Cover Page and DEI Document and
Cover Page and DEI Document and Entity Information - $ / shares | 6 Months Ended | ||
Jun. 30, 2024 | Jul. 30, 2024 | Dec. 31, 2023 | |
Entity Information [Line Items] | |||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Jun. 30, 2024 | ||
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 | 111,273,147 | ||
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 | 2024 | ||
Document Fiscal Period Focus | Q2 | ||
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 | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Revenues [Abstract] | |||||
Net revenues | [1] | $ 1,669 | $ 1,671 | $ 2,795 | $ 2,802 |
Expenses | |||||
Commission and other agent-related costs | 1,108 | 1,092 | 1,834 | 1,815 | |
Operating | 285 | 299 | 558 | 585 | |
Marketing | 47 | 56 | 92 | 105 | |
General and administrative | 93 | 104 | 192 | 227 | |
Former parent legacy cost, net | [2] | 1 | 1 | 2 | 17 |
Restructuring costs, net | [3],[4] | 7 | 6 | 18 | 31 |
Impairments | [5] | 2 | 4 | 8 | 8 |
Depreciation and amortization | 48 | 49 | 103 | 99 | |
Interest expense, net | 40 | 39 | 79 | 77 | |
Other income, net | 0 | (1) | (1) | (2) | |
Total expenses | 1,631 | 1,649 | 2,885 | 2,962 | |
Income (loss) before income taxes, equity in earnings and noncontrolling interests | 38 | 22 | (90) | (160) | |
Income tax expense (benefit) | 11 | 8 | (17) | (38) | |
Equity in earnings of unconsolidated entities | (3) | (5) | (2) | (3) | |
Net income (loss) | 30 | 19 | (71) | (119) | |
Less: Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 | |
Net income (loss) attributable to Anywhere and Anywhere Group | $ 30 | $ 19 | $ (71) | $ (119) | |
Earnings (loss) per share attributable to Anywhere shareholders: | |||||
Basic earnings (loss) per share | $ 0.27 | $ 0.17 | $ (0.64) | $ (1.08) | |
Diluted earnings (loss) per share | $ 0.27 | $ 0.17 | $ (0.64) | $ (1.08) | |
Weighted average common and common equivalent shares of Anywhere outstanding: | |||||
Basic | 111.2 | 110.4 | 110.9 | 110.1 | |
Diluted | 111.9 | 111.3 | 110.9 | 110.1 | |
Gross commission income | |||||
Revenues [Abstract] | |||||
Net revenues | [6] | $ 1,376 | $ 1,363 | $ 2,283 | $ 2,266 |
Service revenue | |||||
Revenues [Abstract] | |||||
Net revenues | [7] | 159 | 163 | 278 | 290 |
Franchise fees | |||||
Revenues [Abstract] | |||||
Net revenues | [8] | 101 | 102 | 171 | 171 |
Other | |||||
Revenues [Abstract] | |||||
Net revenues | [9] | $ 33 | $ 43 | $ 63 | $ 75 |
[1] Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $92 million and $156 million for the three and six months ended June 30, 2024, respectively, and $93 million and $156 million for the three and six months ended June 30, 2023, respectively. Such amounts are eliminated through the Corporate and Other line. Former parent legacy cost is recorded in Corporate and Other and relates to a legacy tax matter. (b) The three months ended June 30, 2024 includes restructuring charges of $2 million at Franchise Group, $1 million at Owned Brokerage Group, $1 million at Title Group and $3 million at Corporate and Other. The three months ended June 30, 2023 includes restructuring charges of $4 million at Owned Brokerage Group , $1 million at Title Group and $1 million at Corporate and Other. The six months ended June 30, 2024 includes restructuring charges of $3 million at Franchise Group, $7 million at Owned Brokerage Group, $1 million at Title Group and $7 million at Corporate and Other. The six months ended June 30, 2023 includes restructuring charges of $6 million at Franchise Group, $18 million at Owned Brokerage Group, $1 million at Title Group and $6 million at Corporate and Other. Restructuring charges for the three months ended June 30, 2024 include $6 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the three months ended June 30, 2023 include $5 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the six months ended June 30, 2024 include $16 million of expense related to the Operational Efficiencies Plan and $2 million of expense related to prior restructuring plans. Restructuring charges for the six months ended June 30, 2023 include $28 million of expense related to the Operational Efficiencies Plan and $3 million of expense related to prior restructuring plans. Non-cash impairments primarily related to leases and other assets. Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service. Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 30 | $ 19 | $ (71) | $ (119) |
Currency translation adjustment | 0 | 0 | (1) | 0 |
Defined benefit pension plan—amortization of actuarial gain (loss) to periodic pension cost | 0 | 0 | 0 | 1 |
Other comprehensive (loss) income, before tax | 0 | 0 | (1) | 1 |
Income tax expense related to items of other comprehensive income amounts | 0 | 0 | 0 | 0 |
Other comprehensive (loss) income, net of tax | 0 | 0 | (1) | 1 |
Comprehensive income (loss) | 30 | 19 | (72) | (118) |
Less: comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Anywhere and Anywhere Group | $ 30 | $ 19 | $ (72) | $ (118) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 128 | $ 106 |
Restricted cash | 9 | 13 |
Trade receivables (net of allowance for doubtful accounts of $18 for both periods presented) | 126 | 105 |
Relocation receivables | 209 | 138 |
Other current assets | 219 | 218 |
Total current assets | 691 | 580 |
Property and equipment, net | 254 | 280 |
Operating lease assets, net | 361 | 380 |
Goodwill | 2,499 | 2,499 |
Trademarks | 586 | 586 |
Franchise agreements, net | 854 | 887 |
Other intangibles, net | 117 | 127 |
Other non-current assets | 484 | 500 |
Total assets | 5,846 | 5,839 |
Current liabilities: | ||
Accounts payable | 105 | 99 |
Securitization obligations | 152 | 115 |
Current portion of long-term debt | 606 | 307 |
Current portion of operating lease liabilities | 112 | 113 |
Accrued expenses and other current liabilities | 523 | 573 |
Total current liabilities | 1,498 | 1,207 |
Long-term debt | 2,054 | 2,235 |
Long-term operating lease liabilities | 314 | 333 |
Deferred income taxes | 189 | 207 |
Other non-current liabilities | 177 | 176 |
Total liabilities | 4,232 | 4,158 |
Equity: | ||
Anywhere preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued and outstanding at June 30, 2024 and December 31, 2023 | $ 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, 111,243,246 shares issued and outstanding at June 30, 2024 and 110,488,093 shares issued and outstanding at December 31, 2023 | $ 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 | 111,243,246 | 110,488,093 |
Additional paid-in capital | $ 4,818 | $ 4,813 |
Accumulated deficit | (3,162) | (3,091) |
Accumulated other comprehensive loss | (45) | (44) |
Total stockholders' equity | 1,612 | 1,679 |
Noncontrolling interests | 2 | 2 |
Total equity | 1,614 | 1,681 |
Total liabilities and equity | $ 5,846 | $ 5,839 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Operating Activities | |||
Net income (loss) | $ (71) | $ (119) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 103 | 99 | |
Deferred income taxes | (19) | (39) | |
Impairments | [1] | 8 | 8 |
Amortization of deferred financing costs and debt premium | 4 | 4 | |
Gain on the sale of businesses, investments or other assets, net | 0 | (1) | |
Equity in earnings of unconsolidated entities | (2) | (3) | |
Stock-based compensation | 8 | 8 | |
Other adjustments to net loss | (2) | (3) | |
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | |||
Trade receivables | (21) | 58 | |
Relocation receivables | (71) | (46) | |
Other assets | 40 | 36 | |
Accounts payable, accrued expenses and other liabilities | (52) | (16) | |
Dividends received from unconsolidated entities | 1 | 2 | |
Other, net | (9) | (8) | |
Net cash used in operating activities | (83) | (20) | |
Investing Activities | |||
Property and equipment additions | (36) | (34) | |
Payments for acquisitions, net of cash acquired | 0 | (1) | |
Net proceeds from the sale of businesses | 0 | 8 | |
Proceeds from the sale of investments in unconsolidated entities | 0 | 6 | |
Other, net | 1 | 1 | |
Net cash used in investing activities | (35) | (20) | |
Financing Activities | |||
Net change in Revolving Credit Facility | 125 | 0 | |
Amortization payments on term loan facilities | (10) | (7) | |
Net change in securitization obligations | 37 | 38 | |
Taxes paid related to net share settlement for stock-based compensation | (3) | (4) | |
Other, net | (13) | (18) | |
Net cash provided by financing activities | 136 | 9 | |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 0 | 1 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 18 | (30) | |
Cash, cash equivalents and restricted cash, beginning of period | 119 | 218 | |
Cash, cash equivalents and restricted cash, end of period | 137 | 188 | |
Supplemental Disclosure of Cash Flow Information | |||
Payments to Acquire Retained Interest in Securitized Receivables | 4 | 6 | |
Interest Paid, Excluding Capitalized Interest, Operating Activities | 79 | 82 | |
Income tax payments, net | $ 1 | $ 3 | |
[1] Non-cash impairments primarily related to leases and other assets. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | EQUITY Condensed Consolidated Statement of Changes in Equity for Anywhere Three Months Ended June 30, 2024 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at March 31, 2024 111.1 $ 1 $ 4,814 $ (3,192) $ (45) $ 2 $ 1,580 Net income — — — 30 — — 30 Stock-based compensation — — 4 — — — 4 Issuance of shares for vesting of equity awards 0.1 — — — — — — Dividends — — — — — (1) (1) Contributions from non-controlling interests — — — — — 1 1 Balance at June 30, 2024 111.2 $ 1 $ 4,818 $ (3,162) $ (45) $ 2 $ 1,614 Three Months Ended June 30, 2023 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at March 31, 2023 110.4 $ 1 $ 4,805 $ (3,132) $ (47) $ 3 $ 1,630 Net income — — — 19 — — 19 Stock-based compensation — — 4 — — — 4 Issuance of shares for vesting of equity awards 0.1 — — — — — — Shares withheld for taxes on equity awards (0.1) — — — — — — Balance at June 30, 2023 110.4 $ 1 $ 4,809 $ (3,113) $ (47) $ 3 $ 1,653 Six Months Ended June 30, 2024 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2023 110.5 $ 1 $ 4,813 $ (3,091) $ (44) $ 2 $ 1,681 Net loss — — — (71) — — (71) Other comprehensive loss — — — — (1) — (1) Stock-based compensation — — 8 — — — 8 Issuance of shares for vesting of equity awards 1.2 — — — — — — Shares withheld for taxes on equity awards (0.5) — (3) — — — (3) Dividends — — — — — (1) (1) Contributions from non-controlling interests — — — — — 1 1 Balance at June 30, 2024 111.2 $ 1 $ 4,818 $ (3,162) $ (45) $ 2 $ 1,614 Six Months Ended June 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 loss — — — (119) — — (119) Other comprehensive income — — — — 1 — 1 Stock-based compensation — — 8 — — — 8 Issuance of shares for vesting of equity awards 1.5 — — — — — — Shares withheld for taxes on equity awards (0.6) — (4) — — — (4) Balance at June 30, 2023 110.4 $ 1 $ 4,809 $ (3,113) $ (47) $ 3 $ 1,653 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 condensed 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 June 30, 2024, $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 2024, the Company granted restricted stock units related to 1.3 million shares with a grant date fair value of $6.09 and performance share units ("PSU") related to 1.3 million shares with a grant date fair value of $6.44. The Company granted all time-based equity awards in the form of restricted stock units which are subject to ratable vesting over a three-year period. During the first quarter of 2024, the Company incorporated investor feedback in the design of its 2024 long-term incentive program in an effort to reduce volatility of payouts. The Company redesigned the PSU award tied to free cash flow achieved over a three-year period. Specifically, free cash flow targets are now set annually instead of a three-year cumulative goal set at the beginning of the three-year cycle, with the actual payout being the average of the payouts of the three separate annual achievements, subject to further adjustment based upon how Anywhere's common stock performed against a peer group over the three-year period. The actual payout, if any, will be subject to a 15% +/- adjustment if the total stockholder return of Anywhere's common stock is at or above the 75th percentile or below the 25th percentile of the total stockholder return of the peer group the Company's Compensation and Talent Management Committee uses to benchmark executive compensation (subject to additional weighting for the Company's direct peers in that peer group). With the foregoing change, the Company eliminated the separate PSU awards tied to the total stockholder return of Anywhere's common stock relative to the total stockholder return of the S&P MidCap 400 index, referred to as our RTSR PSU units. |
Basis Of Presentation
Basis Of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
