liabilities 693 862 Net deferred income tax liabilities $ (275) $ (389) The net deferred income tax liability of $275 million as of December 31, 2020 is included in the accompanying Consolidated Balance Sheets with $276 million in deferred income taxes (non-current liabilities) and $1 million in other non-current assets. The net deferred income tax liability of $389 million as of December 31, 2019 is included in the accompanying Consolidated Balance Sheets with $390 million in deferred income taxes (non-current liabilities) and $1 million in other non-current assets. As of December 31, 2020, the Company had gross federal and state net operating loss carryforwards of $368 million. The federal net operating loss carryforwards expire between 2030 and 2033, and the state net operating loss carryforwards expire between 2024 and 2035. Accounting for Uncertainty in Income Taxes The Company utilizes the FASB guidance for accounting for uncertainty in income taxes, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company reflects changes in its liability for unrecognized tax benefits as income tax expense in the Consolidated Statements of Operations. As of December 31, 2020, the Company’s gross liability for unrecognized tax benefits was $19 million, of which $17 million would affect the Company’s effective tax rate, if recognized. The Company does not expect that its unrecognized tax benefits will significantly change over the next twelve months. The Company files U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. Tax returns for the 2006 through 2020 tax years remain subject to examination by federal and certain state tax authorities. In significant foreign jurisdictions, tax returns for the 2010 through 2020 tax years generally remain subject to examination by their respective tax authorities. The Company believes that it is reasonably possible that the total amount of its unrecognized tax benefits could decrease by $2 million in certain taxing jurisdictions where the statute of limitations is set to expire within the next twelve months. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in interest expense and operating expenses, respectively. The Company did not recognize a change of interest expense for the year ended December 31, 2020. Additionally, the Company did not recognize a change of interest expense for the year ended December 31, 2019 and recognized a reduction of interest expense of $1 million for the year ended December 31, 2018. The rollforward of unrecognized tax benefits are summarized in the table below: Unrecognized tax benefits—January 1, 2018 $ 22 Reduction due to lapse of statute of limitations (2) Unrecognized tax benefits—December 31, 2018 20 Gross increases—tax positions in prior periods 1 Reduction due to lapse of statute of limitations (1) Unrecognized tax benefits—December 31, 2019 20 Reduction due to lapse of statute of limitations $ (1) Unrecognized tax benefits—December 31, 2020 $ 19 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. Tax Sharing Agreement Under the Tax Sharing Agreement with Cendant, Wyndham Worldwide and Travelport, the Company is generally responsible for 62.5% of payments made to settle claims with respect to tax periods ending on or prior to December 31, 2006 that relate to income taxes imposed on Cendant and certain of its subsidiaries, the operations (or former operations) of which were determined by Cendant not to relate specifically to the respective businesses of Realogy, Wyndham Worldwide, Avis Budget or Travelport. With respect to any remaining residual legacy Cendant tax liabilities, the Company and its former parent believe there is appropriate support for the positions taken on Cendant’s tax returns. However, tax audits and any related litigation, including disputes or litigation on the allocation of tax liabilities between parties under the Tax Sharing Agreement, could result in outcomes for the Company that are different from those reflected in the Company’s historical financial statements. |
Restructuring Costs (Notes)
Restructuring Costs (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | RESTRUCTURING COSTS Restructuring charges for the years ended December 31, 2020, 2019 and 2018 were $67 million, $52 million and $58 million, respectively. The components of the restructuring charges for the years ended December 31, 2020, 2019 and 2018 were as follows: Years Ended December 31, 2020 2019 2018 Personnel-related costs (1) $ 20 $ 33 $ 25 Facility-related costs (2) 47 18 22 Internal use software impairment (3) — — 11 Other restructuring costs (4) — 1 — Total restructuring charges (5) $ 67 $ 52 $ 58 _______________ (1) Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. (2) Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. (3) Internal use software impairment relates to development costs capitalized for a project that was determined to not meet the Company's strategic goals when analyzed by the Company's leadership team. (4) Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities which are primarily included in the Corporate and Other business segment. (5) Restructuring charges for the year ended December 31, 2020 include $65 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. The year ended December 31, 2019 includes $47 million of expense related to the Facility and Operational Efficiencies Program and $5 million of expense primarily related to the Leadership Realignment and Other Restructuring Activities Program. The year ended December 31, 2018 includes costs primarily related to the Leadership Realignment and Other Restructuring Activities Program. 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 real estate benefit 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. As a result of the COVID-19 pandemic, the Company transitioned substantially all of its employees to a remote-work environment in mid-March 2020 and have worked to comply with state and local regulators to ensure safe working conditions. At December 31, 2020, many of the Company's employees continued to work remotely on a full-time or hybrid basis. This transition to remote work has allowed the Company to reevaluate its office space needs. As a result, additional facility and operational efficiencies were identified and implemented in the second half of 2020 and additional facility initiatives are expected in 2021. The two most significant lease impairments recognized by the Company are the corporate headquarters in Madison, New Jersey that has a lease term expiring in December 2029 of which approximately 44% of the space (approximately 120,000 square feet) is impaired and the relocation business' main corporate operations in Danbury, Connecticut which has a lease term expiring in November 2030 with an early termination date in November 2025 . 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 $ 9 $ 5 $ 14 Restructuring charges (1) 20 45 65 Costs paid or otherwise settled (24) (28) (52) Balance at December 31, 2020 $ 5 $ 22 $ 27 _______________ (1) In addition, the Company incurred an additional $46 million of facility-related costs for lease asset impairments in connection with the Facility and Operational Efficiencies Program during the year ended December 31, 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 $ 54 $ 50 $ 4 Facility-related costs 113 61 52 Other restructuring costs 1 1 — Total $ 168 $ 112 $ 56 _______________ (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 $ 31 $ 28 $ 3 Realogy Brokerage Group 83 60 23 Realogy Title Group 6 6 — Corporate and Other 48 18 30 Total $ 168 $ 112 $ 56 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 year ended December 31, 2020, the Company incurred facility-related costs of $2 million and paid or settled costs of $5 million resulting in a remaining accrual of $2 million. |
Stock-Based Compensation (Notes
Stock-Based Compensation (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company grants stock-based compensation awards to certain senior management members, employees and directors including non-qualified stock options, restricted stock units ("RSUs") and performance share units ("PSUs"). The Company's stockholders approved the 2018 Long-Term Incentive Plan (the "2018 Plan") at the 2018 Annual Meeting of Stockholders held on May 2, 2018. Upon approval of the 2018 Plan, the 2012 Amended and Restated Long-Term Incentive Plan, as amended (the "2012 Plan") was terminated, no future awards were permitted to be granted under the 2012 Plan, and any shares available for future issuance under the 2012 Plan were canceled. Under the 2018 Plan, 6 million shares were authorized for issuance plus any shares that expire or are forfeited under the 2012 Plan after March 1, 2018. As of December 31, 2020, there are approximately 2 million shares available for future grants. The form of equity award agreements under the 2012 and 2018 Plans include a retirement provision for equity grants which provide for continued vesting of awards once an employee has attained the age of 65 years, or 55 years of age or older plus at least ten years of tenure with the Company, provided they have been employed or provided services to the Company for one year following the date of grant or start of the performance period. Historically, equity awards granted annually generally included a mix of RSUs, PSUs and options. However in 2020, the Company shifted away from granting options, limited equity awards to a small group of executives and granted other key employees cash-based awards, including cash-based RSUs. RSUs granted vest over three PSUs are incentives that reward grantees based upon the Company's financial performance over a three million shares with a weighted average grant date fair value of $9.23 to certain executives. There were 2.3 million shares outstanding at December 31, 2020 with a weighted average grant date fair value of $14.01. Stock options have a maximum term of ten four Stock-Based Compensation Expense As of December 31, 2020, based on current performance achievement expectations, there was $24 million of unrecognized compensation cost related to incentive equity awards under the plans which would be recorded in future periods as compensation expense over a remaining weighted average period of approximately 1.5 years. The Company recorded stock-based compensation expense related to the incentive equity awards of $39 million, $30 million and $40 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Commitments And Contingencies (
Commitments And Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [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 (including claims related to NAR or MLS rules regarding buyer broker commissions); • 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 or claims challenging our trademarks; • 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, including claims under new and emerging data privacy laws related to the protection of customer, employee or third-party information; • concerning cyber-crime, including claims related to the diversion of homesale transaction closing funds; • claims related to disclosure or securities law violations as well as derivative suits; 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 filed a second amended complaint asserting one cause of action for alleged civil penalties under PAGA in June 2020 and continued 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. 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. The demurrer filed by Century 21 M&M (and joined by Century 21) on August 3, 2020 to the plaintiff’s amended complaint, was granted by the Court on November 10, 2020, dismissing the case without leave to replead. On January 20, 2021, plaintiff filed a notice of appeal of the Court’s order granting the demurrer. 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 ("DOJ") 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). Discovery between the plaintiffs and defendants is ongoing. 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 DOJ filed a statement of interest and appearances for this matter for the same purpose stated in the Moehrl matter. In July 2020, the DOJ requested the Company provide them with all materials produced for Sitzer , with such request related to and preceding the subsequent civil lawsuit filed and related settlement agreement between the DOJ and NAR in November 2020 (see "Item 1. — Business — Government and Other Regulations — Multiple Listing Services" Rules for additional information). Discovery between the plaintiffs and defendants is ongoing. Leeder v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, HSF 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 Eastern Division). In this putative class action filed on January 25, 2021, the plaintiff takes issue with certain NAR policies, including those related to buyer broker compensation at issue in the Moehrl and Sitzer matters, but claims the alleged conspiracy has harmed buyers (instead of sellers). The plaintiff alleges that the defendants made agreements and engaged in a conspiracy in restraint of trade in violation of the Sherman Act and were unjustly enriched, and seek a permanent injunction enjoining NAR from establishing in the future the same or similar rules, policies, or practices as those challenged in the action as well as an award of damages and/or restitution, interest, and reasonable attorneys’ fees and expenses. 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 putative class 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. The Company filed its motion to dismiss the amended complaint on November 30, 2020 and on January 23, 2021, the plaintiffs filed their objections and opposition. On January 25, 2021, the Court granted defendants’ motion to stay discovery pending its determination of the pending motion to dismiss. Bauman, Bauman and Nosalek v. MLS Property Information Network, Inc., Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the District of Massachusetts). This is a putative class action filed on December 17, 2020, wherein the plaintiffs take issue with policies and rules similar to those at issue in the Moehrl , Sitzer and Rubenstein matters, but rather than objecting to the national policies and rules published by NAR, this lawsuit specifically objects to the alleged policies and rules of a multiple listing service that is owned by realtors, including in part by one of Realogy’s company-owned brokerages. The plaintiffs allege that the defendants made agreements and engaged in a conspiracy in restraint of trade in violation of the Sherman Act and seek a permanent injunction, enjoining the defendants from continuing conduct determined to be unlawful, as well as an award of damages and/or restitution, interest, and reasonable attorneys’ fees and expenses. 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 Court granted the Company's motion to dismiss this matter with prejudice on January 21, 2021. On February 18, 2021, the parties agreed not to pursue the litigation any further with each party bearing their own costs. 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., 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 December 18, 2020, the Court denied a motion to compel arbitration filed by Compass in September 2020 with respect to certain claims in the Company's amended complaint concerning or purportedly related to Corcoran and Sotheby’s International Realty, Inc. Compass subsequently filed an appellate brief appealing the Court's denial and on February 10, 2021, the Appellate Division granted an interim stay on these claims. On January 28, 2021, Compass filed its answer to the Company’s amended complaint, as well as counterclaims and third-party claims against the Company and certain of its subsidiaries, alleging unfair competition, tortious interference with prospective business relations, defamation, injurious falsehoods, and misappropriation of trade secrets. The third-party claim names a Company-affiliated franchise brokerage and an independent contractor for that franchise. Compass seeks compensatory and punitive damages, injunctive relief, disgorgement of profits, interest and attorneys’ fees. Discovery in the case is continuing. * * * 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 (including claims related to NAR or MLS rules regarding buyer broker commissions), 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 and $18 million at December 31, 2020 and 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 $585 million and $475 million at December 31, 2020 and 2019, respectively. These escrow and trust deposits are not assets of the Company and, therefore, are excluded from the accompanying Consolidated Balance Sheets. However, the Company remains contingently liable for the disposition of these deposits. Purchase Commitments and Minimum Licensing Fees In the normal course of business, the Company makes various commitments to purchase goods or services from specific suppliers, including those related to capital expenditures. The purchase commitments made by the Company as of December 31, 2020 are approximately $201 million. The Company is required to pay a minimum licensing fee to Sotheby’s which began in 2009 and continues through 2054. The annual minimum licensing fee is approximately $2 million per year. The Company is also required to pay a minimum licensing fee to Meredith Corporation for the licensing of the Better Homes and Gardens Real Estate brand. The annual minimum licensing fee began in 2009 at $0.5 million and increased to $4 million in 2014, where it will generally remain through 2058. Future minimum payments for these purchase commitments and minimum licensing fees as of December 31, 2020 are as follows: Year Amount 2021 $ 80 2022 38 2023 34 2024 32 2025 22 Thereafter 229 Total $ 435 Standard Guarantees/Indemnifications In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing: (i) purchases, sales or outsourcing of assets or businesses, (ii) leases and sales of real estate, (iii) licensing of trademarks, (iv) use of derivatives, and (v) issuances of debt securities. The guarantees or indemnifications issued are for the benefit of the: (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) franchisees in licensing agreements, (iv) financial institutions in derivative contracts, and (v) underwriters in issuances of securities. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees as the triggering events are not subject to predictability. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made. Other Guarantees/Indemnifications In the normal course of business, the Company coordinates numerous events for its franchisees and thus reserves a number of venues with certain minimum guarantees, such as room rentals at hotels local to the conference center. However, such room rentals are paid by each individual franchisee. If the franchisees do not meet the minimum guarantees, the Company is obligated to fulfill the minimum guaranteed fees. The maximum potential amount of future payments that the Company would be required to make under such guarantees is approximately $9 million. The Company would only be required to pay this maximum amount if none of the franchisees attended the planned events at the reserved venues. Historically, the Company has not been required to make material payments under these guarantees. Insurance and Self-Insurance At December 31, 2020 and 2019, the Consolidated Balance Sheets include approximately $39 million and $27 million, respectively, of liabilities relating to: (i) self-insured risks for errors and omissions and other legal matters incurred in the ordinary course of business within Realogy Brokerage Group and (ii) premium and claim reserves for the Company’s title underwriting business. The Company may also be subject to legal claims arising from the handling of escrow transactions and closings. Realogy Brokerage Group carries errors and omissions insurance for errors made during the real estate settlement process of $15 million in the aggregate, subject to a deductible of $1 million per occurrence. In addition, the Company carries an additional errors and omissions insurance policy for Realogy Holdings Corp. and its subsidiaries for errors made for real estate related services up to $45 million in the aggregate, subject to a deductible of $2.5 million per occurrence. This policy also provides excess coverage to Realogy Brokerage Group creating an aggregate limit of $60 million, subject to Realogy Brokerage Group's deductible of $1 million per occurrence. The Company issues title insurance policies which provide coverage for real property to mortgage lenders and buyers of real property. When acting as a title agent issuing a policy on behalf of an underwriter, assuming no negligence on part of the title agent, the Company is not liable for losses under those policies but rather the title insurer is typically liable for such losses. The title underwriter which the Company acquired in January 2006 typically underwrites title insurance policies of up to $1.5 million. For policies in excess of $1.5 million, the Company may obtain a reinsurance policy from a national underwriter to reinsure the excess amount. The Company, as an underwriter, manages our claims losses through strict agent vetting, clear underwriting guidelines, training and frequent communications with our agents. Fraud, defalcation and misconduct by employees are also risks inherent in the business. The Company is the custodian of cash deposited by customers with specific instructions as to its disbursement from escrow, trust and account servicing files. The Company maintains fidelity insurance covering the loss or theft of funds of up to $30 million per occurrence, subject to a deductible of $750 thousand per occurrence. The Company also maintains self-insurance arrangements relating to health and welfare, workers’ compensation, auto and general liability in addition to other benefits provided to the Company’s employees. The accruals for these self-insurance arrangements totaled approximately $12 million and $15 million for December 31, 2020 and 2019, respectively. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | EQUITY Changes in Accumulated Other Comprehensive Loss The components of accumulated other comprehensive losses are as follows: Currency Translation Adjustments (1) Minimum Pension Liability Adjustment Accumulated Other Comprehensive Loss (2) Balance at January 1, 2018 $ (4) $ (33) $ (37) Adoption of a new accounting pronouncement (1) (3) (8) (3) (9) Other comprehensive loss before reclassifications (3) (6) (9) Amounts reclassified from accumulated other comprehensive loss — 2 (4) 2 Income tax benefit — 1 1 Current period change (4) (11) (15) Balance at December 31, 2018 (8) (44) (52) Other comprehensive loss before reclassifications — (8) (8) Amounts reclassified from accumulated other comprehensive loss — 2 (4) 2 Income tax benefit — 2 2 Current period change — (4) (4) Balance at December 31, 2019 (8) (48) (56) Other comprehensive loss before reclassifications — (6) (6) Amounts reclassified from accumulated other comprehensive loss — 2 (4) 2 Income tax benefit — 1 1 Current period change — (3) (3) Balance at December 31, 2020 $ (8) $ (51) $ (59) _______________ (1) Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the balance sheet dates and equity accounts are translated at historical spot rates. Revenues and expenses are translated at average exchange rates during the periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in the Consolidated Statements of Operations. (2) As of December 31, 2020, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests. (3) These amounts represent adjustments for the adoption of the accounting standard update on stranded tax effects related to the 2017 Tax Act which resulted in a debit to Accumulated other comprehensive loss and a credit to Accumulated deficit of $9 million during the first quarter of 2018. (4) These amounts represent the amortization of actuarial loss to periodic pension cost and were reclassified from accumulated other comprehensive income to the general and administrative expenses line on the statement of operations. Dividend Policy The Company paid quarterly cash dividends of $0.09 per share of its common stock from the third quarter of 2016 through the third quarter of 2019. In November 2019, the Company's Board of Directors determined that, effective immediately, it will no longer pay a dividend. The Company returned a total of $31 million and $45 million to stockholders in cash dividends during the years ended December 31, 2019 and 2018, respectively. Realogy Group Statements of Equity for the years ended December 31, 2020, 2019 and 2018 Total equity for Realogy Group equals that of Realogy Holdings, but the components, common stock and additional paid-in capital are different. The table below presents information regarding the balances and changes in common stock and additional paid-in capital of Realogy Group for each of the three years ended December 31, 2020, 2019 and 2018. Realogy Group Stockholder’s Equity Common Stock Additional Accumulated Accumulated Other Comprehensive Loss Non- Total Shares Amount Balance at January 1, 2018 — $ — $ 5,286 $ (2,631) $ (37) $ 4 $ 2,622 Cumulative effect of adoption of new accounting pronouncements — — — (13) (9) — (22) Net income — — — 137 — 3 140 Other comprehensive loss — — — — (6) — (6) Repurchase of Common Stock — — (402) — — — (402) Contributions from Realogy Holdings — — 1 — — — 1 Stock-based compensation — — 30 — — — 30 Dividends — — (45) — — (3) (48) Balance at December 31, 2018 — $ — $ 4,870 $ (2,507) $ (52) $ 4 $ 2,315 Net (loss) income — — — (188) — 3 (185) Other comprehensive loss — — — — (4) — (4) Repurchase of Common Stock — — (20) — — — (20) Stock-based compensation — — 24 — — — 24 Dividends — — (31) — — (3) (34) Balance at December 31, 2019 — $ — $ 4,843 $ (2,695) $ (56) $ 4 $ 2,096 Net (loss) income — — — (360) — 4 (356) Other comprehensive loss — — — — (3) — (3) Stock-based compensation — — 34 — — — 34 Dividends — — — — — (4) (4) Balance at December 31, 2020 — $ — $ 4,877 $ (3,055) $ (59) $ 4 $ 1,767 |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 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: Year Ended December 31, (in millions, except per share data) 2020 2019 2018 Numerator: Net (loss) income attributable to Realogy Holdings shareholders $ (360) $ (188) $ 137 Denominator: Weighted average common shares outstanding (denominator for basic (loss) earnings per share calculation) 115.2 114.2 124.0 Dilutive effect of stock-based compensation (a) (b) — — 1.3 Weighted average common shares outstanding (denominator for diluted (loss) earnings per share calculation) 115.2 114.2 125.3 (Loss) earnings per share attributable to Realogy Holdings shareholders: Basic (loss) earnings per share $ (3.13) $ (1.65) $ 1.10 Diluted (loss) earnings per share $ (3.13) $ (1.65) $ 1.09 _______________ (a) The Company was in a net loss position for the years ended December 31, 2020 and December 31, 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 (see Note 13, "Stock-Based Compensation", for outstanding equity awards as of December 31, 2020). (b) The year ended December 31, 2018 excludes 6.9 million shares of common stock issuable for incentive equity awards which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. 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 has not repurchased any shares under a share repurchase program since 2019, and in May 2020, the Company's Board of Directors terminated its outstanding share repurchase programs. 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. For the year ended December 31, 2018, the Company repurchased and retired 17.9 million shares of common stock for $402 million at a weighted average market price of $22.47 per share. The Company is restricted from repurchasing shares during the covenant period (as described in the 2020 Amendments to the Senior Secured Credit Agreement and the 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 9, "Short and Long-Term Debt — Senior Secured Credit Agreement and Term Loan A Agreement" and " — Unsecured Notes", for additional information. |
Risk Management and Fair Value
Risk Management and Fair Value of Financial Instruments (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Risk Management and Fair Value of Financial Instruments [Abstract] | |
