Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Entity Information [Line Items] | ||
Document Period End Date | Sep. 30, 2018 | |
Entity Registrant Name | REALOGY HOLDINGS CORP. | |
Entity Central Index Key | 1,398,987 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 118,155,158 | |
Realogy Group LLC [Member] | ||
Entity Information [Line Items] | ||
Entity Registrant Name | REALOGY GROUP LLC | |
Entity Central Index Key | 1,355,001 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||||
Revenues [Abstract] | ||||||||
Net revenues | [1],[2] | $ 1,676 | $ 1,674 | [3] | $ 4,725 | $ 4,670 | [3] | |
Expenses | ||||||||
Commission and other agent-related costs | 902 | 887 | 2,556 | 2,462 | ||||
Operating | 387 | 394 | 1,171 | 1,162 | ||||
Marketing | 63 | 63 | 199 | 195 | ||||
General and administrative | 80 | 82 | 244 | 269 | ||||
Former parent legacy cost (benefit), net | [4] | 0 | 1 | 0 | (10) | [5] | ||
Restructuring costs, net | [6],[7] | 9 | 2 | 45 | 9 | [5] | ||
Depreciation and amortization | 49 | [5],[8] | 50 | [5],[9] | 146 | 149 | [9] | |
Interest expense, net | 41 | [5] | 41 | 120 | 127 | [5] | ||
Loss on the early extinguishment of debt | [4] | 0 | 1 | 7 | 5 | [5] | ||
Total expenses | 1,531 | 1,521 | 4,488 | 4,368 | ||||
Income before income taxes, equity in (earnings) losses and noncontrolling interests | 145 | 153 | 237 | 302 | ||||
Income tax expense | 40 | [5] | 67 | 73 | 131 | [5] | ||
Equity in (earnings) losses of unconsolidated entities | 1 | (10) | 3 | (7) | ||||
Net income | 104 | 96 | 161 | 178 | ||||
Less: Net income attributable to noncontrolling interests | (1) | (1) | (2) | (2) | ||||
Net income attributable to Realogy Holdings and Realogy Group | $ 103 | $ 95 | $ 159 | $ 176 | [5] | |||
Earnings per share attributable to Realogy Holdings: | ||||||||
Basic earnings per share | $ 0.84 | $ 0.70 | $ 1.26 | $ 1.28 | ||||
Diluted earnings per share | $ 0.83 | $ 0.69 | $ 1.25 | $ 1.26 | ||||
Weighted average common and common equivalent shares of Realogy Holdings outstanding: | ||||||||
Basic | 122.7 | 136.1 | 126.5 | 137.8 | ||||
Diluted | 123.6 | 138.1 | 127.6 | 139.4 | ||||
Cash dividends declared per share | $ 0.09 | $ 0.09 | $ 0.27 | $ 0.27 | ||||
Gross commission income | ||||||||
Revenues [Abstract] | ||||||||
Net revenues | [10] | $ 1,246 | $ 1,250 | [3] | $ 3,536 | $ 3,505 | [3] | |
Service revenue | ||||||||
Revenues [Abstract] | ||||||||
Net revenues | [11] | 268 | 261 | [3] | 728 | 710 | [3] | |
Franchise fees | ||||||||
Revenues [Abstract] | ||||||||
Net revenues | [12] | 109 | 111 | [3] | 302 | 296 | [3] | |
Other | ||||||||
Revenues [Abstract] | ||||||||
Net revenues | [13] | $ 53 | $ 52 | [3] | $ 159 | $ 159 | [3] | |
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $10 million and $30 million for the three and nine months ended September 30, 2018, respectively, and $11 million and $31 million for the three and nine months ended September 30, 2017, respectively. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. | |||||||
[2] | Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $83 million and $238 million for the three and nine months ended September 30, 2018, respectively, and $82 million and $238 million for the three and nine months ended September 30, 2017, respectively. Such amounts are eliminated through the Corporate and Other line. | |||||||
[3] | Prior period amounts have not been adjusted under the modified retrospective method. | |||||||
[4] | Former parent legacy items and loss on the early extinguishment of debt are recorded in the Corporate and Other segment. | |||||||
[5] | Includes an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other. | |||||||
[6] | The three and nine months ended September 30, 2018 includes $9 million and $43 million, respectively, of expense related to the Leadership Realignment and Other Restructuring Activities program and zero and $2 million, respectively, of expense related to the Business Optimization Initiative program. | |||||||
[7] | The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment.The three months ended September 30, 2017 includes restructuring charges of $2 million in the Company Owned Real Estate Brokerage Services segment.The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million at Title and Settlement Services segment and $2 million in the Corporate and Other segment.The nine months ended September 30, 2017 includes restructuring charges of $1 million in the Real Estate Franchise Services segment and $8 million in the Company Owned Real Estate Brokerage Services segment. | |||||||
[8] | Depreciation and amortization for the nine months ended September 30, 2018 includes $2 million of amortization expense and for both the three and nine months ended September 30, 2017 includes $1 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Condensed Consolidated Statement of Operations. | |||||||
[9] | Includes the elimination of transactions between segments. | |||||||
[10] | Approximately 75% of the Company's total net revenues related to gross commission income at the Company Owned Brokerage Services segment, which is recognized at a point in time at the closing of a homesale transaction. | |||||||
[11] | Approximately 15% of the Company's total net revenues related to service fees primarily consisting of title and escrow fees at the Title and Settlement Services segment, which are recognized at a point in time at the closing of a homesale transaction, and relocation fees at the Relocation Services segment, which are recognized as revenue when or as the related performance obligation is satisfied, which is dependent on the type of service performed. Relocation fees at the Relocation Services segment primarily include: (i) referral fees which are recognized at a point in time of the closing of a homesale transaction, (ii) outsourcing fees, which are management fees charged to clients frequently related to a bundle of relocation services performed and are recognized over the average time period to complete a move, and (iii) referral commissions from third party suppliers which are recognized at the time of the completion of the related service. | |||||||
[12] | Approximately 5% of the Company's total net revenues related to franchise fees at the Real Estate Franchise Services segment, primarily domestic royalties, which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). | |||||||
[13] | Approximately 5% of the Company's total net revenues related to other revenue, which comprised of brand marketing funds received at the Real Estate Franchise Services segment from franchisees and other miscellaneous revenues across all of the business segments. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 104 | $ 96 | $ 161 | $ 178 |
Currency translation adjustment | 0 | 1 | (2) | 3 |
Defined benefit pension plan - amortization of actuarial loss to periodic pension cost | 0 | 1 | 1 | 1 |
Other comprehensive income (loss), before tax | 0 | 2 | (1) | 4 |
Income tax expense related to items of other comprehensive income amounts | 0 | 1 | 0 | 1 |
Other comprehensive income (loss), net of tax | 0 | 1 | (1) | 3 |
Comprehensive income | 104 | 97 | 160 | 181 |
Less: comprehensive income attributable to noncontrolling interests | (1) | (1) | (2) | (2) |
Comprehensive income attributable to Realogy Holdings and Realogy Group | $ 103 | $ 96 | $ 158 | $ 179 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 226 | $ 227 |
Restricted cash | 11 | 7 |
Trade receivables (net of allowance for doubtful accounts of $9 and $11) | 180 | 153 |
Relocation receivables | 334 | 223 |
Other current assets | 154 | 179 |
Total current assets | 905 | 789 |
Property and equipment, net | 284 | 289 |
Goodwill | 3,712 | 3,710 |
Trademarks | 749 | 749 |
Franchise agreements, net | 1,243 | 1,294 |
Other intangibles, net | 261 | 284 |
Other non-current assets | 284 | 222 |
Total assets | 7,438 | 7,337 |
Current liabilities: | ||
Accounts payable | 181 | 156 |
Securitization obligations | 264 | 194 |
Current portion of long-term debt | 727 | 127 |
Accrued expenses and other current liabilities | 395 | 478 |
Total current liabilities | 1,567 | 955 |
Long-term debt | 2,806 | 3,221 |
Deferred income taxes | 378 | 327 |
Other non-current liabilities | 244 | 212 |
Total liabilities | 4,995 | 4,715 |
Equity: | ||
Realogy Holdings preferred stock: $.01 par value; 50,000,000 shares authorized, none issued and outstanding at September 30, 2018 and December 31, 2017 | 0 | 0 |
Realogy Holdings common stock: $.01 par value; 400,000,000 shares authorized, 119,932,166 shares issued and outstanding at September 30, 2018 and 131,636,870 shares issued and outstanding at December 31, 2017 | 1 | 1 |
Additional paid-in capital | 4,970 | 5,285 |
Accumulated deficit | (2,485) | (2,631) |
Accumulated other comprehensive loss | (47) | (37) |
Total stockholders' equity | 2,439 | 2,618 |
Noncontrolling interests | 4 | 4 |
Total equity | 2,443 | 2,622 |
Total liabilities and equity | $ 7,438 | $ 7,337 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 9 | $ 11 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares outstanding | 119,932,166 | 131,636,870 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | ||
Operating Activities | |||
Net income | $ 161 | $ 178 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 146 | 149 | [1] |
Deferred income taxes | 59 | 129 | |
Amortization of deferred financing costs and discount | 11 | 12 | |
Loss on the early extinguishment of debt | 7 | 5 | |
Equity in (earnings) losses of unconsolidated entities | 3 | (7) | |
Stock-based compensation | 31 | 38 | |
Mark-to-market adjustments on derivatives | (20) | 6 | |
Other adjustments to net income | (1) | (2) | |
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | |||
Trade receivables | (26) | (13) | |
Relocation receivables | (112) | (30) | |
Other assets | (15) | (33) | |
Accounts payable, accrued expenses and other liabilities | (18) | 0 | |
Dividends received from unconsolidated entities | 3 | 24 | |
Other, net | (5) | (11) | |
Net cash provided by operating activities | 224 | 445 | |
Investing Activities | |||
Property and equipment additions | (73) | (69) | |
Payments for acquisitions, net of cash acquired | (1) | (13) | |
Investment in unconsolidated entities | (15) | (34) | |
Proceeds from investments in unconsolidated entities | 19 | 0 | |
Other, net | 10 | 17 | |
Net cash used in investing activities | (60) | (99) | |
Financing Activities | |||
Net change in revolving credit facility | 180 | (10) | |
Payments for refinancing of Term Loan B | (4) | 0 | |
Proceeds from refinancing of Term Loan A & A-1 | 17 | 0 | |
Amortization payments on term loan facilities | (17) | (31) | |
Net change in securitization obligations | 70 | 29 | |
Debt issuance costs | (16) | (6) | |
Cash paid for fees associated with early extinguishment of debt | 0 | (1) | |
Repurchase of common stock | (302) | (180) | |
Dividends paid on common stock | (34) | (37) | |
Proceeds from exercise of stock options | 0 | 7 | |
Taxes paid related to net share settlement for stock-based compensation | (10) | (11) | |
Payments of contingent consideration related to acquisitions | (21) | (18) | |
Other, net | (23) | (19) | |
Net cash used in financing activities | (160) | (277) | |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | (1) | 2 | |
Net increase in cash, cash equivalents and restricted cash | 3 | 71 | |
Cash, cash equivalents and restricted cash, beginning of period | 234 | 281 | |
Cash, cash equivalents and restricted cash, end of period | 237 | 352 | |
Supplemental Disclosure of Cash Flow Information | |||
Interest payments (including securitization interest of $6 and $5 for the periods presented) | 118 | 111 | |
Income tax payments, net | 10 | 10 | |
Securitization Interest | $ 6 | $ 5 | |
[1] | Includes the elimination of transactions between segments. |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | BASIS OF PRESENTATION Realogy Holdings Corp. ("Realogy Holdings", "Realogy" or the "Company") is a holding company for its consolidated subsidiaries including Realogy Intermediate Holdings LLC ("Realogy Intermediate") and Realogy Group LLC ("Realogy Group") and its consolidated subsidiaries. Realogy, through its subsidiaries, is a global provider of residential real estate services. Neither Realogy Holdings, the indirect parent of Realogy Group, nor Realogy Intermediate, the direct parent company of Realogy Group, conducts any operations other than with respect to its respective direct or indirect ownership of Realogy Group. As a result, the consolidated financial positions, results of operations, comprehensive income and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same. The accompanying Condensed Consolidated Financial Statements include the financial statements of Realogy Holdings and Realogy Group. Realogy Holdings' only asset is its investment in the common stock of Realogy Intermediate, and Realogy Intermediate's only asset is its investment in Realogy Group. Realogy Holdings' only obligations are its guarantees of certain borrowings and certain franchise obligations of Realogy Group. All expenses incurred by Realogy Holdings and Realogy Intermediate are for the benefit of Realogy Group and have been reflected in Realogy Group's Condensed Consolidated Financial Statements. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with Article 10 of Regulation S-X. Interim results may not be indicative of full year performance because of seasonal and short-term variations. The Company has eliminated all material intercompany transactions and balances between entities consolidated in these financial statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and the related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates. Certain reclassifications have been made to prior period amounts to conform to the current period presentation. In management's opinion, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of Realogy Holdings and Realogy Group's financial position as of September 30, 2018 and the results of operations and comprehensive income for the three and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017 . The Consolidated Balance Sheet at December 31, 2017 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2017 . Fair Value Measurements The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level Input: Input Definitions: Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach. The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. The following table summarizes fair value measurements by level at September 30, 2018 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 2 $ — $ — $ 2 Interest rate swaps (included in other non-current assets) — 15 — 15 Interest rate swaps (included in other non-current liabilities) — 2 — 2 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 11 11 The following table summarizes fair value measurements by level at December 31, 2017 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) $ 3 $ — $ — $ 3 Interest rate swaps (included in other current and non-current liabilities) — 13 — 13 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 34 34 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, 2017 $ 34 Additions: contingent consideration related to acquisitions completed during the period 1 Reductions: payments of contingent consideration (22 ) Changes in fair value (reflected in the Condensed Consolidated Statement of Operations) (2 ) Fair value of contingent consideration at September 30, 2018 $ 11 The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: September 30, 2018 December 31, 2017 Debt Principal Amount Estimated Principal Amount Estimated Senior Secured Credit Facility: Revolving Credit Facility $ 250 $ 250 $ 70 $ 70 Term Loan B 1,072 1,073 1,083 1,085 Term Loan A Facility: Term Loan A 741 741 391 393 Term Loan A-1 — — 342 343 4.50% Senior Notes 450 452 450 457 5.25% Senior Notes 550 549 550 569 4.875% Senior Notes 500 467 500 495 Securitization obligations 264 264 194 194 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. Equity Method Investments At September 30, 2018 and December 31, 2017 , the Company had various equity method investments aggregating $53 million and $74 million , respectively, which are recorded within other non-current assets on the accompanying Condensed Consolidated Balance Sheets. The $53 million investment balance at September 30, 2018 included $46 million for the Company's investment in Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity"). The Company's interest in PHH Home Loans, LLC ("PHH Home Loans") was sold to a subsidiary of PHH Corporation in the first quarter of 2018. The $74 million investment balance at December 31, 2017 included $48 million for the Company's investment in Guaranteed Rate Affinity and $19 million for the Company's remaining investment in PHH Home Loans. The Company received net cash proceeds of $19 million reducing the investment balance in PHH Home Loans to zero in the first quarter of 2018. For the three and nine months ended September 30, 2018 , the Company recorded equity losses of $1 million and $3 million , respectively, at the Title and Settlement Services segment primarily related to costs associated with the ramp up of operations of Guaranteed Rate Affinity. The Company recorded $10 million and $7 million of earnings related to its equity investments for the three and nine months ended September 30, 2017 , respectively, primarily related to earnings from the first two phases of the sale of PHH Home Loans' assets to Guaranteed Rate Affinity, partially offset by the recognition of certain exit costs at PHH Home Loans. The Company received $3 million and $24 million in cash dividends from equity method investments during the nine months ended September 30, 2018 and 2017 , respectively. The Company invested $4 million into Guaranteed Rate Affinity during the first quarter of 2018 and $34 million into Guaranteed Rate Affinity during the nine months ended September 30, 2017 . Income Taxes The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was an expense of $40 million and $67 million for the three months ended September 30, 2018 and 2017 , respectively, and an expense of $73 million and $131 million for the nine months ended September 30, 2018 and 2017 , respectively. Derivative Instruments The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The Company uses foreign currency forward contracts largely to manage its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and payables. The Company primarily manages its foreign currency exposure to the Euro, British Pound, Swiss Franc and Canadian Dollar. The Company has not elected to utilize hedge accounting for these forward contracts; therefore, any change in fair value is recorded in the Condensed Consolidated Statements of Operations. However, the fluctuations in the value of these forward contracts generally offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. As of September 30, 2018 , the Company had outstanding foreign currency forward contracts in an asset position with a fair value of less than $1 million and a notional value of $27 million . As of December 31, 2017 , the Company had outstanding foreign currency forward contracts in a liability position with a fair value of less than $1 million and a notional value of $25 million . The Company also enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. Interest rate swaps with a notional value of $425 million expired February 10, 2018. As of September 30, 2018 , the Company had interest rate swaps with an aggregate notional value of $1,600 million to offset the variability in cash flows resulting from the term loan facilities as follows: Notional Value (in millions) Commencement Date Expiration Date $600 August 2015 August 2020 $450 November 2017 November 2022 $400 (a) August 2020 August 2025 $150 (a) November 2022 November 2027 _______________ (a) During the second quarter of 2018, the Company entered into four new forward starting interest rate swaps, two with a notional value of $125 million and two with a notional value of $150 million . The swaps help to protect our outstanding variable rate borrowings from future interest rate volatility. The Company has not elected to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value is recorded in the Condensed Consolidated Statements of Operations. The fair value of derivative instruments was as follows: Not Designated as Hedging Instruments Balance Sheet Location September 30, 2018 December 31, 2017 Interest rate swap contracts Other non-current assets $ 15 $ — Other current and non-current liabilities 2 13 The effect of derivative instruments on earnings was as follows: Derivative Instruments Not Designated as Hedging Instruments Location of (Gain) or Loss Recognized for Derivative Instruments (Gain) or Loss Recognized on Derivatives Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Interest rate swap contracts Interest expense $ (7 ) $ — $ (19 ) $ 4 Foreign exchange contracts Operating expense — 1 (1 ) 2 Restricted Cash Restricted cash primarily relates to amounts specifically designated as collateral for the repayment of outstanding borrowings under the Company’s securitization facilities. Such amounts approximated $11 million and $7 million at September 30, 2018 and December 31, 2017 , respectively. Supplemental Cash Flow Information Significant non-cash transactions during the nine months ended September 30, 2018 and 2017 included capital lease additions of $11 million and $13 million , respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) " Revenue from Contracts with Customers " (the "new revenue standard"). The objective of the new revenue standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. After a review of the Company's revenue streams, the Company determined that the new revenue standard did not have a material impact on financial results as the majority of the Company's revenue is recognized at the completion of a homesale transaction which did not result in a change in the timing of recognition of revenue transactions under the new revenue standard. The Company adopted the new revenue standard on January 1, 2018 using the modified retrospective transition method in which the cumulative effect of applying the new revenue standard was recognized as an adjustment to the opening balance of retained earnings. See Note 2, "Revenue Recognition" for further details. In February 2018, the FASB issued a new standard which permits companies to reclassify certain income tax effects resulting from the 2017 Tax Act, called "stranded tax effects", from accumulated other comprehensive income ("AOCI") to retained earnings. According to the new guidance, the reclassification amount should include the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of enactment of the 2017 Tax Act related to items remaining in AOCI. The guidance is effective for all companies for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption is permitted. The Company early adopted this standard in the first quarter of 2018 which resulted in a debit to Accumulated other comprehensive loss and a credit to Accumulated deficit for $9 million . The Company’s accounting policy for releasing income tax effects from AOCI is to release those effects when our entire portfolio of the type of item is liquidated. In June 2018, the FASB issued a new standard related to non-employee share-based payment accounting. The new guidance eliminates specific accounting for non-employee share-based payments and aligns the treatment for awards issued to employees and non-employees reducing the complexity of measurement of non-employee awards and creating a single accounting model. The new standard is applied to all new awards granted after the date of adoption. In addition, all liability-classified awards that have not been settled and equity-classified awards for which a measurement date has not been established by the adoption date should be remeasured at fair value as of the adoption date with a cumulative effect adjustment to opening retained earnings in the fiscal year of adoption. If early adoption of the new guidance is chosen in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company elected to early adopt this guidance during the second quarter of 2018. There was an immaterial impact upon adoption. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. In February 2016, the FASB issued its new standard on leases which requires virtually all leases to be recognized on the balance sheet. Lessees will recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for lease incentives, prepayments and initial direct costs. For income statement purposes, leases will be classified as either operating or finance leases. Operating leases will result in straight-line expense, similar to current operating leases, while finance leases will result in a front-loaded expense pattern, similar to current capital leases. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. The new standard is effective on January 1, 2019, with early adoption permitted, requiring a modified retrospective transition approach, applying the new standard to all leases existing at the date of initial application. In July 2018, the FASB issued an ASU that allows entities to elect an optional transition relief giving companies the option to apply the provisions of the new guidance at the effective date (e.g., January 1, 2019), as opposed to the earliest comparative period presented in the financial statements under the modified retrospective transition approach (January 1, 2017), and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company will adopt the new standard during the first quarter of 2019 and will elect the optional transition relief. The new standard allows for an optional package of practical expedients during transition which permit companies to not reassess prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company plans to elect this package of practical expedients; however, the Company does not expect to elect the use of hindsight practical expedients and therefore current lease terms largely remained unchanged. The new standard also allows practical expedients for future accounting under the new standard. The Company plans to elect the short-term lease recognition exemption and will not recognize a lease obligation and right-of-use asset on its balance sheet for all leases with terms of 12 months or less. The Company also plans to elect the practical expedient to not separate lease and non-lease components for all of its leases resulting in a larger lease liability recorded on the balance sheet. The Company is still evaluating the impact of the standard on its consolidated financial statements but currently believes that the most significant effects of adoption relate to the recognition of new right-of-use assets and lease liabilities on the balance sheet for real estate operating leases. Future lease obligations are disclosed in Note 13. "Commitments and Contingencies" of the Annual Report on Form 10-K for the year ended December 31, 2017 . The Company is in the process of evaluating its policies and internal controls, as well as implementing a new lease management system which will be utilized to account for leases under the new guidance once adopted. In August 2018, the SEC issued a final rule that amends certain disclosure requirements as part of the SEC’s overall project to improve disclosure effectiveness and simplify compliance. The final rule eliminates redundant, duplicative and overlapping requirements which are substantially similar to current GAAP or other SEC disclosure requirements, as well as amends or removes outdated and superseded requirements. However, in some situations, the amendments expanded disclosure requirements, such as an analysis of changes in stockholders’ equity will now be required for the current and comparative quarter and year-to-date interim periods. The amended rules become effective 30 days after publication in the Federal Register. The Company has included its statement of changes in stockholders' equity for the three and nine month periods ended September 30, 2018 and September 30, 2017 to conform with the new requirements. |
