Anywhere Real Estate Inc. (HOUS) 2024年10-K年度報告「NYSE」.pdf

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1、Table of Contents_UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE A

2、CT OF 1934For the transition period from _ to _Commission File No.001-35674Commission File No.333-148153Anywhere Real Estate Inc.Anywhere Real Estate Group LLC(Exact name of registrant as specified in its charter)(Exact name of registrant as specified in its charter)20-805095520-4381990(I.R.S.Employ

3、er Identification Number)(I.R.S.Employer Identification Number)Delaware175 Park Avenue(State or other jurisdiction of incorporation or organization)Madison,New Jersey 07940(973)407-2000(Address of principal executive offices,including zip code)(Registrants telephone number,including area code)Securi

4、ties registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredAnywhere Real Estate Inc.Common Stock,par value$0.01 per shareHOUSNew York Stock ExchangeAnywhere Real Estate Group LLCNoneNoneNoneSecurities registered pursuant to Sectio

5、n 12(g)of the Act:NoneIndicate by check mark if the Registrants are a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Anywhere Real Estate Inc.Yes No Anywhere Real Estate Group LLC Yes No Indicate by check mark if the Registrants are not required to file reports pursuant to S

6、ection 13 or Section 15(d)of the Exchange Act.Anywhere Real Estate Inc.Yes No Anywhere Real Estate Group LLC Yes No Indicate by check mark whether the Registrants(1)have filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12 months(

7、or for such shorter period that the Registrants were required to file such reports),and(2)have been subject to such filing requirements for thepast 90 days.Anywhere Real Estate Inc.Yes No Anywhere Real Estate Group LLC Yes No Indicate by check mark whether the Registrants have submitted electronical

8、ly every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the Registrants were required to submit such files).Anywhere Real Estate Inc.Yes No Anywhere Real Estate Group LLC Yes

9、No Indicate by check mark whether the Registrants are large accelerated filers,accelerated filers,non-accelerated filers,smaller reporting companies,or emerging growthcompanies.See the definitions of large accelerated filer,accelerated filer,smaller reporting company,and emerging growth company in R

10、ule 12b-2 of theExchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyAnywhere Real Estate Inc.Anywhere Real Estate Group LLCIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended

11、transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control o

12、verfinancial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the regis

13、trant included in the filing reflectthe correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrants executive office

14、rs during the relevant recovery period pursuant to 240.10D-1(b)Indicate by check mark whether the Registrants are a shell company(as defined in Rule 12b-2 of the Exchange Act).Anywhere Real Estate Inc.Yes No Anywhere Real Estate Group LLC Yes No The aggregate market value of the voting and non-votin

15、g common equity of Anywhere Real Estate Inc.held by non-affiliates as of the close of business on June 30,2024 was$357 million.There were 111,261,825 shares of Common Stock,$0.01 par value,of Anywhere Real Estate Inc.outstanding as of February 21,2025.Anywhere Real Estate Group LLC meets the conditi

16、ons set forth in General Instruction I(1)(a)and(b)of Form 10-K and is therefore filing this Form with the reduceddisclosure format applicable to Anywhere Real Estate Group LLC.DOCUMENTS INCORPORATED BY REFERENCE_2025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/0001398987250

17、00020/hous-20241231.htm1/136Portions of the Proxy Statement prepared for the Annual Meeting of Stockholders to be held May 7,2025 are incorporated by reference into Part III of this report._2025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.ht

18、m2/136Table of ContentsTABLE OF CONTENTSPageForward-Looking Statements1Summary of Risk Factors2Trademarks and Service Marks4Market and Industry Data and Forecasts6PART IItem 1.Business5Item 1A.Risk Factors23Item 1C.Cybersecurity46Item 2.Properties48Item 3.Legal Proceedings48Item 4.Mine Safety Disclo

19、sures48Information about our Executive Officers48PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities50Item 6.Reserved51Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations51Item 7A.Quantitativ

20、e and Qualitative Disclosures about Market Risk66Item 8.Financial Statements and Supplementary Data66Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure66Item 9A.Controls and Procedures66Item 9B.Other Information68PART IIIItem 10.Directors,Executive Officers a

21、nd Corporate Governance69Item 11.Executive Compensation69Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters69Item 13.Certain Relationships and Related Transactions,and Director Independence69Item 14.Principal Accounting Fees and Services69PART IVIt

22、em 15.Exhibits,Financial Statements and Schedules70Item 16.Form 10-K Summary70SIGNATURES71Financial Statements and NotesF-1Exhibit IndexG-12025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm3/136Table of ContentsFORWARD-LOOKING STATEMENTSFo

23、rward-looking statements included in this Annual Report on Form 10-K(this Annual Report)and our other public filings or otherpublic statements that we make from time to time are based on various facts and derived utilizing numerous important assumptionsand are subject to known and unknown risks,unce

24、rtainties and other factors that may cause our actual results,performance orachievements to be materially different from any future results,performance or achievements expressed or implied by such forward-looking statements.Forward-looking statements include the information concerning our future fin

25、ancial performance,businessstrategy,projected plans and objectives,as well as projections of macroeconomic and industry trends,which are inherently unreliabledue to the multiple factors that impact economic trends,and any such variations may be material.Statements preceded by,followedby or that othe

26、rwise include the words believes,expects,anticipates,intends,projects,estimates,potential,plans,andsimilar expressions or future or conditional verbs such as will,should,would,may and could are generally forward-lookingin nature and not historical facts.You should understand that important factors c

27、ould affect our future results and may cause actualresults to differ materially from those expressed in the forward-looking statements,including those listed directly below underSummary of Risk Factors and as described in more detail under Item 1A.Risk Factors and those described in Item 7.Managemen

28、ts Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report.Most of thesefactors are difficult to anticipate and are generally beyond our control.You should consider these factors in connection with anyforward-looking statements that may be made by us and our bu

29、sinesses generally.All forward-looking statements herein speak only as of the date of this report and are expressly qualified in their entirety by thecautionary statements included in or incorporated by reference into this report.Except as is required by law,we expressly disclaimany obligation to pu

30、blicly release any revisions to forward-looking statements to reflect events after the date of this report.For anyforward-looking statement contained in this Annual Report,our public filings or other public statements,we claim the protection ofthe safe harbor for forward-looking statements contained

31、 in the Private Securities Litigation Reform Act of 1995.12025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm4/136Table of ContentsSUMMARY OF RISK FACTORSThe following summary of risk factors is not exhaustive.We are subject to other risks

32、discussed under Item 1A.Risk Factors,andunder Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations,as well as risks that maybe discussed in other reports filed with the SEC.As noted under Forward-Looking Statements above,these factors could affect ourfuture res

33、ults and cause actual results to differ materially from those expressed in our forward-looking statements.Investors and otherreaders are urged to consider all of these risks,uncertainties and other factors carefully in evaluating our business.The residential real estate market is cyclical,and we are

34、 negatively impacted by downturns and disruptions in this market,including factors that impact homesale transaction volume(homesale sides times average homesale price),such as:prolonged periods of a high mortgage rate and/or high inflation rate environment;continued or accelerated reductions in hous

35、ing affordability,whether at initial purchase or ongoing ownership cost;insufficient or excessive home inventory levels by market or price point;continued or accelerated declines,or the absence of significant increases,in the number of home sales;stagnant or declining home prices;andchanges in consu

36、mer preferences in the U.S.;We are negatively impacted by adverse developments or the absence of sustained improvement in macroeconomic conditions(such as business,economic or political conditions)on a global,domestic or local basis;Changes to industry rules or practices that prohibit,restrict or ad

37、versely alter policies,practices,rules or regulations governingthe functioning of the residential real estate market(regardless of whether such changes are driven by regulatory action,litigationoutcomes,or otherwise)could materially adversely affect our operations and financial results,including,but

38、 not limited to,changes related to:the clear cooperation policy,which is a National Association of Realtors(“NAR”)mandated policy that requires a listingbroker to submit a listing to the multiple listing services(MLSs)for cooperation with other MLS participants within aspecified time of marketing a

39、property to the public(the“Clear Cooperation Policy”);the rules mandating participation in state and national Realtor associations in order to post on the local MLS;andthe rules limiting access to lock-boxes used to facilitate property showings and the rules that limit display of co-mingledMLS and n

40、on-MLS listings;Risks related to the impact of evolving competitive and consumer dynamics on both the Company and affiliated franchisees,whether driven by competitive or regulatory factors or other changes to industry rules or practices,which could include,but arenot limited to:meaningful decreases

41、in the average homesale broker commission rate(including the average buy-side commission rate);continued erosion of our share of the commission income generated by homesale transactions;our ability(and the ability of affiliated joint ventures and franchisees)to compete against traditional and non-tr

42、aditionalcompetitors,including those that adapt more effectively,including by growing inorganically,to the continuing downturn inthe housing market and the changes in industry rules and practices;our ability to adapt our business to changing consumer preferences;andfurther disruption in the resident

43、ial real estate brokerage industry related to listing aggregator market power andconcentration,including with respect to ancillary services;Our business and financial results may be materially and adversely impacted if we are unable to execute our business strategy,including if we are not successful

44、 in our efforts to:recruit and retain productive independent sales agents and teams,and other agent-facing talent;attract and retain franchisees or renew existing franchise agreements without reducing contractual royalty rates or increasingthe amount and prevalence of sales incentives;develop or pro

45、cure products,services and technology that support our strategic initiatives;successfully adopt and integrate artificial intelligence and similar technology into our products and services;achieve or maintain cost savings and other benefits from our cost-saving initiatives;generate a meaningful numbe