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 (loss) 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 June 30, 2024 and the results of operations and comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023 and cash flows for the six months ended June 30, 2024 and 2023. The Consolidated Balance Sheet at December 31, 2023 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, 2023. The Company reports its operations in the following 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 global relocation services operation through Cartus ® Relocation Services ("Cartus") and lead generation activities through Anywhere Leads Inc. ("Leads Group"). • Anywhere Advisors ("Owned Brokerage Group") —operates a full-service real estate brokerage business 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. 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 June 30, 2024 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) — — 3 3 The following table summarizes fair value measurements by level at December 31, 2023 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 1 $ — $ — $ 1 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 The 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, 2023 $ 4 Additions: contingent consideration related to acquisitions completed during the period — Reductions: payments of contingent consideration (1) Changes in fair value (reflected in general and administrative expenses) — Fair value of contingent consideration at June 30, 2024 $ 3 The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: June 30, 2024 December 31, 2023 Debt Principal Amount Estimated Principal Amount Estimated Revolving Credit Facility $ 410 $ 410 $ 285 $ 285 Term Loan A Facility 196 195 206 205 7.00% Senior Secured Second Lien Notes 640 523 640 590 5.75% Senior Notes 576 349 576 448 5.25% Senior Notes 457 271 457 336 0.25% Exchangeable Senior Notes 403 324 403 314 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. Equity Method Investments At June 30, 2024, the Company had various equity method investments totaling $179 million recorded on the other non-current assets line on the accompanying Condensed Consolidated Balance Sheets. Although the Company holds certain governance rights, it lacks controlling financial or operational interests in these investments. The Company recorded equity in (earnings) losses from its equity method investments as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Guaranteed Rate Affinity (1) $ — $ (2) $ 2 $ — Title Insurance Underwriter Joint Venture (2) (1) (1) (1) (2) Other equity method investments (3) (2) (2) (3) (1) Equity in earnings of unconsolidated entities $ (3) $ (5) $ (2) $ (3) _______________ (1) The Company's 49.9% minority-owned mortgage origination joint venture with Guaranteed Rate, Inc. ("Guaranteed Rate Affinity") at Title Group had an investment balance of $65 million and $67 million at June 30, 2024 and December 31, 2023, respectively. (2) The Company's 25% equity interest in the Title Insurance Underwriter Joint Venture at Title Group had an investment balance of $75 million and $74 million at June 30, 2024 and December 31, 2023, respectively. (3) The Company's various other equity method investments at Title Group and Brokerage Group had a total investment balance of $39 million and $37 million at June 30, 2024 and December 31, 2023, respectively. 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 $11 million and $8 million for the three months ended June 30, 2024 and 2023, respectively, and a benefit of $17 million and $38 million for the six months ended June 30, 2024 and 2023, respectively. 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 June 30, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Gross commission income (a) $ — $ — $ 1,376 $ 1,363 $ — $ — $ — $ — $ 1,376 $ 1,363 Service revenue (b) 55 62 7 6 97 95 — — 159 163 Franchise fees (c) 190 191 — — — — (89) (89) 101 102 Other (d) 20 31 10 11 6 5 (3) (4) 33 43 Net revenues $ 265 $ 284 $ 1,393 $ 1,380 $ 103 $ 100 $ (92) $ (93) $ 1,669 $ 1,671 Six Months Ended June 30, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Gross commission income (a) $ — $ — $ 2,283 $ 2,266 $ — $ — $ — $ — $ 2,283 $ 2,266 Service revenue (b) 101 117 11 10 166 163 — — 278 290 Franchise fees (c) 321 320 — — — — (150) (149) 171 171 Other (d) 43 54 18 19 8 9 (6) (7) 63 75 Net revenues $ 465 $ 491 $ 2,312 $ 2,295 $ 174 $ 172 $ (156) $ (156) $ 2,795 $ 2,802 ______________ (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, 2024 Additions during the period Recognized as Revenue during the period Ending Balance at June 30, 2024 Franchise Group: Deferred area development fees (a) $ 39 $ 1 $ (3) $ 37 Deferred brand marketing fund fees (b) 19 35 (34) 20 Deferred outsourcing management fees (c) 3 22 (20) 5 Other deferred income related to revenue contracts 8 17 (11) 14 Total Franchise Group 69 75 (68) 76 Owned Brokerage Group: Advanced commissions related to development business (d) 12 4 (3) 13 Other deferred income related to revenue contracts 3 3 (1) 5 Total Owned Brokerage Group 15 7 (4) 18 Total $ 84 $ 82 $ (72) $ 94 _______________ (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 $3 million and $4 million during the six months ended June 30, 2024 and 2023, respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities. Leases The Company's lease obligations as of June 30, 2024 have not changed materially from the amounts reported in the 2023 Form 10-K. Recently Issued Accounting Pronouncements The Company systematically reviews and evaluates the relevance and implications of all Accounting Standards Updates ("ASUs"). While recently issued standards not expressly listed below were scrutinized, they were deemed either inapplicable or anticipated to not have a material impact on the Company's consolidated financial position or results of operations. The FASB issued ASU 2023-07, " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" . This standard does not alter the methodology employed by the Company in identifying its operating segments, aggregating those operating segments or applying the quantitative thresholds to determine its reportable segments. Instead, the new standard adds required disclosures concerning significant segment expenses that are regularly provided to or easily computed from information regularly provided to by the chief operating decision maker ("CODM") and included within the Company's reported measure of segment profit of loss, as well as certain other disclosures. The new standard also allows disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance by the CODM. Furthermore, certain annual disclosures will be required on an interim basis. The new standard is effective for annual financial statements of public business entities for fiscal years beginning after December 15, 2023 and in interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The new guidance should be adopted retrospectively unless impracticable. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures. The FASB issued ASU 2023-09, " Income Taxes (Topic 740): Improvements to Income Tax Disclosures" . This standard includes enhanced income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid for annual periods. The new standard is effective for annual financial statements of public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The new guidance should be adopted on a prospective basis with retrospective application permitted. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures. SEC Rule on Climate-Related Disclosures In March 2024, the SEC adopted final regulations aimed at improving and streamlining climate-related disclosures for publicly traded companies and in public offerings. These regulations represent the SEC's response to investors' calls for more uniform, comparable, and trustworthy data regarding the financial implications of climate-related risks on a company's operations, as well as its strategies for managing such risks. The registrants will be required to provide disclosure, subject to existing audit requirements, regarding the effects of severe weather events and other natural conditions on the financial statements; financial information related to certain carbon offsets and renewable energy certificates; and material impacts on financial estimates and assumptions that are due to severe weather events and other natural conditions or disclosed climate-related targets or transition plans. Additional disclosure requirements will include: material direct and indirect (Scope 1 and Scope 2) greenhouse gas emissions; governance and oversight of material climate-related risks; the material impact of climate risks on the company’s strategy, results of operations and financial condition; risk management processes for material climate-related risks; and material climate targets and goals. The final rule was scheduled to become effective May 28, 2024, however, the SEC has voluntarily stayed the rule's effective date pending judicial review of consolidated challenges to those rules by the U.S. Court of Appeals for the Eighth Circuit. Pending the resolution of the legal challenges, the final rule provides phase-in periods for compliance with the earliest compliance period applying to large accelerated filers for their annual reports for fiscal year 2025 (filed in 2026). The compliance period begins for annual reports for fiscal year 2026 (filed in 2027) for accelerated filers, with additional delays for smaller companies and greenhouse gas emissions related and certain other disclosures. The SEC final rules follow on the heels of the California climate legislation that will require public and private companies that do business in California to disclose their greenhouse gas emissions and their climate-related financial risks. The Company is currently evaluating the impact of the new laws and regulations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Notes) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure | GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying amount of Goodwill and Accumulated impairment losses by reportable segment are as follows: Franchise Group Owned Brokerage Group Title Group Total Goodwill (gross) at December 31, 2023 $ 3,953 $ 1,089 $ 455 $ 5,497 Goodwill acquired — — — — Goodwill reduction — — — — Goodwill (gross) at June 30, 2024 3,953 1,089 455 5,497 Accumulated impairment losses at December 31, 2023 (1,586) (1,088) (324) (2,998) Goodwill impairment — — — — Accumulated impairment losses at June 30, 2024 (a) (1,586) (1,088) (324) (2,998) Goodwill (net) at June 30, 2024 $ 2,367 $ 1 $ 131 $ 2,499 _______________ (a) Includes impairment charges which reduced goodwill by $25 million during 2023, $394 million during 2022, $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007. Intangible Assets Intangible assets are as follows: As of June 30, 2024 As of December 31, 2023 Gross Accumulated Net Gross Accumulated Net Amortizable—Franchise agreements (a) $ 2,010 $ 1,156 $ 854 $ 2,010 $ 1,123 $ 887 Indefinite life—Trademarks (b) $ 586 $ 586 $ 586 $ 586 Other Intangibles Amortizable—License agreements (c) $ 45 $ 16 $ 29 $ 45 $ 16 $ 29 Amortizable—Customer relationships (d) 454 396 58 454 385 69 Indefinite life—Title plant shares (e) 29 29 28 28 Amortizable—Other (f) 7 6 1 7 6 1 Total Other Intangibles $ 535 $ 418 $ 117 $ 534 $ 407 $ 127 _______________ (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 which are being amortized over a period of 10 to 20 years. (e) Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. (f) Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 3 to 5 years. Intangible asset amortization expense is as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Franchise agreements $ 17 $ 16 $ 33 $ 33 Customer relationships 5 6 11 11 Other 1 — 1 1 Total $ 23 $ 22 $ 45 $ 45 Based on the Company’s amortizable intangible assets as of June 30, 2024, the Company expects related amortization expense for the remainder of 2024, the four succeeding years and thereafter to be approximately $45 million, $89 million, $89 million, $74 million, $68 million and $577 million, respectively. |
Other Current Assets, Accrued E
Other Current Assets, Accrued Expenses And Other Current Liabilities (Notes) | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, 2024 December 31, 2023 Prepaid contracts and other prepaid expenses $ 90 $ 78 Prepaid agent incentives 43 49 Franchisee sales incentives 29 30 Other 57 61 Total other current assets $ 219 $ 218 Accrued expenses and other current liabilities consisted of: June 30, 2024 December 31, 2023 Accrued payroll and related employee costs $ 119 $ 158 Advances from clients 28 29 Accrued volume incentives 21 28 Accrued commissions 44 34 Restructuring accruals 14 14 Deferred income 65 53 Accrued interest 36 34 Current portion of finance lease liabilities 8 9 Due to former parent 40 38 Other 148 176 Total accrued expenses and other current liabilities $ 523 $ 573 |
Short and Long-Term Debt
Short and Long-Term Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Short And Long-Term Debt | SHORT AND LONG-TERM DEBT Total indebtedness is as follows: June 30, 2024 December 31, 2023 Revolving Credit Facility $ 410 $ 285 Term Loan A Facility 196 206 7.00% Senior Secured Second Lien Notes 629 627 5.75% Senior Notes 576 576 5.25% Senior Notes 451 451 0.25% Exchangeable Senior Notes 398 397 Total Short-Term & Long-Term Debt $ 2,660 $ 2,542 Securitization Obligations: Apple Ridge Funding LLC $ 152 $ 115 Indebtedness Table As of June 30, 2024, 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) $ 410 $ * $ 410 Term Loan A Facility (4) (5) February 2025 196 — 196 Senior Secured Second Lien Notes 7.00% April 2030 640 11 629 Senior Notes 5.75% January 2029 576 — 576 Senior Notes 5.25% April 2030 457 6 451 Exchangeable Senior Notes 0.25% June 2026 403 5 398 Total Short-Term & Long-Term Debt $ 2,682 $ 22 $ 2,660 Securitization obligations: (6) Apple Ridge Funding LLC May 2025 $ 152 $ * $ 152 _______________ * 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 June 30, 2024, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of June 30, 2024, there were $410 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On July 30, 2024, the Company had $400 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. (2) The interest rate with respect to revolving loans under the Revolving Credit Facility at June 30, 2024 is based on, at the Company's option, Term Secured Overnight Financing Rate (" SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to 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 June 30, 2024. (3) The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. (4) The i nterest rate with respect to outstanding borrowings under the Term Loan A Facility at June 30, 2024 is based on, at the Company's option, Term SOFR plus a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the 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 June 30, 2024. (5) The Term Loan A Facility provides for quarterly amortization payments based on a percentage of the original principal amount of $237 million as follows: 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 Term Loan A Facility due at maturity on February 8, 2025. (6) In May 2024, Anywhere Group extended the existing Apple Ridge Funding LLC securitization program until May 30, 2025. As of June 30, 2024, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $152 million being utilized leaving $48 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 $214 million and $146 million of underlying relocation receivables and other related relocation assets at June 30, 2024 and December 31, 2023, 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 $2 million and $3 million for the three months ended June 30, 2024 and 2023, respectively, as well as $4 million and $6 million for the six months ended June 30, 2024 and 2023, 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 8.4% and 7.1% for the six months ended June 30, 2024 and 2023, respectively. Maturities Table As of June 30, 2024, the combined aggregate amount of maturities for long-term borrowings for the remainder of 2024 and each of the next four years is as follows: Year Amount Remaining 2024 (a) $ 422 2025 184 2026 403 2027 — 2028 — _______________ (a) Remaining 2024 includes amortization payments totaling $12 million for the Term Loan A Facility, as well as $410 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 $606 million shown on the Condensed Consolidated Balance Sheets consists of $410 million of outstanding borrowings under the Revolving Credit Facility and $196 million of outstanding borrowings under the Term Loan A Facility expiring February 8, 2025. |
Restructuring Costs (Notes)
