Anywhere(HOUS) - 2022 Q1 - Quarterly Report

Introductory Note Realogy Holdings Corp. and its subsidiaries are consolidated, presenting identical financial positions, results, and cash flows - Realogy Holdings Corp., Realogy Intermediate Holdings LLC, and Realogy Group LLC are consolidated, meaning their financial positions, results of operations, and cash flows are identical[11] Forward-Looking Statements This section outlines forward-looking statements and key risks, such as market cycles, macroeconomic conditions, and litigation, that could cause actual results to differ materially - Forward-looking statements are identified by words like 'believe,' 'expect,' 'anticipate,' and similar expressions, and are subject to numerous risks and uncertainties[13] - Key risks include adverse developments in the U.S. residential real estate markets (e.g., declines in inventory, increased mortgage rates, reduced affordability), macroeconomic conditions (e.g., U.S. economy contraction, unfavorable interest rates), and outcomes in current or future litigation (e.g., antitrust)[14] - Other significant risks involve industry structure changes, evolving competitive and consumer dynamics, challenges in executing business strategy (e.g., agent recruitment/retention, franchisee attraction), potential impacts from the COVID-19 crisis, substantial indebtedness, and legal/regulatory compliance[14][17] PART I. FINANCIAL INFORMATION This section presents unaudited condensed consolidated financial statements and management's analysis of financial condition and results of operations Item 1. Financial Statements (Unaudited) This section presents unaudited condensed consolidated financial statements, including key financial statements, notes, and accounting policies Report of Independent Registered Public Accounting Firm for Realogy Holdings Corp. PricewaterhouseCoopers LLP reviewed Realogy Holdings Corp.'s interim financial statements, confirming GAAP conformity and fair statement of the December 31, 2021 balance sheet - PricewaterhouseCoopers LLP found no material modifications needed for Realogy Holdings Corp.'s interim financial statements to conform with GAAP[21] - The consolidated balance sheet information as of December 31, 2021, was fairly stated in all material respects[22] Report of Independent Registered Public Accounting Firm for Realogy Group LLC PricewaterhouseCoopers LLP reviewed Realogy Group LLC's interim financial statements, finding no material modifications for GAAP conformity and confirming the December 31, 2021 balance sheet - PricewaterhouseCoopers LLP found no material modifications needed for Realogy Group LLC's interim financial statements to conform with GAAP[26] - The consolidated balance sheet information as of December 31, 2021, was fairly stated in all material respects[27] Condensed Consolidated Statements of Operations Net income decreased to $23 million in Q1 2022, despite higher revenues, primarily due to increased expenses and a significant loss on early debt extinguishment Condensed Consolidated Statements of Operations (in millions, except per share data) | Metric | 3 Months Ended March 31, 2022 | 3 Months Ended March 31, 2021 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net revenues | $1,635 | $1,547 | | Total expenses | $1,590 | $1,527 | | Income before income taxes, equity in losses (earnings) and noncontrolling interests | $45 | $20 | | Income tax expense | $12 | $17 | | Equity in losses (earnings) of unconsolidated entities | $10 | ($31) | | Net income | $23 | $34 | | Net income attributable to Realogy Holdings and Realogy Group | $23 | $33 | | Basic earnings per share | $0.20 | $0.28 | | Diluted earnings per share | $0.19 | $0.28 | - Net revenues increased by $88 million (6%) year-over-year, primarily driven by gross commission income[31] - Total expenses increased by $63 million (4%) year-over-year, largely due to a $92 million loss on early extinguishment of debt in 2022 (vs. $17 million in 2021) and higher commission costs[31] Condensed Consolidated Statements of Comprehensive Income Comprehensive income attributable to Realogy Holdings and Realogy Group decreased to $24 million in Q1 2022 from $33 million, primarily reflecting lower net income Condensed Consolidated Statements