UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36853

ZILLOW GROUP, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________


Washington						47-1645716
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

1301 Second Avenue, Floor 31,

Seattle, Washington 98101

(Address of principal executive offices) (Zip Code)

(206) 470-7000

(Registrant’s telephone number, including area code)

_____________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	ZG	The Nasdaq Global Select Market
Class C Capital Stock, par value $0.0001 per share	Z	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July ~~29, 2021, 61,349,554~~28, 2022, 58,968,212 shares of Class A common stock, 6,217,447 shares of Class B common stock and ~~185,989,162~~175,975,432 shares of Class C capital stock were outstanding.

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ZILLOW GROUP, INC.

Quarterly Report on Form 10-Q

For the Three Months Ended June 30, ~~2021~~2022

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As used in this Quarterly Report on Form 10-Q, the terms “Zillow Group,” “the Company,” “we,” “us” and “our” refer to Zillow Group, Inc., unless the context indicates otherwise.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including Part I, Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), contains forward-looking statements based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include all statements that are not historical facts and generally may be identified by terms such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those risks, uncertainties and assumptions described in Part I, Item 1A (Risk Factors) in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, including, but not limited ~~to:~~

•~~the impact of the COVID-19 pandemic (including variants) or other public health crises and any associated economic downturn on our future financial position, operations and financial performance;~~

•~~the magnitude, duration and severity of the COVID-19 pandemic and the availability and widespread distribution and use of effective vaccines;~~

•~~the impact of actions taken by governments, businesses and individuals in response~~ to ~~the COVID-19 pandemic, including changes in laws or regulations that limit our ability to operate;~~risks related to:

•the current and future health and stability of the economy, financial conditions and residential housing market, including any extended ~~slowdown in the real estate markets as a result of the COVID-19 pandemic;~~

•~~changes in laws~~downturn or ~~regulations applicable to our business, employees, products or services, including current and future laws, regulations and orders that limit our ability to operate in light of the COVID-19 pandemic;~~

•the satisfaction of conditions precedent to the closing of Zillow Group’s proposed acquisition of ShowingTime.com, Inc., including expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Act or Zillow Group’s timing agreement with ShowingTime.com, Inc. and the U.S. Federal Trade Commission;slowdown;

•changes in general economic and financial conditions (including federal monetary policy, interest rate changes, inflation, home price appreciation, and housing inventory) that may reduce demand for our products and services, lower our profitability or reduce our access to ~~credit;~~financing;

•actual or anticipated changes in our rates of growth and innovation relative to that of our competitors;

•investment of resources to pursue strategies and develop new products and services that may not prove effective or that are not attractive to customers and real estate partners;

•the duration and impact of the COVID-19 pandemic (including variants) or other public health crises on our ability to operate, demand for our products or services, or general economic conditions;

•actual or anticipated fluctuations in our financial condition and results of operations;

•changes in projected operational and financial results;

•addition or loss of a significant ~~customers;~~

•~~actual or anticipated changes in our growth rate relative to that~~number of ~~our competitors;~~customers;

•acquisitions, strategic partnerships, joint ventures, capital-raising activities or other corporate transactions or commitments by us or our competitors;

•actual or anticipated changes in technology, products, markets or services by us or our competitors;

•ability to protect the information and privacy of our customers and other third parties;

•ability to protect our brand and intellectual property;

•ability to obtain or maintain licenses and permits to support our current and future businesses;

•ability to comply with MLS rules and requirements to access and use listing data, and to maintain or establish relationships with listings and data providers;

•ability to operate and grow our mortgage ~~originations~~origination business, including the ability to obtain sufficient financing;

•~~fluctuations in the valuation of companies perceived by investors to be comparable to us;~~

•the impact of natural disasters and other catastrophic events;

•changes in laws or government regulation affecting our business; and

•the impact of pending or future ~~litigation; and~~

•~~issuance of new~~litigation or ~~updated research or reports by securities analysts.~~regulatory actions.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the effect of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

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You should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements, and we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations.

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In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

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WHERE YOU CAN FIND MORE INFORMATION

Our filings with the Securities and Exchange Commission ~~or SEC,~~(“SEC”), including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, are available on the “Investors” section of our website at www.zillowgroup.com, free of charge, as soon as reasonably practicable after the electronic filing of these reports with the SEC. The information contained on our website is not a part of this Quarterly Report on Form 10-Q or any other document we file with the SEC.