Risk Management and Fair Value of Financial Instruments | RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS RISK MANAGEMENT The following is a description of the Company’s risk management policies. Interest Rate Risk The Company is exposed to market risk from changes in interest rates primarily through senior secured debt. At December 31, 2020, the Company's primary interest rate exposure was to interest rate fluctuations, specifically LIBOR, due to its impact on variable rate borrowings of Revolving Credit Facility and Term Loan B Facility under the Senior Secured Credit Facility and the Term Loan A Facility. At December 31, 2020, the Company had variable interest rate long-term debt, which was based on LIBOR, from the outstanding term loans and revolver under its Senior Secured Credit Facility and Term Loan A Facility of $1,732 million, excluding $106 million of securitization obligations. The Company has interest rate swaps with an aggregate notional value of $1,000 million to manage a portion of the Company's exposure to changes in interest rate associated with variable rate borrowings. The fixed interest rates on the swaps range from 2.07% to 3.11%. Although the Company has entered into these interest rate swaps, involving the exchange of floating for fixed rate interest payments, such interest rate swaps do not eliminate interest rate volatility for all of the Company's variable rate indebtedness at December 31, 2020. In addition, the fair value of the interest rate swaps is also subject to movements in LIBOR and will fluctuate in future periods. The Company has recognized a liability of $81 million for the fair value of the interest rate swaps at December 31, 2020. Therefore, an increase in the LIBOR yield curve could increase the fair value of the interest rate swaps and decrease interest expense. Credit Risk and Exposure The Company is exposed to counterparty credit risk in the event of nonperformance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and by requiring collateral in instances in which financing is provided. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties. As of December 31, 2020, there were no significant concentrations of credit risk with any individual counterparty or a group of counterparties. The Company actively monitors the credit risk associated with the Company’s receivables. Market Risk Exposure Realogy Brokerage Group owns real estate brokerage offices located in and around large metropolitan areas in the U.S. Realogy Brokerage Group has more offices and realizes more of its revenues in California, Florida and the New York metropolitan area than any other regions of the country. For the year ended December 31, 2020, Realogy Brokerage Group generated approximately 24% of its revenues from California, 20% from the New York metropolitan area and 11% from Florida. For the year ended December 31, 2019, Realogy Brokerage Group generated approximately 25% of its revenues from California, 22% from the New York metropolitan area and 10% from Florida. For the year ended December 31, 2018, Realogy Brokerage Group generated approximately 27% of its revenues from California, 20% from the New York metropolitan area and 9% from Florida. 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 December 31, 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 Consolidated Statements of Operations. The fair value of derivative instruments was as follows: Not Designated as Hedging Instruments Balance Sheet Location December 31, 2020 December 31, 2019 Interest rate swap contracts Other current and non-current liabilities 81 47 The effect of derivative instruments on earnings was as follows: Derivative Instruments Not Location of Loss or (Gain) Recognized for Derivative Instruments Loss or (Gain) Recognized on Derivatives Year Ended December 31, 2020 2019 2018 Interest rate swap contracts Interest expense $ 51 $ 39 $ 4 Foreign exchange contracts Operating expense — — (1) 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 December 31, 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) — 81 — 81 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 3 3 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 (2) Changes in fair value (reflected in general and administrative expenses) — Fair value of contingent consideration at December 31, 2020 $ 3 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: December 31, 2020 December 31, 2019 Debt Principal Amount Estimated Principal Amount Estimated Senior Secured Credit Facility: Revolving Credit Facility $ — $ — $ 190 $ 190 Term Loan B Facility 1,048 1,032 1,058 1,048 Term Loan A Facility: Term Loan A 684 671 717 705 7.625 % Senior Secured Second Lien Notes 550 595 — — 5.25% Senior Notes — — 550 557 4.875% Senior Notes 407 415 407 401 9.375% Senior Notes 550 609 550 572 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Segment Information (Notes)
Segment Information (Notes) | 12 Months Ended |
Dec. 31, 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. The results of Cartus Relocation Services were previously presented as discontinued operations. However, the held for sale and discontinued operations criteria in ASC Topic 360 and ASC Topic 205 were no longer met during the fourth quarter of 2020. As a result, the assets and liabilities of Cartus Relocation Services, previously presented as held for sale, have been reclassified to held and used on the Consolidated Balance Sheets as of December 31, 2020 and the results of Cartus Relocation Services have been reclassified from discontinued operations to continuing operations for all periods presented. Cartus Relocation Services’ assets and liabilities were measured at fair value upon reclassification and the reduction to the carrying value was reported in the Impairments line in the Consolidated Statements of Operations for the year ended December 31, 2020. During the fourth quarter of 2020, the Company changed its reportable segments to include Cartus Relocation Services within the Realogy Franchise Group. As a result of the COVID-19 crisis, relocation operations have experienced lower relocation activity which has negatively impacted such operations' operating results. However, Cartus Relocation Services continues to provide value through the generation of leads to real estate agent and brokerage participants in the networks maintained by Realogy Leads Group, which drives downstream revenue for the Company's businesses. The segment changes are reflected for all periods presented. 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) Year Ended December 31, 2020 2019 2018 Realogy Franchise Group $ 1,059 $ 1,158 $ 1,198 Realogy Brokerage Group 4,742 4,409 4,607 Realogy Title Group 736 596 580 Corporate and Other (b) (316) (293) (306) Total Company $ 6,221 $ 5,870 $ 6,079 _______________ (a) Transactions between segments are eliminated in consolidation. Revenues for Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $316 million, $293 million and $306 million for the years ended December 31, 2020, 2019 and 2018, respectively. Such amounts are eliminated through the Corporate and Other line. (b) Includes the elimination of transactions between segments. Set forth in the tables below is a reconciliation of Net (loss) income to Operating EBITDA and Operating EBITDA presented by reportable segment for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Net (loss) income attributable to Realogy Holdings and Realogy Group $ (360) $ (188) $ 137 Income tax (benefit) expense (104) 14 65 (Loss) income before income taxes (464) (174) 202 Add: Depreciation and amortization (a) 186 195 197 Interest expense, net 246 250 190 Restructuring costs, net (b) 67 52 58 Impairments (c) 682 271 — Former parent legacy cost (d) 1 1 4 Loss (gain) on the early extinguishment of debt (d) 8 (5) 7 Operating EBITDA $ 726 $ 590 $ 658 Operating EBITDA Year Ended December 31, 2020 2019 2018 Realogy Franchise Group $ 594 $ 616 $ 650 Realogy Brokerage Group 48 4 44 Realogy Title Group 226 68 49 Corporate and Other (d)(e) (142) (98) (85) Total Company $ 726 $ 590 $ 658 ______________ (a) Depreciation and amortization for the year ended December 31, 2018 includes $2 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Consolidated Statement of Operations. (b) The year ended December 31, 2020 includes restructuring charges of $15 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $11 million at Corporate and Other. The year ended December 31, 2019 includes restructuring charges of $14 million at Realogy Franchise Group, $25 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $10 million at Corporate and Other. The year ended December 31, 2018 includes restructuring charges of $14 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $3 million at Corporate and Other. (c) Non-cash impairments for the year ended December 31, 2020 include: • a goodwill impairment charge of $413 million related to Realogy Brokerage Group during the first quarter of 2020; • an impairment charge of $30 million related to Realogy Franchise Group's trademarks during the first quarter of 2020; • $133 million of reserves recorded during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020; • a goodwill impairment charge of $22 million related to Cartus Relocations Services during the fourth quarter of 2020; • an impairment charge of $34 million related to Cartus Relocation Services' trademarks during the fourth quarter of 2020; and • other asset impairments of $50 million primarily related to lease asset impairments. Non-cash impairments for the year ended December 31, 2019 include a goodwill impairment charge of $237 million related to Realogy Brokerage Group, a $22 million reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocations Services which was presented as held for sale at December 31, 2019 and $12 million of other impairment charges primarily related to lease asset impairments. (d) Former parent legacy items and Loss (gain) on the early extinguishment of debt are recorded in Corporate and Other. (e) Includes the elimination of transactions between segments. Depreciation and Amortization Year Ended December 31, 2020 2019 2018 Realogy Franchise Group $ 87 $ 104 $ 110 Realogy Brokerage Group 59 54 51 Realogy Title Group 11 13 13 Corporate and Other 29 24 21 Total Company $ 186 $ 195 $ 195 Segment Assets As of December 31, 2020 2019 Realogy Franchise Group $ 4,896 $ 5,273 Realogy Brokerage Group 932 1,448 Realogy Title Group 659 576 Corporate and Other 447 246 Total Company $ 6,934 $ 7,543 Capital Expenditures Year Ended December 31, 2020 2019 2018 Realogy Franchise Group $ 27 $ 32 $ 23 Realogy Brokerage Group 39 56 44 Realogy Title Group 9 10 11 Corporate and Other 20 21 27 Total Company $ 95 $ 119 $ 105 The geographic segment information provided below is classified based on the geographic location of the Company’s subsidiaries. United All Other Total On or for the year ended December 31, 2020 Net revenues $ 6,145 $ 76 $ 6,221 Total assets 6,878 56 6,934 Net property and equipment 316 1 317 On or for the year ended December 31, 2019 Net revenues $ 5,762 $ 108 $ 5,870 Total assets 7,470 73 7,543 Net property and equipment 341 1 342 On or for the year ended December 31, 2018 Net revenues $ 5,961 $ 118 $ 6,079 Total assets 7,214 76 7,290 Net property and equipment 302 2 304 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Selected quarterly financial data is presented for each quarter of the two most recent fiscal years to reflect a material retrospective change due to management's determination that the held for sale and discontinued operations criteria in ASC Topic 360 and ASC Topic 205 were no longer met for Cartus Relocation Services during the fourth quarter of 2020. As a result, the results of Cartus Relocation Services have been reclassified from discontinued operations to continuing operations and included in the Realogy Franchise Group segment for all periods presented. Amounts have been adjusted to reflect Cartus Relocation Services as continuing operations in the tables below. Provided below is selected unaudited quarterly financial data for 2020 and 2019. 2020 First Second Third Fourth Net revenues Realogy Franchise Group $ 220 $ 227 $ 314 $ 298 Realogy Brokerage Group 869 933 1,479 1,461 Realogy Title Group 137 160 213 226 Corporate and Other (a) (58) (65) (97) (96) Total Company $ 1,168 $ 1,255 $ 1,909 $ 1,889 (Loss) income before income taxes, equity in earnings and noncontrolling interests (b) Realogy Franchise Group $ 15 $ 42 $ 112 $ 84 Realogy Brokerage Group (493) (18) 32 1 Realogy Title Group (1) 21 36 25 Corporate and Other (133) (99) (98) (117) Total Company $ (612) $ (54) $ 82 $ (7) Net (loss) income attributable to Realogy Holdings and Realogy Group $ (462) $ (14) $ 98 $ 18 (Loss) earnings per share attributable to Realogy Holdings (c) : Basic (loss) earnings per share $ (4.03) $ (0.12) $ 0.85 $ 0.16 Diluted (loss) earnings per share (4.03) (0.12) 0.84 0.15 _______________ (a) Represents the elimination of transactions primarily between Realogy Franchise Group and Realogy Brokerage Group. (b) The quarterly results include the following: • restructuring charges of $12 million, $18 million, $17 million and $20 million in the first, second, third and fourth quarters, respectively; • a goodwill impairment charge of $413 million related to Realogy Brokerage Group and an impairment charge of $30 million related to Realogy Franchise Group's trademarks during the first quarter; • $30 million, $44 million and $59 million of reserves recorded during the three months ended March 31, 2020, June 30, 2020 and September 30, 2020, respectively, (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020; • a goodwill impairment charge of $22 million related to Cartus Relocation Services and an impairment charge of $34 million related to Cartus Relocation Services' trademarks during the fourth quarter; • $4 million, $19 million, $11 million and $16 million of other impairment charges primarily related to lease asset impairments incurred in the first, second, third and fourth quarters, respectively; • former parent legacy net cost of $1 million in the third quarter; and • a loss on the early extinguishment of debt of $8 million in the second quarter. (c) Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS (see Note 16, "Earnings (Loss) Per Share", for further information). 2019 First Second Third Fourth Net revenues Realogy Franchise Group $ 239 $ 331 $ 319 $ 269 Realogy Brokerage Group 816 1,331 1,222 1,040 Realogy Title Group 114 160 170 152 Corporate and Other (a) (55) (87) (82) (69) Total Company $ 1,114 $ 1,735 $ 1,629 $ 1,392 (Loss) income before income taxes, equity in earnings and noncontrolling interests (b) Realogy Franchise Group $ 66 $ 165 $ 161 $ 94 Realogy Brokerage Group (80) 25 (231) (38) Realogy Title Group (13) 22 21 7 Corporate and Other (108) (115) (92) (73) Total Company $ (135) $ 97 $ (141) $ (10) Net (loss) income attributable to Realogy Holdings and Realogy Group $ (99) $ 69 $ (113) $ (45) (Loss) earnings per share attributable to Realogy Holdings (c): Basic (loss) earnings per share $ (0.87) $ 0.60 $ (0.99) $ (0.39) Diluted (loss) earnings per share (0.87) 0.60 (0.99) $ (0.39) _______________ (a) Represents the elimination of transactions primarily between Realogy Franchise Group and Realogy Brokerage Group. (b) The quarterly results include the following : • restructuring charges of $12 million, $9 million, $11 million and $20 million in the first, second, third and fourth quarters, respectively; • a goodwill impairment charge of $237 million related to Realogy Brokerage Group during the third quarter; • a $22 million reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocations Services which was presented as held for sale at December 31, 2019; • $1 million, $2 million, $3 million and $6 million of other impairment charges primarily related to lease asset impairments incurred in the first, second, third and fourth quarters, respectively; • former parent legacy net cost of $1 million in the third quarter; and • a loss on the early extinguishment of debt of $5 million in the first quarter and a gain on the early extinguishment of debt of $10 million in the third quarter. (c) Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 20. SUBSEQUENT EVENTS Senior Notes Offerings On January 11, 2021, Realogy Group together with Realogy Co-Issuer Corp. (the "Co-Issuer") issued $600 million aggregate principal amount of 5.75% Senior Notes due 2029, under an indenture dated as of January 11, 2021. On February 4, 2021, Realogy Group issued an additional $300 million aggregate principal amount of the 5.75% Senior Notes under the same indenture at an issue price of 101.5%. The Company used $250 million of the proceeds from these issuances to repay a portion of outstanding borrowings under the Term Loan A Facility and $655 million of the proceeds to repay a portion of outstanding borrowings under the Term Loan B Facility. The 5.75% Senior Notes are unsecured senior obligations of Realogy Group, mature on January 15, 2029 and bear interest at a rate of 5.75% per annum. Interest on the 5.75% Senior Notes will be payable semiannually to holders of record at the close of business on January 15 or July 15, immediately preceding the interest payment date on January 1 and July 1 of each year, commencing July 15, 2021. The 5.75% Senior Notes are jointly and severally guaranteed by each of Realogy Group's existing and future U.S. subsidiaries that is a guarantor under its Senior Secured Credit Facility and Term Loan A Facility or that guarantees certain other indebtedness in the future (other than the Co-Issuer), subject to certain exceptions, and by Realogy Holdings on an unsecured senior subordinated basis. The indenture governing the 5.75% Senior Notes contains various covenants that limit Realogy Group and its restricted subsidiaries’ ability to take certain actions, which covenants are subject to a number of important exceptions and qualification. 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 its stockholders, (c) repurchase or redeem capital stock, (d) make investments or acquisitions, (e) incur restrictions on the ability of certain of its subsidiaries to pay dividends or to make other payments to the Company, (f) enter into transactions with affiliates, (g) create liens, (h) merge or consolidate with other companies or transfer all or substantially all of its 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 5.75% Senior Notes. Amendments to the Senior Secured Credit Facility and Term Loan A Facility On January 27, 2021, Realogy Group entered into (1) a tenth amendment (the “Tenth Amendment”) to the Senior Secured Credit Agreement and (2) a fourth amendment (the “Fourth Amendment”) to the Term Loan A Agreement. The Tenth Amendment and Fourth Amendment are referred to collectively herein as the “2021 Amendments.” The 2021 Amendments: • extend the maturity for approximately $237 million of the approximately $434 million outstanding loans under the Term Loan A Facility (the "Extended Term Loan A") after giving effect to the application of the proceeds of the 5.75% Senior Notes offering, from February 2023 to February 2025, subject to the foregoing: ◦ if on or before March 2, 2023, the 4.875% Senior Notes have not been extended, refinanced or replaced to have a maturity date after May 10, 2025 (or are not otherwise discharged, defeased or repaid by March 2, 2023), the maturity date of the Extended Term Loan A will be March 2, 2023; ◦ if on or before November 9, 2024, the Term Loan B Facility under the Senior Secured Credit Agreement is not extended, refinanced or replaced to have a maturity date after May 10, 2025 (or otherwise repaid prior to November 9, 2024), the maturity date of the Extended Term Loan A will be November 9, 2024; • extend the maturity of approximately $948 million of the $1,425 million commitments under the Revolving Credit Facility (the "Extended Revolving Credit Commitment") from February 2023 to February 2025, subject to the earlier springing maturity dates applicable to the Extended Term Loan A described above; and • make certain modifications to the Senior Secured Credit Agreement and Term Loan A Agreement, including amendments that reduced the maximum permitted senior secured leverage ratio (the financial covenant under such agreements) for the applicable trailing twelve-month period to below the levels that had been permitted under the amendments to the Senior Secured Credit Agreement and Term Loan A Agreement that Realogy Group entered into on July 24, 2020 (the "2020 Amendments"), as follows: Fiscal Quarter Ending Senior Secured Leverage Ratio December 31, 2020 to June 30, 2021 5.25 to 1.00 September 30, 2021 to March 31, 2022 5.00 to 1.00 June 30, 2022 and thereafter 4.75 to 1.00 The other covenants in the Senior Secured Credit Agreement and Term Loan A Agreement that were tightened under the 2020 Amendments will remain in place under the 2021 Amendments 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 senior secured leverage ratio set forth in the above table, subject to earlier termination, which we refer to as the covenant period. If Realogy Group’s senior secured leverage ratio does not exceed 5.00 to 1.00 for the fiscal quarter ending June 30, 2021 (as compared to 5.50 to 1.00 under the 2020 Amendments), the covenant period will end at the time Realogy Group delivers the compliance certificate to the lenders for such period; however, in either instance, the gradual step down in the senior secured leverage ratio described above will continue to apply. As was the case under the 2020 Amendments, Realogy Group 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 senior secured leverage ratio will reset to the pre-amendment level of 4.75 to 1.00 thereafter. Under the 2021 Amendments, quarterly amortization payments are required on the Extended Term Loan A, commencing with the quarter ending June 30, 2021, equal to a percentage of the principal amount of Extended Term Loan A outstanding as of the date of the Fourth Amendment, as follows: 0.625% per quarter from June 30, 2021 to March 31, 2022; 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Extended Term Loan A Facility due at maturity. No amortization payments are required on the portion of the Term Loan A Facility that was not extended. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | USE OF ESTIMATES In presenting the consolidated financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates. |
Consolidation, Policy [Policy Text Block] | CONSOLIDATION The Company consolidates any variable interest entity ("VIE") for which it is the primary beneficiary with a controlling financial interest. Also, the Company consolidates an entity not deemed a VIE if its ownership, direct or indirect, exceeds 50% of the outstanding voting shares of an entity and/or it has the ability to control the financial or operating policies through its voting rights, board representation or other similar rights. For entities where the Company does not have a controlling interest (financial or operating), the investments in such entities are accounted for using the equity method or at fair value with changes in fair value recognized in net income, as appropriate. The Company applies the equity method of accounting when it has the ability to exercise significant influence over operating and financial policies of an investee. The Company measures all other investments at fair value with changes in fair value recognized in net income or in the case that an equity investment does not have readily determinable fair values, at cost minus impairment (if any) plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment. |
Cash and Cash Equivalents, Policy [Policy Text Block] | CASH AND CASH EQUIVALENTS The Company considers highly liquid investments with remaining maturities not exceeding three months at the date of purchase to be cash equivalents. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | RESTRICTED CASH Restricted cash primarily relates to amounts specifically designated as collateral for the repayment of outstanding borrowings under the Company’s securitization facilities. Such amounts approximated $3 million at both December 31, 2020 and 2019. |
Receivables, Policy [Policy Text Block] | 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. |
Advertising Costs, Policy [Policy Text Block] | ADVERTISING EXPENSES Advertising costs are generally expensed in the period incurred. Advertising expenses, recorded within the marketing expense line item on the Company’s Consolidated Statements of Operations, were approximately $157 million, $197 million and $207 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Deferred Charges, Policy [Policy Text Block] | DEBT ISSUANCE COSTS Debt issuance costs include costs incurred in connection with obtaining debt and extending existing debt. These financing costs are presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount, with the exception of the debt issuance costs related to the Revolving Credit Facility and securitization obligations which are classified as a deferred financing asset within other assets. The debt issuance costs are amortized via the effective interest method and the amortization period is the life of the related debt. |
Income Tax, Policy [Policy Text Block] | INCOME TAXES The Company’s provision for income taxes is determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. These differences are based upon estimated differences between the book and tax basis of the assets and liabilities for the Company. Certain tax assets and liabilities of the Company may be adjusted in connection with the finalization of income tax audits. The Company’s deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax balances will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the Company’s provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. |
Derivatives, Policy [Policy Text Block] | DERIVATIVE INSTRUMENTS The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The Company uses interest rate swaps to manage its exposure to future interest rate volatility associated with its variable rate borrowings. The Company has not elected to utilize hedge accounting for these instruments; therefore, any change in fair value is recorded in the Consolidated Statements of Operations. However, the fluctuations in the value of these instruments generally offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. See Note 17, "Risk Management and Fair Value of Financial Instruments", for further discussion. |
Equity Method Investments [Policy Text Block] | INVESTMENTS Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity") originates and markets its mortgage lending services to the Company's real estate brokerage as well as other real estate brokerage companies across the country. Guaranteed Rate, Inc. ("Guaranteed Rate") owns a controlling 50.1% stake of Guaranteed Rate Affinity and the Company owns 49.9%. The Company has certain governance rights related to the joint venture, however it does not have control of the day-to-day operations of Guaranteed Rate Affinity. The equity earnings or losses related to Guaranteed Rate Affinity are included in the financial results of Realogy Title Group. At December 31, 2020 and 2019, the Company had various equity method investments which are recorded within other non-current assets on the accompanying Consolidated Balance Sheets. The Company's former 49.9% mortgage joint venture with PHH Home Loans LLC, which was reported in Realogy Brokerage Group, was sold during the first quarter of 2018. The Company's investment in Guaranteed Rate Affinity at Realogy Title Group had investment balances of $90 million and $60 million at December 31, 2020 and 2019, respectively. The Company recorded equity earnings of $126 million, earnings of $15 million and losses of $8 million related to its investment in Guaranteed Rate Affinity during the years ended December 31, 2020, 2019 and 2018, respectively. The Company received $96 million in cash dividends from Guaranteed Rate Affinity during the year ended December 31, 2020 and no cash dividends during the years ended December 31, 2019 and 2018. The Company invested $2 million and $4 million of cash into Guaranteed Rate Affinity during the years ended December 31, 2019 and 2018, respectively. The Company's other equity method investments had investment balances totaling $10 million and $9 million at December 31, 2020 and 2019, respectively. The Company recorded equity earnings from the operations of these equity method investments of $5 million, $3 million and $4 million during the years ended December 31, 2020, 2019 and 2018, respectively. The Company received $5 million in cash dividends from these equity method investments during each of the years ended December 31, 2020, 2019 and 2018. |