46、r of high-quality leads for independent sales agents and franchisees;andcomplete,integrate or realize the expected benefits of acquisitions and joint ventures;22025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm5/136Table of ContentsAdverse

47、 developments or resolutions in litigation,in particular large scale litigation,involving significant claims,such as classaction antitrust litigation and litigation related to the Telephone Consumer Protection Act(TCPA),may materially harm ourbusiness,results of operations and financial condition;Ou

48、r substantial indebtedness,alone or in combination with other factors,particularly heightened during industry downturns orbroader recessions,could(i)adversely limit our operations,including our ability to grow our business whether organically or viaacquisitions,(ii)adversely impact our liquidity inc

49、luding,but not limited to,with respect to our interest obligations and thenegative covenant restrictions contained in our debt agreements and/or(iii)adversely impact our ability,and any actions we maytake,to refinance,restructure or repay our indebtedness or incur additional indebtedness;We have sub

50、stantial indebtedness that will mature(or may spring forward)in 2026 and we may not be able to refinance orrestructure any such debt on terms as favorable as those of currently outstanding debt,or at all;An event of default under our material debt agreements would adversely affect our operations and

51、 our ability to satisfyobligations under our indebtedness;A downgrade,suspension or withdrawal of the rating assigned by a rating agency to us or our indebtedness could make it moredifficult for us to refinance or restructure our debt or obtain additional debt financing in the future;Variable rate i

52、ndebtedness subjects us to interest rate risk,which could cause our debt service obligations to increase;Our financial condition and/or results of operations may be adversely impacted by risks related to our business structure,including,but not limited to:the operating results of affiliated franchis

53、ees and their ability to pay franchise and related fees;continued consolidation among our top 250 franchisees;challenges relating to the owners of the two brands we do not own;the geographic and high-end market concentration of our company owned brokerages;the loss of our largest real estate benefit

54、 program client or continued reduction in spending on relocation services;the failure of third-party vendors or partners to perform as expected or our failure to adequately monitor them;our ability to continue to securitize certain of the relocation assets of Cartus;our reliance on information techn

55、ology to operate our business and maintain our competitiveness;andthe negligence or intentional actions of affiliated franchisees and their independent sales agents or independent sales agentsengaged by our company owned brokerages,which are traditionally outside of our control;Risks related to lega

56、l and regulatory matters may cause us to incur increased costs and/or result in adverse financial,operationalor reputational consequences to us,including but not limited to,our failure or alleged failure to comply with laws,regulationsand regulatory interpretations and any changes or stricter interp

57、retations of any of the foregoing,including but not limited to:(1)antitrust laws and regulations,(2)the Real Estate Settlement Procedures Act(RESPA)or other federal or state consumerprotection or similar laws,(3)state or federal employment laws or regulations that would require reclassification of i

58、ndependentcontractor sales agents to employee status,(4)the TCPA and any related laws limiting solicitation of business,and(5)privacy orcybersecurity laws and regulations;We face reputational,business continuity and legal and financial risks associated with cybersecurity incidents;The weakening or u

59、navailability of our intellectual property rights could adversely impact our business;Our goodwill and other long-lived assets are subject to further impairment which could negatively impact our earnings;We could be subject to significant losses if banks do not honor our escrow and trust deposits;Ch

60、anges in accounting standards and management assumptions and estimates could have a negative impact on us;We face risks related to potential attrition among our senior executives or other key employees and related to our ability todevelop our existing workforce and to recruit talent in order to adva

61、nce our business strategies;We face risks related to our Exchangeable Senior Notes and exchangeable note hedge and warrant transactions;We face risks related to severe weather events,natural disasters and other catastrophic events,such as the wildfires recentlyimpacting California;Increasing scrutin

62、y and changing expectations related to corporate sustainability practices may impose additional costs on us orexpose us to reputational or other risks;Market forecasts and estimates,including our internal estimates,may prove to be inaccurate;andWe face risks related to our common stock,including tha

63、t price of our common stock may fluctuate significantly.32025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm6/136Table of ContentsTRADEMARKS AND SERVICE MARKSWe own or have rights to use the trademarks,service marks and trade names that we

64、use in conjunction with the operation of ourbusiness.Some of the more important trademarks that we own or have rights to use that appear in this Annual Report include theCENTURY 21,COLDWELL BANKER,ERA,CORCORAN,COLDWELL BANKER COMMERCIAL,SOTHEBYSINTERNATIONAL REALTY,BETTER HOMES AND GARDENS Real Esta

65、te,and CARTUS marks,which are registered in theUnited States and/or registered or pending registration in other jurisdictions,as appropriate to the needs of our relevant business.Eachtrademark,trade name or service mark of any other company appearing in this Annual Report is owned by such company.42

66、025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm7/136Table of ContentsPART IExcept as otherwise indicated or unless the context otherwise requires,the terms we,us,our,our company,Anywhere andthe Company refer to Anywhere Real Estate Inc.,

67、a Delaware corporation,and its consolidated subsidiaries,including AnywhereIntermediate Holdings LLC,a Delaware limited liability company(Anywhere Intermediate),and Anywhere Real Estate Group LLC,a Delaware limited liability company(Anywhere Group).Neither Anywhere,the indirect parent of Anywhere Gr

68、oup,nor AnywhereIntermediate,the direct parent company of Anywhere Group,conducts any operations other than with respect to its respective director indirect ownership of Anywhere Group.As a result,the consolidated financial positions,results of operations and cash flows ofAnywhere,Anywhere Intermedi

69、ate and Anywhere Group are the same.As used in this Annual Report:Senior Secured Credit Agreement refers to the Amended and Restated Credit Agreement dated as of March 5,2013,asamended,amended and restated,modified or supplemented from time to time,that governs the senior secured credit facility,orS

70、enior Secured Credit Facility,which includes the Revolving Credit Facility;Term Loan A Agreement refers to the Term Loan A Agreement dated as of October 23,2015,as amended,amended andrestated,modified or supplemented from time to time,also referred to as the Term Loan A Facility(paid in full in Augu

71、st2024);7.00%Senior Secured Second Lien Notes refers to our 7.00%Senior Secured Second Lien Notes due 2030;5.75%Senior Notes and 5.25%Senior Notes refer to our 5.75%Senior Notes due 2029 and 5.25%Senior Notes due 2030,respectively,and are referred to collectively as the Unsecured Notes;andExchangeab

72、le Senior Notes refers to our 0.25%Exchangeable Senior Notes due 2026.Item 1.Business.Our CompanyA leader of integrated residential real estate services in the U.S.,Anywhere includes franchise,brokerage,relocation,and title andsettlement businesses,as well as mortgage and title insurance underwriter

73、 joint ventures,supporting approximately 1 million closedhomesale sides(either the buy or sell side of a homesale transaction)in 2024.The diverse Anywhere brand portfolio includessome of the most recognized names in real estate:Better Homes and Gardens Real Estate,CENTURY 21,ColdwellBanker,Coldwell

74、Banker Commercial,Corcoran,ERA,andSothebys International Realty.Using innovative technology,dataand marketing products,high-quality lead generation programs,and best-in-class learning and support services,Anywhere fuels theproductivity of its approximately 179,200 independent sales agents in the U.S

75、.and approximately 132,700 independent sales agentsin 118 other countries and territories,helping them build stronger businesses and best serve todays consumers.Segment OverviewWe report our operations in three segments,each of which receives fees based upon services performed for our customers:Anyw

76、here 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 Sothebys International Realty.This segment also includes our global reloc

77、ation services operation through CartusRelocation 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 ColdwellBanker,Corcoran and Sothebys International Realty

78、 brand names in many of the largest metropolitan areas in the U.S.Thissegment also includes our share of equity earnings or losses from our minority-owned real estate auction joint venture.Anywhere Integrated Services(Title Group)provides full-service title,escrow and settlement services to consumer

79、s,realestate companies,corporations and financial institutions primarily in support of residential real estate transactions.This segmentalso includes our share of equity earnings or losses from Guaranteed Rate Affinity,our minority-owned mortgage originationjoint venture,and from our minority-owned

80、title insurance underwriter joint venture.52025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm8/136Table of Contents*Our headquarters is located at 175 Park Avenue,Madison,New Jersey 07940.Our general telephone number is(973)407-2000.TheCom

81、pany files electronically with the Securities and Exchange Commission(the SEC)required reports on Form 8-K,Form 10-Qand Form 10-K;proxy materials;registration statements and other forms or reports as required.Certain of the Companys officers anddirectors also file ownership reports for insiders as r

82、equired by Section 16 of the Securities Exchange Act of 1934.Such materialsmay be accessed electronically on the SECs Internet site(www.sec.gov).We maintain an Internet website at http:/anywhere.re andmake available free of charge on or through our website our annual report on Form 10-K,quarterly re

83、ports on Form 10-Q,currentreports on Form 8-K,Section 16 reports and any amendments to these reports in the Investors section of our website as soon asreasonably practicable after such material is electronically filed with or furnished to the SEC.Our website address is provided as aninactive textual

84、 reference.The contents of our website are not incorporated by reference herein or otherwise a part of this AnnualReport.MARKET AND INDUSTRY DATA AND FORECASTSThis Annual Report includes historical data,forecasts and information obtained from independent sources such as the Federal HomeLoan Mortgage

85、 Corporation(Freddie Mac),the U.S.Bureau of Labor Statistics,the U.S.Federal Reserve Board(the FederalReserve),NAR,the Federal National Mortgage Association(Fannie Mae),trade associations,industry publications and surveys,and other information available to us.Some data is also based on our good fait

86、h estimates,which are derived from managementsknowledge of the industry and independent sources.While we believe that the industry data presented herein is derived from the mostwidely recognized sources for reporting U.S.residential housing market statistical data,we caution that such information is