Revenue Recognition Revenue Rec
Revenue Recognition Revenue Recognition | 9 Months Ended |
Sep. 30, 2018 | |
Revenue Recognition [Abstract] | |
Revenue from Contract with Customer [Text Block] | 2. REVENUE RECOGNITION Adoption of the New Revenue Standard Effective January 1, 2018, the Company adopted the new revenue standard using the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue standard; however, the comparative prior period amounts have not been restated and continue to be reported in accordance with historic accounting under ASC Topic 605. The majority of the Company's revenue continues to be recognized at the completion of a homesale transaction under the new revenue standard, however as a result of the adoption the Company recognized additional contract liabilities and deferred assets associated with certain other revenue streams. As of January 1, 2018, the Company recorded a net debit to its opening Accumulated deficit of $22 million , net of tax, due to the cumulative impact of adopting the new revenue standard, with the impact primarily related to the recognition of additional contract liabilities for initial area development fees and deferred assets for prepaid commissions. Contract Liabilities for Initial Area Development Fees ("ADF"): Contract liabilities are recorded when cash payments are received or due in advance of the Company's performance. The Company records these as deferred revenues and are classified as current or non-current liabilities in the Condensed Consolidated Balance Sheets based on the expected timing of revenue recognition. The Real Estate Franchise Services segment collects an initial ADF for international territory transactions, which are recorded as deferred revenue when received and recognized into revenue over the term of the agreement, typically 25 years, 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. ADFs were recognized as revenue upfront when received under historical guidance. Prepaid Commissions: The incremental direct costs of obtaining a contract, which primarily consist of franchise sales commissions, are deferred and amortized generally over the estimated life of the customer relationship for domestic and international contracts. The Company classifies prepaid commissions as current or non-current assets in the Condensed Consolidated Balance Sheets based on the expected timing of recognizing expense. The Real Estate Franchise Services segment recognizes a deferred asset for commissions paid to Realogy franchise sales employees upon the sale of a new franchise. The amount of commissions is calculated as a percentage of the anticipated gross commission income of the new franchisee or the amount of the ADF and is amortized on a straight-line basis over the estimated life of franchise customer relationships, 30 years for domestic franchise agreements, or the agreement term for international franchise agreements which is generally 25 years. Franchise sales commissions were expensed upfront when paid under historical guidance. Practical Expedients and Exemptions: The Company elected to apply the practical expedient that only requires the Company to apply the revenue standard to contracts that were open as of the beginning of the earliest period presented which impacted the amount of prepaid commissions capitalized. 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. The cumulative effect of the changes made to the Condensed Consolidated Balance Sheets for the adoption of the new revenue standard were as follows: Balance Sheet accounts prior to the new revenue standard adoption adjustments Adjustments due to the adoption of the new revenue standard Balance Sheet accounts after the new revenue standard adoption adjustments ASSETS Current assets: Trade receivables $ 153 $ 1 $ 154 Other current assets 179 2 181 Total current assets 789 3 792 Other non-current assets 222 23 245 Total assets $ 7,337 $ 26 $ 7,363 LIABILITIES AND EQUITY Current liabilities: Accrued expenses and other current liabilities $ 478 $ 2 $ 480 Total current liabilities 955 2 957 Deferred income taxes 327 (8 ) 319 Other non-current liabilities 212 54 266 Total liabilities 4,715 48 4,763 Equity: Accumulated deficit (a) (2,622 ) (22 ) (2,644 ) Accumulated other comprehensive loss (a) (46 ) — (46 ) Total stockholders' equity 2,618 (22 ) 2,596 Total equity 2,622 (22 ) 2,600 Total liabilities and equity $ 7,337 $ 26 $ 7,363 _______________ (a) Beginning balances have been adjusted 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 . See Note 1, "Basis of Presentation" in the "Recently Adopted Accounting Pronouncements" section for additional information. The impact of adopting the new revenue standard, as compared to historic guidance under ASC Topic 605, was immaterial to the Company's Condensed Consolidated Financial Statements as of and for the nine months ended September 30, 2018 . 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 new revenue standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended September 30, 2018 vs September 30, 2017 (e) Real Estate Company Relocation Title and Corporate and Other Total 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 Gross commission income (a) $ — $ — $ 1,246 $ 1,250 $ — $ — $ — $ — $ — $ — $ 1,246 $ 1,250 Service revenue (b) — — 3 1 107 110 158 150 — — 268 261 Franchise fees (c) 189 192 — — — — — — (80 ) (81 ) 109 111 Other (d) 32 32 19 16 1 1 4 4 (3 ) (1 ) 53 52 Net revenues $ 221 $ 224 $ 1,268 $ 1,267 $ 108 $ 111 $ 162 $ 154 $ (83 ) $ (82 ) $ 1,676 $ 1,674 Nine Months Ended September 30, 2018 vs September 30, 2017 (e) Real Estate Company Relocation Title and Corporate and Other Total 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 Gross commission income (a) $ — $ — $ 3,536 $ 3,505 $ — $ — $ — $ — $ — $ — $ 3,536 $ 3,505 Service revenue (b) — — 7 6 289 287 432 417 — — 728 710 Franchise fees (c) 531 525 — — — — — — (229 ) (229 ) 302 296 Other (d) 103 106 50 45 3 3 12 14 (9 ) (9 ) 159 159 Net revenues $ 634 $ 631 $ 3,593 $ 3,556 $ 292 $ 290 $ 444 $ 431 $ (238 ) $ (238 ) $ 4,725 $ 4,670 _______________ (a) Approximately 75% of the Company's total net revenues related to gross commission income at the Company Owned Brokerage Services segment, which is recognized at a point in time at the closing of a homesale transaction. (b) Approximately 15% of the Company's total net revenues related to service fees primarily consisting of title and escrow fees at the Title and Settlement Services segment, which are recognized at a point in time at the closing of a homesale transaction, and relocation fees at the Relocation Services segment, which are recognized as revenue when or as the related performance obligation is satisfied, which is dependent on the type of service performed. Relocation fees at the Relocation Services segment primarily include: (i) referral fees which are recognized at a point in time of the closing of a homesale transaction, (ii) outsourcing fees, which are management fees charged to clients frequently related to a bundle of relocation services performed and are recognized over the average time period to complete a move, and (iii) referral commissions from third party suppliers which are recognized at the time of the completion of the related service. (c) Approximately 5% of the Company's total net revenues related to franchise fees at the Real Estate Franchise Services segment, primarily domestic royalties, which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). (d) Approximately 5% of the Company's total net revenues related to other revenue, which comprised of brand marketing funds received at the Real Estate Franchise Services segment from franchisees and other miscellaneous revenues across all of the business segments. (e) Prior period amounts have not been adjusted under the modified retrospective method. The Company's revenue streams are discussed further below by business segment: Real Estate Franchise Services 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 accrued 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. Non-standard sales incentives are 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 decrease d from $13 million at January 1, 2018 to $8 million at September 30, 2018 primarily due to amounts recognized into revenue matching expenses for marketing activities, partially offset by additional fees received from franchisees during the nine months ended September 30, 2018 . The Company collects initial ADFs for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. The balance for deferred ADFs decrease d from $58 million at January 1, 2018 to $55 million at September 30, 2018 due to revenues of $4 million recognized during the nine months ended September 30, 2018 that were included in the deferred revenue balance at the beginning of the period, partially offset by $1 million of additional area development fees received during the nine months ended September 30, 2018 . 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 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 $24 million at both January 1, 2018 and September 30, 2018 . Company Owned Real Estate Brokerage Services 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 Condensed 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 the new development closes. The balance of advanced commissions related to developments was a liability of $10 million at both January 1, 2018 and September 30, 2018 . During the nine months ended September 30, 2018 , the balance increased $5 million related to additional commissions received for new developments, offset by a $5 million decrease due to revenues recognized on units closed. Relocation Services The Company provides relocation services to corporate and government clients for the transfer of their employees ("transferees"). Such services include homesale assistance including the purchasing and/or selling of a transferee’s home and providing home equity advances to transferees (generally guaranteed by the individual's employer), arranging household goods moving services, and other relocation services such as expense processing, relocation policy counseling, relocation-related accounting, coordinating visa and immigration support, intercultural and language training and destination services. In the majority of relocation transactions, the gain or loss on the sale of a transferee’s home is generally borne by the individual's employer. C lients may pay an outsourcing management fee that can cover several of the relocation services listed above, according to the clients' specific needs. In addition, the Company provides home buying and selling assistance to members of Affinity organizations. The Company earns referral commission revenue primarily from real estate brokers for the home sale and purchase for transferees a nd Affinity members, which is recognized at a point in time when the underlying property closes, and revenues from other third-party service providers where the Company earns a referral commission, which is recognized at the point in time at the completion of services. Furthermore, the Company generally earns interest income on the funds it advances on behalf of the transferring employee, which is recorded within other revenue (as is the corresponding interest expense on the securitization obligations) in the accompanying Condensed Consolidated Statements of Operations. The Company earns revenues from outsourcing management fees charged to clients for the performance and facilitation of relocation services. 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 outsourcing management fees was a liability of $5 million at both January 1, 2018 and September 30, 2018 . During the nine months ended September 30, 2018 , the balance increased $48 million primarily related to additions due to new management fees billed on new relocation files in advance of the Company satisfying its performance obligation, offset by a $48 million decrease as a result of revenues recognized as the performance obligations were satisfied. The Relocation Services segment manages the Cartus Broker Network, which is a network of real estate brokers consisting of our company owned brokerage operations, select franchisees and independent real estate brokers who have been approved to become members. Network fees are billed in the fourth quarter of the previous year for the following year's membership and recognized into revenue on a straight-line basis each month during the membership period. The balance for Cartus Broker Membership decrease d from $8 million at January 1, 2018 to $3 million at September 30, 2018 primarily due to $7 million of revenues recognized during the nine months ended September 30, 2018 that were included in the deferred revenue balance at the beginning of the period, partially offset by a $2 million increase related to new network fees. Title and Settlement Services 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 owns an underwriter of title insurance. For unaffiliated agents, the underwriter recognizes policy premium revenue on a gross basis (before deduction of agent commission) upon notice of policy issuance from the agent. For affiliated title agents, the underwriter recognizes the incremental policy premium revenue 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: Nine Months Ended September 30, 2018 Beginning Balance at January 1, 2018 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2018 Real Estate Franchise Services (a) $ 79 $ 88 $ (93 ) $ 74 Company Owned Real Estate Brokerage Services 17 12 (14 ) 15 Relocation Services 18 66 (71 ) 13 Total $ 114 $ 166 $ (178 ) $ 102 _______________ (a) Revenues recognized include intercompany marketing fees paid by the Company Owned Real Estate Brokerage Services segment. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Goodwill by segment and changes in the carrying amount are as follows: Real Estate Franchise Services Company Owned Brokerage Services Relocation Services Title and Settlement Services Total Company Gross goodwill as of December 31, 2017 $ 3,315 $ 1,062 $ 641 $ 478 $ 5,496 Accumulated impairment losses (1,023 ) (158 ) (281 ) (324 ) (1,786 ) Balance at December 31, 2017 2,292 904 360 154 3,710 Goodwill acquired (a) — 2 — — 2 Balance at September 30, 2018 $ 2,292 $ 906 $ 360 $ 154 $ 3,712 _______________ (a) Goodwill acquired during the nine months ended September 30, 2018 relates to the acquisition of three real estate brokerage operations. Intangible assets are as follows: As of September 30, 2018 As of December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable—Franchise agreements (a) $ 2,019 $ 776 $ 1,243 $ 2,019 $ 725 $ 1,294 Indefinite life—Trademarks (b) $ 749 $ 749 $ 749 $ 749 Other Intangibles Amortizable—License agreements (c) $ 45 $ 11 $ 34 $ 45 $ 10 $ 35 Amortizable—Customer relationships (d) 549 352 197 549 335 214 Indefinite life—Title plant shares (e) 18 18 18 18 Amortizable—Pendings and listings (f) — — — 2 1 1 Amortizable—Other (g) 32 20 12 33 17 16 Total Other Intangibles $ 644 $ 383 $ 261 $ 647 $ 363 $ 284 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily relates to the Century 21 ® , Coldwell Banker ® , ERA ® , Corcoran ® , Coldwell Banker Commercial ® and Cartus tradenames, which are expected to generate future cash flows for an indefinite period of time. (c) Relates to the Sotheby’s International Realty ® and Better Homes and Gardens ® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). (d) Relates to the customer relationships at the Relocation Services segment, the Title and Settlement Services segment and our Company Owned Real Estate Brokerage Services segment. These relationships are being amortized over a period of 2 to 20 years. (e) Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. (f) Generally amortized over a period of 5 months . (g) Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years. Intangible asset amortization expense is as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Franchise agreements $ 17 $ 16 $ 51 $ 50 License agreements 1 1 1 1 Customer relationships 5 5 17 18 Pendings and listings — 2 1 3 Other 1 1 3 4 Total $ 24 $ 25 $ 73 $ 76 Based on the Company’s amortizable intangible assets as of September 30, 2018 , the Company expects related amortization expense for the remainder of 2018 , the four succeeding years and thereafter to be approximately $25 million , $97 million , $95 million , $93 million , $92 million and $1,084 million , respectively. |
Accrued Expenses And Other Curr
Accrued Expenses And Other Current Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses And Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of: September 30, 2018 December 31, 2017 Accrued payroll and related employee costs $ 106 $ 140 Accrued volume incentives 34 41 Accrued commissions 36 38 Restructuring accruals 11 5 Deferred income 60 68 Accrued interest 34 13 Contingent consideration for acquisitions 7 26 Due to former parent 18 18 Other 89 129 Total accrued expenses and other current liabilities $ 395 $ 478 |
Short And Long Term-Debt
Short And Long Term-Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Short And Long-Term Debt | SHORT AND LONG-TERM DEBT Total indebtedness is as follows: September 30, 2018 December 31, 2017 Senior Secured Credit Facility: Revolving Credit Facility $ 250 $ 70 Term Loan B 1,056 1,063 Term Loan A Facility: Term Loan A 736 390 Term Loan A-1 — 339 4.50% Senior Notes 447 444 5.25% Senior Notes 547 546 4.875% Senior Notes 497 496 Total Short-Term & Long-Term Debt $ 3,533 $ 3,348 Securitization Obligations: Apple Ridge Funding LLC $ 250 $ 181 Cartus Financing Limited 14 13 Total Securitization Obligations $ 264 $ 194 Indebtedness Table As of September 30, 2018 , 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 $ 250 $ * $ 250 Term Loan B (3) February 2025 1,072 16 1,056 Term Loan A Facility: Term Loan A (4) February 2023 741 5 736 Senior Notes 4.50% April 2019 450 3 447 Senior Notes 5.25% December 2021 550 3 547 Senior Notes 4.875% June 2023 500 3 497 Securitization obligations: (5) Apple Ridge Funding LLC (6) June 2019 250 * 250 Cartus Financing Limited (7) August 2019 14 * 14 Total (8) $ 3,827 $ 30 $ 3,797 _______________ * The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets. (1) As of September 30, 2018 , the Company had $1,400 million of borrowing capacity under its Revolving Credit Facility, with $1,150 million of available capacity. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature of the facility. On October 31, 2018 , the Company had $253 million in outstanding borrowings under the Revolving Credit Facility, leaving $1,147 million of available capacity. (2) Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2018 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 senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018 . (3) The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75% ) or (b) ABR plus 1.25% (with an ABR floor of 1.75% ). (4) The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5% , 2.5% , 5.0% , 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018 . (5) Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. (6) As of September 30, 2018 , the Company utilized the full borrowing capacity of $250 million under the Apple Ridge Funding LLC securitization program. (7) Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of September 30, 2018 , the Company had $20 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $6 million of available capacity. In August 2018, Realogy Group extended the existing Cartus Financing Limited securitization program to August 2019. (8) Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $64 million utilized at a weighted average rate of 3.33% at September 30, 2018 . Maturities Table As of September 30, 2018 , the combined aggregate amount of maturities for long-term borrowings, excluding securitization obligations, for the remainder of 2018 and each of the next four years is as follows: Year Amount Remaining 2018 (a) $ 257 2019 480 2020 44 2021 612 2022 81 _______________ (a) Remaining 2018 includes amortization payments totaling $4 million and $3 million for the Term Loan A and Term Loan B facilities, respectively, as well as $250 million of revolver borrowings under the Revolving Credit Facility which expires in February 2023 but is classified on the balance sheet as current due to the revolving nature of the facility. The current portion of long term debt of $727 million shown on the condensed consolidated balance sheet consists of $447 million of 4.50% Senior Notes due April 2019, four quarters of amortization payments totaling $19 million and $11 million for the Term Loan A and Term Loan B facilities, respectively, and $250 million of revolver borrowings under the Revolving Credit Facility. The Company is evaluating different alternatives to repay the 4.50% Senior Notes due in April 2019 including refinancing or using existing available liquidity. Senior Secured Credit Facility In February 2018, the Company entered into fifth and sixth amendments to the Amended and Restated Senior Secured Credit Agreement dated as of March 5, 2013 (as amended, amended and restated, modified or supplemented from time to time, the "Senior Secured Credit Agreement") that respectively (i) replaced the approximately $1,100 million Term Loan B due July 2022 with a new $1,080 million Term Loan B due February 2025 and (ii) increased the borrowing capacity under its Revolving Credit Facility to $1,400 million from the prior $1,050 million and extended the maturity date to February 2023 from October 2020. The Senior Secured Credit Agreement provides for: (a) the Term Loan B issued in the original aggregate principal amount of $1,080 million with a maturity date of February 2025. The Term Loan B has quarterly amortization payments totaling 1% per annum of the initial aggregate principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at Realogy Group's option, adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75% ) or ABR plus 1.25% (with an ABR floor of 1.75% ); and (b) a $1,400 million Revolving Credit Facility with a maturity date of February 2023, which includes a $125 million letter of credit subfacility. The interest rate with respect to revolving loans under the Revolving Credit Facility is based on, at Realogy Group's option, adjusted LIBOR or ABR plus an additional margin subject to the following adjustments based on the Company’s then current senior secured leverage ratio: Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin Greater than 3.50 to 1.00 2.50% 1.50% Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 2.25% 1.25% Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 2.00% 1.00% Less than 2.00 to 1.00 1.75% 0.75% The Senior Secured Credit Agreement permits the Company to obtain up to $500 million of additional credit facilities from lenders reasonably satisfactory to the administrative agent and us, without the consent of the existing lenders under the new senior secured credit facility, plus an unlimited amount if Realogy Group's senior secured leverage ratio is less than 3.50 to 1.00 on a pro forma basis. Subject to certain restrictions, the Senior Secured Credit Agreement also permits us to issue senior secured or unsecured notes in lieu of any incremental facility. The obligations under the Senior Secured Credit Agreement are secured to the extent legally permissible by substantially all of the assets of Realogy Group, Realogy Intermediate and all of their domestic subsidiaries, other than certain excluded subsidiaries. Realogy Group’s Senior Secured Credit Agreement contains financial, affirmative and negative covenants and requires Realogy Group to maintain (so long as the Revolving Credit Facility is outstanding) a senior secured leverage ratio, not to exceed 4.75 to 1.00 . The leverage ratio is tested quarterly regardless of the amount of borrowings outstanding and letters of credit issued under the revolver at the testing date. Total senior secured net debt does not include unsecured indebtedness, including the Unsecured Notes as well as the securitization obligations. At September 30, 2018 , Realogy Group was in compliance with the senior secured leverage ratio covenant. Term Loan A Facility In February 2018, Realogy Group entered into a second amendment to the Term Loan A senior secured credit agreement. Under the amendment, the Company aggregated the existing $435 million Term Loan A and $355 million Term Loan A-1 tranches due October 2020 and July 2021, respectively, into a new single tranche of $750 million Term Loan A due February 2023. The Term Loan A provides for quarterly amortization payments totaling per annum 2.5% , 2.5% , 5.0% , 7.5% and 10.0% of the