Restructuring Costs (Notes) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | RESTRUCTURING COSTS Restructuring charges were $7 million and $18 million for the three and six months ended June 30, 2024, respectively, and $6 million and $31 million for the three and six months ended June 30, 2023, respectively. The components of the restructuring charges were as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Personnel-related costs (1) $ 5 $ 2 $ 10 $ 13 Facility-related costs (2) 2 4 8 18 Total restructuring charges (3) $ 7 $ 6 $ 18 $ 31 _______________ (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 June 30, 2024 include $6 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the three months ended June 30, 2023 include $5 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the six months ended June 30, 2024 include $16 million of expense related to the Operational Efficiencies Plan and $2 million of expense related to prior restructuring plans. Restructuring charges for the six months ended June 30, 2023 include $28 million of expense related to the Operational Efficiencies Plan and $3 million of expense related to prior restructuring plans. Operational Efficiencies Plan The Company is actively executing its strategic Operational Efficiencies Plan ("the Plan"). In response to housing market trends, a significant workforce reduction occurred in January 2023. Additional costs in 2024 relate primarily to facility closures as part of ongoing Plan execution. The Company’s broader cost reduction initiatives include digital transformation efforts and technology investments in efforts to support its independent sales agents, franchisees and consumers. 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, 2023 $ 10 $ 4 $ 14 Restructuring charges (1) 10 6 16 Costs paid or otherwise settled (8) (7) (15) Balance at June 30, 2024 $ 12 $ 3 15 _______________ (1) In addition, the Company incurred $6 million of facility-related costs for lease asset impairments in connection with the Plan during the six months ended June 30, 2024. 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 $ 47 $ 45 $ 2 Facility-related costs 41 34 7 Total $ 88 $ 79 $ 9 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 $ 16 $ 16 $ — Owned Brokerage Group 54 46 8 Title Group 6 5 1 Corporate and Other 12 12 — Total $ 88 $ 79 $ 9 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, 2023, the remaining liability related to these initiatives was $9 million. During the six months ended June 30, 2024, the Company incurred $2 million of costs and paid or settled $2 million of costs resulting in a remaining accrual of $9 million at June 30, 2024. The remaining accrual of $9 million and total amount remaining to be incurred of $17 million primarily relate to the transformation of the Company's corporate headquarters. |
Commitments And Contingencies (
Commitments And Contingencies (Notes) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Litigation The Company is involved in various claims, legal proceedings, alternative dispute resolution and governmental inquiries or regulatory actions, including the matters described below. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties. Even cases brought by us can involve counterclaims asserted against us and even in matters in which we are not a named party, regulatory investigations and other litigation can have significant implications for the Company, particularly to the extent that changes in industry rules and practices can directly impact us. In addition, litigation and other legal matters, including class action lawsuits, multi-party litigation and regulatory proceedings challenging practices that have broad impact, can be costly to defend and, depending on the class size and claims, could be costly to settle. Certain types of claims, such as RESPA and antitrust laws, generally provide for joint and several liability and treble damages. Insurance coverage may be unavailable for certain types of claims (including antitrust and Telephone Consumer Protection Act ("TCPA") litigation), insurance carriers may dispute coverage, and even where coverage is provided, it may not cover the full amount of losses the Company incurs. 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 "most likely" estimate. For other litigation described on the following pages, management is unable to provide a meaningful estimate of the possible loss or range of possible losses that could potentially result from such litigation. The captioned matters described herein cover 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 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. From time to time, even if the Company believes it has substantial defenses, it may consider litigation settlements based on a variety of circumstances. 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 As disclosed in Note 15, "Commitments and Contingencies—Litigation" to the Consolidated Financial Statements in our 2023 Form 10-K, the Company has been named in a number of class actions covering sellers of homes utilizing a broker during the class period that challenge residential real estate industry rules and practices that require an offer of compensation and payment of buyer-broker commissions and certain alleged associated practices, including in the following cases: • 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) (formerly captioned as Sitzer ); • 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); and • 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). In October 2023, the Company agreed to a settlement, on a nationwide basis, of all claims asserted or that could have been asserted against Anywhere in the Burnett, Moehrl and Nosalek cases, including claims asserted on behalf of home sellers in similar matters (the “Anywhere Settlement”) and the court granted final approval of the Anywhere Settlement on May 9, 2024. The final approval has been appealed by several parties, including a plaintiff class member from the Batton buy-side case (described below), specifically claiming that the release in the Anywhere Settlement should not release any buy-side claims that sellers may also have. 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 Anywhere 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 nationwide Anywhere Settlement, Anywhere has agreed to injunctive relief as well as monetary relief of $83.5 million, of which $30 million has been paid and the remaining $53.5 million will be due within 21 business days after all appellate rights are exhausted. The Anywhere Settlement includes injunctive relief for a period of five years, 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 National Association of Realtors ("NAR") or follow NAR’s Code of Ethics or MLS handbook. The practice changes are to take place no later than six months after the Anywhere Settlement receives final court approval and all appellate rights are exhausted. More recent settlements by NAR, other Realtor ® associations or MLSs involve injunctive relief that, if approved and implemented, will impact the entire industry, including our owned brokerages and those of our franchisees. Specifically, NAR entered into a nationwide class action settlement (the "NAR Settlement"), which has been preliminarily approved by the court, under which it has agreed to certain practice changes and to pay $418 million. These practice changes include, but are not limited to, prohibiting offers of compensation to buyer brokers from being made on listings on an MLS, requiring Realtors® representing a buyer to enter into a written agreement with a buyer, setting forth the buyer broker’s fee and obligations before showing the buyer a property, and prohibiting Realtors® from representing their services as free, or collecting greater compensation than set forth in the written agreement with the buyer. The NAR Settlement allowed for participation by non-NAR MLSs, but a number of those MLSs have elected not to participate in the NAR Settlement, and as such, they will continue to operate on their own rules regarding broker compensation and will not be restricted by the constraints in the NAR Settlement. A hearing for final approval of the NAR settlement is scheduled for November 26, 2024. In addition, since late October 2023, more than thirty additional lawsuits with similar or related claims have been filed against various real estate brokerages, NAR, MLSs, and/or state and local Realtor Associations, about a third of which name Anywhere, its subsidiaries or franchisees (the “Copycat Litigation”). In those cases, plaintiffs have generally either agreed to dismiss or stay the actions against Anywhere, its subsidiaries or franchisees pending the conclusion of the appeals of the trial court's grant of final approval of the Anywhere Settlement. McFall v. Canadian Real Estate Association, et al., Federal Court, Canada, Court File No. T-119-24 . In this putative class action, filed on January 18, 2024, plaintiff alleges that Coldwell Banker Canada, amongst other brokers, franchisors, Regional Real Estate Boards (“RREB”) and the Canadian Real Estate Board (“CREB”) conspired to fix the price of buyer brokerage services in violation of civil and criminal statutes. On March 14, 2024, the Court entered an order functionally staying the matter pending further order of the court. We believe the court will reexamine this order upon conclusion of the appeal in a previously filed matter involving similar allegations but different parties. Separately, a putative nationwide class action on behalf of home buyers (instead of sellers) captioned 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) was filed on January 25, 2021 (" Batton ", formerly captioned as Leeder ), in which the plaintiffs take issue with certain NAR policies, including those related to buyer-broker compensation at issue in the Moehrl and Burnett matters, but claim the alleged conspiracy has harmed buyers (instead of sellers), 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. The only claims remaining outstanding are state law claims. The Company's motion to dismiss remains pending. The Company disputes the allegations against it in this case, believes it has substantial defenses to plaintiffs’ claims, and is vigorously defending this litigation. In addition to these substantial defenses, the final approval of the Anywhere Settlement limited the size of the Batton case because the settling plaintiffs are releasing claims of the type alleged in Batton . As noted above, the named plaintiffs in the Batton case have filed an appeal of the final approval of the Anywhere Settlement, objecting to the release of buy-side claims in that settlement. The Company believes that additional antitrust litigation and investigations related to other industry practices may be possible beyond what has already been filed. We believe, for example, the DOJ is continuing to focus on the manner in which broker commissions are communicated, negotiated and paid, including how MLSs and state associations are implementing the changes required by the NAR settlement and potentially broader restrictions or bans on offers of compensation. Their focus has also expanded to include the comingling rule, which is a non-mandatory rule that precludes the joint display of MLS and non-MLS listings. The DOJ may expand its focus to include certain other rules, such as the clear cooperation policy, which is a NAR-mandated policy that requires a listing broker to submit a listing to the MLS for cooperation with other MLS participants within a specified time of marketing a property to the public. 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, 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 Dialing Solutions, LLC 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. While the Court certified the classes in March 2022, the plaintiffs filed a motion in early 2023 seeking to narrow the classes, which the Company opposed, seeking to decertify the classes. The plaintiffs, in response to the Company's request to decertify the classes and the court's order, have provided a Declaration with a detailed explanation of the bases for their request to reduce the class sizes. Those and other pre-trail motions remain pending. The Company disputes the allegations against it in this case, believes it has substantial defenses to both plaintiffs’ liability claims and damage assertions, and is vigorously defending this action. Other Examples of other legal matters involving the Company may include but are not limited to: • antitrust and anti-competition claims; • TCPA claims; • claims alleging violations of RESPA, state consumer fraud statutes, federal consumer protection statutes or other state real estate law violations; • employment law claims, including claims that independent residential real estate sales agents engaged by our company owned brokerages or by affiliated franchisees—under certain state or federal laws—are potentially employees instead of independent contractors, and they or regulators therefore may bring claims against our Owned Brokerage Group for breach of contract, wage and hour classification claims, wrongful discharge, unemployment and workers' compensation and could seek benefits, back wages, overtime, indemnification, penalties related to classification practices and expense reimbursement available to employees or make similar claims against Franchise Group as an alleged joint employer of an affiliated franchisee’s independent sales agents; • other employment law matters, including other types of worker classification claims as well as wage and hour claims and retaliation claims; • claims regarding non-competition, non-solicitation and restrictive covenants together with claims of tortious interference and other improper recruiting conduct; • information privacy and security claims, including claims under new and emerging data privacy laws related to the protection of customer, employee or third-party information, claims related to the implementation of various consumer opt-out rights, and claims under biometric data laws such as the Illinois Biometric Information Privacy Act; • 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 $40 million at June 30, 2024 and $38 million at December 31, 2023, respectively. The due to former parent balance was comprised of the Company’s portion of the following: (i) Cendant’s remaining contingent tax liabilities, (ii) potential liabilities related to Cendant’s terminated or divested businesses, and (iii) potential liabilities related to the residual portion of accruals for Cendant operations. In December 2022, a hearing was held with the California Office of Tax Appeals ("OTA") on a Cendant legacy tax matter involving Avis Budget Group that related to a 1999 transaction. The case presented two issues: (i) whether the notices of proposed assessment issued by the California Franchise Tax Board were barred by the statute of limitations; and (ii) whether a transaction undertaken by Avis Budget Group in tax year 1999 constituted a tax-free reorganization under the Internal Revenue Code. In March 2023, the OTA decided in favor of the California Franchise Tax Board on both issues. As a result, the Company increased its accrual for this legacy tax matter in the first quarter of 2023 and as of June 30, 2024 the accrual is $40 million. On April 10, 2024, the Company's petition for rehearing was denied by the OTA, and the tax assessment is anticipated to become payable as early as the third quarter of 2024, 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 $844 million at June 30, 2024 