of Comprehensive Income (in millions) | Metric | 3 Months Ended March 31, 2022 | 3 Months Ended March 31, 2021 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net income | $23 | $34 | | Other comprehensive income, net of tax | $1 | $0 | | Comprehensive income | $24 | $34 | | Comprehensive income attributable to Realogy Holdings and Realogy Group | $24 | $33 | Condensed Consolidated Balance Sheets Total assets decreased to $6,857 million and total liabilities to $4,700 million by March 31, 2022, primarily due to reduced cash and accrued expenses Condensed Consolidated Balance Sheets (in millions) | Metric | March 31, 2022 | December 31, 2021 | | :----------------------------------- | :-------------- | :---------------- | | ASSETS | | | | Cash and cash equivalents | $306 | $735 | | Total current assets | $803 | $1,188 | | Goodwill | $2,897 | $2,923 | | Total assets | $6,857 | $7,210 | | LIABILITIES AND EQUITY | | | | Total current liabilities | $881 | $1,052 | | Long-term debt | $2,899 | $2,940 | | Total liabilities | $4,700 | $5,018 | | Total equity | $2,157 | $2,192 | | Total liabilities and equity | $6,857 | $7,210 | - Cash and cash equivalents decreased significantly from $735 million at December 31, 2021, to $306 million at March 31, 2022[35] - Total liabilities decreased by $318 million, primarily due to a $149 million decrease in accrued expenses and other current liabilities and a $39 million net decrease in corporate debt[35][227] Condensed Consolidated Statements of Cash Flows Net cash decreased by $434 million in Q1 2022, driven by increased cash usage in operating and financing activities, partially offset by investing activities Condensed Consolidated Statements of Cash Flows (in millions) | Activity | 3 Months Ended March 31, 2022 | 3 Months Ended March 31, 2021 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | ($233) | ($37) | | Net cash provided by (used in) investing activities | $36 | ($32) | | Net cash used in financing activities | ($237) | ($45) | | Net decrease in cash, cash equivalents and restricted cash | ($434) | ($114) | | Cash, cash equivalents and restricted cash, end of period | $309 | $409 | - Operating activities used $233 million in cash in Q1 2022, a substantial increase from $37 million in Q1 2021, primarily due to higher operating results, increased payments for accounts payable, accrued expenses, and other liabilities, and reduced dividends from unconsolidated entities[37][240] - Financing activities used $237 million in cash in Q1 2022, largely due to $198 million for debt refinancing (issuance of new notes and redemption of old ones) and tax payments for stock-based compensation[37][241] Notes to Condensed Consolidated Financial Statements This section provides detailed disclosures for the financial statements, covering basis of presentation, assets, liabilities, equity, and segment information 1. BASIS OF PRESENTATION This note clarifies consolidated reporting, details the Title Underwriter sale, covers fair value measurements, and explains the adoption of ASU 2020-06 - Realogy Holdings Corp. and its subsidiaries (Realogy Intermediate and Realogy Group) are consolidated, meaning their financial statements are identical[40] - On March 29, 2022, the Company sold its Title Underwriter for $210 million cash and a 30% equity stake in a new joint venture, recognizing a net gain of $131 million[44] Fair Value Measurements at March 31, 2022 (in millions) | Item | Level I | Level II | Level III | Total | | :----------------------------------- | :------ | :------- | :-------- | :---- | | Deferred compensation plan assets | $1 | — | — | $1 | | Interest rate swaps | — | $15 | — | $15 | | Contingent consideration for acquisitions | — | — | $11 | $11 | - The Company adopted ASU 2020-06 on January 1, 2022, reclassifying Exchangeable Senior Notes as a single liability, resulting in a $65 million increase to Long-term debt, a $53 million reduction to Additional paid-in capital, and a $17 million reduction to Deferred tax liabilities, with a $5 million reduction to Accumulated deficit[64][65] Net Revenues by Segment (in millions) | Segment | 3 Months Ended March 31, 2022 | 3 Months Ended March 31, 2021 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Realogy Franchise