87、 subject tochange and do not endorse or suggest reliance on this data or information alone.For example,in 2022,NAR significantly revised itspreviously published average(mean)sales price(“ASP”)data for U.S.existing homes for prior periods,which resulted indiscontinuing our usage of NAR ASP data in ou

88、r SEC filings.Forecasts regarding rates of home ownership,sales price,volume of homesales,and other metrics included in this Annual Report todescribe the housing industry are inherently uncertain or speculative in nature and actual results for any period could materially differ.Industry publications

89、,surveys and forecasts generally state that the information contained therein has been obtained from sourcesbelieved to be reliable,but such information may not be accurate or complete.We have not independently verified any of the datafrom third-party sources nor have we ascertained the underlying e

90、conomic assumptions relied upon therein.Statements as to ourmarket position are based on market data currently available to us.While we are not aware of any misstatements regarding industrydata provided herein,our estimates involve risks and uncertainties and are subject to change based upon various

91、 factors,includingthose discussed under the headings Risk Factors and Forward-Looking Statements.Similarly,we believe our internal research isreliable,even though such research has not been verified by any independent sources.Industry OverviewIndustry definition.We primarily operate in the U.S.resid

92、ential real estate industry and derive substantially all of our revenues fromserving the needs of buyers and sellers of existing homes rather than new homes manufactured and sold by homebuilders.Residentialreal estate brokerage companies typically realize revenues in the form of a commission that is

93、 based on a percentage of the price ofeach home sold.As a result,the real estate industry generally benefits from rising home prices and increasing homesale transactions(and conversely is adversely impacted by falling prices and lower homesale transactions).We believe that existing homesaletransacti

94、ons and the services associated with these transactions,such as mortgage origination,title services and relocation services,represent one of the most attractive segments of the residential real estate industry for the following reasons:the existing homesales segment represents a significantly larger

95、 addressable market than new homesales.Of the approximately4.7 million homesales in the U.S.in 2024,NAR estimates that approximately 4.1 million were existing homesales,representingapproximately 86%of the overall sales as measured in units;existing homesales afford us the opportunity to represent ei

96、ther the buyer or the seller and in some cases both the buyer and theseller;andwe are able to generate revenues from other Company services provided to our customers.Our business model relies heavily on affiliated independent sales agents,who play a critical consumer-facing role in the home buyingan

97、d selling experience for both our company owned and franchise brokerages.While substantially all homebuyers start their searchfor a home using the Internet,according to NAR,approximately 88%of home buyers and 90%of home sellers used an agent orbroker in 2024.We believe that agents or brokers will co

98、ntinue to be directly involved62025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm9/136Table of Contentsin most home purchases and sales,primarily because real estate transactions have certain characteristics that benefit from the servicean

99、d value offered by an agent or broker,including the following:the average homesale transaction value is very high and generally is the largest transaction one does in a lifetime;homesale transactions occur infrequently;there is a compelling need for personal service as home preferences are unique to

100、 each buyer;a high level of support is required given the complexity associated with the process,including specific marketing and technologyservices as well as assistance with the inspection process and other aspects of the transaction;the consumer preference to visit properties for sale in person,n

101、otwithstanding the availability of online images and propertytours;andthere is a high variance in price,depending on neighborhood,floor plan,architecture,fixtures,and outdoor space.Cyclical nature of industry,long-term demographics and seasonality.The U.S.residential real estate industry exhibits a

102、cyclicalnature,characterized by periods of downturns as observed since mid-2022 and from 2006 to 2011,followed by phases of recoveryand growth,exemplified from 2012 to 2021.Currently,the market is at historic lows,with 2023 and 2024 having the lowest homesaletransactions since 1995,according to NAR

103、data.These cycles are typically affected by broader economic shifts and conditions withinthe residential real estate market,factors largely beyond our control.We believe that long-term demand for housing and the growth of our industry is impacted by various factors.Chief among these arehousing affor

104、dability,the overall economic well-being of the U.S.,and pivotal demographic trends,including generational transitions,and the rise in U.S.household formations.Elements such as mortgage rates and mortgage availability,tax incentives,job marketdynamics,the conversion of renters to homebuyers,and the

105、intrinsic benefits associated with homeownership further contribute to theindustrys trajectory.While the U.S.residential real estate market experienced substantial declines since 2022,we maintain an optimistic outlook on thegrowth of the residential real estate market over the mid to long term.Our o

106、ptimism is rooted in the anticipation of enduring positivefundamentals,such as U.S.population over the last decade,and the expected growth in the number of U.S.households,particularlyamong the millennial generation,over the coming decade.The U.S.residential housing market is also seasonal.Typically,

107、a heightened volume of homesale transactions occurs in the secondand third quarters of each year.Consequently,our historical data reveals stronger operating results and revenues during these periods.Uncertainties Relating to the Residential Real Estate Industry.The U.S.residential real estate broker

108、age industry is currently in themidst of a period of significant uncertainty driven by actual and potential changes to a number of industry rules or practices thatimpact the functioning of the U.S.residential brokerage industry and our business.For more information,see Item 7.Managements Discussion

109、and AnalysisCurrent Business and Industry Trends and Item 1A.Risk FactorsRegulatory andLegal Risks.Participation in Multiple Aspects of Residential Real EstateWe participate in services associated with many aspects of the residential real estate market.Our complementary businesses andminority-held j

110、oint ventures,including our mortgage origination and title insurance underwriter joint ventures,work together,allowing us to generate revenue at various points in a residential real estate transaction,including the purchase or sale of homes,corporate relocation,lead generation services,settlement an

111、d title services,and franchising of our brands.The businesses each benefitfrom our deep understanding of the industry,strong relationships with real estate brokers,sales agents and other real estateprofessionals and expertise across the transactional process.Unlike other industry participants who of

112、fer only one or two services,wecan offer homeowners,our franchisees and our corporate and real estate benefit program clients ready access to numerous associatedservices that facilitate and simplify the home purchase and sale process.These services provide further revenue opportunities for ourowned

113、businesses and those of our franchisees.All of our businesses and our minority-owned joint ventures can derive revenue fromthe same real estate transaction.72025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm10/136Table of ContentsOur Brand

114、sOur brands are among the most well-known and established real estate brokerage brands in the real estate industry.Together with our strategic joint ventures,our brands allow us to leverage our strengths,while participating in multiple marketswithin the real estate industry.Specifically,while all of

115、 our brands compete to varying extents in the high-end markets,our SothebysInternational Realty and Corcoran brands are particularly well-positioned to benefit from growth in high-end markets.Likewise,while all of our brands utilize offerings through Title Group,our company owned Coldwell Banker bra

116、nd shares synergies with ourtitle business as well as our mortgage origination and title insurance underwriter joint ventures that allow us to progress towards ourgoal to integrate and streamline the residential real estate transaction.In addition,our global franchise brands including Better Homesan

117、d Gardens Real Estate,CENTURY 21 andERA,as well as franchised Sothebys International Realty,Corcoran and ColdwellBanker brokerages,provide us with attractive scale and afford us the ability to offer versatility of choice to franchisees andconsumers.Our real estate brands are listed in the following

118、chart,which includes information as of December 31,2024,for both our franchisedand company owned offices:Brands(1)Worldwide Offices(2)11,0002,9001,1002,300400100Worldwide Brokers andSales Agents(2)130,20096,30026,10043,20011,2004,900U.S.Annual Sides219,329468,004117,86070,09258,23116,494#of Countrie

119、s and Territorieswith Owned or FranchisedOperations7945843769CharacteristicsA 50+yearleader in brandawareness anda toprecognized andrespected namein real estateSignificantinternationaloffice footprint119-year legacyin real estate ColdwellBanker GlobalLuxuryprogram touniquely markettop tier listings

120、Long-timeindustry leaderin effectiveadvertisingSynonymous withluxuryStrong ties toauction houseestablished in1744Powerful globalpresenceLongstandingcommitment totechnology andinnovationDrivingperformancethroughinnovation,collaboration,diversity andgrowthUniqueopportunity forflexiblebrandingStrong br

121、and namerecognitionUnique access toconsumers,marketingchannels andcontent throughbrand licensingrelationship with aleading mediacompanyLeadingresidential realestate brand for50+years Commitment towhite-gloveservice,customer-centricbrand,and LiveWho You Arephilosophy_(1)Information presented for Cold

122、well Banker includes Coldwell Banker Commercial.(2)Includes information reported to us by independently owned franchisees(including approximately 12,500 offices and approximately 132,700related brokers and independent sales agents of non-U.S.franchisees and franchisors).82025/5/19 13:27hous-20241231

123、https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm11/136Table of ContentsAnywhere BrandsFranchise GroupOverviewFranchise BusinessFranchise Group is comprised of our franchise business as well as our lead generation and relocation services operations.As of December 31

124、,2024,our real estate franchise systems and proprietary brands had approximately 311,900 independent salesagents worldwide,including approximately 179,200 independent sales agents operating in the U.S.(which included approximately52,900 company owned brokerage independent sales agents).As of Decembe

125、r 31,2024,our real estate franchise systems andproprietary brands had approximately 17,800 offices worldwide in 119 countries and territories in North and South America,Europe,Asia,Africa,the Middle East and Australia,including approximately 5,300 brokerage offices in the U.S.(which includedapproxim

126、ately 580 company owned brokerage offices).As of December 31,2024,on a year-over-year basis,independent sales agents affiliated with our company owned brokeragesexperienced a 7%decline(based on the Companys internal data)and independent sales agents affiliated with our U.S.franchiseesexperienced a 4

