Commission and other agent-related costs

^[1]

$ 5,636

$ 6,908

$ 7,983

Expenses

3,664

4,415

4,753

Operating

1,147

1,377

1,669

Marketing

215

252

263

General and administrative

422

388

441

Former parent legacy cost, net

^[2]

18

1

Restructuring costs, net

^[3],[4]

49

32

17

Impairments

^[5]

65

483

4

Depreciation and amortization

196

214

204

Interest expense, net

151

113

190

(Gain) loss on the early extinguishment of debt

^[2]

(169)

96

21

Other income, net

0

(140)

(15)

Total expenses

5,758

7,231

7,548

(Loss) income before income taxes, equity in (earnings) losses and noncontrolling interests

(122)

(323)

435

Income tax (benefit) expense

(15)

(68)

133

Equity in (earnings) losses of unconsolidated entities

(9)

28

(48)

Net (loss) income

(98)

(283)

350

Less: Net loss (income) attributable to noncontrolling interests

1

(4)

(7)

Net (loss) income attributable to Anywhere and Anywhere Group

$ (97)

$ (287)

$ 343

(Loss) earnings per share attributable to Anywhere shareholders:

Basic (loss) earnings per share

$ (0.88)

$ (2.52)

$ 2.95

Diluted (loss) earnings per share

$ (0.88)

$ (2.52)

$ 2.85

Weighted average common and common equivalent shares of Anywhere outstanding:

Basic

110.3

113.8

116.4

Diluted

110.3

113.8

120.2

Gross Commission Income

Revenues

^[6]

$ 4,570

$ 5,538

$ 6,118

Service revenue

Revenues

^[7]

569

793

1,180

Franchise fees

Revenues

^[8]

351

417

521

Other

Revenues

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

^[9]

$ 146

$ 160

$ 164

[1]	Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $315 million, $373 million and $407 million for the years ended December 31, 2023, 2022 and 2021, respectively. Such amounts are eliminated through the Corporate and Other line.
[2]	Former parent legacy items and (Gain) loss on the early extinguishment of debt are recorded in Corporate and Other. Former parent legacy cost in 2023 relates to developments in a legacy tax matter in the first quarter of 2023. Gain on the early extinguishment of debt in 2023 relates to the debt exchange transactions and open market repurchases that occurred during the third quarter of 2023. Loss on the early extinguishment of debt in 2022 primarily relates to the refinancing transactions that occurred during the first quarter of 2022.
[3]	Restructuring charges for the year ended December 31, 2023 include $43 million of expense related to the Operational Efficiencies Plan and $6 million of expense related to prior restructuring plans. Restructuring charges for the year ended December 31, 2022 include $20 million of expense related to the Operational Efficiencies Plan and $12 million of expense related to prior restructuring plans. Restructuring charges for the year ended December 31, 2021 related to prior restructuring plans.
[4]	The year ended December 31, 2023 includes restructuring charges of $11 million at Franchise Group, $25 million at Owned Brokerage Group, $4 million at Title Group and $9 million at Corporate and Other. The year ended December 31, 2022 includes restructuring charges of $1 million at Franchise Group, $19 million at Owned Brokerage Group and $12 million at Corporate and Other. The year ended December 31, 2021 includes restructuring charges of $5 million at Franchise Group, $7 million at Owned Brokerage Group and $5 million at Corporate and Other.
[5]	Non-cash impairments for the year ended December 31, 2023 include $25 million at Franchise Group to reduce goodwill related to Cartus, $25 million related to franchise trademarks and $15 million related to leases and other assets. Non-cash impairments for the year ended December 31, 2022 include $280 million and $114 million related to goodwill at Owned Brokerage Group and Franchise Group, respectively, $76 million related to franchise trademarks and $13 million related to leases and other assets including an investment. Non-cash impairments for the year ended December 31, 2021 primarily related to leases and other assets.
[6]	Gross commission income at Owned Brokerage Group is recognized at a point in time at the closing of a homesale transaction.
[7]	Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service.
[8]	Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction).
[9]	Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments.

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (98)	$ (283)	$ 350
Currency translation adjustment	0	0	(1)
Defined Benefit Plans:
Actuarial gain for the plans	2	1	10
Less: amortization of actuarial gain (loss) to periodic pension cost	(3)	(2)	(3)
Defined benefit plans	5	3	13
Other comprehensive income, before tax	5	3	12
Income tax expense related to items of other comprehensive income	1	1	3
Other comprehensive income, net of tax	4	2	9
Comprehensive (loss) income	(94)	(281)	359
Less: comprehensive loss (income) attributable to noncontrolling interests	1	(4)	(7)
Comprehensive (loss) income attributable to Anywhere and Anywhere Group	$ (93)	$ (285)	$ 352

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 106	$ 214
Restricted cash	13	4
Trade receivables (net of allowance for doubtful accounts of $18 and $12)	105	201
Relocation receivables	138	210
Other current assets	218	205
Total current assets	580	834
Property and equipment, net	280	317
Operating lease assets, net	380	422
Goodwill	2,499	2,523
Trademarks	586	611
Franchise agreements, net	887	954
Other intangibles, net	127	150
Other non-current assets	500	572
Total assets	5,839	6,383
Current liabilities:
Accounts payable	99	184
Securitization obligations	115	163
Current portion of long-term debt	307	366
Current portion of operating lease liabilities	113	122
Accrued expenses and other current liabilities	573	470
Total current liabilities	1,207	1,305
Long-term debt	2,235	2,483
Long-term operating lease liabilities	333	371
Deferred income taxes	207	239
Other non-current liabilities	176	218
Total liabilities	4,158	4,616
Equity:
Preferred Stock, Value, Issued	0	0
Common Stock, Value, Issued	1	1
Additional paid-in capital	4,813	4,805
Accumulated deficit	(3,091)	(2,994)
Accumulated other comprehensive loss	(44)	(48)
Total stockholders' equity	1,679	1,764
Noncontrolling interests	2	3
Total equity	1,681	1,767
Total liabilities and equity	$ 5,839	$ 6,383
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	400,000,000	400,000,000
Common Stock, Shares, Outstanding	110,488,093	109,480,357

Consolidated Statements Of Cash Flows - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Operating Activities

Net (loss) income

$ (98)

$ (283)

$ 350

Depreciation and amortization

196

214

204

Deferred income taxes

(33)

(96)

72

Impairments

^[1]

65

483

4

Amortization of deferred financing costs and debt discount (premium)

8

9

18

(Gain) loss on the early extinguishment of debt

(169)

96

21

Loss (gain) on the sale of businesses, investments or other assets, net

^[2]

2

(135)

(11)

Equity in (earnings) losses of unconsolidated entities

(9)

28

(48)

Mark-to-market adjustments on derivatives

12

22

29

0

(40)

(14)

Other adjustments to net (loss) income

(6)

(7)

(3)

Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:

Trade receivables

97

(55)

4

Relocation receivables

72

(96)

0

Other assets

105

(13)

(10)

Accounts payable, accrued expenses and other liabilities

(47)

(195)

17

Dividends received from unconsolidated entities

8

3

51

Other, net

(16)

(27)

(41)

Net cash provided by (used in) operating activities

187

(92)

643

Investing Activities

Property and equipment additions

(72)

(109)

(101)

Payments for acquisitions, net of cash acquired

(1)

(17)

(26)

Net proceeds from the sale of businesses

8

63

15

Investment in unconsolidated entities

(1)

(22)

(39)

Proceeds from the sale of investments in unconsolidated entities

6

13

0

Other, net

1

17

4

Net cash used in investing activities

(59)

(55)

(147)

Financing Activities

Net change in Revolving Credit Facility

(65)

350

0

Repayments of Term Loan A Facility and Term Loan B Facility

0

(1,490)

Proceeds from issuance of Senior Secured Second Lien Notes

640

0

Proceeds from issuance of Senior Notes

0

1,000

905

Redemption of Senior Secured Second Lien Notes

0

(550)

0

Redemption and repurchases of Senior Notes

(688)

(956)

0

Proceeds from issuance of Exchangeable Senior Notes

0

403

Payments for purchase of Exchangeable Senior Notes hedge transactions

0

(67)

Proceeds from issuance of Exchangeable Senior Notes warrant transactions

0

46

Amortization payments on term loan facilities

(16)

(10)

Net change in securitization obligations

(48)

44

12

Debt issuance costs

(13)

(22)

(20)

Cash paid for fees associated with early extinguishment of debt

(2)

(83)

(11)

Repurchase of common stock

0

(97)

0

(4)

(16)

(9)

Other, net

(31)

(36)

(34)

Net cash used in financing activities

(227)

(376)

(275)

Effect of changes in exchange rates on cash, cash equivalents and restricted cash

0

(2)

(1)

Net (decrease) increase in cash, cash equivalents and restricted cash

(99)

(525)

220

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning Balance

218

743

523

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Ending Balance

119

218

743

Supplemental Disclosure of Cash Flow Information

Interest payments (including securitization interest of $12, $7 and $4 respectively)

168

164

188

Income tax payments, net

14

62

64

Payments to Acquire Retained Interest in Securitized Receivables

$ 12

$ 7

$ 4

[1]

Non-cash impairments for the year ended December 31, 2023 include $25 million at Franchise Group to reduce goodwill related to Cartus, $25 million related to franchise trademarks and $15 million related to leases and other assets.

Non-cash impairments for the year ended December 31, 2022 include $280 million and $114 million related to goodwill at Owned Brokerage Group and Franchise Group, respectively, $76 million related to franchise trademarks and $13 million related to leases and other assets including an investment.

Non-cash impairments for the year ended December 31, 2021 primarily related to leases and other assets.

[2]

Loss (gain) on the sale of businesses, investments or other assets, net in 2022 is recorded in Title Group and is related to the sale of the Title Underwriter and subsequent sales of a portion of the Company's ownership in the Title Insurance Underwriter Joint Venture.

Consolidated Statements Of Equity (Deficit) - USD ($)
$ in Millions

Total

Common Stock

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

Non- controlling Interests

Balance (in shares) at beginning of the year at Dec. 31, 2020

$ 1,767

$ 1

$ 4,876

$ (3,055)

$ (59)

$ 4

115,500,000

Balance at beginning of the year at Dec. 31, 2020

1,767

$ 1

4,876

(3,055)

(59)

4

Net Income (Loss)

350

343

7

Other comprehensive income (loss)

9

^[1]

Equity component of Exchangeable Senior Notes issuance, net

53

Purchase of Exchangeable Senior Notes note hedge transactions

(67)

18

Issuance of Exchangeable Senior Notes warrant transactions

46

Exercise of stock options (in shares)

100,000

Exercise of stock options

1

Issuance of shares for vesting of equity awards

29

1,500,000

Shares withheld for taxes on equity awards (in shares)

(500,000)

Shares withheld for taxes on equity awards

(9)

Noncontrolling Interest, Dividends

(5)

Dividends Total Equity

(5)

Balance (in shares) at end of the year at Dec. 31, 2021

116,600,000

Balance at end of the year at Dec. 31, 2021

2,192

$ 1

4,947

(2,712)

(50)

6

Other comprehensive income (loss)

2,192

$ 1

4,947

(2,712)

(50)

6

Net Income (Loss)

(283)

(287)

4

$ 2

2

^[1]

Repurchase of common stock

(8,800,000)

Stock Repurchased and Retired During Period, Value

$ (97)

(97)

Exercise of stock options (in shares)

100,000

Exercise of stock options

2

Issuance of shares for vesting of equity awards

22

2,400,000

Shares withheld for taxes on equity awards (in shares)

(800,000)

Shares withheld for taxes on equity awards

(16)

Noncontrolling Interest, Dividends

(8)

Dividends Total Equity

(8)

Contributions from non-controlling interests

$ 1

1

Balance (in shares) at end of the year at Dec. 31, 2022

109,480,357

109,500,000

Balance at end of the year at Dec. 31, 2022

$ 1,767

$ 1

4,805

(2,994)

(48)

3

Cumulative effect adjustment, Additional Paid in Capital

4,805

Cumulative effect adjustment, Accumulated Deficit

(2,994)

Other comprehensive income (loss)

1,767

$ 1

4,805

(2,994)

(48)

3

Net Income (Loss)

(98)

(97)

(1)

4

^[1]

Issuance of shares for vesting of equity awards

12

1,600,000

Shares withheld for taxes on equity awards (in shares)

(600,000)

Shares withheld for taxes on equity awards

(4)

Noncontrolling Interest, Dividends

(1)

Dividends Total Equity

(1)

Contributions from non-controlling interests

$ 1

1

Balance (in shares) at end of the year at Dec. 31, 2023

110,488,093

110,500,000

Balance at end of the year at Dec. 31, 2023

$ 1,681

$ 1

4,813

(3,091)

(44)

2

Cumulative effect adjustment, Additional Paid in Capital

4,813

Cumulative effect adjustment, Accumulated Deficit

(3,091)

Accumulated Other Comprehensive Income (Loss) [Line Items]

$ 1,681

$ 1

$ 4,813

$ (3,091)

$ (44)

$ 2

[1]	As of December 31, 2023, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests.

Equity Accumulated Other Comprehensive Loss - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Accumulated Other Comprehensive Income (Loss), Beginning Balance

$ (48)

1

$ 1

$ 3

Accumulated Other Comprehensive Income (Loss), Ending Balance

4

2

9

(44)

(48)

Currency Translation Adjustments (1)

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated Other Comprehensive Income (Loss), Beginning Balance

^[1]

(9)

(8)

Other comprehensive (loss) income before reclassifications

^[1]

0

(1)

Amounts reclassified from accumulated other comprehensive loss

^[1]

0

^[1]

0

Accumulated Other Comprehensive Income (Loss), Ending Balance

^[1]

0

(1)

^[1]

(9)

Minimum Pension Liability Adjustment

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated Other Comprehensive Income (Loss), Beginning Balance

(39)

(41)

(51)

Other comprehensive (loss) income before reclassifications

2

1

10

Amounts reclassified from accumulated other comprehensive loss

^[2]

3

2

3

(1)

(3)

Accumulated Other Comprehensive Income (Loss), Ending Balance

4

2

10

(35)

(39)

(41)

Accumulated Other Comprehensive Loss (2)

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated Other Comprehensive Income (Loss), Beginning Balance

^[3]

(48)

(50)

(59)

Other comprehensive (loss) income before reclassifications

^[3]

2

1

9

Amounts reclassified from accumulated other comprehensive loss

^[3]

3

2

3

^[3]

(1)

(3)

Accumulated Other Comprehensive Income (Loss), Ending Balance

^[3]

4

2

9

^[3]

$ (44)

$ (48)

$ (50)

[1]	Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the balance sheet dates and equity accounts are translated at historical spot rates. Revenues and expenses are translated at average exchange rates during the periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in the Consolidated Statements of Operations.
[2]	These amounts represent the amortization of actuarial gain (loss) to periodic pension cost and were reclassified from accumulated other comprehensive loss to the general and administrative expenses line on the Consolidated Statement of Operations.
[3]	As of December 31, 2023, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References + Details

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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Amount of tax expense (benefit) allocated to other comprehensive income (loss).

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SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

SEC Schedule, Article 12-09, Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure

Item 15. Exhibits, Financial Statements and Schedules.

(A)(1) and (2) Financial Statements

The consolidated financial statements of the registrants listed in the "Index to Financial Statements" on page F-1 together with the reports of PricewaterhouseCoopers LLP (PCAOB ID 238), independent auditors, are filed as part of this Annual Report.

(A)(3) Exhibits

See Index to Exhibits.

The agreements included or incorporated by reference as exhibits to this Annual Report contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Annual Report not misleading.

(A)(4) Consolidated Financial Statement Schedules

Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021:


(in millions)			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Deductions		Balance at End of Period
Allowance for doubtful accounts (a)
Year ended December 31, 2023	$	12	$	8	$	—	$	(2)	$	18
Year ended December 31, 2022	11		2		—		(1)		12
Year ended December 31, 2021	13		2		—		(4)		11

Deferred tax asset valuation allowance
Year ended December 31, 2023	$	20	$	5	$	—	$	—	$	25
Year ended December 31, 2022	20		—		—		—		20
Year ended December 31, 2021	21		(1)		—		—		20

_______________

(a)The deduction column represents uncollectible accounts written off, net of recoveries from Trade Receivables, in the Consolidated Balance Sheets.

Basis of Presentation (Notes)	12 Months Ended
Basis of Presentation (Notes)	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Description and Basis of Presentation [Text Block]	BASIS OF PRESENTATION Anywhere Real Estate Inc. ("Anywhere" or the "Company") is a holding company for its consolidated subsidiaries including Anywhere Intermediate Holdings LLC ("Anywhere Intermediate") and Anywhere Real Estate Group LLC ("Anywhere Group") and its consolidated subsidiaries. Anywhere, through its subsidiaries, is a global provider of residential real estate services. Neither Anywhere, the indirect parent of Anywhere Group, nor Anywhere Intermediate, the direct parent company of Anywhere Group, conducts any operations other than with respect to its respective direct or indirect ownership of Anywhere Group. As a result, the consolidated financial positions, results of operations, comprehensive (loss) income and cash flows of Anywhere, Anywhere Intermediate and Anywhere Group are the same. The accompanying Consolidated Financial Statements include the financial statements of Anywhere and Anywhere Group. Anywhere's only asset is its investment in the common stock of Anywhere Intermediate, and Anywhere Intermediate's only asset is its investment in Anywhere Group. Anywhere's only obligations are its guarantees of certain borrowings and certain franchise obligations of Anywhere Group. All expenses incurred by Anywhere and Anywhere Intermediate are for the benefit of Anywhere Group and have been reflected in Anywhere Group’s Consolidated Financial Statements. The Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances and transactions have been eliminated. Business Description The Company reports its operations in the following three business segments (the number of offices and agents are unaudited): •Anywhere Brands ("Franchise Group")—franchises a portfolio of well-known, industry-leading franchise brokerage brands, including Better Homes and Gardens® Real Estate, Century 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA® and Sotheby's International Realty®. As of December 31, 2023, the Company's real estate franchise systems and proprietary brands had approximately 322,500 independent sales agents worldwide, including approximately 188,300 independent sales agents operating in the U.S. (which included approximately 56,700 company owned brokerage independent sales agents). As of December 31, 2023, the Company's real estate franchise systems and proprietary brands had approximately 18,900 offices worldwide in 119 countries and territories, including approximately 5,600 brokerage offices in the U.S. (which included approximately 620 company owned brokerage offices). This segment also includes the Company's global relocation services operation through Cartus® Relocation Services ("Cartus") and lead generation activities through Anywhere Leads Inc. ("Leads Group"). •Anywhere Advisors ("Owned Brokerage Group")—operates a full-service real estate brokerage business with approximately 620 owned and operated brokerage offices with approximately 56,700 independent sales agents under the Coldwell Banker®, Corcoran® and Sotheby’s International Realty® brand names in many of the largest metropolitan areas in the U.S. This segment also includes the Company's share of equity earnings or losses from the Company's minority-owned real estate auction joint venture. •Anywhere Integrated Services ("Title Group")—provides full-service title, escrow and settlement services to consumers, real estate companies, corporations and financial institutions primarily in support of residential real estate transactions. This segment also includes the Company's share of equity earnings or losses from Guaranteed Rate Affinity, the Company's minority-owned mortgage origination joint venture, and from the Company's minority-owned title insurance underwriter joint venture. Sale of the Title Insurance Underwriter On March 29, 2022, the Company sold its title insurance underwriter, Title Resources Guaranty Company (the "Title Underwriter") (previously reported in the Title Group reportable segment), to an affiliate of Centerbridge for $210 million (prior to expenses and tax) and a 30% equity interest in the form of common units in a title insurance underwriter joint venture that owns the Title Underwriter (the "Title Insurance Underwriter Joint Venture"). Upon closing of the transaction, the Company received $208 million of cash and recorded a $90 million investment related to its 30% equity interest in the Title Insurance Underwriter Joint Venture. As a result of the transaction, the Company disposed of $166 million of net assets, including $152 million of cash held as statutory reserves by the Title Underwriter and $32 million of goodwill, and recognized a gain of $131 million, net of fees, recorded in the Other income, net line on the Consolidated Statements of Operations. During the second quarter of 2022, the Company sold a portion of its interest in the Title Insurance Underwriter Joint Venture to a third party, reducing the Company's equity interest from 30% to 26% and resulting in a gain of $4 million. During the first quarter of 2023, the Company sold an additional portion of its interest in the Title Insurance Underwriter Joint Venture to a third party, reducing the Company's equity interest from 26% to 25% and resulting in a gain of $1 million. See Note 4, "Equity Method Investments", for additional information related to the Title Insurance Underwriter Joint Venture.