Group | $267 | $254 | | Realogy Brokerage Group | $1,264 | $1,171 | | Realogy Title Group | $190 | $201 | | Corporate and Other | ($86) | ($79) | | Total Net Revenues | $1,635 | $1,547 | 2. GOODWILL AND INTANGIBLE ASSETS Goodwill decreased by $26 million to $2,897 million due to the Title Underwriter sale, while amortizable intangible assets also saw a net decrease from amortization Goodwill by Reporting Unit (in millions) | Reporting Unit | December 31, 2021 | March 31, 2022 | | :----------------------------------- | :---------------- | :-------------- | | Realogy Franchise Group | $2,506 | $2,506 | | Realogy Brokerage Group | $259 | $264 | | Realogy Title Group | $158 | $127 | | Total Company | $2,923 | $2,897 | * Goodwill reduction of $32 million due to the sale of the Title Underwriter Intangible Assets (Net Carrying Amount, in millions) | Intangible Asset | December 31, 2021 | March 31, 2022 | | :----------------------------------- | :---------------- | :-------------- | | Franchise agreements | $1,021 | $1,004 | | Trademarks | $687 | $687 | | Other Intangibles | $171 | $164 | | Total | $1,879 | $1,855 | * Amortization expense for Q1 2022 was $24 million (vs. $23 million in Q1 2021) 3. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities decreased by $149 million to $517 million, primarily due to lower accrued payroll, volume incentives, and interest Accrued Expenses and Other Current Liabilities (in millions) | Item | March 31, 2022 | December 31, 2021 | | :----------------------------------- | :-------------- | :---------------- | | Accrued payroll and related employee costs | $142 | $284 | | Accrued volume incentives | $50 | $60 | | Accrued commissions | $60 | $49 | | Accrued interest | $31 | $42 | | Total | $517 | $666 | * Total accrued expenses and other current liabilities decreased by $149 million 4. SHORT AND LONG-TERM DEBT Total indebtedness decreased slightly to $2,911 million due to new senior notes issuance and debt redemption, resulting in a $92 million extinguishment loss Total Indebtedness (in millions) | Debt Type | March 31, 2022 | December 31, 2021 | | :----------------------------------- | :-------------- | :---------------- | | Extended Term Loan A | $230 | $231 | | 7.625% Senior Secured Second Lien Notes | — | $542 | | 4.875% Senior Notes | $406 | $406 | | 9.375% Senior Notes | — | $545 | | 5.75% Senior Notes | $899 | $898 | | 5.25% Senior Notes | $983 | — | | 0.25% Exchangeable Senior Notes | $393 | $328 | | Total Short-Term & Long-Term Debt | $2,911 | $2,950 | | Total Securitization Obligations | $105 | $118 | - On January 10, 2022, the Company issued $1,000 million of 5.25% Senior Notes due 2030. Proceeds were used to redeem $550 million of 9.375% Senior Notes and $550 million of 7.625% Senior Secured Second Lien Notes on February 4, 2022[80] - A loss of $92 million on the early extinguishment of debt was recorded in Q1 2022, including $80 million in make-whole premiums[98] Debt Maturities (in millions) as of March 31, 2022 | Year | Amount | | :----------------------------------- | :----- | | Remaining 2022 | $9 | | 2023 | $423 | | 2024 | $22 | | 2025 | $184 | | 2026 | $403 | 5. EQUITY METHOD INVESTMENTS Equity method investments increased to $205 million, driven by a new joint venture, while equity in losses from unconsolidated entities significantly declined Equity Method Investments (in millions) | Investment | March 31, 2022 | December 31, 2021 | | :----------------------------------- | :-------------- | :---------------- | | Guaranteed Rate Affinity | $86 | $94 | | Title Insurance Underwriter Joint Venture | $78 | — | | Realogy Title Group other equity method investments | $8 | $8 | | Realogy Brokerage Group equity method investments | $33 | $29 | | Total equity method investments | $205 | $131 | - Equity in losses from unconsolidated entities was $10 million in Q1 2022, a $41 million decrease from $31 million in earnings in Q1 2021[31][204] - Guaranteed Rate Affinity's equity earnings declined by $38 million, from $30 million in Q1 2021 to an $8 million loss in Q1 2022, due to significant gain-on-sale margin compression, lower refinancing volume, and increased headcount[101][170] 6. EQUITY Total equity decreased by $35 million to $2,157 million, primarily due to ASU 