127、%decline(based on information provided by our affiliated franchisees).The average tenure among our U.S.franchisees is approximately 23 years as of December 31,2024.Our franchisees pay us fees forthe right to operate under one of our trademarks and to enjoy the benefits of the systems and business en

128、hancing tools provided byour real estate franchise operations.In addition to highly competitive brands that provide unique offerings to our franchisees,wesupport our franchisees with servicing programs,technology,and learning and development as well as dedicated national marketingprograms to facilit

129、ate our franchisees in developing their business.Our primary objectives as a franchisor of residential real estate brokerages are to retain and expand existing franchises,sell newfranchises,and most importantly,provide branding and support(including via proprietary and third-party products and servi

130、ces)toour franchisees and their independent sales agents.OperationsFranchisingWe derive substantially all of our real estate franchising revenues from royalties and marketing fees received under long-termfranchise agreements with our domestic franchisees and Owned Brokerage Group for the right to op

131、erate under one of our trademarksand to utilize the benefits of the franchise systems.Royalties are based on a percentage of the franchisees sales commission earnedfrom closed homesale sides,which we refer to as gross commission income.Franchise Groups domestic annual net royalty revenues from franc

132、hisees(other than our company owned brokerages at OwnedBrokerage Group)can be represented by multiplying(1)that years total number of closed homesale sides(either the buy sideand/or the sell side of a real estate transaction)in which those franchisees participated by(2)the average sale price of thos

133、ehomesales by(3)the average brokerage commission rate charged by these franchisees by(4)Franchise Groups net contractualroyalty rate.Franchise Groups net contractual royalty rate represents the average percentage of our franchisees commission revenuespaid to us as a royalty,net of volume incentives

134、achieved,if applicable,and net of other incentives granted to franchisees.In addition to domestic royalty revenue,Franchise Group earns revenue from marketing fees,the strategic alliance program,international affiliates and upfront international fees.During 2024,none of our franchisees(other than Ow

135、ned Brokerage Group)generated more than 3%of the total revenue of our realestate franchise business.Our franchisees(other than our company owned brokerages at Owned Brokerage Group)are independent business operators and wedo not exercise control over their day-to-day operations,including with respec

136、t to their pricing,hiring or affiliation practices.Domestic Franchisees.Franchise agreements set forth certain limited guidelines on the business and operations of the franchisees andrequire them to comply with the mandatory identity standards set forth in each brands policy and procedures manuals.A

137、 franchiseesfailure to comply with these restrictions and standards could result in a termination of the franchise agreement.The franchiseesgenerally are not permitted to terminate the franchise agreements prior to their expiration,and in those cases where termination rightsdo exist,they are limited

138、(e.g.,if the franchisee retires,becomes disabled or dies).Generally,new domestic franchise agreementshave a term of ten years.These franchisee agreements generally require the franchisee to pay us an initial franchise fee for the franchisees principal office plusa royalty fee that is a percentage of

139、 gross commission income,if any,earned by the franchisee.Franchisee fees can be structured innumerous ways,and we have and may continue,from time to time,to introduce pilot programs or92025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm12/1

140、36Table of Contentsrestructure or revise the model used at one or more franchised brands,including with respect to fee structures,minimum productionrequirements or other terms.Certain of our brands utilize a volume-based incentive model with a royalty fee rate that is initially equal to 6%of the fra

141、nchiseesgross commission income,but subject to reduction based upon volume incentives.Under this model,the franchisee is eligible toreceive a refund of a portion of the royalties paid upon the satisfaction of certain conditions.The volume incentive is calculated foreach eligible franchisee as a prog

142、ressive percentage of each franchisees annual gross revenue(paid timely)for each calendar year.The volume incentive varies for each franchise system.We provide a detailed table to each eligible franchisee that describes the grossrevenue thresholds required to achieve a volume incentive and the corre

143、sponding incentive amounts.We reserve the right to increaseor decrease the percentage and/or dollar amounts in the table on an annual basis,subject to certain limitations.Certain franchisees(including some of our largest franchisees)have a flat percentage royalty fee.Under this model,franchisees pay

144、 afixed percentage(generally less than 6%)of their commission income to us and the percentage does not change during the year orover the term of their franchise agreement.Franchisees on this model are generally not eligible for volume incentives.Our Better Homes and Gardens Real Estate franchise bus

145、iness utilizes a capped fee model,which has applied to any new franchiseesince 2019 as well as preexisting franchisees who elect to switch from their current royalty fee structure to the capped fee model.Under this model,franchisees pay a royalty fee(generally equal to 5%of their commission income)c

146、apped at a set amount perindependent sales agent per year,subject to our right to annually modify or increase the independent sales agent cap.Franchisees onthis model are generally not eligible for volume incentives.Our Corcoran franchise business utilizes a tiered royalty fee model under which fran

147、chisees pay us a percentage of their grosscommission income as a royalty fee.The royalty fee percentage is generally set at an initial rate of 6%and decreases in steps duringeach calendar year to a minimum of 4%as the franchisees gross commission income reaches certain levels.Similarly,our ColdwellB

148、anker residential franchise business began offering a tiered royalty fee model in 2021,under which the royalty fee percentage isgenerally set at an initial rate of 5.5%and decreases in steps during the calendar year to a minimum of 3%as the franchisees grosscommission income reaches certain levels.U

149、nder this tiered royalty fee model,we reserve the right to annually modify or increase thegross commission income levels,subject to certain limitations.Franchisees on the tiered royalty fee model are generally not eligiblefor volume incentives.Other incentives may be used as consideration to attract

150、 new franchisees,grow franchisees(including through independent salesagent recruitment)or extend existing franchise agreements.Under certain circumstances,we extend conversion notes or other note-backed funding which we provide to eligible franchisees for the purpose of providing an incentive to joi

151、n the brand,to renew theirfranchise agreements,or to facilitate their growth opportunities.Growth opportunities include the expansion of franchisees existingbusinesses by opening additional offices,through the consolidation of operations of other franchisees,as well as through theacquisition of inde

152、pendent sales agents and offices operated by independent brokerages.Franchisees may also use the proceeds fromnote-backed funding to update marketing materials or upgrade technology and websites.The notes are not funded until appropriatecredit checks and other due diligence matters are completed,and

153、 the business is opened and operating under one of our brands.Uponsatisfaction of certain revenue performance-based thresholds,the notes are forgiven ratably generally over the term of the franchiseagreement.If the revenue performance thresholds are not met or the franchise agreement terminates,fran

154、chisees may be required torepay a portion of the outstanding notes.Each of our current franchise systems requires franchisees and company owned brokerages to make monthly contributions tomarketing funds maintained by each brand in accordance with the applicable franchise agreement.These contribution

155、s are usedprimarily for the development,implementation,production,placement and payment of national and regional advertising,marketing,promotions,public relations,broker and agent marketing tools and products and/or other marketing-related activities,such as leadgeneration,all to promote and further

156、 the recognition of each brand and its independent franchisees and their affiliated independentsales agents.In addition to the contributions from franchisees and company owned offices,in certain instances,Franchise Group maybe required to make contributions to certain marketing funds and may make di

157、scretionary contributions(at its option)to any of themarketing funds.In addition to offices owned and operated by our third-party franchisees,as of December 31,2024,we,through Owned BrokerageGroup,own and operate approximately 580 offices under the Coldwell Banker,Sothebys International Realty and C

158、orcoran brandnames.The domestic royalty revenue from Owned Brokerage Group is calculated by multiplying(i)homesale sides by(ii)averagesale price by(iii)average brokerage commission rate by(iv)their contractual royalty rate.Owned Brokerage Group paysintercompany royalty fees of approximately 6%and ma

159、rketing fees to Franchise Group in connection with its operation of theseoffices.These fees are recognized as income or expense by the applicable segment102025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm13/136Table of Contentslevel and e

160、liminated in the consolidation of our businesses.Owned Brokerage Group does not participate in volume incentive or otherincentive programs.International Third-Party Franchisees.In the U.S.,we employ a direct franchising model whereby we contract with and provideservices directly to independent owner

161、-operators.We also utilize a direct franchising model outside of the U.S.for SothebysInternational Realty and Corcoran and,in some cases,Better Homes and Gardens Real Estate.For all other brands,we generallyemploy a master franchise model outside of the U.S.,whereby we contract with a qualified thir

162、d party to build a franchise network inthe country or region in which franchising rights have been granted.Under both the direct and master franchise models outside of theU.S.,we typically enter into long-term franchise agreements(often 25 years in duration)and receive an initial area development fe

163、eand ongoing royalties.Under the master franchise model,the ongoing royalties we receive are generally a percentage of the royaltiesreceived by the master franchisor from its franchisees with which it contracts.Under the direct franchise model,a royalty fee is paidto us on transactions conducted by

164、our franchisees in the applicable country or region.Intellectual PropertyWe own the trademarks Century 21,Coldwell Banker,Coldwell Banker Commercial,Corcoran,ERA and related trademarksand logos,and such trademarks and logos are material to the businesses that are part of our real estate franchise se

165、gment.Ourfranchisees and our subsidiaries actively use these trademarks,and all of the material trademarks are registered(or have applicationspending)with the United States Patent and Trademark Office as well as with corresponding trademark offices in major countriesworldwide where these businesses

166、have significant franchised operations.We have an exclusive license to own,operate and franchise the Sothebys International Realty brand to qualified residential realestate brokerage offices and individuals operating in eligible markets pursuant to a license agreement with SPTC Delaware LLC,asubsidi

167、ary of Sothebys(Sothebys).Such license agreement has a 100-year term,which consists of an initial 50-year term endingFebruary 16,2054 and a 50-year renewal option.We pay a licensing fee to Sothebys for the use of the Sothebys InternationalRealty name equal to 9.5%of the net royalties earned by Franc