Summary of Significant Accounting Policies (Notes)	12 Months Ended
Summary of Significant Accounting Policies (Notes)	Dec. 31, 2023
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES In presenting the consolidated financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates. CONSOLIDATION The Company consolidates any variable interest entity ("VIE") for which it is the primary beneficiary with a controlling financial interest. Also, the Company consolidates an entity not deemed a VIE if its ownership, direct or indirect, exceeds 50% of the outstanding voting shares of an entity and/or it has the ability to control the financial or operating policies through its voting rights, board representation or other similar rights. For entities where the Company does not have a controlling financial or operating interest, the investments in such entities are accounted for using the equity method or at fair value with changes in fair value recognized in net income, as appropriate. See Note 4, "Equity Method Investments" for discussion. REVENUE RECOGNITION See Note 3, "Revenue Recognition", for discussion. CASH AND CASH EQUIVALENTS The Company considers highly liquid investments with remaining maturities not exceeding three months at the date of purchase to be cash equivalents. RESTRICTED CASH Restricted cash primarily relates to amounts specifically designated as collateral for the repayment of outstanding borrowings under the Company’s securitization facilities. Such amounts approximated $13 million and $4 million at December 31, 2023 and 2022, respectively. ALLOWANCE FOR DOUBTFUL ACCOUNTS The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance begins in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses. DEBT ISSUANCE COSTS Debt issuance costs include costs incurred in connection with obtaining debt and extending existing debt. These financing costs are presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount, with the exception of the debt issuance costs related to the Revolving Credit Facility and securitization obligations which are classified as a deferred financing asset within other assets. The debt issuance costs are amortized via the effective interest method and the amortization period is the life of the related debt. DERIVATIVE INSTRUMENTS The Company recorded derivatives and hedging activities on the balance sheet at their respective fair values. The Company historically used interest rate swaps to manage its exposure to future interest rate volatility associated with its variable rate borrowings, however the Company had no outstanding interest rate swaps at December 31, 2023. See Note 18, "Risk Management and Fair Value of Financial Instruments", for further discussion of interest rate swaps held in prior years. PROPERTY AND EQUIPMENT Property and equipment (including leasehold improvements) are initially recorded at cost, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization on the Consolidated Statements of Operations, is computed utilizing the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed utilizing the straight-line method over the estimated benefit period of the related assets or the lease term, if shorter. Useful lives are 30 years for buildings, up to 20 years for leasehold improvements, and from 3 to 7 years for furniture, fixtures and equipment. The Company capitalizes the costs of software developed for internal use which commences during the development phase of the project. The Company amortizes software developed or obtained for internal use on a straight-line basis, generally from 1 to 5 years, when such software is ready for use. The net carrying value of software developed or obtained for internal use was $134 million and $140 million at December 31, 2023 and 2022, respectively. LEASES See Note 6, "Leases", for discussion. IMPAIRMENT OF GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS Goodwill represents the excess of acquisition costs over the fair value of the net tangible assets and identifiable intangible assets acquired in a business combination. Other indefinite-lived intangible assets primarily consist of trademarks acquired in business combinations. Goodwill and other indefinite-lived assets are not amortized but are subject to impairment testing. The aggregate carrying values of our goodwill and other indefinite-lived intangible assets were $2,499 million and $614 million, respectively, at December 31, 2023 and are subject to an impairment assessment annually as of October 1, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. In testing goodwill, the fair value of each reporting unit is estimated using the income approach, a discounted cash flow method. For the other indefinite lived intangible assets, fair value is estimated using the relief from royalty method. Management utilizes long-term cash flow forecasts and the Company's annual operating plans adjusted for terminal value assumptions. The fair value of the Company's reporting units and other indefinite lived intangible assets is determined utilizing the best estimate of future revenues, operating expenses including commission expense, market and general economic conditions, trends in the industry, as well as assumptions that management believes marketplace participants would utilize including discount rates, cost of capital, trademark royalty rates, and long-term growth rates. The trademark royalty rate was determined by reviewing similar trademark agreements with third parties. The impairment assessment is performed at the reporting unit level and compares the carrying value of each reporting unit and the carrying value of each other indefinite lived intangible asset to their respective fair values and, when appropriate the carrying value is reduced to fair value and an impairment charge for the excess is recorded on the "Impairments" line in the accompanying Consolidated Statements of Operations. Beginning in the fourth quarter of 2023, the Company reorganized its internal reporting structure within the Franchise Group Segment. There were no changes to the Company's reportable segments, which continue to be identified and presented as Owned Brokerage Group, Franchise Group, and Title Group, as separate financial information is maintained and regularly employed by the Company's chief operating decision maker for each of these reportable segments as it relates to performance assessment and resource allocation. However, the reorganization changed the composition of the existing reporting units within the Franchise Group reportable segment which included the franchise services reporting unit and the Cartus/Leads reporting unit. Subsequent to the reorganization, the lead generation business is included within the franchise services reporting unit resulting in the Owned Brokerage Group, franchise services, Title Group and Cartus reporting units. As a result of this reorganization, the Company reassigned assets and liabilities to the applicable reporting units and allocated goodwill using the relative fair value approach. The Company performed its annual impairment assessment (or transition assessment) on the affected reporting units on both a pre- and post-reorganization basis. As part of the pre-reorganization impairment assessment, the Company utilized the discounted cash flow method under the income approach to estimate the fair values as of October 1, 2023 for the pre-reorganization reporting units. This assessment did not result in an impairment. The Company then performed its impairment assessment as of October 1, 2023 for the post-reorganization reporting units again using the discounted cash flow method under the income approach to estimate the fair value of its reporting units. This assessment resulted in a goodwill impairment of $25 million at the Cartus reporting unit. In addition, as part of the Company's annual impairment assessment, it was identified that franchise trademarks were impaired by $25 million. The annual impairment assessment indicated that impairment charges were not necessary for the Company's other reporting units or other indefinite-lived intangibles. In assessing the potential impact of reducing the estimated fair value by 10% for each of the passing reporting units and other indefinite-lived intangible assets, management concluded that, excluding the Company's trademarks, no impairment of goodwill or indefinite-lived intangibles would have been recognized for 2023. The fair value of trademarks is determined using the relief from royalty method which exhibits sensitivity to variations in projected revenues. For the remaining tradenames that were not impaired, which include Title Group and Cartus, the fair value exceeded the carrying value by approximately 3%. During the fourth quarter of 2022, the Company performed its annual impairment assessment of goodwill and other indefinite-lived intangible assets. The decline in transaction volume during 2022 largely due to rapidly rising mortgage rates, high inflation, reduced affordability, and broader macroeconomic concerns resulted in lower homesale transaction volume for the brokerage and franchise business and lower referral volume for the lead generation business. These market conditions as well as an increase in the weighted average cost of capital resulted in the recognition of an impairment of goodwill at the Owned Brokerage Group reporting unit of $280 million, an impairment of goodwill at the Franchise Group segment of $114 million related to the Cartus/Leads Group reporting unit and an impairment of franchise trademarks of $76 million. The results of the Company's annual impairment assessment indicated no other impairment charges were required for the other reporting units or other indefinite-lived intangibles. Management evaluated the effect of lowering the estimated fair value for each of the passing reporting units and indefinite-lived intangible assets by 10% and determined that no impairment of goodwill or indefinite-lived intangibles would have been recognized under this evaluation for 2022 with the exception of the title trademark. The fair value of trademarks is determined using the relief from royalty method which is sensitive to fluctuations in projected revenues. During the year ended December 31, 2021, there was no impairment of goodwill or other indefinite-lived intangible assets. Management evaluated the effect of lowering the estimated fair value for each of the reporting units by 10% and determined that no impairment of goodwill would have been recognized under this evaluation for 2021. The impairment charges are recorded on a separate line in the accompanying Consolidated Statements of Operations and are non-cash in nature. The Company evaluates the recoverability of its other long-lived assets, including amortizable intangible assets, if circumstances indicate an impairment may have occurred. This assessment is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. If such assessment indicates that the carrying value of these assets is not recoverable, then the carrying value of such assets is reduced to fair value through a charge to the Company’s Consolidated Statements of Operations. ADVERTISING EXPENSES Advertising costs are generally expensed in the period incurred. Advertising expenses, recorded within the "Marketing" expense line item on the Company’s Consolidated Statements of Operations, were approximately $140 million, $175 million and $192 million for the years ended December 31, 2023, 2022 and 2021, respectively. INCOME TAXES The Company’s provision for income taxes is determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based upon the differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. These differences are based upon estimated differences between the book and tax basis of the assets and liabilities for the Company. Certain tax assets and liabilities of the Company may be adjusted in connection with the finalization of income tax audits. The Company’s deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax balances will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the Company’s provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. STOCK-BASED COMPENSATION The Company grants stock-based awards to certain senior management members, employees and directors including restricted stock units and performance share units. The fair value of restricted stock units and performance share units without a market condition is measured based on the closing price of the Company's common stock on the grant date and is recognized as expense over the service period of the award, or when requisite performance metrics or milestones are probable of being achieved. The fair value of awards with a market condition are estimated using the Monte Carlo simulation method and expense is recognized on a straight-line basis over the requisite service period of the award. The Company recognizes forfeitures as they occur. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company systematically reviews and evaluates the relevance and implications of all Accounting Standards Updates. While recently issued standards not expressly listed below were scrutinized, they were deemed either inapplicable or anticipated to have minimal impact on the Company's consolidated financial position or results of operations. The FASB issued a new standard on Improvements to Reportable Segment Disclosures. This standard does not alter the methodology employed by the Company in identifying its operating segments, aggregating those operating segments or applying the quantitative thresholds to determine its reportable segments. Instead, the new standard adds required disclosures concerning significant segment expenses that are regularly provided to or easily computed from information regularly provided to by the chief operating decision maker ("CODM") and included within the Company's reported measure of segment profit of loss, as well as certain other disclosures. The new standard also allows disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance by the CODM. Furthermore, certain annual disclosures will be required on an interim basis. The new standard is effective for all calendar year end companies in 2024, and interim periods in 2025, with early adoption permitted. The new guidance should be adopted retrospectively unless impracticable. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures. The FASB issued a new standard addressing Improvements to Income Tax Disclosures. This standard includes enhanced income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid for annual periods. The new standard is effective for all calendar year end companies in 2025, and interim periods in 2026, with early adoption permitted. The new guidance should be adopted on a prospective basis with retrospective application permitted. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures.

Revenue Recognition

12 Months Ended

Dec. 31, 2023

Revenue Recognition [Abstract]

Revenue from Contract with Customer

. REVENUE RECOGNITION

Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue accounting standard. The Company's revenue is disaggregated by major revenue categories on our Consolidated Statements of Operations and further disaggregated by business segment as follows:


	Years Ended December 31, 2023 vs December 31, 2022
	Franchise Group				Owned Brokerage Group				Title Group				Corporate and Other				Total Company
	2023		2022		2023		2022		2023		2022		2023		2022		2023		2022
Gross commission income (a)	$	—	$	—	$	4,570	$	5,538	$	—	$	—	$	—	$	—	$	4,570	$	5,538
Service revenue (b)	223		260		21		22		325		511		—		—		569		793
Franchise fees (c)	652		775		—		—		—		—		(301)		(358)		351		417
Other (d)	108		110		37		46		15		19		(14)		(15)		146		160
Net revenues	$	983	$	1,145	$	4,628	$	5,606	$	340	$	530	$	(315)	$	(373)	$	5,636	$	6,908


	Years Ended December 31, 2022 vs December 31, 2021
	Franchise Group				Owned Brokerage Group				Title Group				Corporate and Other				Total Company
	2022		2021		2022		2021		2022		2021		2022		2021		2022		2021
Gross commission income (a)	$	—	$	—	$	5,538	$	6,118	$	—	$	—	$	—	$	—	$	5,538	$	6,118
Service revenue (b)	260		227		22		29		511		924		—		—		793		1,180
Franchise fees (c)	775		914		—		—		—		—		(358)		(393)		417		521
Other (d)	110		108		46		42		19		28		(15)		(14)		160		164
Net revenues	$	1,145	$	1,249	$	5,606	$	6,189	$	530	$	952	$	(373)	$	(407)	$	6,908	$	7,983

_______________

(a)Gross commission income at Owned Brokerage Group is recognized at a point in time at the closing of a homesale transaction.

(b)Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service.

(c)Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction).

(d)Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments.

The Company's revenue streams are discussed further below by business segment:

Franchise Group

Domestic Franchisees

In the U.S., the Company employs a direct franchising model whereby it 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 of the franchisee’s gross commission income. Royalty fees are recorded as the underlying franchisee revenue is earned (upon close of the homesale transaction). Annual volume incentives given to certain franchisees on royalty fees are recorded as a reduction to revenue and are accrued for in relative proportion to the recognition of the underlying gross franchise revenue. Other sales incentives are generally recorded as a reduction to revenue ratably over the related performance period or from the date of issuance through the remaining life of the related franchise agreement. Franchise revenue also includes domestic initial franchise fees which are generally non-refundable and recognized by the Company as revenue upon the execution or opening of a new franchisee office to cover the upfront costs associated with opening the franchisee for business under one of Anywhere’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 decreased from $26 million at January 1, 2023 to $19 million at December 31, 2023 primarily due to amounts recognized into revenue matching expenses for marketing activities, offset by additional fees received from franchisees during the year ended December 31, 2023.

International Franchisees

The Company utilizes a direct franchising model outside of the U.S. for Sotheby's International Realty® and Corcoran® and, in some cases, Better Homes and Gardens® Real Estate. For all other brands, the Company generally employs a master franchise model outside of the U.S., whereby it contracts with a qualified third party to build a franchise network in the country or region in which franchising rights have been granted. Under both the direct and master franchise models outside of the U.S., the Company enters into long-term franchise agreements (generally 25 years in duration) and receives an initial area development fee ("ADF") and ongoing royalties. Ongoing royalties are generally a percentage of the royalties received by the master franchisor from its franchisees with which it contracts and are recorded once the funds are received by the master franchisor. Under the direct franchise model, a royalty fee is paid to the Company on transactions conducted by its franchisees in the applicable country or region. The ADFs that the Company collects are recorded as deferred revenue when received and are classified as current or non-current liabilities in the Consolidated Balance Sheets based on the expected timing of revenue recognition. ADFs are recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Anywhere’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. The balance for deferred ADFs decreased from $40 million at January 1, 2023 to $39 million at December 31, 2023 due to $4 million of revenues recognized during the year ended December 31, 2023 that were included in the deferred revenue balance at the beginning of the period, partially offset by $3 million of ADFs received during the year ended December 31, 2023.

In addition, the Company recognizes a deferred asset for commissions paid to Anywhere franchise sales employees upon the sale of a new franchise as these are considered costs of obtaining a contract with a customer that are expected to provide benefits to the Company for longer than one year. The Company classifies prepaid commissions as current or non-current assets in the Consolidated Balance Sheets based on the expected timing of expense recognition. The amount of commissions is calculated as a percentage of the anticipated gross commission income of the new franchisee or ADF and is amortized over 30 years for domestic franchise agreements or the agreement term for international franchise agreements (generally 25 years). The amount of prepaid commissions was $29 million and $28 million at December 31, 2023 and 2022, respectively.

Franchise Other

Through Cartus, the Company offers a broad range of employee relocation services to clients designed to manage all aspects of transferring their employees ("transferees") and provides value through the generation of leads to real estate agent and brokerage participants. These services include, but are not limited to, homesale assistance, relocation policy counseling and group move management services, expense processing and relocation-related accounting, and visa and immigration support. The Company also arranges household goods moving services and provides support for all aspects of moving a transferee's household goods. There are a number of different revenue streams associated with relocation services including fees earned from real estate brokers and household goods moving companies that provide services to the transferee which are recognized at a point in time at the completion of services. The Company earns revenues from outsourcing management fees charged to clients that may cover several of the relocation services listed above, according to the clients' specific needs. Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type. The balance for deferred outsourcing management fees decreased from $4 million at January 1, 2023 to $3 million at December 31, 2023 due to $43 million of revenues recognized during the year as performance obligations were satisfied, offset by a $42 million increase primarily related to additions for management fees billed on new relocation files in advance of the Company satisfying its performance obligation.

Through the Leads Group, the Company provides high-quality leads to independent sales agents, through real estate benefit programs that provide home-buying and selling assistance to customers of lenders, organizations such as credit unions and interest groups that have established members who are buying or selling a home as well as to consumers and corporations who have expressed interest in a certain brand, product or service (such as relocation services), including those offered by Anywhere. The Leads Group also directs the Company's broker-to-broker business, which generates leads by

brokers affiliated with one of its network brokerages, including the Anywhere Leads Network. The networks consist of real estate brokers, including company owned brokerage operations, as well as franchisees and independent real estate brokers who have been approved to become members of one or more networks. Member brokers of the networks receive leads from the Company's real estate benefit programs (including via Cartus) and each other in exchange for a fee paid to the Leads Group. Network fees are billed in advance and recognized into revenue on a straight-line basis each month during the membership period. The balance for deferred network fees increased from zero at January 1, 2023 to $2 million at December 31, 2023 due to a $6 million increase related to new network fees, offset by $4 million of revenues recognized during the year that were included in the deferred revenue balance at the beginning of the period.

Owned Brokerage Group

As an owner-operator of real estate brokerages, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue at a point in time which is upon the closing of a real estate transaction (i.e., purchase or sale of a home). These revenues are referred to as gross commission income. The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as the "Commission and other agent-related costs" line item on the accompanying Consolidated Statements of Operations.

The Company has relationships with developers in select major cities (in particular, New York City) to provide marketing and brokerage services in new developments. New development closings generally have a development period of between 18 and 24 months from contracted date to closing. In some cases, the Company receives advanced commissions which are recorded as deferred revenue when received and recognized as revenue when units within the new development close. The balance of advanced commissions related to developments increased from $11 million at January 1, 2023 to $12 million at December 31, 2023 due to a $6 million increase related to additional commissions received for new developments, offset by a $5 million decrease as a result of revenues recognized on units closed.

Title Group

The Company provides title, escrow and settlement services to consumers, real estate companies, corporations and financial institutions with many of these services provided in connection with the Company's real estate brokerage and relocation services businesses. These services relate to the closing of home purchases and refinancing of home loans and therefore, 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.

Deferred Revenue

The following table shows the total change in the Company's contract liabilities related to revenue contracts by reportable segment (as discussed in detail above) for the year ended December 31, 2023:


	Year Ended December 31, 2023
	Beginning Balance at January 1, 2023		Additions during the period		Recognized as Revenue during the period		Ending Balance at December 31, 2023
Franchise Group (a)	$	80	$	154	$	(165)	$	69
Owned Brokerage Group	14		9		(8)		15
Total	$	94	$	163	$	(173)	$	84

_______________

(a)Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group.

The majority of the Company's contracts are transactional in nature or have a duration of one-year or less. Accordingly, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Paragraph 12
-Subparagraph (b)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

Equity Method Investments and Joint Ventures [Abstract]

Investments, Equity Method and Joint Ventures

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures Disclosure

EQUITY METHOD INVESTMENTS

The Company applies the equity method of accounting for investments in ventures when it possesses significant influence over operational and financial decisions but lacks controlling interests. The Company records its proportionate share of net earnings or losses from these equity method investments under the "Equity in (earnings) losses of unconsolidated entities" line in the Consolidated Statements of Operations. Investments not subject to the equity method are valued at fair market value with adjustments recognized in net income. If the fair value is not readily determinable, these investments are measured at cost minus impairment (if any), plus or minus changes reflecting observable price changes in orderly transactions for an identical or similar investment.

The Company has various equity method investments classified within other non-current assets on the Consolidated Balance Sheets. Although the Company holds certain governance rights, it lacks controlling financial or operational interests in these investments. Equity earnings or losses attributable to these investments are included in the financial results of the Title Group and Owned Brokerage Group reportable segments. The Company's equity method investment balances at December 31, 2023 and 2022 were as follows:


	December 31,
	2023		2022
Guaranteed Rate Affinity (1)	$	67	$	72
Title Insurance Underwriter Joint Venture (2)	74		75
Other Title Group equity method investments (3)	11		10
Total Title Group equity method investments	152		157
Owned Brokerage Group equity method investments (4)	26		27
Total equity method investments	$	178	$	184

_______________

(1)Guaranteed Rate Affinity is the Company's 49.9% minority-owned mortgage origination joint venture with Guaranteed Rate, Inc which originates and markets its mortgage lending services to the Company's real estate brokerage as well as other real estate brokerage companies across the country. The Company received $5 million in cash dividends from Guaranteed Rate Affinity during the year ended December 31, 2023.

(2)Includes the Company's 25% equity interest in the Title Insurance Underwriter Joint Venture formed in March 2022 as a result of the sale of the Company's Title Underwriter. See Note 1, "Basis of Presentation—Sale of the Title Insurance Underwriter", for additional information related to the sale of the Title Underwriter and subsequent sales of a portion of the Company's ownership in the Title Insurance Underwriter Joint Venture.

(3)Includes Title Group's various other equity method investments. The Company invested an additional $1 million and received $3 million in cash dividends related to these investments during the year ended December 31, 2023.

(4)Includes the Company's 50% owned unconsolidated real estate auction joint venture with Sotheby's which holds an 80% ownership stake in Sotheby's Concierge Auctions, a global luxury real estate auction marketplace that partners with real estate agents to host luxury online auctions for clients, the Company's former 49% investment in RealSure (operations were ceased in the fourth quarter of 2022), and other brokerage related investments. The Company recorded a $3 million loss on the sale of a brokerage related investment during the year ended December 31, 2023.

The Company recorded equity in (earnings) losses from its equity method investments as follows:


	Year Ended December 31,
	2023		2022		2021
Guaranteed Rate Affinity	$	—	$	22	$	(49)
Title Insurance Underwriter Joint Venture	(4)		(6)		—
Other Title Group equity method investments	(3)		(5)		(6)
Owned Brokerage Group equity method investments	(2)		17		7
Equity in (earnings) losses of unconsolidated entities	$	(9)	$	28	$	(48)

Property and Equipment, Net Property and Equipment, Net (Notes)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of:


	December 31,
	2023		2022
Furniture, fixtures and equipment	$	146	$	174
Capitalized software	530		492
Finance lease assets	81		85
Building and leasehold improvements	285		290
Land	2		3
Gross property and equipment	1,044		1,044
Less: accumulated depreciation	(764)		(727)
Property and equipment, net	$	280	$	317

The Company recorded depreciation expense related to property and equipment of $106 million, $118 million and $110 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Leases Lessee Disclosure (Notes)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases Disclosure

LEASES

The Company's lease portfolio consists primarily of office space and equipment. The Company has approximately 1,100 real estate leases with lease terms ranging from less than 1 year to 17 years and includes the Company's brokerage sales offices, regional and branch offices for title and relocation operations, corporate headquarters, regional headquarters, and facilities serving as local administration, training and storage. The Company's brokerage sales offices are generally located in shopping centers and small office parks, typically with lease terms of 1 year to 5 years. In addition, the Company has equipment leases which primarily consist of furniture, computers and other office equipment.

Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. At lease commencement, the Company records a liability for its lease obligation measured at the present value of future lease payments and a right-of-use asset equal to the lease liability adjusted for prepayments and lease incentives. The Company uses its collateralized incremental borrowing rate to calculate the present value of lease liabilities as most of its leases do not provide an implicit rate that is readily determinable. The Company does not recognize a lease obligation and right-of-use asset on its balance sheet for any leases with an initial term of 12 months or less. Some real estate leases include one or more options to renew or terminate a lease. The exercise of a lease renewal or termination option is assessed at commencement of the lease and only reflected in the lease term if the Company is reasonably certain to exercise the option. The Company has lease agreements that contain both lease and non-lease components, such as common area maintenance fees, and has made a policy election to combine both fixed lease and non-lease components in total gross rent for all of its leases. Expense for operating leases is recognized on a straight-line basis over the lease term. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest method over the lease term.

The Company recognizes impairment charges related to the exit and sublease of certain real estate operating leases. As part of the Company's plan to reduce its office footprint costs and centralize certain aspects of its operational support structure as discussed in Note 14, "Restructuring Costs," the Company will incur right-of-use asset impairments.

Supplemental balance sheet information related to the Company's leases was as follows:


		December 31,
Lease Type	Balance Sheet Classification	2023			2022
Assets:
Operating lease assets	Operating lease assets, net	$	380		$	422
Finance lease assets (a)	Property and equipment, net	29			34
Total lease assets, net		$	409		$	456
Liabilities:
Current:
Operating lease liabilities	Current portion of operating lease liabilities	$	113		$	122
Finance lease liabilities	Accrued expenses and other current liabilities	9			11
Non-current:
Operating lease liabilities	Long-term operating lease liabilities	333			371
Finance lease liabilities	Other non-current liabilities	12			14
Total lease liabilities		$	467		$	518

Weighted Average Lease Term and Discount Rate
Weighted average remaining lease term (years):
Operating leases		5.0			5.3
Finance leases		3.0			2.9

Weighted average discount rate:
Operating leases		4.6		%	4.3		%
Finance leases		4.8		%	3.9		%

_______________

(a)Finance lease assets are recorded net of accumulated amortization of $52 million and $50 million at December 31, 2023 and 2022, respectively.

As of December 31, 2023, maturities of lease liabilities by fiscal year were as follows:


Maturity of Lease Liabilities	Operating Leases		Finance Leases		Total
2024	$	126	$	9	$	135
2025	113		6		119
2026	86		5		91
2027	62		2		64
2028	42		—		42
Thereafter	72		—		72
Total lease payments	501		22		523
Less: Interest	55		1		56
Present value of lease liabilities	$	446	$	21	$	467

Supplemental income statement information related to the Company's leases is as follows:


	Year Ended December 31,
Lease Costs	2023		2022		2021
Operating lease costs	$	132	$	140	$	141
Finance lease costs:
Amortization of leased assets	12		12		12
Interest on lease liabilities	1		1		1
Other lease costs (a)	23		23		24
Impairment (b)	11		6		2
Less: Sublease income, gross	2		2		2
Net lease cost	$	177	$	180	$	178

_______________

(a)Primarily consists of variable lease costs.

(b)Impairment charges relate to the exit and sublease of certain real estate operating leases.

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
	2023		2022		2021
Supplemental cash flow information:
Operating cash flows from operating leases	$	148	$	162	$	162
Operating cash flows from finance leases	1		1		1
Financing cash flows from finance leases	13		13		13

Supplemental non-cash information:
Lease assets obtained in exchange for lease obligations:
Operating leases	$	92	$	92	$	134
Finance leases	7		14		6

Goodwill and Intangible Assets (Notes)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure

GOODWILL AND INTANGIBLE ASSETS

Impairment of Goodwill and Other Indefinite-lived Intangibles

During the fourth quarter of 2023, the Company performed its impairment assessment of goodwill and other indefinite-lived intangible assets. As a result of the assessment, goodwill at Franchise Group related to the Cartus reporting unit was impaired by $25 million and franchise trademarks were impaired by $25 million. The results of the Company's annual impairment assessment indicated no impairment charges were required for the other reporting units or other indefinite-lived intangibles. See Note 2, "Summary of Significant Accounting Policies—Impairment of Goodwill, Intangible Assets and Other Long-Lived Assets", for additional information.

