Anywhere Real Estate Inc. ("Anywhere" or the "Company") is a holding company for its consolidated subsidiaries including Anywhere Intermediate Holdings LLC ("Anywhere Intermediate") and Anywhere Real Estate Group LLC ("Anywhere Group") and its consolidated subsidiaries. Anywhere, through its subsidiaries, is a global provider of residential real estate services. Neither Anywhere, the indirect parent of Anywhere Group, nor Anywhere Intermediate, the direct parent company of Anywhere Group, conducts any operations other than with respect to its respective direct or indirect ownership of Anywhere Group. As a result, the consolidated financial positions, results of operations, comprehensive (loss) income and cash flows of Anywhere, Anywhere Intermediate and Anywhere Group are the same.

The accompanying Condensed Consolidated Financial Statements include the financial statements of Anywhere and Anywhere Group. Anywhere's only asset is its investment in the common stock of Anywhere Intermediate, and Anywhere Intermediate's only asset is its investment in Anywhere Group. Anywhere's only obligations are its guarantees of certain borrowings and certain franchise obligations of Anywhere Group. All expenses incurred by Anywhere and Anywhere Intermediate are for the benefit of Anywhere Group and have been reflected in Anywhere Group's Condensed Consolidated Financial Statements.

The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with Article 10 of Regulation S-X. Interim results may not be indicative of full year performance because of seasonal and short-term variations. The Company has eliminated all material intercompany transactions and balances between entities consolidated in these financial statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and the related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates.

In management's opinion, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of Anywhere and Anywhere Group's financial position as of September 30, 2025 and the results of operations and comprehensive (loss) income for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024. The Consolidated Balance Sheet at December 31, 2024 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2024.

•Anywhere Brands ("Franchise Group")—franchises a portfolio of well-known, industry-leading franchise brokerage brands, including Better Homes and Gardens® Real Estate, Century 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA® and Sotheby's International Realty®. This segment also includes the Company's global relocation services operation through Cartus® Relocation Services ("Cartus") and lead generation activities through Anywhere Leads Inc. ("Leads Group").

•Anywhere Advisors ("Owned Brokerage Group")—operates a full-service real estate brokerage business under the Coldwell Banker®, Corcoran® and Sotheby’s International Realty® brand names in many of the largest metropolitan areas in the U.S. This segment also includes the Company's share of equity earnings or losses from the Company's minority-owned real estate auction joint venture.

•Anywhere Integrated Services ("Title Group")—provides full-service title, escrow and settlement services to consumers, real estate companies, corporations and financial institutions primarily in support of residential real estate transactions. This segment also includes the Company's share of equity earnings or losses from Guaranteed Rate Affinity, the Company's minority-owned mortgage origination joint venture, and from the Company's minority-owned title insurance underwriter joint venture.

On September 22, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Compass and Velocity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Compass ("Merger Sub"), pursuant to which, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Compass. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of the Company's common stock will be converted into the right to receive 1.436 fully paid and nonassessable shares of Compass class A common stock. If the Merger is consummated, the shares of the Company's common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

The consummation of the Merger remains subject to the satisfaction or waiver of certain customary closing conditions including, but not limited to, approval of the merger by the Company's stockholders, approval of the share issuance by Compass' stockholders and receipt of regulatory approvals.

The Merger Agreement contains termination rights for each of the Company and Compass, including, but not limited to, either party's right to terminate the Merger Agreement (a) if the Merger has not closed by September 22, 2026, subject to three automatic extensions of three months each if on each such date all of the closing conditions, except those relating to regulatory approvals have been satisfied or waived (as such date may be extended in accordance with the terms of the Merger Agreement, the "Outside Date"), (b) if there exists a final and nonappealable law or order prohibiting the Merger, (c) in the case of termination by Compass, if there is a failure to receive approval by our stockholders, or in the case of termination by us, if there is a failure to receive approval by stockholders of Compass, or (d) in the event of a material uncured breach by either party of its representations, warranties, covenants or other agreements under the Merger Agreement. Upon termination of the Merger Agreement under certain specified circumstances, a termination fee of $200 million will be payable by the Company or Compass, as applicable. In addition, upon termination of the Merger Agreement because certain required regulatory clearances are not obtained before the Outside Date or if the Merger is permanently enjoined, Compass will be required to pay the Company a termination fee of $350 million.