Investors and others should note that Zillow Group announces material financial information to its investors using its press releases, SEC filings and public conference calls and webcasts. Zillow Group intends to also use the following channels as a means of disclosing information about Zillow Group, its services and other matters, and for complying with its disclosure obligations under Regulation FD:

•Zillow Group Investor Relations Webpage (http://investors.zillowgroup.com)

•Zillow Group ~~Investor Relations~~ Blog ~~(http:~~(https://www.zillowgroup.com/~~ir-blog)~~news/)

•Zillow Group Twitter Account (https://twitter.com/zillowgroup)

The information Zillow Group posts through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following Zillow Group’s press releases, SEC filings and public conference calls and webcasts. This list may be updated from time to ~~time.~~time and reflects current updated channels as of the date of this Quarterly Report on Form 10-Q. The information we post through these channels is not a part of this Quarterly Report on Form 10-Q or any other document we file with the SEC, and the inclusion of our website addresses and Twitter account are as inactive textual references only.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in ~~thousands,~~millions, except share data, unaudited)


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	3,713,156	$	1,703,130	Cash and cash equivalents	$	2,181	$	2,611
Short-term investments	Short-term investments	880,875		2,218,108		Short-term investments	1,362		514
Accounts receivable, net of allowance for doubtful accounts of $3,955 and $3,427 at June 30, 2021 and December 31, 2020, respectively		101,927		69,940
Accounts receivable, net of allowance for doubtful accounts of $4 at June 30, 2022 and December 31, 2021						Accounts receivable, net of allowance for doubtful accounts of $4 at June 30, 2022 and December 31, 2021	74		155
Mortgage loans held for sale	Mortgage loans held for sale	171,450		330,758		Mortgage loans held for sale	61		107
Inventory	Inventory	1,169,601		491,293		Inventory	23		3,913
Prepaid expenses and other current assets	Prepaid expenses and other current assets	107,687		75,846		Prepaid expenses and other current assets	141		153
Restricted cash	Restricted cash	141,024		75,805		Restricted cash	2		227
Total current assets	Total current assets	6,285,720		4,964,880		Total current assets	3,844		7,680
Contract cost assets	Contract cost assets	47,938		50,719		Contract cost assets	27		35
Property and equipment, net	Property and equipment, net	189,950		196,152		Property and equipment, net	246		215
Right of use assets	Right of use assets	175,058		187,960		Right of use assets	133		130
Goodwill	Goodwill	1,984,907		1,984,907		Goodwill	2,374		2,374
Intangible assets, net	Intangible assets, net	81,362		94,767		Intangible assets, net	153		180
Other assets	Other assets	10,486		7,175		Other assets	6		81
Total assets	Total assets	$	8,775,421	$	7,486,560	Total assets	$	6,783	$	10,695
Liabilities and shareholders’ equity	Liabilities and shareholders’ equity					Liabilities and shareholders’ equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	15,640	$	18,974	Accounts payable	$	16	$	17
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	175,876		94,487		Accrued expenses and other current liabilities	92		161
Accrued compensation and benefits	Accrued compensation and benefits	55,564		47,666		Accrued compensation and benefits	61		108
Borrowings under credit facilities	Borrowings under credit facilities	987,832		670,209		Borrowings under credit facilities	55		2,312
Deferred revenue	Deferred revenue	53,547		48,995		Deferred revenue	52		51
Lease liabilities, current portion	Lease liabilities, current portion	27,963		28,310		Lease liabilities, current portion	28		24
Convertible senior notes, current portion		330,095		0
Securitization term loans						Securitization term loans	—		1,209
Total current liabilities	Total current liabilities	1,646,517		908,641		Total current liabilities	304		3,882
Lease liabilities, net of current portion	Lease liabilities, net of current portion	193,891		207,723		Lease liabilities, net of current portion	150		148
Convertible senior notes, net of current portion		1,276,487		1,613,523
Convertible senior notes						Convertible senior notes	1,657		1,319
Other long-term liabilities	Other long-term liabilities	14,411		14,857		Other long-term liabilities	5		5
Total liabilities	Total liabilities	3,131,306		2,744,744		Total liabilities	2,116		5,354
Commitments and contingencies (Note 16)	Commitments and contingencies (Note 16)	0		0		Commitments and contingencies (Note 16)	0		0
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred stock, $0.0001 par value; 30,000,000 shares authorized; 0 shares issued and outstanding		0		0
Class A common stock, $0.0001 par value; 1,245,000,000 shares authorized; 61,349,434 and 61,101,303 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		6		6
Preferred stock, $0.0001 par value; 30,000,000 shares authorized; no shares issued and outstanding						Preferred stock, $0.0001 par value; 30,000,000 shares authorized; no shares issued and outstanding	—		—
Class A common stock, $0.0001 par value; 1,245,000,000 shares authorized; 58,968,183 and 61,513,634 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively						Class A common stock, $0.0001 par value; 1,245,000,000 shares authorized; 58,968,183 and 61,513,634 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	—		—
Class B common stock, $0.0001 par value; 15,000,000 shares authorized; 6,217,447 shares issued and outstanding	Class B common stock, $0.0001 par value; 15,000,000 shares authorized; 6,217,447 shares issued and outstanding	1		1		Class B common stock, $0.0001 par value; 15,000,000 shares authorized; 6,217,447 shares issued and outstanding	—		—
Class C capital stock, $0.0001 par value; 600,000,000 shares authorized; 181,296,050 and 173,207,170 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		18		17
Class C capital stock, $0.0001 par value; 600,000,000 shares authorized; 175,955,103 and 182,898,987 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively						Class C capital stock, $0.0001 par value; 600,000,000 shares authorized; 175,955,103 and 182,898,987 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	—		—
Additional paid-in capital	Additional paid-in capital	6,721,435		5,880,883		Additional paid-in capital	6,167		7,001
Accumulated other comprehensive income		305		164
Accumulated other comprehensive income (loss)						Accumulated other comprehensive income (loss)	(13)		7
Accumulated deficit	Accumulated deficit	(1,077,650)		(1,139,255)		Accumulated deficit	(1,487)		(1,667)
Total shareholders’ equity	Total shareholders’ equity	5,644,115		4,741,816		Total shareholders’ equity	4,667		5,341
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	8,775,421	$	7,486,560	Total liabilities and shareholders’ equity	$	6,783	$	10,695