original principal amount of the Term Loan A, which commence on June 30, 2018 and continue through February 8, 2023. The interest rates with respect to the Term Loan A are based on, at our option, adjusted LIBOR or ABR plus an additional margin subject to the following adjustments based on the Company’s then current senior secured leverage ratio: Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin Greater than 3.50 to 1.00 2.50% 1.50% Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 2.25% 1.25% Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 2.00% 1.00% Less than 2.00 to 1.00 1.75% 0.75% Consistent with the Senior Secured Credit Agreement, the Term Loan A Facility permits the Company to obtain up to $500 million of additional credit facilities from lenders reasonably satisfactory to the administrative agent and the Company, without the consent of the existing lenders under the Term Loan A, plus an unlimited amount if the Company's senior secured leverage ratio is less than 3.50 to 1.00 on a pro forma basis. Subject to certain restrictions, the Term Loan A Facility also permits us to issue senior secured or unsecured notes in lieu of any incremental facility. Unsecured Notes The 4.50% Senior Notes, 5.25% Senior Notes and 4.875% Senior Notes (collectively the "Unsecured Notes") are unsecured senior obligations of Realogy Group that mature on April 15, 2019, December 1, 2021 and June 1, 2023, respectively. Interest on the Unsecured Notes is payable each year semiannually on April 15 and October 15 for the 4.50% Senior Notes and June 1 and December 1 for both the 5.25% Senior Notes and 4.875% Senior Notes. The Unsecured Notes are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility and Realogy Group's outstanding debt securities and are guaranteed by Realogy Holdings on an unsecured senior subordinated basis. The indentures governing the Unsecured Notes contain affirmative and negative covenants of Realogy Group and the subsidiary guarantors. Other Debt Facilities The Company has an Unsecured Letter of Credit Facility to provide for the issuance of letters of credit required for general corporate purposes by the Company. At September 30, 2018 , the capacity of the facility was $66 million , which expires in December 2019. At December 31, 2017, the capacity was $74 million , however $8 million of capacity under the facility expired in September 2018. As of September 30, 2018 and December 31, 2017 , the Company utilized $64 million and $69 million of the capacity, respectively. The fixed pricing to the Company is based on a spread above the credit default swap rate for senior unsecured debt obligations of the Company over the applicable letter of credit period. Realogy Group's obligations under the Unsecured Letter of Credit Facility are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility and Realogy Group's outstanding debt securities. Securitization Obligations Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program. As of September 30, 2018 , the Company utilized the full borrowing capacity of $250 million under the Apple Ridge Funding LLC securitization program. Realogy Group, through a special purpose entity known as Cartus Financing Limited, has agreements providing for a £10 million revolving loan facility and a £5 million working capital facility. In August 2018, Realogy Group extended the existing Cartus Financing Limited securitization program to August 2019. As of September 30, 2018 , there were $14 million of outstanding borrowings on the facilities. These Cartus Financing Limited facilities are secured by the relocation assets of a U.K. government contract in this special purpose entity and are therefore classified as permitted securitization financings as defined in Realogy Group’s Senior Secured Credit Facility and the indentures governing the Unsecured Notes. The Apple Ridge entities and the Cartus Financing Limited entity are consolidated special purpose entities that are utilized to securitize relocation receivables and related assets. These assets are generated from advancing funds on behalf of clients of Realogy Group’s relocation business in order to facilitate the relocation of their employees. Assets of these special purpose entities are not available to pay Realogy Group’s general obligations. Under the Apple Ridge program, provided no termination or amortization event has occurred, any new receivables generated under the designated relocation management agreements are sold into the securitization program and as new eligible relocation management agreements are entered into, the new agreements are designated to the program. The Apple Ridge program has restrictive covenants and trigger events, including performance triggers linked to the age and quality of the underlying assets, foreign obligor limits, multicurrency limits, financial reporting requirements, restrictions on mergers and change of control, any uncured breach of Realogy Group’s senior secured leverage ratio under Realogy Group’s Senior Secured Credit Facility, and cross-defaults to Realogy Group’s material indebtedness. The occurrence of a trigger event under the Apple Ridge securitization facility could restrict our ability to access new or existing funding under this facility or result in termination of the facility, either of which would adversely affect the operation of our relocation business. Certain of the funds that Realogy Group receives from relocation receivables and related assets must be utilized to repay securitization obligations. These obligations were collateralized by $336 million and $218 million of underlying relocation receivables and other related relocation assets at September 30, 2018 and December 31, 2017 , respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Realogy Group’s securitization obligations are classified as current in the accompanying Condensed Consolidated Balance Sheets. Interest incurred in connection with borrowings under these facilities amounted to $2 million for both the three months ended September 30, 2018 and 2017 , and $6 million and $5 million for the nine months ended September 30, 2018 and 2017 , respectively. This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Realogy Group's relocation business where interest is generally earned on such assets. These securitization obligations represent floating rate debt for which the average weighted interest rate was 3.7% and 3.3% for the nine months ended September 30, 2018 and 2017 , respectively. Loss on the Early Extinguishment of Debt and Write-Off of Financing Costs 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 first nine months of 2018 . As a result of the refinancing transaction in January 2017 and a reduction of the Unsecured Letter of Credit Facility in September of 2017, the Company recorded losses on the early extinguishment of debt of $5 million during the nine months ended September 30, 2017 . |
Restructuring Costs Restructuri
Restructuring Costs Restructuring Costs | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure | 6. RESTRUCTURING COSTS Restructuring charges were $9 million and $45 million for the three and nine months ended September 30, 2018 , respectively, and $2 million and $9 million for the three and nine months ended September 30, 2017 , respectively. The components of the restructuring charges for the three and nine months ended September 30, 2018 and 2017 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Personnel-related costs (1) $ 3 $ 1 $ 20 $ 7 Facility-related costs (2) 3 — 15 1 Internal use software impairment (3) 3 — 10 — Other restructuring costs (4) — 1 — 1 Total restructuring charges (5) $ 9 $ 2 $ 45 $ 9 _______________ (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, lease payments, net of applicable sublease income, that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. (3) Internal use software impairment relates to development costs capitalized for a project that was determined to not meet the Company's strategic goals when analyzed by the Company's new leadership team. $7 million was recognized during the first quarter of 2018 and an additional $3 million was recognized during the third quarter of 2018. (4) Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities which are primarily included in the Corporate and Other business segment. (5) The three and nine months ended September 30, 2018 includes $9 million and $43 million , respectively, of expense related to the Leadership Realignment and Other Restructuring Activities program and zero and $2 million , respectively, of expense related to the Business Optimization Initiative program. 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 include senior leadership realignment, an enhanced focus on technology and talent, as well as further attention on office footprint and other operational efficiencies. The following is a reconciliation of the beginning and ending reserve balances for the restructuring program related to Leadership Realignment and Other Restructuring Activities: Personnel-related costs Facility-related costs Internal use software impairment Total Balance at December 31, 2017 $ — $ — $ — $ — Restructuring charges 20 13 10 43 Costs paid or otherwise settled (15 ) (5 ) (10 ) (30 ) Balance at September 30, 2018 $ 5 $ 8 $ — $ 13 The following table shows the total costs currently expected to be incurred by type of cost the restructuring program related to Leadership Realignment and Other Restructuring Activities: Total amount expected to be incurred Amount incurred to date Total amount remaining to be incurred Personnel-related costs $ 31 $ 20 $ 11 Facility-related costs 20 13 7 Internal use software impairment 10 10 — Total $ 61 $ 43 $ 18 The following table shows the total costs currently expected to be incurred by reportable segment for the restructuring program related to Leadership Realignment and Other Restructuring Activities: Total amount expected to be incurred Amount incurred to date Total amount remaining to be incurred Real Estate Franchise Services $ 3 $ 3 $ — Company Owned Real Estate Brokerage Services 36 28 8 Relocation Services 9 9 — Title and Settlement Services 2 1 1 Corporate and Other 11 2 9 Total $ 61 $ 43 $ 18 Business Optimization Initiative During the fourth quarter of 2015, the Company began a business optimization initiative that focused on maximizing the efficiency and effectiveness of the cost structure of each of the Company's business units. The action was designed to improve client service levels across each of the business units while enhancing the Company's profitability and incremental margins. The plan focused on several key areas of opportunity which include process improvement efficiencies, office footprint optimization, leveraging technology and media spend, centralized procurement, outsourcing administrative services and organizational design. The expected costs of activities undertaken in connection with the restructuring plan are largely complete. At December 31, 2017, the remaining liability was $7 million . During the nine months ended September 30, 2018 , the Company incurred facility-related costs of $2 million and paid or settled costs of $6 million , resulting in a remaining accrual of $3 million . |
Equity Equity
Equity Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | EQUITY Condensed Consolidated Statement of Changes in Equity for Realogy Holdings Three Months Ended September 30, 2018 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at June 30, 2018 124.6 $ 1 $ 5,073 $ (2,588 ) $ (47 ) $ 3 $ 2,442 Net income — — — 103 — 1 104 Other comprehensive income — — — — — — — Repurchase of common stock (4.7 ) — (102 ) — — — (102 ) Exercise of stock options — — — — — — — Stock-based compensation — — 10 — — — 10 Issuance of shares for vesting of equity awards — — — — — — — Shares withheld for taxes on equity awards — — — — — — — Dividends declared ($0.09 per share) — — (11 ) — — — (11 ) Balance at September 30, 2018 119.9 $ 1 $ 4,970 $ (2,485 ) $ (47 ) $ 4 $ 2,443 Nine Months Ended September 30, 2018 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at December 31, 2017 131.6 $ 1 $ 5,285 $ (2,631 ) $ (37 ) $ 4 $ 2,622 Cumulative effect of adoption of new accounting pronouncements — — — (13 ) (9 ) — (22 ) Net income — — — 159 — 2 161 Other comprehensive income — — — — (1 ) — (1 ) Repurchase of common stock (12.5 ) — (302 ) — — — (302 ) Exercise of stock options — — — — — — — Stock-based compensation — — 31 — — — 31 Issuance of shares for vesting of equity awards 1.2 — — — — — — Shares withheld for taxes on equity awards (0.4 ) — (10 ) — — — (10 ) Dividends declared ($0.27 per share) — — (34 ) — — (2 ) (36 ) Balance at September 30, 2018 119.9 $ 1 $ 4,970 $ (2,485 ) $ (47 ) $ 4 $ 2,443 Three Months Ended September 30, 2017 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at June 30, 2017 136.8 $ 1 $ 5,438 $ (2,981 ) $ (38 ) $ 3 $ 2,423 Net income — — — 95 — 1 96 Other comprehensive income — — — — 1 — 1 Repurchase of common stock (1.7 ) — (59 ) — — — (59 ) Exercise of stock options 0.1 — 4 — — — 4 Stock-based compensation — — 13 — — — 13 Issuance of shares for vesting of equity awards — — — — — — — Shares withheld for taxes on equity awards — — (1 ) — — — (1 ) Dividends declared ($0.09 per share) — — (12 ) — — — (12 ) Balance at September 30, 2017 135.2 $ 1 $ 5,383 $ (2,886 ) $ (37 ) $ 4 $ 2,465 Nine Months Ended September 30, 2017 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at December 31, 2016 140.2 $ 1 $ 5,565 $ (3,062 ) $ (40 ) $ 5 $ 2,469 Net income — — — 176 — 2 178 Other comprehensive income — — — — 3 — 3 Repurchase of common stock (5.9 ) — (180 ) — — — (180 ) Exercise of stock options 0.3 — 7 — — — 7 Stock-based compensation — — 38 — — — 38 Issuance of shares for vesting of equity awards 1.0 — — — — — — Shares withheld for taxes on equity awards (0.4 ) — (10 ) — — — (10 ) Dividends declared ($0.27 per share) — — (37 ) — — (3 ) (40 ) Balance at September 30, 2017 135.2 $ 1 $ 5,383 $ (2,886 ) $ (37 ) $ 4 $ 2,465 Condensed Consolidated Statement of Changes in Equity for Realogy Group The Company has not included a statement of changes in equity for Realogy Group as the operating results of Group are consistent with the operating results of Realogy Holdings as all revenue and expenses of Realogy Group flow up to Realogy Holdings and there are no incremental activities at the Realogy Holdings level. The only difference between Realogy Group and Realogy Holdings is that the $1 million in par value of common stock in Realogy Holdings' equity is included in additional paid in capital in Realogy Groups' equity. Stock Repurchases The Company may repurchase shares of its common stock under authorizations from its Board of Directors. Shares repurchased are retired and not displayed separately as treasury stock on the consolidated financial statements. The par value of the shares repurchased and retired is deducted from common stock and the excess of the purchase price over par value is first charged against any available additional paid-in capital with the balance charged to retained earnings. Direct costs incurred to repurchase the shares are included in the total cost of the shares. The Company's Board of Directors authorized a share repurchase program of up to $275 million , $300 million and $350 million of the Company's common stock in February 2016, 2017 and 2018, respectively. In the third quarter of 2018 , the Company repurchased and retired 4.7 million shares of common stock for $102 million at a weighted average market price of $21.37 per share. For the nine months ended September 30, 2018 , the Company repurchased and retired 12.5 million shares of common stock for $302 million at a weighted average market price of $24.07 per share. As of September 30, 2018 , the Company had repurchased and retired 29 million shares of common stock for an aggregate of $776 million at a total weighted average market price of $26.74 per share. As of September 30, 2018 , $149 million remained available for repurchase under the February 2018 share repurchase program. Stock-Based Compensation During the first quarter of 2018 , the Company granted 0.4 million shares of non-qualified stock options with a weighted exercise price of $25.35 and 1.1 million shares of restricted stock units ("RSUs") with a weighted average grant date fair value of $25.45 . On May 2, 2018, the Company granted RSUs and PSUs aggregating 0.8 million shares, which were approved by the Company's Board of Directors on March 1, 2018 but subject to approval of the 2018 LTIP at the 2018 Annual Meeting of Stockholders held on May 2, 2018, with a weighted average grant date fair value of $25.04 . Dividend Policy In August 2016, the Company’s Board of Directors approved the initiation of a quarterly cash dividend policy of $0.09 per share on its common stock. The Board declared and paid a quarterly cash dividend of $0.09 per share on the Company’s common stock during the first, second and third quarters of 2018 . The declaration and payment of any future dividend will be subject to the discretion of the Board of Directors and will depend on a variety of factors, including the Company’s financial condition and results of operations, contractual restrictions, including restrictive covenants contained in the Company’s credit agreements, and the indentures governing the Company’s outstanding debt securities, capital requirements and other factors that the Board of Directors deems relevant. Pursuant to the Company’s policy, dividends payable in cash are treated as a reduction of additional paid-in capital since the Company is currently in an accumulated deficit position. |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | . EARNINGS PER SHARE Earnings per share attributable to Realogy Holdings Basic earnings per share is computed based on net income attributable to Realogy Holdings stockholders divided by the basic weighted-average shares outstanding during the period. Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. Realogy Holdings uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options. Three Months Ended September 30, Nine Months Ended September 30, (in millions, except per share data) 2018 2017 2018 2017 Net income attributable to Realogy Holdings shareholders $ 103 $ 95 $ 159 $ 176 Basic weighted average shares 122.7 136.1 126.5 137.8 Stock options, restricted stock units and performance share units (a) 0.9 2.0 1.1 1.6 Weighted average diluted shares 123.6 138.1 127.6 139.4 Earnings Per Share: Basic $ 0.84 $ 0.70 $ 1.26 $ 1.28 Diluted $ 0.83 $ 0.69 $ 1.25 $ 1.26 _______________ (a) The three and nine months ended September 30, 2018 , respectively exclude 7.4 million and 7.2 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. The three and nine months ended September 30, 2017 , respectively, exclude 4.9 million and 5.3 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. In the third quarter of 2018 , the Company repurchased and retired 4.7 million shares of common stock for $102 million at a weighted average market price of $21.37 per share. For the nine months ended September 30, 2018 , the Company repurchased and retired 12.5 million shares of common stock for $302 million at a weighted average market price of $24.07 per share. The purchase of shares under this plan reduces the weighted-average number of shares outstanding in the basic earnings per share calculation. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES Litigation The Company is involved in claims, legal proceedings, alternative dispute resolution and governmental inquiries related to alleged contract disputes, business practices, intellectual property and other commercial, employment, regulatory and tax matters. Examples of such matters include but are not limited to allegations: • that residential real estate sales agents engaged by NRT—under certain state or federal laws—are potentially employees instead of independent contractors, and they or regulators therefore may bring claims against NRT for breach of contract, wage and hour classification claims, wrongful discharge, unemployment and workers' compensation and could seek benefits, back wages, overtime, indemnification, penalties related to classification practices and expense reimbursement available to employees; • concerning other employment law matters, including wage and hour claims; • 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 claims for alleged RESPA or state real estate law violations; • concerning claims generally against the company owned brokerage operations for negligence, misrepresentation or breach of fiduciary duty in connection with the performance of real estate brokerage or other professional services as well as other brokerage claims associated with listing information and property history; • related to copyright law, including infringement actions alleging improper use of copyrighted photographs on websites or in marketing materials without consent of the copyright holder; • concerning claims generally against the title company contending that, as the escrow company, the company knew or should have known that a transaction was fraudulent or concerning other title defects or settlement errors; • concerning information security and cyber-crime, including claims under new and emerging data privacy laws related to the protection of customer, employee or third-party information, as well as those related to the diversion of homesale transaction closing funds; • concerning anti-trust and anti-competition matters; and • those related to general fraud claims. Real Estate Business Litigation Dodge, et al. v. PHH Corporation, et al., formerly captioned Strader, et al. and Hall v. PHH Corporation, et al. (U.S. District Court for the Central District of California). This is a purported class action brought by four California residents against 15 defendants, including Realogy and certain of its subsidiaries, PHH Corporation and PHH Home Loans, LLC (a joint venture between Realogy and PHH), alleging violations of Section 8(a) of RESPA. On May 19, 2017, the parties held a mediation session, at which they agreed in principle to a settlement of the action, pursuant to which the Company would pay approximately $8 million (or one-half of the settlement). In settling the matter, the Company specifically denied any wrongdoing with respect to the claims asserted in the case. As a result of the settlement, the Company accrued $8 million in the second quarter of 2017 and the liability is included in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. The Court granted final approval of the settlement effective as of August 27, 2018. 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, actions against our title company alleging it knew or should have known that others were committing mortgage fraud, standard brokerage disputes like the failure to disclose accurate square footage or hidden defects in the property such as mold, vicarious liability based upon conduct of individuals or entities outside of our control, including franchisees and independent sales agents, antitrust and anti-competition claims, general fraud claims (including wire fraud associated with third-party diversion of funds from a brokerage transaction), employment law claims, including claims challenging the classification of our sales agents as independent contractors, wage and hour classification claims and claims alleging violations of RESPA or state consumer fraud statutes. While the results of such claims and legal actions cannot be predicted with certainty, we do not believe based on information currently available to us that the final outcome of current proceedings against the Company will have a material adverse effect on our consolidated financial position, results of operations or cash flows. 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. * * * 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. Cendant Corporate Liabilities and Guarantees to Cendant and Affiliates Realogy Group (then Realogy Corporation) separated from Cendant on July 31, 2006 (the "Separation"), pursuant to a plan by Cendant (now known as Avis Budget Group, Inc.) to separate into four independent companies— one for each of Cendant's business units—real estate services (Realogy Group), travel distribution services ("Travelport"), hospitality services, including timeshare resorts ("Wyndham Worldwide"), and vehicle rental ("Avis Budget Group"). Pursuant to the Separation and Distribution Agreement dated as of July 27, 2006 among Cendant, Realogy Group, Wyndham Worldwide and Travelport (the "Separation and Distribution Agreement"), each of Realogy Group, Wyndham Worldwide and Travelport have assumed certain contingent and other corporate liabilities (and related costs and expenses), which are primarily related to each of their respective businesses. In addition, Realogy Group has assumed 62.5% and Wyndham Worldwide has assumed 37.5% of certain contingent and other corporate liabilities (and related costs and expenses) of Cendant. The due to former parent balance was $18 million at both September 30, 2018 and December 31, 2017 , respectively. The due to former parent balance was comprised of the Company’s portion of the following: (i) Cendant’s remaining state and foreign contingent tax liabilities, (ii) accrued interest on contingent tax liabilities, (iii) potential liabilities related to Cendant’s terminated or divested businesses, and (iv) potential liabilities related to the residual portion of accruals for Cendant operations. 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 $538 million at September 30, 2018 and $469 million at December 31, 2017 . These escrow and trust deposits are not assets of the Company and, therefore, are excluded from the accompanying Condensed Consolidated Balance Sheets. However, the Company remains contingently liable for the disposition of these deposits. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The reportable segments presented below represent the Company’s operating segments for which separate financial information is available and which is utilized on a regular basis by its chief operating decision maker to assess performance and to allocate resources. In identifying its reportable segments, the Company also considers the nature of services provided by its operating segments. Management evaluates the operating results of each of its reportable segments based upon revenue and Operating EBITDA. Operating EBITDA is defined by us as net income (loss) before depreciation and amortization, interest expense, net (other than relocation services interest for securitization assets and securitization obligations), income taxes, and other items that are not core to the operating activities of the Company such as restructuring charges, former parent legacy items, losses on the early extinguishment of debt, asset impairments, gains or losses on discontinued operations and gains or losses on the sale of investments or other assets. The Company’s presentation of Operating EBITDA may not be comparable to similar measures used by other companies. Revenues (a) (b) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Real Estate Franchise Services $ 221 $ 224 $ 634 $ 631 Company Owned Real Estate Brokerage Services 1,268 1,267 3,593 3,556 Relocation Services 108 111 292 290 Title and Settlement Services 162 154 444 431 Corporate and Other (c) (83 ) (82 ) (238 ) (238 ) Total Company $ 1,676 $ 1,674 $ 4,725 $ 4,670 _______________ (a) Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $83 million and $238 million for the three and nine months ended September 30, 2018 , respectively, and $82 million and $238 million for the three and nine months ended September 30, 2017 , respectively. Such amounts are eliminated through the Corporate and Other line. (b) Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $10 million and $30 million for the three and nine months ended September 30, 2018 , respectively, and $11 million and $31 million for the three and nine months ended September 30, 2017 , respectively. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. (c) Includes the elimination of transactions between segments. Operating EBITDA Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (a) Real Estate Franchise Services $ 161 $ 159 $ 439 $ 428 Company Owned Real Estate Brokerage Services (b) 43 64 59 121 Relocation Services 39 37 72 65 Title and Settlement Services 20 21 45 49 Corporate and Other (c) (21 ) (23 ) (63 ) (75 ) Total Company $ 242 $ 258 $ 552 $ 588 Less: Depreciation and amortization (d) $ 49 $ 51 $ 148 $ 150 Interest expense, net 41 41 120 127 Income tax expense 40 67 73 131 Restructuring costs, net (e) 9 2 45 9 Former parent legacy cost (benefit) (f) — 1 — (10 ) Loss on the early extinguishment of debt (f) — 1 7 5 Net income attributable to Realogy Holdings and Realogy Group $ 103 $ 95 $ 159 $ 176 _______________ (a) Includes an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other. (b) NRT Operating EBITDA includes $12 million and $8 million of equity earnings from PHH Home Loans for the three and nine months ended September 30, 2017 . (c) Includes the elimination of transactions between segments. (d) Depreciation and amortization for the nine months ended September 30, 2018 includes $2 million of amortization expense and for both the three and nine months ended September 30, 2017 includes $1 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Condensed Consolidated Statement of Operations. (e) The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment. The three months ended September 30, 2017 includes restructuring charges of $2 million in the Company Owned Real Estate Brokerage Services segment. The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million at Title and Settlement Services segment and $2 million in the Corporate and Other segment. The nine months ended September 30, 2017 includes restructuring charges of $1 million in the Real Estate Franchise Services segment and $8 million in the Company Owned Real Estate Brokerage Services segment. (f) Former parent legacy items and loss on the early extinguishment of debt are recorded in the Corporate and Other segment. |