Goodwill

Changes in the carrying amount of Goodwill and Accumulated impairment losses by reportable segment is as follows:


	Franchise Group		Owned Brokerage Group		Title Group		Total Company
Goodwill (gross) at December 31, 2021	$	3,953	$	1,067	$	482	$	5,502
Goodwill acquired (a)	—		21		5		26
Goodwill reduction (b)	—		—		(32)		(32)
Goodwill (gross) at December 31, 2022	3,953		1,088		455		5,496

Accumulated impairment losses at December 31, 2021	(1,447)		(808)		(324)		(2,579)
Goodwill impairment	(114)		(280)		—		(394)
Accumulated impairment losses at December 31, 2022	(1,561)		(1,088)		(324)		(2,973)

Goodwill (net) at December 31, 2022	$	2,392	$	—	$	131	$	2,523

Goodwill (gross) at December 31, 2022	$	3,953	$	1,088	$	455	$	5,496
Goodwill acquired (c)	—		1		—		1
Goodwill reduction	—		—		—		—
Goodwill (gross) at December 31, 2023	3,953		1,089		455		5,497

Accumulated impairment losses at December 31, 2022	(1,561)		(1,088)		(324)		(2,973)
Goodwill impairment	(25)		—		—		(25)
Accumulated impairment losses at December 31, 2023 (d)	(1,586)		(1,088)		(324)		(2,998)

Goodwill (net) at December 31, 2023	$	2,367	$	1	$	131	$	2,499

_______________

(a)Goodwill acquired during the year ended December 31, 2022 relates to the acquisition of four real estate brokerage operations and two title and settlement operations.

(b)Goodwill reduction during the year ended December 31, 2022 relates to the sale of the Title Underwriter during the first quarter of 2022 (see Note 1, "Basis of Presentation", for a description of the transaction).

(c)Goodwill acquired during the year ended December 31, 2023 relates to the acquisition of one real estate brokerage operation.

(d)Includes impairment charges which reduced goodwill by $25 million during 2023, $394 million during 2022, $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007.

Brokerage Acquisitions

None of the acquisitions were significant to the Company’s results of operations, financial position or cash flows individually or in the aggregate.

During the year ended December 31, 2022, the Company acquired four real estate brokerage operations through its wholly owned subsidiary, Owned Brokerage Group, for aggregate cash consideration of $16 million and established $11 million of contingent consideration. These acquisitions resulted in goodwill of $21 million, other intangibles of $6 million, other assets of $26 million and other liabilities of $26 million.

Intangible Assets

Intangible assets are as follows:


	As of December 31, 2023						As of December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizable—Franchise agreements (a)	$	2,010	$	1,123	$	887	$	2,010	$	1,056	$	954
Indefinite life—Trademarks (b)	$	586			$	586	$	611			$	611
Other Intangibles
Amortizable—License agreements (c)	$	45	$	16	$	29	$	45	$	15	$	30
Amortizable—Customer relationships (d)	454		385		69		456		366		90
Indefinite life—Title plant shares (e)	28				28		28				28
Amortizable—Other (f)	7		6		1		11		9		2
Total Other Intangibles	$	534	$	407	$	127	$	540	$	390	$	150

_______________

(a)Generally amortized over a period of 30 years.

(b)Primarily related to real estate franchise, title and relocation trademarks which are expected to generate future cash flows for an indefinite period of time. Franchise trademarks were impaired by $25 million during the fourth quarter of 2023 as a result of the Company's annual impairment assessment.

(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 which are being amortized over a period of 10 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)Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 3 to 5 years.

Intangible asset amortization expense is as follows:


	For the Year Ended December 31,
	2023		2022		2021
Franchise agreements	$	67	$	67	$	67
License agreements	1		1		1
Customer relationships	21		21		22
Other	1		7		4
Total	$	90	$	96	$	94

Based on the Company’s amortizable intangible assets as of December 31, 2023, the Company expects related amortization expense to be approximately $89 million, $89 million, $89 million, $74 million, $68 million and $577 million in 2024, 2025, 2026, 2027, 2028 and thereafter, respectively.

Other Current Assets, Accrued Expenses And Other Current Liabilities (Notes)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Other Current Assets, Accrued Liabilities and Other Liabilities Disclosure, Current

. OTHER CURRENT ASSETS AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Other current assets consisted of:


	December 31,
	2023		2022
Prepaid contracts and other prepaid expenses	$	78	$	81
Prepaid agent incentives	49		55
Franchisee sales incentives	30		30
Other	61		39
Total other current assets	$	218	$	205

Accrued expenses and other current liabilities consisted of:


	December 31,
	2023		2022
Accrued payroll and related employee costs	$	158	$	110
Advances from clients	29		15
Accrued volume incentives	28		39
Accrued commissions	34		44
Restructuring accruals	14		14
Deferred income	53		62
Accrued interest	34		40
Current portion of finance lease liabilities	9		11
Due to former parent	38		20
Other	176		115
Total accrued expenses and other current liabilities	$	573	$	470

Short and Long-Term Debt (Notes)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Short And Long-Term Debt

SHORT AND LONG-TERM DEBT

Total indebtedness is as follows:


	December 31,
	2023		2022
Revolving Credit Facility	$	285	$	350
Term Loan A Facility	206		221
7.00% Senior Secured Second Lien Notes	627		—
5.75% Senior Notes	576		899
5.25% Senior Notes	451		985
0.25% Exchangeable Senior Notes	397		394
Total Short-Term & Long-Term Debt	$	2,542	$	2,849
Securitization Obligations:
Apple Ridge Funding LLC	$	115	$	163

Indebtedness Table

As of December 31, 2023, the Company’s borrowing arrangements were as follows:


	Interest Rate	Expiration Date	Principal Amount		Unamortized Premium and Debt Issuance Costs		Net Amount
Revolving Credit Facility (1)	(2)	July 2027 (2)	$	285	$ *		$	285
Term Loan A Facility	(2)	February 2025	206		—		206
Senior Secured Second Lien Notes (3)	7.00%	April 2030	640		13		627
Senior Notes (3)(4)	5.75%	January 2029	576		—		576
Senior Notes (3)(4)	5.25%	April 2030	457		6		451
Exchangeable Senior Notes (5)	0.25%	June 2026	403		6		397
Total Short-Term & Long-Term Debt			$	2,567	$	25	$	2,542
Securitization obligations: (6)
Apple Ridge Funding LLC		May 2024	$	115	$ *		$	115

_______________

*The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets.

(1)As of December 31, 2023, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of December 31, 2023, there were $285 million outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On February 14, 2024, the Company had $383 million outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit.

(2)See below under the header "Senior Secured Credit Agreement and Term Loan A Agreement" for additional information.

(3)See below under the headers "Debt Exchange Transactions" and "7.00% Senior Secured Second Lien Notes" for additional information with respect to the debt exchange transactions, as well as, under the header "Open Market Repurchases of 5.75% and 5.25% Senior Notes" for additional information with respect to open market repurchases in the third quarter of 2023.

(4)See below under the header "Unsecured Notes" for additional information.

(5)See below under the header "Exchangeable Senior Notes" for additional information.

(6)See below under the header "Securitization Obligations" for additional information.

Maturities Table

As of December 31, 2023, the combined aggregate amount of maturities for long-term borrowings for each of the next five years is as follows:


Year	Amount
2024 (a)	$	307
2025	184
2026	403
2027	—
2028	—

_______________

(a)The current portion of long-term debt of $307 million shown on the Consolidated Balance Sheets consists of $285 million outstanding borrowings under the Revolving Credit Facility as of December 31, 2023 and four quarters of 2024 amortization payments totaling $22 million for the Term Loan A Facility. Outstanding borrowings under the Revolving Credit Facility are classified on the balance sheet as current due to the revolving nature and terms and conditions of the facilities.

Senior Secured Credit Agreement and Term Loan A Agreement

The Company’s Amended and Restated Credit Agreement dated as of March 5, 2013 (as amended, amended and restated, modified or supplemented from time to time, the "Senior Secured Credit Agreement") governs its senior secured revolving credit facility (the "Revolving Credit Facility") and, until its repayment in full in September 2021, its term loan B facility (the "Term Loan B Facility", and collectively with the Revolving Credit Facility, the "Senior Secured Credit Facility") and the Company's Term Loan A Agreement dated as of October 23, 2015 (as amended, amended and restated,

modified or supplemented from time to time, the "Term Loan A Agreement") governs its senior secured term loan A credit facility (the "Term Loan A Facility").

The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026 and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024.

Senior Secured Credit Facility

The Senior Secured Credit Facility includes a $1,100 million Revolving Credit Facility which includes a $150 million letter of credit sub-facility.

The interest rate with respect to revolving loans under the Revolving Credit Facility is based on, at Anywhere Group's option, Term SOFR plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR"), plus (in each case) an additional margin subject to the following adjustments based on the Company’s then current senior secured leverage ratio:


Senior Secured Leverage Ratio	Applicable SOFR 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%

Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended December 31, 2023.

The obligations under the Senior Secured Credit Agreement are secured to the extent legally permissible by substantially all of the assets of Anywhere Group, Anywhere Intermediate and all of their domestic subsidiaries, other than certain excluded subsidiaries and subject to certain exceptions.

The Senior Secured Credit Agreement contains financial, affirmative and negative covenants as well as a financial covenant that Anywhere Group maintain (so long as commitments under the Revolving Credit Facility are outstanding) a maximum permitted 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 Revolving Credit Facility at the testing date. Total senior secured net debt does not include the Apple Ridge securitization obligations or our unsecured indebtedness, including the Unsecured Notes and the Exchangeable Senior Notes. At December 31, 2023, Anywhere Group was in compliance with the senior secured leverage ratio covenant.

Term Loan A Facility

The Term Loan A Facility includes the outstanding loans under the Term Loan A Facility (the "Extended Term Loan A") due February 2025. Until its repayment in full in September 2021, the Term Loan A Facility also included the Non-extended Term Loan A due February 2023. The Extended Term Loan A provides for quarterly amortization based on a percentage of the original principal amount of $237 million, which commenced on June 30, 2021, as follows: 0.625% per quarter from June 30, 2021 to March 31, 2022; 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Extended Term Loan A due at maturity on February 8, 2025.

In May 2023, the Company entered into an amendment to the Term Loan Agreement which replaced London Interbank Offering Rate ("LIBOR") with Term SOFR plus a 10 basis point credit spread adjustment as the applicable benchmark for the Term Loan A Facility (the applicable margin for the Term Loan A Facility remained the same). Interest rates with respect to outstanding borrowings under the Extended Term Loan A is based on, at the Company's option, Term SOFR plus

a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the Company’s then current senior secured leverage ratio:


Senior Secured Leverage Ratio	Applicable SOFR 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%

Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended December 31, 2023.

The Term Loan A Agreement contains covenants that are substantially similar to those in the Senior Secured Credit Agreement.

Debt Exchange Transactions

On August 24, 2023, the Company completed debt exchange transactions under Section 4(a)(2) of the Securities Act, pursuant to which the Company issued $640 million of 7.00% Senior Secured Second Lien Notes due 2030 in exchange for $298 million of the 5.75% Senior Notes due 2029 and $503 million of the 5.25% Senior Notes due 2030, which included:

•$218 million of 7.00% Senior Secured Second Lien Notes due 2030 issued to funds managed by Angelo, Gordon & Co., L.P. ("Angelo Gordon"), a Delaware limited partnership (the "Significant Noteholder Exchange"), in exchange for $273 million of Senior Notes due 2029 and Senior Notes due 2030 (consisting of $55 million of the 5.75% Senior Notes due 2029 and $218 million of the 5.25% Senior Notes due 2030) pursuant to an exchange agreement dated July 25, 2023, between Anywhere and Angelo Gordon; and

•$422 million of 7.00% Senior Secured Second Lien Notes due 2030 in exchange for $243 million of the 5.75% Senior Notes due 2029 and $285 million of the 5.25% Senior Notes due 2030, pursuant to exchange offers (the "Exchange Offers") on substantially similar terms to the Significant Noteholder Exchange.

Open Market Repurchases of 5.75% and 5.25% Senior Notes

Following expiration of the Exchange Offers in late August 2023 and on September 1, 2023, the Company repurchased $26 million of the 5.75% Senior Notes and $40 million of the 5.25% Senior Notes in open market purchases at an aggregate purchase price of $48 million, plus accrued interest to the respective repurchase dates.

7.00% Senior Secured Second Lien Notes

The 7.00% Senior Secured Second Lien Notes mature on April 15, 2030 and interest is payable semiannually on April 15 and October 15 of each year which commenced October 15, 2023.

The 7.00% Senior Secured Second Lien Notes are guaranteed on a senior secured second priority basis by Anywhere Intermediate and each domestic direct or indirect restricted subsidiary of Anywhere, other than certain excluded entities, that is a guarantor under its Senior Secured Credit Facility and Term Loan A Facility and certain of its outstanding debt securities. The 7.00% Senior Secured Second Lien Notes are also guaranteed by Anywhere on an unsecured senior subordinated basis. The 7.00% Senior Secured Second Lien Notes are secured by substantially the same collateral as Anywhere Group's existing first lien obligations under its Senior Secured Credit Facility and Term Loan A Facility on a second priority basis.

The indentures governing the 7.00% Senior Secured Second Lien Notes contain various covenants that limit the ability of Anywhere Intermediate, Anywhere Group and Anywhere Group's restricted subsidiaries to take certain actions, which covenants are subject to a number of important exceptions and qualifications. These covenants are substantially similar to the covenants in the indenture governing the 5.75% Senior Notes due 2029 and 5.25% Senior Notes due 2030, as described below under the header "Unsecured Notes".

Unsecured Notes

The 5.75% Senior Notes and 5.25% Senior Notes (collectively the "Unsecured Notes") are unsecured senior obligations of Anywhere Group. The 5.75% Senior Notes mature on January 15, 2029 with interest on such notes payable each year semiannually on January 15 and July 15. The 5.25% Senior Notes mature on April 15, 2030 with interest on such notes payable each year semiannually on April 15 and October 15 which commenced April 15, 2022.

The Company may redeem all or a portion of the 5.75% Senior Notes or 5.25% Senior Notes, as applicable, at the redemption price set forth in the applicable indenture governing such notes, commencing on January 15, 2024 and April 15, 2025, respectively. Prior to those dates, the Company may redeem the applicable notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of such notes redeemed plus a "make-whole" premium as set forth in the applicable indenture governing such notes. In addition, prior to the dates noted above, the Company may redeem up to 40% of the notes from the proceeds of certain equity offerings as set forth in the applicable indenture governing such notes.

The Unsecured Notes are guaranteed on an unsecured senior basis by each domestic subsidiary of Anywhere Group that is a guarantor under the Senior Secured Credit Facility, Term Loan A Facility and Anywhere Group's outstanding debt securities and are guaranteed by Anywhere Holdings on an unsecured senior subordinated basis.

The indentures governing the Unsecured Notes contain various negative covenants that limit Anywhere Group's and its restricted subsidiaries' ability to take certain actions, which covenants are subject to a number of important exceptions and qualifications. These covenants include limitations on Anywhere Group's and its restricted subsidiaries' ability to (a) incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock, (b) pay dividends or make distributions to their stockholders, (c) repurchase or redeem capital stock, (d) make investments or acquisitions, (e) incur restrictions on the ability of certain of their subsidiaries to pay dividends or to make other payments to Anywhere Group, (f) enter into transactions with affiliates, (g) create liens, (h) merge or consolidate with other companies or transfer all or substantially all of their assets, (i) transfer or sell assets, including capital stock of subsidiaries and (j) prepay, redeem or repurchase debt that is subordinated in right of payment to the Unsecured Notes.

In particular, under the Unsecured Notes:

•the cumulative credit basket is not available to repurchase shares to the extent the consolidated leverage ratio is equal to or greater than 4.0 to 1.0 on a pro forma basis giving effect to such repurchase;

•the consolidated leverage ratio must be less than 3.0 to 1.0 to use the unlimited general restricted payment basket; and

•a restricted payment basket is available for up to $45 million of dividends per calendar year (with any actual dividends deducted from the available cumulative credit basket).

The consolidated leverage ratio is measured by dividing Anywhere Group's total net debt (excluding securitizations) by the trailing twelve-month EBITDA. EBITDA, as defined in the applicable indentures governing the Unsecured Notes, is substantially similar to EBITDA calculated on a Pro Forma Basis, as those terms are defined in the Senior Secured Credit Agreement. Net debt under the indenture governing the Unsecured Notes is Anywhere Group's total indebtedness (excluding securitizations) less (i) its cash and cash equivalents in excess of restricted cash and (ii) a $200 million seasonality adjustment permitted when measuring the ratio on a date during the period of March 1 to May 31.

Exchangeable Senior Notes

In June 2021, Anywhere Group issued $403 million of 0.25% Exchangeable Senior Notes due 2026. The net proceeds from the offering were used to pay the cost of the exchangeable note hedge transactions described below (partially offset by proceeds from the warrant transactions described below). The Exchangeable Senior Notes mature on June 15, 2026 with semiannually interest payments on June 15 and December 15.

The Exchangeable Senior Notes are guaranteed on an unsecured senior basis by each domestic subsidiary of Anywhere Group that is a guarantor under the Senior Secured Credit Facility, Term Loan A Facility and Anywhere Group's outstanding debt securities and are guaranteed by Anywhere on an unsecured senior subordinated basis.

Noteholders have the right to exchange their Exchangeable Senior Notes before March 15, 2026 upon the occurrence of certain events (as described in the indenture governing the notes) and on or after March 15, 2026 at their election until the close of business on the second scheduled trading day immediately before the maturity date of the notes. Upon exchange, Anywhere Group will pay cash up to the principal amount being exchanged and pay or deliver cash, shares of the

Company’s common stock or a combination of both at the Company's election for the portion of the exchange obligation in excess of the aggregate principal amount being exchanged.

The initial exchange rate for Exchangeable Senior Notes is 40.8397 shares of the Company’s common stock per $1,000 principal amount of notes (which represents an initial exchange price of approximately $24.49 per share). The exchange rate and exchange price are subject to customary adjustments upon the occurrence of certain events and may be increased for a specified period of time if a “Make-Whole Fundamental Change” (as defined in the indenture governing the Exchangeable Senior Notes) occurs. Initially, a maximum of approximately 23,013,139 shares of the Company’s common stock may be issued upon the exchange of the Exchangeable Senior Notes, based on the initial maximum exchange rate of 57.1755 shares of the Company’s common stock per $1,000 principal amount of notes, which is subject to customary anti-dilution adjustment provisions.

The Exchangeable Senior Notes are redeemable, in whole or in part, at the Company's option between June 20, 2024 and maturity, if the Company’s common stock exceeds 130% of the exchange price for at least 20 trading days, at a cash redemption price equal to the principal amount of the Exchangeable Senior Notes to be redeemed plus accrued and unpaid interest. In addition, calling any Exchangeable Senior Notes for redemption will constitute a Make-Whole Fundamental Change which may increase the exchange rate applicable to the exchange of that note in certain circumstances. In addition, if certain corporate events that constitute a "Fundamental Change" (as defined in the indenture governing the Exchangeable Senior Notes) occurs, then noteholders may require the Company to repurchase their Exchangeable Senior Notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest. The indenture governing the Exchangeable Senior Notes also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Exchangeable Senior Notes to become or to be declared due and payable.

At issuance in June 2021 and under accounting guidance applicable, the Company allocated $319 million to the debt liability and $53 million to additional paid in capital. The difference between the principal amount of the Exchangeable Senior Notes and the liability component, inclusive of issuance costs, represented the debt discount, which the Company amortized to interest expense over the term of the Exchangeable Senior Notes using an effective interest rate of 4.375%. As a result, the Company recognized non-cash interest expense of $8 million related to the Exchangeable Senior Notes during 2021. Upon the adoption of ASU 2020-06 on January 1, 2022, the Company derecognized the unamortized debt discount and related equity component associated with its Exchangeable Senior Notes resulting in an increase to Long-term debt of $65 million, a reduction to Additional paid-in capital of $53 million, net of taxes, and a reduction to Deferred tax liabilities of $17 million. The Company recorded a cumulative effect of adoption adjustment of $5 million, net of taxes, as a reduction to Accumulated deficit on January 1, 2022 related to the reversal of cumulative interest expense recognized for the amortization of the debt discount on its Exchangeable Senior Notes since issuance.

Exchangeable Note Hedge and Warrant Transactions

In relation to the pricing of the Exchangeable Senior Notes and the exercise by the initial purchasers to buy more notes, the Company engaged in exchangeable note hedge transactions with certain counterparties (the "Option Counterparties"). These transactions, which cost a total of $67 million, protect against potential dilution in the Company's common stock underlying the Notes, with adjustments similar to those applicable to the Exchangeable Senior Notes.

Simultaneously, as part of these transactions, the Company entered into warrant transactions with the Option Counterparties selling warrants to purchase, subject to customary adjustments, up to the same number of shares of the Company’s common stock. The initial strike price for the warrants was $30.6075 per share, and the Company received $46 million in cash from these transactions.

The combined effect of acquiring exchangeable note hedges and selling warrants is aimed at mitigating potential dilution and/or cash payments upon the exchange of the Exchangeable Senior Notes, effectively raising the overall exchange price from $24.49 to $30.6075 per share.

Upon issuance, the Company recorded a deferred tax liability of $20 million related to the Exchangeable Senior Notes debt discount and a deferred tax asset of $18 million related to the exchangeable note hedge transactions. These were netted and recorded within deferred income taxes in the Consolidated Balance Sheets. The deferred tax liability related to the Exchangeable Senior Notes debt discount was reversed on January 1, 2022, following the adoption of ASU 2020-06 as discussed above.

Securitization Obligations

Anywhere Group has secured obligations through Apple Ridge Funding LLC under a securitization program which expires in May 2024. The securitization program included a seasonal increase provision which allowed for a temporary increase to $215 million of borrowing capacity from July 17 to October 15 of 2023, at which time it reverted back to $200 million of borrowing capacity. As of December 31, 2023, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $115 million being utilized leaving $85 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation.

The Apple Ridge entities 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 Anywhere Group’s relocation operations in order to facilitate the relocation of their employees. Assets of these special purpose entities are not available to pay Anywhere 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, the occurrence of which could restrict our ability to access new or existing funding under this facility or result in termination of the facility, either of which would adversely affect the operation of the Company's relocation services.

Certain of the funds that Anywhere Group receives from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $146 million and $206 million of underlying relocation receivables and other related relocation assets at December 31, 2023 and 2022, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Anywhere Group's securitization obligations are classified as current in the accompanying Consolidated Balance Sheets.

Interest incurred in connection with borrowings under the facility amounted to $12 million and $7 million for the years ended December 31, 2023 and 2022, respectively. This interest is recorded within net revenues in the accompanying Consolidated Statements of Operations as related borrowings are utilized to fund Anywhere Group's relocation operations where interest is generally earned on such assets. The securitization obligations represent floating rate debt for which the average weighted interest rate was 7.5% and 4.2% for the years ended December 31, 2023 and 2022, respectively.

Gain/Loss on the Early Extinguishment of Debt and Write-Off of Financing Costs

During the year ended December 31, 2023, the Company recorded gains on the early extinguishment of debt totaling $169 million which consisted of $151 million as a result of the debt exchange transactions and $18 million as a result of the open market repurchases occurring in the third quarter of 2023 as discussed above.