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. |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS (LOSS) PER SHARE Earnings (loss) per share attributable to Anywhere Basic earnings (loss) per common share is computed based on net income (loss) attributable to Anywhere stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed consistently with the basic computation plus the effect of dilutive potential common shares outstanding during the period. Dilutive potential common shares include shares that the Company could be obligated to issue from its Exchangeable Senior Notes and warrants if dilutive 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 June 30, 2024 as the closing price of the Company's common stock as of June 30, 2024 was less than the initial exchange price. The f ollowing table sets forth the computation of basic and diluted earnings (loss) per share: Three Months Ended Six Months Ended (In millions, except per share data) 2024 2023 2024 2023 Numerator: Net income (loss) attributable to Anywhere shareholders $ 30 $ 19 $ (71) $ (119) Denominator: Weighted average common shares outstanding (denominator for basic earnings (loss) per share calculation) 111.2 110.4 110.9 110.1 Dilutive effect of stock-based compensation awards (a) 0.7 0.9 — — Dilutive effect of Exchangeable Senior Notes and warrants (b) — — — — Weighted average common shares outstanding (denominator for diluted earnings (loss) per share calculation) 111.9 111.3 110.9 110.1 Earnings (loss) per share attributable to Anywhere shareholders: Basic earnings (loss) per share $ 0.27 $ 0.17 $ (0.64) $ (1.08) Diluted earnings (loss) per share $ 0.27 $ 0.17 $ (0.64) $ (1.08) _______________ (a) The three months ended June 30, 2024 and 2023, exclude 7.4 million and 6.6 million shares of common stock, respectively, 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 Company was in a net loss position for the six months ended June 30, 2024 and 2023 and therefore, the impact of incentive equity awards was excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. (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 | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The reportable segments presented represent those for which the Company maintains separate financial information regularly reviewed and utilized by its chief operating decision maker for performance assessment and resource allocation. The classification of reportable segments also considers the distinctive nature of services offered by each segment. Management's evaluation of individual reportable segment performance centers on two key metrics: revenue and Operating EBITDA. Operating EBITDA is defined as net income (loss) adjusted for depreciation and amortization, interest expense, net (excluding relocation services interest for securitization assets and securitization obligations), income taxes, and certain non-core items. Non-core items include restructuring charges, former parent legacy items, gains or losses on the early extinguishment of debt, impairments, and gains or losses on discontinued operations or the sale of businesses, investments, or other assets. The Company’s presentation of Operating EBITDA may not align with similar measures employed by other entities. Variations may arise due to differences in the inclusion or exclusion of specific items and the interpretation of non-core elements within the calculation. This disclosure provides insight into the Company's approach to segment reporting and the metrics pivotal to its strategic decision-making processes. Revenues (a) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Franchise Group $ 265 $ 284 $ 465 $ 491 Owned Brokerage Group 1,393 1,380 2,312 2,295 Title Group 103 100 174 172 Corporate and Other (b) (92) (93) (156) (156) Total Company $ 1,669 $ 1,671 $ 2,795 $ 2,802 _______________ (a) Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $92 million and $156 million for the three and six months ended June 30, 2024, respectively, and $93 million and $156 million for the three and six months ended June 30, 2023, 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 (loss) attributable to Anywhere and Anywhere Group for the three and six months ended June 30, 2024 and 2023: Operating EBITDA Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Franchise Group $ 159 $ 164 $ 248 $ 261 Owned Brokerage Group 4 (10) (55) (85) Title Group 9 10 (6) (7) Corporate and Other (a) (33) (38) (65) (95) Total Company $ 139 $ 126 $ 122 $ 74 Less: Depreciation and amortization 48 49 103 99 Interest expense, net 40 39 79 77 Income tax expense (benefit) 11 8 (17) (38) Restructuring costs, net (b) 7 6 18 31 Impairments (c) 2 4 8 8 Former parent legacy cost, net (d) 1 1 2 17 Gain on the sale of businesses, investments or other assets, net — — — (1) Net income (loss) attributable to Anywhere and Anywhere Group $ 30 $ 19 $ (71) $ (119) _______________ (a) Includes the elimination of transactions between segments. (b) The three months ended June 30, 2024 includes restructuring charges of $2 million at Franchise Group, $1 million at Owned Brokerage Group, $1 million at Title Group and $3 million at Corporate and Other. The three months ended June 30, 2023 includes restructuring charges of $4 million at Owned Brokerage Group , $1 million at Title Group and $1 million at Corporate and Other. The six months ended June 30, 2024 includes restructuring charges of $3 million at Franchise Group, $7 million at Owned Brokerage Group, $1 million at Title Group and $7 million at Corporate and Other. The six months ended June 30, 2023 includes restructuring charges of $6 million at Franchise Group, $18 million at Owned Brokerage Group, $1 million at Title Group and $6 million at Corporate and Other. (c) Non-cash impairments primarily related to leases and other assets. (d) Former parent legacy cost is recorded in Corporate and Other and relates to a legacy tax matter. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net income (loss) attributable to Anywhere and Anywhere Group | $ 30 | $ 19 | $ (71) | $ (119) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 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) — — 3 3 The following table summarizes fair value measurements by level at December 31, 2023 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 1 $ — $ — $ 1 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 The 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, 2023 $ 4 Additions: contingent consideration related to acquisitions completed during the period — Reductions: payments of contingent consideration (1) Changes in fair value (reflected in general and administrative expenses) — Fair value of contingent consideration at June 30, 2024 $ 3 The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: June 30, 2024 December 31, 2023 Debt Principal Amount Estimated Principal Amount Estimated Revolving Credit Facility $ 410 $ 410 $ 285 $ 285 Term Loan A Facility 196 195 206 205 7.00% Senior Secured Second Lien Notes 640 523 640 590 5.75% Senior Notes 576 349 576 448 5.25% Senior Notes 457 271 457 336 0.25% Exchangeable Senior Notes 403 324 403 314 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Equity Method Investments, Policy | Equity Method Investments At June 30, 2024, the Company had various equity method investments totaling $179 million recorded on the other non-current assets line on the accompanying Condensed Consolidated Balance Sheets. Although the Company holds certain governance rights, it lacks controlling financial or operational interests in these investments. The Company recorded equity in (earnings) losses from its equity method investments as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Guaranteed Rate Affinity (1) $ — $ (2) $ 2 $ — Title Insurance Underwriter Joint Venture (2) (1) (1) (1) (2) Other equity method investments (3) (2) (2) (3) (1) Equity in earnings of unconsolidated entities $ (3) $ (5) $ (2) $ (3) _______________ (1) The Company's 49.9% minority-owned mortgage origination joint venture with Guaranteed Rate, Inc. ("Guaranteed Rate Affinity") at Title Group had an investment balance of $65 million and $67 million at June 30, 2024 and December 31, 2023, respectively. (2) The Company's 25% equity interest in the Title Insurance Underwriter Joint Venture at Title Group had an investment balance of $75 million and $74 million at June 30, 2024 and December 31, 2023, respectively. (3) The Company's various other equity method investments at Title Group and Brokerage Group had a total investment balance of $39 million and $37 million at June 30, 2024 and December 31, 2023, respectively. |
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 $11 million and $8 million for the three months ended June 30, 2024 and 2023, respectively, and a benefit of $17 million and $38 million for the six months ended June 30, 2024 and 2023, respectively. |
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 June 30, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Gross commission income (a) $ — $ — $ 1,376 $ 1,363 $ — $ — $ — $ — $ 1,376 $ 1,363 Service revenue (b) 55 62 7 6 97 95 — — 159 163 Franchise fees (c) 190 191 — — — — (89) (89) 101 102 Other (d) 20 31 10 11 6 5 (3) (4) 33 43 Net revenues $ 265 $ 284 $ 1,393 $ 1,380 $ 103 $ 100 $ (92) $ (93) $ 1,669 $ 1,671 Six Months Ended June 30, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Gross commission income (a) $ — $ — $ 2,283 $ 2,266 $ — $ — $ — $ — $ 2,283 $ 2,266 Service revenue (b) 101 117 11 10 166 163 — — 278 290 Franchise fees (c) 321 320 — — — — (150) (149) 171 171 Other (d) 43 54 18 19 8 9 (6) (7) 63 75 Net revenues $ 465 $ 491 $ 2,312 $ 2,295 $ 174 $ 172 $ (156) $ (156) $ 2,795 $ 2,802 ______________ (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, 2024 Additions during the period Recognized as Revenue during the period Ending Balance at June 30, 2024 Franchise Group: Deferred area development fees (a) $ 39 $ 1 $ (3) $ 37 Deferred brand marketing fund fees (b) 19 35 (34) 20 Deferred outsourcing management fees (c) 3 22 (20) 5 Other deferred income related to revenue contracts 8 17 (11) 14 Total Franchise Group 69 75 (68) 76 Owned Brokerage Group: Advanced commissions related to development business (d) 12 4 (3) 13 Other deferred income related to revenue contracts 3 3 (1) 5 Total Owned Brokerage Group 15 7 (4) 18 Total $ 84 $ 82 $ (72) $ 94 _______________ (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 systematically reviews and evaluates the relevance and implications of all Accounting Standards Updates ("ASUs"). While recently issued standards not expressly listed below were scrutinized, they were deemed either inapplicable or anticipated to not have a material impact on the Company's consolidated financial position or results of operations. The FASB issued ASU 2023-07, " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" . This standard does not alter the methodology employed by the Company in identifying its operating segments, aggregating those operating segments or applying the quantitative thresholds to determine its reportable segments. Instead, the new standard adds required disclosures concerning significant segment expenses that are regularly provided to or easily computed from information regularly provided to by the chief operating decision maker ("CODM") and included within the Company's reported measure of segment profit of loss, as well as certain other disclosures. The new standard also allows disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance by the CODM. Furthermore, certain annual disclosures will be required on an interim basis. The new standard is effective for annual financial statements of public business entities for fiscal years beginning after December 15, 2023 and in interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The new guidance should be adopted retrospectively unless impracticable. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures. The FASB issued ASU 2023-09, " Income Taxes (Topic 740): Improvements to Income Tax Disclosures" . This standard includes enhanced income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid for annual periods. The new standard is effective for annual financial statements of public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The new guidance should be adopted on a prospective basis with retrospective application permitted. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures. SEC Rule on Climate-Related Disclosures In March 2024, the SEC adopted final regulations aimed at improving and streamlining climate-related disclosures for publicly traded companies and in public offerings. These regulations represent the SEC's response to investors' calls for more uniform, comparable, and trustworthy data regarding the financial implications of climate-related risks on a company's operations, as well as its strategies for managing such risks. The registrants will be required to provide disclosure, subject to existing audit requirements, regarding the effects of severe weather events and other natural conditions on the financial statements; financial information related to certain carbon offsets and renewable energy certificates; and material impacts on financial estimates and assumptions that are due to severe weather events and other natural conditions or disclosed climate-related targets or transition plans. Additional disclosure requirements will include: material direct and indirect (Scope 1 and Scope 2) greenhouse gas emissions; governance and oversight of material climate-related risks; the material impact of climate risks on the company’s strategy, results of operations and financial condition; risk management processes for material climate-related risks; and material climate targets and goals. The final rule was scheduled to become effective May 28, 2024, however, the SEC has voluntarily stayed the rule's effective date pending judicial review of consolidated challenges to those rules by the U.S. Court of Appeals for the Eighth Circuit. Pending the resolution of the legal challenges, the final rule provides phase-in periods for compliance with the earliest compliance period applying to large accelerated filers for their annual reports for fiscal year 2025 (filed in 2026). The compliance period begins for annual reports for fiscal year 2026 (filed in 2027) for accelerated filers, with additional delays for smaller companies and greenhouse gas emissions related and certain other disclosures. The SEC final rules follow on the heels of the California climate legislation that will require public and private companies that do business in California to disclose their greenhouse gas emissions and their climate-related financial risks. The Company is currently evaluating the impact of the new laws and regulations. |
Earnings Per Share (Policies)
Earnings Per Share (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 as the closing price of the Company's common stock as of June 30, 2024 was less than the initial exchange price. |
Basis Of Presentation (Tables)