Property, Plant and Equipment, Policy [Policy Text Block] | PROPERTY AND EQUIPMENT Property and equipment (including leasehold improvements) are initially recorded at cost, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization on the Consolidated Statements of Operations, is computed utilizing the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed utilizing the straight-line method over the estimated benefit period of the related assets or the lease term, if shorter. Useful lives are 30 years for buildings, up to 20 years for leasehold improvements, and from 3 to 7 years for furniture, fixtures and equipment. The Company capitalizes the costs of software developed for internal use which commences during the development phase of the project. The Company amortizes software developed or obtained for internal use on a straight-line basis, generally from 1 to 5 years, when such software is ready for use. The net carrying value of software developed or obtained for internal use was $118 million at both December 31, 2020 and 2019. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | IMPAIRMENT OF GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED 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 were $2,910 million and $705 million, respectively, at December 31, 2020 and 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. 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. 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. Such changes could result in changes to management's estimates of the Company's fair value and a material impairment of goodwill or other indefinite-lived intangible assets. 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. The primary drivers of 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. The Company recorded $133 million of reserves during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds. Upon reclassification of Cartus Relocation Services to held and used on the Consolidated Balance Sheets in the fourth quarter of 2020, the reserves (including $105 million related to goodwill) were included in the Impairments line in the Consolidated Statements of Operations for the year ended December 31, 2020. The Company performed an impairment assessment upon reclassification during the fourth quarter of 2020 and the impairment assessment indicated that the carrying value of Cartus Relocation Services exceeded its estimated fair value. The Company believes that the reduced fair value is a result of the impact of the COVID-19 crisis resulting in l ower relocation activity which has negatively impacted the operating results of the relocation services. Furthermore, recent U.S. immigration and visa restrictions have exacerbated these trends . As a result, during the fourth quarter of 2020, the Company recognized an additional goodwill impairment charge of $22 million and a trademark impairment charge of $34 million related to Cartus Relocation Services (which is reported within the Realogy Franchise Group reportable segment). The impairment charges are recorded on a separate line in the accompanying Consolidated Statements of Operations and are non-cash in nature. The results of the Company's annual impairment assessment indicated no other impairment charges were required for the other reporting units or other indefinite-lived intangibles. Management evaluated the effect of lowering the estimated fair value for each of the passing reporting units by 10% and determined no impairment of goodwill. Due to the impairments during 2020 for the Realogy Franchise Group and Cartus Relocation Service trademarks, there was little to no excess fair value over carrying value as of December 31, 2020. |
Discontinued Operations, Policy | ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that has or will have a major effect on the Company's operations and financial results when the business is sold and classified as held for sale, in accordance with the criteria of Accounting Standard Codification (“ASC”) Topic 205 Presentation of Financial Statements ("ASC 205") and ASC Topic 360 Property, Plant and Equipment (“ASC 360”). Assets and liabilities of a business classified as held for sale are recorded at the lower of its carrying amount or estimated fair value, less cost to sell, and depreciation ceases on the date that the held for sale criteria are met. If the carrying amount of the business exceeds its estimated fair value less cost to sell, a loss is recognized. Assets and liabilities related to a business classified as held for sale are segregated in the current and prior balance sheets in the period in which the business is classified as held for sale. The results of discontinued operations are reported in "Net (loss) income from discontinued operations" in the accompanying Consolidated Statements of Operations for the current and prior periods commencing in the period in which the business meets the criteria, and includes any gain or loss recognized on closing, or adjustment of the carrying amount to fair value less cost to sell. Transactions between the businesses held for sale and businesses held for use that are expected to continue to exist after the disposal are not eliminated to appropriately reflect the continuing operations and balances held for sale. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | STOCK-BASED COMPENSATION The Company grants stock-based awards to certain senior management members, employees and directors including non-qualified stock options, restricted stock units and performance share units . In 2020, the Company shifted away from granting non-qualified options. The fair value of non-qualified stock options is estimated using the Black-Scholes option pricing model on the grant date and is recognized as expense over the service period based on the vesting requirements. The fair value of restricted stock units and performance share units without a market condition is measured based on the closing price of the Company's common stock on the grant date and is recognized as expense over the service period of the award, or when requisite performance metrics or milestones are probable of being achieved . The fair value of awards with a market condition are estimated using the Monte Carlo simulation method and expense is recognized on a straight-line basis over the requisite service period of the award. The Company recognizes forfeitures as they occur. Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating expected volatility and expected term, risk-free rate. |
New Accounting Pronouncements, Policy [Policy Text Block] | 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 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. 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 a 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. The FASB issued a new standard on Simplifying the Accounting for Income Taxes which clarifies and simplifies aspects of the accounting for income taxes to help promote consistent application of GAAP by eliminating certain exceptions to the general principles of ASC Topic 740, Income Taxes. This guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Depending on the amendment, adoption may be applied on a retrospective, modified retrospective or prospective basis. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of fiscal year of adoption. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements but does not believe the adoption will have a material effect. |
Leases Lessee Disclosure (Polic
Leases Lessee Disclosure (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lessee, Leases [Policy Text Block] | LEASES The Company's lease portfolio consists primarily of office space and equipment. The Company has approximately 1,200 real estate leases with lease terms ranging from less than 1 year to 17 years and includes the Company's brokerage sales offices, regional and branch offices for our title and relocation operations, corporate headquarters, regional headquarters, and facilities serving as local administration, training and storage. The Company's brokerage sales offices are generally located in shopping centers and small office parks, typically with lease terms of 1 year to 5 years. In addition, the Company has equipment leases which primarily consist of furniture, computers and other office equipment. Effective January 1, 2019, the Company adopted the new leasing standard using the modified retrospective transition approach with optional transition relief and recognized the cumulative effect of applying the new leasing standard to existing contracts on the balance sheet on January 1, 2019. Therefore, results for reporting periods beginning after January 1, 2019 are presented under the new leasing standard; however, the comparative prior period amounts have not been restated and continue to be reported in accordance with historical accounting under ASC Topic 840. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. At lease commencement, the Company records a liability for its lease obligation measured at the present value of future lease payments and a right-of-use asset equal to the lease liability adjusted for prepayments and lease incentives. The Company uses its collateralized incremental borrowing rate to calculate the present value of lease liabilities as most of its leases do not provide an implicit rate that is readily determinable. The Company does not recognize a lease obligation and right-of-use asset on its balance sheet for any leases with an initial term of 12 months or less. Some real estate leases include one or more options to renew or terminate a |
Revenue Recognition (Policies)
Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
Revenue Recognition, Policy | 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 Consolidated Statements of Operations and further disaggregated by business segment as follows: Years Ended December 31, 2020 vs December 31, 2019 Realogy Realogy Realogy Corporate Total 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 Gross commission income (a) $ — $ — $ 4,669 $ 4,330 $ — $ — $ — $ — $ 4,669 $ 4,330 Service revenue (b) 243 351 26 11 714 579 — — 983 941 Franchise fees (c) 725 668 — — — — (306) (282) 419 386 Other (d) 91 139 47 68 22 17 (10) (11) 150 213 Net revenues $ 1,059 $ 1,158 $ 4,742 $ 4,409 $ 736 $ 596 $ (316) $ (293) $ 6,221 $ 5,870 Years Ended December 31, 2019 vs December 31, 2018 Realogy Realogy Realogy Corporate Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Gross commission income (a) $ — $ — $ 4,330 $ 4,533 $ — $ — $ — $ — $ 4,330 $ 4,533 Service revenue (b) 351 374 11 9 579 564 — — 941 947 Franchise fees (c) 668 688 — — — — (282) (295) 386 393 Other (d) 139 136 68 65 17 16 (11) (11) 213 206 Net revenues $ 1,158 $ 1,198 $ 4,409 $ 4,607 $ 596 $ 580 $ (293) $ (306) $ 5,870 $ 6,079 _______________ (a) Gross commission income at Realogy Brokerage Group is recognized at a point in time at the closing of a homesale transaction. (b) Service revenue primarily consist of title and escrow fees at Realogy Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Realogy Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service. (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 includes brand marketing funds received at Realogy Franchise Group from franchisees, third-party listing fees in 2019 and 2018, and other miscellaneous revenues across all of the business segments. The Company's revenue streams are discussed further below by business segment: Realogy Franchise Group Domestic Franchisees The Company franchises its real estate brands to real estate brokerage businesses that are independently owned and operated. Franchise revenue principally consists of royalty and marketing fees from the Company’s franchisees. The royalty received is primarily based on a gross percentage (generally 6%) of the franchisee’s gross commission income. Royalty fees are recorded as the underlying franchisee revenue is earned (upon close of the homesale transaction). Annual volume incentives given to certain franchisees on royalty fees are recorded as a reduction to revenue and are accrued for in relative proportion to the recognition of the underlying gross franchise revenue. Other sales incentives are generally recorded as a reduction to revenue ratably over the related performance period or from the date of issuance through the remaining life of the related franchise agreement. Franchise revenue also includes domestic initial franchise fees which are generally non-refundable and recognized by the Company as revenue upon the execution or opening of a new franchisee office to cover the upfront costs associated with opening the franchisee for business under one of Realogy’s brands. The Company also earns marketing fees from its franchisees and utilizes such fees to fund marketing campaigns on behalf of its franchisees. As such, brand marketing fund fees are recorded as deferred revenue when received and recognized into revenue as earned when these funds are spent on marketing activities. The balance for deferred brand marketing fund fees increased from $13 million at January 1, 2020 to $14 million at December 31, 2020 primarily due to additional fees received from franchisees, offset by amounts recognized into revenue matching expenses for marketing activities during the year ended December 31, 2020. International Franchisees The Company generally employs a master franchise model outside of the U.S., whereby it contracts with a qualified third party to build a franchise network in the country or region in which franchising rights have been granted, and enters into long-term franchise agreements (generally 25 years in duration) to receive an initial area development fee ("ADF") and ongoing royalties. Ongoing royalties are generally a percentage of the royalties received by the master franchisor from its franchisees with which it contracts and are recorded once the funds are received by the master franchisor. The ADFs that the Company collects are recorded as deferred revenue when received and are classified as current or non-current liabilities in the Consolidated Balance Sheets based on the expected timing of revenue recognition. ADFs are 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. The balance for deferred ADFs decreased from $48 million at January 1, 2020 to $43 million at December 31, 2020 due to $7 million of revenues recognized during the year ended December 31, 2020 that were included in the deferred revenue balance at the beginning of the period, partially offset by $2 million of additional area development fees received during the year ended December 31, 2020. In addition, the Company recognizes a deferred asset for commissions paid to Realogy franchise sales employees upon the sale of a new franchise as these are considered costs of obtaining a contract with a customer that are expected to provide benefits to the Company for longer than one year. The Company classifies prepaid commissions as current or non-current assets in the Consolidated Balance Sheets based on the expected timing of expense recognition. The amount of commissions is calculated as a percentage of the anticipated gross commission income of the new franchisee or ADF and is amortized over 30 years for domestic franchise agreements or the agreement term for international franchise agreements (generally 25 years). The amount of prepaid commissions was $25 million and $24 million at December 31, 2020 and 2019, respectively. Lead Generation Programs Through Realogy Leads Group, a part of Realogy Franchise Group, the Company provides leads through real estate benefit programs that provide home-buying and selling assistance to members of organizations such as credit unions and interest groups that have established members who are buying or selling a home as well as to consumers and corporations who have expressed interest in a certain brand, product or service (such as relocation services), including those offered by Realogy. Realogy Leads Group also directs the Company's broker-to-broker business, which generates leads by brokers affiliated with one of its customized agent and brokerage networks, including the Realogy Advantage Brokerage Network. The networks consist of real estate brokers, including company owned brokerage operations, select franchisees and independent real estate brokers who have been approved to become members. Member brokers of the networks receive leads from the Company's real estate benefit programs (including via Cartus Relocation Services) and each other in exchange for a fee paid to Realogy Leads Group. Network fees are billed in advance and recognized into revenue on a straight-line basis each month during the membership period. The balance for deferred network fees decreased from $3 million at January 1, 2020 to zero at December 31, 2020 due to $7 million of revenues recognized during the year that were included in the deferred revenue balance at the beginning of the period, partially offset by a $4 million increase related to new network fees. Cartus Relocation Services Through Cartus Relocation Services, a part of Realogy Franchise Group, the Company offers a broad range of employee relocation services to clients designed to manage all aspects of transferring their employees ("transferees"). These services include, but are not limited to, homesale assistance, relocation policy counseling and group move management services, expense processing and relocation-related accounting, and visa and immigration support. The Company also arranges household goods moving services and provides support for all aspects of moving a transferee's household goods. There are a number of different revenue streams associated with relocation services including fees earned from real estate brokers and household goods moving companies that provide services to the transferee which are recognized at a point in time at the completion of services. The Company earns revenues from outsourcing management fees charged to clients that may cover several of the relocation services listed above, according to the clients' specific needs. Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type. The balance for deferred outsourcing management fees decreased from $4 million on January 1, 2020 to $3 million on December 31, 2020 due to $41 million of revenues recognized during the year as performance obligations were satisfied, mostly offset by a $40 million increase primarily related to additions for management fees billed on new relocation files in advance of the Company satisfying its performance obligation. Furthermore, Cartus Relocation Services continues to provide value through the generation of leads to real estate agent and brokerage participants in the networks maintained by Realogy Leads Group, which drives downstream revenue for our businesses. The Company also earns net interest income which represents interest earned from clients on the funds it advances on behalf of the transferring employee net of costs associated with the securitization obligations used to finance these payments, which is recorded within other revenue in the accompanying Consolidated Statements of Operations. Realogy Brokerage Group As an owner-operator of real estate brokerages, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue at a point in time which is upon the closing of a real estate transaction (i.e., purchase or sale of a home). These revenues are referred to as gross commission income. The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as the commission and other agent-related costs line item on the accompanying Consolidated Statements of Operations. The Company has relationships with developers, primarily in major cities, to provide marketing and brokerage services in new developments. New development closings generally have a development period of between 18 and 24 months from contracted date to closing. In some cases, the Company receives advanced commissions which are recorded as deferred revenue when received and recognized as revenue when units within the new development close. The balance of advanced commissions related to developments remained flat at $9 million at January 1, 2020 and December 31, 2020 due to a $2 million increase related to additional commissions received for new developments, offset by a $2 million decrease as a result of revenues recognized on units closed. Realogy Title Group The Company provides title and closing services, which include title search procedures for title insurance policies, homesale escrow and other closing services. Title revenues and title and closing service fees are recorded at a point in time which occurs at the time a homesale transaction or refinancing closes. The Company also serves as an underwriter of title insurance policies in connection with residential and commercial real estate transactions under its title insurance business, insuring clear title and ownership for the lender and buyer in homesale transactions. The Company's clients include unaffiliated title agencies as well as title agencies that are a part of Realogy Title Group. For unaffiliated agents, policy premium revenue is recognized on a gross basis (before deduction of agent commission) upon notice of policy issuance from the agent. For affiliated title agents, the incremental policy premium revenue is recognized upon the effective date of the title policy as the agent commission revenue is already recognized by the affiliated title agent. Contract Balances (Deferred Revenue) The following table shows the change in the Company's contract liabilities related to revenue contracts by reportable segment for the period: Year Ended December 31, 2020 Beginning Balance at January 1, 2020 Additions during the period Recognized as Revenue during the period Ending Balance at December 31, 2020 Realogy Franchise Group (a) $ 80 $ 147 $ (157) $ 70 Realogy Brokerage Group 13 3 (4) 12 Total $ 93 $ 150 $ (161) $ 82 _______________ (a) Revenues recognized include intercompany marketing fees paid by Realogy Brokerage Group. The majority of the Company's contracts are transactional in nature or have a duration of one-year or less. Accordingly, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. |
Leases Lessee Disclosure (Table
Leases Lessee Disclosure (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Supplemental Lease Balance Sheet Info | Supplemental balance sheet information related to the Company's leases was as follows: Lease Type Balance Sheet Classification December 31, 2020 December 31, 2019 Assets: Operating lease assets Operating lease assets, net $ 450 $ 550 Finance lease assets (a) Property and equipment, net 40 42 Total lease assets, net $ 490 $ 592 Liabilities: Current: Operating lease liabilities Current portion of operating lease liabilities $ 129 $ 128 Finance lease liabilities Accrued expenses and other current liabilities 13 13 Non-current: Operating lease liabilities Long-term operating lease liabilities 430 496 Finance lease liabilities Other non-current liabilities 19 22 Total lease liabilities $ 591 $ 659 Weighted Average Lease Term and Discount Rate Weighted average remaining lease term (years): Operating leases 5.9 6.2 Finance leases 2.8 3.1 Weighted average discount rate: Operating leases 4.6 % 5.1 % Finance leases 3.7 % 4.1 % _______________ (a) Finance lease assets are recorded net of accumulated amortization of $40 million and $39 million at December 31, 2020 and 2019, respectively. |
Lease Liability Maturity Table | As of December 31, 2020, maturities of lease liabilities by fiscal year were as follows: Maturity of Lease Liabilities Operating Leases Finance Leases Total 2021 $ 149 $ 13 $ 162 2022 132 10 142 2023 102 7 109 2024 81 3 84 2025 56 1 57 Thereafter 122 — 122 Total lease payments 642 34 676 Less: Interest 83 2 85 Present value of lease liabilities $ 559 $ 32 $ 591 |
Lease, Cost | Supplemental income statement information related to the Company's leases is as follows: Year Ended Year Ended Lease Costs December 31, 2020 December 31, 2019 Operating lease costs $ 150 $ 165 Finance lease costs: Amortization of leased assets 12 13 Interest on lease liabilities 2 2 Other lease costs (a) 24 28 Impairment (b) 46 12 Less: Sublease income, gross 2 3 Net lease cost $ 232 $ 217 _______________ (a) Primarily consists of variable lease costs. (b) Impairment charges relate to the exit and sublease of certain real estate operating leases. As of December 31, 2020, the Company impaired or restructured approximately 1 million square feet which included its corporate headquarters in Madison, New Jersey and the relocation operations' main corporate location in Danbury, Connecticut resulting in additional impairment charges and restructuring charges. See Note 12, "Restructuring Costs", for further discussion. |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information related to leases was as follows: Year Ended Year Ended December 31, 2020 December 31, 2019 Supplemental cash flow information: Operating cash flows from operating leases $ 165 $ 162 Operating cash flows from finance leases 2 2 Financing cash flows from finance leases 14 15 Supplemental non-cash information: Lease assets obtained in exchange for lease obligations: Operating leases $ 103 $ 153 Finance leases 11 18 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |
Disaggregation of Revenue | The Company's revenue is disaggregated by major revenue categories on our Consolidated Statements of Operations and further disaggregated by business segment as follows: Years Ended December 31, 2020 vs December 31, 2019 Realogy Realogy Realogy Corporate Total 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 Gross commission income (a) $ — $ — $ 4,669 $ 4,330 $ — $ — $ — $ — $ 4,669 $ 4,330 Service revenue (b) 243 351 26 11 714 579 — — 983 941 Franchise fees (c) 725 668 — — — — (306) (282) 419 386 Other (d) 91 139 47 68 22 17 (10) (11) 150 213 Net revenues $ 1,059 $ 1,158 $ 4,742 $ 4,409 $ 736 $ 596 $ (316) $ (293) $ 6,221 $ 5,870 Years Ended December 31, 2019 vs December 31, 2018 Realogy Realogy Realogy Corporate Total 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Gross commission income (a) $ — $ — $ 4,330 $ 4,533 $ — $ — $ — $ — $ 4,330 $ 4,533 Service revenue (b) 351 374 11 9 579 564 — — 941 947 Franchise fees (c) 668 688 — — — — (282) (295) 386 393 Other (d) 139 136 68 65 17 16 (11) (11) 213 206 Net revenues $ 1,158 $ 1,198 $ 4,409 $ 4,607 $ 596 $ 580 $ (293) $ (306) $ 5,870 $ 6,079 _______________ (a) Gross commission income at Realogy Brokerage Group is recognized at a point in time at the closing of a homesale transaction. (b) Service revenue primarily consist of title and escrow fees at Realogy Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Realogy Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service. (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 includes brand marketing funds received at Realogy Franchise Group from franchisees, third-party listing fees in 2019 and 2018, and other miscellaneous revenues across all of the business segments. |
Contract with Customer, Asset and Liability | The following table shows the change in the Company's contract liabilities related to revenue contracts by reportable segment for the period: Year Ended December 31, 2020 Beginning Balance at January 1, 2020 Additions during the period Recognized as Revenue during the period Ending Balance at December 31, 2020 Realogy Franchise Group (a) $ 80 $ 147 $ (157) $ 70 Realogy Brokerage Group 13 3 (4) 12 Total $ 93 $ 150 $ (161) $ 82 _______________ (a) Revenues recognized include intercompany marketing fees paid by Realogy Brokerage Group. The majority of the Company's contracts are transactional in nature or have a duration of one-year or less. Accordingly, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Goodwill by reportable segment and changes in the carrying amount are as follows: Realogy Franchise Group Realogy Brokerage Group Realogy Total Company Balance at January 1, 2018 $ 2,652 $ 904 $ 154 $ 3,710 Goodwill acquired (a) — 2 — 2 Balance at December 31, 2018 2,652 906 154 3,712 Goodwill acquired (b) — — 1 1 Impairment (c) (16) (237) — (253) Balance at December 31, 2019 2,636 669 155 3,460 Goodwill acquired (d) — — 1 1 Goodwill reduction for sale of a business — (11) — (11) Impairment (e) (127) (413) — (540) Balance at December 31, 2020 $ 2,509 $ 245 $ 156 $ 2,910 Goodwill and accumulated impairment summary: Gross goodwill $ 3,956 $ 1,053 $ 480 $ 5,489 Accumulated impairments (f) (1,447) (808) (324) (2,579) Balance at December 31, 2020 $ 2,509 $ 245 $ 156 $ 2,910 _______________ (a) Goodwill acquired during the year ended December 31, 2018 relates to the acquisition of three real estate brokerage operations. (b) Goodwill acquired during the year ended December 31, 2019 relates to the acquisition of two title and settlement operations. (c) The Company recognized a goodwill impairment charge of $16 million during the fourth quarter of 2019 related to the reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocation Services which was presented as held for sale at December 31, 2019. The Company recognized a goodwill impairment charge of $237 million during the third quarter of 2019 related to Realogy Brokerage Group. (d) Goodwill acquired during the year ended December 31, 2020 relates to the acquisition of two title and settlement operations. (e) The Company recognized a goodwill impairment charge of $105 million related to reserves recorded during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020. Furthermore, the Company recognized an additional goodwill impairment charge of $22 million during the fourth quarter of 2020 related to Cartus Relocation Services. The Company recognized a goodwill impairment charge of $413 million during the first quarter of 2020 related to Realogy Brokerage Group. (f) Includes impairment charges which reduced goodwill by $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007. |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Table Text Block] | Intangible assets are as follows: As of December 31, 2020 As of December 31, 2019 Gross Accumulated Net Gross Accumulated Net Amortizable—Franchise agreements (a) $ 2,010 $ 922 $ 1,088 $ 2,019 $ 859 $ 1,160 Indefinite life—Trademarks (b)(c) $ 685 $ 685 $ 749 $ 749 Other Intangibles Amortizable—License agreements (d) $ 45 $ 13 $ 32 $ 45 $ 12 $ 33 Amortizable—Customer relationships (e) 509 376 133 545 378 167 Indefinite life—Title plant shares (f) 20 20 19 19 Amortizable—Other (g) 14 11 3 27 21 6 Total Other Intangibles $ 588 $ 400 $ 188 $ 636 $ 411 $ 225 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily related to real estate franchise brands and relocation tradenames which are expected to generate future cash flows for an indefinite period of time. (c) Realogy Franchise Group's trademarks was impaired by $30 million during first quarter of 2020 and Cartus Relocation Services trademarks was impaired by $34 million during the fourth 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 Franchise Group, Realogy Title Group and Realogy Brokerage Group. These relationships are being amortized over a period of 2 to 20 years. The Company recognized impairment charges of $18 million and $4 million during the years ended December 31, 2020 and 2019, respectively, related to Cartus Relocation Services, as well as an $18 million reduction for the sale of a business during the year ended December 31, 2020. (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. |