Basis Of Presentation Basis of
Basis Of Presentation Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Measurement, Policy | The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level Input: Input Definitions: Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach. The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. |
Equity Method Investments, Policy | Equity Method Investments At September 30, 2018 and December 31, 2017 , the Company had various equity method investments aggregating $53 million and $74 million , respectively, which are recorded within other non-current assets on the accompanying Condensed Consolidated Balance Sheets. The $53 million investment balance at September 30, 2018 included $46 million for the Company's investment in Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity"). The Company's interest in PHH Home Loans, LLC ("PHH Home Loans") was sold to a subsidiary of PHH Corporation in the first quarter of 2018. The $74 million investment balance at December 31, 2017 included $48 million for the Company's investment in Guaranteed Rate Affinity and $19 million for the Company's remaining investment in PHH Home Loans. The Company received net cash proceeds of $19 million reducing the investment balance in PHH Home Loans to zero in the first quarter of 2018. For the three and nine months ended September 30, 2018 , the Company recorded equity losses of $1 million and $3 million , respectively, at the Title and Settlement Services segment primarily related to costs associated with the ramp up of operations of Guaranteed Rate Affinity. The Company recorded $10 million and $7 million of earnings related to its equity investments for the three and nine months ended September 30, 2017 , respectively, primarily related to earnings from the first two phases of the sale of PHH Home Loans' assets to Guaranteed Rate Affinity, partially offset by the recognition of certain exit costs at PHH Home Loans. The Company received $3 million and $24 million in cash dividends from equity method investments during the nine months ended September 30, 2018 and 2017 , respectively. The Company invested $4 million into Guaranteed Rate Affinity during the first quarter of 2018 and $34 million into Guaranteed Rate Affinity during the nine months ended September 30, 2017 . |
Income Tax, Policy | Income Taxes The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was an expense of $40 million and $67 million for the three months ended September 30, 2018 and 2017 , respectively, and an expense of $73 million and $131 million for the nine months ended September 30, 2018 and 2017 , respectively. |
Derivatives, Policy | Derivative Instruments The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The Company uses foreign currency forward contracts largely to manage its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables and payables. The Company primarily manages its foreign currency exposure to the Euro, British Pound, Swiss Franc and Canadian Dollar. The Company has not elected to utilize hedge accounting for these forward contracts; therefore, any change in fair value is recorded in the Condensed Consolidated Statements of Operations. However, the fluctuations in the value of these forward contracts generally offset the impact of changes in the value of the underlying risk that they are intended to economically hedge. As of September 30, 2018 , the Company had outstanding foreign currency forward contracts in an asset position with a fair value of less than $1 million and a notional value of $27 million . As of December 31, 2017 , the Company had outstanding foreign currency forward contracts in a liability position with a fair value of less than $1 million and a notional value of $25 million . The Company also enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. Interest rate swaps with a notional value of $425 million expired February 10, 2018. As of September 30, 2018 , the Company had interest rate swaps with an aggregate notional value of $1,600 million to offset the variability in cash flows resulting from the term loan facilities as follows: Notional Value (in millions) Commencement Date Expiration Date $600 August 2015 August 2020 $450 November 2017 November 2022 $400 (a) August 2020 August 2025 $150 (a) November 2022 November 2027 _______________ (a) During the second quarter of 2018, the Company entered into four new forward starting interest rate swaps, two with a notional value of $125 million and two with a notional value of $150 million . The swaps help to protect our outstanding variable rate borrowings from future interest rate volatility. The Company has not elected to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value is recorded in the Condensed Consolidated Statements of Operations. The fair value of derivative instruments was as follows: Not Designated as Hedging Instruments Balance Sheet Location September 30, 2018 December 31, 2017 Interest rate swap contracts Other non-current assets $ 15 $ — Other current and non-current liabilities 2 13 The effect of derivative instruments on earnings was as follows: Derivative Instruments Not Designated as Hedging Instruments Location of (Gain) or Loss Recognized for Derivative Instruments (Gain) or Loss Recognized on Derivatives Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Interest rate swap contracts Interest expense $ (7 ) $ — $ (19 ) $ 4 Foreign exchange contracts Operating expense — 1 (1 ) 2 |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy | Restricted Cash Restricted cash primarily relates to amounts specifically designated as collateral for the repayment of outstanding borrowings under the Company’s securitization facilities. Such amounts approximated $11 million and $7 million at September 30, 2018 and December 31, 2017 , respectively. |
New Accounting Pronouncements, Policy | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) " Revenue from Contracts with Customers " (the "new revenue standard"). The objective of the new revenue standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. After a review of the Company's revenue streams, the Company determined that the new revenue standard did not have a material impact on financial results as the majority of the Company's revenue is recognized at the completion of a homesale transaction which did not result in a change in the timing of recognition of revenue transactions under the new revenue standard. The Company adopted the new revenue standard on January 1, 2018 using the modified retrospective transition method in which the cumulative effect of applying the new revenue standard was recognized as an adjustment to the opening balance of retained earnings. See Note 2, "Revenue Recognition" for further details. In February 2018, the FASB issued a new standard which permits companies to reclassify certain income tax effects resulting from the 2017 Tax Act, called "stranded tax effects", from accumulated other comprehensive income ("AOCI") to retained earnings. According to the new guidance, the reclassification amount should include the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of enactment of the 2017 Tax Act related to items remaining in AOCI. The guidance is effective for all companies for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption is permitted. The Company early adopted this standard in the first quarter of 2018 which resulted in a debit to Accumulated other comprehensive loss and a credit to Accumulated deficit for $9 million . The Company’s accounting policy for releasing income tax effects from AOCI is to release those effects when our entire portfolio of the type of item is liquidated. In June 2018, the FASB issued a new standard related to non-employee share-based payment accounting. The new guidance eliminates specific accounting for non-employee share-based payments and aligns the treatment for awards issued to employees and non-employees reducing the complexity of measurement of non-employee awards and creating a single accounting model. The new standard is applied to all new awards granted after the date of adoption. In addition, all liability-classified awards that have not been settled and equity-classified awards for which a measurement date has not been established by the adoption date should be remeasured at fair value as of the adoption date with a cumulative effect adjustment to opening retained earnings in the fiscal year of adoption. If early adoption of the new guidance is chosen in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company elected to early adopt this guidance during the second quarter of 2018. There was an immaterial impact upon adoption. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. In February 2016, the FASB issued its new standard on leases which requires virtually all leases to be recognized on the balance sheet. Lessees will recognize a right-of-use asset and a lease liability for all leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for lease incentives, prepayments and initial direct costs. For income statement purposes, leases will be classified as either operating or finance leases. Operating leases will result in straight-line expense, similar to current operating leases, while finance leases will result in a front-loaded expense pattern, similar to current capital leases. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. The new standard is effective on January 1, 2019, with early adoption permitted, requiring a modified retrospective transition approach, applying the new standard to all leases existing at the date of initial application. In July 2018, the FASB issued an ASU that allows entities to elect an optional transition relief giving companies the option to apply the provisions of the new guidance at the effective date (e.g., January 1, 2019), as opposed to the earliest comparative period presented in the financial statements under the modified retrospective transition approach (January 1, 2017), and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company will adopt the new standard during the first quarter of 2019 and will elect the optional transition relief. The new standard allows for an optional package of practical expedients during transition which permit companies to not reassess prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company plans to elect this package of practical expedients; however, the Company does not expect to elect the use of hindsight practical expedients and therefore current lease terms largely remained unchanged. The new standard also allows practical expedients for future accounting under the new standard. The Company plans to elect the short-term lease recognition exemption and will not recognize a lease obligation and right-of-use asset on its balance sheet for all leases with terms of 12 months or less. The Company also plans to elect the practical expedient to not separate lease and non-lease components for all of its leases resulting in a larger lease liability recorded on the balance sheet. The Company is still evaluating the impact of the standard on its consolidated financial statements but currently believes that the most significant effects of adoption relate to the recognition of new right-of-use assets and lease liabilities on the balance sheet for real estate operating leases. Future lease obligations are disclosed in Note 13. "Commitments and Contingencies" of the Annual Report on Form 10-K for the year ended December 31, 2017 . The Company is in the process of evaluating its policies and internal controls, as well as implementing a new lease management system which will be utilized to account for leases under the new guidance once adopted. In August 2018, the SEC issued a final rule that amends certain disclosure requirements as part of the SEC’s overall project to improve disclosure effectiveness and simplify compliance. The final rule eliminates redundant, duplicative and overlapping requirements which are substantially similar to current GAAP or other SEC disclosure requirements, as well as amends or removes outdated and superseded requirements. However, in some situations, the amendments expanded disclosure requirements, such as an analysis of changes in stockholders’ equity will now be required for the current and comparative quarter and year-to-date interim periods. The amended rules become effective 30 days after publication in the Federal Register. The Company has included its statement of changes in stockholders' equity for the three and nine month periods ended September 30, 2018 and September 30, 2017 to conform with the new requirements. |
Revenue Recognition Revenue R_2
Revenue Recognition Revenue Recognition (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition, Policy | 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 new revenue standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended September 30, 2018 vs September 30, 2017 (e) Real Estate Company Relocation Title and Corporate and Other Total 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 Gross commission income (a) $ — $ — $ 1,246 $ 1,250 $ — $ — $ — $ — $ — $ — $ 1,246 $ 1,250 Service revenue (b) — — 3 1 107 110 158 150 — — 268 261 Franchise fees (c) 189 192 — — — — — — (80 ) (81 ) 109 111 Other (d) 32 32 19 16 1 1 4 4 (3 ) (1 ) 53 52 Net revenues $ 221 $ 224 $ 1,268 $ 1,267 $ 108 $ 111 $ 162 $ 154 $ (83 ) $ (82 ) $ 1,676 $ 1,674 Nine Months Ended September 30, 2018 vs September 30, 2017 (e) Real Estate Company Relocation Title and Corporate and Other Total 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 Gross commission income (a) $ — $ — $ 3,536 $ 3,505 $ — $ — $ — $ — $ — $ — $ 3,536 $ 3,505 Service revenue (b) — — 7 6 289 287 432 417 — — 728 710 Franchise fees (c) 531 525 — — — — — — (229 ) (229 ) 302 296 Other (d) 103 106 50 45 3 3 12 14 (9 ) (9 ) 159 159 Net revenues $ 634 $ 631 $ 3,593 $ 3,556 $ 292 $ 290 $ 444 $ 431 $ (238 ) $ (238 ) $ 4,725 $ 4,670 _______________ (a) Approximately 75% of the Company's total net revenues related to gross commission income at the Company Owned Brokerage Services segment, which is recognized at a point in time at the closing of a homesale transaction. (b) Approximately 15% of the Company's total net revenues related to service fees primarily consisting of title and escrow fees at the Title and Settlement Services segment, which are recognized at a point in time at the closing of a homesale transaction, and relocation fees at the Relocation Services segment, which are recognized as revenue when or as the related performance obligation is satisfied, which is dependent on the type of service performed. Relocation fees at the Relocation Services segment primarily include: (i) referral fees which are recognized at a point in time of the closing of a homesale transaction, (ii) outsourcing fees, which are management fees charged to clients frequently related to a bundle of relocation services performed and are recognized over the average time period to complete a move, and (iii) referral commissions from third party suppliers which are recognized at the time of the completion of the related service. (c) Approximately 5% of the Company's total net revenues related to franchise fees at the Real Estate Franchise Services segment, primarily domestic royalties, which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). (d) Approximately 5% of the Company's total net revenues related to other revenue, which comprised of brand marketing funds received at the Real Estate Franchise Services segment from franchisees and other miscellaneous revenues across all of the business segments. (e) Prior period amounts have not been adjusted under the modified retrospective method. The Company's revenue streams are discussed further below by business segment: Real Estate Franchise Services 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 accrued 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. Non-standard sales incentives are 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 decrease d from $13 million at January 1, 2018 to $8 million at September 30, 2018 primarily due to amounts recognized into revenue matching expenses for marketing activities, partially offset by additional fees received from franchisees during the nine months ended September 30, 2018 . The Company collects initial ADFs for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. The balance for deferred ADFs decrease d from $58 million at January 1, 2018 to $55 million at September 30, 2018 due to revenues of $4 million recognized during the nine months ended September 30, 2018 that were included in the deferred revenue balance at the beginning of the period, partially offset by $1 million of additional area development fees received during the nine months ended September 30, 2018 . 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 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 $24 million at both January 1, 2018 and September 30, 2018 . Company Owned Real Estate Brokerage Services 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 Condensed 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 the new development closes. The balance of advanced commissions related to developments was a liability of $10 million at both January 1, 2018 and September 30, 2018 . During the nine months ended September 30, 2018 , the balance increased $5 million related to additional commissions received for new developments, offset by a $5 million decrease due to revenues recognized on units closed. Relocation Services The Company provides relocation services to corporate and government clients for the transfer of their employees ("transferees"). Such services include homesale assistance including the purchasing and/or selling of a transferee’s home and providing home equity advances to transferees (generally guaranteed by the individual's employer), arranging household goods moving services, and other relocation services such as expense processing, relocation policy counseling, relocation-related accounting, coordinating visa and immigration support, intercultural and language training and destination services. In the majority of relocation transactions, the gain or loss on the sale of a transferee’s home is generally borne by the individual's employer. C lients may pay an outsourcing management fee that can cover several of the relocation services listed above, according to the clients' specific needs. In addition, the Company provides home buying and selling assistance to members of Affinity organizations. The Company earns referral commission revenue primarily from real estate brokers for the home sale and purchase for transferees a nd Affinity members, which is recognized at a point in time when the underlying property closes, and revenues from other third-party service providers where the Company earns a referral commission, which is recognized at the point in time at the completion of services. Furthermore, the Company generally earns interest income on the funds it advances on behalf of the transferring employee, which is recorded within other revenue (as is the corresponding interest expense on the securitization obligations) in the accompanying Condensed Consolidated Statements of Operations. The Company earns revenues from outsourcing management fees charged to clients for the performance and facilitation of relocation services. 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 outsourcing management fees was a liability of $5 million at both January 1, 2018 and September 30, 2018 . During the nine months ended September 30, 2018 , the balance increased $48 million primarily related to additions due to new management fees billed on new relocation files in advance of the Company satisfying its performance obligation, offset by a $48 million decrease as a result of revenues recognized as the performance obligations were satisfied. The Relocation Services segment manages the Cartus Broker Network, which is a network of real estate brokers consisting of our company owned brokerage operations, select franchisees and independent real estate brokers who have been approved to become members. Network fees are billed in the fourth quarter of the previous year for the following year's membership and recognized into revenue on a straight-line basis each month during the membership period. The balance for Cartus Broker Membership decrease d from $8 million at January 1, 2018 to $3 million at September 30, 2018 primarily due to $7 million of revenues recognized during the nine months ended September 30, 2018 that were included in the deferred revenue balance at the beginning of the period, partially offset by a $2 million increase related to new network fees. Title and Settlement Services 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 owns an underwriter of title insurance. For unaffiliated agents, the underwriter recognizes policy premium revenue on a gross basis (before deduction of agent commission) upon notice of policy issuance from the agent. For affiliated title agents, the underwriter recognizes the incremental policy premium revenue 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: Nine Months Ended September 30, 2018 Beginning Balance at January 1, 2018 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2018 Real Estate Franchise Services (a) $ 79 $ 88 $ (93 ) $ 74 Company Owned Real Estate Brokerage Services 17 12 (14 ) 15 Relocation Services 18 66 (71 ) 13 Total $ 114 $ 166 $ (178 ) $ 102 _______________ (a) Revenues recognized include intercompany marketing fees paid by the Company Owned Real Estate Brokerage Services segment. |
Equity Equity (Policies)
Equity Equity (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stock Repurchase Policy [Policy Text Block] | Stock Repurchases The Company may repurchase shares of its common stock under authorizations from its Board of Directors. Shares repurchased are retired and not displayed separately as treasury stock on the consolidated financial statements. The par value of the shares repurchased and retired is deducted from common stock and the excess of the purchase price over par value is first charged against any available additional paid-in capital with the balance charged to retained earnings. Direct costs incurred to repurchase the shares are included in the total cost of the shares. The Company's Board of Directors authorized a share repurchase program of up to $275 million , $300 million and $350 million of the Company's common stock in February 2016, 2017 and 2018, respectively. In the third quarter of 2018 , the Company repurchased and retired 4.7 million shares of common stock for $102 million at a weighted average market price of $21.37 per share. For the nine months ended September 30, 2018 , the Company repurchased and retired 12.5 million shares of common stock for $302 million at a weighted average market price of $24.07 per share. As of September 30, 2018 , the Company had repurchased and retired 29 million shares of common stock for an aggregate of $776 million at a total weighted average market price of $26.74 per share. As of September 30, 2018 , $149 million remained available for repurchase under the February 2018 share repurchase program. |
