Cover Page and DEI Document and
Cover Page and DEI Document and Entity Information - $ / shares | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 31, 2023 | Dec. 31, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Sep. 30, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-35674 | ||
Entity Registrant Name | Anywhere Real Estate Inc. | ||
Entity Tax Identification Number | 20-8050955 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 175 Park Avenue | ||
Entity Address, City or Town | Madison | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07940 | ||
City Area Code | 973 | ||
Local Phone Number | 407-2000 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | HOUS | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 110,487,870 | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Entity Central Index Key | 0001398987 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | Q3 | ||
Amendment Flag | false | ||
Anywhere Real Estate Group LLC | |||
Entity Information [Line Items] | |||
Entity File Number | 333-148153 | ||
Entity Registrant Name | Anywhere Real Estate Group LLC | ||
Entity Tax Identification Number | 20-4381990 | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Central Index Key | 0001355001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Revenues [Abstract] | |||||
Net revenues | [1] | $ 1,584 | $ 1,808 | $ 4,386 | $ 5,585 |
Expenses | |||||
Commission and other agent-related costs | 1,037 | 1,170 | 2,852 | 3,560 | |
Operating | 284 | 320 | 869 | 1,082 | |
Marketing | 56 | 59 | 161 | 195 | |
General and administrative | 104 | 92 | 331 | 297 | |
Former parent legacy cost, net | [2] | 0 | 1 | 17 | 1 |
Restructuring costs, net | [3],[4] | 9 | 16 | 40 | 23 |
Impairments | [5] | 3 | 3 | 11 | 3 |
Depreciation and amortization | 50 | 53 | 149 | 159 | |
Interest expense, net | 37 | 30 | 114 | 76 | |
(Gain) loss on the early extinguishment of debt | [2] | (169) | 0 | (169) | 92 |
Other expense (income), net | 3 | (2) | 1 | (140) | |
Total expenses | 1,414 | 1,742 | 4,376 | 5,348 | |
Income before income taxes, equity in (earnings) losses and noncontrolling interests | 170 | 66 | 10 | 237 | |
Income tax expense | 45 | 8 | 7 | 52 | |
Equity in (earnings) losses of unconsolidated entities | (4) | 2 | (7) | 16 | |
Net income | 129 | 56 | 10 | 169 | |
Less: Net income attributable to noncontrolling interests | 0 | (1) | 0 | (3) | |
Net income attributable to Anywhere and Anywhere Group | $ 129 | $ 55 | $ 10 | $ 166 | |
Earnings per share attributable to Anywhere shareholders: | |||||
Basic earnings per share | $ 1.17 | $ 0.49 | $ 0.09 | $ 1.44 | |
Diluted earnings per share | $ 1.15 | $ 0.48 | $ 0.09 | $ 1.42 | |
Weighted average common and common equivalent shares of Anywhere outstanding: | |||||
Basic | 110.5 | 112.2 | 110.2 | 115.3 | |
Diluted | 112.1 | 113.5 | 111.6 | 117 | |
Gross commission income | |||||
Revenues [Abstract] | |||||
Net revenues | [6] | $ 1,293 | $ 1,469 | $ 3,559 | $ 4,473 |
Service revenue | |||||
Revenues [Abstract] | |||||
Net revenues | [7] | 155 | 189 | 445 | 652 |
Franchise fees | |||||
Revenues [Abstract] | |||||
Net revenues | [8] | 99 | 114 | 270 | 338 |
Other | |||||
Revenues [Abstract] | |||||
Net revenues | [9] | $ 37 | $ 36 | $ 112 | $ 122 |
[1]Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $89 million and $245 million for the three and nine months ended September 30, 2023, respectively, and $97 million and $299 million for the three and nine months ended September 30, 2022, 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 recent 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 relates to the refinancing transactions that occurred during the first quarter of 2022.[3] (b) The three months ended September 30, 2023 includes restructuring charges of $2 million at Franchise Group, $5 million at Owned Brokerage Group, $1 million at Title Group and $1 million at Corporate and Other. The three months ended September 30, 2022 includes restructuring charges of $2 million at Franchise Group, $8 million at Owned Brokerage Group and $6 million at Corporate and Other. The nine months ended September 30, 2023 includes restructuring charges of $8 million at Franchise Group, $23 million at Owned Brokerage Group, $2 million at Title Group and $7 million at Corporate and Other. The nine months ended September 30, 2022 includes restructuring charges of $4 million at Franchise Group, $11 million at Owned Brokerage Group and $8 million at Corporate and Other. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 129 | $ 56 | $ 10 | $ 169 |
Currency translation adjustment | (1) | (2) | (1) | (2) |
Defined benefit pension plan—amortization of actuarial gain (loss) to periodic pension cost | 1 | 1 | 2 | 2 |
Other comprehensive (loss) income, before tax | 0 | (1) | 1 | 0 |
Income tax expense related to items of other comprehensive income amounts | 0 | 0 | 0 | 0 |
Other comprehensive (loss) income, net of tax | 0 | (1) | 1 | 0 |
Comprehensive income | 129 | 55 | 11 | 169 |
Less: comprehensive income attributable to noncontrolling interests | 0 | (1) | 0 | (3) |
Comprehensive income attributable to Anywhere and Anywhere Group | $ 129 | $ 54 | $ 11 | $ 166 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 151 | $ 214 |
Restricted cash | 7 | 4 |
Trade receivables (net of allowance for doubtful accounts of $15 and $12) | 135 | 201 |
Relocation receivables | 204 | 210 |
Other current assets | 198 | 205 |
Total current assets | 695 | 834 |
Property and equipment, net | 284 | 317 |
Operating lease assets, net | 391 | 422 |
Goodwill | 2,524 | 2,523 |
Trademarks | 611 | 611 |
Franchise agreements, net | 904 | 954 |
Other intangibles, net | 134 | 150 |
Other non-current assets | 516 | 572 |
Total assets | 6,059 | 6,383 |
Current liabilities: | ||
Accounts payable | 104 | 184 |
Securitization obligations | 170 | 163 |
Current portion of long-term debt | 321 | 366 |
Current portion of operating lease liabilities | 116 | 122 |
Accrued expenses and other current liabilities | 579 | 470 |
Total current liabilities | 1,290 | 1,305 |
Long-term debt | 2,239 | 2,483 |
Long-term operating lease liabilities | 345 | 371 |
Deferred income taxes | 211 | 239 |
Other non-current liabilities | 189 | 218 |
Total liabilities | 4,274 | 4,616 |
Equity: | ||
Anywhere preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued and outstanding at September 30, 2023 and December 31, 2022 | $ 0 | $ 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Anywhere common stock: $0.01 par value; 400,000,000 shares authorized, 110,484,931 shares issued and outstanding at September 30, 2023 and 109,480,357 shares issued and outstanding at December 31, 2022 | $ 1 | $ 1 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Outstanding | 110,484,931 | 109,480,357 |
Additional paid-in capital | $ 4,813 | $ 4,805 |
Accumulated deficit | (2,984) | (2,994) |
Accumulated other comprehensive loss | (47) | (48) |
Total stockholders' equity | 1,783 | 1,764 |
Noncontrolling interests | 2 | 3 |
Total equity | 1,785 | 1,767 |
Total liabilities and equity | $ 6,059 | $ 6,383 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Operating Activities | |||
Net income | $ 10 | $ 169 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 149 | 159 | |
Deferred income taxes | (30) | 6 | |
Impairments | [1] | 11 | 3 |
Amortization of deferred financing costs and debt premium | 6 | 7 | |
(Gain) loss on the early extinguishment of debt | (169) | 92 | |
Loss (gain) on the sale of businesses, investments or other assets, net | [2] | 2 | (135) |
Equity in (earnings) losses of unconsolidated entities | (7) | 16 | |
Stock-based compensation | 12 | 20 | |
Mark-to-market adjustments on derivatives | 0 | (40) | |
Other adjustments to net income | (3) | (3) | |
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | |||
Trade receivables | 65 | (44) | |
Relocation receivables | 6 | (112) | |
Other assets | 71 | (50) | |
Accounts payable, accrued expenses and other liabilities | 12 | (139) | |
Dividends received from unconsolidated entities | 3 | 2 | |
Other, net | (13) | (22) | |
Net cash provided by (used in) operating activities | 125 | (71) | |
Investing Activities | |||
Property and equipment additions | (52) | (83) | |
Payments for acquisitions, net of cash acquired | (1) | (17) | |
Net proceeds from the sale of businesses | 8 | 63 | |
Investment in unconsolidated entities | (1) | (18) | |
Proceeds from the sale of investments in unconsolidated entities | 6 | 13 | |
Other, net | 1 | 17 | |
Net cash used in investing activities | (39) | (25) | |
Financing Activities | |||
Net change in revolving credit facilities | (50) | 0 | |
Proceeds from issuance of Senior Secured Second Lien Notes | 640 | 0 | |
Proceeds from issuance of Senior Notes | 0 | 1,000 | |
Redemption of Senior Secured Second Lien Notes | 0 | (550) | |
Redemption and repurchases of Senior Notes | (688) | (617) | |
Amortization payments on term loan facilities | (11) | (7) | |
Net change in securitization obligations | 7 | 51 | |
Debt issuance costs | (13) | (22) | |
Cash paid for fees associated with early extinguishment of debt | (2) | (80) | |
Repurchase of common stock | 0 | (97) | |
Taxes paid related to net share settlement for stock-based compensation | (4) | (16) | |
Other, net | (25) | (29) | |
Net cash used in financing activities | (146) | (367) | |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 0 | (3) | |
Net decrease in cash, cash equivalents and restricted cash | (60) | (466) | |
Cash, cash equivalents and restricted cash, beginning of period | 218 | 743 | |
Cash, cash equivalents and restricted cash, end of period | 158 | 277 | |
Supplemental Disclosure of Cash Flow Information | |||
Payments to Acquire Retained Interest in Securitized Receivables | 10 | 4 | |
Interest Paid, Excluding Capitalized Interest, Operating Activities | 135 | 123 | |
Income tax payments, net | $ 4 | $ 61 | |
[1]Impairments primarily relate to non-cash lease asset and software impairments.[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. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | EQUITY Condensed Consolidated Statement of Changes in Equity for Anywhere Three Months Ended September 30, 2023 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at June 30, 2023 110.4 $ 1 $ 4,809 $ (3,113) $ (47) $ 3 $ 1,653 Net income — — — 129 — — 129 Stock-based compensation — — 4 — — — 4 Issuance of shares for vesting of equity awards 0.1 — — — — — — Dividends — — — — — (1) (1) Balance at September 30, 2023 110.5 $ 1 $ 4,813 $ (2,984) $ (47) $ 2 $ 1,785 Three Months Ended September 30, 2022 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at June 30, 2022 114.4 $ 1 $ 4,849 $ (2,596) $ (49) $ 4 $ 2,209 Net income — — — 55 — 1 56 Other comprehensive loss — — — — (1) — (1) Repurchase of common stock (4.9) — (52) — — — (52) Stock-based compensation — — 6 — — — 6 Dividends — — — — — (2) (2) Balance at September 30, 2022 109.5 $ 1 $ 4,803 $ (2,541) $ (50) $ 3 $ 2,216 Nine Months Ended September 30, 2023 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2022 109.5 $ 1 $ 4,805 $ (2,994) $ (48) $ 3 $ 1,767 Net income — — — 10 — — 10 Other comprehensive income — — — — 1 — 1 Stock-based compensation — — 12 — — — 12 Issuance of shares for vesting of equity awards 1.6 — — — — — — Shares withheld for taxes on equity awards (0.6) — (4) — — — (4) Dividends — — — — — (1) (1) Balance at September 30, 2023 110.5 $ 1 $ 4,813 $ (2,984) $ (47) $ 2 $ 1,785 Nine Months Ended September 30, 2022 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2021 116.6 $ 1 $ 4,947 $ (2,712) $ (50) $ 6 $ 2,192 Cumulative effect adjustment due to the adoption of ASU 2020-06 — — (53) 5 — — (48) Net income — — — 166 — 3 169 Repurchase of common stock (8.8) — (97) — — — (97) Exercise of stock options 0.1 — 2 — — — 2 Stock-based compensation — — 20 — — — 20 Issuance of shares for vesting of equity awards 2.4 — — — — — — Shares withheld for taxes on equity awards (0.8) — (16) — — — (16) Dividends — — — — — (6) (6) Balance at September 30, 2022 109.5 $ 1 $ 4,803 $ (2,541) $ (50) $ 3 $ 2,216 Condensed Consolidated Statement of Changes in Equity for Anywhere Group The Company has not included a statement of changes in equity for Anywhere Group as the operating results of Anywhere Group are consistent with the operating results of Anywhere as all revenue and expenses of Anywhere Group flow up to Anywhere and there are no incremental activities at the Anywhere level. The only difference between Anywhere Group and Anywhere is that the $1 million in par value of common stock in Anywhere's equity is included in additional paid-in capital in Anywhere Group's equity. Stock Repurchases The Company may repurchase shares of its common stock under authorizations from its Board of Directors. Shares repurchased are retired and not displayed separately as treasury stock on the consolidated financial statements. The par value of the shares repurchased and retired is deducted from common stock and the excess of the purchase price over par value is first charged against any available additional paid-in capital with the balance charged to retained earnings. Direct costs incurred to repurchase the shares are included in the total cost of the shares. The Company's Board of Directors authorized a share repurchase program of up to $300 million of the Company's common stock in February 2022. The Company has not repurchased any shares under the share repurchase programs since 2022. As of September 30, 2023, $203 million remained available for repurchase under the share repurchase program. The Company is subject to limitations on share repurchases, which include compliance with the terms of our debt agreements. Stock-Based Compensation During the first quarter of 2023, the Company granted restricted stock units related to 1.5 million shares with a weighted average grant date fair value of $5.80 and performance stock units related to 1.5 million shares with a weighted average grant date fair value of $4.76. The Company granted all time-based equity awards in the form of restricted stock units which are subject to ratable vesting over a three-year period. Effective February 27, 2023, the Board approved, subject to stockholder approval at the 2023 Annual Meeting of Stockholders, the Second Amended and Restated Anywhere Real Estate Inc. (f/k/a Realogy Holdings Corp.) 2018 Long-Term Incentive Plan (the "Second A&R 2018 LTIP"), increasing the number of shares reserved thereunder by 5 million. The stockholders approved the Second A&R 2018 LTIP at the May 3, 2023 Annual Meeting of Stockholders. |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | 1. 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 income and cash flows of Anywhere, Anywhere Intermediate and Anywhere Group are the same. The accompanying Condensed 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 Condensed Consolidated Financial Statements. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with Article 10 of Regulation S-X. Interim results may not be indicative of full year performance because of seasonal and short-term variations. The Company has eliminated all material intercompany transactions and balances between entities consolidated in these financial statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and the related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates. In management's opinion, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of Anywhere and Anywhere Group's financial position as of September 30, 2023 and the results of operations and comprehensive income for the three and nine months ended September 30, 2023 and 2022 and cash flows for the nine months ended September 30, 2023 and 2022. The Consolidated Balance Sheet at December 31, 2022 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2022. The Company reports its operations in three business segments: • 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 ® . This segment also includes the Company's lead generation activities through Anywhere Leads Group ("Leads Group") and global relocation services operation through Cartus ® Relocation Services ("Cartus"). • Anywhere Advisors ("Owned Brokerage Group") —operates a full-service real estate brokerage business principally 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 Condensed 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 2, "Equity Method Investments", for additional information related to the Title Insurance Underwriter Joint Venture. Fair Value Measurements The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level Input: Input Definitions: Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach. The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. The following table summarizes fair value measurements by level at September 30, 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) — — 6 6 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) (2) Fair value of contingent consideration at September 30, 2023 $ 6 The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: September 30, 2023 December 31, 2022 Debt Principal Amount Estimated Principal Amount Estimated Revolving Credit Facility $ 300 $ 300 $ 350 $ 350 Extended Term Loan A 211 210 222 216 7.00% Senior Secured Second Lien Notes 640 578 — — 5.75% Senior Notes 576 415 900 680 5.25% Senior Notes 457 318 1,000 729 0.25% Exchangeable Senior Notes 403 307 403 280 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. Income Taxes The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was an expense of $45 million and $8 million for the three months ended September 30, 2023 and 2022, respectively, and an expense of $7 million and $52 million for the nine months ended September 30, 2023 and 2022, respectively. 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 November 2022 and, as of September 30, 2023, the Company had no interest rate swaps. The Company had not elected to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value was recorded in the Condensed Consolidated Statements of Operations. The gain recognized for interest rate swap contracts was $5 million and $40 million for the three and nine months ended September 30, 2022, respectively, which was recorded in Interest expense in the accompanying Condensed Consolidated Statements of Operations. Revenue Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue accounting standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended September 30, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Gross commission income (a) $ — $ — $ 1,293 $ 1,469 $ — $ — $ — $ — $ 1,293 $ 1,469 Service revenue (b) 60 75 6 5 89 109 — — 155 189 Franchise fees (c) 183 208 — — — — (84) (94) 99 114 Other (d) 28 23 10 12 4 4 (5) (3) 37 36 Net revenues $ 271 $ 306 $ 1,309 $ 1,486 $ 93 $ 113 $ (89) $ (97) $ 1,584 $ 1,808 Nine Months Ended September 30, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Gross commission income (a) $ — $ — $ 3,559 $ 4,473 $ — $ — $ — $ — $ 3,559 $ 4,473 Service revenue (b) 177 204 16 17 252 431 — — 445 652 Franchise fees (c) 503 625 — — — — (233) (287) 270 338 Other (d) 82 83 29 35 13 16 (12) (12) 112 122 Net revenues $ 762 $ 912 $ 3,604 $ 4,525 $ 265 $ 447 $ (245) $ (299) $ 4,386 $ 5,585 ______________ (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 following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period: Beginning Balance at January 1, 2023 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2023 Franchise Group: Deferred area development fees (a) $ 40 $ 3 $ (3) $ 40 Deferred brand marketing fund fees (b) 26 56 (61) 21 Deferred outsourcing management fees (c) 4 34 (35) 3 Other deferred income related to revenue contracts 10 27 (26) 11 Total Franchise Group 80 120 (125) 75 Owned Brokerage Group: Advanced commissions related to development business (d) 11 4 (3) 12 Other deferred income related to revenue contracts 3 3 (3) 3 Total Owned Brokerage Group 14 7 (6) 15 Total $ 94 $ 127 $ (131) $ 90 _______________ (a) The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from 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. (b) Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group. (c) The Company earns revenues from outsourcing management fees charged to clients that may cover several of the various relocation services 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. (d) New development closings generally have a development period of between 18 and 24 months from contracted date to closing. Allowance for Doubtful Accounts The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance is performed in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses. Supplemental Cash Flow Information Significant non-cash transactions included finance lease additions of $5 million and $9 million during the nine months ended September 30, 2023 and 2022, respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities. Additionally, significant non-cash transactions during the nine months ended September 30, 2022 included the establishment of a $90 million investment related to the Company's initial equity interest in the Title Insurance Underwriter Joint Venture in the first quarter of 2022. Leases The Company's lease obligations as of September 30, 2023 have not changed materially from the amounts reported in the 2022 Form 10-K. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). Recently issued standards were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. |
Investments, Equity Method and
Investments, Equity Method and Joint Ventures | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure | EQUITY METHOD INVESTMENTS The Company has various equity method investments which are recorded within other non-current assets on the accompanying Condensed Consolidated Balance Sheets. The Company has certain governance rights but does not have a controlling financial or operating interest in these investments. The Company's share of equity earnings or losses related 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 September 30, 2023 and December 31, 2022 were as follows: September 30, 2023 December 31, 2022 Guaranteed Rate Affinity (1) $ 73 $ 72 Title Insurance Underwriter Joint Venture (2) 74 75 Other Title Group equity method investments (3) 10 10 Total Title Group equity method investments 157 157 Owned Brokerage Group equity method investments (4) 24 27 Total equity method investments $ 181 $ 184 _______________ (1) The Company's 49.9% minority-owned mortgage origination joint venture with Guaranteed Rate, Inc. (2) The Company’s 25% equity interest in the Title Insurance Underwriter Joint Venture formed on March 29, 2022. During the first quarter of 2023, 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 26% to 25% (see Note 1, "Basis of Presentation — Sale of the Title Insurance Underwriter", for additional information). (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 nine months ended September 30, 2023. (4) Includes the Company's former 49% investment in RealSure (operations were ceased in the fourth quarter of 2022), the Company's 50% owned unconsolidated real estate auction joint venture with Sotheby's and other brokerage related investments. The Company recorded a $3 million loss on the sale of a brokerage related investment during the nine months ended September 30, 2023. The Company recorded equity in (earnings) losses from its equity method investments as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Guaranteed Rate Affinity $ (1) $ 3 $ (1) $ 12 Title Insurance Underwriter Joint Venture (2) (2) (4) (5) Other Title Group equity method investments (1) (3) (2) (4) Owned Brokerage Group equity method investments — 4 — 13 Equity in (earnings) losses of unconsolidated entities $ (4) $ 2 $ (7) $ 16 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure | GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill by reporting unit and changes in the carrying amount are as follows: Franchise Group Owned Brokerage Group Title Group Total Balance at December 31, 2022 $ 2,392 $ — $ 131 $ 2,523 Goodwill acquired (a) — 1 — 1 Balance at September 30, 2023 $ 2,392 $ 1 $ 131 $ 2,524 Accumulated impairment losses (b) $ 1,561 $ 1,088 $ 324 $ 2,973 _______________ (a) Goodwill acquired during the nine months ended September 30, 2023 relates to the acquisition of one real estate brokerage operation. (b) Includes impairment charges which reduced goodwill by $394 million during 2022, $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007. Intangible Assets Intangible assets are as follows: As of September 30, 2023 As of December 31, 2022 Gross Accumulated Net Gross Accumulated Net Amortizable—Franchise agreements (a) $ 2,010 $ 1,106 $ 904 $ 2,010 $ 1,056 $ 954 Indefinite life—Trademarks (b) $ 611 $ 611 $ 611 $ 611 Other Intangibles Amortizable—License agreements (c) $ 45 $ 15 $ 30 $ 45 $ 15 $ 30 Amortizable—Customer relationships (d) 456 382 74 456 366 90 Indefinite life—Title plant shares (e) 29 29 28 28 Amortizable—Other (f) 7 6 1 11 9 2 Total Other Intangibles $ 537 $ 403 $ 134 $ 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. (c) Relates to the Sotheby’s International Realty ® and Better Homes and Gardens ® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). (d) Relates to the customer relationships at Franchise Group, Title Group and Owned Brokerage Group. These relationships are being amortized over a period of 7 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: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Franchise agreements $ 17 $ 17 $ 50 $ 50 License agreements — 1 — 1 Customer relationships 5 6 16 16 Other — 1 1 7 Total $ 22 $ 25 $ 67 $ 74 Based on the Company’s amortizable intangible assets as of September 30, 2023, the Company expects related amortization expense for the remainder of 2023, the four succeeding years and thereafter to be approximately $23 million, $89 million, $89 million, $89 million, $74 million and $645 million, respectively. |
Other Current Assets, Accrued E
Other Current Assets, Accrued Expenses And Other Current Liabilities (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Other Current Assets, Accounts Payable, Accrued Liabilities and Other Liabilities Disclosure, Current | OTHER CURRENT ASSETS AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Other current assets consisted of: September 30, 2023 December 31, 2022 Prepaid contracts and other prepaid expenses $ 85 $ 81 Prepaid agent incentives 52 55 Franchisee sales incentives 30 30 Other 31 39 Total other current assets $ 198 $ 205 Accrued expenses and other current liabilities consisted of: September 30, 2023 December 31, 2022 Accrued payroll and related employee costs $ 161 $ 110 Advances from clients 23 15 Accrued volume incentives 26 39 Accrued commissions 44 44 Restructuring accruals 14 14 Deferred income 60 62 Accrued interest 27 40 Current portion of finance lease liabilities 9 11 Due to former parent 37 20 Other 178 115 Total accrued expenses and other current liabilities $ 579 $ 470 |
Short and Long-Term Debt
Short and Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Short And Long-Term Debt | SHORT AND LONG-TERM DEBT Total indebtedness is as follows: September 30, 2023 December 31, 2022 Revolving Credit Facility $ 300 $ 350 Extended Term Loan A 210 221 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 396 394 Total Short-Term & Long-Term Debt $ 2,560 $ 2,849 Securitization Obligations: Apple Ridge Funding LLC $ 170 $ 163 Indebtedness Table As of September 30, 2023, the Company’s borrowing arrangements were as follows: Interest Expiration Principal Amount Unamortized Premium and Debt Issuance Costs Net Amount Revolving Credit Facility (1) (2) July 2027 (3) $ 300 $ * $ 300 Extended Term Loan A (4) (5) February 2025 211 1 210 Senior Secured Second Lien Notes (6) 7.00% April 2030 640 13 627 Senior Notes (6) 5.75% January 2029 576 — 576 Senior Notes (6) 5.25% April 2030 457 6 451 Exchangeable Senior Notes 0.25% June 2026 403 7 396 Total Short-Term & Long-Term Debt $ 2,587 $ 27 $ 2,560 Securitization obligations: (7) Apple Ridge Funding LLC May 2024 $ 170 $ * $ 170 _______________ * The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets. (1) As of September 30, 2023, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of September 30, 2023, there were $300 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit. On October 23, 2023, the Company had $325 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit. (2) Interest rates with respect to revolving loans under the Revolving Credit Facility at September 30, 2023 are based on, at the Company's option, (a) a term Secured Overnight Financing Rate ("SOFR")-based rate including a 10 basis point credit spread adjustment or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. 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 September 30, 2023. (3) The maturity date of the Revolving Credit Facility may spring forward to a date prior to July 2027 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. (4) In May 2023, the Company entered into an amendment to the Term Loan Agreement which replaced London Interbank Offering Rate ("LIBOR") with a Term SOFR-based rate as the applicable benchmark for the Term Loan A Facility (the applicable margin for the Term Loan A Facility remained the same, but the term SOFR-based rate includes a 10 basis points credit spread adjustment). Interest rates with respect to outstanding borrowings under the Extended Term Loan A at September 30, 2023 are based on, at the Company's option, (a) a term SOFR-based rate including a 10 basis point credit spread adjustment or (b) ABR plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. 