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Table Text Block] | Intangible asset amortization expense is as follows: For the Year Ended December 31, 2020 2019 2018 Franchise agreements $ 67 $ 67 $ 67 License agreements 1 1 1 Customer relationships 5 19 24 Other 4 6 5 Total $ 77 $ 93 $ 97 |
Franchising and Marketing Act_2
Franchising and Marketing Activities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Franchising and Marketing Activities [Abstract] | |
Schedule of the Number of Franchised and Company Owned Outlets in Operation [Table Text Block] | The number of franchised and company owned offices in operation are as follows: (Unaudited) As of December 31, 2020 2019 2018 Franchised (domestic and international): Century 21 ® 13,222 11,640 9,637 ERA ® 2,318 2,301 2,331 Coldwell Banker ® 2,263 2,323 2,380 Coldwell Banker Commercial ® 168 159 171 Sotheby’s International Realty ® 952 962 949 Better Homes and Gardens ® Real Estate 389 391 362 Corcoran ® 74 — — Total Franchised 19,386 17,776 15,830 Company owned: Coldwell Banker ® 605 634 672 Sotheby’s International Realty ® 39 37 41 Corcoran ® 29 42 42 Total Company Owned 673 713 755 |
Schedule of the Changes in the Number of Franchised and Company Owned Outlets [Table Text Block] | The number of franchised and company owned offices (in the aggregate) changed as follows: (Unaudited) For the Year Ended December 31, 2020 2019 2018 Franchised (domestic and international): Beginning balance 17,776 15,830 14,039 Additions 2,109 2,399 2,149 Terminations (499) (453) (358) Ending balance 19,386 17,776 15,830 Company owned: Beginning balance 713 755 789 Additions 5 4 8 Closures (45) (46) (42) Ending balance 673 713 755 |
Property and Equipment, Net P_2
Property and Equipment, Net Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consisted of: December 31, 2020 2019 Furniture, fixtures and equipment $ 188 $ 193 Capitalized software 444 451 Finance lease assets 80 80 Building and leasehold improvements 300 307 Land 3 3 Gross property and equipment 1,015 1,034 Less: accumulated depreciation (698) (692) Property and equipment, net $ 317 $ 342 |
Accrued Expenses And Other Cu_2
Accrued Expenses And Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: December 31, 2020 2019 Accrued payroll and related employee costs $ 239 $ 114 Advances from clients 65 19 Accrued volume incentives 46 35 Accrued commissions 48 32 Restructuring accruals 16 15 Deferred income 46 51 Accrued interest 18 19 Current portion of finance lease liabilities 13 13 Due to former parent 19 18 Other 90 89 Total accrued expenses and other current liabilities $ 600 $ 405 |
Short and Long-Term Debt (Table
Short and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Total Indebtedness | Total indebtedness is as follows: December 31, 2020 2019 Senior Secured Credit Facility: Revolving Credit Facility $ — $ 190 Term Loan B 1,036 1,045 Term Loan A Facility: Term Loan A 681 714 7.625% Senior Secured Second Lien Notes 540 — 5.25% Senior Notes — 548 4.875% Senior Notes 406 405 9.375% Senior Notes 544 543 Total Short-Term & Long-Term Debt $ 3,207 $ 3,445 Securitization Obligations: Apple Ridge Funding LLC $ 102 $ 195 Cartus Financing Limited 4 11 Total Securitization Obligations $ 106 $ 206 |
Schedule of Debt | As of December 31, 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 $ — $ * $ — Term Loan B (3) February 2025 1,048 12 1,036 Term Loan A Facility: Term Loan A (4) February 2023 684 3 681 Senior Secured Second Lien Notes 7.625% June 2025 550 10 540 Senior Notes 4.875% June 2023 407 1 406 Senior Notes 9.375% April 2027 550 6 544 Total Short-Term & Long-Term Debt $ 3,239 $ 32 $ 3,207 Securitization obligations: (5) Apple Ridge Funding LLC (6) June 2021 102 * 102 Cartus Financing Limited (7) August 2021 4 * 4 Total Securitization Obligations $ 106 $ — $ 106 _______________ * The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets. (1) As of December 31, 2020, the $1,425 million Revolving Credit Facility had no outstanding borrowings and $42 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. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. On February 19, 2021, the Company had no outstanding borrowings under the Revolving Credit Facility and $42 million of outstanding undrawn letters of credit. (2) Interest rates with respect to revolving loans under the Senior Secured Credit Facility at December 31, 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 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. (3) The Term Loan B Facility 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 Facility 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%). See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and the January 2021 amendments to the Senior Secured Credit Facility and Term Loan A Facility. (4) The Term Loan A Facility provides for quarterly amortization payments, equal to 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 Facility due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A Facility 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 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. (5) Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. (6) As of December 31, 2020, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $98 million of available capacity. (7) Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of December 31, 2020, the Company had $21 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $17 million of available capacity. |
Schedule of Maturities of Long-term Debt | As of December 31, 2020, the combined aggregate amount of maturities for long-term borrowings for each of the next five years is as follows: Year Amount 2021 (a) $ 62 2022 81 2023 981 2024 11 2025 1,554 _______________ (a) The current portion of long term debt consists of four quarters of 2021 amortization payments totaling $51 million and $11 million for the Term Loan A Facility and Term Loan B Facility, respectively. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A 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% |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Expected Benefit Payments | Estimated future benefit payments as of December 31, 2020 are as follows: Year Amount 2021 $ 9 2022 9 2023 9 2024 9 2025 9 2026 through 2030 44 |
Schedule of Allocation of Plan Assets | The following table presents the fair values of plan assets by category as of December 31, 2020: Asset Category Quoted Price in Active Market for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Cash and cash equivalents $ 2 $ — $ — $ 2 Equity securities — 56 — 56 Fixed income securities — 51 — 51 Total $ 2 $ 107 $ — $ 109 The following table presents the fair values of plan assets by category as of December 31, 2019: Asset Category Quoted Price in Active Market for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Cash and cash equivalents $ 1 $ — $ — $ 1 Equity securities — 51 — 51 Fixed income securities — 48 — 48 Total $ 1 $ 99 $ — $ 100 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of pre-tax income (loss) for domestic and foreign operations | The components of pretax income for domestic and foreign operations consisted of the following: Year Ended December 31, 2020 2019 2018 Domestic $ (449) $ (171) $ 204 Foreign (11) — 1 Pretax (loss) income $ (460) $ (171) $ 205 |
Schedule of income tax provision | The components of income tax expense (benefit) consisted of the following: Year Ended December 31, 2020 2019 2018 Current: Federal $ (5) $ 3 $ (13) State 13 7 5 Foreign 2 1 2 Total current 10 11 (6) Deferred: Federal (66) 4 62 State (48) (1) 9 Foreign — — — Total deferred (114) 3 71 Income tax (benefit) expense $ (104) $ 14 $ 65 |
Schedule of effective income tax rate | A reconciliation of the Company’s effective income tax rate at the U.S. federal statutory rate of 21% to the actual expense was as follows: Year Ended December 31, 2020 2019 2018 Federal statutory rate 21 % 21 % 21 % State and local income taxes, net of federal tax benefits 3 6 6 Discontinued operations—establishment/reversal of deferred tax liability (a) 10 (26) — Non-deductible equity compensation (2) (4) 2 Non-deductible executive compensation (1) (1) 1 Goodwill impairment (7) (3) — Meals & entertainment — (1) 1 Uncertain tax positions — — (1) Net change in valuation allowance (1) — 2 Effective tax rate 23 % (8) % 32 % _______________ (a) See Note 1, "Basis of Presentation— Inclusion of Cartus Relocation Services in Continuing Operations" . This item reflects the tax impact from the 2019 recognition of gain on the pending sale of Cartus Relocation Services (previously recorded in discontinued operations) and the 2020 de-recognition of that gain. |
Schedule of deferred income tax assets and liabilities | Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the deferred income tax assets and liabilities, as of December 31, are as follows: 2020 2019 Deferred income tax assets: Net operating loss carryforwards $ 124 $ 177 Tax credit carryforwards 26 29 Accrued liabilities and deferred income 88 77 Operating leases 151 169 Minimum pension obligations 19 18 Provision for doubtful accounts 9 7 Liability for unrecognized tax benefits 1 1 Interest rate swaps 21 12 Total deferred tax assets 439 490 Less: valuation allowance (21) (17) Total deferred income tax assets after valuation allowance 418 473 Deferred income tax liabilities: Depreciation and amortization 553 704 Operating leases 119 146 Prepaid expenses 9 8 Basis difference in investment in joint ventures 11 2 Other 1 2 Total deferred tax liabilities 693 862 Net deferred income tax liabilities $ (275) $ (389) |
Schedule of the rollforward of unrecognized tax benefits | The rollforward of unrecognized tax benefits are summarized in the table below: Unrecognized tax benefits—January 1, 2018 $ 22 Reduction due to lapse of statute of limitations (2) Unrecognized tax benefits—December 31, 2018 20 Gross increases—tax positions in prior periods 1 Reduction due to lapse of statute of limitations (1) Unrecognized tax benefits—December 31, 2019 20 Reduction due to lapse of statute of limitations $ (1) Unrecognized tax benefits—December 31, 2020 $ 19 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The components of the restructuring charges for the years ended December 31, 2020, 2019 and 2018 were as follows: Years Ended December 31, 2020 2019 2018 Personnel-related costs (1) $ 20 $ 33 $ 25 Facility-related costs (2) 47 18 22 Internal use software impairment (3) — — 11 Other restructuring costs (4) — 1 — Total restructuring charges (5) $ 67 $ 52 $ 58 _______________ (1) Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. (2) Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. (3) Internal use software impairment relates to development costs capitalized for a project that was determined to not meet the Company's strategic goals when analyzed by the Company's leadership team. (4) Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities which are primarily included in the Corporate and Other business segment. (5) Restructuring charges for the year ended December 31, 2020 include $65 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. The year ended December 31, 2019 includes $47 million of expense related to the Facility and Operational Efficiencies Program and $5 million of expense primarily related to the Leadership Realignment and Other Restructuring Activities Program. The year ended December 31, 2018 includes costs primarily related to the Leadership Realignment and Other Restructuring Activities Program. |
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 $ 9 $ 5 $ 14 Restructuring charges (1) 20 45 65 Costs paid or otherwise settled (24) (28) (52) Balance at December 31, 2020 $ 5 $ 22 $ 27 _______________ (1) In addition, the Company incurred an additional $46 million of facility-related costs for lease asset impairments in connection with the Facility and Operational Efficiencies Program during the year ended December 31, 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 $ 54 $ 50 $ 4 Facility-related costs 113 61 52 Other restructuring costs 1 1 — Total $ 168 $ 112 $ 56 _______________ (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 $ 31 $ 28 $ 3 Realogy Brokerage Group 83 60 23 Realogy Title Group 6 6 — Corporate and Other 48 18 30 Total $ 168 $ 112 $ 56 |
Commitments And Contingencies_2
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments for Purchase Commitments and Licensing Fees | Future minimum payments for these purchase commitments and minimum licensing fees as of December 31, 2020 are as follows: Year Amount 2021 $ 80 2022 38 2023 34 2024 32 2025 22 Thereafter 229 Total $ 435 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted earnings (loss) per share: Year Ended December 31, (in millions, except per share data) 2020 2019 2018 Numerator: Net (loss) income attributable to Realogy Holdings shareholders $ (360) $ (188) $ 137 Denominator: Weighted average common shares outstanding (denominator for basic (loss) earnings per share calculation) 115.2 114.2 124.0 Dilutive effect of stock-based compensation (a) (b) — — 1.3 Weighted average common shares outstanding (denominator for diluted (loss) earnings per share calculation) 115.2 114.2 125.3 (Loss) earnings per share attributable to Realogy Holdings shareholders: Basic (loss) earnings per share $ (3.13) $ (1.65) $ 1.10 Diluted (loss) earnings per share $ (3.13) $ (1.65) $ 1.09 _______________ (a) The Company was in a net loss position for the years ended December 31, 2020 and December 31, 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 (see Note 13, "Stock-Based Compensation", for outstanding equity awards as of December 31, 2020). (b) The year ended December 31, 2018 excludes 6.9 million shares of common stock issuable for incentive equity awards which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. |
Risk Management and Fair Valu_2
Risk Management and Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Risk Management and Fair Value of Financial Instruments [Abstract] | |
Schedule of Derivative Instruments | 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 December 31, 2020 December 31, 2019 Interest rate swap contracts Other current and non-current liabilities 81 47 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The effect of derivative instruments on earnings was as follows: Derivative Instruments Not Location of Loss or (Gain) Recognized for Derivative Instruments Loss or (Gain) Recognized on Derivatives Year Ended December 31, 2020 2019 2018 Interest rate swap contracts Interest expense $ 51 $ 39 $ 4 Foreign exchange contracts Operating expense — — (1) |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes fair value measurements by level at December 31, 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) — 81 — 81 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 3 3 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 (2) Changes in fair value (reflected in general and administrative expenses) — Fair value of contingent consideration at December 31, 2020 $ 3 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | 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: December 31, 2020 December 31, 2019 Debt Principal Amount Estimated Principal Amount Estimated Senior Secured Credit Facility: Revolving Credit Facility $ — $ — $ 190 $ 190 Term Loan B Facility 1,048 1,032 1,058 1,048 Term Loan A Facility: Term Loan A 684 671 717 705 7.625 % Senior Secured Second Lien Notes 550 595 — — 5.25% Senior Notes — — 550 557 4.875% Senior Notes 407 415 407 401 9.375% Senior Notes 550 609 550 572 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Revenues | Revenues (a) Year Ended December 31, 2020 2019 2018 Realogy Franchise Group $ 1,059 $ 1,158 $ 1,198 Realogy Brokerage Group 4,742 4,409 4,607 Realogy Title Group 736 596 580 Corporate and Other (b) (316) (293) (306) Total Company $ 6,221 $ 5,870 $ 6,079 _______________ (a) Transactions between segments are eliminated in consolidation. Revenues for Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $316 million, $293 million and $306 million for the years ended December 31, 2020, 2019 and 2018, respectively. Such amounts are eliminated through the Corporate and Other line. (b) Includes the elimination of transactions between segments. |
Reconciliation of Operating EBITDA by Business segment to Net Income (Loss) | Set forth in the tables below is a reconciliation of Net (loss) income to Operating EBITDA and Operating EBITDA presented by reportable segment for the years ended December 31, 2020, 2019 and 2018: Year Ended December 31, 2020 2019 2018 Net (loss) income attributable to Realogy Holdings and Realogy Group $ (360) $ (188) $ 137 Income tax (benefit) expense (104) 14 65 (Loss) income before income taxes (464) (174) 202 Add: Depreciation and amortization (a) 186 195 197 Interest expense, net 246 250 190 Restructuring costs, net (b) 67 52 58 Impairments (c) 682 271 — Former parent legacy cost (d) 1 1 4 Loss (gain) on the early extinguishment of debt (d) 8 (5) 7 Operating EBITDA $ 726 $ 590 $ 658 Operating EBITDA Year Ended December 31, 2020 2019 2018 Realogy Franchise Group $ 594 $ 616 $ 650 Realogy Brokerage Group 48 4 44 Realogy Title Group 226 68 49 Corporate and Other (d)(e) (142) (98) (85) Total Company $ 726 $ 590 $ 658 ______________ (a) Depreciation and amortization for the year ended December 31, 2018 includes $2 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Consolidated Statement of Operations. (b) The year ended December 31, 2020 includes restructuring charges of $15 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $11 million at Corporate and Other. The year ended December 31, 2019 includes restructuring charges of $14 million at Realogy Franchise Group, $25 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $10 million at Corporate and Other. The year ended December 31, 2018 includes restructuring charges of $14 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $3 million at Corporate and Other. (c) Non-cash impairments for the year ended December 31, 2020 include: • a goodwill impairment charge of $413 million related to Realogy Brokerage Group during the first quarter of 2020; • an impairment charge of $30 million related to Realogy Franchise Group's trademarks during the first quarter of 2020; • $133 million of reserves recorded during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020; • a goodwill impairment charge of $22 million related to Cartus Relocations Services during the fourth quarter of 2020; • an impairment charge of $34 million related to Cartus Relocation Services' trademarks during the fourth quarter of 2020; and • other asset impairments of $50 million primarily related to lease asset impairments. Non-cash impairments for the year ended December 31, 2019 include a goodwill impairment charge of $237 million related to Realogy Brokerage Group, a $22 million reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocations Services which was presented as held for sale at December 31, 2019 and $12 million of other impairment charges primarily related to lease asset impairments. (d) Former parent legacy items and Loss (gain) on the early extinguishment of debt are recorded in Corporate and Other. (e) Includes the elimination of transactions between segments. |
Reconciliation of Depreciation and Amortization from Segments to Consolidated | Depreciation and Amortization Year Ended December 31, 2020 2019 2018 Realogy Franchise Group $ 87 $ 104 $ 110 Realogy Brokerage Group 59 54 51 Realogy Title Group 11 13 13 Corporate and Other 29 24 21 Total Company $ 186 $ 195 $ 195 |
Segment Assets | Segment Assets As of December 31, 2020 2019 Realogy Franchise Group $ 4,896 $ 5,273 Realogy Brokerage Group 932 1,448 Realogy Title Group 659 576 Corporate and Other 447 246 Total Company $ 6,934 $ 7,543 |
Reconciliation of Capital Expenditures from Segments to Consolidated | Capital Expenditures Year Ended December 31, 2020 2019 2018 Realogy Franchise Group $ 27 $ 32 $ 23 Realogy Brokerage Group 39 56 44 Realogy Title Group 9 10 11 Corporate and Other 20 21 27 Total Company $ 95 $ 119 $ 105 |
Geographic Segment Information | The geographic segment information provided below is classified based on the geographic location of the Company’s subsidiaries. United All Other Total On or for the year ended December 31, 2020 Net revenues $ 6,145 $ 76 $ 6,221 Total assets 6,878 56 6,934 Net property and equipment 316 1 317 On or for the year ended December 31, 2019 Net revenues $ 5,762 $ 108 $ 5,870 Total assets 7,470 73 7,543 Net property and equipment 341 1 342 On or for the year ended December 31, 2018 Net revenues $ 5,961 $ 118 $ 6,079 Total assets 7,214 76 7,290 Net property and equipment 302 2 304 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Unaudited Quarterly Financial Data | Provided below is selected unaudited quarterly financial data for 2020 and 2019. 2020 First Second Third Fourth Net revenues Realogy Franchise Group $ 220 $ 227 $ 314 $ 298 Realogy Brokerage Group 869 933 1,479 1,461 Realogy Title Group 137 160 213 226 Corporate and Other (a) (58) (65) (97) (96) Total Company $ 1,168 $ 1,255 $ 1,909 $ 1,889 (Loss) income before income taxes, equity in earnings and noncontrolling interests (b) Realogy Franchise Group $ 15 $ 42 $ 112 $ 84 Realogy Brokerage Group (493) (18) 32 1 Realogy Title Group (1) 21 36 25 Corporate and Other (133) (99) (98) (117) Total Company $ (612) $ (54) $ 82 $ (7) Net (loss) income attributable to Realogy Holdings and Realogy Group $ (462) $ (14) $ 98 $ 18 (Loss) earnings per share attributable to Realogy Holdings (c) : Basic (loss) earnings per share $ (4.03) $ (0.12) $ 0.85 $ 0.16 Diluted (loss) earnings per share (4.03) (0.12) 0.84 0.15 _______________ (a) Represents the elimination of transactions primarily between Realogy Franchise Group and Realogy Brokerage Group. (b) The quarterly results include the following: • restructuring charges of $12 million, $18 million, $17 million and $20 million in the first, second, third and fourth quarters, respectively; • a goodwill impairment charge of $413 million related to Realogy Brokerage Group and an impairment charge of $30 million related to Realogy Franchise Group's trademarks during the first quarter; • $30 million, $44 million and $59 million of reserves recorded during the three months ended March 31, 2020, June 30, 2020 and September 30, 2020, respectively, (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020; • a goodwill impairment charge of $22 million related to Cartus Relocation Services and an impairment charge of $34 million related to Cartus Relocation Services' trademarks during the fourth quarter; • $4 million, $19 million, $11 million and $16 million of other impairment charges primarily related to lease asset impairments incurred in the first, second, third and fourth quarters, respectively; • former parent legacy net cost of $1 million in the third quarter; and • a loss on the early extinguishment of debt of $8 million in the second quarter. (c) Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS (see Note 16, "Earnings (Loss) Per Share", for further information). 2019 First Second Third Fourth Net revenues Realogy Franchise Group $ 239 $ 331 $ 319 $ 269 Realogy Brokerage Group 816 1,331 1,222 1,040 Realogy Title Group 114 160 170 152 Corporate and Other (a) (55) (87) (82) (69) Total Company $ 1,114 $ 1,735 $ 1,629 $ 1,392 (Loss) income before income taxes, equity in earnings and noncontrolling interests (b) Realogy Franchise Group $ 66 $ 165 $ 161 $ 94 Realogy Brokerage Group (80) 25 (231) (38) Realogy Title Group (13) 22 21 7 Corporate and Other (108) (115) (92) (73) Total Company $ (135) $ 97 $ (141) $ (10) Net (loss) income attributable to Realogy Holdings and Realogy Group $ (99) $ 69 $ (113) $ (45) (Loss) earnings per share attributable to Realogy Holdings (c): Basic (loss) earnings per share $ (0.87) $ 0.60 $ (0.99) $ (0.39) Diluted (loss) earnings per share (0.87) 0.60 (0.99) $ (0.39) _______________ (a) Represents the elimination of transactions primarily between Realogy Franchise Group and Realogy Brokerage Group. (b) The quarterly results include the following : • restructuring charges of $12 million, $9 million, $11 million and $20 million in the first, second, third and fourth quarters, respectively; • a goodwill impairment charge of $237 million related to Realogy Brokerage Group during the third quarter; • a $22 million reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocations Services which was presented as held for sale at December 31, 2019; • $1 million, $2 million, $3 million and $6 million of other impairment charges primarily related to lease asset impairments incurred in the first, second, third and fourth quarters, respectively; • former parent legacy net cost of $1 million in the third quarter; and • a loss on the early extinguishment of debt of $5 million in the first quarter and a gain on the early extinguishment of debt of $10 million in the third quarter. (c) Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Senior Secured Leverage Ratio Requirements under 2021 Amendments | Fiscal Quarter Ending Senior Secured Leverage Ratio December 31, 2020 to June 30, 2021 5.25 to 1.00 September 30, 2021 to March 31, 2022 5.00 to 1.00 June 30, 2022 and thereafter 4.75 to 1.00 |
Supplemental Balance Sheet (Det
Supplemental Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Supplemental Balance Sheet [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current (Parenthetical) | $ 13 | $ 11 |
Business Description (Details)
Business Description (Details) | Dec. 31, 2020employees | Dec. 31, 2020franchisedandcompanyownedoffices | Dec. 31, 2020Countries | Dec. 31, 2020Brokerage_Offices | Dec. 31, 2019franchisedandcompanyownedoffices | Dec. 31, 2018franchisedandcompanyownedoffices | Dec. 31, 2017franchisedandcompanyownedoffices |
Number of Countries in which Entity Operates | Countries | 116 | ||||||
Realogy Brokerage Group | |||||||
Number of Independent Sales Associates | 53,100 | ||||||
Number of offices | 673 | 670 | 713 | 755 | 789 | ||
Worldwide | Realogy Franchise and Brokerage Groups | |||||||
Number of Independent Sales Associates | 320,700 | ||||||
Number of offices | franchisedandcompanyownedoffices | 20,100 | ||||||
United States | Realogy Franchise and Brokerage Groups | |||||||
Number of Independent Sales Associates | 190,700 | ||||||
Number of offices | Brokerage_Offices | 5,800 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2017 | ||||
Minimum ownership percentage for consolidation | 5000.00% | 5000.00% | ||||||||||||
Restricted Cash | $ 3 | $ 3 | $ 3 | $ 3 | ||||||||||
Advertising Expense | 157 | 197 | $ 207 | |||||||||||
Goodwill | 2,910 | 3,460 | 2,910 | 3,460 | 3,712 | $ 3,710 | ||||||||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 705 | 705 | ||||||||||||
Impairment of Goodwill | 540 | [1] | 253 | [2] | $ 1,279 | $ 507 | ||||||||
Indefinite life—Trademarks | ||||||||||||||
Indefinite-lived Intangible Assets (Excluding Goodwill) | [3],[4] | 685 | 749 | 685 | 749 | |||||||||
Realogy Brokerage Group | ||||||||||||||
Goodwill | 245 | 669 | 245 | 669 | 906 | 904 | ||||||||
Impairment of Goodwill | $ 413 | $ 237 | 413 | [1] | 237 | [2] | ||||||||
Realogy Franchise Group | ||||||||||||||
Goodwill | 2,509 | 2,636 | 2,509 | 2,636 | $ 2,652 | $ 2,652 | ||||||||
Impairment of Goodwill | 22 | $ 16 | $ 105 | $ 127 | [1] | $ 16 | [2] | |||||||
Realogy Franchise Group | Indefinite life—Trademarks | ||||||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 34 | $ 30 | ||||||||||||
Maximum | ||||||||||||||
Remaining maturity of highly-liquid investments | 3 months | |||||||||||||
[1] | The Company recognized a goodwill impairment charge of $105 million related to reserves recorded during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020. Furthermore, the Company recognized an additional goodwill impairment charge of $22 million during the fourth quarter of 2020 related to Cartus Relocation Services.The Company recognized a goodwill impairment charge of $413 million during the first quarter of 2020 related to Realogy Brokerage Group. | |||||||||||||
[2] | The Company recognized a goodwill impairment charge of $16 million during the fourth quarter of 2019 related to the reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocation Services which was presented as held for sale at December 31, 2019.The Company recognized a goodwill impairment charge of $237 million during the third quarter of 2019 related to Realogy Brokerage Group. | |||||||||||||
[3] | Primarily related to real estate franchise brands and relocation tradenames which are expected to generate future cash flows for an indefinite period of time. | |||||||||||||
[4] | Realogy Franchise Group's trademarks was impaired by $30 million during first quarter of 2020 and Cartus Relocation Services trademarks was impaired by $34 million during the fourth quarter of 2020. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Investments (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||