Dividends Policy [Policy Text Block] | Dividend Policy In August 2016, the Company’s Board of Directors approved the initiation of a quarterly cash dividend policy of $0.09 per share on its common stock. The Board declared and paid a quarterly cash dividend of $0.09 per share on the Company’s common stock during the first, second and third quarters of 2018 . The declaration and payment of any future dividend will be subject to the discretion of the Board of Directors and will depend on a variety of factors, including the Company’s financial condition and results of operations, contractual restrictions, including restrictive covenants contained in the Company’s credit agreements, and the indentures governing the Company’s outstanding debt securities, capital requirements and other factors that the Board of Directors deems relevant. Pursuant to the Company’s policy, dividends payable in cash are treated as a reduction of additional paid-in capital since the Company is currently in an accumulated deficit position. |
Basis Of Presentation (Tables)
Basis Of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Hierarchy | The following table summarizes fair value measurements by level at September 30, 2018 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 2 $ — $ — $ 2 Interest rate swaps (included in other non-current assets) — 15 — 15 Interest rate swaps (included in other non-current liabilities) — 2 — 2 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 11 11 The following table summarizes fair value measurements by level at December 31, 2017 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) $ 3 $ — $ — $ 3 Interest rate swaps (included in other current and non-current liabilities) — 13 — 13 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 34 34 |
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, 2017 $ 34 Additions: contingent consideration related to acquisitions completed during the period 1 Reductions: payments of contingent consideration (22 ) Changes in fair value (reflected in the Condensed Consolidated Statement of Operations) (2 ) Fair value of contingent consideration at September 30, 2018 $ 11 |
Fair Value, by Balance Sheet Grouping | The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: September 30, 2018 December 31, 2017 Debt Principal Amount Estimated Principal Amount Estimated Senior Secured Credit Facility: Revolving Credit Facility $ 250 $ 250 $ 70 $ 70 Term Loan B 1,072 1,073 1,083 1,085 Term Loan A Facility: Term Loan A 741 741 391 393 Term Loan A-1 — — 342 343 4.50% Senior Notes 450 452 450 457 5.25% Senior Notes 550 549 550 569 4.875% Senior Notes 500 467 500 495 Securitization obligations 264 264 194 194 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Schedule of Derivative Instruments | Notional Value (in millions) Commencement Date Expiration Date $600 August 2015 August 2020 $450 November 2017 November 2022 $400 (a) August 2020 August 2025 $150 (a) November 2022 November 2027 _______________ (a) During the second quarter of 2018, the Company entered into four new forward starting interest rate swaps, two with a notional value of $125 million and two with a notional value of $150 million . |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of derivative instruments was as follows: Not Designated as Hedging Instruments Balance Sheet Location September 30, 2018 December 31, 2017 Interest rate swap contracts Other non-current assets $ 15 $ — Other current and non-current liabilities 2 13 |
Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location | The effect of derivative instruments on earnings was as follows: Derivative Instruments Not Designated as Hedging Instruments Location of (Gain) or Loss Recognized for Derivative Instruments (Gain) or Loss Recognized on Derivatives Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Interest rate swap contracts Interest expense $ (7 ) $ — $ (19 ) $ 4 Foreign exchange contracts Operating expense — 1 (1 ) 2 |
Revenue Recognition Revenue R_3
Revenue Recognition Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue Recognition [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The cumulative effect of the changes made to the Condensed Consolidated Balance Sheets for the adoption of the new revenue standard were as follows: Balance Sheet accounts prior to the new revenue standard adoption adjustments Adjustments due to the adoption of the new revenue standard Balance Sheet accounts after the new revenue standard adoption adjustments ASSETS Current assets: Trade receivables $ 153 $ 1 $ 154 Other current assets 179 2 181 Total current assets 789 3 792 Other non-current assets 222 23 245 Total assets $ 7,337 $ 26 $ 7,363 LIABILITIES AND EQUITY Current liabilities: Accrued expenses and other current liabilities $ 478 $ 2 $ 480 Total current liabilities 955 2 957 Deferred income taxes 327 (8 ) 319 Other non-current liabilities 212 54 266 Total liabilities 4,715 48 4,763 Equity: Accumulated deficit (a) (2,622 ) (22 ) (2,644 ) Accumulated other comprehensive loss (a) (46 ) — (46 ) Total stockholders' equity 2,618 (22 ) 2,596 Total equity 2,622 (22 ) 2,600 Total liabilities and equity $ 7,337 $ 26 $ 7,363 _______________ (a) Beginning balances have been adjusted 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 . See Note 1, "Basis of Presentation" in the "Recently Adopted Accounting Pronouncements" section for additional information. |
Disaggregation of Revenue | The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended September 30, 2018 vs September 30, 2017 (e) Real Estate Company Relocation Title and Corporate and Other Total 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 Gross commission income (a) $ — $ — $ 1,246 $ 1,250 $ — $ — $ — $ — $ — $ — $ 1,246 $ 1,250 Service revenue (b) — — 3 1 107 110 158 150 — — 268 261 Franchise fees (c) 189 192 — — — — — — (80 ) (81 ) 109 111 Other (d) 32 32 19 16 1 1 4 4 (3 ) (1 ) 53 52 Net revenues $ 221 $ 224 $ 1,268 $ 1,267 $ 108 $ 111 $ 162 $ 154 $ (83 ) $ (82 ) $ 1,676 $ 1,674 Nine Months Ended September 30, 2018 vs September 30, 2017 (e) Real Estate Company Relocation Title and Corporate and Other Total 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 Gross commission income (a) $ — $ — $ 3,536 $ 3,505 $ — $ — $ — $ — $ — $ — $ 3,536 $ 3,505 Service revenue (b) — — 7 6 289 287 432 417 — — 728 710 Franchise fees (c) 531 525 — — — — — — (229 ) (229 ) 302 296 Other (d) 103 106 50 45 3 3 12 14 (9 ) (9 ) 159 159 Net revenues $ 634 $ 631 $ 3,593 $ 3,556 $ 292 $ 290 $ 444 $ 431 $ (238 ) $ (238 ) $ 4,725 $ 4,670 _______________ (a) Approximately 75% of the Company's total net revenues related to gross commission income at the Company Owned Brokerage Services segment, which is recognized at a point in time at the closing of a homesale transaction. (b) Approximately 15% of the Company's total net revenues related to service fees primarily consisting of title and escrow fees at the Title and Settlement Services segment, which are recognized at a point in time at the closing of a homesale transaction, and relocation fees at the Relocation Services segment, which are recognized as revenue when or as the related performance obligation is satisfied, which is dependent on the type of service performed. Relocation fees at the Relocation Services segment primarily include: (i) referral fees which are recognized at a point in time of the closing of a homesale transaction, (ii) outsourcing fees, which are management fees charged to clients frequently related to a bundle of relocation services performed and are recognized over the average time period to complete a move, and (iii) referral commissions from third party suppliers which are recognized at the time of the completion of the related service. (c) Approximately 5% of the Company's total net revenues related to franchise fees at the Real Estate Franchise Services segment, primarily domestic royalties, which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). (d) Approximately 5% of the Company's total net revenues related to other revenue, which comprised of brand marketing funds received at the Real Estate Franchise Services segment from franchisees and other miscellaneous revenues across all of the business segments. (e) Prior period amounts have not been adjusted under the modified retrospective method. |
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: Nine Months Ended September 30, 2018 Beginning Balance at January 1, 2018 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2018 Real Estate Franchise Services (a) $ 79 $ 88 $ (93 ) $ 74 Company Owned Real Estate Brokerage Services 17 12 (14 ) 15 Relocation Services 18 66 (71 ) 13 Total $ 114 $ 166 $ (178 ) $ 102 _______________ (a) Revenues recognized include intercompany marketing fees paid by the Company Owned Real Estate Brokerage Services segment. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill by segment and changes in the carrying amount | Goodwill by segment and changes in the carrying amount are as follows: Real Estate Franchise Services Company Owned Brokerage Services Relocation Services Title and Settlement Services Total Company Gross goodwill as of December 31, 2017 $ 3,315 $ 1,062 $ 641 $ 478 $ 5,496 Accumulated impairment losses (1,023 ) (158 ) (281 ) (324 ) (1,786 ) Balance at December 31, 2017 2,292 904 360 154 3,710 Goodwill acquired (a) — 2 — — 2 Balance at September 30, 2018 $ 2,292 $ 906 $ 360 $ 154 $ 3,712 _______________ (a) Goodwill acquired during the nine months ended September 30, 2018 relates to the acquisition of three real estate brokerage operations. |
Intangible assets | Intangible assets are as follows: As of September 30, 2018 As of December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortizable—Franchise agreements (a) $ 2,019 $ 776 $ 1,243 $ 2,019 $ 725 $ 1,294 Indefinite life—Trademarks (b) $ 749 $ 749 $ 749 $ 749 Other Intangibles Amortizable—License agreements (c) $ 45 $ 11 $ 34 $ 45 $ 10 $ 35 Amortizable—Customer relationships (d) 549 352 197 549 335 214 Indefinite life—Title plant shares (e) 18 18 18 18 Amortizable—Pendings and listings (f) — — — 2 1 1 Amortizable—Other (g) 32 20 12 33 17 16 Total Other Intangibles $ 644 $ 383 $ 261 $ 647 $ 363 $ 284 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily relates to the Century 21 ® , Coldwell Banker ® , ERA ® , Corcoran ® , Coldwell Banker Commercial ® and Cartus tradenames, which are expected to generate future cash flows for an indefinite period of time. (c) Relates to the Sotheby’s International Realty ® and Better Homes and Gardens ® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). (d) Relates to the customer relationships at the Relocation Services segment, the Title and Settlement Services segment and our Company Owned Real Estate Brokerage Services segment. These relationships are being amortized over a period of 2 to 20 years. (e) Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. (f) Generally amortized over a period of 5 months . (g) Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years. |
Intangible asset amortization expense | Intangible asset amortization expense is as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Franchise agreements $ 17 $ 16 $ 51 $ 50 License agreements 1 1 1 1 Customer relationships 5 5 17 18 Pendings and listings — 2 1 3 Other 1 1 3 4 Total $ 24 $ 25 $ 73 $ 76 |
Accrued Expenses And Other Cu_2
Accrued Expenses And Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: September 30, 2018 December 31, 2017 Accrued payroll and related employee costs $ 106 $ 140 Accrued volume incentives 34 41 Accrued commissions 36 38 Restructuring accruals 11 5 Deferred income 60 68 Accrued interest 34 13 Contingent consideration for acquisitions 7 26 Due to former parent 18 18 Other 89 129 Total accrued expenses and other current liabilities $ 395 $ 478 |
Short And Long-Term Debt (Table
Short And Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Total Indebtedness | Total indebtedness is as follows: September 30, 2018 December 31, 2017 Senior Secured Credit Facility: Revolving Credit Facility $ 250 $ 70 Term Loan B 1,056 1,063 Term Loan A Facility: Term Loan A 736 390 Term Loan A-1 — 339 4.50% Senior Notes 447 444 5.25% Senior Notes 547 546 4.875% Senior Notes 497 496 Total Short-Term & Long-Term Debt $ 3,533 $ 3,348 Securitization Obligations: Apple Ridge Funding LLC $ 250 $ 181 Cartus Financing Limited 14 13 Total Securitization Obligations $ 264 $ 194 |
Schedule of Debt | As of September 30, 2018 , 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 $ 250 $ * $ 250 Term Loan B (3) February 2025 1,072 16 1,056 Term Loan A Facility: Term Loan A (4) February 2023 741 5 736 Senior Notes 4.50% April 2019 450 3 447 Senior Notes 5.25% December 2021 550 3 547 Senior Notes 4.875% June 2023 500 3 497 Securitization obligations: (5) Apple Ridge Funding LLC (6) June 2019 250 * 250 Cartus Financing Limited (7) August 2019 14 * 14 Total (8) $ 3,827 $ 30 $ 3,797 _______________ * The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets. (1) As of September 30, 2018 , the Company had $1,400 million of borrowing capacity under its Revolving Credit Facility, with $1,150 million of available capacity. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature of the facility. On October 31, 2018 , the Company had $253 million in outstanding borrowings under the Revolving Credit Facility, leaving $1,147 million of available capacity. (2) Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2018 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 senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018 . (3) The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75% ) or (b) ABR plus 1.25% (with an ABR floor of 1.75% ). (4) The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5% , 2.5% , 5.0% , 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018 . (5) Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. (6) As of September 30, 2018 , the Company utilized the full borrowing capacity of $250 million under the Apple Ridge Funding LLC securitization program. (7) Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of September 30, 2018 , the Company had $20 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $6 million of available capacity. In August 2018, Realogy Group extended the existing Cartus Financing Limited securitization program to August 2019. (8) Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $64 million utilized at a weighted average rate of 3.33% at September 30, 2018 . |
Schedule of Maturities of Long-term Debt | Year Amount Remaining 2018 (a) $ 257 2019 480 2020 44 2021 612 2022 81 _______________ (a) Remaining 2018 includes amortization payments totaling $4 million and $3 million for the Term Loan A and Term Loan B facilities, respectively, as well as $250 million of revolver borrowings under the Revolving Credit Facility which expires in February 2023 but is classified on the balance sheet as current due to the revolving nature of the facility. The current portion of long term debt of $727 million shown on the condensed consolidated balance sheet consists of $447 million of 4.50% Senior Notes due April 2019, four quarters of amortization payments totaling $19 million and $11 million for the Term Loan A and Term Loan B facilities, respectively, and $250 million of revolver borrowings under the Revolving Credit Facility. The Company is evaluating different alternatives to repay the 4.50% Senior Notes due in April 2019 including refinancing or using existing available liquidity. |
Interest Rate Table for Revolving Credit Facility | Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin Greater than 3.50 to 1.00 2.50% 1.50% Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 2.25% 1.25% Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 2.00% 1.00% Less than 2.00 to 1.00 1.75% 0.75% |
Interest Rate Table for Term Loan A | Senior Secured Leverage Ratio Applicable LIBOR Margin Applicable ABR Margin Greater than 3.50 to 1.00 2.50% 1.50% Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 2.25% 1.25% Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 2.00% 1.00% Less than 2.00 to 1.00 1.75% 0.75% |
Restructuring Costs Restructu_2
Restructuring Costs Restructuring Costs (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The components of the restructuring charges for the three and nine months ended September 30, 2018 and 2017 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Personnel-related costs (1) $ 3 $ 1 $ 20 $ 7 Facility-related costs (2) 3 — 15 1 Internal use software impairment (3) 3 — 10 — Other restructuring costs (4) — 1 — 1 Total restructuring charges (5) $ 9 $ 2 $ 45 $ 9 _______________ (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, lease payments, net of applicable sublease income, that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. (3) Internal use software impairment relates to development costs capitalized for a project that was determined to not meet the Company's strategic goals when analyzed by the Company's new leadership team. $7 million was recognized during the first quarter of 2018 and an additional $3 million was recognized during the third quarter of 2018. (4) Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities which are primarily included in the Corporate and Other business segment. (5) The three and nine months ended September 30, 2018 includes $9 million and $43 million , respectively, of expense related to the Leadership Realignment and Other Restructuring Activities program and zero and $2 million , respectively, of expense related to the Business Optimization Initiative program. |
Schedule of Restructuring Reserve by Type of Cost | The following is a reconciliation of the beginning and ending reserve balances for the restructuring program related to Leadership Realignment and Other Restructuring Activities: Personnel-related costs Facility-related costs Internal use software impairment Total Balance at December 31, 2017 $ — $ — $ — $ — Restructuring charges 20 13 10 43 Costs paid or otherwise settled (15 ) (5 ) (10 ) (30 ) Balance at September 30, 2018 $ 5 $ 8 $ — $ 13 |
Schedule of Expected Restructuring Costs by Cost Type | The following table shows the total costs currently expected to be incurred by type of cost the restructuring program related to Leadership Realignment and Other Restructuring Activities: Total amount expected to be incurred Amount incurred to date Total amount remaining to be incurred Personnel-related costs $ 31 $ 20 $ 11 Facility-related costs 20 13 7 Internal use software impairment 10 10 — Total $ 61 $ 43 $ 18 |
Schedule of Expected Restructuring Costs by Business Segment | The following table shows the total costs currently expected to be incurred by reportable segment for the restructuring program related to Leadership Realignment and Other Restructuring Activities: Total amount expected to be incurred Amount incurred to date Total amount remaining to be incurred Real Estate Franchise Services $ 3 $ 3 $ — Company Owned Real Estate Brokerage Services 36 28 8 Relocation Services 9 9 — Title and Settlement Services 2 1 1 Corporate and Other 11 2 9 Total $ 61 $ 43 $ 18 |
Equity Equity (Tables)
Equity Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | Three Months Ended September 30, 2018 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at June 30, 2018 124.6 $ 1 $ 5,073 $ (2,588 ) $ (47 ) $ 3 $ 2,442 Net income — — — 103 — 1 104 Other comprehensive income — — — — — — — Repurchase of common stock (4.7 ) — (102 ) — — — (102 ) Exercise of stock options — — — — — — — Stock-based compensation — — 10 — — — 10 Issuance of shares for vesting of equity awards — — — — — — — Shares withheld for taxes on equity awards — — — — — — — Dividends declared ($0.09 per share) — — (11 ) — — — (11 ) Balance at September 30, 2018 119.9 $ 1 $ 4,970 $ (2,485 ) $ (47 ) $ 4 $ 2,443 Nine Months Ended September 30, 2018 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at December 31, 2017 131.6 $ 1 $ 5,285 $ (2,631 ) $ (37 ) $ 4 $ 2,622 Cumulative effect of adoption of new accounting pronouncements — — — (13 ) (9 ) — (22 ) Net income — — — 159 — 2 161 Other comprehensive income — — — — (1 ) — (1 ) Repurchase of common stock (12.5 ) — (302 ) — — — (302 ) Exercise of stock options — — — — — — — Stock-based compensation — — 31 — — — 31 Issuance of shares for vesting of equity awards 1.2 — — — — — — Shares withheld for taxes on equity awards (0.4 ) — (10 ) — — — (10 ) Dividends declared ($0.27 per share) — — (34 ) — — (2 ) (36 ) Balance at September 30, 2018 119.9 $ 1 $ 4,970 $ (2,485 ) $ (47 ) $ 4 $ 2,443 Three Months Ended September 30, 2017 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at June 30, 2017 136.8 $ 1 $ 5,438 $ (2,981 ) $ (38 ) $ 3 $ 2,423 Net income — — — 95 — 1 96 Other comprehensive income — — — — 1 — 1 Repurchase of common stock (1.7 ) — (59 ) — — — (59 ) Exercise of stock options 0.1 — 4 — — — 4 Stock-based compensation — — 13 — — — 13 Issuance of shares for vesting of equity awards — — — — — — — Shares withheld for taxes on equity awards — — (1 ) — — — (1 ) Dividends declared ($0.09 per share) — — (12 ) — — — (12 ) Balance at September 30, 2017 135.2 $ 1 $ 5,383 $ (2,886 ) $ (37 ) $ 4 $ 2,465 Nine Months Ended September 30, 2017 Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non- controlling Interests Total Equity Shares Amount Balance at December 31, 2016 140.2 $ 1 $ 5,565 $ (3,062 ) $ (40 ) $ 5 $ 2,469 Net income — — — 176 — 2 178 Other comprehensive income — — — — 3 — 3 Repurchase of common stock (5.9 ) — (180 ) — — — (180 ) Exercise of stock options 0.3 — 7 — — — 7 Stock-based compensation — — 38 — — — 38 Issuance of shares for vesting of equity awards 1.0 — — — — — — Shares withheld for taxes on equity awards (0.4 ) — (10 ) — — — (10 ) Dividends declared ($0.27 per share) — — (37 ) — — (3 ) (40 ) Balance at September 30, 2017 135.2 $ 1 $ 5,383 $ (2,886 ) $ (37 ) $ 4 $ 2,465 |
Earnings Per Share Earnings (Lo
Earnings Per Share Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, (in millions, except per share data) 2018 2017 2018 2017 Net income attributable to Realogy Holdings shareholders $ 103 $ 95 $ 159 $ 176 Basic weighted average shares 122.7 136.1 126.5 137.8 Stock options, restricted stock units and performance share units (a) 0.9 2.0 1.1 1.6 Weighted average diluted shares 123.6 138.1 127.6 139.4 Earnings Per Share: Basic $ 0.84 $ 0.70 $ 1.26 $ 1.28 Diluted $ 0.83 $ 0.69 $ 1.25 $ 1.26 _______________ (a) The three and nine months ended September 30, 2018 , respectively exclude 7.4 million and 7.2 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. The three and nine months ended September 30, 2017 , respectively, exclude 4.9 million and 5.3 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Revenues | Revenues (a) (b) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Real Estate Franchise Services $ 221 $ 224 $ 634 $ 631 Company Owned Real Estate Brokerage Services 1,268 1,267 3,593 3,556 Relocation Services 108 111 292 290 Title and Settlement Services 162 154 444 431 Corporate and Other (c) (83 ) (82 ) (238 ) (238 ) Total Company $ 1,676 $ 1,674 $ 4,725 $ 4,670 _______________ (a) Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $83 million and $238 million for the three and nine months ended September 30, 2018 , respectively, and $82 million and $238 million for the three and nine months ended September 30, 2017 , respectively. Such amounts are eliminated through the Corporate and Other line. (b) Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $10 million and $30 million for the three and nine months ended September 30, 2018 , respectively, and $11 million and $31 million for the three and nine months ended September 30, 2017 , respectively. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. (c) Includes the elimination of transactions between segments. |
Operating EBITDA | Operating EBITDA Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (a) Real Estate Franchise Services $ 161 $ 159 $ 439 $ 428 Company Owned Real Estate Brokerage Services (b) 43 64 59 121 Relocation Services 39 37 72 65 Title and Settlement Services 20 21 45 49 Corporate and Other (c) (21 ) (23 ) (63 ) (75 ) Total Company $ 242 $ 258 $ 552 $ 588 Less: Depreciation and amortization (d) $ 49 $ 51 $ 148 $ 150 Interest expense, net 41 41 120 127 Income tax expense 40 67 73 131 Restructuring costs, net (e) 9 2 45 9 Former parent legacy cost (benefit) (f) — 1 — (10 ) Loss on the early extinguishment of debt (f) — 1 7 5 Net income attributable to Realogy Holdings and Realogy Group $ 103 $ 95 $ 159 $ 176 _______________ (a) Includes an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other. (b) NRT Operating EBITDA includes $12 million and $8 million of equity earnings from PHH Home Loans for the three and nine months ended September 30, 2017 . (c) Includes the elimination of transactions between segments. (d) Depreciation and amortization for the nine months ended September 30, 2018 includes $2 million of amortization expense and for both the three and nine months ended September 30, 2017 includes $1 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Condensed Consolidated Statement of Operations. (e) The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment. The three months ended September 30, 2017 includes restructuring charges of $2 million in the Company Owned Real Estate Brokerage Services segment. The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million at Title and Settlement Services segment and $2 million in the Corporate and Other segment. The nine months ended September 30, 2017 includes restructuring charges of $1 million in the Real Estate Franchise Services segment and $8 million in the Company Owned Real Estate Brokerage Services segment. (f) Former parent legacy items and loss on the early extinguishment of debt are recorded in the Corporate and Other segment. |
Basis Of Presentation Financial
Basis Of Presentation Financial Instruments - Fair Value Measurements (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Rollforward [Roll Forward] | ||