The Merger Agreement includes customary representations and warranties of both the Company, on the one hand, and Compass and Merger Sub, on the other hand, as well as customary covenants from the parties, including relating to the conduct of the Company’s and Compass’s respective businesses during the period between the execution of the Merger Agreement and the effective time of the Merger, among other matters.

On September 22, 2025, Robert L. Reffkin (Compass Chairman and CEO) and certain funds affiliated with Mr. Reffkin, who, as of the date of the Merger Agreement, held and had the power to vote or direct the voting of approximately 29.6% of the issued and outstanding voting power of Compass common stock, entered into a voting and support agreement with Compass and the Company, agreeing to, among other things, vote their shares in favor of issuing Compass shares for the Merger and to restrict transfers, subject to limited exceptions. Also on September 22, 2025, certain funds and accounts managed or advised by Angelo, Gordon & Co., L.P. that, as of the date of the Merger Agreement, held and had the power to vote or direct the voting of approximately 8.7% of the issued and outstanding voting power of the common stock of the Company, entered into a voting and support agreement with the Company and Compass, agreeing to, among other things, vote their shares in favor of adopting the Merger Agreement and to restrict transfers, subject to limited exceptions.

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


Level Input:						Input Definitions:

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

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

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

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

The fair value of the Company’s contingent consideration for acquisitions is measured using a probability weighted-average discount rate to estimate future cash flows based upon the likelihood of achieving future operating results for individual acquisitions. These assumptions are deemed to be unobservable inputs and as such the Company’s contingent consideration is classified within Level III of the valuation hierarchy. The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis.


	Level III
Fair value of contingent consideration at December 31, 2024	$	2
Additions: contingent consideration related to acquisitions completed during the period	—
Reductions: payments of contingent consideration	—
Changes in fair value (reflected in general and administrative expenses)	—
Fair value of contingent consideration at September 30, 2025	$	2


	September 30, 2025				December 31, 2024
Debt	Principal Amount		Estimated Fair Value (a)		Principal Amount		Estimated Fair Value (a)
Revolving Credit Facility	$	415	$	415	$	490	$	490
9.75% Senior Secured Second Lien Notes	500		544		—		—
7.00% Senior Secured Second Lien Notes	640		650		640		564
5.75% Senior Notes	559		535		558		442
5.25% Senior Notes	449		421		449		337
0.25% Exchangeable Senior Notes	36		36		403		359

At September 30, 2025, the Company had various equity method investments totaling $169 million recorded on the other non-current assets line on the accompanying Condensed Consolidated Balance Sheets. Although the Company holds certain governance rights, it lacks controlling financial or operational interests in these investments.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Guaranteed Rate Affinity (a)	$	(1)	$	(2)	$	(2)	$	—
Title Insurance Underwriter Joint Venture (b)	—		(1)		—		(2)
Other equity method investments (c)	(3)		(3)		(6)		(6)
Equity in earnings of unconsolidated entities	$	(4)	$	(6)	$	(8)	$	(8)

(a)The Company's 49.9% minority-owned mortgage origination joint venture with Guaranteed Rate, Inc. ("Guaranteed Rate Affinity") at Title Group had an investment balance of $56 million and $65 million at September 30, 2025 and December 31, 2024, respectively. The Company received $11 million in cash dividends from Guaranteed Rate Affinity during the nine months ended September 30, 2025.

(c)The Company's various other equity method investments at Title Group and Brokerage Group had a total investment balance of $40 million and $44 million at September 30, 2025 and December 31, 2024, respectively. The Company received $6 million in cash dividends from other equity method investments during the nine months ended September 30, 2025. The Company received $6 million of proceeds which resulted in a $2 million gain on the sale of an equity method investment during the nine months ended September 30, 2025.