Basis Of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Hierarchy | The following table summarizes fair value measurements by level at June 30, 2024 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) — — 3 3 The following table summarizes fair value measurements by level at December 31, 2023 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 1 $ — $ — $ 1 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 |
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, 2023 $ 4 Additions: contingent consideration related to acquisitions completed during the period — Reductions: payments of contingent consideration (1) Changes in fair value (reflected in general and administrative expenses) — Fair value of contingent consideration at June 30, 2024 $ 3 |
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: June 30, 2024 December 31, 2023 Debt Principal Amount Estimated Principal Amount Estimated Revolving Credit Facility $ 410 $ 410 $ 285 $ 285 Term Loan A Facility 196 195 206 205 7.00% Senior Secured Second Lien Notes 640 523 640 590 5.75% Senior Notes 576 349 576 448 5.25% Senior Notes 457 271 457 336 0.25% Exchangeable Senior Notes 403 324 403 314 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Investment Income | Three Months Ended Six Months Ended 2024 2023 2024 2023 Guaranteed Rate Affinity (1) $ — $ (2) $ 2 $ — Title Insurance Underwriter Joint Venture (2) (1) (1) (1) (2) Other equity method investments (3) (2) (2) (3) (1) Equity in earnings of unconsolidated entities $ (3) $ (5) $ (2) $ (3) _______________ (1) The Company's 49.9% minority-owned mortgage origination joint venture with Guaranteed Rate, Inc. ("Guaranteed Rate Affinity") at Title Group had an investment balance of $65 million and $67 million at June 30, 2024 and December 31, 2023, respectively. (2) The Company's 25% equity interest in the Title Insurance Underwriter Joint Venture at Title Group had an investment balance of $75 million and $74 million at June 30, 2024 and December 31, 2023, respectively. (3) The Company's various other equity method investments at Title Group and Brokerage Group had a total investment balance of $39 million and $37 million at June 30, 2024 and December 31, 2023, respectively. |
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 June 30, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Gross commission income (a) $ — $ — $ 1,376 $ 1,363 $ — $ — $ — $ — $ 1,376 $ 1,363 Service revenue (b) 55 62 7 6 97 95 — — 159 163 Franchise fees (c) 190 191 — — — — (89) (89) 101 102 Other (d) 20 31 10 11 6 5 (3) (4) 33 43 Net revenues $ 265 $ 284 $ 1,393 $ 1,380 $ 103 $ 100 $ (92) $ (93) $ 1,669 $ 1,671 Six Months Ended June 30, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Gross commission income (a) $ — $ — $ 2,283 $ 2,266 $ — $ — $ — $ — $ 2,283 $ 2,266 Service revenue (b) 101 117 11 10 166 163 — — 278 290 Franchise fees (c) 321 320 — — — — (150) (149) 171 171 Other (d) 43 54 18 19 8 9 (6) (7) 63 75 Net revenues $ 465 $ 491 $ 2,312 $ 2,295 $ 174 $ 172 $ (156) $ (156) $ 2,795 $ 2,802 ______________ (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, 2024 Additions during the period Recognized as Revenue during the period Ending Balance at June 30, 2024 Franchise Group: Deferred area development fees (a) $ 39 $ 1 $ (3) $ 37 Deferred brand marketing fund fees (b) 19 35 (34) 20 Deferred outsourcing management fees (c) 3 22 (20) 5 Other deferred income related to revenue contracts 8 17 (11) 14 Total Franchise Group 69 75 (68) 76 Owned Brokerage Group: Advanced commissions related to development business (d) 12 4 (3) 13 Other deferred income related to revenue contracts 3 3 (1) 5 Total Owned Brokerage Group 15 7 (4) 18 Total $ 84 $ 82 $ (72) $ 94 _______________ (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. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Changes in the carrying amount of Goodwill and Accumulated impairment losses by reportable segment are as follows: Franchise Group Owned Brokerage Group Title Group Total Goodwill (gross) at December 31, 2023 $ 3,953 $ 1,089 $ 455 $ 5,497 Goodwill acquired — — — — Goodwill reduction — — — — Goodwill (gross) at June 30, 2024 3,953 1,089 455 5,497 Accumulated impairment losses at December 31, 2023 (1,586) (1,088) (324) (2,998) Goodwill impairment — — — — Accumulated impairment losses at June 30, 2024 (a) (1,586) (1,088) (324) (2,998) Goodwill (net) at June 30, 2024 $ 2,367 $ 1 $ 131 $ 2,499 _______________ (a) Includes impairment charges which reduced goodwill by $25 million during 2023, $394 million during 2022, $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007. |
Schedule of Intangible Assets | Intangible assets are as follows: As of June 30, 2024 As of December 31, 2023 Gross Accumulated Net Gross Accumulated Net Amortizable—Franchise agreements (a) $ 2,010 $ 1,156 $ 854 $ 2,010 $ 1,123 $ 887 Indefinite life—Trademarks (b) $ 586 $ 586 $ 586 $ 586 Other Intangibles Amortizable—License agreements (c) $ 45 $ 16 $ 29 $ 45 $ 16 $ 29 Amortizable—Customer relationships (d) 454 396 58 454 385 69 Indefinite life—Title plant shares (e) 29 29 28 28 Amortizable—Other (f) 7 6 1 7 6 1 Total Other Intangibles $ 535 $ 418 $ 117 $ 534 $ 407 $ 127 _______________ (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 which are being amortized over a period of 10 to 20 years. (e) Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. (f) Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 3 to 5 years. |
Intangible asset amortization expense | Intangible asset amortization expense is as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Franchise agreements $ 17 $ 16 $ 33 $ 33 Customer relationships 5 6 11 11 Other 1 — 1 1 Total $ 23 $ 22 $ 45 $ 45 |
Other Current Assets, Accrued_2
Other Current Assets, Accrued Expenses And Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of: June 30, 2024 December 31, 2023 Prepaid contracts and other prepaid expenses $ 90 $ 78 Prepaid agent incentives 43 49 Franchisee sales incentives 29 30 Other 57 61 Total other current assets $ 219 $ 218 |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: June 30, 2024 December 31, 2023 Accrued payroll and related employee costs $ 119 $ 158 Advances from clients 28 29 Accrued volume incentives 21 28 Accrued commissions 44 34 Restructuring accruals 14 14 Deferred income 65 53 Accrued interest 36 34 Current portion of finance lease liabilities 8 9 Due to former parent 40 38 Other 148 176 Total accrued expenses and other current liabilities $ 523 $ 573 |
Short And Long-Term Debt (Table
Short And Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Total Indebtedness | Total indebtedness is as follows: June 30, 2024 December 31, 2023 Revolving Credit Facility $ 410 $ 285 Term Loan A Facility 196 206 7.00% Senior Secured Second Lien Notes 629 627 5.75% Senior Notes 576 576 5.25% Senior Notes 451 451 0.25% Exchangeable Senior Notes 398 397 Total Short-Term & Long-Term Debt $ 2,660 $ 2,542 Securitization Obligations: Apple Ridge Funding LLC $ 152 $ 115 |
Schedule of Debt | As of June 30, 2024, 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) $ 410 $ * $ 410 Term Loan A Facility (4) (5) February 2025 196 — 196 Senior Secured Second Lien Notes 7.00% April 2030 640 11 629 Senior Notes 5.75% January 2029 576 — 576 Senior Notes 5.25% April 2030 457 6 451 Exchangeable Senior Notes 0.25% June 2026 403 5 398 Total Short-Term & Long-Term Debt $ 2,682 $ 22 $ 2,660 Securitization obligations: (6) Apple Ridge Funding LLC May 2025 $ 152 $ * $ 152 _______________ * 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 June 30, 2024, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of June 30, 2024, there were $410 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On July 30, 2024, the Company had $400 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. (2) The interest rate with respect to revolving loans under the Revolving Credit Facility at June 30, 2024 is based on, at the Company's option, Term Secured Overnight Financing Rate (" SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to 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 June 30, 2024. (3) The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. (4) The i nterest rate with respect to outstanding borrowings under the Term Loan A Facility at June 30, 2024 is based on, at the Company's option, Term SOFR plus a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the 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 June 30, 2024. (5) The Term Loan A Facility provides for quarterly amortization payments based on a percentage of the original principal amount of $237 million as follows: 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 Term Loan A Facility due at maturity on February 8, 2025. (6) In May 2024, Anywhere Group extended the existing Apple Ridge Funding LLC securitization program until May 30, 2025. As of June 30, 2024, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $152 million being utilized leaving $48 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 $214 million and $146 million of underlying relocation receivables and other related relocation assets at June 30, 2024 and December 31, 2023, 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 $2 million and $3 million for the three months ended June 30, 2024 and 2023, respectively, as well as $4 million and $6 million for the six months ended June 30, 2024 and 2023, 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 8.4% and 7.1% for the six months ended June 30, 2024 and 2023, respectively. |
Schedule of Maturities of Long-term Debt | Year Amount Remaining 2024 (a) $ 422 2025 184 2026 403 2027 — 2028 — _______________ (a) Remaining 2024 includes amortization payments totaling $12 million for the Term Loan A Facility, as well as $410 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 $606 million shown on the Condensed Consolidated Balance Sheets consists of $410 million of outstanding borrowings under the Revolving Credit Facility and $196 million of outstanding borrowings under the Term Loan A Facility expiring February 8, 2025. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The components of the restructuring charges were as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Personnel-related costs (1) $ 5 $ 2 $ 10 $ 13 Facility-related costs (2) 2 4 8 18 Total restructuring charges (3) $ 7 $ 6 $ 18 $ 31 _______________ (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 June 30, 2024 include $6 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the three months ended June 30, 2023 include $5 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the six months ended June 30, 2024 include $16 million of expense related to the Operational Efficiencies Plan and $2 million of expense related to prior restructuring plans. Restructuring charges for the six months ended June 30, 2023 include $28 million of expense related to the Operational Efficiencies Plan and $3 million of expense related to prior restructuring plans. |
Schedule of Restructuring Reserve by Type of Cost | The following is a reconciliation of the beginning and ending reserve balances related to the Plan: Personnel-related costs Facility-related costs Total Balance at December 31, 2023 $ 10 $ 4 $ 14 Restructuring charges (1) 10 6 16 Costs paid or otherwise settled (8) (7) (15) Balance at June 30, 2024 $ 12 $ 3 15 _______________ (1) In addition, the Company incurred $6 million of facility-related costs for lease asset impairments in connection with the Plan during the six months ended June 30, 2024. |
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 $ 47 $ 45 $ 2 Facility-related costs 41 34 7 Total $ 88 $ 79 $ 9 |
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 $ 16 $ 16 $ — Owned Brokerage Group 54 46 8 Title Group 6 5 1 Corporate and Other 12 12 — Total $ 88 $ 79 $ 9 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | Three Months Ended June 30, 2024 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at March 31, 2024 111.1 $ 1 $ 4,814 $ (3,192) $ (45) $ 2 $ 1,580 Net income — — — 30 — — 30 Stock-based compensation — — 4 — — — 4 Issuance of shares for vesting of equity awards 0.1 — — — — — — Dividends — — — — — (1) (1) Contributions from non-controlling interests — — — — — 1 1 Balance at June 30, 2024 111.2 $ 1 $ 4,818 $ (3,162) $ (45) $ 2 $ 1,614 Three Months Ended June 30, 2023 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at March 31, 2023 110.4 $ 1 $ 4,805 $ (3,132) $ (47) $ 3 $ 1,630 Net income — — — 19 — — 19 Stock-based compensation — — 4 — — — 4 Issuance of shares for vesting of equity awards 0.1 — — — — — — Shares withheld for taxes on equity awards (0.1) — — — — — — Balance at June 30, 2023 110.4 $ 1 $ 4,809 $ (3,113) $ (47) $ 3 $ 1,653 Six Months Ended June 30, 2024 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2023 110.5 $ 1 $ 4,813 $ (3,091) $ (44) $ 2 $ 1,681 Net loss — — — (71) — — (71) Other comprehensive loss — — — — (1) — (1) Stock-based compensation — — 8 — — — 8 Issuance of shares for vesting of equity awards 1.2 — — — — — — Shares withheld for taxes on equity awards (0.5) — (3) — — — (3) Dividends — — — — — (1) (1) Contributions from non-controlling interests — — — — — 1 1 Balance at June 30, 2024 111.2 $ 1 $ 4,818 $ (3,162) $ (45) $ 2 $ 1,614 Six Months Ended June 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 loss — — — (119) — — (119) Other comprehensive income — — — — 1 — 1 Stock-based compensation — — 8 — — — 8 Issuance of shares for vesting of equity awards 1.5 — — — — — — Shares withheld for taxes on equity awards (0.6) — (4) — — — (4) Balance at June 30, 2023 110.4 $ 1 $ 4,809 $ (3,113) $ (47) $ 3 $ 1,653 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 (loss) per share: Three Months Ended Six Months Ended (In millions, except per share data) 2024 2023 2024 2023 Numerator: Net income (loss) attributable to Anywhere shareholders $ 30 $ 19 $ (71) $ (119) Denominator: Weighted average common shares outstanding (denominator for basic earnings (loss) per share calculation) 111.2 110.4 110.9 110.1 Dilutive effect of stock-based compensation awards (a) 0.7 0.9 — — Dilutive effect of Exchangeable Senior Notes and warrants (b) — — — — Weighted average common shares outstanding (denominator for diluted earnings (loss) per share calculation) 111.9 111.3 110.9 110.1 Earnings (loss) per share attributable to Anywhere shareholders: Basic earnings (loss) per share $ 0.27 $ 0.17 $ (0.64) $ (1.08) Diluted earnings (loss) per share $ 0.27 $ 0.17 $ (0.64) $ (1.08) _______________ (a) The three months ended June 30, 2024 and 2023, exclude 7.4 million and 6.6 million shares of common stock, respectively, 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 Company was in a net loss position for the six months ended June 30, 2024 and 2023 and therefore, the impact of incentive equity awards was excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. (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) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Revenues | Revenues (a) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Franchise Group $ 265 $ 284 $ 465 $ 491 Owned Brokerage Group 1,393 1,380 2,312 2,295 Title Group 103 100 174 172 Corporate and Other (b) (92) (93) (156) (156) Total Company $ 1,669 $ 1,671 $ 2,795 $ 2,802 _______________ (a) Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $92 million and $156 million for the three and six months ended June 30, 2024, respectively, and $93 million and $156 million for the three and six months ended June 30, 2023, 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Franchise Group $ 159 $ 164 $ 248 $ 261 Owned Brokerage Group 4 (10) (55) (85) Title Group 9 10 (6) (7) Corporate and Other (a) (33) (38) (65) (95) Total Company $ 139 $ 126 $ 122 $ 74 Less: Depreciation and amortization 48 49 103 99 Interest expense, net 40 39 79 77 Income tax expense (benefit) 11 8 (17) (38) Restructuring costs, net (b) 7 6 18 31 Impairments (c) 2 4 8 8 Former parent legacy cost, net (d) 1 1 2 17 Gain on the sale of businesses, investments or other assets, net — — — (1) Net income (loss) attributable to Anywhere and Anywhere Group $ 30 $ 19 $ (71) $ (119) _______________ (a) Includes the elimination of transactions between segments. (b) The three months ended June 30, 2024 includes restructuring charges of $2 million at Franchise Group, $1 million at Owned Brokerage Group, $1 million at Title Group and $3 million at Corporate and Other. The three months ended June 30, 2023 includes restructuring charges of $4 million at Owned Brokerage Group , $1 million at Title Group and $1 million at Corporate and Other. The six months ended June 30, 2024 includes restructuring charges of $3 million at Franchise Group, $7 million at Owned Brokerage Group, $1 million at Title Group and $7 million at Corporate and Other. The six months ended June 30, 2023 includes restructuring charges of $6 million at Franchise Group, $18 million at Owned Brokerage Group, $1 million at Title Group and $6 million at Corporate and Other. (c) Non-cash impairments primarily related to leases and other assets. (d) Former parent legacy cost is recorded in Corporate and Other and relates to a legacy tax matter. |