2020-06 adjustments to paid-in capital and accumulated deficit Changes in Realogy Holdings Equity (in millions, except shares) | Metric | December 31, 2021 | ASU 2020-06 Adjustment | March 31, 2022 | | :----------------------------------- | :---------------- | :--------------------- | :-------------- | | Common Stock (shares) | 116.6 | — | 118.1 | | Common Stock (amount) | $1 | — | $1 | | Additional Paid-In Capital | $4,947 | ($53) | $4,886 | | Accumulated Deficit | ($2,712) | $5 | ($2,684) | | Accumulated Other Comprehensive Loss | ($50) | — | ($49) | | Noncontrolling Interests | $6 | — | $3 | | Total Equity | $2,192 | ($48) | $2,157 | * Net income for Q1 2022 was $23 million - Stock-based compensation expense was $6 million for the three months ended March 31, 2022[107][109] 7. EARNINGS PER SHARE Basic and diluted EPS decreased in Q1 2022, with Exchangeable Senior Notes not dilutive as the stock price remained below the initial exchange price Earnings Per Share Attributable to Realogy Holdings Shareholders | Metric | 3 Months Ended March 31, 2022 | 3 Months Ended March 31, 2021 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net income attributable to Realogy Holdings shareholders (in millions) | $23 | $33 | | Weighted average common shares outstanding (Basic, in millions) | 117.1 | 115.9 | | Dilutive effect of stock-based compensation awards (in millions) | 3.3 | 2.5 | | Weighted average common shares outstanding (Diluted, in millions) | 120.4 | 118.4 | | Basic earnings per share | $0.20 | $0.28 | | Diluted earnings per share | $0.19 | $0.28 | - The Exchangeable Senior Notes were not dilutive as of March 31, 2022, because the common stock closing price was below the initial exchange price of $24.49 per share[111] 8. COMMITMENTS AND CONTINGENCIES The Company is involved in various unpredictable legal proceedings, including antitrust and worker classification claims, which could materially impact financial condition - The Company is a defendant in multiple antitrust class action lawsuits (Sitzer, Moehrl, Leeder, Nosalek) alleging anticompetitive policies related to buyer broker compensation, with the Sitzer case recently granted class certification[119][120][122][123][125][126] - Worker classification litigation (Whitlach v. Premier Valley, Inc.) alleges misclassification of independent real estate agents as independent contractors, potentially leading to claims under the California Labor Code and PAGA[127][128][129] - The Company has contingent liabilities from its 2006 separation from Cendant, totaling $20 million at March 31, 2022, for remaining tax liabilities and potential liabilities from terminated/divested businesses[133][134] - The Company administers $1,399 million in escrow and trust deposits as of March 31, 2022, for which it remains contingently liable, though these are not company assets[136] 9. SEGMENT INFORMATION The Company reports across three segments, with Q1 2022 showing increased revenues but decreased Operating EBITDA across all segments Revenues by Segment (in millions) | Segment | 3 Months Ended March 31, 2022 | 3 Months Ended March 31, 2021 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Realogy Franchise Group | $267 | $254 | | Realogy Brokerage Group | $1,264 | $1,171 | | Realogy Title Group | $190 | $201 | | Corporate and Other | ($86) | ($79) | | Total Company | $1,635 | $1,547 | Operating EBITDA by Segment (in millions) | Segment | 3 Months Ended March 31, 2022 | 3 Months Ended March 31, 2021 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Realogy Franchise Group | $138 | $141 | | Realogy Brokerage Group | ($40) | ($5) | | Realogy Title Group | ($3) | $61 | | Corporate and Other | ($26) | ($35) | | Total Company | $69 | $162 | * Operating EBITDA margin for Total Company decreased from 10% to 4% YoY - Realogy Title Group's Operating EBITDA decreased significantly by $64 million, primarily due to a $38 million decrease in equity earnings from Guaranteed Rate Affinity[141][224] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on financial condition, operations, and cash flows, detailing strategic developments, industry trends, and key drivers OVERVIEW Realogy Holdings Corp. is a global residential real estate services provider operating through Franchise, Brokerage, and