During the year ended December 31, 2022, the Company recorded a loss on the early extinguishment of debt of $96 million, as a result of the refinancing transactions during 2022, which included $80 million related to the make-whole premiums paid in connection with the early redemption of the 7.625% Senior Secured Second Lien Notes and 9.375% Senior Notes.

During the year ended December 31, 2021, the Company recorded losses on the early extinguishment of debt of $21 million and wrote off certain financing costs of $1 million to interest expense as a result of the refinancing transactions in January and February 2021, the pay down of $150 million of outstanding borrowings under the Term Loan B Facility in April 2021 and the pay downs of the Non-extended Term Loan A and the Term Loan B Facility in September 2021.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1B
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1B
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1I
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Franchising and Marketing Activities [Abstract]

Franchising and Marketing Activities (Notes)

12 Months Ended

Dec. 31, 2023

Franchisors [Text Block]

FRANCHISING AND MARKETING ACTIVITIES

Domestic franchisee agreements generally require the franchisee to pay the Company an initial franchise fee for the franchisee's principal office plus a royalty fee that is a percentage of gross commission income, if any, earned by the franchisee. Franchisee fees can be structured in numerous ways. The Company utilizes multiple franchise fee models, including: (i) volume-based incentive (under which royalty fee rate is subject to reduction based on volume incentives); (ii) flat percentage royalty fee (under which the franchisee pays a fixed percentage of their commission income); (iii) capped fee (under which the franchisee pays a royalty fee capped at a set amount per independent sales agents per year); and (iv) tiered royalty fee (under which the franchisee pays a percentage of their gross commission income as a royalty fee). The volume incentives currently in effect vary for each eligible franchisee for which the Company provides a detailed table that describes the gross revenue thresholds required to achieve a volume incentive and the corresponding incentive amounts and are subject to change.

Domestic initial franchise fees and international area development fees were $5 million, $4 million and $5 million for each of the years ended December 31, 2023, 2022 and 2021, respectively. Franchise royalty revenue is recorded net of annual volume incentives provided to real estate franchisees of $43 million, $61 million and $87 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company’s wholly-owned real estate brokerage services segment, Owned Brokerage Group, pays royalties to the Company’s franchise business; however, such amounts are eliminated in consolidation. Owned Brokerage Group paid royalties to Franchise Group of $301 million, $358 million and $393 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Marketing fees are generally paid by the Company’s real estate franchisees and are generally calculated based on a specified percentage of gross closed commissions earned on real estate transactions, and may be subject to certain minimum and maximum payments. Brand marketing fund revenue was $82 million, $89 million and $92 million for the years ended December 31, 2023, 2022 and 2021, respectively, which included marketing fees paid to Franchise Group from Owned Brokerage Group of $14 million, $15 million and $14 million for the years ended December 31, 2023, 2022 and 2021, respectively. As provided for in the franchise agreements and generally at the Company’s discretion, all of these fees are to be expended for marketing purposes.

The number of franchised and company owned offices in operation are as follows:


	(Unaudited) As of December 31,
	2023	2022	2021
Franchised (domestic and international):
Century 21®	11,972	13,611	14,246
ERA®	2,395	2,407	2,355
Coldwell Banker®	2,140	2,100	2,071
Coldwell Banker Commercial®	189	171	164
Sotheby’s International Realty®	1,071	1,035	986
Better Homes and Gardens® Real Estate	440	418	411
Corcoran®	96	82	122
Total Franchised	18,303	19,824	20,355
Company owned:
Coldwell Banker®	551	606	605
Sotheby’s International Realty®	44	44	41
Corcoran®	28	29	29
Total Company Owned	623	679	675

The number of franchised and company owned offices (in the aggregate) changed as follows:


	(Unaudited) For the Year Ended December 31,
	2023	2022	2021
Franchised (domestic and international):
Beginning balance	19,824	20,355	19,386
Additions	571	548	1,583
Terminations	(2,092)	(1,079)	(614)
Ending balance	18,303	19,824	20,355
Company owned:
Beginning balance	679	675	673
Additions	5	46	25
Closures	(61)	(42)	(23)
Ending balance	623	679	675

As of December 31, 2023, there were an insignificant number of franchise agreements that were executed for which offices are not yet operating. Additionally, as of December 31, 2023, there were an insignificant number of franchise agreements pending termination.

In order to assist franchisees in converting to one of the Company’s brands or as an incentive to renew their franchise agreement, the Company may at its discretion, provide incentives, primarily in the form of conversion notes or other note-backed funding. Provided the franchisee meets certain minimum annual revenue thresholds during the term of the notes and is in compliance with the terms of the franchise agreement, the amount of the note is forgiven annually in equal ratable amounts generally over the life of the franchise agreement. If the revenue performance thresholds are not met or the franchise agreement terminates, franchisees may be required to repay a portion of the outstanding notes. The amount of such franchisee conversion notes or other note-backed funding was $174 million and $182 million at December 31, 2023 and 2022, respectively. These notes are principally classified within other non-current assets in the Company’s Consolidated Balance Sheets. The Company recorded a contra-revenue in the statement of operations related to the forgiveness and impairment of these notes and other sales incentives of $34 million, $45 million and $32 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Employee Benefit Plans (Notes)

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Employee Benefit Plans

EMPLOYEE BENEFIT PLANS

DEFINED BENEFIT PENSION PLAN

The Company’s defined benefit pension plan was closed to new entrants as of July 1, 1997 and existing participants do not accrue any additional benefits. The net periodic pension cost for 2023 was $3 million and was comprised of interest cost of approximately $5 million and the amortization of the actuarial net loss of $3 million, offset by a benefit of $5 million for the expected return on assets. The net periodic pension benefit for 2022 was $1 million and was comprised of interest cost of approximately $4 million and the amortization of the actuarial net loss of $2 million, offset by a benefit of $7 million for the expected return on assets.

At December 31, 2023 and 2022, the accumulated benefit obligation of this plan was $100 million and $107 million, respectively, and the fair value of the plan assets were $86 million and $90 million, respectively, resulting in an unfunded accumulated benefit obligation of $14 million and $17 million, respectively, which is recorded in Other current and non-current liabilities in the Consolidated Balance Sheets.

Estimated future benefit payments from the plan as of December 31, 2023 are as follows:


Year	Amount
2024	$	9
2025	9
2026	9
2027	9
2028	8
2029 through 2033	39

The minimum funding required during 2024 is estimated to be $3 million.

The following table presents the fair values of plan assets by category as of December 31, 2023:


Asset Category	Quoted Price in Active Market for Identical Assets (Level I)		Significant Other Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)		Total
Cash and cash equivalents	$	3	$	—	$	—	$	3
Equity securities	—		—		—		—
Fixed income securities	—		35		—		35
Total	$	3	$	35	$	—	$	38
Plan assets measured at Net Asset Value ("NAV") (1)							48
Total plan assets							$	86

_______________

(1)The fair values of these plan assets were determined using the NAV as a practical expedient and therefore have not been classified in the fair value hierarchy.

The following table presents the fair values of plan assets by category as of December 31, 2022:


Asset Category	Quoted Price in Active Market for Identical Assets (Level I)		Significant Other Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)		Total
Cash and cash equivalents	$	1	$	—	$	—	$	1
Equity securities	—		50		—		50
Fixed income securities	—		39		—		39
Total plan assets	$	1	$	89	$	—	$	90

OTHER EMPLOYEE BENEFIT PLANS

The Company also maintains post-retirement health and welfare plans for certain subsidiaries and a non-qualified pension plan for certain individuals. The related projected benefit obligation for these plans accrued on the Company’s Consolidated Balance Sheets (primarily within other non-current liabilities) was $3 million at both December 31, 2023 and 2022.

DEFINED CONTRIBUTION SAVINGS PLAN

The Company sponsors a defined contribution savings plan that provides certain of its eligible employees an opportunity to accumulate funds for retirement and has a Company match for a portion of the contributions made by participating employees. The Company’s cost for contributions to this plan was $21 million, $22 million and $20 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Income Taxes (Notes)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

INCOME TAXES

The components of pretax (loss) income for domestic and foreign operations consisted of the following:


	Year Ended December 31,
	2023		2022		2021
Domestic	$	(119)	$	(368)	$	486
Foreign	6		17		(3)
Pretax (loss) income	$	(113)	$	(351)	$	483

The components of income tax (benefit) expense consisted of the following:


	Year Ended December 31,
	2023		2022		2021
Current:
Federal	$	9	$	24	$	29
State	5		—		30
Foreign	4		4		2
Total current	18		28		61
Deferred:
Federal	(31)		(78)		70
State	(2)		(18)		2
Foreign	—		—		—
Total deferred	(33)		(96)		72
Income tax (benefit) expense	$	(15)	$	(68)	$	133

A reconciliation of the Company’s effective income tax rate at the U.S. federal statutory rate of 21% to the actual expense was as follows:


	Year Ended December 31,
	2023		2022		2021
Federal statutory rate	21	%	21	%	21	%
State and local income taxes, net of federal tax benefits	1		3		6

Non-deductible equity compensation	(1)		—		1
Non-deductible executive compensation	(4)		(1)		1
Goodwill impairment	(5)		(8)		—

Uncertain tax positions	—		(1)		—
Tax credits (a)	6		7		—
Net change in valuation allowance	(5)		—		—
Other permanent differences	—		(2)		(1)
Effective tax rate	13	%	19	%	28	%

_______________

(a)This item in 2022 includes a benefit related to the completion of a research tax credit study for tax years 2016 through 2022.

Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the deferred income tax assets and liabilities are as follows:


	December 31,
	2023		2022
Deferred income tax assets:
Net operating loss carryforwards	$	36	$	39
Tax credit carryforwards	28		27
Accrued liabilities and deferred income	117		86
Interest expense limitation carryforward	5		41
Operating leases	120		133
Minimum pension obligations	13		14
Provision for doubtful accounts	10		9
Liability for unrecognized tax benefits	2		1
Other	—		1
Total deferred tax assets	331		351
Less: valuation allowance	(25)		(20)
Total deferred income tax assets after valuation allowance	306		331
Deferred income tax liabilities:
Depreciation and amortization	384		433
Operating leases	99		111
Prepaid expenses	9		9
Basis difference in investment in joint ventures	21		17

Total deferred tax liabilities	513		570
Net deferred income tax liabilities	$	(207)	$	(239)

As of December 31, 2023, the Company’s deferred tax asset for net operating loss carryforwards is primarily related to certain state net operating loss carryforwards which expire between 2025 and 2034. The Company’s deferred tax asset for tax credits carryforwards is primarily related to foreign tax credits which expire between 2023 and 2033. The Company's interest expense limitation carryforward never expires.

Accounting for Uncertainty in Income Taxes

The Company utilizes the FASB guidance for accounting for uncertainty in income taxes, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company reflects changes in its liability for unrecognized tax benefits as income tax expense in the Consolidated Statements of Operations. As of December 31, 2023, the Company’s gross liability for unrecognized tax benefits was $20 million, of which $18 million would affect the Company’s effective tax rate, if recognized. The Company does not expect that its unrecognized tax benefits will significantly change over the next twelve months.

The Company files U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. Tax returns for the 2006 through 2023 tax years remain subject to examination by federal and certain state tax authorities. In significant foreign jurisdictions, tax returns for the 2017 through 2023 tax years generally remain subject to examination by their respective tax authorities. The Company believes that it is reasonably possible that the total amount of its unrecognized tax benefits could decrease by $1 million in certain taxing jurisdictions where the statute of limitations is set to expire within the next twelve months.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in interest expense and operating expenses, respectively. The Company recognized an increase of interest expense of $1 million for the year ended December 31, 2023, an increase of interest expense of $1 million for the year ended December 31, 2022 and no change of interest expense for the year ended December 31, 2021.

The rollforward of unrecognized tax benefits are summarized in the table below:


Unrecognized tax benefits—January 1, 2021	$	19
Settlements	(1)
Reduction due to lapse of statute of limitations	(1)
Unrecognized tax benefits—December 31, 2021	17
Gross increases - tax positions in prior periods	3
Gross decreases - tax positions in prior periods	(1)
Gross increases - tax positions in current period	1


Unrecognized tax benefits—December 31, 2022	20

Gross decreases - tax positions in prior periods	(1)
Gross increases - tax positions in current period	1


Unrecognized tax benefits—December 31, 2023	$	20

The Company is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording related assets and liabilities. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities whereby the outcome of the audits is uncertain. The Company believes there is appropriate support for positions taken on its tax returns. The liabilities that have been recorded represent the best estimates of the probable loss on certain positions and are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. However, the outcomes of tax audits are inherently uncertain.

Tax Sharing Agreement

Under the Tax Sharing Agreement with Cendant, Wyndham Worldwide and Travelport, the Company is generally responsible for 62.5% of payments made to settle claims with respect to tax periods ending on or prior to December 31, 2006 that relate to income taxes imposed on Cendant and certain of its subsidiaries, the operations (or former operations) of which were determined by Cendant not to relate specifically to the respective businesses of Anywhere, Wyndham Worldwide, Avis Budget or Travelport. With respect to any remaining residual legacy Cendant tax liabilities, the Company and its former parent believe there is appropriate support for the positions taken on Cendant’s tax returns. However, tax audits and any related litigation, including disputes or litigation on the allocation of tax liabilities between parties under the Tax Sharing Agreement, could result in outcomes for the Company that are different from those reflected in the Company’s historical financial statements.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Restructuring and Related Activities [Abstract]

Stock-Based Compensation (Notes)	12 Months Ended
Stock-Based Compensation (Notes)	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	STOCK-BASED COMPENSATION The Company grants stock-based compensation awards to certain senior management members, employees and directors including non-qualified stock options, restricted stock units ("RSUs") and performance share units ("PSUs"). The Company's stockholders approved the Second Amended and Restated 2018 Long-Term Incentive Plan (the "2018 Plan") at the 2023 Annual Meeting of Stockholders held on May 3, 2023. Under the 2018 Plan, a total of 14 million shares were authorized for issuance and as of December 31, 2023, there are approximately 5.1 million shares available for future grants. The form of equity award agreements includes a retirement provision for equity grants which provide for continued vesting of awards once an employee has attained the age of 65 years, or 55 years of age or older plus at least ten years of tenure with the Company, provided they have been employed or provided services to the Company for one year following the date of grant or start of the performance period. Historically, equity awards granted annually generally included a mix of RSUs, PSUs and options. However, in 2020 the Company shifted away from granting options, limited equity awards to a small group of executives and granted other key employees cash-based awards, including cash-based RSUs. RSUs granted vest over three years, with 33.33% vesting on each anniversary of the grant date. The fair value of RSUs is equal to the closing sale price of the Company's common stock on the date of grant. During 2023, the Company granted restricted stock unit awards related to 1.8 million shares with a weighted average grant date fair value of $5.81 which includes shares granted to certain executives in February 2023 and directors in May 2023. There were 2.8 million shares underlying share-settled RSUs outstanding at December 31, 2023 with a weighted average grant date fair value of $9.36. PSUs are incentives that reward grantees based upon the Company's financial performance over a three-year performance period which begins January 1st of the grant year and ends on December 31st of the third year following the grant year. These awards are measured according to two metrics: one is based upon the total stockholder return of Anywhere's common stock relative to the total stockholder return of the S&P MidCap 400 index ("RTSR"), and the other is based upon the achievement of cumulative free cash flow goals ("CFCF"). The payout under each PSU award is variable and based upon the extent to which the performance goals are achieved over the performance period (with a range of payout from 0% to 175% of target for the RTSR award and 0% to 200% of target for the achievement of cumulative free cash flow award) and will be distributed during the first quarter after the end of the performance period. The fair value of PSU awards without a market condition is equal to the closing sale price of the Company's common stock on the date of grant and the fair value of the RTSR awards is estimated on the date of grant using the Monte Carlo Simulation method. In February 2023, the Company granted performance stock unit awards related to 1.5 million shares with a weighted average grant date fair value of $4.76 to certain executives. There were 2.8 million shares outstanding at December 31, 2023 with a weighted average grant date fair value of $9.24. Stock options have a maximum term of ten years and vest over four years, with 25% vesting on each anniversary date of the grant date. The options have an exercise price equal to the closing sale price of the Company's common stock on the date of grant. The fair value of the options is estimated on the date of grant using the Black-Scholes option-pricing model. There were 1.7 million options outstanding at December 31, 2023 with a weighted average exercise price of $23.23, of which all 1.7 million are exercisable with an intrinsic value of zero and a weighted average remaining contractual life of 3.5 years. The Company has not granted options since 2019 and forfeiture and exercise activity was immaterial for the year ended December 31, 2023. Stock-Based Compensation Expense As of December 31, 2023, based on current performance achievement expectations, there was $15 million of unrecognized compensation cost related to incentive equity awards under the plans which would be recorded in future periods as compensation expense over a remaining weighted average period of approximately 1.7 years. The Company recorded stock-based compensation expense related to the incentive equity awards of $12 million, $22 million and $29 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Restructuring Costs (Notes)

12 Months Ended

Dec. 31, 2023

Restructuring Costs

RESTRUCTURING COSTS

Restructuring charges for the years ended December 31, 2023, 2022 and 2021 were $49 million, $32 million and $17 million, respectively. The components of the restructuring charges for the years ended December 31, 2023, 2022 and 2021 were as follows:


	Years Ended December 31,
	2023		2022		2021
Personnel-related costs (1)	$	21	$	16	$	6
Facility-related costs (2)	28		16		11
Total restructuring charges (3)	$	49	$	32	$	17

_______________

(1)Personnel-related costs consist of severance costs provided to employees who have been terminated.

(2)Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs.

(3)Restructuring charges for the year ended December 31, 2023 include $43 million of expense related to the Operational Efficiencies Plan and $6 million of expense related to prior restructuring plans. Restructuring charges for the year ended December 31, 2022 include $20 million of expense related to the Operational Efficiencies Plan and $12 million of expense related to prior restructuring plans. Restructuring charges for the year ended December 31, 2021 related to prior restructuring plans.

Operational Efficiencies Plan

Beginning in the third quarter of 2022, the Company commenced a strategic plan ("the Plan") to optimize operational efficiency, reduce its office footprint costs, centralize certain aspects of its operational support structure and drive changes in how it serves its affiliated independent sales agents as well as consumers from a marketing and technology perspective. Furthermore, in January 2023, the Company executed a meaningful workforce reduction driven by worsening trends in the housing market beginning in 2022. The Company anticipates incurring additional costs in 2024, primarily associated with facility closures that are part of the continued execution of the Plan. These actions build on the multiple other cost reduction and spending reprioritization initiatives such as simplified and more integrated and digitized offerings, systems and support. Delivering the Company’s business model more digitally is an increasing part of improving the consumer experience and the Company's ongoing cost focus. The Company expects to continue to prioritize investments in efforts to support its independent sales agents, franchisees and consumers which includes investments in technology and innovative products, lead generation and franchisee support.

The following is a reconciliation of the beginning and ending reserve balances related to the Plan:


	Personnel-related costs		Facility-related costs		Total
Balance at December 31, 2022	$	10	$	2	$	12
Restructuring charges (1)	21		22		43
Costs paid or otherwise settled	(21)		(20)		(41)
Balance at December 31, 2023	$	10	$	4	14

_______________

(1)In addition, the Company incurred $11 million of facility-related costs for lease asset impairments in connection with the Plan during the year ended December 31, 2023.

The following table shows the total costs currently expected to be incurred by type of cost related to the Plan:


	Total amount expected to be incurred		Amount incurred to date		Total amount remaining to be incurred
Personnel-related costs	$	38	$	35	$	3
Facility-related costs	51		28		23
Total	$	89	$	63	$	26

The following table shows the total costs currently expected to be incurred by reportable segment related to the Plan:


	Total amount expected to be incurred		Amount incurred to date		Total amount remaining to be incurred
Franchise Group	$	13	$	13	$	—
Owned Brokerage Group	64		39		25
Title Group	5		4		1
Corporate and Other	7		7		—
Total	$	89	$	63	$	26

Prior Restructuring Plans

During 2019, the Company took various strategic initiatives to reduce costs and institute operational and facility related efficiencies to drive profitability. During 2020, as a result of the COVID-19 pandemic, the Company transitioned substantially all of its employees to a remote-work environment which allowed the Company to reevaluate its office space needs. As a result, additional facility and operational efficiencies were identified and implemented which included the transformation of its corporate headquarters in Madison, New Jersey to an open-plan innovation hub. At December 31, 2022, the remaining liability related to these initiatives was $12 million. During the year ended December 31, 2023, the Company incurred $6 million of costs and paid or settled $9 million of costs resulting in a remaining accrual of $9 million at December 31, 2023. The remaining accrual of $9 million and total amount remaining to be incurred of $20 million primarily relate to the transformation of the Company's corporate headquarters.

Commitments And Contingencies (Notes)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies [Text Block]

COMMITMENTS AND CONTINGENCIES

Litigation

The Company is involved in claims, legal proceedings, alternative dispute resolution and governmental inquiries or regulatory actions related to alleged business practices, intellectual property matters, commercial, employment, regulatory and tax matters and contract disputes, including the matters described below.

The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters when it is both probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. Where the reasonable estimate of the probable loss is a range, the Company records as an accrual in its financial statements the most likely estimate of the loss, or the low end of the range if there is no one best estimate. For other litigation for which a loss is reasonably possible, the Company is unable to estimate a range of reasonably possible losses.

Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable developments and resolutions could occur and even cases brought by us can involve counterclaims asserted against us. Even in matters in which we are not a named party, regulatory investigations and other litigation can have significant implications for the Company, particularly in litigation involving trade associations or MLSs, as changes to their rules and practices can directly impact us. In addition, litigation and other legal matters, including class action lawsuits, multi-party litigation and regulatory proceedings challenging practices that have broad impact, can be costly to defend and, depending on the class size and claims, could be costly to settle. Insurance coverage may be unavailable for certain types of claims (including antitrust and Telephone Consumer Protection Act ("TCPA") litigation) and even where available, insurance carriers may dispute coverage for various reasons, including the cost of defense, there is a deductible for each such case, and such insurance may not be sufficient to cover the losses the Company incurs.

From time to time, even if the Company believes it has substantial defenses, it may consider litigation settlements based on a variety of circumstances.

Due to the foregoing factors as well as the factors set forth below, the Company could incur charges or judgments or enter into settlements of claims, based upon future events or developments, with liabilities that are materially in excess of amounts accrued and these judgments or settlements could have a material adverse effect on the Company’s financial condition, results of operations or cash flows in any particular period. As such, an increase in accruals for one or more of these matters in any reporting period may have a material adverse effect on the Company's results of operations and cash flows for that period.

The below captioned matters address certain current litigation involving the Company. The captioned matters described herein involve evolving, complex litigation and the Company assesses its accruals on an ongoing basis taking into account the procedural stage and developments in the litigation.

The Company disputes the allegations against it in each of these matters, believes it has substantial defenses against plaintiffs' claims and is vigorously defending these actions (though the courts have stayed its defense in the Burnett and Moehrl cases as part of the recent settlement of those cases described below).

All of these matters are presented as currently captioned, but as noted elsewhere in this Annual Report, Realogy Holdings Corp. has been renamed Anywhere Real Estate Inc.

Antitrust Litigation

The cases included under this header, Antitrust Litigation, are class actions that challenge residential real estate industry rules and practices for payment of buyer-broker commissions and certain alleged associated practices. The issues raised by these cases are pending in multiple jurisdictions, are at various stages of litigation, claim to cover lengthy periods, involve different assertions with respect to liability and damages, include federal and certain state law claims, involve numerous and differing parties, and—given that antitrust laws generally provide for joint and several liability and treble damages—could result in a broad range of outcomes, making it difficult to predict possible damages or how legal, factual and damages issues will be resolved.