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 September 30, 2023. (5) The Extended Term Loan A has quarterly amortization payments equal to a percentage per quarter of the original principal amount of $237 million, 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. (6) 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. (7) In June 2023, Anywhere Group extended the existing Apple Ridge Funding LLC securitization program until the end of 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 only, at which time it reverted back to $200 million of borrowing capacity. As of September 30, 2023, the Company had $215 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $170 million being utilized leaving $45 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. 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 $204 million and $206 million of underlying relocation receivables and other related relocation assets at September 30, 2023 and December 31, 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 Condensed Consolidated Balance Sheets. Interest incurred in connection with borrowings under the facility amounted to $4 million and $2 million for the three months ended September 30, 2023 and 2022, respectively, as well as $10 million and $4 million for the nine months ended September 30, 2023 and 2022, respectively. This interest is recorded within net revenues in the accompanying Condensed 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 7.2% and 3.7% for the nine months ended September 30, 2023 and 2022, respectively. Maturities Table As of September 30, 2023, the combined aggregate amount of maturities for long-term borrowings for the remainder of 2023 and each of the next four years is as follows: Year Amount Remaining 2023 (a) $ 304 2024 22 2025 185 2026 403 2027 — _______________ (a) Remaining 2023 includes amortization payments totaling $4 million for the Extended Term Loan A, as well as $300 million of outstanding borrowings under the Revolving Credit Facility which expires in July 2027 (subject to earlier spring maturity) but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $321 million shown on the Condensed Consolidated Balance Sheets consists of four quarters of amortization payments totaling $21 million for the Extended Term Loan A and $300 million of outstanding borrowings under the Revolving Credit Facility. 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, commencing 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 in Note 9, "Short and Long-Term Debt—Unsecured Notes" in Company's Annual Report on Form 10-K for the year ended December 31, 2022. Gain/Loss on the Early Extinguishment of Debt During the nine months ended September 30, 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. As a result of the refinancing transactions in the first quarter of 2022, the Company recorded a loss on the early extinguishment of debt of $92 million, 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 nine months ended September 30, 2022. |
Restructuring Costs (Notes)
Restructuring Costs (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | RESTRUCTURING COSTS Restructuring charges were $9 million and $40 million for the three and nine months ended September 30, 2023, respectively, and $16 million and $23 million for the three and nine months ended September 30, 2022, respectively. The components of the restructuring charges were as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Personnel-related costs (1) $ 3 $ 7 $ 16 $ 9 Facility-related costs (2) 6 9 24 14 Total restructuring charges (3) $ 9 $ 16 $ 40 $ 23 _______________ (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 three months ended September 30, 2023 include $8 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the nine months ended September 30, 2023 include $36 million of expense related to the Operational Efficiencies Plan and $4 million of expense related to prior restructuring plans. Restructuring charges for the three months ended September 30, 2022 include $10 million of expense related to the Operational Efficiencies Plan and $6 million of expense related to prior restructuring plans. Restructuring charges for the nine months ended September 30, 2022 include $10 million of expense related to the Operational Efficiencies Plan and $13 million of expense related to prior restructuring plans. Operational Efficiencies Plan Beginning in the third quarter of 2022, the Company commenced the implementation of a plan ("the Plan") to 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. 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) 16 20 36 Costs paid or otherwise settled (17) (16) (33) Balance at September 30, 2023 $ 9 $ 6 15 _______________ (1) In addition, the Company incurred $10 million of facility-related costs for lease asset impairments in connection with the Plan during the nine months ended September 30, 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 Total amount remaining to be incurred Personnel-related costs $ 31 $ 30 $ 1 Facility-related costs 28 26 2 Total $ 59 $ 56 $ 3 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 Total amount remaining to be incurred Franchise Group $ 11 $ 10 $ 1 Owned Brokerage Group 39 37 2 Title Group 2 2 — Corporate and Other 7 7 — Total $ 59 $ 56 $ 3 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 nine months ended September 30, 2023, the Company incurred $4 million of costs and paid or settled $7 million of costs resulting in a remaining accrual of $9 million at September 30, 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. |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS 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 and outstanding stock-based compensation awards. 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 September 30, 2023 as the closing price of the Company's common stock as of September 30, 2023 was less than the initial exchange price. The f ollowing table sets forth the computation of basic and diluted earnings per share: Three Months Ended Nine Months Ended (In millions, except per share data) 2023 2022 2023 2022 Numerator: Net income attributable to Anywhere shareholders $ 129 $ 55 $ 10 $ 166 Denominator: Weighted average common shares outstanding (denominator for basic earnings per share calculation) 110.5 112.2 110.2 115.3 Dilutive effect of stock-based compensation awards (a) 1.6 1.3 1.4 1.7 Dilutive effect of Exchangeable Senior Notes and warrants (b) — — — — Weighted average common shares outstanding (denominator for diluted earnings per share calculation) 112.1 113.5 111.6 117.0 Earnings per share attributable to Anywhere shareholders: Basic earnings per share $ 1.17 $ 0.49 $ 0.09 $ 1.44 Diluted earnings per share $ 1.15 $ 0.48 $ 0.09 $ 1.42 _______________ (a) The three months ended September 30, 2023 and 2022, respectively, exclude 5.6 million and 5.4 million shares of common stock issuable for incentive equity awards which includes performance share units based on the achievement of target amounts that are anti-dilutive to the diluted earnings per share computation. The nine months ended September 30, 2023 and 2022, respectively, exclude 5.8 million and 5 million shares of common stock issuable for incentive equity awards which includes performance share units based on the achievement of target amounts that are anti-dilutive to the diluted earnings per share computation. (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. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The reportable segments presented below represent the Company’s segments for which separate financial information is available and which is utilized on a regular basis by its chief operating decision maker to assess performance and to allocate resources. In identifying its reportable segments, the Company also considers the nature of services provided by its segments. Management evaluates the operating results of each of its reportable segments based upon revenue and Operating EBITDA. Operating EBITDA is defined by us as net income (loss) before depreciation and amortization, interest expense, net (other than relocation services interest for securitization assets and securitization obligations), income taxes, and other items that are not core to the operating activities of the Company such as restructuring charges, former parent legacy items, gains or losses on the early extinguishment of debt, impairments, gains or losses on discontinued operations and gains or losses on the sale of businesses, investments or other assets. The Company’s presentation of Operating EBITDA may not be comparable to similar measures used by other companies. Revenues (a) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Franchise Group $ 271 $ 306 $ 762 $ 912 Owned Brokerage Group 1,309 1,486 3,604 4,525 Title Group 93 113 265 447 Corporate and Other (b) (89) (97) (245) (299) Total Company $ 1,584 $ 1,808 $ 4,386 $ 5,585 _______________ (a) Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $89 million and $245 million for the three and nine months ended September 30, 2023, respectively, and $97 million and $299 million for the three and nine months ended September 30, 2022, 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 income attributable to Anywhere and Anywhere Group for the three and nine months ended September 30, 2023 and 2022: Operating EBITDA Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Franchise Group $ 155 $ 202 $ 416 $ 544 Owned Brokerage Group (8) (1) (93) (30) Title Group 2 9 (5) 27 Corporate and Other (a) (42) (44) (137) (104) Total Company $ 107 $ 166 $ 181 $ 437 Less: Depreciation and amortization 50 53 149 159 Interest expense, net 37 30 114 76 Income tax expense 45 8 7 52 Restructuring costs, net (b) 9 16 40 23 Impairments (c) 3 3 11 3 Former parent legacy cost, net (d) — 1 17 1 (Gain) loss on the early extinguishment of debt (d) (169) — (169) 92 Loss (gain) on the sale of businesses, investments or other assets, net (e) 3 — 2 (135) Net income attributable to Anywhere and Anywhere Group $ 129 $ 55 $ 10 $ 166 _______________ (a) Includes the elimination of transactions between segments. (b) The three months ended September 30, 2023 includes restructuring charges of $2 million at Franchise Group, $5 million at Owned Brokerage Group, $1 million at Title Group and $1 million at Corporate and Other. The three months ended September 30, 2022 includes restructuring charges of $2 million at Franchise Group, $8 million at Owned Brokerage Group and $6 million at Corporate and Other. The nine months ended September 30, 2023 includes restructuring charges of $8 million at Franchise Group, $23 million at Owned Brokerage Group, $2 million at Title Group and $7 million at Corporate and Other. The nine months ended September 30, 2022 includes restructuring charges of $4 million at Franchise Group, $11 million at Owned Brokerage Group and $8 million at Corporate and Other. (c) Impairments primarily relate to non-cash lease asset and software impairments. (d) Former parent legacy items and (Gain) loss on the early extinguishment of debt are recorded in Corporate and Other. Former parent legacy cost in 2023 relates to recent developments in a legacy tax matter in the first quarter of 2023. Gain on the early extinguishment of debt in 2023 relates to the debt exchange transactions and open market repurchases that occurred during the third quarter of 2023. Loss on the early extinguishment of debt in 2022 relates to the refinancing transactions that occurred during the first quarter of 2022. (e) Loss (gain) on the sale of businesses, investments or other assets, net in 2022 is recorded in Title Group and is related to the sale of the Title Underwriter and subsequent sales of a portion of the Company's ownership in the Title Insurance Underwriter Joint Venture. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income attributable to Anywhere and Anywhere Group | $ 129 | $ 55 | $ 10 | $ 166 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 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 |
Basis Of Presentation Basis of
Basis Of Presentation Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Measurement, Policy | The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level Input: Input Definitions: Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach. The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. The following table summarizes fair value measurements by level at September 30, 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) — — 6 6 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) (2) Fair value of contingent consideration at September 30, 2023 $ 6 The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: September 30, 2023 December 31, 2022 Debt Principal Amount Estimated Principal Amount Estimated Revolving Credit Facility $ 300 $ 300 $ 350 $ 350 Extended Term Loan A 211 210 222 216 7.00% Senior Secured Second Lien Notes 640 578 — — 5.75% Senior Notes 576 415 900 680 5.25% Senior Notes 457 318 1,000 729 0.25% Exchangeable Senior Notes 403 307 403 280 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Income Tax, Policy | Income Taxes The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was an expense of $45 million and $8 million for the three months ended September 30, 2023 and 2022, respectively, and an expense of $7 million and $52 million for the nine months ended September 30, 2023 and 2022, respectively. |
Derivatives, Policy | 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 November 2022 and, as of September 30, 2023, the Company had no interest rate swaps. The Company had not elected to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value was recorded in the Condensed Consolidated Statements of Operations. The gain recognized for interest rate swap contracts was $5 million and $40 million for the three and nine months ended September 30, 2022, respectively, which was recorded in Interest expense in the accompanying Condensed Consolidated Statements of Operations. |