Title Group segments, supported by a technology organization - Realogy operates three core business segments: Realogy Franchise Group (franchising, lead generation, relocation), Realogy Brokerage Group (full-service brokerage), and Realogy Title Group (title, escrow, settlement, mortgage origination JV)[146][148] - As of March 31, 2022, Realogy Franchise Group had approximately 332,600 independent sales agents worldwide and 21,000 offices globally[148] - Realogy Brokerage Group operates approximately 680 owned and operated brokerage offices with 56,800 independent sales agents[148] RECENT DEVELOPMENTS Recent developments include the Title Underwriter sale for $210 million cash and a 30% equity stake, and the issuance of new senior notes to redeem existing debt - On March 29, 2022, the Title Underwriter was sold for $210 million cash and a 30% equity stake in a new joint venture[147] - The Company issued $1,000 million of 5.25% Senior Notes due 2030 on January 10, 2022, and subsequently redeemed $550 million of 9.375% Senior Notes and $550 million of 7.625% Senior Secured Second Lien Notes on February 4, 2022[149] CURRENT BUSINESS AND INDUSTRY TRENDS Q1 2022 saw a 4% increase in homesale transaction volume due to higher prices, despite lower transactions and significant impacts from rising mortgage rates - Combined homesale transaction volume for Realogy Franchise and Brokerage Groups increased 4% in Q1 2022 YoY, driven by a 15% increase in average homesale price, despite a 10% decrease in existing homesale transactions[151][159][163] - Mortgage rates on a 30-year fixed-rate mortgage averaged 5.10% by April 28, 2022, a nearly 210 basis point increase YoY, impacting Realogy Title Group with a 59% decline in refinancing title and closing units and a $38 million decrease in equity earnings from Guaranteed Rate Affinity[155][156][168][170][172] - Housing inventory remains low, with 2.0 months of supply as of March 2022, significantly below historical averages, contributing to higher homesale prices but also declining homesale transactions[177][179] - Housing affordability decreased, with NAR's index falling from 170 in February 2021 to 135 in February 2022, the lowest since 2018[180] - Recruitment and retention of independent sales agents remain challenging due to aggressive competition, putting upward pressure on agent commission shares and potentially impacting operating margins[181][182] KEY DRIVERS OF OUR BUSINESSES Operating performance is measured by segment-specific metrics including homesale sides, average price, commission rates, and title/closing units, with declines potentially impacting results - Key operating metrics for Realogy Franchise and Brokerage Groups include closed homesale sides, average homesale price, and average homesale broker commission rate[187] - Realogy Title Group's performance is driven by purchase and refinance title and closing units, and average fee per closing unit[190] Key Business Drivers (3 Months Ended March 31) | Metric | 2022 | 2021 | % Change | | :----------------------------------- | :----- | :----- | :------- | | Realogy Franchise Group | | | | | Closed homesale sides | 217,764 | 244,698 | (11)% | | Average homesale price | $449,250 | $394,000 | 14 % | | Average homesale broker commission rate | 2.43 % | 2.47 % | (4) bps | | Net royalty per side | $413 | $382 | 8 % | | Realogy Brokerage Group | | | | | Closed homesale sides | 71,371 | 74,993 | (5)% | | Average homesale price | $706,282 | $608,960 | 16 % | | Average homesale broker commission rate | 2.39 % | 2.43 % | (4) bps | | Gross commission income per side | $17,475 | $15,393 | 14 % | | Realogy Title Group | | | | | Purchase title and closing units | 30,867 | 32,502 | (5)% | | Refinance title and closing units | 8,068 | 19,806 | (59)% | | Average fee per closing unit | $3,033 | $2,348 | 29 % | - The average homesale broker commission rate declined by 4 basis points in Q1 2022 due to price and geographic mix, consistent with a long-term trend of approximately one basis point annual decline[195] RESULTS OF OPERATIONS Consolidated net revenues increased by $88 million, but net income decreased by $11 million due to higher expenses, a debt extinguishment loss, and reduced equity earnings Consolidated