Income (Loss) from Equity Method Investments | $ (131) | $ (18) | $ 4 | |
Dividends received from unconsolidated entities | 101 | 3 | 3 | |
Payments to Acquire Equity Method Investments | $ 5 | 12 | 15 | |
Guaranteed Rate Affinity | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity Method Investment, Unowned Percentage | 50.10% | |||
Equity Method Investment, Ownership Percentage | 49.90% | |||
Equity Method Investments | $ 90 | 60 | ||
Income (Loss) from Equity Method Investments | (126) | (15) | 8 | |
Dividends received from unconsolidated entities | 96 | 0 | 0 | |
Payments to Acquire Equity Method Investments | 2 | 4 | ||
PHH Home Loans | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 49.90% | |||
Other Equity Method Investments | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity Method Investments | 10 | 9 | ||
Income (Loss) from Equity Method Investments | (5) | (3) | (4) | |
Dividends received from unconsolidated entities | $ 5 | $ 5 | $ 5 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 30 years | |
Leasehold Improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 20 years | |
Furniture and Fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Furniture and Fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized Computer Software, Net | $ 118 | $ 118 |
Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 1 year | |
Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years |
Leases Lessee Disclosure - Narr
Leases Lessee Disclosure - Narrative (Details) | Dec. 31, 2020real_estate_leases |
Real estate leases | |
Lessee, Lease, Description [Line Items] | |
Number of real estate leases | 1,200 |
Real estate leases | Maximum | |
Lessee, Lease, Description [Line Items] | |
Brokerage sales offices | 17 years |
Real estate leases | Minimum | |
Lessee, Lease, Description [Line Items] | |
Brokerage sales offices | 1 year |
Brokerage sales offices | Maximum | |
Lessee, Lease, Description [Line Items] | |
Brokerage sales offices | 5 years |
Brokerage sales offices | Minimum | |
Lessee, Lease, Description [Line Items] | |
Brokerage sales offices | 1 year |
Short-term lease | Maximum | |
Lessee, Lease, Description [Line Items] | |
Brokerage sales offices | 12 months |
Leases Lessee Disclosure - Supp
Leases Lessee Disclosure - Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee Disclosure [Abstract] | |||
Operating lease assets, net | $ 450 | $ 550 | |
Property and equipment, net | [1] | 40 | 42 |
Total lease assets, net | 490 | 592 | |
Current portion of operating lease liabilities | 129 | 128 | |
Current portion of finance lease liabilities | 13 | 13 | |
Long-term operating lease liabilities | 430 | 496 | |
Non-current portion of finance lease liabilities | 19 | 22 | |
Total lease liabilities | $ 591 | $ 659 | |
Operating Lease, Weighted Average Remaining Lease Term | 5 years 10 months 24 days | 6 years 2 months 12 days | |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 9 months 18 days | 3 years 1 month 6 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.60% | 5.10% | |
Finance Lease, Weighted Average Discount Rate, Percent | 3.70% | 4.10% | |
Finance lease asset, accumulated depreciation | $ (40) | $ (39) | |
[1] | Finance lease assets are recorded net of accumulated amortization of $40 million and $39 million at December 31, 2020 and 2019, respectively. |
Leases Lessee Disclosure - Leas
Leases Lessee Disclosure - Lease Liability Maturity Table (Details) $ in Millions | Dec. 31, 2020USD ($) |
Lessee Disclosure - Lease Maturity Table [Abstract] | |
Lessee, Liability, Payments, Due Next Twelve Months | $ 162 |
Lessee, Liability, Payments, Due Year Two | 142 |
Lessee, Liability, Payments, Due Year Three | 109 |
Lessee, Liability, Payments, Due Year Four | 84 |
Lessee, Liability, Payments, Due Year Five | 57 |
Lessee, Liability, Payments, Due after Year Five | 122 |
Lessee, Liability, Payments, Due | 676 |
Lease, Liability, Undiscounted Excess Amount | 85 |
Lease, Liability | 591 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | 149 |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 132 |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 102 |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 81 |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 56 |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 122 |
Lessee, Operating Lease, Liability, to be Paid | 642 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 83 |
Operating Lease, Liability | 559 |
Finance Lease, Liability, Payment, Due [Abstract] | |
Finance Lease, Liability, Payments, Due Next Twelve Months | 13 |
Finance Lease, Liability, Payments, Due Year Two | 10 |
Finance Lease, Liability, Payments, Due Year Three | 7 |
Finance Lease, Liability, Payments, Due Year Four | 3 |
Finance Lease, Liability, Payments, Due Year Five | 1 |
Finance Lease, Liability, Payments, Due after Year Five | 0 |
Finance Lease, Liability, Payment, Due | 34 |
Finance Lease, Liability, Undiscounted Excess Amount | 2 |
Finance Lease, Liability | $ 32 |
Leases Lessee Disclosure - Le_2
Leases Lessee Disclosure - Lease Costs (Details) ft² in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | ||
Lessee Disclosure - Lease Costs [Abstract] | |||
Operating Lease, Cost | $ 150 | $ 165 | |
Finance Lease, Right-of-Use Asset, Amortization | 12 | 13 | |
Finance Lease, Interest Expense | 2 | 2 | |
Variable Lease, Cost | [1] | 24 | 28 |
Operating Lease, Impairment Loss | [2] | 46 | 12 |
Sublease Income | 2 | 3 | |
Lease, Cost | $ 232 | $ 217 | |
Impaired or restructured lease | ft² | 1 | ||
[1] | Primarily consists of variable lease costs. | ||
[2] | Impairment charges relate to the exit and sublease of certain real estate operating leases. As of December 31, 2020, the Company impaired or restructured approximately 1 million square feet which included its corporate headquarters in Madison, New Jersey and the relocation operations' main corporate location in Danbury, Connecticut resulting in additional impairment charges and restructuring charges. See Note 12, "Restructuring Costs", for further discussion. |
Leases Lessee Disclosure - Su_2
Leases Lessee Disclosure - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Supplemental Disclosure of Cash Flow Information | |||
Operating cash flows from operating leases | $ 165 | $ 162 | |
Operating cash flows from finance leases | 2 | 2 | |
Financing cash flows from finance leases | 14 | 15 | |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 103 | 153 | |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 11 | $ 18 | $ 20 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | $ 1,889 | $ 1,909 | $ 1,255 | $ 1,168 | $ 1,392 | $ 1,629 | $ 1,735 | $ 1,114 | $ 6,221 | [1] | $ 5,870 | [1] | $ 6,079 | [1] | |||||||||
Realogy Franchise Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | 298 | 314 | 227 | 220 | 269 | 319 | 331 | 239 | 1,059 | [1] | 1,158 | [1] | 1,198 | [1] | |||||||||
Realogy Brokerage Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | 1,461 | 1,479 | 933 | 869 | 1,040 | 1,222 | 1,331 | 816 | 4,742 | [1] | 4,409 | [1] | 4,607 | [1] | |||||||||
Realogy Title Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | 226 | 213 | 160 | 137 | 152 | 170 | 160 | 114 | 736 | [1] | 596 | [1] | 580 | [1] | |||||||||
Corporate and Other | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | $ (96) | [2] | $ (97) | [2] | $ (65) | [2] | $ (58) | [2] | $ (69) | [3] | $ (82) | [3] | $ (87) | [3] | $ (55) | [3] | (316) | [1],[4] | (293) | [1],[4] | (306) | [1],[4] | |
Gross Commission Income | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [5] | 4,669 | 4,330 | 4,533 | |||||||||||||||||||
Gross Commission Income | Realogy Franchise Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [5] | 0 | 0 | 0 | |||||||||||||||||||
Gross Commission Income | Realogy Brokerage Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [5] | 4,669 | 4,330 | 4,533 | |||||||||||||||||||
Gross Commission Income | Realogy Title Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [5] | 0 | 0 | 0 | |||||||||||||||||||
Gross Commission Income | Corporate and Other | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [5] | 0 | 0 | 0 | |||||||||||||||||||
Service revenue | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [6] | 983 | 941 | 947 | |||||||||||||||||||
Service revenue | Realogy Franchise Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [6] | 243 | 351 | 374 | |||||||||||||||||||
Service revenue | Realogy Brokerage Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [6] | 26 | 11 | 9 | |||||||||||||||||||
Service revenue | Realogy Title Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [6] | 714 | 579 | 564 | |||||||||||||||||||
Service revenue | Corporate and Other | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [6] | 0 | 0 | 0 | |||||||||||||||||||
Franchise fees | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [7] | 419 | 386 | 393 | |||||||||||||||||||
Franchise fees | Realogy Franchise Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [7] | 725 | 668 | 688 | |||||||||||||||||||
Franchise fees | Realogy Brokerage Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [7] | 0 | 0 | 0 | |||||||||||||||||||
Franchise fees | Realogy Title Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [7] | 0 | 0 | 0 | |||||||||||||||||||
Franchise fees | Corporate and Other | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [7] | (306) | (282) | (295) | |||||||||||||||||||
Other | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [8] | 150 | 213 | 206 | |||||||||||||||||||
Other | Realogy Franchise Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [8] | 91 | 139 | 136 | |||||||||||||||||||
Other | Realogy Brokerage Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [8] | 47 | 68 | 65 | |||||||||||||||||||
Other | Realogy Title Group | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [8] | 22 | 17 | 16 | |||||||||||||||||||
Other | Corporate and Other | |||||||||||||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||||||||||||
Net revenues | [8] | $ (10) | $ (11) | $ (11) | |||||||||||||||||||
[1] | Transactions between segments are eliminated in consolidation. Revenues for Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $316 million, $293 million and $306 million for the years ended December 31, 2020, 2019 and 2018, respectively. Such amounts are eliminated through the Corporate and Other line. | ||||||||||||||||||||||
[2] | Represents the elimination of transactions primarily between Realogy Franchise Group and Realogy Brokerage Group. | ||||||||||||||||||||||
[3] | Represents the elimination of transactions primarily between Realogy Franchise Group and Realogy Brokerage Group. | ||||||||||||||||||||||
[4] | Includes the elimination of transactions between segments. | ||||||||||||||||||||||
[5] | Gross commission income at Realogy Brokerage Group is recognized at a point in time at the closing of a homesale transaction. | ||||||||||||||||||||||
[6] | Service revenue primarily consist of title and escrow fees at Realogy Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Realogy Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service. | ||||||||||||||||||||||
[7] | Franchise fees at Realogy Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). | ||||||||||||||||||||||
[8] | Other revenue includes brand marketing funds received at Realogy Franchise Group from franchisees, third-party listing fees in 2019 and 2018, and other miscellaneous revenues across all of the business segments. |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | ||
Deferred Revenue Arrangement [Line Items] | |||||
Royalty Rate | 600.00% | ||||
Deferred Revenue | $ 82 | $ 82 | $ 93 | ||
Deferred Revenue, Revenue Recognized | 161 | ||||
Movement in Deferred Revenue [Roll Forward] | |||||
Additions during the period | 150 | ||||
Recognized as Revenue during the period | (161) | ||||
Ending Balance at December 31, 2020 | 82 | ||||
Realogy Franchise Group | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Deferred Revenue | [1] | 70 | 70 | 80 | |
Deferred Revenue, Revenue Recognized | [1] | 157 | |||
Deferred Sales Commission | 25 | $ 24 | |||
Movement in Deferred Revenue [Roll Forward] | |||||
Additions during the period | [1] | 147 | |||
Recognized as Revenue during the period | [1] | (157) | |||
Ending Balance at December 31, 2020 | [1] | 70 | |||
Realogy Franchise Group | Brand Marketing Fees | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Deferred Revenue | 14 | 14 | 13 | ||
Movement in Deferred Revenue [Roll Forward] | |||||
Ending Balance at December 31, 2020 | 14 | ||||
Realogy Franchise Group | Area Development Fees | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Deferred Revenue | 43 | 43 | 48 | ||
Deferred Revenue, Revenue Recognized | 7 | ||||
Movement in Deferred Revenue [Roll Forward] | |||||
Additions during the period | 2 | ||||
Recognized as Revenue during the period | (7) | ||||
Ending Balance at December 31, 2020 | 43 | ||||
Realogy Franchise Group | Network Fees | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Deferred Revenue | 0 | 0 | 3 | ||
Deferred Revenue, Revenue Recognized | 7 | ||||
Movement in Deferred Revenue [Roll Forward] | |||||
Additions during the period | 4 | ||||
Recognized as Revenue during the period | (7) | ||||
Ending Balance at December 31, 2020 | 0 | ||||
Realogy Franchise Group | Outsourcing Management Fees | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Deferred Revenue | 3 | 3 | 4 | ||
Deferred Revenue, Revenue Recognized | 41 | ||||
Movement in Deferred Revenue [Roll Forward] | |||||
Additions during the period | 40 | ||||
Recognized as Revenue during the period | (41) | ||||
Ending Balance at December 31, 2020 | 3 | ||||
Realogy Brokerage Group | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Deferred Revenue | 12 | 12 | 13 | ||
Deferred Revenue, Revenue Recognized | 4 | ||||
Movement in Deferred Revenue [Roll Forward] | |||||
Additions during the period | 3 | ||||
Recognized as Revenue during the period | (4) | ||||
Ending Balance at December 31, 2020 | 12 | ||||
Realogy Brokerage Group | New Development Business | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Deferred Revenue | 9 | $ 9 | $ 9 | ||
Deferred Revenue, Revenue Recognized | 2 | ||||
Movement in Deferred Revenue [Roll Forward] | |||||
Additions during the period | 2 | ||||
Recognized as Revenue during the period | (2) | ||||
Ending Balance at December 31, 2020 | $ 9 | ||||
Minimum | Realogy Brokerage Group | |||||
Deferred Revenue Arrangement [Line Items] | |||||
New Development Period | 18 months | ||||
Maximum | Realogy Brokerage Group | |||||
Deferred Revenue Arrangement [Line Items] | |||||
New Development Period | 24 months | ||||
International Franchise Rights | Realogy Franchise Group | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Amortization period | 25 years | ||||
Franchise Rights | Realogy Franchise Group | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Amortization period | 30 years | ||||
[1] | Revenues recognized include intercompany marketing fees paid by Realogy Brokerage Group. |
Intangible Assets Goodwill (Det
Intangible Assets Goodwill (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)real_estate_brokerage_operations | Dec. 31, 2019USD ($)real_estate_brokerage_operations | Dec. 31, 2018USD ($)real_estate_brokerage_operations | Dec. 31, 2008USD ($) | Dec. 31, 2007USD ($) | Dec. 31, 2020USD ($) | |||||
Goodwill and Intangible Asset Impairment [Abstract] | |||||||||||||||
Impairment of Goodwill | $ 540 | [1] | $ 253 | [2] | $ 1,279 | $ 507 | |||||||||
Goodwill [Roll Forward] | |||||||||||||||
Goodwill Balance, beginning of period | $ 3,460 | $ 3,460 | 3,460 | 3,712 | $ 3,710 | ||||||||||
Goodwill acquired | 1 | [3] | 1 | [4] | 2 | [5] | |||||||||
Goodwill reduction for sale of a business | (11) | ||||||||||||||
Goodwill, Impairment Loss | (540) | [1] | (253) | [2] | $ (1,279) | $ (507) | |||||||||
Goodwill Balance, end of period | $ 2,910 | $ 3,460 | 2,910 | 3,460 | 3,712 | ||||||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||||||||||||
Gross goodwill | $ 5,489 | ||||||||||||||
Accumulated impairments (f) | [6] | (2,579) | |||||||||||||
Balance at December 31, 2020 | 2,910 | 3,460 | 3,460 | 3,460 | 3,460 | 3,712 | 3,712 | 2,910 | |||||||
Realogy Franchise Group | |||||||||||||||
Goodwill and Intangible Asset Impairment [Abstract] | |||||||||||||||
Impairment of Goodwill | 22 | 16 | 105 | 127 | [1] | 16 | [2] | ||||||||
Goodwill [Roll Forward] | |||||||||||||||
Goodwill Balance, beginning of period | 2,636 | 2,636 | 2,636 | 2,652 | 2,652 | ||||||||||
Goodwill acquired | 0 | [3] | 0 | [4] | 0 | [5] | |||||||||
Goodwill reduction for sale of a business | 0 | ||||||||||||||
Goodwill, Impairment Loss | (22) | (16) | (105) | (127) | [1] | (16) | [2] | ||||||||
Goodwill Balance, end of period | 2,509 | 2,636 | 2,509 | 2,636 | 2,652 | ||||||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||||||||||||
Gross goodwill | 3,956 | ||||||||||||||
Accumulated impairments (f) | [6] | (1,447) | |||||||||||||
Balance at December 31, 2020 | 2,509 | 2,636 | 2,636 | 2,636 | 2,509 | 2,636 | 2,652 | 2,509 | |||||||
Realogy Franchise Group | Amortizable—Customer relationships | |||||||||||||||
Goodwill and Intangible Asset Impairment [Abstract] | |||||||||||||||
Impairment of Intangible Assets, Finite-lived | 18 | 4 | |||||||||||||
Realogy Franchise Group | Indefinite life—Trademarks | |||||||||||||||
Goodwill and Intangible Asset Impairment [Abstract] | |||||||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 34 | 30 | |||||||||||||
Realogy Brokerage Group | |||||||||||||||
Goodwill and Intangible Asset Impairment [Abstract] | |||||||||||||||
Impairment of Goodwill | 413 | $ 237 | 413 | [1] | 237 | [2] | |||||||||
Goodwill [Roll Forward] | |||||||||||||||
Goodwill Balance, beginning of period | 669 | 669 | 669 | 906 | 904 | ||||||||||
Goodwill acquired | 0 | [3] | 0 | [4] | 2 | [5] | |||||||||
Goodwill reduction for sale of a business | (11) | ||||||||||||||
Goodwill, Impairment Loss | (413) | $ (237) | (413) | [1] | (237) | [2] | |||||||||
Goodwill Balance, end of period | 245 | 669 | 245 | 669 | 906 | ||||||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||||||||||||
Gross goodwill | 1,053 | ||||||||||||||
Accumulated impairments (f) | [6] | (808) | |||||||||||||
Balance at December 31, 2020 | 245 | 669 | 669 | 669 | 245 | 669 | $ 906 | 245 | |||||||
Number of Businesses Acquired | real_estate_brokerage_operations | 3 | ||||||||||||||
Realogy Title Group | |||||||||||||||
Goodwill and Intangible Asset Impairment [Abstract] | |||||||||||||||
Impairment of Goodwill | 0 | [1] | 0 | [2] | |||||||||||
Goodwill [Roll Forward] | |||||||||||||||
Goodwill Balance, beginning of period | 155 | 155 | 155 | 154 | $ 154 | ||||||||||
Goodwill acquired | 1 | [3] | 1 | [4] | 0 | [5] | |||||||||
Goodwill reduction for sale of a business | 0 | ||||||||||||||
Goodwill, Impairment Loss | 0 | [1] | 0 | [2] | |||||||||||
Goodwill Balance, end of period | 156 | 155 | 156 | 155 | 154 | ||||||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | |||||||||||||||
Gross goodwill | 480 | ||||||||||||||
Accumulated impairments (f) | [6] | (324) | |||||||||||||
Balance at December 31, 2020 | $ 156 | $ 155 | $ 155 | $ 155 | $ 156 | $ 155 | $ 154 | $ 156 | |||||||
Number of Businesses Acquired | real_estate_brokerage_operations | 2 | 2 | |||||||||||||
[1] | The Company recognized a goodwill impairment charge of $105 million related to reserves recorded during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020. Furthermore, the Company recognized an additional goodwill impairment charge of $22 million during the fourth quarter of 2020 related to Cartus Relocation Services.The Company recognized a goodwill impairment charge of $413 million during the first quarter of 2020 related to Realogy Brokerage Group. | ||||||||||||||
[2] | The Company recognized a goodwill impairment charge of $16 million during the fourth quarter of 2019 related to the reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocation Services which was presented as held for sale at December 31, 2019.The Company recognized a goodwill impairment charge of $237 million during the third quarter of 2019 related to Realogy Brokerage Group. | ||||||||||||||
[3] | Goodwill acquired during the year ended December 31, 2020 relates to the acquisition of two title and settlement operations. | ||||||||||||||
[4] | Goodwill acquired during the year ended December 31, 2019 relates to the acquisition of two title and settlement operations. | ||||||||||||||
[5] | Goodwill acquired during the year ended December 31, 2018 relates to the acquisition of three real estate brokerage operations. | ||||||||||||||
[6] | Includes impairment charges which reduced goodwill by $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007. |
Intangible Assets Intangible As
Intangible Assets Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount of indefinite-lived intangible assets | $ 705 | $ 705 | |||
Gross carrying amount of total other intangibles | 588 | 588 | $ 636 | ||
Accumulated Amortization | 400 | 400 | 411 | ||
Net carrying amount of finite-lived and indefinite-lived intangible assets | 188 | 188 | 225 | ||
Indefinite life—Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount of indefinite-lived intangible assets | [1],[2] | 685 | 685 | 749 | |
Indefinite life—Title plant shares | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount of indefinite-lived intangible assets | [3] | 20 | 20 | 19 | |
Amortizable—Franchise agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | [4] | 2,010 | 2,010 | 2,019 | |
Accumulated Amortization | [4] | 922 | 922 | 859 | |
Net carrying amount of finite-lived intangible assets | [4] | 1,088 | 1,088 | 1,160 | |
Amortizable—License agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | [5] | 45 | 45 | 45 | |
Accumulated Amortization | [5] | 13 | 13 | 12 | |
Net carrying amount of finite-lived intangible assets | [5] | 32 | $ 32 | 33 | |
Amortization period | 50 years | ||||
Amortizable—Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | [6] | 509 | $ 509 | 545 | |
Accumulated Amortization | [6] | 376 | 376 | 378 | |
Net carrying amount of finite-lived intangible assets | [6] | 133 | 133 | 167 | |
Amortizable—Other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | [7] | 14 | 14 | 27 | |
Accumulated Amortization | [7] | 11 | 11 | 21 | |
Net carrying amount of finite-lived intangible assets | [7] | 3 | $ 3 | 6 | |
Minimum | Amortizable—Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 2 years | ||||
Minimum | Amortizable—Other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 5 years | ||||
Maximum | Amortizable—Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 20 years | ||||
Maximum | Amortizable—Other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 10 years | ||||
Realogy Franchise Group | Indefinite life—Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 34 | $ 30 | |||
Realogy Franchise Group | Amortizable—Franchise agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 30 years | ||||
Realogy Franchise Group | Amortizable—Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of Intangible Assets, Finite-lived | $ 18 | $ 4 | |||
Realogy Brokerage Group | Amortizable—Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 18 | ||||
[1] | Primarily related to real estate franchise brands and relocation tradenames which are expected to generate future cash flows for an indefinite period of time. | ||||
[2] | Realogy Franchise Group's trademarks was impaired by $30 million during first quarter of 2020 and Cartus Relocation Services trademarks was impaired by $34 million during the fourth 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 Franchise Group, Realogy Title Group and Realogy Brokerage Group. These relationships are being amortized over a period of 2 to 20 years. The Company recognized impairment charges of $18 million and $4 million during the years ended December 31, 2020 and 2019, respectively, related to Cartus Relocation Services, as well as an $18 million reduction for the sale of a business during the year ended December 31, 2020. | ||||
[7] | Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years. |
Intangible Assets Amortization
Intangible Assets Amortization Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | $ 77 | $ 93 | $ 97 |
Expected amortization expense for 2021 | 87 | ||
Expected amortization expense for 2022 | 86 | ||
Expected amortization expense for 2023 | 86 | ||
Expected amortization expense for 2024 | 85 | ||
Expected amortization expense for 2025 | 85 | ||
Expected amortization expense thereafter | 827 | ||
Amortizable—Franchise agreements | |||
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | 67 | 67 | 67 |
Amortizable—License agreements | |||
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | 1 | 1 | 1 |
Amortizable—Customer relationships | |||
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | 5 | 19 | 24 |
Amortizable—Other | |||
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Line Items] | |||
Amortization of Intangible Assets | $ 4 | $ 6 | $ 5 |
Franchising and Marketing Act_3
Franchising and Marketing Activities (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2020USD ($)franchisedandcompanyownedoffices | Dec. 31, 2019USD ($)Countriesfranchisedandcompanyownedoffices | Dec. 31, 2018USD ($)Countriesfranchisedandcompanyownedoffices | Dec. 31, 2020Brokerage_Offices | Dec. 31, 2017franchisedandcompanyownedoffices | |
Franchisor Disclosure [Line Items] | |||||
Initial franchise and area development fees | $ | $ 7 | $ 9 | $ 6 | ||
Annual volume incentives from Real Estate Franchisees | $ | 63 | 50 | 52 | ||
Brand Marketing Fund Revenue | $ | $ 69 | $ 90 | $ 86 | ||
Franchised (domestic and international): | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 19,386 | 17,776 | 15,830 | 14,039 | |
Franchised (domestic and international): | Century 21® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 13,222 | 11,640 | 9,637 | ||
Franchised (domestic and international): | ERA® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 2,318 | 2,301 | 2,331 | ||
Franchised (domestic and international): | Coldwell Banker® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 2,263 | 2,323 | 2,380 | ||
Franchised (domestic and international): | Coldwell Banker Commercial® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 168 | 159 | 171 | ||
Franchised (domestic and international): | Sotheby’s International Realty® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 952 | 962 | 949 | ||
Franchised (domestic and international): | Better Homes and Gardens® Real Estate | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 389 | 391 | 362 | ||
Franchised (domestic and international): | Corcoran® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 74 | 0 | 0 | ||
Company owned: | |||||
Franchisor Disclosure [Line Items] | |||||
Royalty expense | $ | $ (306) | $ (282) | $ (295) | ||
Marketing and Advertising Expense | $ | $ (10) | $ (11) | $ (11) | ||
Number of offices | 673 | 713 | 755 | 670 | 789 |
Company owned: | Coldwell Banker® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 605 | 634 | 672 | ||
Company owned: | Sotheby’s International Realty® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 39 | 37 | 41 | ||
Company owned: | Corcoran® | |||||
Franchisor Disclosure [Line Items] | |||||
Number of offices | 29 | 42 | 42 |
Franchising and Marketing Act_4
Franchising and Marketing Activities Change in the Number of Franchised and Brokerage Outlets (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2020USD ($)franchisedandcompanyownedoffices | Dec. 31, 2020USD ($)Brokerage_Offices | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)franchisedandcompanyownedoffices | Dec. 31, 2018USD ($)franchisedandcompanyownedoffices | |
Franchised (domestic and international): | |||||
Change in Number of Franchised and Company Owned Outlets [Roll Forward] | |||||
Beginning balance | 17,776 | 15,830 | 14,039 | ||
Additions | 2,109 | 2,399 | 2,149 | ||
Terminations/Closures | (499) | (453) | (358) | ||
Ending balance | 19,386 | 17,776 | 15,830 | ||
Company owned: | |||||
Change in Number of Franchised and Company Owned Outlets [Roll Forward] | |||||
Beginning balance | 713 | 755 | 789 | ||
Additions | 5 | 4 | 8 | ||
Terminations/Closures | (45) | (46) | (42) | ||
Ending balance | 673 | 670 | 713 | 755 | |
Franchisee Conversion Notes and Development Advance Notes | |||||
Change in Number of Franchised and Company Owned Outlets [Roll Forward] | |||||
Franchise conversion and development advance notes | $ | $ 155 | $ 155 | $ 155 | $ 134 | |
Forgiveness of franchise conversion and development advance notes | $ | $ 32 | $ 29 | $ 29 |
Property and Equipment, Net P_3
Property and Equipment, Net Property and Equipment, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,015 | $ 1,034 | |
Less: accumulated depreciation | (698) | (692) | |
Property and equipment, net | 317 | 342 | $ 304 |
Depreciation and amortization expense | 109 | 102 | $ 98 |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 188 | 193 | |
Capitalized software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 444 | 451 | |
Finance lease assets | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 80 | 80 | |
Building and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 300 | 307 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 3 | $ 3 |