168、hise Group attributable to franchisees affiliated with the SothebysInternational Realty brand,including our company owned offices.Our license agreement is terminable by Sothebys prior to the endof the license term if certain conditions occur,including but not limited to the following:(1)we attempt t

169、o assign any of our rightsunder the license agreement in any manner not permitted under the license agreement,(2)we become bankrupt or insolvent,(3)acourt issues a non-appealable,final judgment that we have committed certain breaches of the license agreement and we fail to curesuch breaches within 6

170、0 days of the issuance of such judgment,or(4)we discontinue the use of all of the trademarks licensed underthe license agreement for a period of twelve consecutive months.In October 2007,we entered into a long-term license agreement to own,operate and franchise the Better Homes and Gardens RealEstat

171、e brand from Meredith Operations Corporation,successor in interest to Meredith Corporation(Meredith Ops).The licenseagreement between Anywhere and Meredith Ops is for a 50-year term,with a renewal option for another 50 years at our option.Wepay a licensing fee to Meredith Ops for the use of the Bett

172、er Homes and Gardens Real Estate brand name equal to 9.0%of the netroyalties earned by Franchise Group attributable to franchisees affiliated with the Better Homes and Gardens Real Estate brand,subject to a minimum annual licensing fee.Our license agreement is terminable by Meredith Ops prior to the

173、 end of the license termif certain conditions occur,including but not limited to the following:(1)we attempt to assign any of our rights under the licenseagreement in any manner not permitted under the license agreement,(2)we become bankrupt or insolvent,or(3)a trial court issues afinal judgment tha

174、t we are in material breach of the license agreement or any representation or warranty we made was false ormaterially misleading when made.OperationsOtherCartus Relocation Services.Cartus,a provider of global relocation services,offers a broad range of world-class employee relocationservices designe

175、d to manage all aspects of an employees move to facilitate a smooth transition in what otherwise may be a complexand difficult process for employee and employer.The wide range of services we offer allow our clients to outsource their entirerelocation programs to us.Our broad array of services includ

176、e,but are not limited to,homesale assistance,relocation policycounseling and group move management services,consulting services,expense processing and relocation-related accounting,compensation support and compliance,and visa and immigration support.We also arrange household goods moving services an

177、dprovide support for all aspects of moving a transferees household goods.We primarily offer corporate clients employee relocation services,including 38%of the Fortune 50 companies in 2024.As ofDecember 31,2024,the top 25 relocation clients had an average tenure of approximately 25 years with us.Subs

178、tantially all of ourcontracts with our relocation clients are terminable at any time at the option of the client and are non-exclusive.If112025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm14/136Table of Contentsa client ceases or reduces

179、volume under its contract,we will be compensated for all services performed up to the time that volumeceases and reimbursed for all expenses incurred.There are a number of different revenue streams associated with relocation services.We earn a commission from real estate brokersand household goods m

180、oving companies that provide services to the transferee.Clients may also pay transactional fees for theservices performed.Furthermore,Cartus continues to provide value through the generation of leads to real estate agent and brokerageparticipants in the networks maintained by Leads Group,which drive

181、s downstream revenue for our businesses.Lead Generation.Through Leads Group,a part of Franchise Group,we seek to provide high-quality leads to independent salesagents,through real estate benefit programs that provide home-buying and selling assistance to customers of lenders,organizationssuch as cre

182、dit unions and interest groups that have established members who are buying or selling a home as well as to consumersand corporations who have expressed interest in a certain brand,product or service(such as relocation services),including thoseoffered by Anywhere.Our real estate benefit program reve

183、nues are highly concentrated,with one client-directed real estate benefitprogram contributing a substantial majority of the high-quality leads generated through our lead generation programs,and our client-directed programs are non-exclusive and terminable at any time at the option of the client.We a

184、lso maintain Company-driven realestate benefit programs and additional leads may be generated via other strategic initiatives,including through consumer-focusedproducts and services we may develop or offer.We expect that significant time,effort and meaningful investment will be required toincrease a

185、wareness of,and participation in,programs,partnerships or products and services that are intended to aid in lead generation.Strategic Alliance Program.We offer third-party service providers an opportunity to market their products to our franchisees and theirindependent sales agents and customers thr

186、ough our strategic alliance program.To participate in this program,service providersgenerally agree to provide preferred pricing to our franchisees and/or their customers or independent sales agents and to pay us aninitial access fee,subsequent marketing fees and/or commissions based upon our franch

187、isees or independent sales agents usage ofthe strategic alliance vendors.Anywhere AdvisorsOwned Brokerage GroupOverviewThrough Owned Brokerage Group we own and operate a full-service real estate brokerage business in many of the largestmetropolitan areas in the U.S.Our brokerage offices are geograph

188、ically diverse with a strong presence in the east and west coastareas,primarily around large metropolitan areas in the U.S.,where home prices are generally higher.Our company owned real estatebrokerage business operates under the Coldwell Banker,Sothebys International Realty and Corcoran franchised

189、brands.As of December 31,2024,we had approximately 580 company owned brokerage offices and approximately 52,900 independent salesagents working with these company owned offices.Of those offices,we operated approximately 88%of our offices under theColdwell Banker brand name,approximately 8%of our off

190、ices under the Sothebys International Realty brand name andapproximately 4%of our offices under the Corcoran brand name.We intend to continue to seek to increase the productivity of company owned brokerage offices,including by optimizing efficiencies,streamlining transactional processes and centrali

191、zing back-office operations.We will continue to work with office managers to attractand retain independent sales agents who can successfully engage in and promote transactions from new and existing clients.Fromtime to time,we may also execute strategic acquisitions.Following the completion of an acq

192、uisition,we tend to consolidate the newlyacquired operations with our existing operations to reduce or eliminate duplicative costs and to leverage our existing infrastructure tosupport newly affiliated independent sales agents.OperationsBrokerageOur company owned real estate brokerage business deriv

193、es revenue primarily from gross commission income received for serving asthe broker at the closing of real estate transactions.For the year ended December 31,2024,our average homesale broker commissionrate was 2.37%,which represents the average commission rate earned on either the buy side or the se

194、ll side of a homesaletransaction.Gross commission income is also earned on non-sale transactions such as home rentals.Owned Brokerage Group,as afranchisee of Franchise Group,pays marketing fees and a royalty fee of approximately 6%of the gross commission income earnedper real estate transaction to F

195、ranchise Group;however,such amounts are eliminated in consolidation.Owned Brokerage Group paidmarketing fees and royalties to Franchise Group of$319 million and$315 million for the years ended December 31,2024 and 2023,respectively.122025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data

196、/1398987/000139898725000020/hous-20241231.htm15/136Table of ContentsThe remainder of gross commission income is split between the broker(Owned Brokerage Group)and the independent sales agent inaccordance with their applicable independent contractor agreement(which specifies the portion of the broker

197、 commission to be paidto the agent),which varies by agent.In addition,as a full-service real estate brokerage company,we promote the complementary services offered through our othersegments,including title,escrow and settlement,mortgage origination,homeowners insurance and relocation services.We bel

198、ieve weprovide integrated services that enhance the customer experience.When we assist the seller in a real estate transaction,independent sales agents generally provide the seller with an array of services,which may include developing a direct marketing plan for the property,assisting the seller in

199、 pricing the property and preparing it forsale,listing it on multiple listing services,advertising the property(including on websites),showing the property to prospectivebuyers,assisting the seller in sale negotiations,and assisting the seller in preparing for closing the transaction.When we assist

200、thebuyer in a real estate transaction,independent sales agents generally help the buyer in locating specific properties that meet thebuyers personal and financial specifications,show properties to the buyer,and assist the buyer in negotiating(where permissible)andpreparing for closing the transactio

201、n.In addition,Owned Brokerage Group has relationships with developers in select major cities(inparticular New York City)to provide marketing and brokerage services in new developments.Anywhere Integrated ServicesTitle GroupOverviewTitle Group is comprised of our title agency business that conducts t

202、itle,escrow and settlement services and also includes theCompany share of equity earnings and losses from certain non-exclusive joint ventures,including,among others,Guaranteed RateAffinity(a mortgage origination joint venture)and the title insurance underwriter joint venture(see below under the hea

203、der TitleInsurance Underwriter Joint Venture for additional information).Our equity earnings or losses related to minority-owned jointventures such as Guaranteed Rate Affinity and the title insurance underwriter joint venture are included in the financial results of TitleGroup but are not reported a

204、s revenue to Title Group.Our title agency business provides title search,examination,clearance and policy issuance services and conducts the closing processand funds disbursement for lenders,real estate agents,attorneys and homebuilders and their customers on purchase transactions andlenders and the

205、ir customers on refinance transactions.We intend to grow our title,escrow and settlement services business by recruiting successful title and escrow sales personnel inexisting markets.We will also seek to increase our capture rate of title business from Owned Brokerage Group homesale sides.Operation

206、sTitle Agency Services;Title,Escrow and Settlement Services.We are licensed as a title agent in 43 states and Washington,D.C.,andhave physical locations in 25 states and Washington,D.C.We operate mostly in major metropolitan areas.As of December 31,2024,we had approximately 350 offices,approximately

207、 126 of which are co-located within one of our company owned brokerage offices.In addition to our own title,escrow and settlement services,we also coordinate a nationwide network of attorneys,title agents andnotaries to service financial institution clients on a national basis.Our title,escrow and s

208、ettlement services business provides full-service title,escrow and settlement(i.e.,closing and escrow)servicesto consumers,real estate companies,corporations and financial institutions with many of these services provided in connection withthe Companys real estate brokerage and relocation services b