Fair value of contingent consideration at December 31, 2017 | $ 34 | |
Additions: contingent consideration related to acquisitions completed during the period | 1 | |
Reductions: payments of contingent consideration | (22) | |
Changes in fair value (reflected in the Consolidated Statement of Operations) | (2) | |
Fair value of contingent consideration at September 30, 2018 | 11 | |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 2 | $ 3 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 2 | 3 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 0 | 0 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 0 | 0 |
Fair Value, Measurements, Recurring | Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current assets) | 15 | |
Interest rate swaps (included in other current and non-current liabilities) | 2 | 13 |
Fair Value, Measurements, Recurring | Interest Rate Swap | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current assets) | 0 | |
Interest rate swaps (included in other current and non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Interest Rate Swap | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current assets) | 15 | |
Interest rate swaps (included in other current and non-current liabilities) | 2 | 13 |
Fair Value, Measurements, Recurring | Interest Rate Swap | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps (included in other non-current assets) | 0 | |
Interest rate swaps (included in other current and non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 11 | 34 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | $ 11 | $ 34 |
Basis Of Presentation Financi_2
Basis Of Presentation Financial Instruments - Fair Value Indebtedness Table (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | |||
Long-term debt principal amount | [1] | $ 3,827 | ||||
Securitization obligations outstanding | 264 | $ 194 | ||||
Secured Debt | Term Loan B | ||||||
Long-term debt principal amount | 1,072 | [2] | $ 1,080 | 1,083 | ||
Long-term debt fair value | [3] | 1,073 | 1,085 | |||
Secured Debt | Term Loan A | ||||||
Long-term debt principal amount | 741 | [4] | $ 750 | 391 | ||
Long-term debt fair value | [3] | 741 | 393 | |||
Secured Debt | Term Loan A-1 | ||||||
Long-term debt principal amount | 0 | [5] | 342 | [4] | ||
Long-term debt fair value | [3] | 0 | 343 | |||
Senior Notes | 4.50% Senior Notes | ||||||
Long-term debt principal amount | 450 | 450 | ||||
Long-term debt fair value | [3] | 452 | 457 | |||
Senior Notes | 5.25% Senior Notes | ||||||
Long-term debt principal amount | 550 | 550 | ||||
Long-term debt fair value | [3] | 549 | 569 | |||
Senior Notes | 4.875% Senior Notes | ||||||
Long-term debt principal amount | 500 | 500 | ||||
Long-term debt fair value | [3] | 467 | 495 | |||
Line of Credit | Revolving Credit Facility | ||||||
Line of credit facility outstanding | 250 | [6],[7] | 70 | |||
Line of credit facility fair value | [3] | 250 | 70 | |||
Securitization obligations | ||||||
Securitization obligations outstanding | 264 | 194 | ||||
Securitization obligations fair value | [3] | $ 264 | $ 194 | |||
[1] | Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $64 million utilized at a weighted average rate of 3.33% at September 30, 2018. | |||||
[2] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). | |||||
[3] | (a)The fair value of the Company's indebtedness is categorized as Level II. | |||||
[4] | The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018. | |||||
[5] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||||
[6] | As of September 30, 2018, the Company had $1,400 million of borrowing capacity under its Revolving Credit Facility, with $1,150 million of available capacity. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature of the facility. On October 31, 2018, the Company had $253 million in outstanding borrowings under the Revolving Credit Facility, leaving $1,147 million of available capacity. | |||||
[7] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2018 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018. |
Basis Of Presentation Equity Me
Basis Of Presentation Equity Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of equity method investments | $ 53 | $ 53 | $ 74 | |||
Proceeds from investments in unconsolidated entities | 19 | $ 0 | ||||
Equity losses from equity method investment | 1 | $ (10) | 3 | (7) | ||
Dividends received from unconsolidated entities | 3 | 24 | ||||
Payments to Acquire Equity Method Investments | 15 | 34 | ||||
PHH Home Loans | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of equity method investments | 0 | 0 | 19 | |||
Guaranteed Rate Affinity | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Carrying value of equity method investments | $ 46 | $ 46 | $ 48 | |||
Payments to Acquire Equity Method Investments | $ 4 | $ 34 |
Basis Of Presentation Income Ta
Basis Of Presentation Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Income Tax Disclosure [Abstract] | ||||||
Income tax expense | $ 40 | [1] | $ 67 | $ 73 | $ 131 | [1] |
[1] | Includes an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other. |
Basis Of Presentation Derivativ
Basis Of Presentation Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Feb. 10, 2018 | Dec. 31, 2017 | ||
Foreign Exchange Contract | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative instrument | $ 27 | $ 27 | $ 25 | ||||
Foreign Exchange Contract | Not Designated as Hedging Instrument | Operating Expense | |||||||
Derivative [Line Items] | |||||||
(Gain) or Loss Recognized on Derivatives | 0 | $ 1 | (1) | $ 2 | |||
Foreign Exchange Contract | Maximum | |||||||
Derivative [Line Items] | |||||||
Fair value of derivative instrument | 1 | 1 | 1 | ||||
Interest Rate Swap | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative instrument | 1,600 | 1,600 | |||||
Interest Rate Swap | Not Designated as Hedging Instrument | Interest Expense | |||||||
Derivative [Line Items] | |||||||
(Gain) or Loss Recognized on Derivatives | (7) | $ 0 | (19) | $ 4 | |||
Interest Rate Swap | Not Designated as Hedging Instrument | Other Non-Current Assets | |||||||
Derivative [Line Items] | |||||||
Derivative Asset, Fair Value, Gross Asset | 15 | 15 | 0 | ||||
Interest Rate Swap | Not Designated as Hedging Instrument | Other Current and Non-Current Liabilities | |||||||
Derivative [Line Items] | |||||||
Fair value of interest rate swap contracts | 2 | 2 | $ 13 | ||||
Interest Rate Swap | July 2012 and January 2013 | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative instrument | $ 425 | ||||||
Interest Rate Swap | August 2015 | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative instrument | 600 | 600 | |||||
Interest Rate Swap | November 2017 | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative instrument | 450 | 450 | |||||
Interest Rate Swap | August 2020 | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative instrument | [1] | 400 | 400 | ||||
Interest Rate Swap | November 2022 | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative instrument | [1] | 150 | 150 | ||||
New Interest Rate Swap Notional Value of $125 million | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative instrument | [1] | 125 | 125 | ||||
New Interest Rate Swap Notional Value of $150 million | |||||||
Derivative [Line Items] | |||||||
Notional amount of derivative instrument | [1] | $ 150 | $ 150 | ||||
[1] | (a)During the second quarter of 2018, the Company entered into four new forward starting interest rate swaps, two with a notional value of $125 million and two with a notional value of $150 million. |
Basis Of Presentation Restricte
Basis Of Presentation Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Abstract] | ||
Restricted cash | $ 11 | $ 7 |
Basis Of Presentation Supplemen
Basis Of Presentation Supplemental Cash Flow Info (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | ||
Capital lease additions | $ 11 | $ 13 |
Basis Of Presentation New Accou
Basis Of Presentation New Accounting Pronouncements (Details) $ in Millions | Jan. 01, 2018USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative effect of adoption of new accounting pronouncements | $ (22) |
Accounting Standards Update 2018-02 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative effect of adoption of new accounting pronouncements | $ 9 |
Revenue Recognition Revenue R_4
Revenue Recognition Revenue Recognition - Adoption of the New Revenue Standard (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Trade receivables | $ 180 | $ 154 | $ 153 | |||||
Other current assets | 154 | 181 | 179 | |||||
Total current assets | 905 | 792 | 789 | |||||
Other non-current assets | 284 | 245 | 222 | |||||
Assets | 7,438 | 7,363 | 7,337 | |||||
Accrued expenses and other current liabilities | 395 | 480 | 478 | |||||
Total current liabilities | 1,567 | 957 | 955 | |||||
Deferred income taxes | 378 | 319 | 327 | |||||
Other non-current liabilities | 244 | 266 | 212 | |||||
Total liabilities | 4,995 | 4,763 | 4,715 | |||||
Accumulated deficit | (2,485) | (2,631) | ||||||
Accumulated other comprehensive loss | (47) | (37) | ||||||
Total stockholders' equity | 2,439 | 2,596 | 2,618 | |||||
Total equity | 2,443 | $ 2,442 | 2,600 | 2,622 | $ 2,465 | $ 2,423 | $ 2,469 | |
Total liabilities and equity | $ 7,438 | 7,363 | $ 7,337 | |||||
Cumulative effect of adoption of new accounting pronouncements | (22) | |||||||
Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Cumulative effect of adoption of new accounting pronouncements | (22) | |||||||
Accounting Standards Update 2018-02 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Accumulated deficit | [1] | (2,622) | ||||||
Accumulated other comprehensive loss | [1] | (46) | ||||||
Cumulative effect of adoption of new accounting pronouncements | 9 | |||||||
Accounting Standards Update 2018-02 and 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Accumulated deficit | [1] | (2,644) | ||||||
Accumulated other comprehensive loss | [1] | (46) | ||||||
Trade Accounts Receivable | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | 1 | |||||||
Other Current Assets | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | 2 | |||||||
Current Assets | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | 3 | |||||||
Other Non-Current Assets | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | 23 | |||||||
Assets, Total | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | 26 | |||||||
Accounts Payable and Accrued Liabilities | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | 2 | |||||||
Current Liabilities | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | 2 | |||||||
Deferred Income Tax Charge | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | (8) | |||||||
Other Non-Current Liabilities | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | 54 | |||||||
Liabilities, Total | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | 48 | |||||||
Retained Earnings | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | [1] | (22) | ||||||
AOCI Attributable to Parent | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | [1] | 0 | ||||||
Stockholders' Equity, Total | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | (22) | |||||||
Liabilities and Equity, Total | Accounting Standards Update 2014-09 | ||||||||
Cumulative Effect of New Accounting Pronouncements[Abstract] | ||||||||
Adjustments due to the adoption of the new revenue standard | $ 26 | |||||||
[1] | Beginning balances have been adjusted 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 $9 million. See Note 1, "Basis of Presentation" in the "Recently Adopted Accounting Pronouncements" section for additional information. |
Revenue Recognition Revenue R_5
Revenue Recognition Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018 | Sep. 30, 2017 | [3] | Sep. 30, 2018 | Sep. 30, 2017 | [3] | Jan. 01, 2018 | ||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [1],[2] | $ 1,676 | $ 1,674 | $ 4,725 | $ 4,670 | |||
Approximate Percentage of Total Revenue from Gross Commission Income | 75.00% | |||||||
Approximate Percentage of Total Revenue from Services Rendered | 15.00% | |||||||
Approximate Percentage of Revenue from Franchise Fees | 5.00% | |||||||
Approximate Percentage of Other Revenue | 5.00% | |||||||
Deferred Revenue | 102 | $ 102 | $ 114 | |||||
Real Estate Franchise Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [1],[2] | 221 | 224 | 634 | 631 | |||
Deferred Revenue | [4] | 74 | 74 | 79 | ||||
Deferred Sales Commission | 24 | 24 | 24 | |||||
Company Owned Real Estate Brokerage Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [1],[2] | 1,268 | 1,267 | 3,593 | 3,556 | |||
Deferred Revenue | 15 | 15 | 17 | |||||
Relocation Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [1],[2] | 108 | 111 | 292 | 290 | |||
Deferred Revenue | 13 | 13 | $ 18 | |||||
Title and Settlement Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [1],[2] | 162 | 154 | 444 | 431 | |||
Corporate and Other | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [1],[2],[5] | (83) | (82) | (238) | (238) | |||
Gross commission income | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [6] | 1,246 | 1,250 | 3,536 | 3,505 | |||
Gross commission income | Real Estate Franchise Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [6] | 0 | 0 | 0 | 0 | |||
Gross commission income | Company Owned Real Estate Brokerage Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [6] | 1,246 | 1,250 | 3,536 | 3,505 | |||
Gross commission income | Relocation Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [6] | 0 | 0 | 0 | 0 | |||
Gross commission income | Title and Settlement Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [6] | 0 | 0 | 0 | 0 | |||
Gross commission income | Corporate and Other | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [6] | 0 | 0 | 0 | 0 | |||
Service revenue | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [7] | 268 | 261 | 728 | 710 | |||
Service revenue | Real Estate Franchise Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [7] | 0 | 0 | 0 | 0 | |||
Service revenue | Company Owned Real Estate Brokerage Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [7] | 3 | 1 | 7 | 6 | |||
Service revenue | Relocation Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [7] | 107 | 110 | 289 | 287 | |||
Service revenue | Title and Settlement Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [7] | 158 | 150 | 432 | 417 | |||
Service revenue | Corporate and Other | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [7] | 0 | 0 | 0 | 0 | |||
Franchise fees | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [8] | 109 | 111 | 302 | 296 | |||
Franchise fees | Real Estate Franchise Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [8] | 189 | 192 | 531 | 525 | |||
Franchise fees | Company Owned Real Estate Brokerage Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [8] | 0 | 0 | 0 | 0 | |||
Franchise fees | Relocation Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [8] | 0 | 0 | 0 | 0 | |||
Franchise fees | Title and Settlement Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [8] | 0 | 0 | 0 | 0 | |||
Franchise fees | Corporate and Other | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [8] | (80) | (81) | (229) | (229) | |||
Other | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [9] | 53 | 52 | 159 | 159 | |||
Other | Real Estate Franchise Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [9] | 32 | 32 | 103 | 106 | |||
Other | Company Owned Real Estate Brokerage Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [9] | 19 | 16 | 50 | 45 | |||
Other | Relocation Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [9] | 1 | 1 | 3 | 3 | |||
Other | Title and Settlement Services | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [9] | 4 | 4 | 12 | 14 | |||
Other | Corporate and Other | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Net revenues | [9] | $ (3) | $ (1) | $ (9) | $ (9) | |||
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $10 million and $30 million for the three and nine months ended September 30, 2018, respectively, and $11 million and $31 million for the three and nine months ended September 30, 2017, respectively. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. | |||||||
[2] | Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $83 million and $238 million for the three and nine months ended September 30, 2018, respectively, and $82 million and $238 million for the three and nine months ended September 30, 2017, respectively. Such amounts are eliminated through the Corporate and Other line. | |||||||
[3] | Prior period amounts have not been adjusted under the modified retrospective method. | |||||||
[4] | Revenues recognized include intercompany marketing fees paid by the Company Owned Real Estate Brokerage Services segment. | |||||||
[5] | Includes the elimination of transactions between segments. | |||||||
[6] | Approximately 75% of the Company's total net revenues related to gross commission income at the Company Owned Brokerage Services segment, which is recognized at a point in time at the closing of a homesale transaction. | |||||||
[7] | Approximately 15% of the Company's total net revenues related to service fees primarily consisting of title and escrow fees at the Title and Settlement Services segment, which are recognized at a point in time at the closing of a homesale transaction, and relocation fees at the Relocation Services segment, which are recognized as revenue when or as the related performance obligation is satisfied, which is dependent on the type of service performed. Relocation fees at the Relocation Services segment primarily include: (i) referral fees which are recognized at a point in time of the closing of a homesale transaction, (ii) outsourcing fees, which are management fees charged to clients frequently related to a bundle of relocation services performed and are recognized over the average time period to complete a move, and (iii) referral commissions from third party suppliers which are recognized at the time of the completion of the related service. | |||||||
[8] | Approximately 5% of the Company's total net revenues related to franchise fees at the Real Estate Franchise Services segment, primarily domestic royalties, which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). | |||||||
[9] | Approximately 5% of the Company's total net revenues related to other revenue, which comprised of brand marketing funds received at the Real Estate Franchise Services segment from franchisees and other miscellaneous revenues across all of the business segments. |
Revenue Recognition Revenue R_6
Revenue Recognition Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2018 | Jan. 01, 2018 | ||
Deferred Revenue Arrangement [Line Items] | ||||
Royalty Rate | 6.00% | |||
Deferred Revenue | $ 102 | $ 102 | $ 114 | |
Movement in Deferred Revenue [Roll Forward] | ||||
Additions during the period | 166 | |||
Recognized as Revenue during the period | (178) | |||
Ending Balance at September 30, 2018 | 102 | |||
Real Estate Franchise Services | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | [1] | 74 | 74 | 79 |
Deferred Sales Commission | 24 | 24 | ||
Movement in Deferred Revenue [Roll Forward] | ||||
Additions during the period | [1] | 88 | ||
Recognized as Revenue during the period | [1] | (93) | ||
Ending Balance at September 30, 2018 | [1] | 74 | ||
Real Estate Franchise Services | Brand Marketing Fees | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 8 | 8 | 13 | |
Movement in Deferred Revenue [Roll Forward] | ||||
Ending Balance at September 30, 2018 | 8 | |||
Real Estate Franchise Services | Area Development Fees | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 55 | 55 | 58 | |
Movement in Deferred Revenue [Roll Forward] | ||||
Additions during the period | [1] | 1 | ||
Recognized as Revenue during the period | (4) | |||
Ending Balance at September 30, 2018 | 55 | |||
Company Owned Real Estate Brokerage Services | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 15 | 15 | 17 | |
Movement in Deferred Revenue [Roll Forward] | ||||
Additions during the period | 12 | |||
Recognized as Revenue during the period | (14) | |||
Ending Balance at September 30, 2018 | 15 | |||
Company Owned Real Estate Brokerage Services | New Development Business | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 10 | 10 | 10 | |
Movement in Deferred Revenue [Roll Forward] | ||||
Additions during the period | 5 | |||
Recognized as Revenue during the period | (5) | |||
Ending Balance at September 30, 2018 | 10 | |||
Relocation Services | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 13 | 13 | 18 | |
Movement in Deferred Revenue [Roll Forward] | ||||
Additions during the period | 66 | |||
Recognized as Revenue during the period | (71) | |||
Ending Balance at September 30, 2018 | 13 | |||
Relocation Services | Outsourcing Management Fees | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 5 | 5 | 5 | |
Movement in Deferred Revenue [Roll Forward] | ||||
Additions during the period | 48 | |||
Recognized as Revenue during the period | (48) | |||
Ending Balance at September 30, 2018 | 5 | |||
Relocation Services | Broker Network Fees | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 3 | $ 3 | $ 8 | |
Movement in Deferred Revenue [Roll Forward] | ||||
Additions during the period | 2 | |||
Recognized as Revenue during the period | (7) | |||
Ending Balance at September 30, 2018 | $ 3 | |||
Minimum | Company Owned Real Estate Brokerage Services | ||||
Deferred Revenue Arrangement [Line Items] | ||||
New Development Period | 18 months | |||
Minimum | Relocation Services | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Average Length of a Move | 3 months | |||
Maximum | Company Owned Real Estate Brokerage Services | ||||
Deferred Revenue Arrangement [Line Items] | ||||
New Development Period | 24 months | |||
Maximum | Relocation Services | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Average Length of a Move | 6 months | |||
Franchise Rights | Real Estate Franchise Services | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Amortization period | 30 years | |||
International Franchise Rights | Real Estate Franchise Services | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Amortization period | 25 years | |||
[1] | Revenues recognized include intercompany marketing fees paid by the Company Owned Real Estate Brokerage Services segment. |
Intangible Assets - Goodwill (D
Intangible Assets - Goodwill (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2018USD ($)real_estate_brokerage_operations | Dec. 31, 2017USD ($) | ||
Goodwill [Line Items] | |||
Gross goodwill as of December 31, 2017 | $ 5,496 | ||
Accumulated impairment losses | (1,786) | ||
Balance at December 31, 2017 | $ 3,710 | 3,710 | |
Goodwill [Roll Forward] | |||
Balance at December 31, 2017 | 3,710 | ||
Goodwill acquired (a) | [1] | 2 | |
Balance at September 30, 2018 | 3,712 | ||
Real Estate Franchise Services | |||
Goodwill [Line Items] | |||
Gross goodwill as of December 31, 2017 | 3,315 | ||
Accumulated impairment losses | (1,023) | ||
Balance at December 31, 2017 | 2,292 | 2,292 | |
Goodwill [Roll Forward] | |||
Balance at December 31, 2017 | 2,292 | ||
Goodwill acquired (a) | [1] | 0 | |
Balance at September 30, 2018 | 2,292 | ||
Company Owned Real Estate Brokerage Services | |||
Goodwill [Line Items] | |||
Gross goodwill as of December 31, 2017 | 1,062 | ||
Accumulated impairment losses | (158) | ||
Balance at December 31, 2017 | 904 | 904 | |
Goodwill [Roll Forward] | |||
Balance at December 31, 2017 | 904 | ||
Goodwill acquired (a) | [1] | 2 | |
Balance at September 30, 2018 | $ 906 | ||
Number of Businesses Acquired | real_estate_brokerage_operations | 3 | ||
Relocation Services | |||
Goodwill [Line Items] | |||
Gross goodwill as of December 31, 2017 | 641 | ||
Accumulated impairment losses | (281) | ||
Balance at December 31, 2017 | $ 360 | 360 | |
Goodwill [Roll Forward] | |||
Balance at December 31, 2017 | 360 | ||
Goodwill acquired (a) | [1] | 0 | |
Balance at September 30, 2018 | 360 | ||
Title and Settlement Services | |||
Goodwill [Line Items] | |||
Gross goodwill as of December 31, 2017 | 478 | ||
Accumulated impairment losses | (324) | ||
Balance at December 31, 2017 | 154 | $ 154 | |
Goodwill [Roll Forward] | |||
Balance at December 31, 2017 | 154 | ||
Goodwill acquired (a) | [1] | 0 | |
Balance at September 30, 2018 | $ 154 | ||
[1] | Goodwill acquired during the nine months ended September 30, 2018 relates to the acquisition of three real estate brokerage operations. |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2018 | Dec. 31, 2017 | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Carrying amount of total other intangibles | $ 644 | $ 647 | |
Accumulated Amortization | 383 | 363 | |
Net carrying amount of finite-lived and indefinite-lived intangible assets | 261 | 284 | |
Indefinite life—Trademarks (b) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [1] | 749 | 749 |
Indefinite life—Title plant shares (e) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [2] | 18 | 18 |
Amortizable—Franchise agreements (a) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [3] | 2,019 | 2,019 |
Accumulated Amortization | [3] | 776 | 725 |
Net carrying amount of finite-lived intangible assets | [3] | 1,243 | 1,294 |
Amortizable—License agreements (c) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [4] | 45 | 45 |
Accumulated Amortization | [4] | 11 | 10 |
Net carrying amount of finite-lived intangible assets | [4] | $ 34 | 35 |
Amortization period | 50 years | ||
Amortizable—Customer relationships (d) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [5] | $ 549 | 549 |
Accumulated Amortization | [5] | 352 | 335 |
Net carrying amount of finite-lived intangible assets | [5] | $ 197 | 214 |
Amortizable—Customer relationships (d) | Minimum | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 2 years | ||
Amortizable—Customer relationships (d) | Maximum | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 20 years | ||
Amortizable—Pendings and listings (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [6] | $ 0 | 2 |
Accumulated Amortization | [6] | 0 | 1 |
Net carrying amount of finite-lived intangible assets | [6] | $ 0 | 1 |
Amortization period | 5 months | ||
Amortizable—Other (g) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [7] | $ 32 | 33 |
Accumulated Amortization | [7] | 20 | 17 |