Accrued Expenses And Other Cu_3
Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related employee costs | $ 239 | $ 114 |
Advances from clients | 65 | 19 |
Accrued volume incentives | 46 | 35 |
Accrued commissions | 48 | 32 |
Restructuring accruals | 16 | 15 |
Deferred income | 46 | 51 |
Accrued interest | 18 | 19 |
Current portion of finance lease liabilities | 13 | 13 |
Due to former parent | 19 | 18 |
Other | 90 | 89 |
Total accrued expenses and other current liabilities | $ 600 | $ 405 |
Short And Long-Term Debt Schedu
Short And Long-Term Debt Schedule of Total Indebtedness (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Short-Term & Long-Term Debt | $ 3,207 | $ 3,445 | |
Securitization obligations | 106 | 206 | |
Line of Credit | Revolving Credit Facility | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Line of Credit | 0 | [1],[2] | 190 |
Securitization obligation | Apple Ridge Funding LLC | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Securitization obligations | 102 | [3],[4] | 195 |
Securitization obligation | Cartus Financing Limited | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Securitization obligations | 4 | [4],[5] | 11 |
Secured Debt | Term Loan B | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Debt | 1,036 | [6] | 1,045 |
Secured Debt | Term Loan A | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Debt | 681 | [7] | 714 |
Secured Debt | 7.625% Senior Secured Second Lien Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Debt | 540 | 0 | |
Senior Notes | 5.25% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Debt | 0 | 548 | |
Senior Notes | 4.875% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Debt | 406 | 405 | |
Senior Notes | 9.375% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Long-term Debt | $ 544 | $ 543 | |
[1] | As of December 31, 2020, the $1,425 million Revolving Credit Facility had no outstanding borrowings and $42 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. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. On February 19, 2021, the Company had no outstanding borrowings under the Revolving Credit Facility and $42 million of outstanding undrawn letters of credit. | ||
[2] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at December 31, 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 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. | ||
[3] | As of December 31, 2020, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $98 million of available capacity. | ||
[4] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | ||
[5] | Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of December 31, 2020, the Company had $21 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $17 million of available capacity. | ||
[6] | The Term Loan B Facility provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B Facility is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and the January 2021 amendments to the Senior Secured Credit Facility and Term Loan A Facility. | ||
[7] | The Term Loan A Facility provides for quarterly amortization payments, equal to a percentage of the original principal amount of the Term Loan A, as follows: 0.625% per quarter from June 30, 2018 to March 31, 2020; 1.25% per quarter from June 30, 2020 to March 31, 2021; 1.875% per quarter from June 30, 2021 to March 31, 2022; and 2.50% per quarter for periods ending on or after June 30, 2022, with the balance of the Term Loan A Facility due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A Facility are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. |
Short And Long-Term Debt Sche_2
Short And Long-Term Debt Schedule of Debt (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||||
Dec. 31, 2020 | Feb. 19, 2021 | Feb. 05, 2021 | Feb. 04, 2021 | Jan. 11, 2021 | Dec. 31, 2019 | Feb. 28, 2018 | |||
Principal Amount | |||||||||
Long-term Debt, Gross | $ 3,239 | ||||||||
Securitization obligations | 106 | $ 206 | |||||||
Unamortized Discount and Debt Issuance Costs | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 32 | ||||||||
Net Amount | |||||||||
Total Short-Term & Long-Term Debt | 3,207 | 3,445 | |||||||
Securitization obligations | $ 106 | 206 | |||||||
LIBOR | |||||||||
Net Amount | |||||||||
Description of variable interest rate basis | LIBOR | ||||||||
ABR | |||||||||
Net Amount | |||||||||
Description of variable interest rate basis | ABR | ||||||||
Securitization obligation | |||||||||
Unamortized Discount and Debt Issuance Costs | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 0 | ||||||||
Revolving Credit Facility | Line of Credit | |||||||||
Principal Amount | |||||||||
Outstanding borrowings, short-term debt, line of credit facility | 0 | [1],[2] | 190 | ||||||
Net Amount | |||||||||
Outstanding borrowings, short-term debt, line of credit facility | 0 | [1],[2] | 190 | ||||||
Line of credit facility borrowing capacity | 1,425 | ||||||||
Long-term Line of Credit | $ 0 | [1],[2] | 190 | ||||||
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 | |||||||||
Net Amount | |||||||||
Debt Instrument, basis spread on variable rate | 2.00% | ||||||||
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 | |||||||||
Net Amount | |||||||||
Debt Instrument, basis spread on variable rate | 1.00% | ||||||||
Revolving Credit Facility | Line of Credit | Subsequent Event | |||||||||
Principal Amount | |||||||||
Outstanding borrowings, short-term debt, line of credit facility | $ 0 | ||||||||
Net Amount | |||||||||
Outstanding borrowings, short-term debt, line of credit facility | 0 | ||||||||
Long-term Line of Credit | 0 | ||||||||
Revolving Credit Facility | Letter of Credit | |||||||||
Principal Amount | |||||||||
Outstanding borrowings, short-term debt, line of credit facility | $ 42 | ||||||||
Net Amount | |||||||||
Outstanding borrowings, short-term debt, line of credit facility | 42 | ||||||||
Long-term Line of Credit | $ 42 | ||||||||
Revolving Credit Facility | Letter of Credit | Subsequent Event | |||||||||
Principal Amount | |||||||||
Outstanding borrowings, short-term debt, line of credit facility | 42 | ||||||||
Net Amount | |||||||||
Outstanding borrowings, short-term debt, line of credit facility | 42 | ||||||||
Long-term Line of Credit | $ 42 | ||||||||
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% | ||||||||
Term Loan B | Secured Debt | |||||||||
Principal Amount | |||||||||
Long-term Debt, Gross | $ 1,048 | [3] | 1,058 | $ 1,080 | |||||
Unamortized Discount and Debt Issuance Costs | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [3] | 12 | |||||||
Net Amount | |||||||||
Outstanding borrowings, long-term debt | $ 1,036 | [3] | 1,045 | ||||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | ||||||||
Term Loan A | Secured Debt | |||||||||
Principal Amount | |||||||||
Long-term Debt, Gross | $ 684 | [4] | 717 | $ 750 | |||||
Unamortized Discount and Debt Issuance Costs | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [4] | 3 | |||||||
Net Amount | |||||||||
Outstanding borrowings, long-term debt | $ 681 | [4] | 714 | ||||||
Term Loan A | Secured Debt | June 2018 to March 2020 | |||||||||
Net Amount | |||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 0.625% | ||||||||
Term Loan A | Secured Debt | June 2020 to March 2021 | |||||||||
Net Amount | |||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.25% | ||||||||
Term Loan A | Secured Debt | June 2021 to March 2022 | |||||||||
Net Amount | |||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.875% | ||||||||
Term Loan A | Secured Debt | June 2022 to February 2023 | |||||||||
Net Amount | |||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 2.50% | ||||||||
Term Loan A | Secured Debt | LIBOR | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | |||||||||
Net Amount | |||||||||
Debt Instrument, basis spread on variable rate | 2.00% | ||||||||
Term Loan A | Secured Debt | ABR | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | |||||||||
Net Amount | |||||||||
Debt Instrument, basis spread on variable rate | 1.00% | ||||||||
Term Loan A | Secured Debt | Subsequent Event | |||||||||
Principal Amount | |||||||||
Long-term Debt, Gross | $ 434 | ||||||||
7.625% Senior Secured Second Lien Notes | Secured Debt | |||||||||
Principal Amount | |||||||||
Long-term Debt, Gross | $ 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% | ||||||||
4.875% Senior Notes | Senior Notes | |||||||||
Principal Amount | |||||||||
Long-term Debt, Gross | $ 407 | 407 | |||||||
Unamortized Discount and Debt Issuance Costs | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 1 | ||||||||
Net Amount | |||||||||
Outstanding borrowings, long-term debt | $ 406 | 405 | |||||||
Interest Rate | 4.875% | ||||||||
9.375% Senior Notes | Senior Notes | |||||||||
Principal Amount | |||||||||
Long-term Debt, Gross | $ 550 | 550 | |||||||
Unamortized Discount and Debt Issuance Costs | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 6 | ||||||||
Net Amount | |||||||||
Outstanding borrowings, long-term debt | $ 544 | 543 | |||||||
Interest Rate | 9.375% | ||||||||
Apple Ridge Funding LLC | Securitization obligation | |||||||||
Principal Amount | |||||||||
Securitization obligations | $ 102 | [5],[6] | 195 | ||||||
Net Amount | |||||||||
Securitization obligations | 102 | [5],[6] | 195 | ||||||
Total capacity, securitization obligations | 200 | ||||||||
Available capacity, debt | 98 | ||||||||
Cartus Financing Limited | Securitization obligation | |||||||||
Principal Amount | |||||||||
Securitization obligations | 4 | [6],[7] | 11 | ||||||
Net Amount | |||||||||
Securitization obligations | 4 | [6],[7] | $ 11 | ||||||
Total capacity, securitization obligations | 21 | ||||||||
Available capacity, debt | $ 17 | ||||||||
5.75% Senior Notes | Senior Notes | Subsequent Event | |||||||||
Principal Amount | |||||||||
Long-term Debt, Gross | $ 900 | $ 300 | $ 600 | ||||||
Net Amount | |||||||||
Interest Rate | 5.75% | ||||||||
[1] | As of December 31, 2020, the $1,425 million Revolving Credit Facility had no outstanding borrowings and $42 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. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. On February 19, 2021, the Company had no outstanding borrowings under the Revolving Credit Facility and $42 million of outstanding undrawn letters of credit. | ||||||||
[2] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at December 31, 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 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. | ||||||||
[3] | The Term Loan B Facility 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 Facility 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%). See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and the January 2021 amendments to the Senior Secured Credit Facility and Term Loan A Facility. | ||||||||
[4] | The Term Loan A Facility provides for quarterly amortization payments, equal to 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 Facility due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A Facility 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 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. | ||||||||
[5] | As of December 31, 2020, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $98 million of available capacity. | ||||||||
[6] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | ||||||||
[7] | Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of December 31, 2020, the Company had $21 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $17 million of available capacity. |
Short And Long-Term Debt Debt M
Short And Long-Term Debt Debt Maturities Table (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 11, 2021 | ||
Maturities of Long-term Debt [Abstract] | ||||
2021 (a) | [1] | $ 62 | ||
2022 | 81 | |||
2023 | 981 | |||
2024 | 11 | |||
2025 | $ 1,554 | |||
Long-term Debt Maturities, Years Presented | 5 years | |||
Scenario, Forecast | Secured Debt | Term Loan A | ||||
Maturities of Long-term Debt [Abstract] | ||||
Debt Instrument, Periodic Payment, Principal | $ 51 | |||
Scenario, Forecast | Secured Debt | Term Loan B | ||||
Maturities of Long-term Debt [Abstract] | ||||
Debt Instrument, Periodic Payment, Principal | $ 11 | |||
Subsequent Event | Senior Notes | 5.75% Senior Notes | ||||
Maturities of Long-term Debt [Abstract] | ||||
Interest Rate | 5.75% | |||
[1] | The current portion of long term debt consists of four quarters of 2021 amortization payments totaling $51 million and $11 million for the Term Loan A Facility and Term Loan B Facility, respectively. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. |
Short And Long-Term Debt Senior
Short And Long-Term Debt Senior Secured Credit Facility (Details) | 12 Months Ended | |||||||||
Dec. 31, 2020USD ($) | Feb. 05, 2021USD ($) | Feb. 04, 2021USD ($) | Jan. 27, 2021 | Jan. 11, 2021USD ($) | Jul. 24, 2020 | Jun. 30, 2020 | Dec. 31, 2019USD ($) | Feb. 28, 2018USD ($) | ||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | $ 3,239,000,000 | |||||||||
Letter of Credit, borrowing capacity | $ 125 | |||||||||
Senior secured leverage ratio | 1.70 | |||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||||||
Required Covenant Ratio from October 2021 to June 2022 (2020 Amendment) | ||||||||||
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 (2020 Amendment) | ||||||||||
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 (2020 Amendment) | ||||||||||
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 (2020 Amendment) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior secured leverage ratio | 4.75 | |||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||||||
Maximum | Required Covenant Ratio from April 2022 (2020 Amendment) | Subsequent Event | ||||||||||
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 2020 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 under 2020 Amendment | ||||||||||
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 | 4.75 | |||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||||||
Maximum | Required Covenant Ratio (2020 Amendment) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior secured leverage ratio | 6.50 | |||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||||||
Maximum | Required Covenant Ratio (2021 Amendment) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior secured leverage ratio | 5.25 | |||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||||||
LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Description of variable interest rate basis | LIBOR | |||||||||
ABR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Description of variable interest rate basis | ABR | |||||||||
Term Loan A | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Repurchase Amount | $ (250,000,000) | |||||||||
Term Loan B | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Repurchase Amount | (655,000,000) | |||||||||
Term Loan B | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 2.25% | |||||||||
Debt Instrument, basis spread on variable rate, floor | 0.75% | |||||||||
Term Loan B | ABR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 1.25% | |||||||||
Debt Instrument, basis spread on variable rate, floor | 1.75% | |||||||||
Line of Credit | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility borrowing capacity | $ 1,425,000,000 | |||||||||
Line of Credit | Revolving Credit Facility | LIBOR | Greater than 3.50 to 1.00 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 2.50% | |||||||||
Line of Credit | Revolving Credit Facility | LIBOR | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 2.25% | |||||||||
Line of Credit | Revolving Credit Facility | LIBOR | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 2.00% | |||||||||
Line of Credit | Revolving Credit Facility | LIBOR | Less than 2.00 to 1.00 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 1.75% | |||||||||
Line of Credit | Revolving Credit Facility | ABR | Greater than 3.50 to 1.00 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 1.50% | |||||||||
Line of Credit | Revolving Credit Facility | ABR | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 1.25% | |||||||||
Line of Credit | Revolving Credit Facility | ABR | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 1.00% | |||||||||
Line of Credit | Revolving Credit Facility | ABR | Less than 2.00 to 1.00 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 0.75% | |||||||||
Secured Debt | Term Loan A | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | $ 684,000,000 | [1] | $ 717,000,000 | $ 750,000,000 | ||||||
Secured Debt | Term Loan A | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | $ 434,000,000 | |||||||||
Secured Debt | Term Loan A | LIBOR | Greater than 3.50 to 1.00 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 2.50% | |||||||||
Secured Debt | Term Loan A | 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% | |||||||||
Secured Debt | Term Loan A | 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% | |||||||||
Secured Debt | Term Loan A | LIBOR | Less than 2.00 to 1.00 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 1.75% | |||||||||
Secured Debt | Term Loan A | ABR | Greater than 3.50 to 1.00 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, basis spread on variable rate | 1.50% | |||||||||
Secured Debt | Term Loan A | 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% | |||||||||
Secured Debt | Term Loan A | 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% | |||||||||
Secured Debt | Term Loan A | 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, Gross | $ 1,048,000,000 | [2] | $ 1,058,000,000 | $ 1,080,000,000 | ||||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | |||||||||
Senior Notes | 5.75% Senior Notes | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | $ 900,000,000 | $ 300,000,000 | $ 600,000,000 | |||||||
Interest Rate | 5.75% | |||||||||
[1] | The Term Loan A Facility provides for quarterly amortization payments, equal to 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 Facility due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A Facility 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 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. | |||||||||
[2] | The Term Loan B Facility 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 Facility 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%). See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and the January 2021 amendments to the Senior Secured Credit Facility and Term Loan A Facility. |
Short And Long-Term Debt Term L
Short And Long-Term Debt Term Loan A Facility (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Feb. 28, 2018 | ||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 3,239 | |||
Secured Debt | Term Loan A | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 684 | [1] | $ 717 | $ 750 |
Secured Debt | Term Loan A | June 2018 to March 2020 | ||||
Debt Instrument [Line Items] | ||||
Quarterly percentage of original principal amount for quarterly amortization payments | 0.625% | |||
Secured Debt | Term Loan A | June 2020 to March 2021 | ||||
Debt Instrument [Line Items] | ||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.25% | |||
Secured Debt | Term Loan A | June 2021 to March 2022 | ||||
Debt Instrument [Line Items] | ||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.875% | |||
Secured Debt | Term Loan A | June 2022 to February 2023 | ||||
Debt Instrument [Line Items] | ||||
Quarterly percentage of original principal amount for quarterly amortization payments | 2.50% | |||
Secured Debt | Term Loan A | LIBOR | Greater than 3.50 to 1.00 | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, basis spread on variable rate | 2.50% | |||
Secured Debt | Term Loan A | 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% | |||
Secured Debt | Term Loan A | 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% | |||
Secured Debt | Term Loan A | LIBOR | Less than 2.00 to 1.00 | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, basis spread on variable rate | 1.75% | |||
Secured Debt | Term Loan A | ABR | Greater than 3.50 to 1.00 | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, basis spread on variable rate | 1.50% | |||
Secured Debt | Term Loan A | 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% | |||
Secured Debt | Term Loan A | 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% | |||
Secured Debt | Term Loan A | ABR | Less than 2.00 to 1.00 | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, basis spread on variable rate | 0.75% | |||
[1] | The Term Loan A Facility provides for quarterly amortization payments, equal to 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 Facility due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A Facility 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 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. |
Short And Long-Term Debt Seni_2
Short And Long-Term Debt Senior Secured Second Lien Notes (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 3,239 | |
7.625% Senior Secured Second Lien Notes | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 550 | $ 0 |
Interest Rate | 7.625% | |
5.25% Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 0 | 550 |
Interest Rate | 5.25% | |
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) - USD ($) $ in Millions | Feb. 05, 2021 | Feb. 04, 2021 | Jan. 11, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
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 | 50.00% | ||||
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 | 25.00% | ||||
Consolidated Leverage Ratio - Unlimited General Restricted Payment Basket - Numerator | 3 | ||||
Consolidated Leverage Ratio - Unlimited Restricted Payment Basket - Denominator | 1 | ||||
General restricted payment basket may be used only for restricted investments (as defined in the indenture to the 9.375% notes) | $ 100 | ||||
Max amount of shares repurchased and dividends declared per year under the 9.375 Credit Agreement | 45 | ||||
Net Debt Seasonality Adjustment | 200 | ||||
Long-term Debt, Gross | $ 3,239 | ||||
Senior Notes | 4.875% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 4.875% | ||||
Long-term Debt, Gross | $ 407 | $ 407 | |||
Senior Notes | 9.375% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 9.375% | ||||
Long-term Debt, Gross | $ 550 | $ 550 | |||
Senior Notes | 5.75% Senior Notes | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Interest Rate | 5.75% | ||||
Long-term Debt, Gross | $ 900 | $ 300 | $ 600 |
Short And Long-Term Debt Securi
Short And Long-Term Debt Securitization Obligations (Details) £ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020GBP (£) | ||
Debt Instrument [Line Items] | ||||
Securitization obligations | $ 106 | $ 206 | ||
Securitization obligation | ||||
Debt Instrument [Line Items] | ||||
Relocation receivables and other related relocation assets that collateralize securitization obligations | 135 | 200 | ||
Interest Expense, Debt | $ 5 | $ 8 | ||
Weighted average interest rate on securitization obligations | 3.50% | 4.20% | 3.50% | |
Apple Ridge Funding LLC | Securitization obligation | ||||
Debt Instrument [Line Items] | ||||
Total capacity, securitization obligations | $ 200 | |||
Securitization obligations | 102 | [1],[2] | $ 195 | |
Available capacity, debt | 98 | |||
Cartus Financing Limited | Securitization obligation | ||||
Debt Instrument [Line Items] | ||||
Total capacity, securitization obligations | 21 | |||
Securitization obligations | 4 | [2],[3] | $ 11 | |
Available capacity, debt | $ 17 | |||
Revolving Credit Facility | Cartus Financing Limited | Securitization obligation | ||||
Debt Instrument [Line Items] | ||||
Total capacity, securitization obligations | £ | £ 10 | |||
Working Capital Facility | Cartus Financing Limited | Securitization obligation | ||||
Debt Instrument [Line Items] | ||||
Total capacity, securitization obligations | £ | £ 5 | |||
[1] | As of December 31, 2020, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $98 million of available capacity. | |||
[2] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||
[3] | Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of December 31, 2020, the Company had $21 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $17 million of available capacity. |
Short And Long-Term Debt Loss o
Short And Long-Term Debt Loss on the Early Extinguishment of Debt (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Debt Disclosure [Abstract] | |||||||||
Loss (gain) on the early extinguishment of debt | $ 8 | $ (10) | $ 5 | $ 8 | [1] | $ (5) | [1] | $ 7 | [1] |
Long-term Debt, Gross | 3,239 | ||||||||
Redemption and repurchase of Senior Notes | $ (550) | $ (533) | 0 | ||||||
Write off of Deferred Debt Issuance Cost | $ 2 | ||||||||
[1] | Former parent legacy items and Loss (gain) on the early extinguishment of debt are recorded in Corporate and Other. |
Changes in Benefit Obligations
Changes in Benefit Obligations and Plan Assets Table (Details) - Defined Benefit Pension Plan - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net Periodic Benefit Cost | ||
Net periodic pension cost | $ 1 | $ 2 |
Interest cost | 4 | 5 |
Actuarial loss | 3 | 2 |
Expected return on plan assets | (6) | (5) |
Benefit Obligations | ||
Defined Benefit Plan, Benefit Obligation | 148 | 143 |
Fair value of plan assets | 109 | 100 |
Underfunded at end of year | $ 39 | $ 43 |
Employee Benefit Plans Estimate
Employee Benefit Plans Estimated Future Funding (Details) - Defined Benefit Pension Plan $ in Millions | Dec. 31, 2020USD ($) |
Expected Future Benefit Payments, Fiscal Year Maturity | |
2021 | $ 9 |
2022 | 9 |
2023 | 9 |
2024 | 9 |
2025 | 9 |
2026 through 2030 | 44 |
Estimated minimum funding required during 2021 | $ 6 |
Employee Benefit Plans Fair Val
Employee Benefit Plans Fair Value of Plan Assets by Category (Details) - Defined Benefit Pension Plan - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 109 | $ 100 |
Cash and Cash Equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 2 | 1 |
Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 56 | 51 |
Fixed Income Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 51 | 48 |
Fair Value, Inputs, Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 2 | 1 |
Fair Value, Inputs, Level 1 | Cash and Cash Equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 2 | 1 |
Fair Value, Inputs, Level 1 | Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value, Inputs, Level 1 | Fixed Income Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 107 | 99 |
Fair Value, Inputs, Level 2 | Cash and Cash Equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value, Inputs, Level 2 | Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 56 | 51 |
Fair Value, Inputs, Level 2 | Fixed Income Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 51 | 48 |
Fair Value, Inputs, Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value, Inputs, Level 3 | Cash and Cash Equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value, Inputs, Level 3 | Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fair Value, Inputs, Level 3 | Fixed Income Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 0 | $ 0 |
Employee Benefit Plans Other Em
Employee Benefit Plans Other Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Other Employee Benefit Plans | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Benefit Obligation | $ 5 | $ 5 | |
Defined Contribution Savings Plan | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Pension and Other Postretirement Benefits Cost (Reversal of Cost) | $ 10 | $ 17 | $ 16 |
Income Taxes Pre-tax Income (Lo
Income Taxes Pre-tax Income (Loss) for Domestic and Foreign Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ (449) | $ (171) | $ 204 |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | (11) | 0 | 1 |
Pre-tax Income | $ (460) | $ (171) | $ 205 |
Income Tax Provision (Details)
Income Tax Provision (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ (5) | $ 3 | $ (13) |
State | 13 | 7 | 5 |
Foreign | 2 | 1 | 2 |
Current Income Tax Expense (Benefit) | 10 | 11 | (6) |
Deferred: | |||
Federal | (66) | 4 | 62 |
State | (48) | (1) | 9 |
Foreign | 0 | 0 | 0 |
Deferred Income Tax Expense (Benefit) | (114) | 3 | 71 |
Income tax (benefit) expense | $ (104) | $ 14 | $ 65 |
Income Taxes Reconciliation of
Income Taxes Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||||
Federal statutory rate | 21.00% | 21.00% | 21.00% | |
State and local income taxes, net of federal tax benefits | 3.00% | 6.00% | 6.00% | |
Discontinued operations—establishment/reversal of deferred tax liability (a) | [1] | 10.00% | (26.00%) | 0.00% |
Non-deductible equity compensation | (2.00%) | (4.00%) | 2.00% | |
Non-deductible executive compensation | (1.00%) | (1.00%) | 1.00% | |
Goodwill impairment | (7.00%) | (3.00%) | 0.00% | |
Meals & entertainment | 0.00% | (1.00%) | 1.00% | |
Uncertain tax positions | 0.00% | 0.00% | (1.00%) | |
Net change in valuation allowance | (1.00%) | 0.00% | 2.00% | |
Effective income tax rate | 23.00% | (8.00%) | 32.00% | |
[1] | See Note 1, "Basis of Presentation— Inclusion of Cartus Relocation Services in Continuing Operations" . This item reflects the tax impact from the 2019 recognition of gain on the pending sale of Cartus Relocation Services (previously recorded in discontinued operations) and the 2020 de-recognition of that gain. |
Income Taxes Deferred Income Ta