Results of Operations (in millions) | Metric | 3 Months Ended March 31, 2022 | 3 Months Ended March 31, 2021 | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Net revenues | $1,635 | $1,547 | $88 | 6% | | Total expenses | $1,590 | $1,527 | $63 | 4% | | Income before income taxes, equity in losses (earnings) and noncontrolling interests | $45 | $20 | $25 | 125% | | Net income attributable to Realogy Holdings and Realogy Group | $23 | $33 | ($10) | (30)% | * Net revenues increased due to higher homesale transaction volume and prices - Total expenses increased primarily due to a $103 million rise in commission and other agent-related costs and a $92 million loss on early extinguishment of debt, partially offset by a $131 million gain on the sale of a business[203] - Equity in losses shifted from $31 million in earnings in Q1 2021 to $10 million in losses in Q1 2022, mainly from Guaranteed Rate Affinity[204] Operating EBITDA by Segment (in millions) | Segment | 3 Months Ended March 31, 2022 | 3 Months Ended March 31, 2021 | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Realogy Franchise Group | $138 | $141 | ($3) | (2)% | | Realogy Brokerage Group | ($40) | ($5) | ($35) | (700)% | | Realogy Title Group | ($3) | $61 | ($64) | (105)% | | Corporate and Other | ($26) | ($35) | $9 | 26% | | Total Company | $69 | $162 | ($93) | (57)% | * Total Company Operating EBITDA margin decreased from 10% to 4% FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Total assets and liabilities decreased, with liquidity primarily from operations and joint venture distributions, and a new share repurchase program authorized Financial Condition Summary (in millions) | Metric | March 31, 2022 | December 31, 2021 | Change ($) | | :----------------------------------- | :-------------- | :---------------- | :--------- | | Total assets | $6,857 | $7,210 | ($353) | | Total liabilities | $4,700 | $5,018 | ($318) | | Total equity | $2,157 | $2,192 | ($35) | - Total assets decreased by $353 million, mainly due to a $429 million decrease in cash and cash equivalents (driven by debt redemption, incentive compensation payments, and the absence of $152 million in statutory reserves from the Title Underwriter sale)[226] - Total liabilities decreased by $318 million, primarily from a $149 million decrease in accrued expenses and other current liabilities and a $39 million net decrease in corporate debt[227] - The Board authorized a $300 million share repurchase program on February 16, 2022[233] Cash Flow Summary (in millions) | Activity | 3 Months Ended March 31, 2022 | 3 Months Ended March 31, 2021 | Change ($) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | | Operating activities | ($233) | ($37) | ($196) | | Investing activities | $36 | ($32) | $68 | | Financing activities | ($237) | ($45) | ($192) | | Net change in cash, cash equivalents and restricted cash | ($434) | ($114) | ($320) | LIBOR Transition and Covenants The Company's primary market risk is LIBOR fluctuations on variable rate debt, managed by interest rate swaps, with debt covenants met as of March 31, 2022 - The Company's primary interest rate exposure is to LIBOR fluctuations on variable rate borrowings under its Senior Secured Credit Facility and Term Loan A Facility[244][260] - Interest rate swaps with a notional value of $1,000 million are used to manage exposure to interest rate changes, with fixed rates ranging from 2.07% to 3.11%[244][264] - Debt covenants limit Realogy Group's ability to incur debt, pay dividends, repurchase stock, make investments, and other actions[245][246] - The senior secured leverage ratio covenant (not to exceed 4.75 to 1.00) was met as of March 31, 2022[247] Non-GAAP Financial Measures Operating EBITDA is a non-GAAP measure used to evaluate business performance by excluding non-core items, though it has limitations regarding working capital and debt service - Operating EBITDA is a non-GAAP measure defined as net income (loss) before depreciation, amortization, net interest expense (excluding relocation services interest), income taxes, and other non-core items[249] - Operating EBITDA is used by management and is believed to be useful for investors to compare operating performance by excluding variations in capital structures, taxation, and