Net carrying amount of finite-lived intangible assets | [7] | $ 12 | $ 16 |
Amortizable—Other (g) | Minimum | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 5 years | ||
Amortizable—Other (g) | Maximum | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 10 years | ||
Real Estate Franchise Services | Amortizable—Franchise agreements (a) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 30 years | ||
[1] | Primarily relates to the Century 21®, Coldwell Banker®, ERA®, Corcoran®, Coldwell Banker Commercial® and Cartus tradenames, which are expected to generate future cash flows for an indefinite period of time. | ||
[2] | Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. | ||
[3] | Generally amortized over a period of 30 years. | ||
[4] | Relates to the Sotheby’s International Realty® and Better Homes and Gardens® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). | ||
[5] | Relates to the customer relationships at the Relocation Services segment, the Title and Settlement Services segment and our Company Owned Real Estate Brokerage Services segment. These relationships are being amortized over a period of 2 to 20 years. | ||
[6] | Generally amortized over a period of 5 months. | ||
[7] | Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years. |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($)Years | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Years | Sep. 30, 2017USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 24 | $ 25 | $ 73 | $ 76 |
The number of succeeding years for which amortization expense is disclosed | Years | 4 | 4 | ||
Amortization expense for the remainder of 2018 | $ 25 | $ 25 | ||
Amortization expense for Year Two | 97 | 97 | ||
Amortization expense for Year Three | 95 | 95 | ||
Amortization expense for Year Four | 93 | 93 | ||
Amortization expense for Year Five | 92 | 92 | ||
Amortization expense Thereafter | 1,084 | 1,084 | ||
Amortizable—Franchise agreements (a) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 17 | 16 | 51 | 50 |
Amortizable—License agreements (c) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 1 | 1 | 1 | 1 |
Amortizable—Customer relationships (d) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 5 | 5 | 17 | 18 |
Amortizable—Pendings and listings (f) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 0 | 2 | 1 | 3 |
Amortizable—Other (g) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 1 | $ 1 | $ 3 | $ 4 |
Accrued Expenses And Other Cu_3
Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | |||
Accrued payroll and related employee costs | $ 106 | $ 140 | |
Accrued volume incentives | 34 | 41 | |
Accrued commissions | 36 | 38 | |
Restructuring accruals | 11 | 5 | |
Deferred income | 60 | 68 | |
Accrued interest | 34 | 13 | |
Contingent consideration for acquisitions | 7 | 26 | |
Due to former parent | 18 | 18 | |
Other | 89 | 129 | |
Total accrued expenses and other current liabilities | $ 395 | $ 480 | $ 478 |
Short And Long-Term Debt Schedu
Short And Long-Term Debt Schedule of Total Indebtedness (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | [1] | $ 3,797 | ||
Debt, Long-term and Short-term, Combined Amount | 3,533 | $ 3,348 | ||
Securitization obligations | 264 | 194 | ||
Secured Debt | Term Loan B | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 1,056 | [2] | 1,063 | |
Secured Debt | Term Loan A | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 736 | [3] | 390 | |
Secured Debt | Term Loan A-1 | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 0 | 339 | ||
Senior Notes | 4.50% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 447 | 444 | ||
Senior Notes | 5.25% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 547 | 546 | ||
Senior Notes | 4.875% Senior Notes | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Outstanding borrowings, long-term debt | 497 | 496 | ||
Line of Credit | Revolving Credit Facility | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Line of credit facility outstanding | 250 | [4],[5] | 70 | |
Securitization obligations | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Securitization obligations | 264 | 194 | ||
Securitization obligations | Apple Ridge Funding LLC | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Securitization obligations | 250 | [6],[7] | 181 | |
Securitization obligations | Cartus Financing Limited | ||||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||||
Securitization obligations | $ 14 | [7],[8] | $ 13 | |
[1] | Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $64 million utilized at a weighted average rate of 3.33% at September 30, 2018. | |||
[2] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). | |||
[3] | The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018. | |||
[4] | As of September 30, 2018, the Company had $1,400 million of borrowing capacity under its Revolving Credit Facility, with $1,150 million of available capacity. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature of the facility. On October 31, 2018, the Company had $253 million in outstanding borrowings under the Revolving Credit Facility, leaving $1,147 million of available capacity. | |||
[5] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2018 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 senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018. | |||
[6] | As of September 30, 2018, the Company utilized the full borrowing capacity of $250 million under the Apple Ridge Funding LLC securitization program. | |||
[7] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||
[8] | Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of September 30, 2018, the Company had $20 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $6 million of available capacity. |
Short And Long-Term Debt Sche_2
Short And Long-Term Debt Schedule of Debt (Details) £ in Millions, $ in Millions | 9 Months Ended | |||||||
Sep. 30, 2018USD ($) | Oct. 31, 2018USD ($) | Sep. 30, 2018GBP (£) | Feb. 28, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 31, 2017USD ($) | |||
Principal Amount | ||||||||
Long-term debt principal amount | [1] | $ 3,827 | ||||||
Securitization obligations outstanding | 264 | $ 194 | ||||||
Unamortized Discount and Debt Issuance Costs | ||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [1] | 30 | ||||||
Net Amount | ||||||||
Outstanding borrowings, long-term debt | [1] | 3,797 | ||||||
Securitization obligations outstanding | 264 | 194 | ||||||
Letter of Credit, borrowing capacity | $ 125 | |||||||
LIBOR | ||||||||
Net Amount | ||||||||
Description of variable interest rate basis | LIBOR | |||||||
ABR | ||||||||
Net Amount | ||||||||
Description of variable interest rate basis | ABR | |||||||
Term Loan B | LIBOR | ||||||||
Net Amount | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 0.75% | 0.75% | ||||||
Term Loan B | ABR | ||||||||
Net Amount | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 1.75% | 1.75% | ||||||
Unsecured Letter of Credit Facility | ||||||||
Net Amount | ||||||||
Interest Rate | 3.33% | 3.33% | ||||||
Letter of Credit, borrowing capacity | $ 66 | 74 | ||||||
Outstanding letters of credit | 64 | 69 | ||||||
Secured Debt | Term Loan B | ||||||||
Principal Amount | ||||||||
Long-term debt principal amount | 1,072 | [2] | $ 1,080 | 1,083 | ||||
Unamortized Discount and Debt Issuance Costs | ||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [2] | 16 | ||||||
Net Amount | ||||||||
Outstanding borrowings, long-term debt | $ 1,056 | [2] | 1,063 | |||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | 1.00% | ||||||
Secured Debt | Term Loan A | ||||||||
Principal Amount | ||||||||
Long-term debt principal amount | $ 741 | [3] | 750 | 391 | ||||
Unamortized Discount and Debt Issuance Costs | ||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [3] | 5 | ||||||
Net Amount | ||||||||
Outstanding borrowings, long-term debt | $ 736 | [3] | 390 | |||||
Secured Debt | 2018 | Term Loan A | ||||||||
Net Amount | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 2.50% | 2.50% | ||||||
Secured Debt | 2019 | Term Loan A | ||||||||
Net Amount | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 2.50% | 2.50% | ||||||
Secured Debt | 2020 | Term Loan A | ||||||||
Net Amount | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | 5.00% | ||||||
Secured Debt | 2021 | Term Loan A | ||||||||
Net Amount | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 7.50% | 7.50% | ||||||
Secured Debt | 2022 | Term Loan A | ||||||||
Net Amount | ||||||||
Annual percentage of original principal amount for quarterly amortization payments | 10.00% | 10.00% | ||||||
Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | Term Loan A | LIBOR | ||||||||
Net Amount | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||
Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | Term Loan A | ABR | ||||||||
Net Amount | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Senior Notes | 4.50% Senior Notes | ||||||||
Principal Amount | ||||||||
Long-term debt principal amount | $ 450 | 450 | ||||||
Unamortized Discount and Debt Issuance Costs | ||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 3 | |||||||
Net Amount | ||||||||
Outstanding borrowings, long-term debt | $ 447 | 444 | ||||||
Interest Rate | 4.50% | 4.50% | ||||||
Senior Notes | 5.25% Senior Notes | ||||||||
Principal Amount | ||||||||
Long-term debt principal amount | $ 550 | 550 | ||||||
Unamortized Discount and Debt Issuance Costs | ||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 3 | |||||||
Net Amount | ||||||||
Outstanding borrowings, long-term debt | $ 547 | 546 | ||||||
Interest Rate | 5.25% | 5.25% | ||||||
Senior Notes | 4.875% Senior Notes | ||||||||
Principal Amount | ||||||||
Long-term debt principal amount | $ 500 | 500 | ||||||
Unamortized Discount and Debt Issuance Costs | ||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 3 | |||||||
Net Amount | ||||||||
Outstanding borrowings, long-term debt | $ 497 | 496 | ||||||
Interest Rate | 4.875% | 4.875% | ||||||
Line of Credit | Revolving Credit Facility | ||||||||
Principal Amount | ||||||||
Line of credit facility outstanding | $ 250 | [4],[5] | 70 | |||||
Net Amount | ||||||||
Outstanding borrowings, short-term debt, line of credit facility | 250 | [4],[5] | 70 | |||||
Total capacity, short-term debt, line of credit facility | 1,400 | [4],[5] | $ 1,400 | $ 1,050 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,150 | |||||||
Line of Credit | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | Revolving Credit Facility | LIBOR | ||||||||
Net Amount | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||
Line of Credit | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | Revolving Credit Facility | ABR | ||||||||
Net Amount | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Securitization obligations | ||||||||
Principal Amount | ||||||||
Securitization obligations outstanding | $ 264 | 194 | ||||||
Net Amount | ||||||||
Securitization obligations outstanding | 264 | 194 | ||||||
Securitization obligations | Apple Ridge Funding LLC | ||||||||
Principal Amount | ||||||||
Securitization obligations outstanding | 250 | [6],[7] | 181 | |||||
Net Amount | ||||||||
Securitization obligations outstanding | 250 | [6],[7] | 181 | |||||
Total capacity, securitization obligations | [3],[7] | 250 | ||||||
Securitization obligations | Cartus Financing Limited | ||||||||
Principal Amount | ||||||||
Securitization obligations outstanding | 14 | [7],[8] | 13 | |||||
Net Amount | ||||||||
Securitization obligations outstanding | 14 | [7],[8] | $ 13 | |||||
Total capacity, securitization obligations | [3],[7] | 20 | ||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 6 | |||||||
Securitization obligations | Revolving Credit Facility | Cartus Financing Limited | ||||||||
Net Amount | ||||||||
Total capacity, securitization obligations | £ | £ 10 | |||||||
Securitization obligations | Working Capital Facility | Cartus Financing Limited | ||||||||
Net Amount | ||||||||
Total capacity, securitization obligations | £ | £ 5 | |||||||
Subsequent Event | Line of Credit | Revolving Credit Facility | ||||||||
Principal Amount | ||||||||
Line of credit facility outstanding | [4],[5] | $ 253 | ||||||
Net Amount | ||||||||
Outstanding borrowings, short-term debt, line of credit facility | [4],[5] | 253 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,147 | |||||||
[1] | Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $64 million utilized at a weighted average rate of 3.33% at September 30, 2018. | |||||||
[2] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). | |||||||
[3] | The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018. | |||||||
[4] | As of September 30, 2018, the Company had $1,400 million of borrowing capacity under its Revolving Credit Facility, with $1,150 million of available capacity. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature of the facility. On October 31, 2018, the Company had $253 million in outstanding borrowings under the Revolving Credit Facility, leaving $1,147 million of available capacity. | |||||||
[5] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2018 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 senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018. | |||||||
[6] | As of September 30, 2018, the Company utilized the full borrowing capacity of $250 million under the Apple Ridge Funding LLC securitization program. | |||||||
[7] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | |||||||
[8] | Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of September 30, 2018, the Company had $20 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $6 million of available capacity. |
Short And Long-Term Debt Maturi
Short And Long-Term Debt Maturities Table (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2017 | |||
Maturities of Long-term Debt | ||||||
Remaining 2018 (a) | [1] | $ 257 | ||||
2,019 | 480 | |||||
2,020 | 44 | |||||
2,021 | 612 | |||||
2,022 | $ 81 | |||||
Long-term Debt Maturities, Years Presented | 4 years | |||||
Current portion of long-term debt | $ 727 | $ 127 | ||||
Long-term Debt | [2] | 3,797 | ||||
Line of Credit | Revolving Credit Facility | ||||||
Maturities of Long-term Debt | ||||||
Line of credit facility outstanding | 250 | [3],[4] | 70 | |||
Secured Debt | Term Loan A | ||||||
Maturities of Long-term Debt | ||||||
Long-term Debt | 736 | [5] | 390 | |||
Secured Debt | Term Loan B | ||||||
Maturities of Long-term Debt | ||||||
Long-term Debt | 1,056 | [6] | 1,063 | |||
Senior Notes | 4.50% Senior Notes | ||||||
Maturities of Long-term Debt | ||||||
Long-term Debt | $ 447 | $ 444 | ||||
Scenario, Forecast | Secured Debt | Term Loan A | ||||||
Maturities of Long-term Debt | ||||||
Debt Instrument, Periodic Payment, Principal | $ 4 | $ 19 | ||||
Scenario, Forecast | Secured Debt | Term Loan B | ||||||
Maturities of Long-term Debt | ||||||
Debt Instrument, Periodic Payment, Principal | $ 3 | $ 11 | ||||
[1] | Remaining 2018 includes amortization payments totaling $4 million and $3 million for the Term Loan A and Term Loan B facilities, respectively, as well as $250 million of revolver borrowings under the Revolving Credit Facility which expires in February 2023 but is classified on the balance sheet as current due to the revolving nature of the facility. The current portion of long term debt of $727 million shown on the condensed consolidated balance sheet consists of $447 million of 4.50% Senior Notes due April 2019, four quarters of amortization payments totaling $19 million and $11 million for the Term Loan A and Term Loan B facilities, respectively, and $250 million of revolver borrowings under the Revolving Credit Facility. The Company is evaluating different alternatives to repay the 4.50% Senior Notes due in April 2019 including refinancing or using existing available liquidity. | |||||
[2] | Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $64 million utilized at a weighted average rate of 3.33% at September 30, 2018. | |||||
[3] | As of September 30, 2018, the Company had $1,400 million of borrowing capacity under its Revolving Credit Facility, with $1,150 million of available capacity. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature of the facility. On October 31, 2018, the Company had $253 million in outstanding borrowings under the Revolving Credit Facility, leaving $1,147 million of available capacity. | |||||
[4] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2018 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018. | |||||
[5] | The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018. | |||||
[6] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). |
Short And Long-Term Debt Senior
Short And Long-Term Debt Senior Secured Credit Facility (Details) - USD ($) $ in Millions | 9 Months Ended | |||||||
Sep. 30, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | Jan. 31, 2017 | Jul. 20, 2016 | Mar. 05, 2013 | |||
Debt Instrument [Line Items] | ||||||||
Long-term debt principal amount | [1] | $ 3,827 | ||||||
Letter of Credit, borrowing capacity | $ 125 | |||||||
Additional Credit Facilities | $ 500 | |||||||
Maximum | Required Covenant Ratio to Receive Additional Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured leverage ratio | 3.50 | |||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||||
Maximum | Required Covenant Ratio | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior secured leverage ratio | 4.75 | |||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | |||||||
LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Description of variable interest rate basis | LIBOR | |||||||
ABR | ||||||||
Debt Instrument [Line Items] | ||||||||
Description of variable interest rate basis | ABR | |||||||
Term Loan B | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 0.75% | |||||||
Term Loan B | ABR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Debt Instrument, Basis Spread on Variable Rate, Floor | 1.75% | |||||||
Line of Credit | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility borrowing capacity | $ 1,400 | [2],[3] | $ 1,400 | $ 1,050 | ||||
Line of Credit | Revolving Credit Facility | LIBOR | Greater than 3.50 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||
Line of Credit | Revolving Credit Facility | LIBOR | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||
Line of Credit | Revolving Credit Facility | LIBOR | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||
Line of Credit | Revolving Credit Facility | LIBOR | Less than 2.00 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||
Line of Credit | Revolving Credit Facility | ABR | Greater than 3.50 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||
Line of Credit | Revolving Credit Facility | ABR | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Line of Credit | Revolving Credit Facility | ABR | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||
Line of Credit | Revolving Credit Facility | ABR | Less than 2.00 to 1.00 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||||||
Secured Debt | Term Loan B | ||||||||
Debt Instrument [Line Items] | ||||||||
Repurchased amount of debt | $ 1,100 | |||||||
Long-term debt principal amount | $ 1,072 | [4] | $ 1,080 | $ 1,083 | ||||
Annual percentage of original principal amount for quarterly amortization payments | 1.00% | |||||||
[1] | Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $64 million utilized at a weighted average rate of 3.33% at September 30, 2018. | |||||||
[2] | As of September 30, 2018, the Company had $1,400 million of borrowing capacity under its Revolving Credit Facility, with $1,150 million of available capacity. The Revolving Credit Facility expires in February 2023 but is classified on the balance sheet as current due to the revolving nature of the facility. On October 31, 2018, the Company had $253 million in outstanding borrowings under the Revolving Credit Facility, leaving $1,147 million of available capacity. | |||||||
[3] | Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2018 were based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018. | |||||||
[4] | The Term Loan B provides for quarterly amortization payments totaling 1% per annum of the original principal amount. The interest rate with respect to term loans under the Term Loan B is based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). |
Short And Long-Term Debt Term L
Short And Long-Term Debt Term Loan A Facility (Details) - USD ($) $ in Millions | 9 Months Ended | ||||||||
Sep. 30, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | Jul. 20, 2016 | Oct. 23, 2015 | Mar. 05, 2013 | ||||
Debt Instrument [Line Items] | |||||||||
Long-term debt principal amount | [1] | $ 3,827 | |||||||
Additional Credit Facilities | $ 500 | ||||||||
Required Covenant Ratio to Receive Additional Credit Facilities | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Ratio of Indebtedness to Net Capital | 3.50 | ||||||||
Ratio of Indebtedness to Net Capital Denominator | 1 | ||||||||
Term Loan A | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Repurchased amount of debt | $ 435 | ||||||||
Long-term debt principal amount | $ 741 | [2] | $ 750 | $ 391 | |||||
Term Loan A | Secured Debt | Greater than 3.50 to 1.00 | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||||
Term Loan A | Secured Debt | Greater than 3.50 to 1.00 | ABR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||||
Term Loan A | Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||||
Term Loan A | Secured Debt | Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | ABR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||||
Term Loan A | Secured Debt | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||||
Term Loan A | Secured Debt | Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | ABR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||
Term Loan A | Secured Debt | Less than 2.00 to 1.00 | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||
Term Loan A | Secured Debt | Less than 2.00 to 1.00 | ABR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||||
Term Loan A | Secured Debt | 2018 | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual percentage of original principal amount for quarterly amortization payments | 2.50% | ||||||||
Term Loan A | Secured Debt | 2019 | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual percentage of original principal amount for quarterly amortization payments | 2.50% | ||||||||
Term Loan A | Secured Debt | 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual percentage of original principal amount for quarterly amortization payments | 5.00% | ||||||||
Term Loan A | Secured Debt | 2021 | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual percentage of original principal amount for quarterly amortization payments | 7.50% | ||||||||
Term Loan A | Secured Debt | 2022 | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual percentage of original principal amount for quarterly amortization payments | 10.00% | ||||||||
Term Loan A-1 | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Repurchased amount of debt | $ 355 | ||||||||
Long-term debt principal amount | $ 0 | [3] | $ 342 | [2] | |||||
Term Loan A Facility | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Additional Credit Facilities | $ 500 | ||||||||
Term Loan A Facility | Secured Debt | Required Covenant Ratio to Receive Additional Credit Facilities | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Ratio of Indebtedness to Net Capital | 350.00% | ||||||||
Ratio of Indebtedness to Net Capital Denominator | 100.00% | ||||||||
[1] | Not included in this table is the Company's Unsecured Letter of Credit Facility which had a capacity of $66 million with $64 million utilized at a weighted average rate of 3.33% at September 30, 2018. | ||||||||
[2] | The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018. | ||||||||
[3] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. |
Short And Long-Term Debt Unsecu
Short And Long-Term Debt Unsecured Notes (Details) - Senior Notes | Sep. 30, 2018 |
4.50% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 4.50% |
5.25% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 5.25% |
4.875% Senior Notes | |
Debt Instrument [Line Items] | |
Interest Rate | 4.875% |
Short And Long-Term Debt Other
Short And Long-Term Debt Other Debt Facilities (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Letter of Credit, borrowing capacity | $ 125 | |
Unsecured Letter of Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Letter of Credit, borrowing capacity | 66 | $ 74 |
Outstanding letters of credit | 64 | $ 69 |
Unsecured Letter of Credit Facility | September 2018 | ||
Line of Credit Facility [Line Items] | ||
Letter of Credit, borrowing capacity | $ 8 |
Short And Long-Term Debt Securi
Short And Long-Term Debt Securitization Obligations (Details) £ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018GBP (£) | Dec. 31, 2017USD ($) | ||||
Debt Instrument [Line Items] | |||||||||
Securitization obligations | $ 264 | $ 264 | $ 194 | ||||||
Securitization obligations | |||||||||
Debt Instrument [Line Items] | |||||||||
Securitization obligations | 264 | 264 | 194 | ||||||
Relocation receivables and other related relocation assets that collateralize securitization obligations | 336 | 336 | 218 | ||||||
Interest expense, debt | $ 2 | $ 2 | $ 6 | $ 5 | |||||
Weighted average interest rate, securitization obligations | 3.70% | 3.30% | 3.70% | 3.30% | 3.70% | ||||
Securitization obligations | Apple Ridge Funding LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Total capacity, securitization obligations | [1],[2] | $ 250 | $ 250 | ||||||
Securitization obligations | 250 | [1],[3] | 250 | [1],[3] | 181 | ||||
Securitization obligations | Cartus Financing Limited | |||||||||
Debt Instrument [Line Items] | |||||||||
Total capacity, securitization obligations | [1],[2] | 20 | 20 | ||||||
Securitization obligations | $ 14 | [1],[4] | $ 14 | [1],[4] | $ 13 | ||||
Securitization obligations | Cartus Financing Limited | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Total capacity, securitization obligations | £ | £ 10 | ||||||||
Securitization obligations | Cartus Financing Limited | Working Capital Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Total capacity, securitization obligations | £ | £ 5 | ||||||||
[1] | Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. | ||||||||