209、usinesses.We provide closing and escrow services relating to theclosing of home purchases and refinancing of home loans.For refinance transactions,we generate title and escrow revenues fromfinancial institutions and loan officers throughout the mortgage lending industry.Our company owned brokerage o

210、perations are the principal source of our title,escrow and settlement services business for homesaletransactions.Many of our offices have subleased space from and are co-located within our company owned brokerage offices.In2024,our title,escrow and settlement services business was involved in approx

211、imately 39,000 transactions related to OwnedBrokerage Group.The capture rate of our title,escrow and settlement services business from buyers or sellers represented by ourcompany owned brokerages was approximately 31%in 2024.Other sources of our title,escrow and settlement services homesalebusiness

212、include Franchise Group,Leads Group,home builders and unaffiliated brokerage operations.Virtually all lenders require their borrowers to obtain title insurance policies at the time mortgage loans are made on real property.The terms and conditions upon which the real property will be insured are dete

213、rmined in accordance with the132025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm16/136Table of Contentsstandard policies and procedures of the title underwriter.When our title agencies sell title insurance,the title search(searching for a

214、ndretrieving all public records concerning the property and its owners)may be performed by the title agent,an underwriter or contractedto a third party while the examination function(inspecting all such public records for any defects in the chain of title)is alwaysperformed by the agent.The title ag

215、ent and underwriter split the premium.The amount of such premium split is generallydetermined by agreement between the agency and underwriter and,in some states,is promulgated by state law.We derive revenuethrough fees charged in real estate transactions for rendering the services described above,fe

216、es charged for escrow and closingservices,and a percentage of the title premium on each title insurance policy sold.We have entered into underwriting agreements with various underwriters,which state the conditions under which we may issue a titleinsurance policy on their behalf.For policies issued t

217、hrough our agency operations,assuming no negligence on our part,we are nottypically liable for losses under those policies;rather the title insurer is typically liable for such losses.Other Revenue.Other revenue generated by our title agency business includes closing protection letters,title searche

218、s,surveybusiness,tax search,wire fees,and other fees ancillary to their services.Joint Ventures.Mortgage Origination.Guaranteed Rate Affinity,our mortgage origination joint venture with Guaranteed Rate,Inc.(GuaranteedRate),began doing business in August 2017.Guaranteed Rate Affinity originates mortg

219、age loans,including both purchase andrefinancing transactions,to be sold in the secondary market.Guaranteed Rate Affinity originates and markets its mortgage lendingservices to real estate agents across the country(including to independent sales agents affiliated with our company owned andfranchised

220、 brokerages)and relocation companies(including our relocation operations)as well as a broad consumer audience.Many of Guaranteed Rate Affinitys offices have subleased space from and are co-located within our company owned brokerageoffices.Our company owned brokerage operations represented approximat

221、ely half of Guaranteed Rate Affinitys purchasetransactions,as well as approximately half of Guaranteed Rate Affinitys mortgage origination business for the year endedDecember 31,2024.Under the Operating Agreement(the GRA Agreement)between a subsidiary of Title Group and a subsidiary of Guaranteed Ra

222、te(the GRA Member),we own 49.9%of the home mortgage joint venture and Guaranteed Rate indirectly owns the remaining 50.1%.Under the GRA Agreement,Guaranteed Rate Affinity is to distribute to each of the Company and Guaranteed Rate the distributablenet income based on each members ownership interest

223、percentage following the close of each quarter.While we have certaingovernance rights,we do not have a controlling financial or operating interest in the joint venture.Guaranteed Rate Affinity islicensed to conduct mortgage operations in 50 states and Washington,D.C.The GRA Agreement is for an initi

224、al 10-year term(ending August 2027)and automatically renews for additional 5-year terms,unlesseither party provides advance notice to terminate,provided that if certain performance metrics are achieved after the fifth year of theagreement,the first 5-year extension is not subject to termination upon

225、 advance notice.Either party can terminate the GRAAgreement upon the occurrence of certain events including,but not limited to,a change in control of the other member,subject tocertain exceptions,or upon material breach by the other member not remediated within the cure period.We have certain additi

226、onalperformance-based termination rights.The GRA Agreement does not prohibit Guaranteed Rate,directly or indirectly through joint ventures with other parties,fromoperating its separate mortgage origination business and does not limit the Company,Guaranteed Rate,or either of their subsidiariesfrom op

227、erating non-mortgage origination lines of business in locations where Guaranteed Rate Affinity operates.In addition,theCompany is permitted to have ventures with other mortgage loan originators,but Guaranteed Rate has a 30-day right-of-first-refusalto acquire any mortgage origination business that w

228、e intend to acquire.Title Insurance Underwriter Joint Venture.In March 2022,the Company sold its title insurance underwriter,Title ResourcesGuaranty Company(the Title Underwriter)(previously reported in the Title Group reportable segment)in exchange for cash and aminority equity stake in the form of

229、 common units in a title insurance underwriter joint venture that owns the Title Underwriter(theTitle Insurance Underwriter Joint Venture).The Company owns a 22%equity interest and other joint venture partners own amajority equity stake in the joint venture in the form of preferred units that carry

230、liquidation preference rights.While we have certaingovernance rights,we do not have a controlling financial or operating interest in the joint venture.During the fourth quarter of 2024,the Company entered into a binding term sheet with a subsidiary of the Title Insurance UnderwriterJoint Venture rel

231、ated to the sale of 10%of the preferred equity in entities containing the assets of certain of the Companys title andescrow entities for$18.8 million,with a right to purchase 100%of those entities at the same valuation142025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/00013

232、9898725000020/hous-20241231.htm17/136Table of Contentsused for the initial purchase.The transaction includes customary minority protections,is contingent on certain conditions,andremains subject to termination provisions outlined in the term sheet.Products,Technology and MarketingProducts and Techno

233、logyAgents.Core to our integrated business strategy is our ability to provide independent sales agents atcompany owned and franchised brokerages with compelling data and technology-powered products and services to make them moreproductive and their businesses more profitable.The marketing and techno

234、logy services and support provided by independent sales agents to their customers are an important elementof the value offered by an agent in the home purchase and sale process.Our commitment to continuously develop and improve ourmarketing and technology-powered products and services is part of our

235、 value proposition to company owned and franchised realestate brokerages,affiliated independent sales agents and their customers as well as to our other businesses.Increasingly,theseproducts and services are desired as an integrated set of tools,rather than stand-alone products and services.We conti

236、nue to develop product and marketing capabilities designed to support the continuous creation and delivery of both ourproprietary tools and third-party products to affiliated independent sales agents in order to deliver a more comprehensive platformexperience.Our technology platform is designed to o

237、ffer affiliated independent sales agents and brokers seamless access to bothproprietary tools and third-party products,enabling choice among such agents and brokers to leverage the mix of tools that best servetheir needs.We have invested,and expect to continue to invest,substantial time,capital,and

238、other resources to identify the needs of companyowned brokerages,franchisees,independent sales agents and their customers and to develop or procure marketing,technology andservice offerings to meet the needs of affiliated independent sales agents.Our Anywhere-provided platform is designed to increas

239、e the value proposition to our independent sales agents,franchisees(and theirindependent sales agents)and consumers by:aiding in lead generation and obtaining additional homesale transactions;connecting affiliated agents and brokers to a CRM tool that allows for the cultivation of productive relatio

240、nships with consumersat all stages of the transaction;enhancing access to listing distributions through mobile applications and websites;informing affiliated agents of valuable client insight to help those agents increase their productivity;providing consumers with a streamlined yet comprehensive us

241、er experience to facilitate the necessary steps for researchinghomes,communities and independent sales agents;providing key back-office processes,including listing and transaction management,reporting,marketing,and agent profiles;anddelivering business planning tools that enable our franchisees to t

242、rack their progress against key business objectives in real time.Products and TechnologyConsumers.We continue to focus on the consumer experience as well,seeking to improve theexperience of buying and selling a home by creating an easier and integrated experience for all parts of a consumers transac

243、tion.Weexpect to continue to invest in the development and/or procurement of products and technology designed to deliver valuablecapabilities via digital channels throughout the lifecycle of home ownership.Marketing.Each of our brands manages a comprehensive system of marketing tools that can be acc

244、essed through freestanding brandintranet sites to assist our company owned brokerages and affiliated franchisees and their respective independent sales agents inbecoming the best marketer of their listings.Advertising is primarily used by the brands to drive leads to affiliated agents,increasebrand

245、awareness and perception,promote our network and offerings to the real estate industry and engage our customer base.Each of our franchise brands operates a marketing fund that is funded principally by our franchisees(including company ownedoffices),although we may make discretionary contributions to

246、 any of the marketing funds and in certain instances are required tomake contributions to certain marketing funds.Likewise,our company owned brokerages sponsor a wide array of marketing programs,materials and opportunities to complementthe sales work of our affiliated independent sales agents and in

247、crease brand awareness.The effectiveness and quality of marketingprograms play a significant role in attracting and retaining independent sales agents.152025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm18/136Table of ContentsOur marketing

248、 programs,tools and initiatives primarily focus on attracting potential new home buyers and sellers to our companyowned brokerages and affiliated franchisees and their respective affiliated independent sales agents by:showcasing the inventory of our real estate listings and the affiliated independen

249、t sales agents who are the listing agents of theseproperties;building and maintaining brand awareness and preference for the brand;andincreasing the local recognition of affiliated agents and brokerages.Marketing programs are executed using a variety of media including,but not limited to,social medi

250、a,advertising,direct marketingand internet advertising.Listings and Websites.The internet is the primary advertising channel in our industry and we have sought to become a leader amongfull-service residential real estate brokerage firms in the use and application of marketing technology.We transmit