Revenue, Policy | Revenue Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue accounting standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended September 30, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Gross commission income (a) $ — $ — $ 1,293 $ 1,469 $ — $ — $ — $ — $ 1,293 $ 1,469 Service revenue (b) 60 75 6 5 89 109 — — 155 189 Franchise fees (c) 183 208 — — — — (84) (94) 99 114 Other (d) 28 23 10 12 4 4 (5) (3) 37 36 Net revenues $ 271 $ 306 $ 1,309 $ 1,486 $ 93 $ 113 $ (89) $ (97) $ 1,584 $ 1,808 Nine Months Ended September 30, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Gross commission income (a) $ — $ — $ 3,559 $ 4,473 $ — $ — $ — $ — $ 3,559 $ 4,473 Service revenue (b) 177 204 16 17 252 431 — — 445 652 Franchise fees (c) 503 625 — — — — (233) (287) 270 338 Other (d) 82 83 29 35 13 16 (12) (12) 112 122 Net revenues $ 762 $ 912 $ 3,604 $ 4,525 $ 265 $ 447 $ (245) $ (299) $ 4,386 $ 5,585 ______________ (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 following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period: Beginning Balance at January 1, 2023 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2023 Franchise Group: Deferred area development fees (a) $ 40 $ 3 $ (3) $ 40 Deferred brand marketing fund fees (b) 26 56 (61) 21 Deferred outsourcing management fees (c) 4 34 (35) 3 Other deferred income related to revenue contracts 10 27 (26) 11 Total Franchise Group 80 120 (125) 75 Owned Brokerage Group: Advanced commissions related to development business (d) 11 4 (3) 12 Other deferred income related to revenue contracts 3 3 (3) 3 Total Owned Brokerage Group 14 7 (6) 15 Total $ 94 $ 127 $ (131) $ 90 _______________ (a) The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from 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. (b) Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group. (c) The Company earns revenues from outsourcing management fees charged to clients that may cover several of the various relocation services 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. (d) New development closings generally have a development period of between 18 and 24 months from contracted date to closing. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy | Allowance for Doubtful Accounts The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance is performed 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. |
New Accounting Pronouncements, Policy | The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). Recently issued standards were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. |
Earnings Per Share (Policies)
Earnings Per Share (Policies) | 9 Months Ended |
Sep. 30, 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 and outstanding stock-based compensation awards. 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 September 30, 2023 as the closing price of the Company's common stock as of September 30, 2023 was less than the initial exchange price. |
Basis Of Presentation (Tables)
Basis Of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Hierarchy | The following table summarizes fair value measurements by level at September 30, 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) — — 6 6 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) (2) Fair value of contingent consideration at September 30, 2023 $ 6 |
Fair Value, by Balance Sheet Grouping | The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: September 30, 2023 December 31, 2022 Debt Principal Amount Estimated Principal Amount Estimated Revolving Credit Facility $ 300 $ 300 $ 350 $ 350 Extended Term Loan A 211 210 222 216 7.00% Senior Secured Second Lien Notes 640 578 — — 5.75% Senior Notes 576 415 900 680 5.25% Senior Notes 457 318 1,000 729 0.25% Exchangeable Senior Notes 403 307 403 280 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Disaggregation of Revenue | The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended September 30, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Gross commission income (a) $ — $ — $ 1,293 $ 1,469 $ — $ — $ — $ — $ 1,293 $ 1,469 Service revenue (b) 60 75 6 5 89 109 — — 155 189 Franchise fees (c) 183 208 — — — — (84) (94) 99 114 Other (d) 28 23 10 12 4 4 (5) (3) 37 36 Net revenues $ 271 $ 306 $ 1,309 $ 1,486 $ 93 $ 113 $ (89) $ (97) $ 1,584 $ 1,808 Nine Months Ended September 30, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Gross commission income (a) $ — $ — $ 3,559 $ 4,473 $ — $ — $ — $ — $ 3,559 $ 4,473 Service revenue (b) 177 204 16 17 252 431 — — 445 652 Franchise fees (c) 503 625 — — — — (233) (287) 270 338 Other (d) 82 83 29 35 13 16 (12) (12) 112 122 Net revenues $ 762 $ 912 $ 3,604 $ 4,525 $ 265 $ 447 $ (245) $ (299) $ 4,386 $ 5,585 ______________ (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. |
Deferred Revenue by Arrangement | The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period: Beginning Balance at January 1, 2023 Additions during the period Recognized as Revenue during the period Ending Balance at September 30, 2023 Franchise Group: Deferred area development fees (a) $ 40 $ 3 $ (3) $ 40 Deferred brand marketing fund fees (b) 26 56 (61) 21 Deferred outsourcing management fees (c) 4 34 (35) 3 Other deferred income related to revenue contracts 10 27 (26) 11 Total Franchise Group 80 120 (125) 75 Owned Brokerage Group: Advanced commissions related to development business (d) 11 4 (3) 12 Other deferred income related to revenue contracts 3 3 (3) 3 Total Owned Brokerage Group 14 7 (6) 15 Total $ 94 $ 127 $ (131) $ 90 _______________ (a) The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from 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. (b) Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group. (c) The Company earns revenues from outsourcing management fees charged to clients that may cover several of the various relocation services 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. (d) New development closings generally have a development period of between 18 and 24 months from contracted date to closing. |
Investments, Equity Method an_2
Investments, Equity Method and Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The Company's equity method investment balances at September 30, 2023 and December 31, 2022 were as follows: September 30, 2023 December 31, 2022 Guaranteed Rate Affinity (1) $ 73 $ 72 Title Insurance Underwriter Joint Venture (2) 74 75 Other Title Group equity method investments (3) 10 10 Total Title Group equity method investments 157 157 Owned Brokerage Group equity method investments (4) 24 27 Total equity method investments $ 181 $ 184 _______________ (1) The Company's 49.9% minority-owned mortgage origination joint venture with Guaranteed Rate, Inc. (2) The Company’s 25% equity interest in the Title Insurance Underwriter Joint Venture formed on March 29, 2022. During the first quarter of 2023, 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 26% to 25% (see Note 1, "Basis of Presentation — Sale of the Title Insurance Underwriter", for additional information). (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 nine months ended September 30, 2023. (4) Includes the Company's former 49% investment in RealSure (operations were ceased in the fourth quarter of 2022), the Company's 50% owned unconsolidated real estate auction joint venture with Sotheby's and other brokerage related investments. The Company recorded a $3 million loss on the sale of a brokerage related investment during the nine months ended September 30, 2023. |
Investment Income | The Company recorded equity in (earnings) losses from its equity method investments as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Guaranteed Rate Affinity $ (1) $ 3 $ (1) $ 12 Title Insurance Underwriter Joint Venture (2) (2) (4) (5) Other Title Group equity method investments (1) (3) (2) (4) Owned Brokerage Group equity method investments — 4 — 13 Equity in (earnings) losses of unconsolidated entities $ (4) $ 2 $ (7) $ 16 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill by segment and changes in the carrying amount | Goodwill by reporting unit and changes in the carrying amount are as follows: Franchise Group Owned Brokerage Group Title Group Total Balance at December 31, 2022 $ 2,392 $ — $ 131 $ 2,523 Goodwill acquired (a) — 1 — 1 Balance at September 30, 2023 $ 2,392 $ 1 $ 131 $ 2,524 Accumulated impairment losses (b) $ 1,561 $ 1,088 $ 324 $ 2,973 _______________ (a) Goodwill acquired during the nine months ended September 30, 2023 relates to the acquisition of one real estate brokerage operation. (b) Includes impairment charges which reduced goodwill by $394 million during 2022, $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007. |
Intangible Assets | Intangible assets are as follows: As of September 30, 2023 As of December 31, 2022 Gross Accumulated Net Gross Accumulated Net Amortizable—Franchise agreements (a) $ 2,010 $ 1,106 $ 904 $ 2,010 $ 1,056 $ 954 Indefinite life—Trademarks (b) $ 611 $ 611 $ 611 $ 611 Other Intangibles Amortizable—License agreements (c) $ 45 $ 15 $ 30 $ 45 $ 15 $ 30 Amortizable—Customer relationships (d) 456 382 74 456 366 90 Indefinite life—Title plant shares (e) 29 29 28 28 Amortizable—Other (f) 7 6 1 11 9 2 Total Other Intangibles $ 537 $ 403 $ 134 $ 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. (c) Relates to the Sotheby’s International Realty ® and Better Homes and Gardens ® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). (d) Relates to the customer relationships at Franchise Group, Title Group and Owned Brokerage Group. These relationships are being amortized over a period of 7 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 | Intangible asset amortization expense is as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Franchise agreements $ 17 $ 17 $ 50 $ 50 License agreements — 1 — 1 Customer relationships 5 6 16 16 Other — 1 1 7 Total $ 22 $ 25 $ 67 $ 74 |
Other Current Assets, Accrued_2
Other Current Assets, Accrued Expenses And Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of: September 30, 2023 December 31, 2022 Prepaid contracts and other prepaid expenses $ 85 $ 81 Prepaid agent incentives 52 55 Franchisee sales incentives 30 30 Other 31 39 Total other current assets $ 198 $ 205 |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: September 30, 2023 December 31, 2022 Accrued payroll and related employee costs $ 161 $ 110 Advances from clients 23 15 Accrued volume incentives 26 39 Accrued commissions 44 44 Restructuring accruals 14 14 Deferred income 60 62 Accrued interest 27 40 Current portion of finance lease liabilities 9 11 Due to former parent 37 20 Other 178 115 Total accrued expenses and other current liabilities $ 579 $ 470 |
Short And Long-Term Debt (Table
Short And Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Total Indebtedness | Total indebtedness is as follows: September 30, 2023 December 31, 2022 Revolving Credit Facility $ 300 $ 350 Extended Term Loan A 210 221 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 396 394 Total Short-Term & Long-Term Debt $ 2,560 $ 2,849 Securitization Obligations: Apple Ridge Funding LLC $ 170 $ 163 |
Schedule of Debt | As of September 30, 2023, the Company’s borrowing arrangements were as follows: Interest Expiration Principal Amount Unamortized Premium and Debt Issuance Costs Net Amount Revolving Credit Facility (1) (2) July 2027 (3) $ 300 $ * $ 300 Extended Term Loan A (4) (5) February 2025 211 1 210 Senior Secured Second Lien Notes (6) 7.00% April 2030 640 13 627 Senior Notes (6) 5.75% January 2029 576 — 576 Senior Notes (6) 5.25% April 2030 457 6 451 Exchangeable Senior Notes 0.25% June 2026 403 7 396 Total Short-Term & Long-Term Debt $ 2,587 $ 27 $ 2,560 Securitization obligations: (7) Apple Ridge Funding LLC May 2024 $ 170 $ * $ 170 _______________ * The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets. (1) As of September 30, 2023, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of September 30, 2023, there were $300 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit. On October 23, 2023, the Company had $325 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit. (2) Interest rates with respect to revolving loans under the Revolving Credit Facility at September 30, 2023 are based on, at the Company's option, (a) a term Secured Overnight Financing Rate ("SOFR")-based rate including a 10 basis point credit spread adjustment or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. 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 September 30, 2023. (3) The maturity date of the Revolving Credit Facility may spring forward to a date prior to July 2027 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. (4) In May 2023, the Company entered into an amendment to the Term Loan Agreement which replaced London Interbank Offering Rate ("LIBOR") with a Term SOFR-based rate as the applicable benchmark for the Term Loan A Facility (the applicable margin for the Term Loan A Facility remained the same, but the term SOFR-based rate includes a 10 basis points credit spread adjustment). Interest rates with respect to outstanding borrowings under the Extended Term Loan A at September 30, 2023 are based on, at the Company's option, (a) a term SOFR-based rate including a 10 basis point credit spread adjustment or (b) ABR plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. 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 September 30, 2023. (5) The Extended Term Loan A has quarterly amortization payments equal to a percentage per quarter of the original principal amount of $237 million, 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. (6) 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. (7) In June 2023, Anywhere Group extended the existing Apple Ridge Funding LLC securitization program until the end of 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 only, at which time it reverted back to $200 million of borrowing capacity. As of September 30, 2023, the Company had $215 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $170 million being utilized leaving $45 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. 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 $204 million and $206 million of underlying relocation receivables and other related relocation assets at September 30, 2023 and December 31, 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 Condensed Consolidated Balance Sheets. Interest incurred in connection with borrowings under the facility amounted to $4 million and $2 million for the three months ended September 30, 2023 and 2022, respectively, as well as $10 million and $4 million for the nine months ended September 30, 2023 and 2022, respectively. This interest is recorded within net revenues in the accompanying Condensed 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 7.2% and 3.7% for the nine months ended September 30, 2023 and 2022, respectively. |
Schedule of Maturities of Long-term Debt | Year Amount Remaining 2023 (a) $ 304 2024 22 2025 185 2026 403 2027 — _______________ (a) Remaining 2023 includes amortization payments totaling $4 million for the Extended Term Loan A, as well as $300 million of outstanding borrowings under the Revolving Credit Facility which expires in July 2027 (subject to earlier spring maturity) but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $321 million shown on the Condensed Consolidated Balance Sheets consists of four quarters of amortization payments totaling $21 million for the Extended Term Loan A and $300 million of outstanding borrowings under the Revolving Credit Facility. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The components of the restructuring charges were as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Personnel-related costs (1) $ 3 $ 7 $ 16 $ 9 Facility-related costs (2) 6 9 24 14 Total restructuring charges (3) $ 9 $ 16 $ 40 $ 23 _______________ (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 three months ended September 30, 2023 include $8 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the nine months ended September 30, 2023 include $36 million of expense related to the Operational Efficiencies Plan and $4 million of expense related to prior restructuring plans. Restructuring charges for the three months ended September 30, 2022 include $10 million of expense related to the Operational Efficiencies Plan and $6 million of expense related to prior restructuring plans. Restructuring charges for |