Although the Company has settled certain of these cases (but such cases remain ongoing for non-settling defendants), because these cases are in various stages and will involve injunctive relief yet to be determined by the relevant courts (including against the industry trade association), we may be impacted by broader changes to industry practices and rules.

Since late October 2023, approximately twenty lawsuits have been filed against various real estate brokerages, NAR, MLSs, and/or state and local Realtor Associations, about half of which name Anywhere, its subsidiaries or franchisees; in those cases, plaintiffs have generally either agreed to dismiss or stay the actions against Anywhere, its subsidiaries or franchisees. On December 27, 2023, a motion to designate these various seller antitrust lawsuits as multidistrict litigation and consolidate them for administration purposes before a single court was filed by the plaintiffs' counsel in the Moerhl litigation, and the Nosalek litigation has been stayed pending the outcome of that motion. Oral argument has been set for March 28, 2024 and a ruling is expected in May 2024. The Company believes that additional antitrust litigation may be possible beyond what has already been filed.

Burnett, Hendrickson, Breit, Trupiano, and Keel v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates LLC, HSF Affiliates, LLC, RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Western District of Missouri). This is a now-certified class action complaint, which was filed on April 29, 2019 and amended on June 21, 2019, June 30, 2021 and May 6, 2022 and tried with a jury verdict on October 31, 2023 (formerly captioned as Sitzer).

The plaintiffs allege that the defendants engaged in a continuing contract, combination, or conspiracy to unreasonably restrain trade and commerce in violation of Section 1 of the Sherman Act because defendant NAR allegedly established mandatory anticompetitive policies and rules for the multiple listing services and its members that require an offer of buyer-broker compensation when listing a property. The plaintiffs' experts argue that "but for" the challenged NAR policies and rules, these offers of buyer-broker compensation would not be made and plaintiffs seek the recovery of full commissions paid to buyers’ brokers as to both brokerage and franchised operations in the relevant geographic area.

The plaintiffs further allege that commission sharing, which provides for the broker representing the seller sharing or paying a portion of its commission to the broker representing the buyer, is anticompetitive and violates the Sherman Act, and that the brokerage/franchisor defendants conspired with NAR by requiring their respective brokerages/franchisees to comply with NAR’s policies, rules, and Code of Ethics, and engaged in other allegedly anticompetitive conduct including, but not limited to, steering and agent education that allegedly promotes the practice of paying buyer-broker compensation and discourages commission negotiation. Plaintiffs’ experts dispute defendants’ contention that the practice of offering and paying buyer-broker compensation is based on natural and legitimate economic incentives and benefits that exist irrespective of the challenged NAR policies and rules and plaintiffs also contend that international practices are comparable benchmarks.

The antitrust claims in the Burnett litigation are limited both in allegations and relief sought to home sellers who from April 29, 2015, to the present used a listing broker affiliated with one of the brokerage/franchisor defendants in four multiple listing services ("MLSs") that primarily serve the State of Missouri, purportedly in violation of federal and Missouri antitrust laws. The plaintiffs also seek injunctive relief enjoining the defendants from requiring home sellers to pay buyer-broker commissions or from otherwise restricting competition among brokers, an award of damages and/or restitution for the class period, attorneys' fees and costs of suit. Plaintiffs allege joint and several liability and seek treble damages.

In addition, the plaintiffs had included a cause of action for alleged violations of the Missouri Merchandising Practices Act, or MMPA, on behalf of Missouri residents only, with a class period that commences April 29, 2014, but in October 2023, the court granted plaintiffs' motion to dismiss that cause of action and the Missouri antitrust claims.

In September 2019, the Department of Justice ("DOJ") filed a statement of interest and appearances for this matter and, in July 2020 and July 2021, requested the Company provide it with all materials produced in this matter.

The Court granted class certification on April 22, 2022 and as certified, includes, according to plaintiffs, over 250,000 transactions for which the plaintiffs are seeking a full refund of the buyer-broker commissions. The Company and the plaintiffs engaged in several mediation sessions, the most recent of which was held at the end of August 2023 and resulted in a settlement of the litigation as against Anywhere (with one other corporate defendant entering into a separate settlement in September 2023).

On September 5, 2023, the Company notified the court that it had entered into nationwide settlement with the Burnett and Moehrl plaintiffs and obtained a stay of all proceedings as to the Company while the parties finalized a long form written settlement agreement ("Anywhere Settlement"). On October 5, 2023, Plaintiffs filed the motion for preliminary

approval of both the Anywhere Settlement and the settlement with another corporate defendant. The court granted preliminary approval of the Anywhere Settlement on November 21, 2023. Notice to the class was issued on February 1, 2024. On February 1, 2024, a third corporate dependent entered into a settlement agreement, which was preliminarily approved by the court on the same day. A hearing for final approval of all three settlements is scheduled for May 9, 2024.

Under the terms of the proposed nationwide Anywhere Settlement, which remains subject to final court approval, Anywhere has agreed to provide monetary relief of $83.5 million as well as injunctive relief. The proposed settlement resolves, on a nationwide basis, all claims asserted or could have been asserted against Anywhere in the Burnett and Moehrl cases. Specifically, the Anywhere Settlement releases the Company, all subsidiaries, brands, affiliated agents, and franchisees from all claims that were or could have been asserted by all persons who sold a home that was listed on a multiple listing service anywhere in the United States where a commission was paid to any brokerage in connection with the sale of the home in the relevant class period. The proposed settlement is not an admission of liability, nor does it concede or validate any of the claims asserted against Anywhere.

Under the terms of the proposed settlement, Anywhere has agreed to deposit into the settlement fund (i) $10 million within 14 business days after preliminary court approval is granted (which was paid in December 2023) ; (ii) $20 million within 14 business days after the court approval of fees and costs, which is typically granted with final approval; and (iii) the remaining balance within 21 business days after final court approval and all appellate rights are exhausted.

The proposed Anywhere Settlement includes injunctive relief for a period of five years following final court approval, requiring practice changes in the Company owned brokerage operations and that the Company recommend and encourage these same practice changes to its independently owned and operated franchise network. The injunctive relief, includes but is not limited to, reminding Company owned brokerages, franchisees and their respective agents that Anywhere has no rule requiring offers of compensation to buyer brokers; prohibiting Company-owned brokerages (and recommending to franchisees) and agents from using technology (or manually) to sort listings by offers of compensation, unless requested by the client; eliminating any minimum client commission for Company-owned brokerages; and refraining from adopting any requirement that Company-owned brokerages, franchisees or their respective agents belong to NAR or follow NAR’s Code of Ethics or MLS handbook.

On November 1, 2023, following a several week trial, judgment was entered against the non-settling defendants and awarded damages to the plaintiffs from the non-settling defendants in the amount of $1.785 billion, before trebling. While the jury found that all named defendants violated Section 1 of the Sherman Act, the judgment does not alter the Anywhere Settlement or the settlement of the other corporate defendant. The court has yet to determine injunctive relief in this action.

Moehrl, Cole, Darnell, Ramey, Umpa and Ruh v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Northern District of Illinois). The complaint, which was filed on March 6, 2019, contains allegations and requests relief substantially similar to the Burnett litigation. The Moehrl plaintiffs seek both damages and injunctive relief. In contrast to the Burnett plaintiffs, the Moehrl plaintiffs acknowledge that there are economic reasons why a seller would offer buyer compensation (and accordingly, do not seek recovery of all commissions paid to buyers’ brokers), although plaintiffs allege that buyer brokers are overpaid due to the mandatory nature of the applicable NAR policies and rules.

On March 29, 2023, the Court certified two classes in this litigation—a damages class and an injunctive class. The damages class covers sellers of residential real estate (with certain exceptions) who paid a commission to a brokerage affiliated with a corporate defendant beginning from March 6, 2015 through December 31, 2020 in 20 MLSs in various parts of the country that do not overlap with the Burnett MLSs and that include approximately five of the country's ten largest MLSs. The injunctive class covers current and future sellers of residential real estate (with certain exceptions) who are presently listing or will in the future list their home for sale in one of the 20 MLSs. The Moehrl damages class covers an estimated 3.5 million transactions, substantially larger than the class certified in Burnett (which, as further described above, includes over 250,000 transactions), though as noted above, in contrast to the Burnett plaintiffs, the Moehrl plaintiffs do not seek to recover all commissions paid to buyers' brokers.

On April 12, 2023, the Company and the other defendants filed a petition with the United States Court of Appeals for the Seventh Circuit (the "Seventh Circuit") to pursue an interlocutory appeal of the decision on class certification; which the Seventh Circuit denied on May 24, 2023. Merit expert discovery in the case is ongoing.

As described above under the Burnett matter, the Company has entered into a settlement of the Moehrl litigation and on September 12, 2023, the court stayed all proceedings against the Company. If final approval of the Anywhere Settlement is granted by the Burnett court, that will resolve the Moehrl matter with respect to the Company.

Batton, Bolton, Brace, Kim, James, Mullis, Bisbicos and Parsons v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Northern District of Illinois Eastern Division). In this putative nationwide class action filed on January 25, 2021 (formerly captioned as Leeder), the plaintiffs take issue with certain NAR policies, including those related to buyer-broker compensation at issue in the Moehrl and Burnett matters, as well as those at issue in the 2020 settlement between the DOJ and NAR, but claim the alleged conspiracy has harmed buyers (instead of sellers). The plaintiffs allege that the defendants made agreements and engaged in a conspiracy in restraint of trade in violation of the Sherman Act and were unjustly enriched, and seek a permanent injunction enjoining NAR from establishing in the future the same or similar rules, policies, or practices as those challenged in the action as well as an award of damages and/or restitution, interest, and reasonable attorneys’ fees and expenses.

On July 6, 2022, plaintiffs filed an amended complaint substituting in eight new named plaintiffs and containing allegations substantially similar to the original complaint but also adding certain claims under state antitrust statutes and consumer protection statutes. Motions to dismiss remain pending and discovery has not commenced.

The Company disputes the allegations against it in this case, believes it has substantial defenses to plaintiffs’ claims, and is vigorously defending this litigation.

Nosalek, Hirschorn and Hirschorn v. MLS Property Information Network, Inc., Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the District of Massachusetts). This is a putative class action filed on December 17, 2020 (formerly captioned as Bauman), wherein the plaintiffs take issue with policies and rules similar to those at issue in the Moehrl and Burnett matters, but rather than objecting to the national policies and rules published by NAR, this lawsuit specifically objects to the alleged policies and rules of a multiple listing service (MLS Property Information Network, Inc.) that is owned by realtors, including in part by one of the Company's company-owned brokerages. The plaintiffs allege that the defendants made agreements and engaged in a conspiracy in restraint of trade in violation of the Sherman Act and seek a permanent injunction, enjoining the defendants from continuing conduct determined to be unlawful, as well as an award of damages and/or restitution, interest, and reasonable attorneys’ fees and expenses. On December 10, 2021, the Court denied the motion to dismiss filed in March 2021 by the Company (together with the other defendants named in the complaint) and in January 2022, the plaintiffs filed a second amended complaint which, among other things, redefined the covered area as limited to home sales in Massachusetts (removing New Hampshire and Rhode Island). The lawsuit seeks to represent a class of sellers who paid a broker commission in connection with the sale of a property listed in the MLS Property Information Network, Inc. On January 23, 2023, MLS Property Information Network, Inc., HomeServices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, RE/MAX LLC, and Keller Williams Realty, Inc. filed their answer to the second amended complaint. The Anywhere defendants filed their answer to the second amended complaint on February 21, 2023. Discovery in the case has commenced.

On September 5, 2023, following its initial motion seeking preliminary approval of a settlement that had been filed on June 30, 2023 and a court hearing held on August 9, 2023, the MLS Property Information Network, Inc. filed a motion for preliminary approval of an amended settlement covering sellers who paid, and/or on whose behalf sellers' brokers paid, buyer-broker commissions during the settlement class period in connection with the sale of residential real estate listed on the centralized listing database of MLS Property Information Network, Inc. The corporate defendants, including Anywhere, are not a party to the motion or settlement. The settlement, if finally approved by the Court, requires MLS Property Information Network, Inc to eliminate the requirement that a seller must offer compensation to a buyer-broker and to change various other rules to give sellers various notices and rules relating to negotiation of buyer-broker compensation. In addition to the foregoing injunctive relief, MLS Property Information Network, Inc. has agreed to pay $3 million into a settlement fund. On September 7, 2023, the court granted preliminary approval of the settlement and set a hearing date of January 4, 2024 for final approval, which the court subsequently moved to March 7, 2024, in response to a statement of interest and motion to extend filed by the DOJ so that it could evaluate the proposed settlement and its competitive effects. On February 14, 2024, the court stayed the case pending the outcome of a motion which was filed on December 27, 2023 by the plaintiffs' counsel in the Moerhl litigation to designate the various seller antitrust lawsuits that have been filed since the judgment was entered in the Burnett litigation as multidistrict litigation and consolidate them for administration purposes before a single court.

Given that no class has yet been certified in the Nosalek litigation, it is expected that the purported class members of the Nosalek litigation will be included in the nationwide class certified by the court for settlement purposes under the Anywhere Settlement, and final approval of the Anywhere Settlement would accordingly resolve the Nosalek litigation as to the Company. Relatedly, on October 27, 2023, the Nosalek court granted the joint motion filed by the plaintiffs and Anywhere to stay the Nosalek litigation against the Company for 30 days (subject to extension as necessary).

Telephone Consumer Protection Act Litigation

Bumpus, et al. v. Realogy Holdings Corp., et al. (U.S. District Court for the Northern District of California, San Francisco Division). In this class action filed on June 11, 2019, against Anywhere Real Estate Inc. (f/k/a Realogy Holdings Corp.), Anywhere Intermediate Holdings LLC (f/k/a Realogy Intermediate Holdings LLC), Anywhere Real Estate Group LLC (f/k/a Realogy Group LLC ), Anywhere Real Estate Services Group LLC (f/k/a Realogy Services Group LLC), and Anywhere Advisors LLC (f/k/a Realogy Brokerage Group LLC and NRT LLC), and Mojo Dialing Solutions, LLC, plaintiffs allege that independent sales agents affiliated with Anywhere Advisors LLC violated the Telephone Consumer Protection Act of 1991 (TCPA) using dialers provided by Mojo and others. Plaintiffs seek relief on behalf of a National Do Not Call Registry class, an Internal Do Not Call class, and an Artificial or Prerecorded Message class.

In March 2022, the Court granted plaintiffs’ motion for class certification for the foregoing classes as to the Anywhere defendants but not as to co-defendant Mojo and dismissed Mojo from the case. Plaintiffs and the Anywhere defendants’ cross-motions for summary judgment were denied without prejudice on May 11, 2022. The Company's petition for permission to appeal the class certification filed with the 9th Circuit Court of Appeals was denied and the plaintiffs’ class notice plan was approved on May 26, 2022.

Plaintiffs had claimed that approximately 1.2 million Do Not Call calls and approximately 265,000 Pre-Recorded Messages qualified for inclusion in the classes, but on March 29, 2023, filed a motion to narrow the classes to approximately 321,000 Do Not Call calls and approximately 165,000 Pre-Recorded Messages. On April 12, 2023, the Company opposed Plaintiffs' motion to modify the classes and sought to decertify them. The Court vacated the January 29, 2024 jury trial date (which had previously been rescheduled several times) and a status hearing is currently set for May 23, 2024. Plaintiffs' motion to narrow the classes, the Company’s opposition seeking to decertify the classes, as well as other pre-trial motions, are pending.

The Company disputes the allegations against it in this case, believes it has substantial defenses to both plaintiffs’ liability claims and damage assertions, and is vigorously defending this action.

Other

Examples of other legal matters involving the Company may include but are not limited to:

•antitrust and anti-competition claims;

•TCPA claims;

•claims alleging violations of RESPA, state consumer fraud statutes, federal consumer protection statutes or other state real estate law violations;

•employment law claims, including claims that independent residential real estate sales agents engaged by our company owned brokerages or by affiliated franchisees—under certain state or federal laws—are potentially employees instead of independent contractors, and they or regulators therefore may bring claims against our Owned Brokerage Group for breach of contract, wage and hour classification claims, wrongful discharge, unemployment and workers' compensation and could seek benefits, back wages, overtime, indemnification, penalties related to classification practices and expense reimbursement available to employees or make similar claims against Franchise Group as an alleged joint employer of an affiliated franchisee’s independent sales agents;

•other employment law matters, including other types of worker classification claims as well as wage and hour claims and retaliation claims;

•claims regarding non-competition, non-solicitation and restrictive covenants together with claims of tortious interference and other improper recruiting conduct;

•information security claims, including claims under new and emerging data privacy laws related to the protection of customer, employee or third-party information;

•cyber-crime claims, including claims related to the diversion of homesale transaction closing funds;

•vicarious or joint liability claims based upon the conduct of individuals or entities traditionally outside of our control, including franchisees and independent sales agents, under joint employer claims or other theories of actual or apparent agency;

•claims by current or former franchisees that franchise agreements were breached, including improper terminations;

•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;

•claims related to intellectual property or copyright law, including infringement actions alleging improper use of copyrighted photographs on websites or in marketing materials without consent of the copyright holder or claims challenging our trademarks;

•claims concerning breach of obligations to make websites and other services accessible for consumers with disabilities;

•claims against the title agent contending that the agent knew or should have known that a transaction was fraudulent or that the agent was negligent in addressing title defects or conducting the settlement;

•claims related to disclosure or securities law violations as well as derivative suits; and

•fraud, defalcation or misconduct claims.

Other ordinary course legal proceedings that may arise from time to time include those related to commercial arrangements, indemnification (under contract or common law), franchising arrangements, the fiduciary duties of brokers, standard brokerage disputes like the failure to disclose accurate square footage or hidden defects in the property such as mold, claims under the False Claims Act (or similar state laws), consumer lending and debt collection law claims, state auction law, and violations of similar laws in countries where we operate around the world with respect to any of the foregoing. In addition, with the increasing requirements resulting from government laws and regulations concerning data breach notifications and data privacy and protection obligations, claims associated with these laws may become more common. While most litigation involves claims against the Company, from time to time the Company commences litigation, including litigation against former employees, franchisees and competitors when it alleges that such persons or entities have breached agreements or engaged in other wrongful conduct.

* * *

Cendant Corporate Liabilities and Guarantees to Cendant and Affiliates

Anywhere 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 (Anywhere Group, formerly referred to as 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, Anywhere Group, Wyndham Worldwide and Travelport (the "Separation and Distribution Agreement"), each of Anywhere 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, Anywhere 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 $38 million and $20 million at December 31, 2023 and 2022, respectively. The due to former parent balance was comprised of the Company’s portion of the following: (i) Cendant’s remaining contingent tax liabilities, (ii) potential liabilities related to Cendant’s terminated or divested businesses, and (iii) potential liabilities related to the residual portion of accruals for Cendant operations.

In December 2022, a hearing was held with the California Office of Tax Appeals ("OTA") on a Cendant legacy tax matter involving Avis Budget Group that related to a 1999 transaction. The case presented two issues: (i) whether the notices of proposed assessment issued by the California Franchise Tax Board were barred by the statute of limitations; and (ii) whether a transaction undertaken by Avis Budget Group in tax year 1999 constituted a tax-free reorganization under the Internal Revenue Code. In March 2023, the OTA decided in favor of the California Franchise Tax Board on both issues. As a result, the Company increased its accrual for this legacy tax matter in the first quarter of 2023 and as of December 31, 2023 the accrual is $38 million. The OTA’s opinion is not final, and the Company has filed a petition for rehearing and continues to vigorously pursue this matter. If the rehearing is denied, the tax assessment will become payable, even if judicial relief is sought.

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 $250,000. These escrow and trust deposits totaled approximately $564 million at December 31, 2023 and while these deposits are not assets of the Company (and, therefore, are excluded from the accompanying Consolidated Balance Sheets), the Company remains contingently liable for the disposition of these deposits.

Purchase Commitments and Minimum Licensing Fees

In the normal course of business, the Company makes various commitments to purchase goods or services from specific suppliers, including those related to capital expenditures. The purchase commitments made by the Company as of December 31, 2023 are approximately $76 million.

The Company is required to pay a minimum licensing fee to Sotheby’s which began in 2009 and continues through 2054. The annual minimum licensing fee is approximately $2 million per year. The Company is also required to pay a minimum licensing fee to Meredith Operations Corporation from 2009 through 2058 for the licensing of the Better Homes and Gardens® Real Estate brand. The annual minimum fee was approximately $4 million in 2023 and will generally remain the same thereafter.

Future minimum payments for these purchase commitments and minimum licensing fees as of December 31, 2023 are as follows:


Year	Amount
2024	$	55
2025	25
2026	11
2027	10
2028	7
Thereafter	185
Total	$	293

Standard Guarantees/Indemnifications

In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing: (i) purchases, sales or outsourcing of assets or businesses, (ii) leases and sales of real estate, (iii) licensing of trademarks, (iv) use of derivatives, and (v) issuances of debt securities. The guarantees or indemnifications issued are for the benefit of the: (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) franchisees in licensing agreements, (iv) financial institutions in derivative contracts, and (v) underwriters in issuances of securities. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments that the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future

payments to be made under these guarantees as the triggering events are not subject to predictability. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made.

Other Guarantees/Indemnifications

In the normal course of business, the Company coordinates numerous events for its franchisees and thus reserves a number of venues with certain minimum guarantees, such as room rentals at hotels local to the conference center. However, such room rentals are paid by each individual franchisee. If the franchisees do not meet the minimum guarantees, the Company is obligated to fulfill the minimum guaranteed fees. The maximum potential amount of future payments that the Company would be required to make under such guarantees is approximately $5 million. The Company would only be required to pay this maximum amount if none of the franchisees attended the planned events at the reserved venues. Historically, the Company has not been required to make material payments under these guarantees.

Insurance and Self-Insurance

The Consolidated Balance Sheets include liabilities relating to: (i) self-insured risks for errors and omissions and other legal matters incurred in the ordinary course of business within Owned Brokerage Group and (ii) premium and claim reserves for the Company’s title underwriting business. The Company may also be subject to legal claims arising from the handling of escrow transactions and closings. Owned Brokerage Group carries errors and omissions insurance for errors made during the real estate settlement process of $15 million in the aggregate, subject to a deductible of $1.5 million per occurrence. In addition, the Company carries an additional errors and omissions insurance policy for Anywhere Real Estate Inc. and its subsidiaries for errors made for real estate related services up to $45 million in the aggregate, subject to a deductible of $2.5 million per occurrence. This policy also provides excess coverage to Owned Brokerage Group creating an aggregate limit of $60 million, subject to Owned Brokerage Group's deductible of $1.5 million per occurrence.

The Company, through its appropriately licensed subsidiaries within Title Group, acts as a title agent in real estate transactions and helps to provide coverage for real property to mortgage lenders and buyers of real property. When a subsidiary within Title Group is acting as a title agent issuing a policy on behalf of an underwriter, assuming no negligence on the part of the title agent, such subsidiary is not liable for losses under those policies but rather the title insurer is typically liable for such losses.

Fraud, defalcation and misconduct by employees are also risks inherent in the business. The Company is the custodian of cash deposited by customers with specific instructions as to its disbursement from escrow, trust and account servicing files. The Company maintains fidelity insurance covering the loss or theft of funds of up to $30 million per occurrence, subject to a deductible of $1 million per occurrence.

The Company also maintains self-insurance arrangements relating to health and welfare, workers’ compensation, auto and general liability in addition to other benefits provided to the Company’s employees. The accruals for these self-insurance arrangements totaled approximately $12 million and $13 million for December 31, 2023 and 2022, respectively.

Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

EQUITY

Changes in Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive losses are as follows:


	Currency Translation Adjustments (1)		Minimum Pension Liability Adjustment			Accumulated Other Comprehensive Loss (2)
Balance at January 1, 2021	$	(8)	$	(51)		$	(59)
Other comprehensive (loss) income before reclassifications	(1)		10			9
Amounts reclassified from accumulated other comprehensive loss	—		3		(3)	3
Income tax expense	—		(3)			(3)
Current period change	(1)		10			9
Balance at December 31, 2021	(9)		(41)			(50)


	Currency Translation Adjustments (1)		Minimum Pension Liability Adjustment			Accumulated Other Comprehensive Loss (2)
Other comprehensive income before reclassifications	—		1			1
Amounts reclassified from accumulated other comprehensive loss	—		2		(3)	2
Income tax expense	—		(1)			(1)
Current period change	—		2			2
Balance at December 31, 2022	(9)		(39)			(48)
Other comprehensive income before reclassifications	—		2			2
Amounts reclassified from accumulated other comprehensive loss	—		3		(3)	3
Income tax expense	—		(1)			(1)
Current period change	—		4			4
Balance at December 31, 2023	$	(9)	$	(35)		$	(44)

_______________

(1)Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the balance sheet dates and equity accounts are translated at historical spot rates. Revenues and expenses are translated at average exchange rates during the periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in the Consolidated Statements of Operations.

(2)As of December 31, 2023, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests.

(3)These amounts represent the amortization of actuarial gain (loss) to periodic pension cost and were reclassified from accumulated other comprehensive loss to the general and administrative expenses line on the Consolidated Statement of Operations.

Anywhere Group Statements of Equity for the years ended December 31, 2023, 2022 and 2021

Total equity for Anywhere Group equals that of Anywhere, but the components, common stock and additional paid-in capital are different. The table below presents information regarding the balances and changes in common stock and additional paid-in capital of Anywhere Group for each of the three years ended December 31, 2023, 2022 and 2021.


	Anywhere Group Stockholder’s Equity
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non- controlling Interests		Total Equity
	Shares	Amount
Balance at January 1, 2021	—	$	—	$	4,877	$	(3,055)	$	(59)	$	4	$	1,767
Net income	—	—		—		343		—		7		350
Other comprehensive income	—	—		—		—		9		—		9
Contributions from Anywhere	—	—		51		—		—		—		51
Stock-based compensation	—	—		20		—		—		—		20
Dividends	—	—		—		—		—		(5)		(5)
Balance at December 31, 2021	—	$	—	$	4,948	$	(2,712)	$	(50)	$	6	$	2,192
Cumulative effect adjustment due to the adoption of ASU 2020-06	—	—		(53)		5		—		—		(48)
Net (loss) income	—	—		—		(287)		—		4		(283)
Other comprehensive income	—	—		—		—		2		—		2
Repurchase of common stock	—	—		(97)		—		—		—		(97)
Contributions from Anywhere	—	—		2		—		—		—		2
Stock-based compensation	—	—		6		—		—		—		6
Dividends	—	—		—		—		—		(8)		(8)
Contributions from non-controlling interests	—	—		—		—		—		1		1
Balance at December 31, 2022	—	$	—	$	4,806	$	(2,994)	$	(48)	$	3	$	1,767


	Anywhere Group Stockholder’s Equity
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non- controlling Interests		Total Equity
	Shares	Amount
Net loss	—	—		—		(97)		—		(1)		(98)
Other comprehensive income	—	—		—		—		4		—		4


Stock-based compensation	—	—		8		—		—		—		8
Dividends	—	—		—		—		—		(1)		(1)
Contributions from non-controlling interests	—	—		—		—		—		1		1
Balance at December 31, 2023	—	$	—	$	4,814	$	(3,091)	$	(44)	$	2	$	1,681

The entire disclosure for equity.

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Earnings Per Share [Text Block]

Earnings (Loss) Per Share (Notes)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

Earnings (loss) per share attributable to Anywhere

Basic earnings (loss) per common share is computed based on net income (loss) attributable to Anywhere stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed consistently with the basic computation plus the effect of dilutive potential common shares outstanding during the period. Dilutive potential common shares include shares that the Company could be obligated to issue from its Exchangeable Senior Notes and warrants if dilutive (see Note 9, "Short and Long-Term Debt", for further discussion) and outstanding stock-based compensation awards (see Note 13, "Stock-Based Compensation", for further discussion). For purposes of computing diluted earnings (loss) per common share, weighted average common shares do not include potentially dilutive common shares if their effect is anti-dilutive. As such, the shares that the Company could be obligated to issue from its stock options, warrants and Exchangeable Senior Notes are excluded from the earnings (loss) per share calculation if the exercise or exchangeable price exceeds the average market price of common shares.

The Company uses the treasury stock method to calculate the dilutive effect of outstanding stock-based compensation. If dilutive, the Company uses the if converted method to calculate the dilutive effect of its Exchangeable Senior Notes. These notes will have a dilutive impact when the average market price of the Company’s common stock exceeds the initial exchange price of $24.49 per share. The Exchangeable Senior Notes were not dilutive as of December 31, 2023 as the closing price of the Company's common stock as of December 31, 2023 was less than the initial exchange price.

The following table sets forth the computation of basic and diluted (loss) earnings per share:


	Year Ended December 31,
(in millions, except per share data)	2023		2022		2021
Numerator:
Net (loss) income attributable to Anywhere shareholders	$	(97)	$	(287)	$	343
Denominator:
Weighted average common shares outstanding (denominator for basic (loss) earnings per share calculation)	110.3		113.8		116.4
Dilutive effect of stock-based compensation awards (a)	—		—		3.8
Dilutive effect of Exchangeable Senior Notes and warrants (b)	—		—		—
Weighted average common shares outstanding (denominator for diluted (loss) earnings per share calculation)	110.3		113.8		120.2
(Loss) earnings per share attributable to Anywhere shareholders:
Basic (loss) earnings per share	$	(0.88)	$	(2.52)	$	2.95
Diluted (loss) earnings per share	$	(0.88)	$	(2.52)	$	2.85

_______________

(a)The Company was in a net loss position for the years ended December 31, 2023 and 2022, and therefore the impact of incentive equity awards was excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. The year ended December 31, 2021 excluded 3.7 million shares of common stock issuable for incentive equity awards, which

included performance share units based on the achievement of target amounts, that were anti-dilutive to the diluted earnings per share computation.

(b)Shares to be provided to the Company from the exchangeable note hedge transactions purchased concurrently with its issuance of Exchangeable Senior Notes are anti-dilutive and therefore they are not treated as a reduction to its diluted shares.

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 $300 million of the Company's common stock in February 2022. From the date of authorization through December 31, 2023, the Company repurchased and retired 8.8 million shares of common stock for $97 million. The Company has not repurchased any shares under the share repurchase programs since 2022. As of December 31, 2023, $203 million remained available for repurchase under the share repurchase program. The purchase of shares under this plan reduces the weighted-average number of shares outstanding in the basic earnings per share calculation. The Company is subject to limitations on share repurchases, which include compliance with the terms of our debt agreements.

Risk Management and Fair Value of Financial Instruments (Notes)

12 Months Ended

Dec. 31, 2023

Risk Management and Fair Value of Financial Instruments [Abstract]

Risk Management and Fair Value of Financial Instruments

RISK MANAGEMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS

RISK MANAGEMENT

The following is a description of the Company’s risk management policies.

Interest Rate Risk

The Company is exposed to market risk from changes in interest rates primarily through senior secured debt. At December 31, 2023, the Company's primary interest rate exposure was to interest rate fluctuations, specifically SOFR, due to its impact on our borrowings under the Revolving Credit Facility and Term Loan A Facility. In connection with the May 2023 Amendment to the Term Loan Agreement, LIBOR was replaced with a Term SOFR plus a 10 basis point credit spread adjustment as the applicable benchmark for the Term Loan A Facility (the applicable margin for the Term Loan A Facility remained the same).

As of December 31, 2023, the Company had variable interest rate long-term debt from outstanding amounts under the Term Loan A Facility of $206 million and Revolving Credit Facility of $285 million, both of which were based on Term SOFR, excluding $115 million of securitization obligations.

Credit Risk and Exposure

The Company is exposed to counterparty credit risk in the event of nonperformance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties and by requiring collateral in instances in which financing is provided. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties.

As of December 31, 2023, there were no significant concentrations of credit risk with any individual counterparty or a group of counterparties. The Company actively monitors the credit risk associated with the Company’s receivables.

Market Risk Exposure

Owned Brokerage Group operates real estate brokerage offices located in and around large metropolitan areas in the U.S. Owned Brokerage Group has more offices and realizes more of its revenues in California, Florida and the New York metropolitan area than any other regions of the country. For the year ended December 31, 2023, Owned Brokerage Group generated approximately 22% of its revenues from California, 21% from the New York metropolitan area and 14% from Florida. For the year ended December 31, 2022, Owned Brokerage Group generated approximately 23% of its revenues from California, 21% from the New York metropolitan area and 13% from Florida. For the year ended December 31, 2021, Owned Brokerage Group generated approximately 25% of its revenues from California, 21% from the New York metropolitan area and 13% from Florida.

Derivative Instruments

The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The Company's remaining interest rate swaps expired in 2022 and, as of December 31, 2023, the Company had no interest rate swaps. The swaps helped to protect the Company's outstanding variable rate borrowings from future interest rate volatility. The Company had not elected to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value was recorded in the Consolidated Statements of Operations. The gain recognized for interest rate swap contracts was $40 million and $14 million for the years ended December 31, 2022 and 2021, respectively, which was recorded in "Interest expense, net" line in the accompanying Consolidated Statements of Operations.

Fair Value Measurements

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value.


Level Input:						Input Definitions:
Level I						Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

Level II						Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date.

Level III						Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach.

The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred.

The following table summarizes fair value measurements by level at December 31, 2023 for assets and liabilities measured at fair value on a recurring basis:


	Level I		Level II		Level III		Total
Deferred compensation plan assets (included in other non-current assets)	$	1	$	—	$	—	$	1
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities)	—		—		4		4

The following table summarizes fair value measurements by level at December 31, 2022 for assets and liabilities measured at fair value on a recurring basis:


	Level I		Level II		Level III		Total
Deferred compensation plan assets (included in other non-current assets)	$	1	$	—	$	—	$	1
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities)	—		—		12		12

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, 2022	$	12
Additions: contingent consideration related to acquisitions completed during the period	—
Reductions: payments of contingent consideration	(4)
Changes in fair value (reflected in general and administrative expenses)	(4)
Fair value of contingent consideration at December 31, 2023	$	4

The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at:


	December 31, 2023				December 31, 2022
Debt	Principal Amount		Estimated Fair Value (a)		Principal Amount		Estimated Fair Value (a)
Revolving Credit Facility	$	285	$	285	$	350	$	350
Term Loan A Facility	206		205		222		216
7.00% Senior Secured Second Lien Notes	640		590		—		—
5.75% Senior Notes	576		448		900		680
5.25% Senior Notes	457		336		1,000		729
0.25% Exchangeable Senior Notes	403		314		403		280

_______________

(a)The fair value of the Company's indebtedness is categorized as Level II.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Segment Information (Notes)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

The reportable segments presented represent those for which the Company maintains separate financial information regularly employed by its chief operating decision maker for performance assessment and resource allocation. The classification of reportable segments also considers the distinctive nature of services offered by each segment.

Management's evaluation of individual reportable segment performance centers on two key metrics: revenue and Operating EBITDA. Operating EBITDA is defined as net income (loss) adjusted for depreciation and amortization, interest expense, net (excluding relocation services interest for securitization assets and securitization obligations), income taxes, and certain non-core items. Non-core items include restructuring charges, former parent legacy items, gains or losses on the early extinguishment of debt, impairments, and gains or losses on discontinued operations or the sale of businesses, investments, or other assets.

The Company’s presentation of Operating EBITDA may not align with similar measures employed by other entities. Variations may arise due to differences in the inclusion or exclusion of specific items and the interpretation of non-core elements within the calculation. This disclosure provides insight into the Company's approach to segment reporting and the metrics pivotal to its strategic decision-making processes.


	Revenues (a)
	Year Ended December 31,
	2023		2022		2021
Franchise Group	$	983	$	1,145	$	1,249
Owned Brokerage Group	4,628		5,606		6,189
Title Group	340		530		952
Corporate and Other (b)	(315)		(373)		(407)
Total Company	$	5,636	$	6,908	$	7,983

_______________

(a)Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $315 million, $373 million and $407 million for the years ended December 31, 2023, 2022 and 2021, respectively. Such amounts are eliminated through the Corporate and Other line.

(b)Includes the elimination of transactions between segments.

Set forth in the table below is Operating EBITDA presented by reportable segment and a reconciliation to Net (loss) income attributable to Anywhere and Anywhere Group for the years ended December 31, 2023, 2022 and 2021:


	Operating EBITDA
	Year Ended December 31,
	2023		2022		2021
Franchise Group	$	527	$	670	$	751
Owned Brokerage Group	(144)		(86)		109
Title Group	(17)		9		200
Corporate and Other (a)(d)	(166)		(144)		(158)
Total Company	200		449		902
Less: Depreciation and amortization	196		214		204
Interest expense, net	151		113		190
Income tax (benefit) expense	(15)		(68)		133
Restructuring costs, net (b)	49		32		17
Impairments (c)	65		483		4
Former parent legacy cost, net (d)	18		1		1
(Gain) loss on the early extinguishment of debt (d)	(169)		96		21
Loss (gain) on the sale of businesses, investments or other assets, net (e)	2		(135)		(11)
Net (loss) income attributable to Anywhere and Anywhere Group	$	(97)	$	(287)	$	343

______________

(a)Includes the elimination of transactions between segments.

(b)The year ended December 31, 2023 includes restructuring charges of $11 million at Franchise Group, $25 million at Owned Brokerage Group, $4 million at Title Group and $9 million at Corporate and Other.

The year ended December 31, 2022 includes restructuring charges of $1 million at Franchise Group, $19 million at Owned Brokerage Group and $12 million at Corporate and Other.

The year ended December 31, 2021 includes restructuring charges of $5 million at Franchise Group, $7 million at Owned Brokerage Group and $5 million at Corporate and Other.

(c)Non-cash impairments for the year ended December 31, 2023 include $25 million at Franchise Group to reduce goodwill related to Cartus, $25 million related to franchise trademarks and $15 million related to leases and other assets.

Non-cash impairments for the year ended December 31, 2022 include $280 million and $114 million related to goodwill at Owned Brokerage Group and Franchise Group, respectively, $76 million related to franchise trademarks and $13 million related to leases and other assets including an investment.

Non-cash impairments for the year ended December 31, 2021 primarily related to leases and other assets.

(d)Former parent legacy items and (Gain) loss on the early extinguishment of debt are recorded in Corporate and Other. Former parent legacy cost in 2023 relates to developments in a legacy tax matter in the first quarter of 2023. Gain on the early extinguishment of debt in 2023 relates to the debt exchange transactions and open market repurchases that occurred during the third quarter of 2023. Loss on the early extinguishment of debt in 2022 primarily relates to the refinancing transactions that occurred during the first quarter of 2022.

(e)Loss (gain) on the sale of businesses, investments or other assets, net in 2022 is recorded in Title Group and is related to the sale of the Title Underwriter and subsequent sales of a portion of the Company's ownership in the Title Insurance Underwriter Joint Venture.

Depreciation and Amortization


	Year Ended December 31,
	2023		2022		2021
Franchise Group	$	114	$	119	$	112
Owned Brokerage Group	52		63		56
Title Group	12		11		11
Corporate and Other	18		21		25
Total Company	$	196	$	214	$	204

Segment Assets


	As of December 31,
	2023		2022
Franchise Group	$	4,430	$	4,730
Owned Brokerage Group	630		741
Title Group	531		562
Corporate and Other	248		350
Total Company	$	5,839	$	6,383

Capital Expenditures


	Year Ended December 31,
	2023		2022		2021
Franchise Group	$	28	$	42	$	29
Owned Brokerage Group	24		40		43
Title Group	7		11		13
Corporate and Other	13		16		16
Total Company	$	72	$	109	$	101

The geographic segment information provided below is classified based on the geographic location of the Company’s subsidiaries.


	United States		All Other Countries		Total
On or for the year ended December 31, 2023
Net revenues	$	5,562	$	74	$	5,636
Total assets	5,784		55		5,839
Net property and equipment	279		1		280
On or for the year ended December 31, 2022
Net revenues	$	6,829	$	79	$	6,908
Total assets	6,309		74		6,383
Net property and equipment	316		1		317
On or for the year ended December 31, 2021
Net revenues	$	7,919	$	64	$	7,983
Total assets	7,157		53		7,210
Net property and equipment	309		1		310

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Pay vs Performance Disclosure - USD ($) $ in Millions	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ (97)	$ (287)	$ 343

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Revenue Recognition, Policy

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Use of Estimates, Policy	USE OF ESTIMATES In presenting the consolidated financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates.
Consolidation, Policy	CONSOLIDATION The Company consolidates any variable interest entity ("VIE") for which it is the primary beneficiary with a controlling financial interest. Also, the Company consolidates an entity not deemed a VIE if its ownership, direct or indirect, exceeds 50% of the outstanding voting shares of an entity and/or it has the ability to control the financial or operating policies through its voting rights, board representation or other similar rights. For entities where the Company does not have a controlling financial or operating interest, the investments in such entities are accounted for using the equity method or at fair value with changes in fair value recognized in net income, as appropriate. See Note 4, "Equity Method Investments" for discussion.
Cash and Cash Equivalents, Policy	CASH AND CASH EQUIVALENTS The Company considers highly liquid investments with remaining maturities not exceeding three months at the date of purchase to be cash equivalents.
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy	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 $13 million and $4 million at December 31, 2023 and 2022, respectively.
Receivables, Policy	ALLOWANCE FOR DOUBTFUL ACCOUNTS The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance begins in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses.
Deferred Charges, Policy	DEBT ISSUANCE COSTS Debt issuance costs include costs incurred in connection with obtaining debt and extending existing debt. These financing costs are presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount, with the exception of the debt issuance costs related to the Revolving Credit Facility and securitization obligations which are classified as a deferred financing asset within other assets. The debt issuance costs are amortized via the effective interest method and the amortization period is the life of the related debt.
Derivatives, Policy	DERIVATIVE INSTRUMENTS The Company recorded derivatives and hedging activities on the balance sheet at their respective fair values. The Company historically used interest rate swaps to manage its exposure to future interest rate volatility associated with its variable rate borrowings, however the Company had no outstanding interest rate swaps at December 31, 2023. See Note 18, "Risk Management and Fair Value of Financial Instruments", for further discussion of interest rate swaps held in prior years.
Property, Plant and Equipment, Policy	PROPERTY AND EQUIPMENT Property and equipment (including leasehold improvements) are initially recorded at cost, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization on the Consolidated Statements of Operations, is computed utilizing the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed utilizing the straight-line method over the estimated benefit period of the related assets or the lease term, if shorter. Useful lives are 30 years for buildings, up to 20 years for leasehold improvements, and from 3 to 7 years for furniture, fixtures and equipment. The Company capitalizes the costs of software developed for internal use which commences during the development phase of the project. The Company amortizes software developed or obtained for internal use on a straight-line basis, generally from 1 to 5 years, when such software is ready for use. The net carrying value of software developed or obtained for internal use was $134 million and $140 million at December 31, 2023 and 2022, respectively.
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy	IMPAIRMENT OF GOODWILL, INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS Goodwill represents the excess of acquisition costs over the fair value of the net tangible assets and identifiable intangible assets acquired in a business combination. Other indefinite-lived intangible assets primarily consist of trademarks acquired in business combinations. Goodwill and other indefinite-lived assets are not amortized but are subject to impairment testing. The aggregate carrying values of our goodwill and other indefinite-lived intangible assets were $2,499 million and $614 million, respectively, at December 31, 2023 and are subject to an impairment assessment annually as of October 1, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. In testing goodwill, the fair value of each reporting unit is estimated using the income approach, a discounted cash flow method. For the other indefinite lived intangible assets, fair value is estimated using the relief from royalty method. Management utilizes long-term cash flow forecasts and the Company's annual operating plans adjusted for terminal value assumptions. The fair value of the Company's reporting units and other indefinite lived intangible assets is determined utilizing the best estimate of future revenues, operating expenses including commission expense, market and general economic conditions, trends in the industry, as well as assumptions that management believes marketplace participants would utilize including discount rates, cost of capital, trademark royalty rates, and long-term growth rates. The trademark royalty rate was determined by reviewing similar trademark agreements with third parties. The impairment assessment is performed at the reporting unit level and compares the carrying value of each reporting unit and the carrying value of each other indefinite lived intangible asset to their respective fair values and, when appropriate the carrying value is reduced to fair value and an impairment charge for the excess is recorded on the "Impairments" line in the accompanying Consolidated Statements of Operations. Beginning in the fourth quarter of 2023, the Company reorganized its internal reporting structure within the Franchise Group Segment. There were no changes to the Company's reportable segments, which continue to be identified and presented as Owned Brokerage Group, Franchise Group, and Title Group, as separate financial information is maintained and regularly employed by the Company's chief operating decision maker for each of these reportable segments as it relates to performance assessment and resource allocation. However, the reorganization changed the composition of the existing reporting units within the Franchise Group reportable segment which included the franchise services reporting unit and the Cartus/Leads reporting unit. Subsequent to the reorganization, the lead generation business is included within the franchise services reporting unit resulting in the Owned Brokerage Group, franchise services, Title Group and Cartus reporting units. As a result of this reorganization, the Company reassigned assets and liabilities to the applicable reporting units and allocated goodwill using the relative fair value approach. The Company performed its annual impairment assessment (or transition assessment) on the affected reporting units on both a pre- and post-reorganization basis. As part of the pre-reorganization impairment assessment, the Company utilized the discounted cash flow method under the income approach to estimate the fair values as of October 1, 2023 for the pre-reorganization reporting units. This assessment did not result in an impairment. The Company then performed its impairment assessment as of October 1, 2023 for the post-reorganization reporting units again using the discounted cash flow method under the income approach to estimate the fair value of its reporting units. This assessment resulted in a goodwill impairment of $25 million at the Cartus reporting unit. In addition, as part of the Company's annual impairment assessment, it was identified that franchise trademarks were impaired by $25 million. The annual impairment assessment indicated that impairment charges were not necessary for the Company's other reporting units or other indefinite-lived intangibles. In assessing the potential impact of reducing the estimated fair value by 10% for each of the passing reporting units and other indefinite-lived intangible assets, management concluded that, excluding the Company's trademarks, no impairment of goodwill or indefinite-lived intangibles would have been recognized for 2023. The fair value of trademarks is determined using the relief from royalty method which exhibits sensitivity to variations in projected revenues. For the remaining tradenames that were not impaired, which include Title Group and Cartus, the fair value exceeded the carrying value by approximately 3%. During the fourth quarter of 2022, the Company performed its annual impairment assessment of goodwill and other indefinite-lived intangible assets. The decline in transaction volume during 2022 largely due to rapidly rising mortgage rates, high inflation, reduced affordability, and broader macroeconomic concerns resulted in lower homesale transaction volume for the brokerage and franchise business and lower referral volume for the lead generation business. These market conditions as well as an increase in the weighted average cost of capital resulted in the recognition of an impairment of goodwill at the Owned Brokerage Group reporting unit of $280 million, an impairment of goodwill at the Franchise Group segment of $114 million related to the Cartus/Leads Group reporting unit and an impairment of franchise trademarks of $76 million. The results of the Company's annual impairment assessment indicated no other impairment charges were required for the other reporting units or other indefinite-lived intangibles. Management evaluated the effect of lowering the estimated fair value for each of the passing reporting units and indefinite-lived intangible assets by 10% and determined that no impairment of goodwill or indefinite-lived intangibles would have been recognized under this evaluation for 2022 with the exception of the title trademark. The fair value of trademarks is determined using the relief from royalty method which is sensitive to fluctuations in projected revenues. During the year ended December 31, 2021, there was no impairment of goodwill or other indefinite-lived intangible assets. Management evaluated the effect of lowering the estimated fair value for each of the reporting units by 10% and determined that no impairment of goodwill would have been recognized under this evaluation for 2021. The impairment charges are recorded on a separate line in the accompanying Consolidated Statements of Operations and are non-cash in nature. The Company evaluates the recoverability of its other long-lived assets, including amortizable intangible assets, if circumstances indicate an impairment may have occurred. This assessment is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. If such assessment indicates that the carrying value of these assets is not recoverable, then the carrying value of such assets is reduced to fair value through a charge to the Company’s Consolidated Statements of Operations.
Advertising Costs, Policy	ADVERTISING EXPENSES Advertising costs are generally expensed in the period incurred. Advertising expenses, recorded within the "Marketing" expense line item on the Company’s Consolidated Statements of Operations, were approximately $140 million, $175 million and $192 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Income Tax, Policy	INCOME TAXES The Company’s provision for income taxes is determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based upon the differences between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. These differences are based upon estimated differences between the book and tax basis of the assets and liabilities for the Company. Certain tax assets and liabilities of the Company may be adjusted in connection with the finalization of income tax audits. The Company’s deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax balances will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the Company’s provision for income taxes and increases to the valuation allowance result in additional provision for income taxes.
Share-based Compensation, Option and Incentive Plans Policy	STOCK-BASED COMPENSATION The Company grants stock-based awards to certain senior management members, employees and directors including restricted stock units and performance share units. The fair value of restricted stock units and performance share units without a market condition is measured based on the closing price of the Company's common stock on the grant date and is recognized as expense over the service period of the award, or when requisite performance metrics or milestones are probable of being achieved. The fair value of awards with a market condition are estimated using the Monte Carlo simulation method and expense is recognized on a straight-line basis over the requisite service period of the award. The Company recognizes forfeitures as they occur.
New Accounting Pronouncements, Policy	RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company systematically reviews and evaluates the relevance and implications of all Accounting Standards Updates. While recently issued standards not expressly listed below were scrutinized, they were deemed either inapplicable or anticipated to have minimal impact on the Company's consolidated financial position or results of operations. The FASB issued a new standard on Improvements to Reportable Segment Disclosures. This standard does not alter the methodology employed by the Company in identifying its operating segments, aggregating those operating segments or applying the quantitative thresholds to determine its reportable segments. Instead, the new standard adds required disclosures concerning significant segment expenses that are regularly provided to or easily computed from information regularly provided to by the chief operating decision maker ("CODM") and included within the Company's reported measure of segment profit of loss, as well as certain other disclosures. The new standard also allows disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance by the CODM. Furthermore, certain annual disclosures will be required on an interim basis. The new standard is effective for all calendar year end companies in 2024, and interim periods in 2025, with early adoption permitted. The new guidance should be adopted retrospectively unless impracticable. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures. The FASB issued a new standard addressing Improvements to Income Tax Disclosures. This standard includes enhanced income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid for annual periods. The new standard is effective for all calendar year end companies in 2025, and interim periods in 2026, with early adoption permitted. The new guidance should be adopted on a prospective basis with retrospective application permitted. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures.