251、listings to variousplatforms and services,place our property listings on hundreds of real estate websites,and operate a variety of our own websites.Weplace significant emphasis on distributing our real estate listings with third-party websites to expand a homebuyers access to suchlistings,at times e

252、nhancing the presentation of the listings on third-party websites to make the listings more attractive to consumers.Our brand websites contain listing information on a regional and national market basis,independent sales agent information,community profiles,home buying and selling advice,relocation

253、tips and mortgage financing information and unique property andneighborhood insights from local agents.Additionally,each brand website allows independent sales agents to market themselves toconsumers.EducationEach real estate brand provides franchisees access to learning,development,and continuing e

254、ducation materials for use in connectionwith their real estate sales businesses.Use of such materials by affiliated brokers and independent sales agents is voluntary anddiscretionary.Independent sales agents affiliated with a company owned brokerage must complete onboarding training andcompliance tr

255、aining related to fair housing(in addition to their state licensing fair housing obligations).Human Capital ResourcesEmployees.Our employees are critical to the success of our business strategy.Our team includes a broad range of professionals,given the breadth of services offered by our three busine

256、ss segments and Corporate.The wide array of skills,experience and industryknowledge of our key employees significantly benefits our operations and performance.At December 31,2024,we had approximately 7,805 full-time employees and 100 part-time employees.At December 31,2024,approximately 575 of our e

257、mployees were located outside of the U.S.,almost all of whom were employed by Cartus(a part ofAnywhere Brands).At December 31,2024,approximately half of our employees continued to work remotely on a full-time basis.Certain employees,inparticular consumer-facing employees at our company-owned brokera

258、ges,operated in an office-based environment,while otheremployees worked in a hybrid model.None of our employees are represented by a union.To assess and improve employee retention and engagement,we annually survey employees with the assistance of third-partyconsultants and implement actions to addre

259、ss areas of employee feedback.In 2024,we achieved an 86%engagement score and an87%response rate.All employees are required to participate in annual training programs designed to address subjects of key importance to our business,including the Companys Code of Ethics.Nearly 100%of active employees in

260、 each of the past three years have completed our annualCode of Ethics training.Code of Ethics training in 2024 covered topics such as promoting an ethical culture,reporting conflicts ofinterest,and compliance with RESPA.Other mandatory training in 2024 included global information security and data g

261、overnance.Biennial anti-harassment training is delivered to all employees and more frequently based on position or where required by law.Certain employees also receive training on topics such as preventing global modern slavery,insider trading,California workplaceviolence,and unfair,deceptive,or abu

262、sive acts or practices training,and additional mandatory training courses are delivered basedupon the employee position or local requirements.Our learning and development platform offers employees additional resources tocontinue to grow professionally,including access to on-demand training through L

263、inkedIn Learning and tools for career management.162025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm19/136Table of ContentsIndependent Sales Agents.As noted elsewhere in this Annual Report,the successful recruitment and retention of indep

264、endent salesagents and independent sales agent teams are critical to the business and financial results of our company owned brokerageoperations.Additional information about the base of independent sales agents affiliated with company owned brokerages as well asfranchisees is located in this Item 1.

265、under Anywhere BrandsFranchise GroupOverviewFranchise Business.CompetitionReal Estate Brokerage Industry.The ability of our real estate brokerage franchisees and our company-owned brokerage businesses tosuccessfully compete is important to our prospects for growth.Their ability to compete may be aff

266、ected by the recruitment,retentionand performance of independent sales agents,the economic relationship between the broker and the agent(including the share ofcommission income retained by the agent and fees charged to or paid by the agent for services provided by the broker),consumerpreferences,the

267、 location of offices and target markets,the services provided to independent sales agents,affiliation with a recognizedbrand name,community reputation,technology and other factors,including macro-economic factors such as national,regional andlocal economic conditions.In addition,the legal and regula

268、tory environment as well as the rules of NAR,industry associations andMLSs can impact competition.See Government and Other Regulations below.We and affiliated franchisees compete for consumer business as well as for independent sales agents with national and regionalindependent real estate brokerage

269、s and franchisors,discount and limited service brokerages,non-traditional market participants,andwith franchisees of our brands.Our largest national competitors in this industry include,but are not limited to,HomeServices ofAmerica(a Berkshire Hathaway affiliate),Howard Hanna Holdings,Compass,Inc.(w

270、hich recently acquired properties),RedfinCorporation,EXP Realty(a subsidiary of eXp World Holdings,Inc.),Weichert Realtors as well as several large franchisors,includingRE/MAX International,Inc.,Keller Williams Realty,Inc.and HSF Affiliates LLC(operates Berkshire Hathaway HomeServices andReal Living

271、 Real Estate).We and affiliated franchisees also compete with leading listing aggregators,such as Zillow,Inc.andR (a listing aggregator held by News Corp.)as well as H(a listing aggregator held by CoStar Group,Inc.).Inaddition,we and affiliated franchisees compete for consumer business with several

272、iBuyers,including Opendoor and Offerpad.Competition for Independent Sales Agents.The successful recruitment and retention of independent sales agents and independentsales agent teams is critical to the business and financial results of traditional brokerageswhether or not they are affiliated with af

273、ranchisor.Competition for productive independent sales agents in our industry is high and competition is most intense for highlyproductive independent sales agents with strong reputations in their respective communities.Most of a brokerages real estate listings are sourced through the sphere of infl

274、uence of its independent sales agents,notwithstandingthe growing influence of internet-generated and other company-generated leads.Many factors impact recruitment and retentionefforts,including remuneration(such as sales commission percentage and other financial incentives paid to independent sales

275、agents),other expenses borne by independent sales agents,leads or business opportunities generated for independent sales agents from thebrokerage,independent sales agents perception of the value of the brokers brand affiliation,technology offerings as well asmarketing and advertising efforts by the

276、brokerage or franchisor,the quality of the office manager,staff and fellow independent salesagents with whom they collaborate daily,the location and quality of office space,as well as continuing professional education,andother services provided by the brokerage or franchisor.We believe that a variet

277、y of factors in recent years have negatively impacted the recruitment and retention of independent sales agentsin the industry generally and have increasingly impacted our recruitment and retention of top producing agents and put upwardpressure on the average share of commissions paid to affiliated

278、independent sales agents.Such factors include increasing competition,increasing levels of commissions paid to agents(including up-front payments and equity),changes in the spending patterns ofindependent sales agents(as more agents purchase services from third parties outside of their affiliated bro

279、ker),a heightening focuson leads or business opportunities generated for the independent sales agent from the brokerage,differentiation in the bundling ofagent services or industry offerings(including virtual brokerages or other brokerages that offer the sales agent fewer services,but ahigher percen

280、tage of commission income,or other compensation,such as marketing funds and sign-on or equity awards),and thegrowth in independent sales agent teams.Competition comes from newer models as well,including brokerages that provide certainservices to agents and agent teams,but with branding focused on th

281、e name of the agent or agent team,rather than the brokeragebrand.Commission Plan Competition Among Real Estate Brokerages.Some of the firms competing for sales agents use differentcommission plans,which may be appealing to certain sales agents.There are several different commission plan variations t

282、hat havebeen historically utilized by real estate brokerages to compensate their independent sales agents.One of the most common variationshas been the traditional graduated commission model where the independent sales agent receives a172025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/d

283、ata/1398987/000139898725000020/hous-20241231.htm20/136Table of Contentspercentage of the brokerage commission that increases as the independent sales agent increases his or her volume of homesaletransactions,and the brokerage frequently provides independent sales agents with a broad set of support o

284、fferings and promotion ofproperties.Other common plans include a desk rental(sometimes referred to as a 100%commission plan),a fixed transaction feecommission plan,and a capped commission plan.A capped commission plan generally blends aspects of the traditional graduatedcommission model with the 100

285、%commission plan.Although less common,some real estate brokerages employ their sales agents,and in such instances,employee agents may earn smaller brokerage commissions in exchange for other employee benefits or bonuses.Most brokerages focus primarily on one type of commission plan,though some may o

286、ffer one or more commission plan variations totheir sales agents.In many of their markets,Owned Brokerage Group offers a traditional graduated commission model,which emphasizes our valueproposition.The traditional graduated commission model has experienced declines in market share over the past seve

287、ral years.Increasingly,independent sales agents have affiliated with brokerages that offer a different mix of services to the agent,allowing theindependent sales agent to select the services that they believe allow them to retain a greater percentage of the commission andpurchase services from other

288、 vendors as needed.Low Barriers to Entry.The real estate brokerage industry has minimal barriers to entry for new participants,including participantsutilizing historical real estate brokerage models and those pursuing alternative variations of those models(including virtualbrokerages and brokerages

289、that offer the sales agent fewer services,but a higher percentage of commission income)as well as non-traditional methods of marketing real estate(such as iBuyers).There are also market participants who differentiate themselves byoffering consumers flat fees,rebates or lower commission rates on tran

290、sactions(often coupled with fewer services).The significantsize of the U.S.real estate market has continued to attract outside capital investment in disruptive and traditional competitors thatseek to access a portion of this market.These competitors and their investors may pursue increases in market

291、 share over profitability,further complicating the competitive landscape.Non-Traditional Competition and Industry Disruption.While real estate brokers using historical real estate brokerage modelstypically compete for business primarily on the basis of services offered,brokerage commission,reputatio

292、n,utilization of technologyand personal contacts,participants pursuing non-traditional methods of marketing real estate may compete in other ways,includingcompanies that employ technologies intended to disrupt historical real estate brokerage models or minimize or eliminate the rolebrokers and sales