See accompanying notes to the condensed consolidated financial statements.

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ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share data, which are presented in thousands, ~~except~~and per share data, unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Revenue:	Revenue:									Revenue:
Homes	Homes	$	777,145	$	454,252	$	1,481,297	$	1,224,125	Homes	$	505	$	777	$	4,226	$	1,481
IMT	IMT	476,090		280,339		922,418		611,005		IMT	475		476		965		922
Mortgages	Mortgages	56,745		33,761		124,705		59,043		Mortgages	29		57		75		125
Total revenue	Total revenue	1,309,980		768,352		2,528,420		1,894,173		Total revenue	1,009		1,310		5,266		2,528
Cost of revenue:	Cost of revenue:									Cost of revenue:
Homes	Homes	707,522		434,900		1,352,125		1,170,659		Homes	478		708		4,015		1,353
IMT	IMT	43,444		45,354		90,481		95,407		IMT	71		43		136		90
Mortgages	Mortgages	20,619		7,229		40,299		13,815		Mortgages	17		21		37		40
Total cost of revenue	Total cost of revenue	771,585		487,483		1,482,905		1,279,881		Total cost of revenue	566		772		4,188		1,483
Gross profit	Gross profit	538,395		280,869		1,045,515		614,292		Gross profit	443		538		1,078		1,045
Operating expenses:	Operating expenses:									Operating expenses:
Sales and marketing	Sales and marketing	229,434		160,667		427,389		369,111		Sales and marketing	182		229		489		426
Technology and development	Technology and development	128,463		97,507		248,764		197,988		Technology and development	119		129		233		249
General and administrative	General and administrative	115,102		85,380		215,556		177,580		General and administrative	123		114		242		215
Impairment costs		0		0		0		76,800
Restructuring costs										Restructuring costs	1		—		39		—
Acquisition-related costs	Acquisition-related costs	3,671		0		4,488		0		Acquisition-related costs	—		4		—		5
Total operating expenses	Total operating expenses	476,670		343,554		896,197		821,479		Total operating expenses	425		476		1,003		895
Income (loss) from operations		61,725		(62,685)		149,318		(207,187)
Gain (loss) on extinguishment of debt		(931)		6,391		(2,334)		6,391
Income from operations										Income from operations	18		62		75		150
Loss on extinguishment of debt										Loss on extinguishment of debt	(7)		(1)		(21)		(2)
Other income	Other income	1,587		10,115		4,026		19,708		Other income	12		1		20		3
Interest expense	Interest expense	(39,430)		(37,590)		(78,985)		(75,182)		Interest expense	(9)		(39)		(53)		(79)
Income (loss) before income taxes		22,951		(83,769)		72,025		(256,270)
Income before income taxes										Income before income taxes	14		23		21		72
Income tax benefit (expense)	Income tax benefit (expense)	(13,310)		(679)		(10,420)		8,549		Income tax benefit (expense)	(6)		(13)		3		(10)
Net income (loss)		$	9,641	$	(84,448)	$	61,605	$	(247,721)
Net income (loss) per share:
Net income										Net income	$	8	$	10	$	24	$	62
Net income per share:										Net income per share:
Basic	Basic	$	0.04	$	(0.38)	$	0.25	$	(1.15)	Basic	$	0.03	$	0.04	$	0.10	$	0.25
Diluted	Diluted	$	0.04	$	(0.38)	$	0.24	$	(1.15)	Diluted	$	0.03	$	0.04	$	0.09	$	0.24
Weighted-average shares outstanding:	Weighted-average shares outstanding:									Weighted-average shares outstanding:
Basic	Basic	248,152		219,467		245,763		215,070		Basic	243,942		248,152		246,229		245,763
Diluted	Diluted	261,496		219,467		260,484		215,070		Diluted	245,163		261,496		248,544		260,484