Supplemental Balance Sheet (Det
Supplemental Balance Sheet (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Supplemental Balance Sheet [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current (Parenthetical) | $ 18 | $ 18 |
Basis Of Presentation Financial
Basis Of Presentation Financial Instruments - Fair Value Measurements (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value, Liabilities Rollforward [Roll Forward] | ||
Fair value of contingent consideration at December 31, 2023 | $ 4 | |
Additions: contingent consideration related to acquisitions completed during the period | 0 | |
Reductions: payments of contingent consideration | (1) | |
Changes in fair value (reflected in general and administrative expenses) | 0 | |
Fair value of contingent consideration at June 30, 2024 | 3 | |
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) | 3 | 4 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | $ 3 | $ 4 |
Basis Of Presentation Financi_2
Basis Of Presentation Financial Instruments - Fair Value Indebtedness Table (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | Jan. 27, 2021 | ||
Long-term debt principal amount | $ 2,682 | ||||
Secured Debt | Term Loan A Facility | |||||
Long-term debt principal amount | 196 | [1],[2] | $ 206 | $ 237 | |
Long-term debt fair value | [3] | 195 | 205 | ||
Secured Debt | 7.00% Senior Secured Second Lien Notes | |||||
Long-term debt principal amount | 640 | 640 | |||
Long-term debt fair value | [3] | 523 | 590 | ||
Senior Notes | 5.75% Senior Notes | |||||
Long-term debt principal amount | 576 | 576 | |||
Long-term debt fair value | [3] | 349 | 448 | ||
Senior Notes | 5.25% Senior Notes | |||||
Long-term debt principal amount | 457 | 457 | |||
Long-term debt fair value | [3] | 271 | 336 | ||
Convertible Debt | 0.25% Exchangeable Senior Notes | |||||
Long-term debt principal amount | 403 | 403 | |||
Long-term debt fair value | [3] | 324 | 314 | ||
Line of Credit | Revolving Credit Facility | |||||
Line of credit facility outstanding | 410 | [4],[5],[6] | 285 | ||
Line of credit facility fair value | [3] | $ 410 | $ 285 | ||
[1] The i nterest rate with respect to outstanding borrowings under the Term Loan A Facility at June 30, 2024 is based on, at the Company's option, Term SOFR plus a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the 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 June 30, 2024. The Term Loan A Facility provides for quarterly amortization payments based on a percentage of the original principal amount of $237 million as follows: 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 Term Loan A Facility due at maturity on February 8, 2025. The fair value of the Company's indebtedness is categorized as Level II. The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. As of June 30, 2024, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of June 30, 2024, there were $410 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On July 30, 2024, the Company had $400 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. The interest rate with respect to revolving loans under the Revolving Credit Facility at June 30, 2024 is based on, at the Company's option, Term Secured Overnight Financing Rate (" SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended June 30, 2024. |
Basis of Presentation Equity Me
Basis of Presentation Equity Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | ||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity Method Investments | $ 179 | $ 179 | ||||
Equity in earnings of unconsolidated entities | (3) | $ (5) | (2) | $ (3) | ||
Guaranteed Rate Affinity | Title Group | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity Method Investments | $ 65 | $ 65 | $ 67 | |||
Equity Method Investment, Ownership Percentage | 49.90% | 49.90% | ||||
Equity in earnings of unconsolidated entities | [1] | $ 0 | (2) | $ 2 | 0 | |
Title Insurance Underwriter Joint Venture | Title Group | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity Method Investments | $ 75 | $ 75 | 74 | |||
Equity Method Investment, Ownership Percentage | 25% | 25% | ||||
Equity in earnings of unconsolidated entities | [2] | $ (1) | (1) | $ (1) | (2) | |
Other Equity Method Investments | Title Group and Owned Brokerage Group | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity Method Investments | 39 | 39 | $ 37 | |||
Equity in earnings of unconsolidated entities | [3] | $ (2) | $ (2) | $ (3) | $ (1) | |
[1] The Company's 49.9% minority-owned mortgage origination joint venture with Guaranteed Rate, Inc. ("Guaranteed Rate Affinity") at Title Group had an investment balance of $65 million and $67 million at June 30, 2024 and December 31, 2023, respectively. The Company's 25% equity interest in the Title Insurance Underwriter Joint Venture at Title Group had an investment balance of $75 million and $74 million at June 30, 2024 and December 31, 2023, respectively. The Company's various other equity method investments at Title Group and Brokerage Group had a total investment balance of $39 million and $37 million at June 30, 2024 and December 31, 2023, respectively. |
Basis Of Presentation Income Ta
Basis Of Presentation Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 11 | $ 8 | $ (17) | $ (38) |
Basis Of Presentation Revenue R
Basis Of Presentation Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1] | $ 1,669 | $ 1,671 | $ 2,795 | $ 2,802 |
Corporate, Non-Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1],[2] | (92) | (93) | (156) | (156) |
Gross commission income | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [3] | 1,376 | 1,363 | 2,283 | 2,266 |
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] | 159 | 163 | 278 | 290 |
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] | 101 | 102 | 171 | 171 |
Franchise fees | Corporate, Non-Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [5] | (89) | (89) | (150) | (149) |
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | 33 | 43 | 63 | 75 |
Other | Corporate, Non-Segment | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | (3) | (4) | (6) | (7) |
Franchise Group | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1] | 265 | 284 | 465 | 491 |
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] | 55 | 62 | 101 | 117 |
Franchise Group | Franchise fees | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [5] | 190 | 191 | 321 | 320 |
Franchise Group | Other | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [6] | 20 | 31 | 43 | 54 |
Owned Brokerage Group | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1] | 1,393 | 1,380 | 2,312 | 2,295 |
Owned Brokerage Group | Gross commission income | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [3] | 1,376 | 1,363 | 2,283 | 2,266 |
Owned Brokerage Group | Service revenue | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [4] | 7 | 6 | 11 | 10 |
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 | 11 | 18 | 19 |
Title Group | Operating Segments | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | [1] | 103 | 100 | 174 | 172 |
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] | 97 | 95 | 166 | 163 |
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] | $ 6 | $ 5 | $ 8 | $ 9 |
[1] Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $92 million and $156 million for the three and six months ended June 30, 2024, respectively, and $93 million and $156 million for the three and six months ended June 30, 2023, respectively. Such amounts are eliminated through the Corporate and Other line. Includes the elimination of transactions between segments. Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service. Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments. |
Basis Of Presentation Revenue_2
Basis Of Presentation Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2024 | Jan. 01, 2024 | ||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | $ 94 | $ 84 | |
Deferred Revenue, Additions | 82 | ||
Deferred Revenue, Revenue Recognized | (72) | ||
Franchise Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | 76 | 69 | |
Deferred Revenue, Additions | 75 | ||
Deferred Revenue, Revenue Recognized | $ (68) | ||
Franchise Group | Minimum | |||
Deferred Revenue Arrangement [Line Items] | |||
Outsourcing Management Fees Period | 3 months | ||
Franchise Group | Maximum | |||
Deferred Revenue Arrangement [Line Items] | |||
Outsourcing Management Fees Period | 6 months | ||
Franchise Group | International Franchise Rights | |||
Deferred Revenue Arrangement [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 25 years | ||
Owned Brokerage Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | $ 18 | 15 | |
Deferred Revenue, Additions | 7 | ||
Deferred Revenue, Revenue Recognized | $ (4) | ||
Owned Brokerage Group | Minimum | |||
Deferred Revenue Arrangement [Line Items] | |||
New Development Period | 18 months | ||
Owned Brokerage Group | Maximum | |||
Deferred Revenue Arrangement [Line Items] | |||
New Development Period | 24 months | ||
Area Development Fees | Franchise Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | [1] | $ 37 | 39 |
Deferred Revenue, Additions | [1] | 1 | |
Deferred Revenue, Revenue Recognized | [1] | (3) | |
Brand Marketing Fees | Franchise Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | [2] | 20 | 19 |
Deferred Revenue, Additions | [2] | 35 | |
Deferred Revenue, Revenue Recognized | [2] | (34) | |
Outsourcing Management Fees | Franchise Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | [3] | 5 | 3 |
Deferred Revenue, Additions | [3] | 22 | |
Deferred Revenue, Revenue Recognized | [3] | (20) | |
Deferred Income, Other | Franchise Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | 14 | 8 | |
Deferred Revenue, Additions | 17 | ||
Deferred Revenue, Revenue Recognized | (11) | ||
Deferred Income, Other | Owned Brokerage Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | 5 | 3 | |
Deferred Revenue, Additions | 3 | ||
Deferred Revenue, Revenue Recognized | (1) | ||
New Development Business | Owned Brokerage Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | [4] | 13 | $ 12 |
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. Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group. 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. 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 | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | ||
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 3 | $ 4 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2008 | Dec. 31, 2007 | ||
Goodwill [Roll Forward] | ||||||||
Goodwill Balance, beginning of period | $ 5,497 | |||||||
Goodwill acquired | 0 | |||||||
Goodwill, Written off Related to Sale of Business Unit | 0 | |||||||
Goodwill Balance, end of period | 5,497 | $ 5,497 | ||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ||||||||
Accumulated Impairment Loss, beginning of period | (2,998) | |||||||
Goodwill, Impairment Loss | 0 | (25) | $ (394) | $ (540) | $ (253) | $ (1,279) | $ (507) | |
Accumulated Impairment Loss, end of period | (2,998) | [1] | (2,998) | |||||
Goodwill, Total | 2,499 | 2,499 | ||||||
Impairment of Goodwill | 0 | 25 | $ 394 | $ 540 | $ 253 | $ 1,279 | $ 507 | |
Franchise Group | ||||||||
Goodwill [Roll Forward] | ||||||||
Goodwill Balance, beginning of period | 3,953 | |||||||
Goodwill acquired | 0 | |||||||
Goodwill, Written off Related to Sale of Business Unit | 0 | |||||||
Goodwill Balance, end of period | 3,953 | 3,953 | ||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ||||||||
Accumulated Impairment Loss, beginning of period | (1,586) | |||||||
Goodwill, Impairment Loss | 0 | |||||||
Accumulated Impairment Loss, end of period | (1,586) | [1] | (1,586) | |||||
Goodwill, Total | 2,367 | |||||||
Impairment of Goodwill | 0 | |||||||
Owned Brokerage Group | ||||||||
Goodwill [Roll Forward] | ||||||||
Goodwill Balance, beginning of period | 1,089 | |||||||
Goodwill acquired | 0 | |||||||
Goodwill, Written off Related to Sale of Business Unit | 0 | |||||||
Goodwill Balance, end of period | 1,089 | 1,089 | ||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ||||||||
Accumulated Impairment Loss, beginning of period | (1,088) | |||||||
Goodwill, Impairment Loss | 0 | |||||||
Accumulated Impairment Loss, end of period | (1,088) | [1] | (1,088) | |||||
Goodwill, Total | 1 | |||||||
Impairment of Goodwill | 0 | |||||||
Title Group | ||||||||
Goodwill [Roll Forward] | ||||||||
Goodwill Balance, beginning of period | 455 | |||||||
Goodwill acquired | 0 | |||||||
Goodwill, Written off Related to Sale of Business Unit | 0 | |||||||
Goodwill Balance, end of period | 455 | 455 | ||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ||||||||
Accumulated Impairment Loss, beginning of period | (324) | |||||||
Goodwill, Impairment Loss | 0 | |||||||
Accumulated Impairment Loss, end of period | (324) | [1] | $ (324) | |||||
Goodwill, Total | 131 | |||||||
Impairment of Goodwill | $ 0 | |||||||
[1] Includes impairment charges which reduced goodwill by $25 million during 2023, $394 million during 2022, $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007. |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of total other intangibles | $ 535 | $ 534 | |
