Item 7.01. Regulation FD Disclosure.




The following information is being furnished pursuant to this Item 7.01 and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act except as shall be expressly set forth by specific reference in
such filing.

Workforce Reduction, Cost Savings, Investment Prioritization



On January 9, 2023, Anywhere Real Estate Inc. (the "Company", "we", "us", "our")
executed a meaningful workforce reduction driven by worsening trends in the
housing market. Since June 30, 2022, the Company's overall workforce has been
reduced by approximately 11% in the aggregate, inclusive of the positions
eliminated yesterday. These actions build on the multiple other cost reduction
and spending reprioritization initiatives previously disclosed by the Company.

As discussed at the Company's Investor Day in May 2022, we believe that industry
dynamics and customer demands will require simplified and more integrated and
digitized offerings, systems and support. Delivering the Company's business
model more digitally is an increasing part of our improving the consumer
experience and our ongoing cost focus.

The Company expects to continue to prioritize investments in efforts to support our independent sales agents, franchisees and consumers. This includes investments in technology and innovative products, lead generation and franchisee support. To streamline and focus our strategic investments for today's environment, we are winding down select initiatives, including RealSure.

We intend to provide further information on our investment priorities and our aggregate cost savings targets for 2023 during the Company's full year 2022 earnings call in late February 2023.

Market Conditions and Anywhere Housing Volume Data



Recent industry forecasts predict significant declines in existing homesales in
2023, including Fannie Mae forecasting existing homesales down 21.1% and the
Mortgage Bankers Association forecasting existing homesales down 12.6% for full
year 2023. Both of the foregoing forecasts reflect an expectation by those
parties that declines in existing homesales will be most significant in the
first half of 2023 and may gradually moderate throughout the year.

During the fourth quarter of 2022, industry homesale transactions declined significantly. In October and November 2022, existing homesales declined, respectively, 29% and 35% year-over-year, based on October and preliminary November data reported by the National Association of Realtors (NAR). Anywhere closed homesale sides declined 26% and 35%, respectively, in October and November 2022 on a year-over-year basis, as shown in the table below.



The table below reflects the Company's closed homesale transaction volume data
(as well as closed homesale sides and average homesale price) and open
transaction volume data for each month in the fourth quarter of 2022, in each
case as compared to the same month in 2021.

Anywhere Brands (Franchise Group) and Anywhere                    Closed

Homesale


Advisors (Owned Brokerage Group) Combined (1)                  Transaction Volume (2)                Open Transaction Volume (3)
                                                                                        (unaudited)
December 2022 vs. December 2021 (preliminary)                          (41)%                                    (35)%
Closed homesale sides                                                  (38)%
Average homesale price                                                  (5)%
November 2022 vs. November 2021                                        (33)%                                    (37)%
Closed homesale sides                                                  (35)%
Average homesale price                                                   3%
October 2022 vs. October 2021                                          (24)%                                    (35)%
Closed homesale sides                                                  (26)%
Average homesale price                                                   2%


_______________

(1)Data for October and November 2022 is final, while December 2022 is
preliminary and is based on the Company's estimates using currently available
information. As a result, the December 2022 information is subject to adjustment
and such changes may be material. The months of October, November and December
2021 and 2022 each had the same number of business days.


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(2)Closed homesale transaction volume represents closed homesale sides (with
each homesale transaction having a "buy" and "sell" side) times average homesale
price.

(3)Open transaction volume represents new contracts to buy or sell a home times
average sale price. The time to close a homesale transaction can vary widely,
from days to months, but under normal market conditions, the Company estimates
based on its data that once a contract is signed (and becomes an open
transaction), it takes an average of 45 to 55 days to close (and become a closed
transaction), excluding contracts that terminate prior to closing.

Litigation Update



The Company wishes to provide an update to certain matters previously described
within Note 8 - "Commitments and Contingencies" to the condensed consolidated
financial statements of the Company's previously filed Form 10-Q for the three
and nine months ended September 30, 2022 ("Note 8").