Revenue Recognition (Policies)

12 Months Ended

Dec. 31, 2023

Revenue Recognition [Abstract]

Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue accounting standard. The Company's revenue is disaggregated by major revenue categories on our Consolidated Statements of Operations and further disaggregated by business segment as follows:


	Years Ended December 31, 2023 vs December 31, 2022
	Franchise Group				Owned Brokerage Group				Title Group				Corporate and Other				Total Company
	2023		2022		2023		2022		2023		2022		2023		2022		2023		2022
Gross commission income (a)	$	—	$	—	$	4,570	$	5,538	$	—	$	—	$	—	$	—	$	4,570	$	5,538
Service revenue (b)	223		260		21		22		325		511		—		—		569		793
Franchise fees (c)	652		775		—		—		—		—		(301)		(358)		351		417
Other (d)	108		110		37		46		15		19		(14)		(15)		146		160
Net revenues	$	983	$	1,145	$	4,628	$	5,606	$	340	$	530	$	(315)	$	(373)	$	5,636	$	6,908


	Years Ended December 31, 2022 vs December 31, 2021
	Franchise Group				Owned Brokerage Group				Title Group				Corporate and Other				Total Company
	2022		2021		2022		2021		2022		2021		2022		2021		2022		2021
Gross commission income (a)	$	—	$	—	$	5,538	$	6,118	$	—	$	—	$	—	$	—	$	5,538	$	6,118
Service revenue (b)	260		227		22		29		511		924		—		—		793		1,180
Franchise fees (c)	775		914		—		—		—		—		(358)		(393)		417		521
Other (d)	110		108		46		42		19		28		(15)		(14)		160		164
Net revenues	$	1,145	$	1,249	$	5,606	$	6,189	$	530	$	952	$	(373)	$	(407)	$	6,908	$	7,983

_______________

(a)Gross commission income at Owned Brokerage Group is recognized at a point in time at the closing of a homesale transaction.

(b)Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service.

(c)Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction).

(d)Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments.

The Company's revenue streams are discussed further below by business segment:

Franchise Group

Domestic Franchisees

In the U.S., the Company employs a direct franchising model whereby it 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 of the franchisee’s gross commission income. Royalty fees are recorded as the underlying franchisee revenue is earned (upon close of the homesale transaction). Annual volume incentives given to certain franchisees on royalty fees are recorded as a reduction to revenue and are accrued for in relative proportion to the recognition of the underlying gross franchise revenue. Other sales incentives are generally recorded as a reduction to revenue ratably over the related performance period or from the date of issuance through the remaining life of the related franchise agreement. Franchise revenue also includes domestic initial franchise fees which are generally non-refundable and recognized by the Company as revenue upon the execution or opening of a new franchisee office to cover the upfront costs associated with opening the franchisee for business under one of Anywhere’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 decreased from $26 million at January 1, 2023 to $19 million at December 31, 2023 primarily due to amounts recognized into revenue matching expenses for marketing activities, offset by additional fees received from franchisees during the year ended December 31, 2023.

International Franchisees

The Company utilizes a direct franchising model outside of the U.S. for Sotheby's International Realty® and Corcoran® and, in some cases, Better Homes and Gardens® Real Estate. For all other brands, the Company generally employs a master franchise model outside of the U.S., whereby it contracts with a qualified third party to build a franchise network in the country or region in which franchising rights have been granted. Under both the direct and master franchise models outside of the U.S., the Company enters into long-term franchise agreements (generally 25 years in duration) and receives an initial area development fee ("ADF") and ongoing royalties. Ongoing royalties are generally a percentage of the royalties received by the master franchisor from its franchisees with which it contracts and are recorded once the funds are received by the master franchisor. Under the direct franchise model, a royalty fee is paid to the Company on transactions conducted by its franchisees in the applicable country or region. The ADFs that the Company collects are recorded as deferred revenue when received and are classified as current or non-current liabilities in the Consolidated Balance Sheets based on the expected timing of revenue recognition. ADFs are recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Anywhere’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. The balance for deferred ADFs decreased from $40 million at January 1, 2023 to $39 million at December 31, 2023 due to $4 million of revenues recognized during the year ended December 31, 2023 that were included in the deferred revenue balance at the beginning of the period, partially offset by $3 million of ADFs received during the year ended December 31, 2023.

In addition, the Company recognizes a deferred asset for commissions paid to Anywhere franchise sales employees upon the sale of a new franchise as these are considered costs of obtaining a contract with a customer that are expected to provide benefits to the Company for longer than one year. The Company classifies prepaid commissions as current or non-current assets in the Consolidated Balance Sheets based on the expected timing of expense recognition. The amount of commissions is calculated as a percentage of the anticipated gross commission income of the new franchisee or ADF and is amortized over 30 years for domestic franchise agreements or the agreement term for international franchise agreements (generally 25 years). The amount of prepaid commissions was $29 million and $28 million at December 31, 2023 and 2022, respectively.

Franchise Other

Through Cartus, the Company offers a broad range of employee relocation services to clients designed to manage all aspects of transferring their employees ("transferees") and provides value through the generation of leads to real estate agent and brokerage participants. These services include, but are not limited to, homesale assistance, relocation policy counseling and group move management services, expense processing and relocation-related accounting, and visa and immigration support. The Company also arranges household goods moving services and provides support for all aspects of moving a transferee's household goods. There are a number of different revenue streams associated with relocation services including fees earned from real estate brokers and household goods moving companies that provide services to the transferee which are recognized at a point in time at the completion of services. The Company earns revenues from outsourcing management fees charged to clients that may cover several of the relocation services listed above, according to the clients' specific needs. Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type. The balance for deferred outsourcing management fees decreased from $4 million at January 1, 2023 to $3 million at December 31, 2023 due to $43 million of revenues recognized during the year as performance obligations were satisfied, offset by a $42 million increase primarily related to additions for management fees billed on new relocation files in advance of the Company satisfying its performance obligation.

Through the Leads Group, the Company provides high-quality leads to independent sales agents, through real estate benefit programs that provide home-buying and selling assistance to customers of lenders, organizations such as credit unions and interest groups that have established members who are buying or selling a home as well as to consumers and corporations who have expressed interest in a certain brand, product or service (such as relocation services), including those offered by Anywhere. The Leads Group also directs the Company's broker-to-broker business, which generates leads by

brokers affiliated with one of its network brokerages, including the Anywhere Leads Network. The networks consist of real estate brokers, including company owned brokerage operations, as well as franchisees and independent real estate brokers who have been approved to become members of one or more networks. Member brokers of the networks receive leads from the Company's real estate benefit programs (including via Cartus) and each other in exchange for a fee paid to the Leads Group. Network fees are billed in advance and recognized into revenue on a straight-line basis each month during the membership period. The balance for deferred network fees increased from zero at January 1, 2023 to $2 million at December 31, 2023 due to a $6 million increase related to new network fees, offset by $4 million of revenues recognized during the year that were included in the deferred revenue balance at the beginning of the period.

Owned Brokerage Group

As an owner-operator of real estate brokerages, the Company assists home buyers and sellers in listing, marketing, selling and finding homes. Real estate commissions earned by the Company’s real estate brokerage business are recorded as revenue at a point in time which is upon the closing of a real estate transaction (i.e., purchase or sale of a home). These revenues are referred to as gross commission income. The commissions the Company pays to real estate agents are recognized concurrently with associated revenues and presented as the "Commission and other agent-related costs" line item on the accompanying Consolidated Statements of Operations.

The Company has relationships with developers in select major cities (in particular, New York City) to provide marketing and brokerage services in new developments. New development closings generally have a development period of between 18 and 24 months from contracted date to closing. In some cases, the Company receives advanced commissions which are recorded as deferred revenue when received and recognized as revenue when units within the new development close. The balance of advanced commissions related to developments increased from $11 million at January 1, 2023 to $12 million at December 31, 2023 due to a $6 million increase related to additional commissions received for new developments, offset by a $5 million decrease as a result of revenues recognized on units closed.

Title Group

The Company provides title, escrow and settlement services to consumers, real estate companies, corporations and financial institutions with many of these services provided in connection with the Company's real estate brokerage and relocation services businesses. These services relate to the closing of home purchases and refinancing of home loans and therefore, 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.

Deferred Revenue

The following table shows the total change in the Company's contract liabilities related to revenue contracts by reportable segment (as discussed in detail above) for the year ended December 31, 2023:


	Year Ended December 31, 2023
	Beginning Balance at January 1, 2023		Additions during the period		Recognized as Revenue during the period		Ending Balance at December 31, 2023
Franchise Group (a)	$	80	$	154	$	(165)	$	69
Owned Brokerage Group	14		9		(8)		15
Total	$	94	$	163	$	(173)	$	84

_______________

(a)Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group.

The majority of the Company's contracts are transactional in nature or have a duration of one-year or less. Accordingly, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

Investments, Equity Method and Joint Ventures (Policies)	12 Months Ended
	Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]
Equity Method Investments, Policy	The Company applies the equity method of accounting for investments in ventures when it possesses significant influence over operational and financial decisions but lacks controlling interests. The Company records its proportionate share of net earnings or losses from these equity method investments under the "Equity in (earnings) losses of unconsolidated entities" line in the Consolidated Statements of Operations. Investments not subject to the equity method are valued at fair market value with adjustments recognized in net income. If the fair value is not readily determinable, these investments are measured at cost minus impairment (if any), plus or minus changes reflecting observable price changes in orderly transactions for an identical or similar investment.

Leases Lessee Disclosure (Policies)	12 Months Ended
Leases Lessee Disclosure (Policies)	Dec. 31, 2023
Leases [Abstract]
Lessee, Leases [Policy Text Block]	The Company's lease portfolio consists primarily of office space and equipment. The Company has approximately 1,100 real estate leases with lease terms ranging from less than 1 year to 17 years and includes the Company's brokerage sales offices, regional and branch offices for title and relocation operations, corporate headquarters, regional headquarters, and facilities serving as local administration, training and storage. The Company's brokerage sales offices are generally located in shopping centers and small office parks, typically with lease terms of 1 year to 5 years. In addition, the Company has equipment leases which primarily consist of furniture, computers and other office equipment. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. At lease commencement, the Company records a liability for its lease obligation measured at the present value of future lease payments and a right-of-use asset equal to the lease liability adjusted for prepayments and lease incentives. The Company uses its collateralized incremental borrowing rate to calculate the present value of lease liabilities as most of its leases do not provide an implicit rate that is readily determinable. The Company does not recognize a lease obligation and right-of-use asset on its balance sheet for any leases with an initial term of 12 months or less. Some real estate leases include one or more options to renew or terminate a lease. The exercise of a lease renewal or termination option is assessed at commencement of the lease and only reflected in the lease term if the Company is reasonably certain to exercise the option. The Company has lease agreements that contain both lease and non-lease components, such as common area maintenance fees, and has made a policy election to combine both fixed lease and non-lease components in total gross rent for all of its leases. Expense for operating leases is recognized on a straight-line basis over the lease term. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest method over the lease term. The Company recognizes impairment charges related to the exit and sublease of certain real estate operating leases. As part of the Company's plan to reduce its office footprint costs and centralize certain aspects of its operational support structure as discussed in Note 14, "Restructuring Costs," the Company will incur right-of-use asset impairments.

Segment Reporting (Policies)	12 Months Ended
Segment Reporting (Policies)	Dec. 31, 2023
Segment Reporting [Abstract]
Franchise Fees	Domestic franchisee agreements generally require the franchisee to pay the Company an initial franchise fee for the franchisee's principal office plus a royalty fee that is a percentage of gross commission income, if any, earned by the franchisee. Franchisee fees can be structured in numerous ways. The Company utilizes multiple franchise fee models, including: (i) volume-based incentive (under which royalty fee rate is subject to reduction based on volume incentives); (ii) flat percentage royalty fee (under which the franchisee pays a fixed percentage of their commission income); (iii) capped fee (under which the franchisee pays a royalty fee capped at a set amount per independent sales agents per year); and (iv) tiered royalty fee (under which the franchisee pays a percentage of their gross commission income as a royalty fee). The volume incentives currently in effect vary for each eligible franchisee for which the Company provides a detailed table that describes the gross revenue thresholds required to achieve a volume incentive and the corresponding incentive amounts and are subject to change.

Earnings Per Share (Policies)	12 Months Ended
Earnings Per Share (Policies)	Dec. 31, 2023
Earnings Per Share [Abstract]
Earnings Per Share, Policy	Basic earnings (loss) per common share is computed based on net income (loss) attributable to Anywhere stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed consistently with the basic computation plus the effect of dilutive potential common shares outstanding during the period. Dilutive potential common shares include shares that the Company could be obligated to issue from its Exchangeable Senior Notes and warrants if dilutive (see Note 9, "Short and Long-Term Debt", for further discussion) and outstanding stock-based compensation awards (see Note 13, "Stock-Based Compensation", for further discussion). For purposes of computing diluted earnings (loss) per common share, weighted average common shares do not include potentially dilutive common shares if their effect is anti-dilutive. As such, the shares that the Company could be obligated to issue from its stock options, warrants and Exchangeable Senior Notes are excluded from the earnings (loss) per share calculation if the exercise or exchangeable price exceeds the average market price of common shares. The Company uses the treasury stock method to calculate the dilutive effect of outstanding stock-based compensation. If dilutive, the Company uses the if converted method to calculate the dilutive effect of its Exchangeable Senior Notes. These notes will have a dilutive impact when the average market price of the Company’s common stock exceeds the initial exchange price of $24.49 per share. The Exchangeable Senior Notes were not dilutive as of December 31, 2023 as the closing price of the Company's common stock as of December 31, 2023 was less than the initial exchange price.

SEC Schedule, Article 12-09, Valuation and Qualifying Accounts (Tables)

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts

Schedule II—Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021:


(in millions)			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Deductions		Balance at End of Period
Allowance for doubtful accounts (a)
Year ended December 31, 2023	$	12	$	8	$	—	$	(2)	$	18
Year ended December 31, 2022	11		2		—		(1)		12
Year ended December 31, 2021	13		2		—		(4)		11

Deferred tax asset valuation allowance
Year ended December 31, 2023	$	20	$	5	$	—	$	—	$	25
Year ended December 31, 2022	20		—		—		—		20
Year ended December 31, 2021	21		(1)		—		—		20

_______________

(a)The deduction column represents uncollectible accounts written off, net of recoveries from Trade Receivables, in the Consolidated Balance Sheets.

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2023

Revenue Recognition [Abstract]

Disaggregation of Revenue

The Company's revenue is disaggregated by major revenue categories on our Consolidated Statements of Operations and further disaggregated by business segment as follows:


	Years Ended December 31, 2023 vs December 31, 2022
	Franchise Group				Owned Brokerage Group				Title Group				Corporate and Other				Total Company
	2023		2022		2023		2022		2023		2022		2023		2022		2023		2022
Gross commission income (a)	$	—	$	—	$	4,570	$	5,538	$	—	$	—	$	—	$	—	$	4,570	$	5,538
Service revenue (b)	223		260		21		22		325		511		—		—		569		793
Franchise fees (c)	652		775		—		—		—		—		(301)		(358)		351		417
Other (d)	108		110		37		46		15		19		(14)		(15)		146		160
Net revenues	$	983	$	1,145	$	4,628	$	5,606	$	340	$	530	$	(315)	$	(373)	$	5,636	$	6,908


	Years Ended December 31, 2022 vs December 31, 2021
	Franchise Group				Owned Brokerage Group				Title Group				Corporate and Other				Total Company
	2022		2021		2022		2021		2022		2021		2022		2021		2022		2021
Gross commission income (a)	$	—	$	—	$	5,538	$	6,118	$	—	$	—	$	—	$	—	$	5,538	$	6,118
Service revenue (b)	260		227		22		29		511		924		—		—		793		1,180
Franchise fees (c)	775		914		—		—		—		—		(358)		(393)		417		521
Other (d)	110		108		46		42		19		28		(15)		(14)		160		164
Net revenues	$	1,145	$	1,249	$	5,606	$	6,189	$	530	$	952	$	(373)	$	(407)	$	6,908	$	7,983

_______________

(a)Gross commission income at Owned Brokerage Group is recognized at a point in time at the closing of a homesale transaction.

(b)Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service.

(c)Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction).

(d)Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments.

Contract with Customer, Asset and Liability

The following table shows the total change in the Company's contract liabilities related to revenue contracts by reportable segment (as discussed in detail above) for the year ended December 31, 2023:


	Year Ended December 31, 2023
	Beginning Balance at January 1, 2023		Additions during the period		Recognized as Revenue during the period		Ending Balance at December 31, 2023
Franchise Group (a)	$	80	$	154	$	(165)	$	69
Owned Brokerage Group	14		9		(8)		15
Total	$	94	$	163	$	(173)	$	84

_______________

(a)Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group.

The majority of the Company's contracts are transactional in nature or have a duration of one-year or less. Accordingly, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

Investments, Equity Method and Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

The Company's equity method investment balances at December 31, 2023 and 2022 were as follows:


	December 31,
	2023		2022
Guaranteed Rate Affinity (1)	$	67	$	72
Title Insurance Underwriter Joint Venture (2)	74		75
Other Title Group equity method investments (3)	11		10
Total Title Group equity method investments	152		157
Owned Brokerage Group equity method investments (4)	26		27
Total equity method investments	$	178	$	184

_______________

(1)Guaranteed Rate Affinity is the Company's 49.9% minority-owned mortgage origination joint venture with Guaranteed Rate, Inc which originates and markets its mortgage lending services to the Company's real estate brokerage as well as other real estate brokerage companies across the country. The Company received $5 million in cash dividends from Guaranteed Rate Affinity during the year ended December 31, 2023.

(2)Includes the Company's 25% equity interest in the Title Insurance Underwriter Joint Venture formed in March 2022 as a result of the sale of the Company's Title Underwriter. See Note 1, "Basis of Presentation—Sale of the Title Insurance Underwriter", for additional information related to the sale of the Title Underwriter and subsequent sales of a portion of the Company's ownership in the Title Insurance Underwriter Joint Venture.

(3)Includes Title Group's various other equity method investments. The Company invested an additional $1 million and received $3 million in cash dividends related to these investments during the year ended December 31, 2023.

(4)Includes the Company's 50% owned unconsolidated real estate auction joint venture with Sotheby's which holds an 80% ownership stake in Sotheby's Concierge Auctions, a global luxury real estate auction marketplace that partners with real estate agents to host luxury online auctions for clients, the Company's former 49% investment in RealSure (operations were ceased in the fourth quarter of 2022), and other brokerage related investments. The Company recorded a $3 million loss on the sale of a brokerage related investment during the year ended December 31, 2023.

Investment Income

The Company recorded equity in (earnings) losses from its equity method investments as follows:


	Year Ended December 31,
	2023		2022		2021
Guaranteed Rate Affinity	$	—	$	22	$	(49)
Title Insurance Underwriter Joint Venture	(4)		(6)		—
Other Title Group equity method investments	(3)		(5)		(6)
Owned Brokerage Group equity method investments	(2)		17		7
Equity in (earnings) losses of unconsolidated entities	$	(9)	$	28	$	(48)

Property and Equipment, Net Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment, net consisted of:


	December 31,
	2023		2022
Furniture, fixtures and equipment	$	146	$	174
Capitalized software	530		492
Finance lease assets	81		85
Building and leasehold improvements	285		290
Land	2		3
Gross property and equipment	1,044		1,044
Less: accumulated depreciation	(764)		(727)
Property and equipment, net	$	280	$	317

Leases Lessee Disclosure (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Supplemental Lease Balance Sheet Info

Supplemental balance sheet information related to the Company's leases was as follows:


		December 31,
Lease Type	Balance Sheet Classification	2023			2022
Assets:
Operating lease assets	Operating lease assets, net	$	380		$	422
Finance lease assets (a)	Property and equipment, net	29			34
Total lease assets, net		$	409		$	456
Liabilities:
Current:
Operating lease liabilities	Current portion of operating lease liabilities	$	113		$	122
Finance lease liabilities	Accrued expenses and other current liabilities	9			11
Non-current:
Operating lease liabilities	Long-term operating lease liabilities	333			371
Finance lease liabilities	Other non-current liabilities	12			14
Total lease liabilities		$	467		$	518

Weighted Average Lease Term and Discount Rate
Weighted average remaining lease term (years):
Operating leases		5.0			5.3
Finance leases		3.0			2.9

Weighted average discount rate:
Operating leases		4.6		%	4.3		%
Finance leases		4.8		%	3.9		%

_______________

(a)Finance lease assets are recorded net of accumulated amortization of $52 million and $50 million at December 31, 2023 and 2022, respectively.