Income Taxes Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax assets: | ||
Net operating loss carryforwards | $ 124 | $ 177 |
Tax credit carryforwards | 26 | 29 |
Accrued liabilities and deferred income | 88 | 77 |
Operating leases | 151 | 169 |
Minimum pension obligations | 19 | 18 |
Provision for doubtful accounts | 9 | 7 |
Liability for unrecognized tax benefits | 1 | 1 |
Interest rate swaps | 21 | 12 |
Total deferred tax assets | 439 | 490 |
Less: valuation allowance | (21) | (17) |
Total deferred income tax assets after valuation allowance | 418 | 473 |
Deferred income tax liabilities: | ||
Depreciation and amortization | 553 | 704 |
Operating leases | 119 | 146 |
Prepaid expenses | 9 | 8 |
Basis difference in investment in joint ventures | 11 | 2 |
Other | 1 | 2 |
Total deferred tax liabilities | 693 | 862 |
Deferred Tax Assets, Net, Classification [Abstract] | ||
Net deferred income tax liabilities | (275) | (389) |
Deferred Income Tax Liabilities, Net | 276 | $ 390 |
Deferred Tax Assets, Net | 1 | |
Operating Loss Carryforwards | $ 368 |
Income Taxes Accounting for Unc
Income Taxes Accounting for Uncertainty in Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Unrecognized Tax Benefits | $ 20 | $ 20 | $ 20 | $ 19 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 17 | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | $ 2 | |||
Increase (Decrease) in Interest Accrued for Unrecognized Tax Benefits | 1 | |||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | ||||
Unrecognized Tax Benefits, Beginning of Period | 20 | 20 | 22 | |
Reduction due to lapse of statute of limitations | (1) | (1) | (2) | |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 1 | |||
Unrecognized Tax Benefits, End of Period | $ 19 | $ 20 | $ 20 |
Income Taxes Tax Sharing Agreem
Income Taxes Tax Sharing Agreement (Details) | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% |
Restructuring Costs (Details)
Restructuring Costs (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2020USD ($)ft² | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Restructuring costs, net | $ 20 | $ 17 | $ 18 | $ 12 | $ 20 | $ 11 | $ 9 | $ 12 | $ 67 | [1],[2] | $ 52 | [1],[2] | $ 58 | [1],[2] | |
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||||||||||
Lease impairment of Company's Headquarters, Percent | 44.00% | 44.00% | |||||||||||||
Impaired or restructured lease | ft² | 1,000,000 | 1,000,000 | |||||||||||||
Other Asset Impairment Charges | $ 16 | $ 11 | $ 19 | 4 | 6 | $ 3 | $ 2 | $ 1 | $ 50 | 12 | |||||
Madison Headquarters | |||||||||||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||||||||||
Impaired or restructured lease | ft² | 120,000 | 120,000 | |||||||||||||
Realogy Franchise Group | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Restructuring costs, net | $ 15 | 14 | 14 | ||||||||||||
Realogy Brokerage Group | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Restructuring costs, net | 37 | 25 | 37 | ||||||||||||
Realogy Title Group | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Restructuring costs, net | 4 | 3 | 4 | ||||||||||||
Corporate and Other | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Restructuring costs, net | 11 | 10 | 3 | ||||||||||||
Leadership Realignment | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Balance at December 31, 2019 | 5 | 5 | |||||||||||||
Increase (Decrease) in Restructuring Reserve | (5) | ||||||||||||||
Balance at December 31, 2020 | 5 | 5 | |||||||||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||||||||||
Total amount remaining to be incurred (1) | $ 2 | 2 | |||||||||||||
Operational Efficiencies Program | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Balance at December 31, 2019 | 14 | 14 | |||||||||||||
Restructuring costs, net | 65 | [3] | 47 | ||||||||||||
Increase (Decrease) in Restructuring Reserve | (52) | ||||||||||||||
Balance at December 31, 2020 | 27 | 14 | 27 | 14 | |||||||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||||||||||
Total amount expected to be incurred (1) | [4] | 168 | 168 | ||||||||||||
Restructuring and Related Cost, Cost Incurred to Date | 112 | 112 | |||||||||||||
Total amount remaining to be incurred (1) | 56 | 56 | |||||||||||||
Operational Efficiencies Program | Realogy Franchise Group | |||||||||||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||||||||||
Total amount expected to be incurred (1) | 31 | 31 | |||||||||||||
Restructuring and Related Cost, Cost Incurred to Date | 28 | 28 | |||||||||||||
Total amount remaining to be incurred (1) | 3 | 3 | |||||||||||||
Operational Efficiencies Program | Realogy Brokerage Group | |||||||||||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||||||||||
Total amount expected to be incurred (1) | 83 | 83 | |||||||||||||
Restructuring and Related Cost, Cost Incurred to Date | 60 | 60 | |||||||||||||
Total amount remaining to be incurred (1) | 23 | 23 | |||||||||||||
Operational Efficiencies Program | Realogy Title Group | |||||||||||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||||||||||
Total amount expected to be incurred (1) | 6 | 6 | |||||||||||||
Restructuring and Related Cost, Cost Incurred to Date | 6 | 6 | |||||||||||||
Total amount remaining to be incurred (1) | 0 | 0 | |||||||||||||
Operational Efficiencies Program | Corporate and Other | |||||||||||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||||||||||
Total amount expected to be incurred (1) | 48 | 48 | |||||||||||||
Restructuring and Related Cost, Cost Incurred to Date | 18 | 18 | |||||||||||||
Total amount remaining to be incurred (1) | 30 | 30 | |||||||||||||
Prior restructuring programs | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Restructuring costs, net | 5 | ||||||||||||||
Personnel-related costs | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Restructuring costs, net | [5] | 20 | 33 | 25 | |||||||||||
Personnel-related costs | Operational Efficiencies Program | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Balance at December 31, 2019 | 9 | 9 | |||||||||||||
Restructuring costs, net | [3] | 20 | |||||||||||||
Increase (Decrease) in Restructuring Reserve | (24) | ||||||||||||||
Balance at December 31, 2020 | 5 | 9 | 5 | 9 | |||||||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||||||||||
Total amount expected to be incurred (1) | [4] | 54 | 54 | ||||||||||||
Restructuring and Related Cost, Cost Incurred to Date | 50 | 50 | |||||||||||||
Total amount remaining to be incurred (1) | 4 | 4 | |||||||||||||
Facility-related costs | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Restructuring costs, net | [6] | 47 | 18 | 22 | |||||||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||||||||||
Other Asset Impairment Charges | 46 | ||||||||||||||
Facility-related costs | Leadership Realignment | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Restructuring costs, net | 2 | ||||||||||||||
Facility-related costs | Operational Efficiencies Program | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Balance at December 31, 2019 | $ 5 | 5 | |||||||||||||
Restructuring costs, net | [3] | 45 | |||||||||||||
Increase (Decrease) in Restructuring Reserve | (28) | ||||||||||||||
Balance at December 31, 2020 | 22 | $ 5 | 22 | 5 | |||||||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||||||||||
Total amount expected to be incurred (1) | [4] | 113 | 113 | ||||||||||||
Restructuring and Related Cost, Cost Incurred to Date | 61 | 61 | |||||||||||||
Total amount remaining to be incurred (1) | 52 | 52 | |||||||||||||
Internal Use Software Impairment | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Restructuring costs, net | [7] | 0 | 0 | 11 | |||||||||||
Other Restructuring | |||||||||||||||
Restructuring Reserve [Roll Forward] | |||||||||||||||
Restructuring costs, net | [8] | 0 | $ 1 | $ 0 | |||||||||||
Other Restructuring | Operational Efficiencies Program | |||||||||||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||||||||||
Total amount expected to be incurred (1) | [4] | 1 | 1 | ||||||||||||
Restructuring and Related Cost, Cost Incurred to Date | 1 | 1 | |||||||||||||
Total amount remaining to be incurred (1) | $ 0 | $ 0 | |||||||||||||
[1] | Restructuring charges for the year ended December 31, 2020 include $65 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. The year ended December 31, 2019 includes $47 million of expense related to the Facility and Operational Efficiencies Program and $5 million of expense primarily related to the Leadership Realignment and Other Restructuring Activities Program. The year ended December 31, 2018 includes costs primarily related to the Leadership Realignment and Other Restructuring Activities Program | ||||||||||||||
[2] | The year ended December 31, 2020 includes restructuring charges of $15 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $11 million at Corporate and Other. The year ended December 31, 2019 includes restructuring charges of $14 million at Realogy Franchise Group, $25 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $10 million at Corporate and Other. The year ended December 31, 2018 includes restructuring charges of $14 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $3 million at Corporate and Other. | ||||||||||||||
[3] | In addition, the Company incurred an additional $46 million of facility-related costs for lease asset impairments in connection with the Facility and Operational Efficiencies Program during the year ended December 31, 2020. | ||||||||||||||
[4] | Facility-related costs include potential lease asset impairments to be incurred under the Facility and Operational Efficiencies Program | ||||||||||||||
[5] | Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. | ||||||||||||||
[6] | 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. | ||||||||||||||
[7] | Internal use software impairment relates to development costs capitalized for a project that was determined to not meet the Company's strategic goals when analyzed by the Company's leadership team. | ||||||||||||||
[8] | Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities which are primarily included in the Corporate and Other business segment. |
Stock-Based Compensation Introd
Stock-Based Compensation Introduction Narrative (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2020shares | |
Shares available for future grant under the plan (in shares) | 2 |
Retirement Eligibility Age | 65 years |
Retirement Eligibility Age with Ten Years of Service | 55 years |
Retirement Eligibility Years Tenure | 10 years |
Retirement Eligibility Service Requirement | 1 year |
Maximum | |
Shares authorized for issuance under the plan (in shares) | 6 |
Restricted Stock Units | |
Award Vesting Period | 3 years |
Annual Vesting Percentage | 33.33% |
Performance Share Units | |
Award Vesting Period | 3 years |
Annual Vesting Percentage | 33.33% |
Number of performance metrics | 2 |
Performance Share Units | RTSR | Minimum | |
Award Vesting Rights, Percentage | 0.00% |
Performance Share Units | RTSR | Maximum | |
Award Vesting Rights, Percentage | 175.00% |
Performance Share Units | Cumulative Free Cash Flow | Minimum | |
Award Vesting Rights, Percentage | 0.00% |
Performance Share Units | Cumulative Free Cash Flow | Maximum | |
Award Vesting Rights, Percentage | 200.00% |
Options | |
Award Vesting Period | 4 years |
Annual Vesting Percentage | 25.00% |
Award Expiration Period | 10 years |
Stock-Based Compensation Incent
Stock-Based Compensation Incentive Equity Awards Activity - Summary of Share-Based Compensation Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2020 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-Option Equity Instruments, Granted | 800,000 | |
Equity Instruments Other than Options, Granted, Weighted Average Grant Date Fair Value | $ 8.70 | |
Non-Option Equity Instruments, Outstanding | 2,700,000 | |
Equity Instruments Other than Options Outstanding, Weighted Average Grant Date Fair Value | $ 14.42 | |
Performance Share Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-Option Equity Instruments, Granted | 0.9 | |
Non-Option Equity Instruments, Outstanding | 2,300,000 | |
Equity Instruments Other than Options Outstanding, Weighted Average Grant Date Fair Value | $ 14.01 | |
Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 9.23 | |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding | 3,800,000 | |
Options Outstanding, Weighted Average Exercise Price | $ 26.19 | |
Options Exercisable | 2,900,000 | |
Options Exercisable, Intrinsic Value | $ 0 | |
Options Exercisable, Weighted Average Remaining Contractual Term | 3 years 6 months |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Unrecognized compensation cost | $ 24 | ||
Remaining weighted average period | 1 year 6 months | ||
Stock-based compensation expense | $ 39 | $ 30 | $ 40 |
Commitments And Contingencies L
Commitments And Contingencies Litigation and Tax Matters (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies - Litigation [Abstract] | ||
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 | $ 18 |
Commitments And Contingencies E
Commitments And Contingencies Escrow and Trust Deposits (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | ||
Escrow and trust deposits | $ 585,000 | $ 475,000 |
Maximum | ||
Loss Contingencies [Line Items] | ||
Cash, FDIC Insured Amount | $ 250 |
Commitments And Contingencies P
Commitments And Contingencies Purchase Commitments and Minimum Licensing Fees (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Long-term Purchase Commitment [Line Items] | |
Purchase commitments | $ 201,000,000 |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2021 | 80,000,000 |
2022 | 38,000,000 |
2023 | 34,000,000 |
2024 | 32,000,000 |
2025 | 22,000,000 |
Thereafter | 229,000,000 |
Total purchase obligations | 435,000,000 |
Sotheby’s International Realty® | |
Long-term Purchase Commitment [Line Items] | |
Licensing fees | 2 |
Meredith Corporation | Minimum | |
Long-term Purchase Commitment [Line Items] | |
Licensing fees | 0.5 |
Meredith Corporation | Maximum | |
Long-term Purchase Commitment [Line Items] | |
Licensing fees | $ 4 |
Commitments And Contingencies O
Commitments And Contingencies Other Guarantees, Insurance and Self-Insurance (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | ||
Insurance liabilities | $ 39,000 | $ 27,000 |
Self insurance accruals | 12,000 | $ 15,000 |
Maximum | ||
Loss Contingencies [Line Items] | ||
Guarantees, gross | 9,000 | |
Fidelity Insurance | ||
Loss Contingencies [Line Items] | ||
Insurance deductible | 750 | |
Fidelity Insurance | Maximum | ||
Loss Contingencies [Line Items] | ||
Insurance liabilities | 30,000 | |
Realogy Brokerage Group | Errors and Omissions Insurance | ||
Loss Contingencies [Line Items] | ||
Insurance liabilities | 15,000 | |
Insurance deductible | 1,000 | |
Realogy Brokerage Group | Errors and Omissions Insurance including additional Realogy Group Coverage | ||
Loss Contingencies [Line Items] | ||
Insurance deductible | 1,000 | |
Realogy Brokerage Group | Errors and Omissions Insurance including additional Realogy Group Coverage | Maximum | ||
Loss Contingencies [Line Items] | ||
Insurance liabilities | 60,000 | |
Realogy Group | Errors and Omissions Insurance | ||
Loss Contingencies [Line Items] | ||
Insurance deductible | 2,500 | |
Realogy Group | Errors and Omissions Insurance | Maximum | ||
Loss Contingencies [Line Items] | ||
Insurance liabilities | 45,000 | |
Realogy Title Group | Maximum | ||
Loss Contingencies [Line Items] | ||
Underwriter of title insurance policies, value, per policy | 1,500 | |
Realogy Title Group | Minimum | ||
Loss Contingencies [Line Items] | ||
Underwriter of title insurance policy, reinsurance policy obtained from national underwriter, value per policy | $ 1,500 |
Statement of Equity (Details)
Statement of Equity (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Statement of Equity Table [Line Items] | ||||||
Balance | $ 2,315 | $ 2,096 | $ 2,315 | $ 2,622 | ||
Net (loss) income | (356) | (185) | 140 | |||
Other comprehensive income (loss) | (3) | (4) | (6) | |||
Stock Repurchased and Retired During Period, Value | (20) | (20) | (402) | |||
Exercise of stock options | 1 | |||||
Stock-based compensation | 34 | 24 | 30 | |||
Dividends of Common Stock, Cash | 0 | (31) | (45) | |||
Dividends Total Equity | (4) | (34) | (48) | |||
Balance | 1,767 | 2,096 | 2,315 | |||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
Statement of Equity Table [Line Items] | ||||||
Balance | (22) | |||||
Common Stock | ||||||
Statement of Equity Table [Line Items] | ||||||
Balance | 1 | 1 | 1 | 1 | ||
Balance | 1 | 1 | 1 | |||
Additional Paid-In Capital | ||||||
Statement of Equity Table [Line Items] | ||||||
Balance | 4,869 | 4,842 | 4,869 | 5,285 | ||
Stock Repurchased and Retired During Period, Value | (20) | (402) | ||||
Exercise of stock options | 1 | |||||
Stock-based compensation | 34 | 24 | 30 | |||
Balance | 4,876 | 4,842 | 4,869 | |||
Accumulated Deficit | ||||||
Statement of Equity Table [Line Items] | ||||||
Balance | (2,507) | (2,695) | (2,507) | (2,631) | ||
Net (loss) income | (360) | (188) | 137 | |||
Balance | (3,055) | (2,695) | (2,507) | |||
Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Statement of Equity Table [Line Items] | ||||||
Balance | (13) | |||||
Accumulated Other Comprehensive Loss | ||||||
Statement of Equity Table [Line Items] | ||||||
Balance | (52) | (56) | (52) | (37) | ||
Other comprehensive income (loss) | (3) | [1] | (4) | (6) | ||
Balance | (59) | (56) | (52) | |||
Accumulated Other Comprehensive Loss | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Statement of Equity Table [Line Items] | ||||||
Balance | [1] | (9) | ||||
Non- controlling Interests | ||||||
Statement of Equity Table [Line Items] | ||||||
Balance | 4 | 4 | 4 | 4 | ||
Net (loss) income | 4 | 3 | 3 | |||
Noncontrolling Interest, Dividends | (4) | (3) | (3) | |||
Balance | 4 | 4 | 4 | |||
Realogy Group | Common Stock | ||||||
Statement of Equity Table [Line Items] | ||||||
Balance | 0 | 0 | 0 | 0 | ||
Balance | 0 | 0 | 0 | |||
Realogy Group | Additional Paid-In Capital | ||||||
Statement of Equity Table [Line Items] | ||||||
Balance | $ 4,870 | 4,843 | 4,870 | 5,286 | ||
Balance | $ 4,877 | $ 4,843 | $ 4,870 | |||
[1] | As of December 31, 2020, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests. |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||
Net (loss) income attributable to Realogy Holdings shareholders | $ 18 | [1] | $ 98 | [1] | $ (14) | [1] | $ (462) | [1] | $ (45) | [2] | $ (113) | [2] | $ 69 | [2] | $ (99) | [2] | $ (360) | $ (188) | $ 137 | |
Basic | 115.2 | 114.2 | 124 | |||||||||||||||||
Dilutive effect of stock-based compensation (a) (b) | [3],[4] | 0 | 0 | 1.3 | ||||||||||||||||
Diluted | 115.2 | 114.2 | 125.3 | |||||||||||||||||
Basic (loss) earnings per share | $ 0.16 | [5] | $ 0.85 | [5] | $ (0.12) | [5] | $ (4.03) | [5] | $ (0.39) | [6] | $ (0.99) | [6] | $ 0.60 | [6] | $ (0.87) | [6] | $ (3.13) | $ (1.65) | $ 1.10 | |
Diluted (loss) earnings per share | $ 0.15 | [5] | $ 0.84 | [5] | $ (0.12) | [5] | $ (4.03) | [5] | $ (0.39) | [6] | $ (0.99) | [6] | $ 0.60 | [6] | $ (0.87) | [6] | $ (3.13) | $ (1.65) | $ 1.09 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6.9 | |||||||||||||||||||
Stock Repurchases [Abstract] | ||||||||||||||||||||
Stock Repurchased and Retired During Period, Shares | 1.2 | 17.9 | ||||||||||||||||||
Stock Repurchased and Retired During Period, Value | $ 20 | $ 20 | $ 402 | |||||||||||||||||
Stock Repurchased and Retired During Period, Weighted Average Market Price | $ 17.21 | $ 22.47 | ||||||||||||||||||
[1] | The quarterly results include the following: • restructuring charges of $12 million, $18 million, $17 million and $20 million in the first, second, third and fourth quarters, respectively; • a goodwill impairment charge of $413 million related to Realogy Brokerage Group and an impairment charge of $30 million related to Realogy Franchise Group's trademarks during the first quarter; • $30 million, $44 million and $59 million of reserves recorded during the three months ended March 31, 2020, June 30, 2020 and September 30, 2020, respectively, (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020; • a goodwill impairment charge of $22 million related to Cartus Relocation Services and an impairment charge of $34 million related to Cartus Relocation Services' trademarks during the fourth quarter; • $4 million, $19 million, $11 million and $16 million of other impairment charges primarily related to lease asset impairments incurred in the first, second, third and fourth quarters, respectively; • former parent legacy net cost of $1 million in the third quarter; and | |||||||||||||||||||
[2] | The quarterly results include the following : • restructuring charges of $12 million, $9 million, $11 million and $20 million in the first, second, third and fourth quarters, respectively; • a goodwill impairment charge of $237 million related to Realogy Brokerage Group during the third quarter; • a $22 million reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocations Services which was presented as held for sale at December 31, 2019; • $1 million, $2 million, $3 million and $6 million of other impairment charges primarily related to lease asset impairments incurred in the first, second, third and fourth quarters, respectively; • former parent legacy net cost of $1 million in the third quarter; and | |||||||||||||||||||
[3] | The Company was in a net loss position for the years ended December 31, 2020 and December 31, 2019, and therefore the impact of incentive equity awards were excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive (see Note 13, "Stock-Based Compensation", for outstanding equity awards as of December 31, 2020). | |||||||||||||||||||
[4] | The year ended December 31, 2018 excludes 6.9 million shares of common stock issuable for incentive equity awards which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. | |||||||||||||||||||
[5] | Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS (see Note 16, "Earnings (Loss) Per Share", for further information). | |||||||||||||||||||
[6] | Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS. |
Interest Rate, Credit, and Mark
Interest Rate, Credit, and Market Risk Exposures (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Principal value of variable rate long term debt | $ 1,732 | ||
Securitization obligations | $ 106 | $ 206 | |
Realogy Brokerage Group | Geographic Concentration Risk - California | |||
Concentration risk, geographic area, revenue | 24.00% | 25.00% | 27.00% |
Realogy Brokerage Group | Geographic Concentration Risk - New York | |||
Concentration risk, geographic area, revenue | 20.00% | 22.00% | 20.00% |
Realogy Brokerage Group | Geographic Concentration Risk - Florida | |||
Concentration risk, geographic area, revenue | 11.00% | 10.00% | 9.00% |
Minimum | |||
Fixed interest rate of swaps | 2.07% | ||
Maximum | |||
Fixed interest rate of swaps | 3.11% | ||
Interest rate swap contracts | |||
Derivative, Notional Amount | $ 1,000 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 07, 2020 | |
Interest rate swap contracts | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 1,000 | |||
Interest rate swap contracts | Not Designated as Hedging Instruments | Interest expense | ||||
Derivative [Line Items] | ||||
Loss or (Gain) Recognized on Derivatives | 51 | $ 39 | $ 4 | |
Interest rate swap contracts | Other current and non-current liabilities | Not Designated as Hedging Instruments | ||||
Derivative [Line Items] | ||||
Fair value of interest rate derivative liabilities | 81 | 47 | ||
Interest rate swap contracts | August 2015 | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 600 | |||
Interest rate swap contracts | November 2017 | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 450 | |||
Interest rate swap contracts | August 2020 | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 400 | |||
Interest rate swap contracts | November 2022 | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | 150 | |||
Foreign exchange contracts | Not Designated as Hedging Instruments | Operating expense | ||||
Derivative [Line Items] | ||||
Loss or (Gain) Recognized on Derivatives | $ 0 | $ 0 | $ (1) |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 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 | (2) | |
Changes in fair value (reflected in general and administrative expenses) | 0 | |
Fair value of contingent consideration at December 31, 2020 | 3 | |
Deferred compensation plan assets (included in other non-current assets) | Fair Value Measurements Recurring Member | ||
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 |
Deferred compensation plan assets (included in other non-current assets) | Fair Value Measurements Recurring Member | 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 |
Deferred compensation plan assets (included in other non-current assets) | Fair Value Measurements Recurring Member | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 0 | 0 |
Deferred compensation plan assets (included in other non-current assets) | Fair Value Measurements Recurring Member | 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 |
Interest rate swap contracts | Fair Value Measurements Recurring Member | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current liabilities) | 81 | 47 |
Interest rate swap contracts | Fair Value Measurements Recurring Member | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current liabilities) | 0 | 0 |
Interest rate swap contracts | Fair Value Measurements Recurring Member | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current liabilities) | 81 | 47 |
Interest rate swap contracts | Fair Value Measurements Recurring Member | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current liabilities) | 0 | 0 |
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | Fair Value Measurements Recurring Member | ||
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) | 3 | 4 |
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | Fair Value Measurements Recurring Member | 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 |
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | Fair Value Measurements Recurring Member | 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 |
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | Fair Value Measurements Recurring Member | 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) | $ 3 | $ 4 |
Fair Value Indebtedness Table (
Fair Value Indebtedness Table (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 28, 2018 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt, Gross | $ 3,239 | ||||
Secured Debt | Term Loan B | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt, Gross | 1,048 | [1] | $ 1,058 | $ 1,080 | |
Fair value of long-term debt | [2] | 1,032 | 1,048 | ||
Secured Debt | Term Loan A | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt, Gross | 684 | [3] | 717 | $ 750 | |
Fair value of long-term debt | [2] | 671 | 705 | ||
Secured Debt | 7.625% Senior Secured Second Lien Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt, Gross | 550 | 0 | |||
Fair value of long-term debt | [2] | 595 | 0 | ||
Senior Notes | 5.25% Senior Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt, Gross | 0 | 550 | |||
Fair value of long-term debt | [2] | 0 | 557 | ||
Senior Notes | 4.875% Senior Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt, Gross | 407 | 407 | |||
Fair value of long-term debt | [2] | 415 | 401 | ||
Senior Notes | 9.375% Senior Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Long-term Debt, Gross | 550 | 550 | |||
Fair value of long-term debt | [2] | 609 | 572 | ||
Line of Credit | Revolving Credit Facility | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Line of credit facility outstanding amount | 0 | [4],[5] | 190 | ||
Line of credit facility fair value | [2] | $ 0 | $ 190 | ||
[1] | The Term Loan B Facility 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 Facility 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%). See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and the January 2021 amendments to the Senior Secured Credit Facility and Term Loan A Facility. | ||||
[2] | The fair value of the Company's indebtedness is categorized as Level II. | ||||
[3] | The Term Loan A Facility provides for quarterly amortization payments, equal to 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 Facility due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A Facility 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 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. | ||||
[4] | As of December 31, 2020, the $1,425 million Revolving Credit Facility had no outstanding borrowings and $42 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. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. On February 19, 2021, the Company had no outstanding borrowings under the Revolving Credit Facility and $42 million of outstanding undrawn letters of credit. | ||||
[5] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at December 31, 2020 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. |
Reconciliation of Revenue from
Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||||||||||
Net revenues | $ 1,889 | $ 1,909 | $ 1,255 | $ 1,168 | $ 1,392 | $ 1,629 | $ 1,735 | $ 1,114 | $ 6,221 | [1] | $ 5,870 | [1] | $ 6,079 | [1] | ||||||||
Realogy Franchise Group | ||||||||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||||||||||