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) 16 20 36 Costs paid or otherwise settled (17) (16) (33) Balance at September 30, 2023 $ 9 $ 6 15 _______________ (1) In addition, the Company incurred $10 million of facility-related costs for lease asset impairments in connection with the Plan during the nine months ended September 30, 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 Total amount remaining to be incurred Personnel-related costs $ 31 $ 30 $ 1 Facility-related costs 28 26 2 Total $ 59 $ 56 $ 3 |
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 Total amount remaining to be incurred Franchise Group $ 11 $ 10 $ 1 Owned Brokerage Group 39 37 2 Title Group 2 2 — Corporate and Other 7 7 — Total $ 59 $ 56 $ 3 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | Three Months Ended September 30, 2023 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at June 30, 2023 110.4 $ 1 $ 4,809 $ (3,113) $ (47) $ 3 $ 1,653 Net income — — — 129 — — 129 Stock-based compensation — — 4 — — — 4 Issuance of shares for vesting of equity awards 0.1 — — — — — — Dividends — — — — — (1) (1) Balance at September 30, 2023 110.5 $ 1 $ 4,813 $ (2,984) $ (47) $ 2 $ 1,785 Three Months Ended September 30, 2022 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at June 30, 2022 114.4 $ 1 $ 4,849 $ (2,596) $ (49) $ 4 $ 2,209 Net income — — — 55 — 1 56 Other comprehensive loss — — — — (1) — (1) Repurchase of common stock (4.9) — (52) — — — (52) Stock-based compensation — — 6 — — — 6 Dividends — — — — — (2) (2) Balance at September 30, 2022 109.5 $ 1 $ 4,803 $ (2,541) $ (50) $ 3 $ 2,216 Nine Months Ended September 30, 2023 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2022 109.5 $ 1 $ 4,805 $ (2,994) $ (48) $ 3 $ 1,767 Net income — — — 10 — — 10 Other comprehensive income — — — — 1 — 1 Stock-based compensation — — 12 — — — 12 Issuance of shares for vesting of equity awards 1.6 — — — — — — Shares withheld for taxes on equity awards (0.6) — (4) — — — (4) Dividends — — — — — (1) (1) Balance at September 30, 2023 110.5 $ 1 $ 4,813 $ (2,984) $ (47) $ 2 $ 1,785 Nine Months Ended September 30, 2022 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2021 116.6 $ 1 $ 4,947 $ (2,712) $ (50) $ 6 $ 2,192 Cumulative effect adjustment due to the adoption of ASU 2020-06 — — (53) 5 — — (48) Net income — — — 166 — 3 169 Repurchase of common stock (8.8) — (97) — — — (97) Exercise of stock options 0.1 — 2 — — — 2 Stock-based compensation — — 20 — — — 20 Issuance of shares for vesting of equity awards 2.4 — — — — — — Shares withheld for taxes on equity awards (0.8) — (16) — — — (16) Dividends — — — — — (6) (6) Balance at September 30, 2022 109.5 $ 1 $ 4,803 $ (2,541) $ (50) $ 3 $ 2,216 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The f ollowing table sets forth the computation of basic and diluted earnings per share: Three Months Ended Nine Months Ended (In millions, except per share data) 2023 2022 2023 2022 Numerator: Net income attributable to Anywhere shareholders $ 129 $ 55 $ 10 $ 166 Denominator: Weighted average common shares outstanding (denominator for basic earnings per share calculation) 110.5 112.2 110.2 115.3 Dilutive effect of stock-based compensation awards (a) 1.6 1.3 1.4 1.7 Dilutive effect of Exchangeable Senior Notes and warrants (b) — — — — Weighted average common shares outstanding (denominator for diluted earnings per share calculation) 112.1 113.5 111.6 117.0 Earnings per share attributable to Anywhere shareholders: Basic earnings per share $ 1.17 $ 0.49 $ 0.09 $ 1.44 Diluted earnings per share $ 1.15 $ 0.48 $ 0.09 $ 1.42 _______________ (a) The three months ended September 30, 2023 and 2022, respectively, exclude 5.6 million and 5.4 million shares of common stock issuable for incentive equity awards which includes performance share units based on the achievement of target amounts that are anti-dilutive to the diluted earnings per share computation. The nine months ended September 30, 2023 and 2022, respectively, exclude 5.8 million and 5 million shares of common stock issuable for incentive equity awards which includes performance share units based on the achievement of target amounts that are anti-dilutive to the diluted earnings per share computation. (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. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Revenues | Revenues (a) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Franchise Group $ 271 $ 306 $ 762 $ 912 Owned Brokerage Group 1,309 1,486 3,604 4,525 Title Group 93 113 265 447 Corporate and Other (b) (89) (97) (245) (299) Total Company $ 1,584 $ 1,808 $ 4,386 $ 5,585 _______________ (a) Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $89 million and $245 million for the three and nine months ended September 30, 2023, respectively, and $97 million and $299 million for the three and nine months ended September 30, 2022, respectively. Such amounts are eliminated through the Corporate and Other line. (b) Includes the elimination of transactions between segments. |
Operating EBITDA | Operating EBITDA Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Franchise Group $ 155 $ 202 $ 416 $ 544 Owned Brokerage Group (8) (1) (93) (30) Title Group 2 9 (5) 27 Corporate and Other (a) (42) (44) (137) (104) Total Company $ 107 $ 166 $ 181 $ 437 Less: Depreciation and amortization 50 53 149 159 Interest expense, net 37 30 114 76 Income tax expense 45 8 7 52 Restructuring costs, net (b) 9 16 40 23 Impairments (c) 3 3 11 3 Former parent legacy cost, net (d) — 1 17 1 (Gain) loss on the early extinguishment of debt (d) (169) — (169) 92 Loss (gain) on the sale of businesses, investments or other assets, net (e) 3 — 2 (135) Net income attributable to Anywhere and Anywhere Group $ 129 $ 55 $ 10 $ 166 _______________ (a) Includes the elimination of transactions between segments. (b) The three months ended September 30, 2023 includes restructuring charges of $2 million at Franchise Group, $5 million at Owned Brokerage Group, $1 million at Title Group and $1 million at Corporate and Other. The three months ended September 30, 2022 includes restructuring charges of $2 million at Franchise Group, $8 million at Owned Brokerage Group and $6 million at Corporate and Other. The nine months ended September 30, 2023 includes restructuring charges of $8 million at Franchise Group, $23 million at Owned Brokerage Group, $2 million at Title Group and $7 million at Corporate and Other. The nine months ended September 30, 2022 includes restructuring charges of $4 million at Franchise Group, $11 million at Owned Brokerage Group and $8 million at Corporate and Other. (c) Impairments primarily relate to non-cash lease asset and software impairments. (d) Former parent legacy items and (Gain) loss on the early extinguishment of debt are recorded in Corporate and Other. Former parent legacy cost in 2023 relates to recent developments in a legacy tax matter in the first quarter of 2023. Gain on the early extinguishment of debt in 2023 relates to the debt exchange transactions and open market repurchases that occurred during the third quarter of 2023. Loss on the early extinguishment of debt in 2022 relates to the refinancing transactions that occurred during the first quarter of 2022. (e) Loss (gain) on the sale of businesses, investments or other assets, net in 2022 is recorded in Title Group and is related to the sale of the Title Underwriter and subsequent sales of a portion of the Company's ownership in the Title Insurance Underwriter Joint Venture. |
Supplemental Balance Sheet (Det
Supplemental Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Supplemental Balance Sheet [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current (Parenthetical) | $ 15 | $ 12 |
Basis Of Presentation Sale of t
Basis Of Presentation Sale of the Title Insurance Underwriter (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Mar. 29, 2022 | |
Title Group | ||||||
Sale of the Title Insurance Underwriter [Line Items] | ||||||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 90 | |||||
Title Insurance Underwriter Joint Venture | ||||||
Sale of the Title Insurance Underwriter [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 30% | |||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 1 | $ 4 | ||||
Title Insurance Underwriter Joint Venture | Title Group | ||||||
Sale of the Title Insurance Underwriter [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 26% | 25% | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Title Insurance Underwriter | ||||||
Sale of the Title Insurance Underwriter [Line Items] | ||||||
Disposal Group Consideration Received | $ 210 | |||||
Disposal Group Cash Consideration Received | 208 | |||||
Net Assets Disposed | (166) | |||||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | 152 | |||||
Disposal Group, Including Discontinued Operation, Goodwill, Noncurrent | $ 32 | |||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ (131) |
Basis Of Presentation Financial
Basis Of Presentation Financial Instruments - Fair Value Measurements (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Rollforward [Roll Forward] | ||
Fair value of contingent consideration at December 31, 2022 | $ 12 | |
Additions: contingent consideration related to acquisitions completed during the period | 0 | |
Reductions: payments of contingent consideration | (4) | |
Changes in fair value (reflected in general and administrative expenses) | (2) | |
Fair value of contingent consideration at September 30, 2023 | 6 | |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 1 | $ 1 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 1 | 1 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 0 | 0 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 6 | 12 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | $ 6 | $ 12 |
Basis Of Presentation Financi_2
Basis Of Presentation Financial Instruments - Fair Value Indebtedness Table (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Aug. 24, 2023 | Dec. 31, 2022 | Jan. 27, 2021 | ||
Long-term debt principal amount | $ 2,587 | |||||
Secured Debt | Extended Term Loan A | ||||||
Long-term debt principal amount | 211 | [1],[2] | $ 222 | $ 237 | ||
Long-term debt fair value | [3] | 210 | 216 | |||
Secured Debt | 7.00% Senior Secured Second Lien Notes | ||||||
Long-term debt principal amount | 640 | $ 640 | 0 | |||
Long-term debt fair value | [3] | 578 | 0 | |||
Senior Notes | 5.75% Senior Notes | ||||||
Long-term debt principal amount | 576 | [4] | 900 | |||
Long-term debt fair value | [3] | 415 | 680 | |||
Senior Notes | 5.25% Senior Notes | ||||||
Long-term debt principal amount | 457 | [4] | 1,000 | |||
Long-term debt fair value | [3] | 318 | 729 | |||
Convertible Debt | 0.25% Exchangeable Senior Notes | ||||||
Long-term debt principal amount | 403 | 403 | ||||
Long-term debt fair value | [3] | 307 | 280 | |||
Line of Credit | Revolving Credit Facility | ||||||
Line of credit facility outstanding | 300 | [5],[6],[7] | 350 | |||
Line of credit facility fair value | [3] | $ 300 | $ 350 | |||
[1] In May 2023, the Company entered into an amendment to the Term Loan Agreement which replaced London Interbank Offering Rate ("LIBOR") with a Term SOFR-based rate as the applicable benchmark for the Term Loan A Facility (the applicable margin for the Term Loan A Facility remained the same, but the term SOFR-based rate includes a 10 basis points credit spread adjustment). Interest rates with respect to outstanding borrowings under the Extended Term Loan A at September 30, 2023 are based on, at the Company's option, (a) a term SOFR-based rate including a 10 basis point credit spread adjustment or (b) ABR plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's |
Basis Of Presentation Income Ta
Basis Of Presentation Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 45 | $ 8 | $ 7 | $ 52 |
Basis Of Presentation Derivativ
Basis Of Presentation Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Interest Rate Swap | Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | $ (5) | $ (40) |
Basis Of Presentation Revenue R
Basis Of Presentation Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1] | $ 1,584 | $ 1,808 | $ 4,386 | $ 5,585 |
Corporate, Non-Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1],[2] | (89) | (97) | (245) | (299) |
Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [3] | 1,293 | 1,469 | 3,559 | 4,473 |
Gross commission income | Corporate, Non-Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [3] | 0 | 0 | 0 | 0 |
Service revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [4] | 155 | 189 | 445 | 652 |
Service revenue | Corporate, Non-Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [4] | 0 | 0 | 0 | 0 |
Franchise fees | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [5] | 99 | 114 | 270 | 338 |
Franchise fees | Corporate, Non-Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [5] | (84) | (94) | (233) | (287) |
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | 37 | 36 | 112 | 122 |
Other | Corporate, Non-Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | (5) | (3) | (12) | (12) |
Franchise Group | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1] | 271 | 306 | 762 | 912 |
Franchise Group | Gross commission income | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [3] | 0 | 0 | 0 | 0 |
Franchise Group | Service revenue | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [4] | 60 | 75 | 177 | 204 |
Franchise Group | Franchise fees | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [5] | 183 | 208 | 503 | 625 |
Franchise Group | Other | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | 28 | 23 | 82 | 83 |
Owned Brokerage Group | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1] | 1,309 | 1,486 | 3,604 | 4,525 |
Owned Brokerage Group | Gross commission income | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [3] | 1,293 | 1,469 | 3,559 | 4,473 |
Owned Brokerage Group | Service revenue | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [4] | 6 | 5 | 16 | 17 |
Owned Brokerage Group | Franchise fees | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [5] | 0 | 0 | 0 | 0 |
Owned Brokerage Group | Other | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | 10 | 12 | 29 | 35 |
Title Group | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1] | 93 | 113 | 265 | 447 |