Lease Liability Maturity Table

As of December 31, 2023, maturities of lease liabilities by fiscal year were as follows:


Maturity of Lease Liabilities	Operating Leases		Finance Leases		Total
2024	$	126	$	9	$	135
2025	113		6		119
2026	86		5		91
2027	62		2		64
2028	42		—		42
Thereafter	72		—		72
Total lease payments	501		22		523
Less: Interest	55		1		56
Present value of lease liabilities	$	446	$	21	$	467

Lease, Cost

Supplemental income statement information related to the Company's leases is as follows:


	Year Ended December 31,
Lease Costs	2023		2022		2021
Operating lease costs	$	132	$	140	$	141
Finance lease costs:
Amortization of leased assets	12		12		12
Interest on lease liabilities	1		1		1
Other lease costs (a)	23		23		24
Impairment (b)	11		6		2
Less: Sublease income, gross	2		2		2
Net lease cost	$	177	$	180	$	178

_______________

(a)Primarily consists of variable lease costs.

(b)Impairment charges relate to the exit and sublease of certain real estate operating leases.

Schedule of Cash Flow, Supplemental Disclosures

Supplemental cash flow information related to leases was as follows:


	Year Ended December 31,
	2023		2022		2021
Supplemental cash flow information:
Operating cash flows from operating leases	$	148	$	162	$	162
Operating cash flows from finance leases	1		1		1
Financing cash flows from finance leases	13		13		13

Supplemental non-cash information:
Lease assets obtained in exchange for lease obligations:
Operating leases	$	92	$	92	$	134
Finance leases	7		14		6

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

Changes in the carrying amount of Goodwill and Accumulated impairment losses by reportable segment is as follows:


	Franchise Group		Owned Brokerage Group		Title Group		Total Company
Goodwill (gross) at December 31, 2021	$	3,953	$	1,067	$	482	$	5,502
Goodwill acquired (a)	—		21		5		26
Goodwill reduction (b)	—		—		(32)		(32)
Goodwill (gross) at December 31, 2022	3,953		1,088		455		5,496

Accumulated impairment losses at December 31, 2021	(1,447)		(808)		(324)		(2,579)
Goodwill impairment	(114)		(280)		—		(394)
Accumulated impairment losses at December 31, 2022	(1,561)		(1,088)		(324)		(2,973)

Goodwill (net) at December 31, 2022	$	2,392	$	—	$	131	$	2,523

Goodwill (gross) at December 31, 2022	$	3,953	$	1,088	$	455	$	5,496
Goodwill acquired (c)	—		1		—		1
Goodwill reduction	—		—		—		—
Goodwill (gross) at December 31, 2023	3,953		1,089		455		5,497

Accumulated impairment losses at December 31, 2022	(1,561)		(1,088)		(324)		(2,973)
Goodwill impairment	(25)		—		—		(25)
Accumulated impairment losses at December 31, 2023 (d)	(1,586)		(1,088)		(324)		(2,998)

Goodwill (net) at December 31, 2023	$	2,367	$	1	$	131	$	2,499

_______________

(a)Goodwill acquired during the year ended December 31, 2022 relates to the acquisition of four real estate brokerage operations and two title and settlement operations.

(b)Goodwill reduction during the year ended December 31, 2022 relates to the sale of the Title Underwriter during the first quarter of 2022 (see Note 1, "Basis of Presentation", for a description of the transaction).

(c)Goodwill acquired during the year ended December 31, 2023 relates to the acquisition of one real estate brokerage operation.

(d)Includes impairment charges which reduced goodwill by $25 million during 2023, $394 million during 2022, $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007.

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets by Major Class [Table Text Block]

Intangible assets are as follows:


	As of December 31, 2023						As of December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizable—Franchise agreements (a)	$	2,010	$	1,123	$	887	$	2,010	$	1,056	$	954
Indefinite life—Trademarks (b)	$	586			$	586	$	611			$	611
Other Intangibles
Amortizable—License agreements (c)	$	45	$	16	$	29	$	45	$	15	$	30
Amortizable—Customer relationships (d)	454		385		69		456		366		90
Indefinite life—Title plant shares (e)	28				28		28				28
Amortizable—Other (f)	7		6		1		11		9		2
Total Other Intangibles	$	534	$	407	$	127	$	540	$	390	$	150

_______________

(a)Generally amortized over a period of 30 years.

(b)Primarily related to real estate franchise, title and relocation trademarks which are expected to generate future cash flows for an indefinite period of time. Franchise trademarks were impaired by $25 million during the fourth quarter of 2023 as a result of the Company's annual impairment assessment.

(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 which are being amortized over a period of 10 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)Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 3 to 5 years.

Schedule of Finite-Lived Intangible Assets, Amortization Expense [Table Text Block]

Intangible asset amortization expense is as follows:


	For the Year Ended December 31,
	2023		2022		2021
Franchise agreements	$	67	$	67	$	67
License agreements	1		1		1
Customer relationships	21		21		22
Other	1		7		4
Total	$	90	$	96	$	94

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

Schedule of Other Current Assets

Other Current Assets, Accrued Expenses And Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Other current assets consisted of:


	December 31,
	2023		2022
Prepaid contracts and other prepaid expenses	$	78	$	81
Prepaid agent incentives	49		55
Franchisee sales incentives	30		30
Other	61		39
Total other current assets	$	218	$	205

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of:


	December 31,
	2023		2022
Accrued payroll and related employee costs	$	158	$	110
Advances from clients	29		15
Accrued volume incentives	28		39
Accrued commissions	34		44
Restructuring accruals	14		14
Deferred income	53		62
Accrued interest	34		40
Current portion of finance lease liabilities	9		11
Due to former parent	38		20
Other	176		115
Total accrued expenses and other current liabilities	$	573	$	470

Short and Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Total Indebtedness

Total indebtedness is as follows:


	December 31,
	2023		2022
Revolving Credit Facility	$	285	$	350
Term Loan A Facility	206		221
7.00% Senior Secured Second Lien Notes	627		—
5.75% Senior Notes	576		899
5.25% Senior Notes	451		985
0.25% Exchangeable Senior Notes	397		394
Total Short-Term & Long-Term Debt	$	2,542	$	2,849
Securitization Obligations:
Apple Ridge Funding LLC	$	115	$	163

Schedule of Debt

As of December 31, 2023, the Company’s borrowing arrangements were as follows:


	Interest Rate	Expiration Date	Principal Amount		Unamortized Premium and Debt Issuance Costs		Net Amount
Revolving Credit Facility (1)	(2)	July 2027 (2)	$	285	$ *		$	285
Term Loan A Facility	(2)	February 2025	206		—		206
Senior Secured Second Lien Notes (3)	7.00%	April 2030	640		13		627
Senior Notes (3)(4)	5.75%	January 2029	576		—		576
Senior Notes (3)(4)	5.25%	April 2030	457		6		451
Exchangeable Senior Notes (5)	0.25%	June 2026	403		6		397
Total Short-Term & Long-Term Debt			$	2,567	$	25	$	2,542
Securitization obligations: (6)
Apple Ridge Funding LLC		May 2024	$	115	$ *		$	115

_______________

*The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets.

(1)As of December 31, 2023, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of December 31, 2023, there were $285 million outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On February 14, 2024, the Company had $383 million outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit.

(2)See below under the header "Senior Secured Credit Agreement and Term Loan A Agreement" for additional information.

(3)See below under the headers "Debt Exchange Transactions" and "7.00% Senior Secured Second Lien Notes" for additional information with respect to the debt exchange transactions, as well as, under the header "Open Market Repurchases of 5.75% and 5.25% Senior Notes" for additional information with respect to open market repurchases in the third quarter of 2023.

(4)See below under the header "Unsecured Notes" for additional information.

(5)See below under the header "Exchangeable Senior Notes" for additional information.

(6)See below under the header "Securitization Obligations" for additional information.

Schedule of Maturities of Long-term Debt

As of December 31, 2023, the combined aggregate amount of maturities for long-term borrowings for each of the next five years is as follows:


Year	Amount
2024 (a)	$	307
2025	184
2026	403
2027	—
2028	—

_______________

(a)The current portion of long-term debt of $307 million shown on the Consolidated Balance Sheets consists of $285 million outstanding borrowings under the Revolving Credit Facility as of December 31, 2023 and four quarters of 2024 amortization payments totaling $22 million for the Term Loan A Facility. Outstanding borrowings under the Revolving Credit Facility are classified on the balance sheet as current due to the revolving nature and terms and conditions of the facilities.

Interest Rate Table for Revolving Credit Facility


Senior Secured Leverage Ratio	Applicable SOFR 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 Facility


Senior Secured Leverage Ratio	Applicable SOFR 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%

Franchising and Marketing Activities (Tables)

12 Months Ended

Dec. 31, 2023

Franchising and Marketing Activities [Abstract]

Schedule of the Number of Franchised and Company Owned Outlets in Operation [Table Text Block]

The number of franchised and company owned offices in operation are as follows:


	(Unaudited) As of December 31,
	2023	2022	2021
Franchised (domestic and international):
Century 21®	11,972	13,611	14,246
ERA®	2,395	2,407	2,355
Coldwell Banker®	2,140	2,100	2,071
Coldwell Banker Commercial®	189	171	164
Sotheby’s International Realty®	1,071	1,035	986
Better Homes and Gardens® Real Estate	440	418	411
Corcoran®	96	82	122
Total Franchised	18,303	19,824	20,355
Company owned:
Coldwell Banker®	551	606	605
Sotheby’s International Realty®	44	44	41
Corcoran®	28	29	29
Total Company Owned	623	679	675

Schedule of the Changes in the Number of Franchised and Company Owned Outlets [Table Text Block]

The number of franchised and company owned offices (in the aggregate) changed as follows:


	(Unaudited) For the Year Ended December 31,
	2023	2022	2021
Franchised (domestic and international):
Beginning balance	19,824	20,355	19,386
Additions	571	548	1,583
Terminations	(2,092)	(1,079)	(614)
Ending balance	18,303	19,824	20,355
Company owned:
Beginning balance	679	675	673
Additions	5	46	25
Closures	(61)	(42)	(23)
Ending balance	623	679	675

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Schedule of Expected Benefit Payments

Estimated future benefit payments from the plan as of December 31, 2023 are as follows:


Year	Amount
2024	$	9
2025	9
2026	9
2027	9
2028	8
2029 through 2033	39

Schedule of Allocation of Plan Assets

The following table presents the fair values of plan assets by category as of December 31, 2023:


Asset Category	Quoted Price in Active Market for Identical Assets (Level I)		Significant Other Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)		Total
Cash and cash equivalents	$	3	$	—	$	—	$	3
Equity securities	—		—		—		—
Fixed income securities	—		35		—		35
Total	$	3	$	35	$	—	$	38
Plan assets measured at Net Asset Value ("NAV") (1)							48
Total plan assets							$	86

_______________

(1)The fair values of these plan assets were determined using the NAV as a practical expedient and therefore have not been classified in the fair value hierarchy.

The following table presents the fair values of plan assets by category as of December 31, 2022:


Asset Category	Quoted Price in Active Market for Identical Assets (Level I)		Significant Other Observable Inputs (Level II)		Significant Unobservable Inputs (Level III)		Total
Cash and cash equivalents	$	1	$	—	$	—	$	1
Equity securities	—		50		—		50
Fixed income securities	—		39		—		39
Total plan assets	$	1	$	89	$	—	$	90

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of pre-tax income (loss) for domestic and foreign operations

The components of pretax (loss) income for domestic and foreign operations consisted of the following:


	Year Ended December 31,
	2023		2022		2021
Domestic	$	(119)	$	(368)	$	486
Foreign	6		17		(3)
Pretax (loss) income	$	(113)	$	(351)	$	483

Schedule of income tax provision

The components of income tax (benefit) expense consisted of the following:


	Year Ended December 31,
	2023		2022		2021
Current:
Federal	$	9	$	24	$	29
State	5		—		30
Foreign	4		4		2
Total current	18		28		61
Deferred:
Federal	(31)		(78)		70
State	(2)		(18)		2
Foreign	—		—		—
Total deferred	(33)		(96)		72
Income tax (benefit) expense	$	(15)	$	(68)	$	133

Schedule of effective income tax rate

A reconciliation of the Company’s effective income tax rate at the U.S. federal statutory rate of 21% to the actual expense was as follows:


	Year Ended December 31,
	2023		2022		2021
Federal statutory rate	21	%	21	%	21	%
State and local income taxes, net of federal tax benefits	1		3		6

Non-deductible equity compensation	(1)		—		1
Non-deductible executive compensation	(4)		(1)		1
Goodwill impairment	(5)		(8)		—

Uncertain tax positions	—		(1)		—
Tax credits (a)	6		7		—
Net change in valuation allowance	(5)		—		—
Other permanent differences	—		(2)		(1)
Effective tax rate	13	%	19	%	28	%

_______________

(a)This item in 2022 includes a benefit related to the completion of a research tax credit study for tax years 2016 through 2022.

Schedule of deferred income tax assets and liabilities

Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the deferred income tax assets and liabilities are as follows:


	December 31,
	2023		2022
Deferred income tax assets:
Net operating loss carryforwards	$	36	$	39
Tax credit carryforwards	28		27
Accrued liabilities and deferred income	117		86
Interest expense limitation carryforward	5		41
Operating leases	120		133
Minimum pension obligations	13		14
Provision for doubtful accounts	10		9
Liability for unrecognized tax benefits	2		1
Other	—		1
Total deferred tax assets	331		351
Less: valuation allowance	(25)		(20)
Total deferred income tax assets after valuation allowance	306		331
Deferred income tax liabilities:
Depreciation and amortization	384		433
Operating leases	99		111
Prepaid expenses	9		9
Basis difference in investment in joint ventures	21		17

Total deferred tax liabilities	513		570
Net deferred income tax liabilities	$	(207)	$	(239)

Schedule of the rollforward of unrecognized tax benefits

The rollforward of unrecognized tax benefits are summarized in the table below:


Unrecognized tax benefits—January 1, 2021	$	19
Settlements	(1)
Reduction due to lapse of statute of limitations	(1)
Unrecognized tax benefits—December 31, 2021	17
Gross increases - tax positions in prior periods	3
Gross decreases - tax positions in prior periods	(1)
Gross increases - tax positions in current period	1


Unrecognized tax benefits—December 31, 2022	20

Gross decreases - tax positions in prior periods	(1)
Gross increases - tax positions in current period	1


Unrecognized tax benefits—December 31, 2023	$	20

Restructuring Costs (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The components of the restructuring charges for the years ended December 31, 2023, 2022 and 2021 were as follows:


	Years Ended December 31,
	2023		2022		2021
Personnel-related costs (1)	$	21	$	16	$	6
Facility-related costs (2)	28		16		11
Total restructuring charges (3)	$	49	$	32	$	17

_______________

(1)Personnel-related costs consist of severance costs provided to employees who have been terminated.

(2)Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs.

(3)Restructuring charges for the year ended December 31, 2023 include $43 million of expense related to the Operational Efficiencies Plan and $6 million of expense related to prior restructuring plans. Restructuring charges for the year ended December 31, 2022 include $20 million of expense related to the Operational Efficiencies Plan and $12 million of expense related to prior restructuring plans. Restructuring charges for the year ended December 31, 2021 related to prior restructuring plans.

Schedule of Restructuring Reserve by Type of Cost

The following is a reconciliation of the beginning and ending reserve balances related to the Plan:


	Personnel-related costs		Facility-related costs		Total
Balance at December 31, 2022	$	10	$	2	$	12
Restructuring charges (1)	21		22		43
Costs paid or otherwise settled	(21)		(20)		(41)
Balance at December 31, 2023	$	10	$	4	14

_______________

(1)In addition, the Company incurred $11 million of facility-related costs for lease asset impairments in connection with the Plan during the year ended December 31, 2023.

Schedule of Expected Restructuring Costs by Cost Type

The following table shows the total costs currently expected to be incurred by type of cost related to the Plan:


	Total amount expected to be incurred		Amount incurred to date		Total amount remaining to be incurred
Personnel-related costs	$	38	$	35	$	3
Facility-related costs	51		28		23
Total	$	89	$	63	$	26

Schedule of Expected Restructuring Costs by Business Segment

The following table shows the total costs currently expected to be incurred by reportable segment related to the Plan:


	Total amount expected to be incurred		Amount incurred to date		Total amount remaining to be incurred
Franchise Group	$	13	$	13	$	—
Owned Brokerage Group	64		39		25
Title Group	5		4		1
Corporate and Other	7		7		—
Total	$	89	$	63	$	26

Commitments And Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Payments for Purchase Commitments and Licensing Fees

Future minimum payments for these purchase commitments and minimum licensing fees as of December 31, 2023 are as follows:


Year	Amount
2024	$	55
2025	25
2026	11
2027	10
2028	7
Thereafter	185
Total	$	293

Equity (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The components of accumulated other comprehensive losses are as follows:


	Currency Translation Adjustments (1)		Minimum Pension Liability Adjustment			Accumulated Other Comprehensive Loss (2)
Balance at January 1, 2021	$	(8)	$	(51)		$	(59)
Other comprehensive (loss) income before reclassifications	(1)		10			9
Amounts reclassified from accumulated other comprehensive loss	—		3		(3)	3
Income tax expense	—		(3)			(3)
Current period change	(1)		10			9
Balance at December 31, 2021	(9)		(41)			(50)


	Currency Translation Adjustments (1)		Minimum Pension Liability Adjustment			Accumulated Other Comprehensive Loss (2)
Other comprehensive income before reclassifications	—		1			1
Amounts reclassified from accumulated other comprehensive loss	—		2		(3)	2
Income tax expense	—		(1)			(1)
Current period change	—		2			2
Balance at December 31, 2022	(9)		(39)			(48)
Other comprehensive income before reclassifications	—		2			2
Amounts reclassified from accumulated other comprehensive loss	—		3		(3)	3
Income tax expense	—		(1)			(1)
Current period change	—		4			4
Balance at December 31, 2023	$	(9)	$	(35)		$	(44)

_______________

(1)Assets and liabilities of foreign subsidiaries having non-U.S. dollar functional currencies are translated at exchange rates at the balance sheet dates and equity accounts are translated at historical spot rates. Revenues and expenses are translated at average exchange rates during the periods presented. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars are included in accumulated other comprehensive income (loss). Gains or losses resulting from foreign currency transactions are included in the Consolidated Statements of Operations.

(2)As of December 31, 2023, the Company does not have any after-tax components of accumulated other comprehensive loss attributable to noncontrolling interests.

(3)These amounts represent the amortization of actuarial gain (loss) to periodic pension cost and were reclassified from accumulated other comprehensive loss to the general and administrative expenses line on the Consolidated Statement of Operations.

Schedule of Stockholders Equity [Table Text Block]


	Anywhere Group Stockholder’s Equity
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non- controlling Interests		Total Equity
	Shares	Amount
Balance at January 1, 2021	—	$	—	$	4,877	$	(3,055)	$	(59)	$	4	$	1,767
Net income	—	—		—		343		—		7		350
Other comprehensive income	—	—		—		—		9		—		9
Contributions from Anywhere	—	—		51		—		—		—		51
Stock-based compensation	—	—		20		—		—		—		20
Dividends	—	—		—		—		—		(5)		(5)
Balance at December 31, 2021	—	$	—	$	4,948	$	(2,712)	$	(50)	$	6	$	2,192
Cumulative effect adjustment due to the adoption of ASU 2020-06	—	—		(53)		5		—		—		(48)
Net (loss) income	—	—		—		(287)		—		4		(283)
Other comprehensive income	—	—		—		—		2		—		2
Repurchase of common stock	—	—		(97)		—		—		—		(97)
Contributions from Anywhere	—	—		2		—		—		—		2
Stock-based compensation	—	—		6		—		—		—		6
Dividends	—	—		—		—		—		(8)		(8)
Contributions from non-controlling interests	—	—		—		—		—		1		1
Balance at December 31, 2022	—	$	—	$	4,806	$	(2,994)	$	(48)	$	3	$	1,767


	Anywhere Group Stockholder’s Equity
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non- controlling Interests		Total Equity
	Shares	Amount
Net loss	—	—		—		(97)		—		(1)		(98)
Other comprehensive income	—	—		—		—		4		—		4


Stock-based compensation	—	—		8		—		—		—		8
Dividends	—	—		—		—		—		(1)		(1)
Contributions from non-controlling interests	—	—		—		—		—		1		1
Balance at December 31, 2023	—	$	—	$	4,814	$	(3,091)	$	(44)	$	2	$	1,681

Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table sets forth the computation of basic and diluted (loss) earnings per share:


	Year Ended December 31,
(in millions, except per share data)	2023		2022		2021
Numerator:
Net (loss) income attributable to Anywhere shareholders	$	(97)	$	(287)	$	343
Denominator:
Weighted average common shares outstanding (denominator for basic (loss) earnings per share calculation)	110.3		113.8		116.4
Dilutive effect of stock-based compensation awards (a)	—		—		3.8
Dilutive effect of Exchangeable Senior Notes and warrants (b)	—		—		—
Weighted average common shares outstanding (denominator for diluted (loss) earnings per share calculation)	110.3		113.8		120.2
(Loss) earnings per share attributable to Anywhere shareholders:
Basic (loss) earnings per share	$	(0.88)	$	(2.52)	$	2.95
Diluted (loss) earnings per share	$	(0.88)	$	(2.52)	$	2.85

_______________

(a)The Company was in a net loss position for the years ended December 31, 2023 and 2022, and therefore the impact of incentive equity awards was excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. The year ended December 31, 2021 excluded 3.7 million shares of common stock issuable for incentive equity awards, which

included performance share units based on the achievement of target amounts, that were anti-dilutive to the diluted earnings per share computation.

(b)Shares to be provided to the Company from the exchangeable note hedge transactions purchased concurrently with its issuance of Exchangeable Senior Notes are anti-dilutive and therefore they are not treated as a reduction to its diluted shares.

Risk Management and Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Risk Management and Fair Value of Financial Instruments [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table summarizes fair value measurements by level at December 31, 2023 for assets and liabilities measured at fair value on a recurring basis:


	Level I		Level II		Level III		Total
Deferred compensation plan assets (included in other non-current assets)	$	1	$	—	$	—	$	1
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities)	—		—		4		4

The following table summarizes fair value measurements by level at December 31, 2022 for assets and liabilities measured at fair value on a recurring basis:


	Level I		Level II		Level III		Total
Deferred compensation plan assets (included in other non-current assets)	$	1	$	—	$	—	$	1
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities)	—		—		12		12

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, 2022	$	12
Additions: contingent consideration related to acquisitions completed during the period	—
Reductions: payments of contingent consideration	(4)
Changes in fair value (reflected in general and administrative expenses)	(4)
Fair value of contingent consideration at December 31, 2023	$	4

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at:


	December 31, 2023				December 31, 2022
Debt	Principal Amount		Estimated Fair Value (a)		Principal Amount		Estimated Fair Value (a)
Revolving Credit Facility	$	285	$	285	$	350	$	350
Term Loan A Facility	206		205		222		216
7.00% Senior Secured Second Lien Notes	640		590		—		—
5.75% Senior Notes	576		448		900		680
5.25% Senior Notes	457		336		1,000		729
0.25% Exchangeable Senior Notes	403		314		403		280

_______________

(a)The fair value of the Company's indebtedness is categorized as Level II.

Segment Information (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]