[2] | The Term Loan A provides for quarterly amortization payments, which commenced on June 30, 2018, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the Term Loan A, with the balance of the Term Loan A due at maturity on February 8, 2023. The interest rates with respect to the Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter senior secured leverage ratio, the LIBOR margin was 2.25% and the ABR margin was 1.25% for the three months ended September 30, 2018. | ||||||||
[3] | As of September 30, 2018, the Company utilized the full borrowing capacity of $250 million under the Apple Ridge Funding LLC securitization program. | ||||||||
[4] | Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of September 30, 2018, the Company had $20 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $6 million of available capacity. |
Short And Long-Term Debt Loss o
Short And Long-Term Debt Loss on the Early Extinguishment of Debt and Write-Off of Financing Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | [2] | ||
Debt Disclosure [Abstract] | ||||||
Loss on the early extinguishment of debt | [1] | $ 0 | $ 1 | $ 7 | $ 5 | |
Write off of Deferred Debt Issuance Cost | $ 2 | |||||
[1] | Former parent legacy items and loss on the early extinguishment of debt are recorded in the Corporate and Other segment. | |||||
[2] | Includes an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other. |
Restructuring Costs Restructu_3
Restructuring Costs Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | [1],[2] | $ 9 | $ 2 | $ 45 | $ 9 | [3] | |
Personnel Related | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | [4] | 3 | 1 | 20 | 7 | ||
Facility Related | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | [5] | 3 | 0 | 15 | 1 | ||
Internal Use Software Impairment | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | [6] | 3 | $ 7 | 0 | 10 | 0 | |
Other Restructuring | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | [7] | 0 | $ 1 | 0 | $ 1 | ||
Leadership Realignment | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | 9 | 43 | |||||
Leadership Realignment | Personnel Related | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | 20 | ||||||
Leadership Realignment | Facility Related | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | 13 | ||||||
Leadership Realignment | Internal Use Software Impairment | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | 10 | ||||||
Business Optimization Plan | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | $ 0 | ||||||
Business Optimization Plan | Facility Related | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | $ 2 | ||||||
[1] | The three and nine months ended September 30, 2018 includes $9 million and $43 million, respectively, of expense related to the Leadership Realignment and Other Restructuring Activities program and zero and $2 million, respectively, of expense related to the Business Optimization Initiative program. | ||||||
[2] | The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment.The three months ended September 30, 2017 includes restructuring charges of $2 million in the Company Owned Real Estate Brokerage Services segment.The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million at Title and Settlement Services segment and $2 million in the Corporate and Other segment.The nine months ended September 30, 2017 includes restructuring charges of $1 million in the Real Estate Franchise Services segment and $8 million in the Company Owned Real Estate Brokerage Services segment. | ||||||
[3] | Includes an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other. | ||||||
[4] | Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. | ||||||
[5] | Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, lease payments, net of applicable sublease income, that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. | ||||||
[6] | Internal use software impairment relates to development costs capitalized for a project that was determined to not meet the Company's strategic goals when analyzed by the Company's new leadership team. $7 million was recognized during the first quarter of 2018 and an additional $3 million was recognized during the third quarter of 2018. | ||||||
[7] | Other restructuring costs consist of costs related to professional fees, consulting fees and other costs associated with restructuring activities which are primarily included in the Corporate and Other business segment. |
Restructuring Costs Leadership
Restructuring Costs Leadership Realignment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | [1],[2] | $ 9 | $ 2 | $ 45 | $ 9 | [3] | |
Real Estate Franchise Services | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 1 | 3 | 1 | ||||
Company Owned Real Estate Brokerage Services | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 8 | 2 | 29 | 8 | |||
Relocation Services | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 9 | ||||||
Title and Settlement Services | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | 2 | ||||||
Personnel Related | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | [4] | 3 | 1 | 20 | 7 | ||
Facility Related | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | [5] | 3 | 0 | 15 | 1 | ||
Internal Use Software Impairment | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring costs, net | [6] | 3 | $ 7 | $ 0 | 10 | $ 0 | |
Leadership Realignment | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at December 31, 2017 | 0 | 0 | |||||
Restructuring costs, net | 9 | 43 | |||||
Costs paid or otherwise settled | (30) | ||||||
Balance at September 30, 2018 | 13 | 13 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 61 | 61 | |||||
Amount incurred to date | 43 | 43 | |||||
Total amount remaining to be incurred | 18 | 18 | |||||
Leadership Realignment | Real Estate Franchise Services | |||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 3 | 3 | |||||
Amount incurred to date | 3 | 3 | |||||
Total amount remaining to be incurred | 0 | 0 | |||||
Leadership Realignment | Company Owned Real Estate Brokerage Services | |||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 36 | 36 | |||||
Amount incurred to date | 28 | 28 | |||||
Total amount remaining to be incurred | 8 | 8 | |||||
Leadership Realignment | Relocation Services | |||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 9 | 9 | |||||
Amount incurred to date | 9 | 9 | |||||
Total amount remaining to be incurred | 0 | 0 | |||||
Leadership Realignment | Title and Settlement Services | |||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 2 | 2 | |||||
Amount incurred to date | 1 | 1 | |||||
Total amount remaining to be incurred | 1 | 1 | |||||
Leadership Realignment | Corporate Segment | |||||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 11 | 11 | |||||
Amount incurred to date | 2 | 2 | |||||
Total amount remaining to be incurred | 9 | 9 | |||||
Leadership Realignment | Personnel Related | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at December 31, 2017 | 0 | 0 | |||||
Restructuring costs, net | 20 | ||||||
Costs paid or otherwise settled | (15) | ||||||
Balance at September 30, 2018 | 5 | 5 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 31 | 31 | |||||
Amount incurred to date | 20 | 20 | |||||
Total amount remaining to be incurred | 11 | 11 | |||||
Leadership Realignment | Facility Related | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at December 31, 2017 | 0 | 0 | |||||
Restructuring costs, net | 13 | ||||||
Costs paid or otherwise settled | (5) | ||||||
Balance at September 30, 2018 | 8 | 8 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 20 | 20 | |||||
Amount incurred to date | 13 | 13 | |||||
Total amount remaining to be incurred | 7 | 7 | |||||
Leadership Realignment | Internal Use Software Impairment | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at December 31, 2017 | $ 0 | 0 | |||||
Restructuring costs, net | 10 | ||||||
Costs paid or otherwise settled | (10) | ||||||
Balance at September 30, 2018 | 0 | 0 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | |||||||
Total amount expected to be incurred | 10 | 10 | |||||
Amount incurred to date | 10 | 10 | |||||
Total amount remaining to be incurred | $ 0 | $ 0 | |||||
[1] | The three and nine months ended September 30, 2018 includes $9 million and $43 million, respectively, of expense related to the Leadership Realignment and Other Restructuring Activities program and zero and $2 million, respectively, of expense related to the Business Optimization Initiative program. | ||||||
[2] | The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment.The three months ended September 30, 2017 includes restructuring charges of $2 million in the Company Owned Real Estate Brokerage Services segment.The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million at Title and Settlement Services segment and $2 million in the Corporate and Other segment.The nine months ended September 30, 2017 includes restructuring charges of $1 million in the Real Estate Franchise Services segment and $8 million in the Company Owned Real Estate Brokerage Services segment. | ||||||
[3] | Includes an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other. | ||||||
[4] | Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition. | ||||||
[5] | Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, lease payments, net of applicable sublease income, that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. | ||||||
[6] | Internal use software impairment relates to development costs capitalized for a project that was determined to not meet the Company's strategic goals when analyzed by the Company's new leadership team. $7 million was recognized during the first quarter of 2018 and an additional $3 million was recognized during the third quarter of 2018. |
Restructuring Costs Business Op
Restructuring Costs Business Optimization Initiative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | [1],[2] | $ 9 | $ 2 | $ 45 | $ 9 | [3] | |
Business Optimization Plan | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Reserve | $ 7 | ||||||
Restructuring costs, net | 0 | ||||||
Costs paid or otherwise settled | (6) | ||||||
Total amount remaining to be incurred | 3 | 3 | |||||
Facility Related | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | [4] | $ 3 | $ 0 | 15 | $ 1 | ||
Facility Related | Business Optimization Plan | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs, net | $ 2 | ||||||
[1] | The three and nine months ended September 30, 2018 includes $9 million and $43 million, respectively, of expense related to the Leadership Realignment and Other Restructuring Activities program and zero and $2 million, respectively, of expense related to the Business Optimization Initiative program. | ||||||
[2] | The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment.The three months ended September 30, 2017 includes restructuring charges of $2 million in the Company Owned Real Estate Brokerage Services segment.The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million at Title and Settlement Services segment and $2 million in the Corporate and Other segment.The nine months ended September 30, 2017 includes restructuring charges of $1 million in the Real Estate Franchise Services segment and $8 million in the Company Owned Real Estate Brokerage Services segment. | ||||||
[3] | Includes an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other. | ||||||
[4] | Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, lease payments, net of applicable sublease income, that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs. |
Equity Equity (Details)
Equity Equity (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 31 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Jan. 01, 2018 | |
Statement of Equity Table [Line Items] | ||||||
Beginning Balance | 131,636,870 | |||||
Repurchase of common stock | (4,700,000) | (12,500,000) | (29,000,000) | |||
Ending Balance | 119,932,166 | 119,932,166 | 119,932,166 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning Balance | $ 2,442 | $ 2,423 | $ 2,622 | $ 2,469 | ||
Cumulative effect of adoption of new accounting pronouncements | $ (22) | |||||
Net income | 104 | 96 | 161 | 178 | ||
Other comprehensive income | 0 | 1 | (1) | 3 | ||
Repurchase of common stock | (102) | (59) | (302) | (180) | $ (776) | |
Exercise of stock options | 0 | 4 | 0 | 7 | ||
Stock-based compensation | 10 | 13 | 31 | 38 | ||
Shares withheld for taxes on equity awards | 0 | (1) | (10) | (10) | ||
Dividends declared, APIC | (11) | (12) | (34) | (37) | ||
Dividends declared | (11) | (12) | (36) | (40) | ||
Ending Balance | $ 2,443 | $ 2,465 | $ 2,443 | $ 2,465 | $ 2,443 | |
Common Stock [Member] | ||||||
Statement of Equity Table [Line Items] | ||||||
Beginning Balance | 124,600,000 | 0 | 131,600,000 | 0 | ||
Repurchase of common stock | (4,700,000) | 0 | (12,500,000) | 0 | ||
Exercise of stock options, Shares | 0 | 0 | 0 | 0 | ||
Exercise of stock options, Value | $ 0 | $ 0 | $ 0 | $ 0 | ||
Issuance of shares for vesting of equity awards | 0 | 0 | 1,200,000 | 0 | ||
Shares withheld for taxes on equity awards | 0 | 0 | (400,000) | 0 | ||
Ending Balance | 119,900,000 | 0 | 119,900,000 | 0 | 119,900,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning Balance | $ 1 | $ 1 | $ 1 | $ 1 | ||
Repurchase of common stock | 0 | 0 | 0 | 0 | ||
Issuance of shares for vesting of equity awards | 0 | 0 | 0 | 0 | ||
Shares withheld for taxes on equity awards | 0 | 0 | 0 | 0 | ||
Ending Balance | 1 | 1 | 1 | 1 | $ 1 | |
Additional Paid-in Capital [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning Balance | 5,073 | 5,438 | 5,285 | 5,565 | ||
Repurchase of common stock | (102) | (59) | (302) | (180) | ||
Exercise of stock options | 0 | 4 | 0 | 7 | ||
Stock-based compensation | 10 | 13 | 31 | 38 | ||
Shares withheld for taxes on equity awards | 0 | (1) | (10) | (10) | ||
Ending Balance | 4,970 | 5,383 | 4,970 | 5,383 | 4,970 | |
Retained Earnings | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning Balance | (2,588) | (2,981) | (2,631) | (3,062) | ||
Cumulative effect of adoption of new accounting pronouncements | (13) | |||||
Net income | 103 | 95 | 159 | 176 | ||
Ending Balance | (2,485) | (2,886) | (2,485) | (2,886) | (2,485) | |
AOCI Attributable to Parent | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning Balance | (47) | (38) | (37) | (40) | ||
Cumulative effect of adoption of new accounting pronouncements | $ (9) | |||||
Other comprehensive income | 0 | 1 | (1) | 3 | ||
Ending Balance | (47) | (37) | (47) | (37) | (47) | |
Noncontrolling Interest [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Beginning Balance | 3 | 3 | 4 | 5 | ||
Net income | 1 | 1 | 2 | 2 | ||
Dividends declared, Noncontrolling Interest | 0 | 0 | (2) | (3) | ||
Ending Balance | $ 4 | $ 4 | $ 4 | $ 4 | $ 4 |
Equity Stock Repurchases (Detai
Equity Stock Repurchases (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 31 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Feb. 26, 2018 | Feb. 23, 2017 | Feb. 24, 2016 | |
Stock Repurchases [Line Items] | ||||||||
Shares Repurchased and Retired During Period, Shares | 4.7 | 12.5 | 29 | |||||
Shares Repurchased and Retired During Period, Value | $ 102 | $ 59 | $ 302 | $ 180 | $ 776 | |||
Weighted Average Market Price of Shares Repurchased and Retired During Period | $ 21.37 | $ 24.07 | $ 26.74 | |||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 149 | $ 149 | $ 149 | |||||
Maximum | 2016 Stock Repurchase Plan | ||||||||
Stock Repurchases [Line Items] | ||||||||
Shares Authorized under Stock Repurchase Program, | $ 275 | |||||||
Maximum | 2017 Stock Repurchase Plan | ||||||||
Stock Repurchases [Line Items] | ||||||||
Shares Authorized under Stock Repurchase Program, | $ 300 | |||||||
Maximum | 2018 Stock Repurchase Plan | ||||||||
Stock Repurchases [Line Items] | ||||||||
Shares Authorized under Stock Repurchase Program, | $ 350 |
Equity Stock-Based Compensation
Equity Stock-Based Compensation (Details) - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | |
Employee Stock Option | |||
Options Granted in Period | 0.4 | ||
Options Granted in Period, Weighted Average Exercise Price | $ 25.35 | ||
Restricted Stock Units (RSUs) | |||
Non Options Granted in Period | 1.1 | ||
Non Options Granted in Period, Weighted Average Grant Date Fair Value | $ 25.45 | ||
Performance Shares and Restricted Stock Units | |||
Non Options Granted in Period | 0.8 | ||
Non Options Granted in Period, Weighted Average Grant Date Fair Value | $ 25.04 |
Equity Dividend Policy (Details
Equity Dividend Policy (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2016 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Dividend Policy [Abstract] | |||||||
Common Stock, Dividends, Per Share, Declared | $ 0.09 | ||||||
Cash dividends declared per share | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.27 | $ 0.27 |
Earnings Per Share Earnings P_2
Earnings Per Share Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 31 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | |||
Earnings Per Share [Abstract] | |||||||
Net income attributable to Realogy Holdings shareholders | $ 103 | $ 95 | $ 159 | $ 176 | [1] | ||
Basic | 122.7 | 136.1 | 126.5 | 137.8 | |||
Stock options, restricted stock units and performance share units (a) | [2] | 0.9 | 2 | 1.1 | 1.6 | ||
Weighted average diluted shares | 123.6 | 138.1 | 127.6 | 139.4 | |||
Basic earnings per share | $ 0.84 | $ 0.70 | $ 1.26 | $ 1.28 | |||
Diluted earnings per share | $ 0.83 | $ 0.69 | $ 1.25 | $ 1.26 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7.4 | 4.9 | 7.2 | 5.3 | |||
Stock Repurchases [Abstract] | |||||||
Shares Repurchased and Retired During Period, Shares | 4.7 | 12.5 | 29 | ||||
Shares Repurchased and Retired During Period, Value | $ 102 | $ 59 | $ 302 | $ 180 | $ 776 | ||
Weighted Average Market Price of Shares Repurchased and Retired During Period | $ 21.37 | $ 24.07 | $ 26.74 | ||||
[1] | Includes an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other. | ||||||
[2] | The three and nine months ended September 30, 2018, respectively exclude 7.4 million and 7.2 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. The three and nine months ended September 30, 2017, respectively, exclude 4.9 million and 5.3 million shares of common stock issuable for incentive equity awards, which includes performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. |
Commitments And Contingencies (
Commitments And Contingencies (Details) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jul. 31, 2006Independent_Companies | |
Loss Contingencies [Line Items] | ||||
Cendant Spin-off Number of New Independent Companies | Independent_Companies | 4 | |||
Number of New Independent Companies per Cendant Business Unit | Independent_Companies | 1 | |||
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% | |||
Guaranty Arrangement Percentage of Obligations Assumed by Wyndham | 37.50% | |||
Due to former parent | $ 18,000 | $ 18,000 | ||
Noninterest-bearing deposit liabilities | 538,000 | $ 469,000 | ||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Cash, FDIC insured amount | $ 250 | |||
Strader | ||||
Loss Contingencies [Line Items] | ||||
Legal Fees | $ 8,000 |
Segment Information - Revenues
Segment Information - Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||
Net revenues | [1],[2] | $ 1,676 | $ 1,674 | [3] | $ 4,725 | $ 4,670 | [3] |
Real Estate Franchise Services | |||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||
Net revenues | [1],[2] | 221 | 224 | [3] | 634 | 631 | [3] |
Real Estate Franchise Services | Royalties and Marketing Fees | |||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||
Net revenues | 83 | 82 | 238 | 238 | |||
Company Owned Real Estate Brokerage Services | |||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||
Net revenues | [1],[2] | 1,268 | 1,267 | [3] | 3,593 | 3,556 | [3] |
Relocation Services | |||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||
Net revenues | [1],[2] | 108 | 111 | [3] | 292 | 290 | [3] |
Relocation Services | Referral and Relocation Fees | |||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||
Net revenues | 10 | 11 | 30 | 31 | |||
Title and Settlement Services | |||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||
Net revenues | [1],[2] | 162 | 154 | [3] | 444 | 431 | [3] |
Corporate and Other | |||||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||||
Net revenues | [1],[2],[4] | $ (83) | $ (82) | [3] | $ (238) | $ (238) | [3] |
[1] | Revenues for the Relocation Services segment include intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment of $10 million and $30 million for the three and nine months ended September 30, 2018, respectively, and $11 million and $31 million for the three and nine months ended September 30, 2017, respectively. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment. There are no other material intersegment transactions. | ||||||
[2] | Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $83 million and $238 million for the three and nine months ended September 30, 2018, respectively, and $82 million and $238 million for the three and nine months ended September 30, 2017, respectively. Such amounts are eliminated through the Corporate and Other line. | ||||||
[3] | Prior period amounts have not been adjusted under the modified retrospective method. | ||||||
[4] | Includes the elimination of transactions between segments. |
Segment Information - Operating
Segment Information - Operating EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||||
Segment Reporting Information [Line Items] | ||||||||
Earnings Before Interest, Taxes, Depreciation and Amortization, Restructuring, Legacy Items and Loss on Early Extinguishment of Debt | $ 242 | $ 258 | $ 552 | $ 588 | [1] | |||
Depreciation and amortization | 49 | [1],[2] | 50 | [1],[3] | 146 | 149 | [3] | |
Depreciation, Depletion and Amortization, Nonproduction, Adjusted for Amortization of Intangible Assets related to GRA Acquisition | [2] | 51 | 148 | 150 | [1] | |||
Interest expense, net | 41 | [1] | 41 | 120 | 127 | [1] | ||
Income tax expense | 40 | [1] | 67 | 73 | 131 | [1] | ||
Restructuring costs, net | [4],[5] | 9 | 2 | 45 | 9 | [1] | ||
Former parent legacy cost (benefit), net | [6] | 0 | 1 | 0 | (10) | [1] | ||
Loss on the early extinguishment of debt | [6] | 0 | 1 | 7 | 5 | [1] | ||
Net income attributable to Realogy Holdings and Realogy Group | 103 | 95 | 159 | 176 | [1] | |||
Equity losses from equity method investment | 1 | (10) | 3 | (7) | ||||
Real Estate Franchise Services | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Earnings Before Interest, Taxes, Depreciation and Amortization, Restructuring, Legacy Items and Loss on Early Extinguishment of Debt | 161 | 159 | 439 | 428 | [1] | |||
Restructuring costs, net | 1 | 3 | 1 | |||||
Company Owned Brokerage Services | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Earnings Before Interest, Taxes, Depreciation and Amortization, Restructuring, Legacy Items and Loss on Early Extinguishment of Debt | [7] | 43 | 64 | 59 | 121 | [1] | ||
Restructuring costs, net | 8 | 2 | 29 | 8 | ||||
Relocation Services | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Earnings Before Interest, Taxes, Depreciation and Amortization, Restructuring, Legacy Items and Loss on Early Extinguishment of Debt | 39 | 37 | 72 | 65 | [1] | |||
Restructuring costs, net | 9 | |||||||
Title and Settlement Services | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Earnings Before Interest, Taxes, Depreciation and Amortization, Restructuring, Legacy Items and Loss on Early Extinguishment of Debt | 20 | 21 | 45 | 49 | [1] | |||
Restructuring costs, net | 2 | |||||||
Corporate and Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Earnings Before Interest, Taxes, Depreciation and Amortization, Restructuring, Legacy Items and Loss on Early Extinguishment of Debt | [3] | $ (21) | (23) | (63) | (75) | [1] | ||
Restructuring costs, net | 2 | |||||||
Amortization of Intangible Assets related to GRA Acquisition | Title and Settlement Services | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Equity losses from equity method investment | 1 | $ 2 | 1 | |||||
Strader | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Legal Fees | 8 | |||||||
PHH Home Loans | Company Owned Brokerage Services | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Equity losses from equity method investment | $ (12) | $ (8) | ||||||
[1] | Includes an $8 million expense related to the settlement of the Strader legal matter in Corporate and Other. | |||||||
[2] | Depreciation and amortization for the nine months ended September 30, 2018 includes $2 million of amortization expense and for both the three and nine months ended September 30, 2017 includes $1 million of amortization expense related to Guaranteed Rate Affinity's purchase accounting included in the "Equity in (earnings) losses of unconsolidated entities" line on the Condensed Consolidated Statement of Operations. | |||||||
[3] | Includes the elimination of transactions between segments. | |||||||
[4] | The three and nine months ended September 30, 2018 includes $9 million and $43 million, respectively, of expense related to the Leadership Realignment and Other Restructuring Activities program and zero and $2 million, respectively, of expense related to the Business Optimization Initiative program. | |||||||
[5] | The three months ended September 30, 2018 includes restructuring charges of $1 million in the Real Estate Franchise Services and $8 million in the Company Owned Real Estate Brokerage Services segment.The three months ended September 30, 2017 includes restructuring charges of $2 million in the Company Owned Real Estate Brokerage Services segment.The nine months ended September 30, 2018 includes restructuring charges of $3 million in the Real Estate Franchise Services segment, $29 million in the Company Owned Real Estate Brokerage Services segment, $9 million in the Relocation Services segment, $2 million at Title and Settlement Services segment and $2 million in the Corporate and Other segment.The nine months ended September 30, 2017 includes restructuring charges of $1 million in the Real Estate Franchise Services segment and $8 million in the Company Owned Real Estate Brokerage Services segment. | |||||||
[6] | Former parent legacy items and loss on the early extinguishment of debt are recorded in the Corporate and Other segment. | |||||||
[7] | NRT Operating EBITDA includes $12 million and $8 million of equity earnings from PHH Home Loans for the three and nine months ended September 30, 2017. |