Title Group | Gross commission income | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [3] | 0 | 0 | 0 | 0 |
Title Group | Service revenue | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [4] | 89 | 109 | 252 | 431 |
Title Group | Franchise fees | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [5] | 0 | 0 | 0 | 0 |
Title Group | Other | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | $ 4 | $ 4 | $ 13 | $ 16 |
[1]Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $89 million and $245 million for the three and nine months ended September 30, 2023, respectively, and $97 million and $299 million for the three and nine months ended September 30, 2022, respectively. Such amounts are eliminated through the Corporate and Other line.[2]Includes the elimination of transactions between segments.[3]Gross commission income at Owned Brokerage Group is recognized at a point in time at the closing of a homesale transaction[4]Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service.[5]Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction).[6]Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments. |
Basis Of Presentation Revenue_2
Basis Of Presentation Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Jan. 01, 2023 | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | $ 90 | $ 94 | |
Deferred Revenue, Additions | 127 | ||
Deferred Revenue, Revenue Recognized | (131) | ||
Franchise Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 75 | 80 | |
Deferred Revenue, Additions | 120 | ||
Deferred Revenue, Revenue Recognized | $ (125) | ||
Franchise Group | Minimum | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Outsourcing Management Fees Period | 3 months | ||
Franchise Group | Maximum | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Outsourcing Management Fees Period | 6 months | ||
Franchise Group | International Franchise Rights | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 25 years | ||
Owned Brokerage Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | $ 15 | 14 | |
Deferred Revenue, Additions | 7 | ||
Deferred Revenue, Revenue Recognized | $ (6) | ||
Owned Brokerage Group | Minimum | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
New Development Period | 18 months | ||
Owned Brokerage Group | Maximum | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
New Development Period | 24 months | ||
Area Development Fees | Franchise Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | [1] | $ 40 | 40 |
Deferred Revenue, Additions | [1] | 3 | |
Deferred Revenue, Revenue Recognized | [1] | (3) | |
Brand Marketing Fees | Franchise Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | [2] | 21 | 26 |
Deferred Revenue, Additions | [2] | 56 | |
Deferred Revenue, Revenue Recognized | [2] | (61) | |
Outsourcing Management Fees | Franchise Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | [3] | 3 | 4 |
Deferred Revenue, Additions | [3] | 34 | |
Deferred Revenue, Revenue Recognized | [3] | (35) | |
Deferred Income, Other | Franchise Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 11 | 10 | |
Deferred Revenue, Additions | 27 | ||
Deferred Revenue, Revenue Recognized | (26) | ||
Deferred Income, Other | Owned Brokerage Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | 3 | 3 | |
Deferred Revenue, Additions | 3 | ||
Deferred Revenue, Revenue Recognized | (3) | ||
New Development Business | Owned Brokerage Group | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue | [4] | 12 | $ 11 |
Deferred Revenue, Additions | [4] | 4 | |
Deferred Revenue, Revenue Recognized | [4] | $ (3) | |
[1]The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from 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.[2]Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group.[3]The Company earns revenues from outsourcing management fees charged to clients that may cover several of the various relocation services 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.[4]New development closings generally have a development period of between 18 and 24 months from contracted date to closing. |
Basis of Presentation Supplemen
Basis of Presentation Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Other Significant Noncash Transactions [Line Items] | ||
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 5 | $ 9 |
Title Group | ||
Other Significant Noncash Transactions [Line Items] | ||
Noncash or Part Noncash Acquisition, Investments Acquired | $ 90 |
Investments, Equity Method an_3
Investments, Equity Method and Joint Ventures (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 29, 2022 | ||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investments | $ 181 | $ 181 | $ 184 | |||||
Dividends received from unconsolidated entities | 3 | $ 2 | ||||||
Equity in (earnings) losses of unconsolidated entities | (4) | $ 2 | (7) | 16 | ||||
Payments to Acquire Equity Method Investments | 1 | 18 | ||||||
Title Insurance Underwriter Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 30% | |||||||
Title Group | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investments | 157 | 157 | 157 | |||||
Title Group | Guaranteed Rate Affinity | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investments | [1] | $ 73 | $ 73 | 72 | ||||
Equity Method Investment, Ownership Percentage | 49.90% | 49.90% | ||||||
Equity in (earnings) losses of unconsolidated entities | $ (1) | 3 | $ (1) | 12 | ||||
Title Group | Title Insurance Underwriter Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investments | [2] | $ 74 | $ 74 | 75 | ||||
Equity Method Investment, Ownership Percentage | 25% | 25% | 26% | |||||
Equity in (earnings) losses of unconsolidated entities | $ (2) | (2) | $ (4) | (5) | ||||
Title Group | Other Title Group's Equity Method Investments | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investments | [3] | 10 | 10 | 10 | ||||
Dividends received from unconsolidated entities | 3 | |||||||
Equity in (earnings) losses of unconsolidated entities | (1) | (3) | (2) | (4) | ||||
Payments to Acquire Equity Method Investments | 1 | |||||||
Owned Brokerage Group | Owned Brokerage Group's Equity Method Investments | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investments | [4] | 24 | 24 | $ 27 | ||||
Equity in (earnings) losses of unconsolidated entities | $ 0 | $ 4 | 0 | $ 13 | ||||
Loss on Sale of Investments | $ (3) | |||||||
Owned Brokerage Group | RealSure Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 49% | |||||||
Owned Brokerage Group | Real Estate Auction Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 5,000% | |||||||
[1]The Company's 49.9% minority-owned mortgage origination joint venture with Guaranteed Rate, Inc.[2]The Company’s 25% equity interest in the Title Insurance Underwriter Joint Venture formed on March 29, 2022. During the first quarter of 2023, 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 26% to 25% (see Note 1, "Basis of Presentation — Sale of the Title Insurance Underwriter", for additional information). |
Goodwill (Details)
Goodwill (Details) $ in Millions | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 USD ($) real_estate_brokerage_operations | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2008 USD ($) | Dec. 31, 2007 USD ($) | ||
Goodwill [Roll Forward] | |||||||
Balance at December 31, 2022 | $ 2,523 | ||||||
Goodwill acquired (a) | [1] | 1 | |||||
Balance at September 30, 2023 | 2,524 | $ 2,523 | |||||
Accumulated Impairment Losses | [2] | 2,973 | |||||
Impairment Loss | 394 | $ 540 | $ 253 | $ 1,279 | $ 507 | ||
Franchise Group | |||||||
Goodwill [Roll Forward] | |||||||
Balance at December 31, 2022 | 2,392 | ||||||
Goodwill acquired (a) | [1] | 0 | |||||
Balance at September 30, 2023 | 2,392 | 2,392 | |||||
Accumulated Impairment Losses | [2] | 1,561 | |||||
Owned Brokerage Group | |||||||
Goodwill [Roll Forward] | |||||||
Balance at December 31, 2022 | 0 | ||||||
Goodwill acquired (a) | [1] | 1 | |||||
Balance at September 30, 2023 | 1 | 0 | |||||
Accumulated Impairment Losses | [2] | $ 1,088 | |||||
Number of Businesses Acquired | real_estate_brokerage_operations | 1 | ||||||
Title Group | |||||||
Goodwill [Roll Forward] | |||||||
Balance at December 31, 2022 | $ 131 | ||||||
Goodwill acquired (a) | [1] | 0 | |||||
Balance at September 30, 2023 | 131 | $ 131 | |||||
Accumulated Impairment Losses | [2] | $ 324 | |||||
[1]Goodwill acquired during the nine months ended September 30, 2023 relates to the acquisition of one real estate brokerage operation.[2]Includes impairment charges which reduced goodwill by $394 million during 2022, $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007. |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Carrying amount of total other intangibles | $ 537 | $ 540 | |
Accumulated Amortization | 403 | 390 | |
Net carrying amount of finite-lived and indefinite-lived intangible assets | 134 | 150 | |
Indefinite life—Trademarks (b) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [1] | 611 | 611 |
Indefinite life—Title plant shares (e) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [2] | 29 | 28 |
Amortizable—Franchise agreements (a) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [3] | 2,010 | 2,010 |
Accumulated Amortization | [3] | 1,106 | 1,056 |
Net carrying amount of finite-lived intangible assets | [3] | 904 | 954 |
Amortizable—License agreements (c) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [4] | 45 | 45 |
Accumulated Amortization | [4] | 15 | 15 |
Net carrying amount of finite-lived intangible assets | [4] | $ 30 | 30 |
Amortization period | 50 years | ||
Amortizable—Customer relationships (d) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [5] | $ 456 | 456 |
Accumulated Amortization | [5] | 382 | 366 |
Net carrying amount of finite-lived intangible assets | [5] | 74 | 90 |
Amortizable—Other (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [6] | 7 | 11 |
Accumulated Amortization | [6] | 6 | 9 |
Net carrying amount of finite-lived intangible assets | [6] | $ 1 | $ 2 |
Franchise Group | Amortizable—Franchise agreements (a) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 30 years | ||
Minimum | Amortizable—Customer relationships (d) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 7 years | ||
Minimum | Amortizable—Other (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 3 years | ||
Maximum | Amortizable—Customer relationships (d) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 20 years | ||
Maximum | Amortizable—Other (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 5 years | ||
[1]Primarily related to real estate franchise, title and relocation trademarks which are expected to generate future cash flows for an indefinite period of time.[2]Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time.[3]Generally amortized over a period of 30 years.[4] Relates to the Sotheby’s International Realty ® and Better Homes and Gardens ® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). Relates to the customer relationships at Franchise Group, Title Group and Owned Brokerage Group. These relationships are being amortized over a period of 7 to 20 years. |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) Years | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Years | Sep. 30, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 22 | $ 25 | $ 67 | $ 74 |
The number of succeeding years for which amortization expense is disclosed | Years | 4 | 4 | ||
Amortization expense for the remainder of the Year | $ 23 | $ 23 | ||
Amortization expense for Year One | 89 | 89 | ||
Amortization expense for Year Two | 89 | 89 | ||
Amortization expense for Year Three | 89 | 89 | ||
Amortization expense for Year Four | 74 | 74 | ||
Amortization expense Thereafter | 645 | 645 | ||
Amortizable—Franchise agreements (a) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 17 | 17 | 50 | 50 |
Amortizable—License agreements (c) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 0 | 1 | 0 | 1 |
Amortizable—Customer relationships (d) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 5 | 6 | 16 | 16 |
Amortizable—Other (f) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 0 | $ 1 | $ 1 | $ 7 |
Other Current Assets, Accrued_3
Other Current Assets, Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid contracts and other prepaid expenses | $ 85 | $ 81 |
Prepaid agent incentives | 52 | 55 |
Franchisee sales incentives | 30 | 30 |
Other | 31 | 39 |
Other current assets | 198 | 205 |
Accrued payroll and related employee costs | 161 | 110 |
Advances from clients | 23 | 15 |
Accrued volume incentives | 26 | 39 |
Accrued commissions | 44 | 44 |
Restructuring accruals | 14 | 14 |
Deferred income | 60 | 62 |
Accrued interest | 27 | 40 |
Current portion of finance lease liabilities | 9 | 11 |
Due to former parent | 37 | 20 |
Other | 178 | 115 |
Accrued expenses and other current liabilities | $ 579 | $ 470 |
Short And Long-Term Debt Schedu
Short And Long-Term Debt Schedule of Total Indebtedness (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | $ 2,560 | ||
Total Short-Term & Long-Term Debt | 2,560 | $ 2,849 | |
Securitization obligations | 170 | 163 | |
Secured Debt | Extended Term Loan A | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 210 | [1],[2] | 221 |
Secured Debt | 7.00% Senior Secured Second Lien Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 627 | 0 | |
Senior Notes | 5.75% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 576 | [3] | 899 |
Senior Notes | 5.25% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 451 | [3] | 985 |
Convertible Debt | 0.25% Exchangeable Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 396 | 394 | |
Line of Credit | Revolving Credit Facility | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Line of credit facility outstanding | 300 | [4],[5],[6] | 350 |
Securitization obligation | Apple Ridge Funding LLC | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Securitization obligations | $ 170 | [7] | $ 163 |
[1] In May 2023, the Company entered into an amendment to the Term Loan Agreement which replaced London Interbank Offering Rate ("LIBOR") with a Term SOFR-based rate as the applicable benchmark for the Term Loan A Facility (the applicable margin for the Term Loan A Facility remained the same, but the term SOFR-based rate includes a 10 basis points credit spread adjustment). Interest rates with respect to outstanding borrowings under the Extended Term Loan A at September 30, 2023 are based on, at the Company's option, (a) a term SOFR-based rate including a 10 basis point credit spread adjustment or (b) ABR plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's |
Short And Long-Term Debt Indebt
Short And Long-Term Debt Indebtedness Table (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 23, 2023 | Oct. 16, 2023 | Aug. 24, 2023 | Jul. 17, 2023 | Dec. 31, 2022 | Jan. 27, 2021 | ||||
Principal Amount | |||||||||||||