The Company disputes the allegations against it in each of the matters disclosed
below and in Note 8 including outstanding antitrust, Telephone Consumer
Protection Act (TCPA) and worker classification litigation. The Company believes
it has substantial defenses against plaintiffs' claims in each of these matters
and is vigorously defending these actions. The Company anticipates that its cost
of defending these actions will increase in 2023, given the near term trial
dates discussed below.

Antitrust Litigation



Burnett, Hendrickson, Breit, Trupiano, and Keel v. The National Association of
Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates
LLC, HSF Affiliates, LLC, RE/MAX LLC, and Keller Williams Realty, Inc. (U.S.
District Court for the Western District of Missouri).

This case had been scheduled to go to trial in February 2023. The court has now continued the trial until October 2023.



On December 16, 2022, the U.S. District Court for the Western District of
Missouri issued a decision denying the defendants' motions for summary judgment
in this matter, an antitrust class action pending against the Company and
others, alleging that certain MLS rules mandated by the National Association of
Realtors (NAR) violate Section 1 of the Sherman Antitrust Act.

The court's summary-judgment decision holds that plaintiffs have raised a
dispute of fact about whether the challenged rules constitute per se violations
of the Sherman Act. Because other courts considering similar antitrust
challenges to MLS rules have held that such rules cannot be treated as per se
violations, the defendants have filed a motion asking the court to certify the
issue for a discretionary interlocutory appeal to the U.S. Court of Appeals for
the Eighth Circuit. The motion remains pending.

On December 29, 2022 the court also entered an order directing the parties to conduct a mediation no later than March 15, 2023.

Telephone Consumer Protection Act Litigation



Bumpus, et al. v. Realogy Holdings Corp., et al. (U.S. District Court for the
Northern District of California, San Francisco Division). The trial date has not
yet been fixed, but is currently expected to be in early May 2023.

Worker Classification Litigation



Whitlach v. Premier Valley, Inc. d/b/a Century 21 M&M and Century 21 Real Estate
LLC (Superior Court of California, Stanislaus County). In November 2020, the
trial court in this matter granted a demurrer filed by Century 21 M&M ("Century
21 M&M") and Century 21 Real Estate LLC, a wholly owned subsidiary of the
Company and the franchisor of Century 21 Real Estate ("Century 21"), dismissing
the case without leave to replead. In January 2021, the plaintiff filed a notice
of appeal of the trial court's order granting the demurrer. On November 18,
2022, the Appellate Court issued an opinion affirming the trial court's grant of
the demurrer. On December 2, 2022, plaintiff filed a petition for rehearing with
the Appellate Court, which was denied on December 5, 2022. It is unknown whether
plaintiff will seek further appeals at this time.

Forward-Looking Statements



Certain statements in this Form 8-K constitute "forward-looking statements".
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of Anywhere Real Estate Inc. 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 the Company's future financial performance, business strategy,
litigation, projected plans and objectives, as well as projections of
macroeconomic and industry trends, which are inherently unreliable due to the
multiple factors that impact economic trends, and any such variations may be
material. Statements preceded by, followed by or that otherwise include the
words "preliminary", "believes", "expects", "anticipates", "intends",
"projects", "estimates", "potential" and "plans" and similar expressions or
future or conditional verbs such as "will", "should", "would", "may" and "could"
are generally forward-looking in nature and not historical facts. Any


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statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.