On April 1, 2025, the Company consummated the sale of preferred equity representing 10% of the equity of entities containing the assets of certain of the Company's title and escrow entities (the "Preferred Equity") for an aggregate of $19 million to a subsidiary of the Title Insurance Underwriter Joint Venture. The purchaser also has a right to purchase the remaining 90% of the outstanding equity of those entities at the same valuation until the third anniversary of sale date. The Company will have the right to repurchase the Preferred Equity after the third anniversary and until the fifth anniversary of the sale date for $19 million plus dividends accruing at the rate of 6% per annum. After the fifth anniversary, if neither party has exercised their purchase right, the Company will be required to repurchase the Preferred Equity, thus creating a mandatorily redeemable financial instrument for the 10% non-controlling interest. The mandatorily redeemable interest for $19 million is recorded in Other non-current liabilities in the Company's Condensed Consolidated Balance Sheets.

The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was zero and an expense of $2 million for the three months ended September 30, 2025 and 2024, respectively, and a benefit of $15 million for both nine months ended September 30, 2025 and 2024.

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


	Three Months Ended September 30,
	Franchise Group				Owned Brokerage Group				Title Group				Corporate and Other				Total Company
	2025		2024		2025		2024		2025		2024		2025		2024		2025		2024
Gross commission income (a)	$	—	$	—	$	1,323	$	1,242	$	—	$	—	$	—	$	—	$	1,323	$	1,242
Service revenue (b)	58		57		7		7		100		92		—		—		165		156
Franchise fees (c)	190		179		—		—		—		—		(86)		(81)		104		98
Other (d)	25		31		10		9		3		4		(4)		(5)		34		39
Net revenues	$	273	$	267	$	1,340	$	1,258	$	103	$	96	$	(90)	$	(86)	$	1,626	$	1,535

	Nine Months Ended September 30,
	Franchise Group				Owned Brokerage Group				Title Group				Corporate and Other				Total Company
	2025		2024		2025		2024		2025		2024		2025		2024		2025		2024
Gross commission income (a)	$	—	$	—	$	3,680	$	3,525	$	—	$	—	$	—	$	—	$	3,680	$	3,525
Service revenue (b)	160		158		20		18		277		258		—		—		457		434
Franchise fees (c)	519		500		—		—		—		—		(241)		(231)		278		269
Other (d)	67		74		28		27		12		12		(10)		(11)		97		102
Net revenues	$	746	$	732	$	3,728	$	3,570	$	289	$	270	$	(251)	$	(242)	$	4,512	$	4,330

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


	Beginning Balance at January 1, 2025		Additions during the period		Recognized as Revenue during the period		Ending Balance at September 30, 2025
Franchise Group:
Deferred area development fees (a)	$	37	$	1	$	(3)	$	35
Deferred brand marketing fund fees (b)	15		51		(55)		11
Deferred outsourcing management fees (c)	3		30		(30)		3
Other deferred income related to revenue contracts	5		19		(18)		6
Total Franchise Group	60		101		(106)		55
Owned Brokerage Group:
Advanced commissions related to development business (d)	11		7		(8)		10
Other deferred income related to revenue contracts	1		2		(2)		1
Total Owned Brokerage Group	12		9		(10)		11
Total	$	72	$	110	$	(116)	$	66

(a)The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Anywhere’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination.

The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance begins in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses.

Significant non-cash transactions included finance lease and contract additions of $6 million and $4 million during the nine months ended September 30, 2025 and 2024, respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities.

The Company systematically reviews and evaluates the relevance and implications of all Accounting Standards Updates ("ASUs"). While recently issued standards not expressly listed below were scrutinized, they were deemed either inapplicable or anticipated to have minimal impact on the Company's consolidated financial position or results of operations.

The FASB issued ASU 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software" which revises Subtopic 350-40 by removing all references to software development project stages and amends the cost capitalization threshold by providing new guidance on how to evaluate whether a probable-to-complete recognition threshold has been met. The new guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The transition method may be prospective, retrospective or modified prospective. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and disclosures.

The FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses" which aims to enhance the transparency and usefulness of financial statements by requiring public business entities to provide more detailed disclosures about their expenses. The final ASU mandates new tabular disclosures that break down specific natural expense categories within relevant income statement captions, as well as disclosures about selling expenses. These categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion. The new requirements are effective for annual financial statements of public business entities for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures.

The FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". This standard includes enhanced income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid for annual periods. The new standard is effective for annual financial statements of public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The new guidance should be adopted on a prospective basis with retrospective application permitted. The Company has not adopted this standard early and is currently evaluating the impact of the new guidance on its financial statement disclosures.