Long-term debt principal amount | $ 2,587 | $ 2,587 | |||||||||||
Securitization obligations | 170 | 170 | $ 163 | ||||||||||
Unamortized Premium and Debt Issuance Costs | |||||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 27 | 27 | |||||||||||
Net Amount | |||||||||||||
Outstanding borrowings, long-term debt | 2,560 | 2,560 | |||||||||||
Securitization obligations | 170 | $ 170 | 163 | ||||||||||
SOFR | |||||||||||||
Net Amount | |||||||||||||
Description of variable interest rate basis | SOFR | ||||||||||||
ABR | |||||||||||||
Net Amount | |||||||||||||
Description of variable interest rate basis | ABR | ||||||||||||
Securitization obligation | |||||||||||||
Net Amount | |||||||||||||
Relocation receivables and other related relocation assets that collateralize securitization obligations | 204 | $ 204 | 206 | ||||||||||
Interest Expense, Debt | $ 4 | $ 2 | $ 10 | $ 4 | |||||||||
Weighted average interest rate, securitization obligations | 7.20% | 3.70% | 7.20% | 3.70% | |||||||||
Revolving Credit Facility | Line of Credit | |||||||||||||
Principal Amount | |||||||||||||
Line of credit facility outstanding | $ 300 | [1],[2],[3] | $ 300 | [1],[2],[3] | 350 | ||||||||
Net Amount | |||||||||||||
Outstanding borrowings, short-term debt, line of credit facility | 300 | [1],[2],[3] | 300 | [1],[2],[3] | 350 | ||||||||
Total capacity, short-term debt, line of credit facility | 1,100 | 1,100 | |||||||||||
Line of credit facility outstanding | 300 | [1],[2],[3] | $ 300 | [1],[2],[3] | 350 | ||||||||
Revolving Credit Facility | Line of Credit | SOFR | Less than 2.00 to 1.00 | |||||||||||||
Net Amount | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||||||
Revolving Credit Facility | Line of Credit | ABR | Less than 2.00 to 1.00 | |||||||||||||
Net Amount | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||||||||
Revolving Credit Facility | Line of Credit | Subsequent Event | |||||||||||||
Principal Amount | |||||||||||||
Line of credit facility outstanding | $ 325 | ||||||||||||
Net Amount | |||||||||||||
Outstanding borrowings, short-term debt, line of credit facility | 325 | ||||||||||||
Line of credit facility outstanding | 325 | ||||||||||||
Revolving Credit Facility | Letter of Credit | |||||||||||||
Principal Amount | |||||||||||||
Line of credit facility outstanding | 34 | $ 34 | |||||||||||
Net Amount | |||||||||||||
Outstanding borrowings, short-term debt, line of credit facility | 34 | 34 | |||||||||||
Line of credit facility outstanding | 34 | 34 | |||||||||||
Revolving Credit Facility | Letter of Credit | Subsequent Event | |||||||||||||
Principal Amount | |||||||||||||
Line of credit facility outstanding | 34 | ||||||||||||
Net Amount | |||||||||||||
Outstanding borrowings, short-term debt, line of credit facility | 34 | ||||||||||||
Line of credit facility outstanding | $ 34 | ||||||||||||
Extended Term Loan A | Secured Debt | |||||||||||||
Principal Amount | |||||||||||||
Long-term debt principal amount | 211 | [4],[5] | 211 | [4],[5] | 222 | $ 237 | |||||||
Unamortized Premium and Debt Issuance Costs | |||||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [4],[5] | 1 | 1 | ||||||||||
Net Amount | |||||||||||||
Outstanding borrowings, long-term debt | $ 210 | [4],[5] | $ 210 | [4],[5] | 221 | ||||||||
Extended Term Loan A | Secured Debt | June 2021 to March 2022 | |||||||||||||
Net Amount | |||||||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 0.625% | 0.625% | |||||||||||
Extended Term Loan A | Secured Debt | June 2022 to March 2023 | |||||||||||||
Net Amount | |||||||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.25% | 1.25% | |||||||||||
Extended Term Loan A | Secured Debt | June 2023 to March 2024 | |||||||||||||
Net Amount | |||||||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.875% | 1.875% | |||||||||||
Extended Term Loan A | Secured Debt | June 2024 and thereafter | |||||||||||||
Net Amount | |||||||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 2.50% | 2.50% | |||||||||||
Extended Term Loan A | Line of Credit | SOFR | Less than 2.00 to 1.00 | |||||||||||||
Net Amount | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||||||
Extended Term Loan A | Line of Credit | ABR | Less than 2.00 to 1.00 | |||||||||||||
Net Amount | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||||||||
7.00% Senior Secured Second Lien Notes | Secured Debt | |||||||||||||
Principal Amount | |||||||||||||
Long-term debt principal amount | $ 640 | $ 640 | $ 640 | 0 | |||||||||
Unamortized Premium and Debt Issuance Costs | |||||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 13 | 13 | |||||||||||
Net Amount | |||||||||||||
Outstanding borrowings, long-term debt | $ 627 | $ 627 | 0 | ||||||||||
Interest Rate | 7% | 7% | 7% | ||||||||||
5.75% Senior Notes | Senior Notes | |||||||||||||
Principal Amount | |||||||||||||
Long-term debt principal amount | $ 576 | [6] | $ 576 | [6] | 900 | ||||||||
Unamortized Premium and Debt Issuance Costs | |||||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [6] | 0 | 0 | ||||||||||
Net Amount | |||||||||||||
Outstanding borrowings, long-term debt | $ 576 | [6] | $ 576 | [6] | 899 | ||||||||
Interest Rate | 5.75% | 5.75% | |||||||||||
5.25% Senior Notes | Senior Notes | |||||||||||||
Principal Amount | |||||||||||||
Long-term debt principal amount | $ 457 | [6] | $ 457 | [6] | 1,000 | ||||||||
Unamortized Premium and Debt Issuance Costs | |||||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [6] | 6 | 6 | ||||||||||
Net Amount | |||||||||||||
Outstanding borrowings, long-term debt | $ 451 | [6] | $ 451 | [6] | 985 | ||||||||
Interest Rate | 5.25% | 5.25% | |||||||||||
0.25% Exchangeable Senior Notes | Convertible Debt | |||||||||||||
Principal Amount | |||||||||||||
Long-term debt principal amount | $ 403 | $ 403 | 403 | ||||||||||
Unamortized Premium and Debt Issuance Costs | |||||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 7 | 7 | |||||||||||
Net Amount | |||||||||||||
Outstanding borrowings, long-term debt | $ 396 | $ 396 | 394 | ||||||||||
Interest Rate | 0.25% | 0.25% | |||||||||||
Apple Ridge Funding LLC | Securitization obligation | |||||||||||||
Principal Amount | |||||||||||||
Securitization obligations | $ 170 | [7] | $ 170 | [7] | 163 | ||||||||
Net Amount | |||||||||||||
Securitization obligations | 170 | [7] | 170 | [7] | $ 163 | ||||||||
Total capacity, securitization obligations | 215 | 215 | $ 215 | ||||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 45 | $ 45 | |||||||||||
Apple Ridge Funding LLC | Securitization obligation | Subsequent Event | |||||||||||||
Net Amount | |||||||||||||
Total capacity, securitization obligations | $ 200 | ||||||||||||
[1]As of September 30, 2023, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of September 30, 2023, there were $300 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit. On October 23, 2023, the Company had $325 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit.[2]Interest rates with respect to revolving loans under the Revolving Credit Facility at September 30, 2023 are based on, at the Company's option, (a) a term Secured Overnight Financing Rate ("SOFR")-based rate including a 10 basis point credit spread adjustment or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. 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 September 30, 2023.[3]The maturity date of the Revolving Credit Facility may spring forward to a date prior to July 2027 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.[4] In May 2023, the Company entered into an amendment to the Term Loan Agreement which replaced London Interbank Offering Rate ("LIBOR") with a Term SOFR-based rate as the applicable benchmark for the Term Loan A Facility (the applicable margin for the Term Loan A Facility remained the same, but the term SOFR-based rate includes a 10 basis points credit spread adjustment). Interest rates with respect to outstanding borrowings under the Extended Term Loan A at September 30, 2023 are based on, at the Company's option, (a) a term SOFR-based rate including a 10 basis point credit spread adjustment or (b) ABR plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's |
Short And Long-Term Debt Maturi
Short And Long-Term Debt Maturities Table (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2024 | Dec. 31, 2022 | |||
Maturities of Long-term Debt | ||||||
Remaining 2023 (a) | [1] | $ 304 | ||||
2024 | 22 | |||||
2025 | 185 | |||||
2026 | 403 | |||||
2027 | $ 0 | |||||
Long-term Debt Maturities, Years Presented | 4 years | |||||
Current portion of long-term debt | $ 321 | $ 366 | ||||
Extended Term Loan A | Scenario, Forecast | Secured Debt | ||||||
Maturities of Long-term Debt | ||||||
Debt Instrument, Periodic Payment, Principal | $ 4 | $ 21 | ||||
Revolving Credit Facility | Line of Credit | ||||||
Maturities of Long-term Debt | ||||||
Line of credit facility outstanding | $ 300 | [2],[3],[4] | $ 350 | |||
[1]Remaining 2023 includes amortization payments totaling $4 million for the Extended Term Loan A, as well as $300 million of outstanding borrowings under the Revolving Credit Facility which expires in July 2027 (subject to earlier spring maturity) but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $321 million shown on the Condensed Consolidated Balance Sheets consists of four quarters of amortization payments totaling $21 million for the Extended Term Loan A and $300 million of outstanding borrowings under the Revolving Credit Facility.[2]As of September 30, 2023, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of September 30, 2023, there were $300 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit. On October 23, 2023, the Company had $325 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit.[3]Interest rates with respect to revolving loans under the Revolving Credit Facility at September 30, 2023 are based on, at the Company's option, (a) a term Secured Overnight Financing Rate ("SOFR")-based rate including a 10 basis point credit spread adjustment or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended September 30, 2023.[4]The maturity date of the Revolving Credit Facility may spring forward to a date prior to July 2027 as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. |
Short and Long-Term Debt Debt T
Short and Long-Term Debt Debt Transactions (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2023 | Aug. 24, 2023 | Dec. 31, 2022 | ||
Schedule of Total Indebtedness [Line Items] | ||||
Long-term Debt, Gross | $ 2,587 | |||
7.00% Senior Secured Second Lien Notes | Secured Debt | ||||
Schedule of Total Indebtedness [Line Items] | ||||
Long-term Debt, Gross | $ 640 | $ 640 | $ 0 | |
Interest Rate | 7% | 7% | ||
7.00% Senior Secured Second Lien Notes | Secured Debt | Significant Noteholder Exchange | ||||
Schedule of Total Indebtedness [Line Items] | ||||
Long-term Debt, Gross | $ 218 | |||
7.00% Senior Secured Second Lien Notes | Secured Debt | Exchange Offers | ||||
Schedule of Total Indebtedness [Line Items] | ||||
Long-term Debt, Gross | 422 | |||
5.75% Senior Notes | Senior Notes | ||||
Schedule of Total Indebtedness [Line Items] | ||||
Long-term Debt, Gross | $ 576 | [1] | 900 | |
Interest Rate | 5.75% | |||
Debt Instrument, Repurchase Amount | 298 | |||
Principal Amount of Debt Repurchased | $ 26 | |||
5.75% Senior Notes | Senior Notes | Significant Noteholder Exchange | ||||
Schedule of Total Indebtedness [Line Items] | ||||
Debt Instrument, Repurchase Amount | 55 | |||
5.75% Senior Notes | Senior Notes | Exchange Offers | ||||
Schedule of Total Indebtedness [Line Items] | ||||
Debt Instrument, Repurchase Amount | 243 | |||
5.25% Senior Notes | Senior Notes | ||||
Schedule of Total Indebtedness [Line Items] | ||||
Long-term Debt, Gross | $ 457 | [1] | $ 1,000 | |
Interest Rate | 5.25% | |||
Debt Instrument, Repurchase Amount | 503 | |||
Principal Amount of Debt Repurchased | $ 40 | |||
5.25% Senior Notes | Senior Notes | Significant Noteholder Exchange | ||||
Schedule of Total Indebtedness [Line Items] | ||||
Debt Instrument, Repurchase Amount | 218 | |||
5.25% Senior Notes | Senior Notes | Exchange Offers | ||||
Schedule of Total Indebtedness [Line Items] | ||||
Debt Instrument, Repurchase Amount | 285 | |||
5.75% Senior Notes and 5.25% Senior Notes | Senior Notes | ||||
Schedule of Total Indebtedness [Line Items] | ||||
Principal Amount of Debt Repurchased | $ 48 | |||
5.75% Senior Notes and 5.25% Senior Notes | Senior Notes | Significant Noteholder Exchange | ||||
Schedule of Total Indebtedness [Line Items] | ||||
Debt Instrument, Repurchase Amount | $ 273 | |||
[1]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. |
Short And Long-Term Debt Senior
Short And Long-Term Debt Senior Secured Second Lien Notes (Details) | Sep. 30, 2023 | Aug. 24, 2023 |
7.00% Senior Secured Second Lien Notes | Secured Debt | ||
Schedule of Total Indebtedness [Line Items] | ||
Interest Rate | 7% | 7% |
5.75% Senior Notes | Senior Notes | ||
Schedule of Total Indebtedness [Line Items] | ||
Interest Rate | 5.75% | |
5.25% Senior Notes | Senior Notes | ||
Schedule of Total Indebtedness [Line Items] | ||
Interest Rate | 5.25% |
Short And Long-Term Debt Loss o
Short And Long-Term Debt Loss on the Early Extinguishment of Debt (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 01, 2023 | Aug. 24, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Debt Instrument [Line Items] | ||||||||
Gain (Loss) on Extinguishment of Debt | [1] | $ (169) | $ 0 | $ (169) | $ 92 | |||
Cash paid for fees associated with early extinguishment of debt | $ 80 | $ 2 | $ 80 | |||||
5.75% Senior Notes and 5.25% Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain (Loss) on Extinguishment of Debt | $ (18) | $ (151) | ||||||
7.625% Senior Secured Second Lien Notes | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest Rate | 762.50% | 762.50% | ||||||
9.375% Senior Notes | Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest Rate | 937.50% | 937.50% | ||||||
[1]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 recent 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 relates to the refinancing transactions that occurred during the first quarter of 2022. |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | [1],[2] | $ 9 | $ 16 | $ 40 | $ 23 | |
Corporate, Non-Segment | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | 1 | 6 | 7 | 8 | ||
Operational Efficiencies Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2022 | 12 | |||||
Restructuring costs, net | 8 | 10 | 36 | [3] | 10 | |
Costs paid or otherwise settled | (33) | |||||
Balance at September 30, 2023 | 15 | 15 | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 59 | 59 | ||||
Amount incurred to date | 56 | 56 | ||||
Total amount remaining to be incurred | 3 | 3 | ||||
Operational Efficiencies Program | Corporate, Non-Segment | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 7 | 7 | ||||