The following include some, but not all, of the factors that could affect our
future results and cause actual results to differ materially from those
expressed in the forward-looking statements: adverse developments or the absence
of sustained improvement in the U.S. residential real estate markets, either
regionally or nationally, which could include, but are not limited to factors
that impact homesale transaction volume, such as: continued or accelerated
declines in home sales, stagnant or declining home prices, continued or
accelerated increases in mortgage rates, continued or accelerated declines in
housing affordability, consumer demand or inventory, or excessive inventory;
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, which could include, but are not limited to contraction
or stagnation in the U.S. economy and continued or accelerated increases in
inflation; adverse developments or outcomes in current or future litigation, in
particular pending antitrust litigation and litigation related to the Telephone
Consumer Protection Act (TCPA); industry structure changes that disrupt the
functioning of the residential real estate market; the impact of evolving
competitive and consumer dynamics, including that the Company's share of the
commission income generated by homesale transactions may continue to shift to
affiliated independent sales agents or otherwise erode due to market factors and
our ability to compete against traditional and non-traditional competitors; our
ability to execute our business strategy and achieve growth, including with
respect to: our efforts to simplify and modernize our business and achieve or
maintain a beneficial cost structure or savings and other benefits from our
cost-saving initiatives, the recruitment and retention of productive independent
sales agents, the attraction and retention of franchisees, and our development
or procurement of products, services and technology that support our strategic
initiatives; risks related to our substantial indebtedness and our ability, and
any actions we may take, to refinance, restructure or repay our indebtedness;
our ability to realize the expected benefits from our existing or future joint
ventures or strategic partnerships; adverse impacts from the COVID-19 crisis or
other pandemics or epidemics; risks related to our business structure, including
our geographic and high-end market concentration, the operating results of our
affiliated franchisees, and risks related to a loss of our largest real estate
benefit program; disruption in the residential real estate brokerage industry
related to listing aggregator market power and concentration; our failure or
alleged failure to comply with laws, regulations and regulatory interpretations
and any changes or stricter interpretations of any of the foregoing, including
but not limited to (1) antitrust laws and regulations, (2) the Real Estate
Settlement Procedures Act or other federal or state consumer protection or
similar laws, (3) state or federal employment laws or regulations that would
require reclassification of independent contractor sales agents to employee
status, (4) the TCPA, and (5) privacy or data security laws and regulations;
cybersecurity incidents; impairment of our goodwill and other long-lived assets;
the accuracy of market forecasts and estimates; and significant fluctuation in
the price of our common stock.

Other factors not identified above, including those described under the headings
"Forward-Looking Statements," "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Legal
Proceedings" in the Company's Annual Report on Form 10-K for the period ended
December 31, 2021 or in its Quarterly Reports on Form 10-Q for the periods ended
March 31, 2022, June 30, 2022 and September 30, 2022, as the case may be, each
filed with the SEC, may also cause actual results to differ materially from
those described in the Company's forward-looking statements. Most of these
factors are difficult to anticipate and are generally beyond the Company's
control. You should consider these factors in connection with any
forward-looking statements that may be made in this Form 8-K. Should one or more
of these risks or uncertainties materialize, or should any of these assumptions
prove incorrect, the Company's actual results may vary in material respects from
those projected in these forward-looking statements. Any forward-looking
statement made by the Company in this Form 8-K speaks only as of the date on
which the Company makes it. Factors or events that could cause the Company's
actual results to differ may emerge from time to time, and it is not possible
for the Company to predict all of them. The Company undertakes no obligation to
update any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by law.

Third Party Data



This Form 8-K includes data, forecasts and information obtained from independent
trade associations, industry publications and surveys, and other information
available to us, including information made available by NAR, Fannie Mae, and
the Mortgage Bankers Association. Forecasts regarding existing homesales and
other industry metrics are inherently uncertain or speculative in nature and
subsequent forecasts or actual results for any period could materially differ
from a forecast that was previously issued. In addition, NAR historical data is
subject to periodic review and revision and these revisions have been material
in the past and could be material in the future. Industry publications, surveys
and forecasts generally state that the information contained therein has been
obtained from sources believed to be reliable, but such information may not be
accurate or complete. We have not independently verified any of the data from
third-party sources nor have we ascertained the underlying economic assumptions
relied upon therein.

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