Accumulated Amortization | 418 | 407 | |
Net carrying amount of finite-lived and indefinite-lived intangible assets | 117 | 127 | |
Indefinite life—Trademarks (b) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [1] | 586 | 586 |
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] | 1,156 | 1,123 |
Net carrying amount of finite-lived intangible assets | [3] | 854 | 887 |
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] | 16 | 16 |
Net carrying amount of finite-lived intangible assets | [4] | $ 29 | 29 |
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] | $ 454 | 454 |
Accumulated Amortization | [5] | 396 | 385 |
Net carrying amount of finite-lived intangible assets | [5] | 58 | 69 |
Amortizable—Other (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [6] | 7 | 7 |
Accumulated Amortization | [6] | 6 | 6 |
Net carrying amount of finite-lived intangible assets | [6] | $ 1 | $ 1 |
Minimum | Amortizable—Customer relationships (d) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 10 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 | ||
Franchise Group | Amortizable—Franchise agreements (a) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 30 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. 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. Generally amortized over a period of 30 years. 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 which are being amortized over a period of 10 to 20 years. 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 Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) Years | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) Years | Jun. 30, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 23 | $ 22 | $ 45 | $ 45 |
The number of succeeding years for which amortization expense is disclosed | Years | 4 | 4 | ||
Amortization expense for the remainder of the Year | $ 45 | $ 45 | ||
Amortization expense for Year One | 89 | 89 | ||
Amortization expense for Year Two | 89 | 89 | ||
Amortization expense for Year Three | 74 | 74 | ||
Amortization expense for Year Four | 68 | 68 | ||
Amortization expense Thereafter | 577 | 577 | ||
Amortizable—Franchise agreements (a) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 17 | 16 | 33 | 33 |
Amortizable—Customer relationships (d) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | 5 | 6 | 11 | 11 |
Amortizable—Other (f) | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization expense | $ 1 | $ 0 | $ 1 | $ 1 |
Other Current Assets, Accrued_3
Other Current Assets, Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid contracts and other prepaid expenses | $ 90 | $ 78 |
Prepaid agent incentives | 43 | 49 |
Franchisee sales incentives | 29 | 30 |
Other | 57 | 61 |
Other current assets | 219 | 218 |
Accrued payroll and related employee costs | 119 | 158 |
Advances from clients | 28 | 29 |
Accrued volume incentives | 21 | 28 |
Accrued commissions | 44 | 34 |
Restructuring accruals | 14 | 14 |
Deferred income | 65 | 53 |
Accrued interest | 36 | 34 |
Current portion of finance lease liabilities | 8 | 9 |
Due to former parent | 40 | 38 |
Other | 148 | 176 |
Accrued expenses and other current liabilities | $ 523 | $ 573 |
Short And Long-Term Debt Schedu
Short And Long-Term Debt Schedule of Total Indebtedness (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | $ 2,660 | ||
Total Short-Term & Long-Term Debt | 2,660 | $ 2,542 | |
Securitization obligations | 152 | 115 | |
Secured Debt | Term Loan A Facility | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 196 | [1],[2] | 206 |
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 | 629 | 627 | |
Senior Notes | 5.75% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 576 | 576 | |
Senior Notes | 5.25% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 451 | 451 | |
Convertible Debt | 0.25% Exchangeable Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 398 | 397 | |
Line of Credit | Revolving Credit Facility | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Line of credit facility outstanding | 410 | [3],[4],[5] | 285 |
Securitization obligation | Apple Ridge Funding LLC | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Securitization obligations | $ 152 | [6] | $ 115 |
[1] The i nterest rate with respect to outstanding borrowings under the Term Loan A Facility at June 30, 2024 is based on, at the Company's option, Term SOFR plus a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the 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 June 30, 2024. The Term Loan A Facility provides for quarterly amortization payments based on a percentage of the original principal amount of $237 million as follows: 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 Term Loan A Facility due at maturity on February 8, 2025. The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. As of June 30, 2024, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of June 30, 2024, there were $410 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On July 30, 2024, the Company had $400 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. The interest rate with respect to revolving loans under the Revolving Credit Facility at June 30, 2024 is based on, at the Company's option, Term Secured Overnight Financing Rate (" SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to 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 June 30, 2024. In May 2024, Anywhere Group extended the existing Apple Ridge Funding LLC securitization program until May 30, 2025. As of June 30, 2024, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $152 million being utilized leaving $48 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 $214 million and $146 million of underlying relocation receivables and other related relocation assets at June 30, 2024 and December 31, 2023, 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 $2 million and $3 million for the three months ended June 30, 2024 and 2023, respectively, as well as $4 million and $6 million for the six months ended June 30, 2024 and 2023, respectively. This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Anywhere Group's relocation operations where interest is generally earned on such assets. The securitization obligations represent floating rate debt for which the average weighted interest rate was 8.4% and 7.1% for the six months ended June 30, 2024 and 2023, respectively. |
Short And Long-Term Debt Indebt
Short And Long-Term Debt Indebtedness Table (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 30, 2024 | Dec. 31, 2023 | Jan. 27, 2021 | ||||
Principal Amount | ||||||||||
Long-term debt principal amount | $ 2,682 | $ 2,682 | ||||||||
Securitization obligations | 152 | 152 | $ 115 | |||||||
Unamortized Premium and Debt Issuance Costs | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 22 | 22 | ||||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | 2,660 | 2,660 | ||||||||
Securitization obligations | 152 | $ 152 | 115 | |||||||
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 | 214 | $ 214 | 146 | |||||||
Interest Expense, Debt | $ 2 | $ 3 | $ 4 | $ 6 | ||||||
Weighted average interest rate, securitization obligations | 8.40% | 7.10% | 8.40% | 7.10% | ||||||
Revolving Credit Facility | Line of Credit | ||||||||||
Principal Amount | ||||||||||
Line of credit facility outstanding | $ 410 | [1],[2],[3] | $ 410 | [1],[2],[3] | 285 | |||||
Net Amount | ||||||||||
Outstanding borrowings, short-term debt, line of credit facility | 410 | [1],[2],[3] | 410 | [1],[2],[3] | 285 | |||||
Total capacity, short-term debt, line of credit facility | 1,100 | 1,100 | ||||||||
Line of credit facility outstanding | 410 | [1],[2],[3] | $ 410 | [1],[2],[3] | 285 | |||||
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 | $ 400 | |||||||||
Net Amount | ||||||||||
Outstanding borrowings, short-term debt, line of credit facility | 400 | |||||||||
Line of credit facility outstanding | 400 | |||||||||
Revolving Credit Facility | Letter of Credit | ||||||||||
Principal Amount | ||||||||||
Line of credit facility outstanding | 33 | $ 33 | ||||||||
Net Amount | ||||||||||
Outstanding borrowings, short-term debt, line of credit facility | 33 | 33 | ||||||||
Line of credit facility outstanding | 33 | 33 | ||||||||
Revolving Credit Facility | Letter of Credit | Subsequent Event | ||||||||||
Principal Amount | ||||||||||
Line of credit facility outstanding | 33 | |||||||||
Net Amount | ||||||||||
Outstanding borrowings, short-term debt, line of credit facility | 33 | |||||||||
Line of credit facility outstanding | $ 33 | |||||||||
Term Loan A Facility | Secured Debt | ||||||||||
Principal Amount | ||||||||||
Long-term debt principal amount | 196 | [4],[5] | 196 | [4],[5] | 206 | $ 237 | ||||
Unamortized Premium and Debt Issuance Costs | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [4],[5] | 0 | 0 | |||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | $ 196 | [4],[5] | $ 196 | [4],[5] | 206 | |||||
Term Loan A Facility | Secured Debt | June 2022 to March 2023 | ||||||||||
Net Amount | ||||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.25% | 1.25% | ||||||||
Term Loan A Facility | Secured Debt | June 2023 to March 2024 | ||||||||||
Net Amount | ||||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.875% | 1.875% | ||||||||
Term Loan A Facility | Secured Debt | June 2024 and thereafter | ||||||||||
Net Amount | ||||||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 2.50% | 2.50% | ||||||||
Term Loan A Facility | Secured Debt | SOFR | Less than 2.00 to 1.00 | ||||||||||
Net Amount | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||||
Term Loan A Facility | Secured Debt | 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 | |||||||
Unamortized Premium and Debt Issuance Costs | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 11 | 11 | ||||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | $ 629 | $ 629 | 627 | |||||||
Interest Rate | 7% | 7% | ||||||||
5.75% Senior Notes | Senior Notes | ||||||||||
Principal Amount | ||||||||||
Long-term debt principal amount | $ 576 | $ 576 | 576 | |||||||
Unamortized Premium and Debt Issuance Costs | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 0 | 0 | ||||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | $ 576 | $ 576 | 576 | |||||||
Interest Rate | 5.75% | 5.75% | ||||||||
5.25% Senior Notes | Senior Notes | ||||||||||
Principal Amount | ||||||||||
Long-term debt principal amount | $ 457 | $ 457 | 457 | |||||||
Unamortized Premium and Debt Issuance Costs | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 6 | 6 | ||||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | $ 451 | $ 451 | 451 | |||||||
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 | 5 | 5 | ||||||||
Net Amount | ||||||||||
Outstanding borrowings, long-term debt | $ 398 | $ 398 | 397 | |||||||
Interest Rate | 0.25% | 0.25% | ||||||||
Apple Ridge Funding LLC | Securitization obligation | ||||||||||
Principal Amount | ||||||||||
Securitization obligations | $ 152 | [6] | $ 152 | [6] | 115 | |||||
Net Amount | ||||||||||
Securitization obligations | 152 | [6] | 152 | [6] | $ 115 | |||||
Total capacity, securitization obligations | 200 | 200 | ||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 48 | $ 48 | ||||||||
[1] The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. As of June 30, 2024, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of June 30, 2024, there were $410 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On July 30, 2024, the Company had $400 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. The interest rate with respect to revolving loans under the Revolving Credit Facility at June 30, 2024 is based on, at the Company's option, Term Secured Overnight Financing Rate (" SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to 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 June 30, 2024. The i nterest rate with respect to outstanding borrowings under the Term Loan A Facility at June 30, 2024 is based on, at the Company's option, Term SOFR plus a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the 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 June 30, 2024. The Term Loan A Facility provides for quarterly amortization payments based on a percentage of the original principal amount of $237 million as follows: 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 Term Loan A Facility due at maturity on February 8, 2025. In May 2024, Anywhere Group extended the existing Apple Ridge Funding LLC securitization program until May 30, 2025. As of June 30, 2024, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $152 million being utilized leaving $48 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 $214 million and $146 million of underlying relocation receivables and other related relocation assets at June 30, 2024 and December 31, 2023, 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 $2 million and $3 million for the three months ended June 30, 2024 and 2023, respectively, as well as $4 million and $6 million for the six months ended June 30, 2024 and 2023, respectively. This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Anywhere Group's relocation operations where interest is generally earned on such assets. The securitization obligations represent floating rate debt for which the average weighted interest rate was 8.4% and 7.1% for the six months ended June 30, 2024 and 2023, respectively. |
Short And Long-Term Debt Maturi
Short And Long-Term Debt Maturities Table (Details) - USD ($) $ in Millions | 6 Months Ended | ||||
Dec. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |||
Maturities of Long-term Debt | |||||
Remaining 2024 (a) | [1] | $ 422 | |||
2025 | 184 | ||||
2026 | 403 | ||||
2027 | 0 | ||||
2028 | $ 0 | ||||
Long-term Debt Maturities, Years Presented | 4 years | ||||
Current portion of long-term debt | $ 606 | $ 307 | |||
Long-term Debt | 2,660 | ||||
Term Loan A Facility | Secured Debt | |||||
Maturities of Long-term Debt | |||||
Long-term Debt | 196 | [2],[3] | 206 | ||
Term Loan A Facility | Scenario, Forecast | Secured Debt | |||||
Maturities of Long-term Debt | |||||
Debt Instrument, Periodic Payment, Principal | $ 12 | ||||
Revolving Credit Facility | Line of Credit | |||||
Maturities of Long-term Debt | |||||
Line of credit facility outstanding | $ 410 | [4],[5],[6] | $ 285 | ||