See accompanying notes to the condensed consolidated financial statements.

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ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in ~~thousands,~~millions, unaudited)

Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Net income (loss) $ 9,641 $ (84,448) $ 61,605 $ (247,721)
Other comprehensive income (loss):
Unrealized gains (losses) on investments (178) (2,806) 83 796
Reclassification adjustment for net investment (gains) losses included in net loss 0 (62) 0 372
Net unrealized gains (losses) on investments (178) (2,868) 83 1,168
Currency translation adjustments 29 107 58 17
Total other comprehensive income (loss) (149) (2,761) 141 1,185
Comprehensive income (loss) $ 9,492 $ (87,209) $ 61,746 $ (246,536)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income	$	8	$	10	$	24	$	62
Other comprehensive loss:
Unrealized losses on investments	(12)		—		(20)		—
Total other comprehensive loss	(12)		—		(20)		—
Comprehensive income (loss)	$	(4)	$	10	$	4	$	62

See accompanying notes to the condensed consolidated financial statements.

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ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in ~~thousands,~~millions, except share data, which are presented in thousands, unaudited)


		Class A Common Stock, Class B Common Stock and Class C Capital Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Shareholders’ Equity			Class A Common Stock, Class B Common Stock and Class C Capital Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
																									Class A Common Stock, Class B Common Stock and Class C Capital Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Total Shareholders’ Equity
		Shares	Amount											Shares	Amount
Balance at April 1, 2021		247,307,862	$	25	$	6,596,850	$	(1,087,291)	$	454	$	5,510,038
Balance at April 1, 2022													Balance at April 1, 2022	246,268	$	—	$	6,298	$	(1,495)	$	(1)	$	4,802
Issuance of common and capital stock upon exercise of stock options	Issuance of common and capital stock upon exercise of stock options	388,564	—		14,536		—		—		14,536		Issuance of common and capital stock upon exercise of stock options	188	—		6		—		—		6
Vesting of restricted stock units	Vesting of restricted stock units	779,093	—		—		—		—		—		Vesting of restricted stock units	1,122	—		—		—		—		—
Restricted stock units withheld for tax liability		(19)	—		(2)		—		—		(2)
Share-based compensation expense	Share-based compensation expense	—	—		93,347		—		—		93,347		Share-based compensation expense	—	—		112		—		—		112
Settlement of convertible senior notes		387,431	—		16,704		—		—		16,704
Repurchases of Class A common stock and Class C capital stock													Repurchases of Class A common stock and Class C capital stock	(6,437)	—		(249)		—		—		(249)
Net income	Net income	—	—		—		9,641		—		9,641		Net income	—	—		—		8		—		8
Other comprehensive loss	Other comprehensive loss	—	—		—		—		(149)		(149)		Other comprehensive loss	—	—		—		—		(12)		(12)
Balance at June 30, 2021		248,862,931	$	25	$	6,721,435	$	(1,077,650)	$	305	$	5,644,115
Balance at June 30, 2022													Balance at June 30, 2022	241,141	$	—	$	6,167	$	(1,487)	$	(13)	$	4,667