Net revenues | 298 | 314 | 227 | 220 | 269 | 319 | 331 | 239 | 1,059 | [1] | 1,158 | [1] | 1,198 | [1] | ||||||||
Realogy Franchise Group | Royalties and Marketing Fees | ||||||||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||||||||||
Net revenues | 316 | 293 | 306 | |||||||||||||||||||
Realogy Brokerage Group | ||||||||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||||||||||
Net revenues | 1,461 | 1,479 | 933 | 869 | 1,040 | 1,222 | 1,331 | 816 | 4,742 | [1] | 4,409 | [1] | 4,607 | [1] | ||||||||
Realogy Title Group | ||||||||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||||||||||
Net revenues | 226 | 213 | 160 | 137 | 152 | 170 | 160 | 114 | 736 | [1] | 596 | [1] | 580 | [1] | ||||||||
Corporate and Other | ||||||||||||||||||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||||||||||||||||||||
Net revenues | $ (96) | [2] | $ (97) | [2] | $ (65) | [2] | $ (58) | [2] | $ (69) | [3] | $ (82) | [3] | $ (87) | [3] | $ (55) | [3] | $ (316) | [1],[4] | $ (293) | [1],[4] | $ (306) | [1],[4] |
[1] | Transactions between segments are eliminated in consolidation. Revenues for Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $316 million, $293 million and $306 million for the years ended December 31, 2020, 2019 and 2018, respectively. Such amounts are eliminated through the Corporate and Other line. | |||||||||||||||||||||
[2] | Represents the elimination of transactions primarily between Realogy Franchise Group and Realogy Brokerage Group. | |||||||||||||||||||||
[3] | Represents the elimination of transactions primarily between Realogy Franchise Group and Realogy Brokerage Group. | |||||||||||||||||||||
[4] | Includes the elimination of transactions between segments. |
Operating EBITDA (Details)
Operating EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2008 | Dec. 31, 2007 | |||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||||
Net (loss) income attributable to Realogy Holdings and Realogy Group | $ 18 | [1] | $ 98 | [1] | $ (14) | [1] | $ (462) | [1] | $ (45) | [2] | $ (113) | [2] | $ 69 | [2] | $ (99) | [2] | $ (360) | $ (188) | $ 137 | |||||||
Income tax (benefit) expense | (104) | 14 | 65 | |||||||||||||||||||||||
(Loss) income before income taxes | (464) | (174) | 202 | |||||||||||||||||||||||
Depreciation and amortization | 186 | [3] | 195 | [3] | 195 | |||||||||||||||||||||
Depreciation and amortization, adjusted for Amortization of Intangible Assets related to GRA Acquisition | [3] | 197 | ||||||||||||||||||||||||
Interest expense, net | 246 | 250 | 190 | |||||||||||||||||||||||
Restructuring costs, net | 20 | 17 | 18 | 12 | 20 | 11 | 9 | 12 | 67 | [4],[5] | 52 | [4],[5] | 58 | [4],[5] | ||||||||||||
Impairments | 682 | [6] | 271 | [6] | 0 | |||||||||||||||||||||
Former parent legacy cost, net | 1 | 1 | 1 | [7] | 1 | [7] | 4 | [7] | ||||||||||||||||||
Loss (gain) on the early extinguishment of debt | 8 | (10) | 5 | 8 | [7] | (5) | [7] | 7 | [7] | |||||||||||||||||
Operating EBITDA | 726 | 590 | 658 | |||||||||||||||||||||||
Income (Loss) from Equity Method Investments | 131 | 18 | (4) | |||||||||||||||||||||||
Impairment of Goodwill | 540 | [8] | 253 | [9] | $ 1,279 | $ 507 | ||||||||||||||||||||
Cartus Relocation Services Reserves Recorded | 59 | 44 | 30 | 22 | $ 133 | |||||||||||||||||||||
Other Asset Impairment Charges | 16 | $ 11 | $ 19 | 4 | 6 | 3 | $ 2 | $ 1 | 50 | 12 | ||||||||||||||||
Amortization of Intangible Assets related to GRA Acquisition | ||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||||
Income (Loss) from Equity Method Investments | (2) | |||||||||||||||||||||||||
Realogy Franchise Group | ||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||||
Depreciation and amortization | 87 | 104 | 110 | |||||||||||||||||||||||
Restructuring costs, net | 15 | 14 | 14 | |||||||||||||||||||||||
Operating EBITDA | 594 | 616 | 650 | |||||||||||||||||||||||
Impairment of Goodwill | 22 | $ 16 | $ 105 | 127 | [8] | 16 | [9] | |||||||||||||||||||
Realogy Franchise Group | Indefinite life—Trademarks | ||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 34 | 30 | ||||||||||||||||||||||||
Realogy Brokerage Group | ||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||||
Depreciation and amortization | 59 | 54 | 51 | |||||||||||||||||||||||
Restructuring costs, net | 37 | 25 | 37 | |||||||||||||||||||||||
Operating EBITDA | 48 | 4 | 44 | |||||||||||||||||||||||
Impairment of Goodwill | $ 413 | $ 237 | 413 | [8] | 237 | [9] | ||||||||||||||||||||
Realogy Title Group | ||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||||
Depreciation and amortization | 11 | 13 | 13 | |||||||||||||||||||||||
Restructuring costs, net | 4 | 3 | 4 | |||||||||||||||||||||||
Operating EBITDA | 226 | 68 | 49 | |||||||||||||||||||||||
Impairment of Goodwill | 0 | [8] | 0 | [9] | ||||||||||||||||||||||
Corporate and Other | ||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||||||||||
Depreciation and amortization | 29 | 24 | 21 | |||||||||||||||||||||||
Restructuring costs, net | 11 | 10 | 3 | |||||||||||||||||||||||
Operating EBITDA | [7],[10] | $ (142) | $ (98) | $ (85) | ||||||||||||||||||||||
[1] | The quarterly results include the following: • restructuring charges of $12 million, $18 million, $17 million and $20 million in the first, second, third and fourth quarters, respectively; • a goodwill impairment charge of $413 million related to Realogy Brokerage Group and an impairment charge of $30 million related to Realogy Franchise Group's trademarks during the first quarter; • $30 million, $44 million and $59 million of reserves recorded during the three months ended March 31, 2020, June 30, 2020 and September 30, 2020, respectively, (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020; • a goodwill impairment charge of $22 million related to Cartus Relocation Services and an impairment charge of $34 million related to Cartus Relocation Services' trademarks during the fourth quarter; • $4 million, $19 million, $11 million and $16 million of other impairment charges primarily related to lease asset impairments incurred in the first, second, third and fourth quarters, respectively; • former parent legacy net cost of $1 million in the third quarter; and | |||||||||||||||||||||||||
[2] | The quarterly results include the following : • restructuring charges of $12 million, $9 million, $11 million and $20 million in the first, second, third and fourth quarters, respectively; • a goodwill impairment charge of $237 million related to Realogy Brokerage Group during the third quarter; • a $22 million reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocations Services which was presented as held for sale at December 31, 2019; • $1 million, $2 million, $3 million and $6 million of other impairment charges primarily related to lease asset impairments incurred in the first, second, third and fourth quarters, respectively; • former parent legacy net cost of $1 million in the third quarter; and | |||||||||||||||||||||||||
[3] | Depreciation and amortization for the year ended December 31, 2018 includes $2 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Consolidated Statement of Operations. | |||||||||||||||||||||||||
[4] | Restructuring charges for the year ended December 31, 2020 include $65 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. The year ended December 31, 2019 includes $47 million of expense related to the Facility and Operational Efficiencies Program and $5 million of expense primarily related to the Leadership Realignment and Other Restructuring Activities Program. The year ended December 31, 2018 includes costs primarily related to the Leadership Realignment and Other Restructuring Activities Program | |||||||||||||||||||||||||
[5] | The year ended December 31, 2020 includes restructuring charges of $15 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $11 million at Corporate and Other. The year ended December 31, 2019 includes restructuring charges of $14 million at Realogy Franchise Group, $25 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $10 million at Corporate and Other. The year ended December 31, 2018 includes restructuring charges of $14 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $3 million at Corporate and Other. | |||||||||||||||||||||||||
[6] | Non-cash impairments for the year ended December 31, 2020 include: • a goodwill impairment charge of $413 million related to Realogy Brokerage Group during the first quarter of 2020; • an impairment charge of $30 million related to Realogy Franchise Group's trademarks during the first quarter of 2020; • $133 million of reserves recorded during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020; • a goodwill impairment charge of $22 million related to Cartus Relocations Services during the fourth quarter of 2020; • an impairment charge of $34 million related to Cartus Relocation Services' trademarks during the fourth quarter of 2020; and • other asset impairments of $50 million primarily related to lease asset impairments. Non-cash impairments for the year ended December 31, 2019 include a goodwill impairment charge of $237 million related to Realogy Brokerage Group, a $22 million reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocations Services which was presented as held for sale at December 31, 2019 and $12 million of other impairment charges primarily related to lease asset impairments. | |||||||||||||||||||||||||
[7] | Former parent legacy items and Loss (gain) on the early extinguishment of debt are recorded in Corporate and Other. | |||||||||||||||||||||||||
[8] | The Company recognized a goodwill impairment charge of $105 million related to reserves recorded during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020. Furthermore, the Company recognized an additional goodwill impairment charge of $22 million during the fourth quarter of 2020 related to Cartus Relocation Services.The Company recognized a goodwill impairment charge of $413 million during the first quarter of 2020 related to Realogy Brokerage Group. | |||||||||||||||||||||||||
[9] | The Company recognized a goodwill impairment charge of $16 million during the fourth quarter of 2019 related to the reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocation Services which was presented as held for sale at December 31, 2019.The Company recognized a goodwill impairment charge of $237 million during the third quarter of 2019 related to Realogy Brokerage Group. | |||||||||||||||||||||||||
[10] | Includes the elimination of transactions between segments. |
Reconciliation of Depreciation
Reconciliation of Depreciation and Amortization from Segments to Consolidated (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Depreciation and amortization | $ 186 | [1] | $ 195 | [1] | $ 195 |
Realogy Franchise Group | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Depreciation and amortization | 87 | 104 | 110 | ||
Realogy Brokerage Group | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Depreciation and amortization | 59 | 54 | 51 | ||
Realogy Title Group | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Depreciation and amortization | 11 | 13 | 13 | ||
Corporate and Other | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Depreciation and amortization | $ 29 | $ 24 | $ 21 | ||
[1] | Depreciation and amortization for the year ended December 31, 2018 includes $2 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Consolidated Statement of Operations. |
Reconciliation of Assets from S
Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ 6,934 | $ 7,543 | $ 7,290 |
Realogy Franchise Group | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 4,896 | 5,273 | |
Realogy Brokerage Group | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 932 | 1,448 | |
Realogy Title Group | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 659 | 576 | |
Corporate and Other | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ 447 | $ 246 |
Reconciliation of Capital Expen
Reconciliation of Capital Expenditures from Segment to Consolidated (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital expenditures | $ 95 | $ 119 | $ 105 |
Realogy Franchise Group | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital expenditures | 27 | 32 | 23 |
Realogy Brokerage Group | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital expenditures | 39 | 56 | 44 |
Realogy Title Group | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital expenditures | 9 | 10 | 11 |
Corporate and Other | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Capital expenditures | $ 20 | $ 21 | $ 27 |
Geographic Region (Details)
Geographic Region (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net revenues | $ 1,889 | $ 1,909 | $ 1,255 | $ 1,168 | $ 1,392 | $ 1,629 | $ 1,735 | $ 1,114 | $ 6,221 | [1] | $ 5,870 | [1] | $ 6,079 | [1] |
Total assets | 6,934 | 7,543 | 6,934 | 7,543 | 7,290 | |||||||||
Property and equipment, net | 317 | 342 | 317 | 342 | 304 | |||||||||
Non-US | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net revenues | 76 | 108 | 118 | |||||||||||
Total assets | 56 | 73 | 56 | 73 | 76 | |||||||||
Property and equipment, net | 1 | 1 | 1 | 1 | 2 | |||||||||
United States | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net revenues | 6,145 | 5,762 | 5,961 | |||||||||||
Total assets | 6,878 | 7,470 | 6,878 | 7,470 | 7,214 | |||||||||
Property and equipment, net | $ 316 | $ 341 | $ 316 | $ 341 | $ 302 | |||||||||
[1] | Transactions between segments are eliminated in consolidation. Revenues for Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $316 million, $293 million and $306 million for the years ended December 31, 2020, 2019 and 2018, respectively. Such amounts are eliminated through the Corporate and Other line. |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2008 | Dec. 31, 2007 | ||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||||
Net revenues | $ 1,889 | $ 1,909 | $ 1,255 | $ 1,168 | $ 1,392 | $ 1,629 | $ 1,735 | $ 1,114 | $ 6,221 | [1] | $ 5,870 | [1] | $ 6,079 | [1] | |||||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||||||||||||||||||||||||
(Loss) income before income taxes, equity in earnings and noncontrolling interests (b) | (7) | [2] | 82 | [2] | (54) | [2] | (612) | [2] | (10) | [3] | (141) | [3] | 97 | [3] | (135) | [3] | (591) | (189) | 209 | ||||||
Net (loss) income attributable to Realogy Holdings and Realogy Group | $ 18 | [2] | $ 98 | [2] | $ (14) | [2] | $ (462) | [2] | $ (45) | [3] | $ (113) | [3] | $ 69 | [3] | $ (99) | [3] | $ (360) | $ (188) | $ 137 | ||||||
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||||||||||||||||
Basic (loss) earnings per share | $ 0.16 | [4] | $ 0.85 | [4] | $ (0.12) | [4] | $ (4.03) | [4] | $ (0.39) | [5] | $ (0.99) | [5] | $ 0.60 | [5] | $ (0.87) | [5] | $ (3.13) | $ (1.65) | $ 1.10 | ||||||
Diluted (loss) earnings per share | $ 0.15 | [4] | $ 0.84 | [4] | $ (0.12) | [4] | $ (4.03) | [4] | $ (0.39) | [5] | $ (0.99) | [5] | $ 0.60 | [5] | $ (0.87) | [5] | $ (3.13) | $ (1.65) | $ 1.09 | ||||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||||||||||
Restructuring costs, net | $ 20 | $ 17 | $ 18 | $ 12 | $ 20 | $ 11 | $ 9 | $ 12 | $ 67 | [6],[7] | $ 52 | [6],[7] | $ 58 | [6],[7] | |||||||||||
Impairment of Goodwill | 540 | [8] | 253 | [9] | $ 1,279 | $ 507 | |||||||||||||||||||
Cartus Relocation Services Reserves Recorded | (59) | (44) | (30) | (22) | $ (133) | ||||||||||||||||||||
Other Asset Impairment Charges | 16 | 11 | 19 | 4 | 6 | 3 | 2 | 1 | 50 | 12 | |||||||||||||||
Former parent legacy cost, net | 1 | 1 | 1 | [10] | 1 | [10] | 4 | [10] | |||||||||||||||||
Loss (gain) on the early extinguishment of debt | 8 | (10) | 5 | 8 | [10] | (5) | [10] | 7 | [10] | ||||||||||||||||
Realogy Franchise Group | |||||||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||||
Net revenues | 298 | 314 | 227 | 220 | 269 | 319 | 331 | 239 | 1,059 | [1] | 1,158 | [1] | 1,198 | [1] | |||||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||||||||||||||||||||||||
(Loss) income before income taxes, equity in earnings and noncontrolling interests (b) | 84 | [2] | 112 | [2] | 42 | [2] | 15 | [2] | 94 | [3] | 161 | [3] | 165 | [3] | 66 | [3] | |||||||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||||||||||
Restructuring costs, net | 15 | 14 | 14 | ||||||||||||||||||||||
Impairment of Goodwill | 22 | 16 | $ 105 | 127 | [8] | 16 | [9] | ||||||||||||||||||
Realogy Franchise Group | Indefinite life—Trademarks | |||||||||||||||||||||||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 34 | 30 | |||||||||||||||||||||||
Realogy Brokerage Group | |||||||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||||
Net revenues | 1,461 | 1,479 | 933 | 869 | 1,040 | 1,222 | 1,331 | 816 | 4,742 | [1] | 4,409 | [1] | 4,607 | [1] | |||||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||||||||||||||||||||||||
(Loss) income before income taxes, equity in earnings and noncontrolling interests (b) | 1 | [2] | 32 | [2] | (18) | [2] | (493) | [2] | (38) | [3] | (231) | [3] | 25 | [3] | (80) | [3] | |||||||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||||||||||
Restructuring costs, net | 37 | 25 | 37 | ||||||||||||||||||||||
Impairment of Goodwill | 413 | 237 | 413 | [8] | 237 | [9] | |||||||||||||||||||
Realogy Title Group | |||||||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||||
Net revenues | 226 | 213 | 160 | 137 | 152 | 170 | 160 | 114 | 736 | [1] | 596 | [1] | 580 | [1] | |||||||||||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||||||||||||||||||||||||
(Loss) income before income taxes, equity in earnings and noncontrolling interests (b) | 25 | [2] | 36 | [2] | 21 | [2] | (1) | [2] | 7 | [3] | 21 | [3] | 22 | [3] | (13) | [3] | |||||||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||||||||||
Restructuring costs, net | 4 | 3 | 4 | ||||||||||||||||||||||
Impairment of Goodwill | 0 | [8] | 0 | [9] | |||||||||||||||||||||
Other | |||||||||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||||||||
Net revenues | (96) | [11] | (97) | [11] | (65) | [11] | (58) | [11] | (69) | [12] | (82) | [12] | (87) | [12] | (55) | [12] | (316) | [1],[13] | (293) | [1],[13] | (306) | [1],[13] | |||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||||||||||||||||||||||||
(Loss) income before income taxes, equity in earnings and noncontrolling interests (b) | $ (117) | [2] | $ (98) | [2] | $ (99) | [2] | $ (133) | [2] | $ (73) | [3] | $ (92) | [3] | $ (115) | [3] | $ (108) | [3] | |||||||||
Selected Quarterly Financial Information [Abstract] | |||||||||||||||||||||||||
Restructuring costs, net | $ 11 | $ 10 | $ 3 | ||||||||||||||||||||||
[1] | Transactions between segments are eliminated in consolidation. Revenues for Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $316 million, $293 million and $306 million for the years ended December 31, 2020, 2019 and 2018, respectively. Such amounts are eliminated through the Corporate and Other line. | ||||||||||||||||||||||||
[2] | The quarterly results include the following: • restructuring charges of $12 million, $18 million, $17 million and $20 million in the first, second, third and fourth quarters, respectively; • a goodwill impairment charge of $413 million related to Realogy Brokerage Group and an impairment charge of $30 million related to Realogy Franchise Group's trademarks during the first quarter; • $30 million, $44 million and $59 million of reserves recorded during the three months ended March 31, 2020, June 30, 2020 and September 30, 2020, respectively, (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020; • a goodwill impairment charge of $22 million related to Cartus Relocation Services and an impairment charge of $34 million related to Cartus Relocation Services' trademarks during the fourth quarter; • $4 million, $19 million, $11 million and $16 million of other impairment charges primarily related to lease asset impairments incurred in the first, second, third and fourth quarters, respectively; • former parent legacy net cost of $1 million in the third quarter; and | ||||||||||||||||||||||||
[3] | The quarterly results include the following : • restructuring charges of $12 million, $9 million, $11 million and $20 million in the first, second, third and fourth quarters, respectively; • a goodwill impairment charge of $237 million related to Realogy Brokerage Group during the third quarter; • a $22 million reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocations Services which was presented as held for sale at December 31, 2019; • $1 million, $2 million, $3 million and $6 million of other impairment charges primarily related to lease asset impairments incurred in the first, second, third and fourth quarters, respectively; • former parent legacy net cost of $1 million in the third quarter; and | ||||||||||||||||||||||||
[4] | Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS (see Note 16, "Earnings (Loss) Per Share", for further information). | ||||||||||||||||||||||||
[5] | Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS. | ||||||||||||||||||||||||
[6] | Restructuring charges for the year ended December 31, 2020 include $65 million related to the Facility and Operational Efficiencies Program and $2 million related to the Leadership Realignment and Other Restructuring Activities Program. The year ended December 31, 2019 includes $47 million of expense related to the Facility and Operational Efficiencies Program and $5 million of expense primarily related to the Leadership Realignment and Other Restructuring Activities Program. The year ended December 31, 2018 includes costs primarily related to the Leadership Realignment and Other Restructuring Activities Program | ||||||||||||||||||||||||
[7] | The year ended December 31, 2020 includes restructuring charges of $15 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $11 million at Corporate and Other. The year ended December 31, 2019 includes restructuring charges of $14 million at Realogy Franchise Group, $25 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $10 million at Corporate and Other. The year ended December 31, 2018 includes restructuring charges of $14 million at Realogy Franchise Group, $37 million at Realogy Brokerage Group, $4 million at Realogy Title Group and $3 million at Corporate and Other. | ||||||||||||||||||||||||
[8] | The Company recognized a goodwill impairment charge of $105 million related to reserves recorded during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds which were included in Impairments in connection with the reclassification of Cartus Relocation Services as continuing operations during the fourth quarter of 2020. Furthermore, the Company recognized an additional goodwill impairment charge of $22 million during the fourth quarter of 2020 related to Cartus Relocation Services.The Company recognized a goodwill impairment charge of $413 million during the first quarter of 2020 related to Realogy Brokerage Group. | ||||||||||||||||||||||||
[9] | The Company recognized a goodwill impairment charge of $16 million during the fourth quarter of 2019 related to the reduction to record net assets held for sale at the lower of carrying value or fair value, less costs to sell, for Cartus Relocation Services which was presented as held for sale at December 31, 2019.The Company recognized a goodwill impairment charge of $237 million during the third quarter of 2019 related to Realogy Brokerage Group. | ||||||||||||||||||||||||
[10] | Former parent legacy items and Loss (gain) on the early extinguishment of debt are recorded in Corporate and Other. | ||||||||||||||||||||||||
[11] | Represents the elimination of transactions primarily between Realogy Franchise Group and Realogy Brokerage Group. | ||||||||||||||||||||||||
[12] | Represents the elimination of transactions primarily between Realogy Franchise Group and Realogy Brokerage Group. | ||||||||||||||||||||||||
[13] | Includes the elimination of transactions between segments. |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 3 Months Ended | ||||||||||
Mar. 31, 2021 | Feb. 05, 2021USD ($) | Feb. 04, 2021USD ($) | Jan. 27, 2021USD ($) | Jan. 11, 2021USD ($) | Dec. 31, 2020USD ($) | Jul. 24, 2020 | Jun. 30, 2020 | Dec. 31, 2019USD ($) | Feb. 28, 2018USD ($) | ||
Subsequent Event [Line Items] | |||||||||||
Long-term Debt, Gross | $ 3,239 | ||||||||||
Senior secured leverage ratio | 1.70 | ||||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||||||
Required Covenant Ratio from April 2022 (2020 Amendment) | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Senior secured leverage ratio | 4.75 | ||||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||||||
Suggested Covenant Ratio compliance for additional covenants under 2020 Amendments from July 24 2020 to June 30, 2021 | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Senior secured leverage ratio | 5.50 | ||||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||||||
Required Covenant Ratio | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Senior secured leverage ratio | 4.75 | ||||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||||||
Subsequent Event | Required Covenant Ratio from December 2020 to June 2021 | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Senior secured leverage ratio | 5.25 | ||||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||||||
Subsequent Event | Required Covenant Ratio from July 2021 to March 2022 | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Senior secured leverage ratio | 5 | ||||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||||||
Subsequent Event | Required Covenant Ratio from April 2022 (2020 Amendment) | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Senior secured leverage ratio | 4.75 | ||||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||||||
Subsequent Event | Suggested Covenant Ratio compliance for additional covenants under 2021 Amendment until June 30, 2021 | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Senior secured leverage ratio | 5 | ||||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||||||
Subsequent Event | Required Covenant Ratio for election by Company to end the amended covenant period under 2021 Amendment | Maximum | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Senior secured leverage ratio | 4.75 | ||||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||||||
5.75% Senior Notes | Senior Notes | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long-term Debt, Gross | $ 900 | $ 300 | $ 600 | ||||||||
Interest Rate | 5.75% | ||||||||||
Debt Instrument, Issue Price, Percentage | 101.50% | ||||||||||
4.875% Senior Notes | Senior Notes | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long-term Debt, Gross | $ 407 | $ 407 | |||||||||
Interest Rate | 4.875% | ||||||||||
Term Loan A | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt Instrument, Repurchase Amount | 250 | ||||||||||
Term Loan A | Secured Debt | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long-term Debt, Gross | $ 684 | [1] | 717 | $ 750 | |||||||
Term Loan A | Secured Debt | June 2021 to March 2022 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.875% | ||||||||||
Term Loan A | Secured Debt | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long-term Debt, Gross | $ 434 | ||||||||||
Term Loan B | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt Instrument, Repurchase Amount | $ 655 | ||||||||||
Term Loan B | Secured Debt | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long-term Debt, Gross | $ 1,048 | [2] | $ 1,058 | $ 1,080 | |||||||
Extended Term Loan A | Secured Debt | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Long-term Debt, Gross | $ 237 | ||||||||||
Extended Term Loan A | Secured Debt | Subsequent Event | June 2021 to March 2022 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 0.625% | ||||||||||
Extended Term Loan A | Secured Debt | Subsequent Event | June 2022 to March 2023 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.25% | ||||||||||
Extended Term Loan A | Secured Debt | Subsequent Event | June 2023 to March 2024 | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.875% | ||||||||||
Extended Term Loan A | Secured Debt | Subsequent Event | June 2024 and thereafter | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 2.50% | ||||||||||
Extended Revolving Credit Facility | Subsequent Event | Line of Credit | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Line of credit facility borrowing capacity | $ 948 | ||||||||||
Revolving Credit Facility | Line of Credit | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Line of credit facility borrowing capacity | $ 1,425 | ||||||||||
[1] | The Term Loan A Facility provides for quarterly amortization payments, equal to 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 Facility due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A Facility 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 2.00% and the ABR margin was 1.00% for the three months ended December 31, 2020. See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and amendments to the Senior Secured Credit Facility and Term Loan A Facility. | ||||||||||
[2] | The Term Loan B Facility 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 Facility 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%). See Note 20, "Subsequent Events", for a description of the January and February issuances of 5.75% Senior Notes and the January 2021 amendments to the Senior Secured Credit Facility and Term Loan A Facility. |