Goodwill and Intangible Assets (Notes)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure

GOODWILL AND INTANGIBLE ASSETS

Impairment of Goodwill and Other Indefinite-lived Intangibles

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

Goodwill

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


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

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

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

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

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

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

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

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

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

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

Brokerage Acquisitions

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

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

Intangible Assets

Intangible assets are as follows:


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

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

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

(c)Relates to the Sotheby’s International Realty® and Better Homes and Gardens® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements).

(d)Relates to the customer relationships which are being amortized over a period of 10 to 20 years.

(e)Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time.

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

Intangible asset amortization expense is as follows:


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

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