Amount incurred to date | 7 | 7 | ||||
Total amount remaining to be incurred | 0 | 0 | ||||
Operational Efficiencies Program | Franchise Group | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 11 | 11 | ||||
Amount incurred to date | 10 | 10 | ||||
Total amount remaining to be incurred | 1 | 1 | ||||
Operational Efficiencies Program | Owned Brokerage Group | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 39 | 39 | ||||
Amount incurred to date | 37 | 37 | ||||
Total amount remaining to be incurred | 2 | 2 | ||||
Operational Efficiencies Program | Title Group | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 2 | 2 | ||||
Amount incurred to date | 2 | 2 | ||||
Total amount remaining to be incurred | 0 | 0 | ||||
Prior restructuring programs | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2022 | 12 | |||||
Restructuring costs, net | 1 | 6 | 4 | 13 | ||
Costs paid or otherwise settled | (7) | |||||
Balance at September 30, 2023 | 9 | 9 | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount remaining to be incurred | 20 | 20 | ||||
Personnel Related | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | [4] | 3 | 7 | 16 | 9 | |
Personnel Related | Operational Efficiencies Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2022 | 10 | |||||
Restructuring costs, net | [3] | 16 | ||||
Costs paid or otherwise settled | (17) | |||||
Balance at September 30, 2023 | 9 | 9 | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 31 | 31 | ||||
Amount incurred to date | 30 | 30 | ||||
Total amount remaining to be incurred | 1 | 1 | ||||
Facility Related | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | [5] | 6 | $ 9 | 24 | $ 14 | |
Facility Related | Operational Efficiencies Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2022 | 2 | |||||
Restructuring costs, net | [3] | 20 | ||||
Costs paid or otherwise settled | (16) | |||||
Balance at September 30, 2023 | 6 | 6 | ||||
Other Asset Impairment Charges | 10 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 28 | 28 | ||||
Amount incurred to date | 26 | 26 | ||||
Total amount remaining to be incurred | $ 2 | $ 2 | ||||
[1] (b) The three months ended September 30, 2023 includes restructuring charges of $2 million at Franchise Group, $5 million at Owned Brokerage Group, $1 million at Title Group and $1 million at Corporate and Other. The three months ended September 30, 2022 includes restructuring charges of $2 million at Franchise Group, $8 million at Owned Brokerage Group and $6 million at Corporate and Other. The nine months ended September 30, 2023 includes restructuring charges of $8 million at Franchise Group, $23 million at Owned Brokerage Group, $2 million at Title Group and $7 million at Corporate and Other. The nine months ended September 30, 2022 includes restructuring charges of $4 million at Franchise Group, $11 million at Owned Brokerage Group and $8 million at Corporate and Other. |
Commitments And Contingencies (
Commitments And Contingencies (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 31, 2006 Independent_Companies | |
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Litigation The Company is involved in claims, legal proceedings, alternative dispute resolution and governmental inquiries 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. 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, including antitrust litigation, litigation related to the TCPA, and worker classification litigation. 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 Quarterly 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. In addition, the Company believes that additional antitrust litigation may be possible, including an additional purported class action recently filed against NAR and other competitors who were not parties to any of the prior antitrust class action litigation. 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 member brokers that require listing brokers to make 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. A date for the preliminary approval hearing has not yet been set, but the Company expects it will likely occur before year-end. Under the terms of the proposed nationwide Anywhere Settlement, which is subject to both preliminary and 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; (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. O n 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 preliminary and 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. 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. On April 24, 2023, the Court vacated the April 27, 2023 hearing and pretrial conference and set the jury trial to commence on May 15, 2023, and on May 25, 2023 set a jury trial date for January 29, 2024 and a pretrial conference for January 11, 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; • 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 $37 million at September 30, 2023 and $20 million at December 31, 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 the reserve for this legacy tax matter in the first quarter of 2023 and as of September 30, 2023 the reserve is $37 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 $816 million at September 30, 2023 and while these deposits are not assets of the Company (and therefore are excluded from the accompanying Condensed Consolidated Balance Sheets), the Company remains contingently liable for the disposition of these deposits. | ||
Loss Contingencies [Line Items] | |||
Cendant Spin-off Number of New Independent Companies | Independent_Companies | 4 | ||
Number of New Independent Companies per Cendant Business Unit | Independent_Companies | 1 | ||
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% | ||
Guaranty Arrangement Percentage of Obligations Assumed by Wyndham | 37.50% | ||
Due to former parent | $ 37,000 | $ 20,000 | |
Noninterest-bearing deposit liabilities | 816,000 | ||
Maximum | |||
Loss Contingencies [Line Items] | |||
Cash, FDIC insured amount | $ 250 |
Equity (Details)
Equity (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Feb. 16, 2022 | Jan. 01, 2022 | |
Statement of Equity Table [Line Items] | |||||||
Beginning Balance | 109,480,357 | ||||||
Ending Balance | 110,484,931 | 110,484,931 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | $ 1,653 | $ 2,209 | $ 1,767 | $ 2,192 | |||
Additional paid-in capital | 4,813 | 4,813 | $ 4,805 | ||||
Accumulated deficit | (2,984) | (2,984) | (2,994) | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,785 | 2,216 | 1,785 | 2,216 | 1,767 | ||
Net income | 129 | 56 | 10 | 169 | |||
Other comprehensive income (loss) | 0 | (1) | 1 | 0 | |||
Shares Repurchased and Retired During Period, Value | (52) | (97) | |||||
Stock-based compensation | 4 | 6 | 12 | 20 | |||
Issuance of shares for vesting of equity awards | 0 | 0 | 0 | ||||
Shares withheld for taxes on equity awards | (4) | (16) | |||||
Exercise of stock options | 2 | ||||||
Dividends declared | (1) | (2) | (1) | (6) | |||
Ending Balance | 1,785 | $ 2,216 | 1,785 | $ 2,216 | |||
Shares Authorized under Stock Repurchase Program, | $ 300 | ||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 203 | $ 203 | |||||
Accounting Standards Update 2020-06 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Additional paid-in capital | $ (53) | ||||||
Accumulated deficit | 5 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (48) | ||||||
Common Stock | |||||||
Statement of Equity Table [Line Items] | |||||||
Beginning Balance | 110,400,000 | 114,400,000 | 109,500,000 | 116,600,000 | |||
Shares Repurchased and Retired During Period, Shares | (4,900,000) | (8,800,000) | |||||
Issuance of shares for vesting of equity awards | 100,000 | 1,600,000 | 2,400,000 | ||||
Shares withheld for taxes on equity awards | (600,000) | (800,000) | |||||
Exercise of stock options | 100,000 | ||||||
Ending Balance | 110,500,000 | 109,500,000 | 110,500,000 | 109,500,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | $ 1 | $ 1 | $ 1 | $ 1 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1 | 1 | 1 | 1 | 1 | ||
Ending Balance | 1 | 1 | 1 | 1 | |||
Additional Paid-In Capital | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | 4,809 | 4,849 | 4,805 | 4,947 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 4,813 | 4,803 | 4,813 | 4,803 | 4,805 | ||
Shares Repurchased and Retired During Period, Value | (52) | (97) | |||||
Stock-based compensation | 4 | 6 | 12 | 20 | |||
Shares withheld for taxes on equity awards | (4) | (16) | |||||
Exercise of stock options | 2 | ||||||
Ending Balance | 4,813 | 4,803 | 4,813 | 4,803 | |||
Accumulated Deficit | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | (3,113) | (2,596) | (2,994) | (2,712) | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (2,984) | (2,541) | (2,984) | (2,541) | (2,994) | ||
Net income | 129 | 55 | 10 | 166 | |||
Ending Balance | (2,984) | (2,541) | (2,984) | (2,541) | |||
Accumulated Other Comprehensive Loss | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | (47) | (49) | (48) | (50) | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (47) | (50) | (47) | (50) | (48) | ||
Other comprehensive income (loss) | (1) | 1 | |||||
Ending Balance | (47) | (50) | (47) | (50) | |||
Non- controlling Interests | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beginning Balance | 3 | 4 | 3 | 6 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2 | 3 | 2 | 3 | $ 3 | ||
Net income | 1 | 3 | |||||
Dividends declared, Noncontrolling Interest | (1) | (2) | (1) | (6) | |||
Ending Balance | $ 2 | $ 3 | $ 2 | $ 3 |
Equity Stock-Based Compensation
Equity Stock-Based Compensation (Details) - $ / shares shares in Thousands | 3 Months Ended | |
May 03, 2023 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized | 5,000 | |
Restricted Stock Units (RSUs) | ||
Non Options Granted in Period | 1,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5.80 | |
Performance Shares | ||
Non Options Granted in Period | 1,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.76 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 02, 2021 | ||
Earnings Per Share [Line Items] | ||||||
Net income attributable to Anywhere and Anywhere Group | $ 129 | $ 55 | $ 10 | $ 166 | ||
Weighted average common shares outstanding, Basic | 110.5 | 112.2 | 110.2 | 115.3 | ||
Dilutive effect of stock-based compensation | [1] | 1.6 | 1.3 | 1.4 | 1.7 | |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | [2] | 0 | 0 | 0 | 0 | |
Weighted average common shares outstanding, Diluted | 112.1 | 113.5 | 111.6 | 117 | ||
Basic earnings per share | $ 1.17 | $ 0.49 | $ 0.09 | $ 1.44 | ||
Diluted earnings per share | $ 1.15 | $ 0.48 | $ 0.09 | $ 1.42 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5.6 | 5.4 | 5.8 | 5 | ||
0.25% Exchangeable Senior Notes | Convertible Debt | ||||||
Earnings Per Share [Line Items] | ||||||
Debt Instrument, Convertible, Conversion Price | $ 24.49 | |||||
[1]The three months ended September 30, 2023 and 2022, respectively, exclude 5.6 million and 5.4 million shares of common stock issuable for incentive equity awards which includes performance share units based on the achievement of target amounts that are anti-dilutive to the diluted earnings per share computation. The nine months ended September 30, 2023 and 2022, respectively, exclude 5.8 million and 5 million shares of common stock issuable for incentive equity awards which includes performance share units based on the achievement of target amounts that are anti-dilutive to the diluted earnings per share computation.[2]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. |
Segment Information - Revenues
Segment Information - Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1] | $ 1,584 | $ 1,808 | $ 4,386 | $ 5,585 |
Corporate, Non-Segment | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | (89) | (97) | (245) | (299) |
Franchise Group | Operating Segments | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1] | 271 | 306 | 762 | 912 |
Franchise Group | Royalties and Marketing Fees | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | 89 | 97 | 245 | 299 | |
Owned Brokerage Group | Operating Segments | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1] | 1,309 | 1,486 | 3,604 | 4,525 |
Title Group | Operating Segments | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1] | $ 93 | $ 113 | $ 265 | $ 447 |
[1]Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $89 million and $245 million for the three and nine months ended September 30, 2023, respectively, and $97 million and $299 million for the three and nine months ended September 30, 2022, respectively. Such amounts are eliminated through the Corporate and Other line.[2]Includes the elimination of transactions between segments. |
Segment Information - Operating
Segment Information - Operating EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Segment Reporting Information [Line Items] | |||||
Operating EBITDA | $ 107 | $ 166 | $ 181 | $ 437 | |
Depreciation and amortization | 50 | 53 | 149 | 159 | |
Interest expense, net | 37 | 30 | 114 | 76 | |
Income tax expense | 45 | 8 | 7 | 52 | |
Restructuring costs, net | [1],[2] | 9 | 16 | 40 | 23 |
Impairments | [3] | 3 | 3 | 11 | 3 |
Former parent legacy cost, net | [4] | 0 | 1 | 17 | 1 |
(Gain) loss on the early extinguishment of debt | [4] | (169) | 0 | (169) | 92 |
Loss (gain) on the sale of businesses, investments or other assets, net | [5] | 3 | 0 | 2 | (135) |
Net income attributable to Anywhere and Anywhere Group | 129 | 55 | 10 | 166 | |
Corporate, Non-Segment | |||||
Segment Reporting Information [Line Items] | |||||
Operating EBITDA | [6] | (42) | (44) | (137) | (104) |
Restructuring costs, net | 1 | 6 | 7 | 8 | |
Franchise Group | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating EBITDA | 155 | 202 | 416 | 544 | |
Restructuring costs, net | 2 | 2 | 8 | 4 | |
Owned Brokerage Group | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating EBITDA | (8) | (1) | (93) | (30) | |
Restructuring costs, net | 5 | 8 | 23 | 11 | |
Title Group | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating EBITDA | 2 | $ 9 | (5) | $ 27 | |
Restructuring costs, net | $ 1 | $ 2 | |||
[1] (b) The three months ended September 30, 2023 includes restructuring charges of $2 million at Franchise Group, $5 million at Owned Brokerage Group, $1 million at Title Group and $1 million at Corporate and Other. The three months ended September 30, 2022 includes restructuring charges of $2 million at Franchise Group, $8 million at Owned Brokerage Group and $6 million at Corporate and Other. The nine months ended September 30, 2023 includes restructuring charges of $8 million at Franchise Group, $23 million at Owned Brokerage Group, $2 million at Title Group and $7 million at Corporate and Other. The nine months ended September 30, 2022 includes restructuring charges of $4 million at Franchise Group, $11 million at Owned Brokerage Group and $8 million at Corporate and Other. |