293、 agents perform in the homesale transaction process and/or shift the nature of the residential real estate transactionfrom the historic consumer-to-consumer model to a corporate-to-consumer model.A growing number of companies are competing in non-traditional ways for a portion of the gross commissio

294、n income generated byhomesale transactions.For example,virtual brokerage and other brokerages that offer the sales agent fewer services,but a higherpercentage of commission income,known in the industry as a higher split(or other compensation,such as sign-on or equityawards),directly compete with tra

295、ditional brokerage models and may dilute the relationship between the brokerage and the agent andadd additional competitive pressure for independent sales agent talent.Likewise,certain alternative transaction models that are lessreliant on brokerages and sales agents could have a negative impact on

296、such brokerages and agents as well as on the averagehomesale broker commission rate.These models also look to capture other real estate services such as title and mortgage services andreferral fees.Changes to industry rules and/or the introduction of disruptive products and services may also result

297、in an increase in thenumber of transactions that do not utilize the services of independent sales agents,including for sale by owner transactions.In addition,the concentration and market power of the top listing aggregators allow them to monetize their platforms by a variety ofactions including,but

298、not limited to,setting up competing brokerages and/or expanding their offerings to include products(such asagent tools)and services that are a part of or related to the real estate transaction,such as title,escrow and mortgage originationservices,that compete with services offered by us,charging sig

299、nificant referral,listing and display fees,diluting the relationshipbetween agents and brokers and between agents and the consumer,tying referrals to use of their products,consolidating andleveraging data,and engaging in preferential or exclusionary practices to favor or disfavor other industry part

300、icipants.These actionsdivert and reduce the earnings of other industry participants,including our company owned and franchised brokerages.Aggregatorscould intensify their current business tactics or introduce new programs that could be materially disadvantageous to our business andother brokerage pa

301、rticipants in the industry.Such tactics could further increase pressures on the profitability of our company ownedand franchised brokerages and affiliated independent sales agents,reduce our franchisor service revenue and dilute our relationshipswith affiliated franchisees and such franchisees relat

302、ionships with affiliated independent sales agents and buyers and sellers ofhomes.Franchise Competition.According to NAR,approximately 40%of individual brokers and independent sales agents are affiliated witha franchisor.Competition among the national real estate brokerage brand franchisors to grow t

303、heir franchise systems is intense.Webelieve that competition for the sale of franchises in the real estate brokerage industry is based principally upon the perceived valuethat the franchisor provides to enhance the franchisees ability to grow its business and182025/5/19 13:27hous-20241231https:/www.

304、sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm21/136Table of Contentsimprove the recruitment,retention and productivity of its independent sales agents.The value provided by a franchisor encompassesmany different aspects including the quality of the brand,tools,technology,m

305、arketing and other services,the availability of financingprovided to the franchisees,and the fees the franchisees must pay.Franchisee fees can be structured in numerous ways and caninclude volume and other incentives,flat royalty and marketing fees,capped royalty fees,and discounted royalty and mark

306、eting fees.Taking into account competitive factors,we have and may continue,from time to time,to introduce pilot programs or restructure orrevise the model used at one or more franchised brands,including with respect to fee structures,minimum production requirements orother terms.Relocation Operatio

307、ns.Competition in our corporate relocation operations is based on capabilities,price and quality.We competeprimarily with global outsourced and regional relocation service providers in the corporate relocation operations.The largeroutsourced relocation service providers that we compete with include

308、SIRVA Worldwide,Inc.,Weichert Relocation Resources,Inc.,Aires and Graebel Companies,Inc.Competition is expected to continue to intensify as an increasingly higher percentage of relocationclients reduce their global relocation benefits and related spend.Lead Generation Business.The ability of a broke

309、rage,whether company owned or franchised,to provide its independent salesagents with high-quality leads is increasingly important to the recruitment and retention of independent sales agents and sales agentteams and the attraction and retention of franchisees.Numerous companies that market and sell

310、residential real estate leads toindependent sales agents,including listing aggregators,compete with our real estate benefit programs and other lead generationprograms.Title Agency Business.The title,escrow and settlement services business is highly competitive and fragmented.The number and sizeof co

311、mpeting companies vary in the different areas in which we conduct business.In certain parts of the country our title agencybusiness competes with small title agents and attorneys while in other parts of the country our competition is the larger titleunderwriters and national vendor management compan

312、ies.Integrated Services.Increasingly residential real estate market participants have sought to establish more integrated business modelsthat include the provision of additional services to the consumer,such as title agency,mortgage origination and homeownersinsurance.Similarly,certain mortgage orig

313、ination providers seek to broaden their access to the profit pools surrounding the residentialreal estate transaction,including real estate brokerage commissions.Some mortgage companies have created their own agentnetworks and may expand further into real estate.These factors have resulted in additi

314、onal competitive pressure to our individualbusiness units as well as the Company as a whole.For additional information on the competitive risks facing our businesses,see Item 1A.Risk FactorsStrategic&OperationalRisks,in particular under the caption The businesses in which we,our joint ventures,and o

315、ur franchisees operate are intenselycompetitive and we may not be able to effectively compete.Government and Other RegulationsSee Note 15,Commitments and Contingencies,to the Consolidated Financial Statements included elsewhere in this Annual Reportfor additional information on the Companys legal pr

316、oceedings.For additional information with respect to related risks facing ourbusiness,see Item 1A.Risk Factors,in particular under the heading Regulatory and Legal Risks,in this Annual Report.Legal and Regulatory Environment.All of our businesses,as well as the businesses of our joint ventures(such

317、as mortgageorigination,title insurance underwriting,and real estate auction)and the businesses of our franchisees are highly regulated andsubject to shifts in public policy,statutory interpretation and enforcement priorities of regulators and other government authorities aswell as amendments to exis

318、ting regulations and regulatory guidance.Likewise,litigation,investigations,claims and regulatoryproceedings against us or other participants in the residential real estate industry or relocation industryor against companies in otherindustriesmay impact the Company and its affiliated franchisees whe

319、n the rulings or settlements in those cases cover practicescommon to the broader industry or business community and may generate litigation or investigations for the Company.In addition,through our subsidiaries,employees and/or affiliated agents,we are a participant in many MLSs and a member-owner o

320、f certain non-NAR controlled MLSs.Our affiliated agents may be members of NAR and respective state and local realtor associations.The rulesand policies for these organizations are also subject to change due to shifts in internal policy,regulatory developments,litigation orother legal action.Changes

321、in the rules and policies of NAR and/or any MLSs can also be driven by changes in membership,including the entry of new industry participants,and other industry forces.From time to time,certain industry practices have come under federal or state scrutiny or have been the subject of litigation.Theind

322、ustry is currently experiencing increased scrutiny by regulators and other government offices,both on a federal and state level.Four of the more active areas in our industry have been antitrust and competition,compliance with RESPA(and similar state statutes),compliance with the TCPA(and similar sta

323、te statutes)and worker classification.Other examples192025/5/19 13:27hous-20241231https:/www.sec.gov/Archives/edgar/data/1398987/000139898725000020/hous-20241231.htm22/136Table of Contentsinclude,but are not limited to,consumer protection,mortgage lending and debt collection laws,federal and state f

324、air housing laws,various broker fiduciary duties,false or fraudulent claims laws,and state laws limiting or prohibiting inducements,cash rebates,environmental regulation and gifts to consumers.Antitrust,Competition and Bribery Laws.Our business is subject to antitrust and competition laws in the var

325、ious jurisdictions wherewe operate,including the Sherman Antitrust Act,the Federal Trade Commission Act and the Clayton Act and related federal and stateantitrust and competition laws in the U.S.The penalties for violating antitrust and competition laws can be severe.These laws andregulations genera

326、lly prohibit competitors from fixing prices,boycotting competitors,dividing markets,or engaging in other conductthat unreasonably restrains competition.For additional discussion,see Item 7.Managements Discussion and AnalysisCurrentBusiness and Industry Trends and Item 1A.Risk FactorsRegulatory and L

327、egal Risks.Our international business activities,and in particular our relocation operations,must comply with applicable laws and regulationsthat impose sanctions on improper payments,including the U.S.Foreign Corrupt Practices Act,U.K.Bribery Act and similar laws ofother countries.Multiple Listing

328、Services Rules.MLSs,NAR and respective state and local realtor associations each maintain rules,policies,datalicenses,and terms of service,that specify,among other things,how MLS data and listings may be accessed,used,and displayed onwebsites and mobile applications.The rules of each MLS can vary wi

329、dely and are complex.RESPA.RESPA,state real estate brokerage laws,state title insurance laws,and similar laws in countries in which we do businessrestrict payments which real estate brokers,title agencies,mortgage bankers,mortgage brokers and other settlement service providersmay receive or pay in c

330、onnection with the sales of residences and referral of settlement services(e.g.,mortgages,homeownersinsurance,home warranty and title insurance).Such laws may to some extent impose limitations on arrangements involving our realestate franchise,real estate brokerage,title agency,lead generation,and r

331、elocation operations or the businesses of our joint ventures(including mortgage origination,title underwriting and real estate auction).In addition,with respect to many of our businesses as wellas the businesses of certain of our joint ventures,RESPA and similar state laws generally require timely d

332、isclosure of certainrelationships or financial interests with providers of real estate settlement services.Some state authorities have also asserted RESPAenforcement rights.RESPA and related regulations do,however,contain a number of provisions that allow for payments or fee splits between providers

333、,including fee splits between title underwriters and their agents,among real estate brokers,real estate brokers and agents,and market-based fees for the provision of goods or services,including marketing services.In addition,RESPA allows for the operation ofaffiliated business arrangements,including joint ventures,when specific requirements have been met.We rely on these provisions inconducting ou