non-core items[250][251] - Limitations of Operating EBITDA include not reflecting working capital changes, debt service, income tax expense, capital expenditures, or asset replacement costs[252] Critical Accounting Estimates Critical accounting estimates involve goodwill and intangible asset impairment, assessed annually using discounted cash flow and relief from royalty methods - Critical accounting estimates involve goodwill and indefinite-lived intangible asset impairment, assessed annually or when circumstances change[255] - Fair value for reporting units is estimated using a discounted cash flow method, and for indefinite-lived intangibles using the relief from royalty method, based on management's best estimates of future revenues, expenses, market conditions, discount rates, and growth rates[256] - Significant negative industry or economic trends, business disruptions, or a sustained decline in stock price could lead to material impairment of these assets[258] Recently Issued Accounting Pronouncements Recently issued accounting standards are expected to have minimal impact, except for ASU 2020-06, adopted January 1, 2022, impacting Exchangeable Senior Notes accounting - Recently issued accounting standards were assessed and are expected to have minimal impact on the Company's financial position or results, except for ASU 2020-06[62][259] - ASU 2020-06, 'Accounting for Convertible Instruments and Contracts in an Entity's Own Equity,' was adopted on January 1, 2022, using the modified retrospective method, impacting the accounting for Exchangeable Senior Notes[63][64] Item 3. Quantitative and Qualitative Disclosures about Market Risks The Company's primary market risk is interest rate fluctuations on variable rate debt, with a 0.25% LIBOR increase raising annual interest expense by $1 million - Primary market risk is from interest rate fluctuations (LIBOR) on variable rate senior secured debt[260] - A 0.25% increase in LIBOR would increase annual interest expense by approximately $1 million[263] - The Company uses interest rate swaps with a notional value of $1,000 million to manage variable rate borrowing exposure, with a fair value liability of $15 million at March 31, 2022[264] Item 4. Controls and Procedures Management evaluated disclosure controls and procedures for both Realogy entities as effective at a 'reasonable assurance' level, with no material changes to internal control - Realogy Holdings Corp.'s disclosure controls and procedures were evaluated and deemed effective at the 'reasonable assurance' level as of March 31, 2022[266] - Realogy Group LLC's disclosure controls and procedures were also evaluated and deemed effective at the 'reasonable assurance' level as of March 31, 2022[269] - No material changes to internal control over financial reporting occurred for either entity during the quarter[266][269] PART II. OTHER INFORMATION This section details legal proceedings and lists exhibits filed with the Quarterly Report on Form 10-Q Item 1. Legal Proceedings The Company is involved in various unpredictable legal proceedings, including antitrust and worker classification claims, which could materially impact financial condition - The Company is involved in various legal proceedings, including antitrust litigation, worker classification claims, and company-initiated lawsuits[271] - Litigation outcomes are unpredictable and could result in judgments or settlements materially exceeding accrued amounts, potentially having a material adverse effect on financial condition, results of operations, or cash flows[272] Item 6. Exhibits This section lists exhibits filed with the Form 10-Q, including debt indentures, equity award agreements, executive certifications, and iXBRL financial information - Exhibits include indentures for 5.250% Senior Notes due 2030, forms of equity award agreements, and certifications from the CEO and CFO for both Realogy Holdings Corp. and Realogy Group LLC[274] - Financial information is also provided in iXBRL format[274] Signatures The report was signed on May 4, 2022, by the EVP & CFO and the SVP, Chief Accounting Officer & Controller - The report was signed by Charlotte C. Simonelli (EVP & CFO) and Timothy B. Gustavson (SVP, CAO & Controller) on May 4, 2022[276]