[1] Remaining 2024 includes amortization payments totaling $12 million for the Term Loan A Facility, as well as $410 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 $606 million shown on the Condensed Consolidated Balance Sheets consists of $410 million of outstanding borrowings under the Revolving Credit Facility and $196 million of outstanding borrowings under the Term Loan A Facility expiring February 8, 2025. The i nterest rate with respect to outstanding borrowings under the Term Loan A Facility at June 30, 2024 is based on, at the Company's option, Term SOFR plus a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the 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 June 30, 2024. The Term Loan A Facility provides for quarterly amortization payments based on a percentage of the original principal amount of $237 million as follows: 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 Term Loan A Facility due at maturity on February 8, 2025. The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. As of June 30, 2024, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of June 30, 2024, there were $410 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On July 30, 2024, the Company had $400 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. The interest rate with respect to revolving loans under the Revolving Credit Facility at June 30, 2024 is based on, at the Company's option, Term Secured Overnight Financing Rate (" SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended June 30, 2024. |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | [1],[2] | $ 7 | $ 6 | $ 18 | $ 31 | |
Corporate, Non-Segment | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | 3 | 1 | 7 | 6 | ||
Operational Efficiencies Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2023 | 14 | |||||
Restructuring costs, net | 6 | 5 | 16 | [3] | 28 | |
Costs paid or otherwise settled | (15) | |||||
Balance at June 30, 2024 | 15 | 15 | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 88 | 88 | ||||
Amount incurred to date | 79 | 79 | ||||
Total amount remaining to be incurred | 9 | 9 | ||||
Operational Efficiencies Program | Corporate, Non-Segment | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 12 | 12 | ||||
Amount incurred to date | 12 | 12 | ||||
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 | 16 | 16 | ||||
Amount incurred to date | 16 | 16 | ||||
Total amount remaining to be incurred | 0 | 0 | ||||
Operational Efficiencies Program | Owned Brokerage Group | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 54 | 54 | ||||
Amount incurred to date | 46 | 46 | ||||
Total amount remaining to be incurred | 8 | 8 | ||||
Operational Efficiencies Program | Title Group | ||||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 6 | 6 | ||||
Amount incurred to date | 5 | 5 | ||||
Total amount remaining to be incurred | 1 | 1 | ||||
Prior restructuring programs | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2023 | 9 | |||||
Restructuring costs, net | 1 | 1 | 2 | 3 | ||
Costs paid or otherwise settled | (2) | |||||
Balance at June 30, 2024 | 9 | 9 | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount remaining to be incurred | 17 | 17 | ||||
Personnel Related | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | [4] | 5 | 2 | 10 | 13 | |
Personnel Related | Operational Efficiencies Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2023 | 10 | |||||
Restructuring costs, net | [3] | 10 | ||||
Costs paid or otherwise settled | (8) | |||||
Balance at June 30, 2024 | 12 | 12 | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 47 | 47 | ||||
Amount incurred to date | 45 | 45 | ||||
Total amount remaining to be incurred | 2 | 2 | ||||
Facility Related | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring costs, net | [5] | 2 | $ 4 | 8 | $ 18 | |
Facility Related | Operational Efficiencies Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Balance at December 31, 2023 | 4 | |||||
Restructuring costs, net | [3] | 6 | ||||
Costs paid or otherwise settled | (7) | |||||
Balance at June 30, 2024 | 3 | 3 | ||||
Other Asset Impairment Charges | 6 | |||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||||
Total amount expected to be incurred | 41 | 41 | ||||
Amount incurred to date | 34 | 34 | ||||
Total amount remaining to be incurred | $ 7 | $ 7 | ||||
[1] (b) The three months ended June 30, 2024 includes restructuring charges of $2 million at Franchise Group, $1 million at Owned Brokerage Group, $1 million at Title Group and $3 million at Corporate and Other. The three months ended June 30, 2023 includes restructuring charges of $4 million at Owned Brokerage Group , $1 million at Title Group and $1 million at Corporate and Other. The six months ended June 30, 2024 includes restructuring charges of $3 million at Franchise Group, $7 million at Owned Brokerage Group, $1 million at Title Group and $7 million at Corporate and Other. The six months ended June 30, 2023 includes restructuring charges of $6 million at Franchise Group, $18 million at Owned Brokerage Group, $1 million at Title Group and $6 million at Corporate and Other. Restructuring charges for the three months ended June 30, 2024 include $6 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the three months ended June 30, 2023 include $5 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the six months ended June 30, 2024 include $16 million of expense related to the Operational Efficiencies Plan and $2 million of expense related to prior restructuring plans. Restructuring charges for the six months ended June 30, 2023 include $28 million of expense related to the Operational Efficiencies Plan and $3 million of expense related to prior restructuring plans. In addition, the Company incurred $6 million of facility-related costs for lease asset impairments in connection with the Plan during the six months ended June 30, 2024. Personnel-related costs consist of severance costs provided to employees who have been terminated. 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. |
Commitment and Contingencies Li
Commitment and Contingencies Litigation and Tax Matters (Details) $ in Thousands | 6 Months Ended | 9 Months Ended | |||
Dec. 31, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Jul. 31, 2006 Independent_Companies | |
Loss Contingencies [Line Items] | |||||
Cendant Spin-off Number of New Independent Companies | Independent_Companies | 4 | ||||
Number of New Independent Companies per Cendant Business Unit | Independent_Companies | 1 | ||||
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% | 62.50% | |||
Guaranty Arrangement Percentage of Obligations Assumed by Wyndham | 37.50% | 37.50% | |||
Due to former parent | $ 40,000 | $ 40,000 | $ 38,000 | ||
Noninterest-bearing deposit liabilities | 844,000 | 844,000 | |||
Maximum | |||||
Loss Contingencies [Line Items] | |||||
Cash, FDIC insured amount | 250 | 250 | |||
Judicial Ruling | Burnett and Moehrl | |||||
Loss Contingencies [Line Items] | |||||
Litigation Settlement, Amount Awarded to Other Party | $ 83,500 | ||||
Payments for Legal Settlements | $ 30,000 | ||||
Judicial Ruling | Burnett and Moehrl | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Payments for Legal Settlements | $ 53,500 |
Equity (Details)
Equity (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Feb. 16, 2022 | |
Statement of Equity Table [Line Items] | |||||
Beginning Balance | 110,488,093 | ||||
Ending Balance | 111,243,246 | 111,243,246 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | $ 1,580 | $ 1,630 | $ 1,681 | $ 1,767 | |
Net income (loss) | 30 | 19 | (71) | (119) | |
Other comprehensive income (loss) | 0 | 0 | (1) | 1 | |
Stock-based compensation | 4 | 4 | 8 | 8 | |
Issuance of shares for vesting of equity awards | 0 | 0 | 0 | 0 | |
Shares withheld for taxes on equity awards | 0 | (3) | (4) | ||
Dividends declared | (1) | (1) | |||
Contributions from non-controlling interests | 1 | 1 | |||
Ending Balance | 1,614 | 1,653 | 1,614 | 1,653 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,614 | $ 1,653 | 1,614 | $ 1,653 | |
Shares Authorized under Stock Repurchase Program, | $ 300 | ||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 203 | $ 203 | |||
Common Stock | |||||
Statement of Equity Table [Line Items] | |||||
Beginning Balance | 111,100,000 | 110,400,000 | 110,500,000 | 109,500,000 | |
Issuance of shares for vesting of equity awards | 100,000 | 100,000 | 1,200,000 | 1,500,000 | |
Shares withheld for taxes on equity awards | (100,000) | (500,000) | (600,000) | ||
Ending Balance | 111,200,000 | 110,400,000 | 111,200,000 | 110,400,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | $ 1 | $ 1 | $ 1 | $ 1 | |
Ending Balance | 1 | 1 | 1 | 1 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1 | 1 | 1 | 1 | |
Additional Paid-In Capital | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | 4,814 | 4,805 | 4,813 | 4,805 | |
Stock-based compensation | 4 | 4 | 8 | 8 | |
Shares withheld for taxes on equity awards | (3) | (4) | |||
Ending Balance | 4,818 | 4,809 | 4,818 | 4,809 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 4,818 | 4,809 | 4,818 | 4,809 | |
Accumulated Deficit | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | (3,192) | (3,132) | (3,091) | (2,994) | |
Net income (loss) | 30 | 19 | (71) | (119) | |
Ending Balance | (3,162) | (3,113) | (3,162) | (3,113) | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (3,162) | (3,113) | (3,162) | (3,113) | |
Accumulated Other Comprehensive Loss | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | (45) | (47) | (44) | (48) | |
Other comprehensive income (loss) | (1) | 1 | |||
Ending Balance | (45) | (47) | (45) | (47) | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (45) | (47) | (45) | (47) | |
Non- controlling Interests | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning Balance | 2 | 3 | 2 | 3 | |
Net income (loss) | 0 | ||||
Dividends declared, Noncontrolling Interest | (1) | (1) | |||
Contributions from non-controlling interests | 1 | 1 | |||
Ending Balance | 2 | 3 | 2 | 3 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 2 | $ 3 | $ 2 | $ 3 |
Equity Stock-Based Compensation
Equity Stock-Based Compensation (Details) - $ / shares shares in Millions | 3 Months Ended | |
Mar. 31, 2024 | Jun. 30, 2024 | |
Restricted Stock Units (RSUs) | ||
Non Options Granted in Period | 1.3 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.09 | |
Performance Shares | ||
Non Options Granted in Period | 1.3 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.44 | |
Performance share unit TSR multiplier | 1,500% |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 02, 2021 | ||
Earnings Per Share [Line Items] | ||||||
Net income (loss) attributable to Anywhere and Anywhere Group | $ 30 | $ 19 | $ (71) | $ (119) | ||
Basic | 111,200 | 110,400 | 110,900 | 110,100 | ||
Dilutive effect of stock-based compensation | [1] | 700 | 900 | 0 | 0 | |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | [2] | 0 | 0 | 0 | 0 | |
Diluted | 111,900 | 111,300 | 110,900 | 110,100 | ||
Basic earnings (loss) per share | $ 0.27 | $ 0.17 | $ (0.64) | $ (1.08) | ||
Diluted earnings (loss) per share | $ 0.27 | $ 0.17 | $ (0.64) | $ (1.08) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,400 | 6,600 | ||||
0.25% Exchangeable Senior Notes | Convertible Debt | ||||||
Earnings Per Share [Line Items] | ||||||
Debt Instrument, Convertible, Conversion Price | $ 24.49 | |||||
[1] The three months ended June 30, 2024 and 2023, exclude 7.4 million and 6.6 million shares of common stock, respectively, 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 Company was in a net loss position for the six months ended June 30, 2024 and 2023 and therefore, the impact of incentive equity awards was excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. 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 | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1] | $ 1,669 | $ 1,671 | $ 2,795 | $ 2,802 |
Corporate, Non-Segment | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1],[2] | (92) | (93) | (156) | (156) |
Franchise Group | Operating Segments | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1] | 265 | 284 | 465 | 491 |
Owned Brokerage Group | Operating Segments | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1] | 1,393 | 1,380 | 2,312 | 2,295 |
Title Group | Operating Segments | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenues | [1] | $ 103 | $ 100 | $ 174 | $ 172 |
[1] Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $92 million and $156 million for the three and six months ended June 30, 2024, respectively, and $93 million and $156 million for the three and six months ended June 30, 2023, respectively. Such amounts are eliminated through the Corporate and Other line. Includes the elimination of transactions between segments. |
Segment Information - Operating
Segment Information - Operating EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Segment Reporting Information [Line Items] | |||||
Operating EBITDA | $ 139 | $ 126 | $ 122 | $ 74 | |
Depreciation and amortization | 48 | 49 | 103 | 99 | |
Interest expense, net | 40 | 39 | 79 | 77 | |
Income tax expense (benefit) | 11 | 8 | (17) | (38) | |
Restructuring costs, net | [1],[2] | 7 | 6 | 18 | 31 |
Impairments | [3] | 2 | 4 | 8 | 8 |
Former parent legacy cost, net | [4] | 1 | 1 | 2 | 17 |
Gain on the sale of businesses, investments or other assets, net | 0 | 0 | 0 | (1) | |
Net income (loss) attributable to Anywhere and Anywhere Group | 30 | 19 | (71) | (119) | |
Corporate, Non-Segment | |||||
Segment Reporting Information [Line Items] | |||||
Operating EBITDA | [5] | (33) | (38) | (65) | (95) |
Restructuring costs, net | 3 | 1 | 7 | 6 | |
Franchise Group | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating EBITDA | 159 | 164 | 248 | 261 | |
Restructuring costs, net | 2 | 3 | 6 | ||
Owned Brokerage Group | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating EBITDA | 4 | (10) | (55) | (85) | |
Restructuring costs, net | 1 | 4 | 7 | 18 | |
Title Group | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating EBITDA | 9 | 10 | (6) | (7) | |
Restructuring costs, net | $ 1 | $ 1 | $ 1 | $ 1 | |
[1] (b) The three months ended June 30, 2024 includes restructuring charges of $2 million at Franchise Group, $1 million at Owned Brokerage Group, $1 million at Title Group and $3 million at Corporate and Other. The three months ended June 30, 2023 includes restructuring charges of $4 million at Owned Brokerage Group , $1 million at Title Group and $1 million at Corporate and Other. The six months ended June 30, 2024 includes restructuring charges of $3 million at Franchise Group, $7 million at Owned Brokerage Group, $1 million at Title Group and $7 million at Corporate and Other. The six months ended June 30, 2023 includes restructuring charges of $6 million at Franchise Group, $18 million at Owned Brokerage Group, $1 million at Title Group and $6 million at Corporate and Other. Restructuring charges for the three months ended June 30, 2024 include $6 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the three months ended June 30, 2023 include $5 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the six months ended June 30, 2024 include $16 million of expense related to the Operational Efficiencies Plan and $2 million of expense related to prior restructuring plans. Restructuring charges for the six months ended June 30, 2023 include $28 million of expense related to the Operational Efficiencies Plan and $3 million of expense related to prior restructuring plans. Non-cash impairments primarily related to leases and other assets. Former parent legacy cost is recorded in Corporate and Other and relates to a legacy tax matter. Includes the elimination of transactions between segments. |