Class A Common
Stock, Class B
Common Stock and
Class C Capital Stock Additional
Paid-In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Income Total
Shareholders’
Equity
Shares Amount
Balance at April 1, 2020 212,913,139 $ 22 $ 4,551,866 $ (1,140,413) $ 4,286 $ 3,415,761
Issuance of common and capital stock upon exercise of stock options 3,117,483 — 92,783 — — 92,783
Vesting of restricted stock units 775,249 — — — — —
Restricted stock units withheld for tax liability (6) — — — — —
Share-based compensation expense — — 57,171 — — 57,171
Issuance of Class C capital stock in connection with equity offering, net of issuance costs 8,800,000 1 411,522 — — 411,523
Equity component of issuance of convertible senior notes maturing in 2025, net of issuance costs — — 154,813 — — 154,813
Settlement of convertible senior notes 753,936 — (21,784) — — (21,784)
Unwind of capped call transactions (317,865) — — — — —
Net loss — — — (84,448) — (84,448)
Other comprehensive loss — — — — (2,761) (2,761)
Balance at June 30, 2020 226,041,936 $ 23 $ 5,246,371 $ (1,224,861) $ 1,525 $ 4,023,058


	Class A Common Stock, Class B Common Stock and Class C Capital Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Shareholders’ Equity

	Shares	Amount
Balance at April 1, 2021	247,308	$	—	$	6,597	$	(1,087)	$	—	$	5,510
Issuance of common and capital stock upon exercise of stock options	388	—		15		—		—		15
Vesting of restricted stock units	780	—		—		—		—		—
Share-based compensation expense	—	—		93		—		—		93
Settlement of convertible senior notes	387	—		16		—		—		16
Net income	—	—		—		10		—		10
Other comprehensive loss	—	—		—		—		—		—
Balance at June 30, 2021	248,863	$	—	$	6,721	$	(1,077)	$	—	$	5,644


	Class A Common Stock, Class B Common Stock and Class C Capital Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity

	Shares	Amount
Balance at January 1, 2022	250,630	$	—	$	7,001	$	(1,667)	$	7	$	5,341
Cumulative-effect adjustment from adoption of guidance on accounting for convertible instruments and contracts in an entity’s own equity	—	—		(492)		156		—		(336)
Issuance of common and capital stock upon exercise of stock options	995	—		42		—		—		42
Vesting of restricted stock units	1,811	—		—		—		—		—
Share-based compensation expense	—	—		213		—		—		213
Repurchases of Class A common stock and Class C capital stock	(12,295)	—		(597)		—		—		(597)
Net income	—	—		—		24		—		24
Other comprehensive loss	—	—		—		—		(20)		(20)
Balance at June 30, 2022	241,141	$	—	$	6,167	$	(1,487)	$	(13)	$	4,667

Table of Contents

Class A Common
Stock, Class B
Common Stock and
Class C Capital Stock Additional
Paid-In
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Income Total
Shareholders’
Equity
Shares Amount
Balance at January 1, 2021 240,525,920 $ 24 $ 5,880,883 $ (1,139,255) $ 164 $ 4,741,816
Issuance of common and capital stock upon exercise of stock options 1,991,460 — 75,685 — — 75,685
Vesting of restricted stock units 1,592,564 — — — — —
Restricted stock units withheld for tax liability (641) — (126) — — (126)
Share-based compensation expense — — 160,733 — — 160,733
Issuance of Class C capital stock in connection with equity offering, net of issuance costs 3,163,502 1 544,557 — — 544,558
Settlement of convertible senior notes 1,590,151 — 59,703 — — 59,703
Unwind of capped call transactions (25) — — — — —
Net income — — — 61,605 — 61,605
Other comprehensive income — — — — 141 141
Balance at June 30, 2021 248,862,931 $ 25 $ 6,721,435 $ (1,077,650) $ 305 $ 5,644,115


		Class A Common Stock, Class B Common Stock and Class C Capital Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Shareholders’ Equity			Class A Common Stock, Class B Common Stock and Class C Capital Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Shareholders’ Equity
																									Class A Common Stock, Class B Common Stock and Class C Capital Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total Shareholders’ Equity
		Shares	Amount											Shares	Amount
Balance at January 1, 2020		209,066,855	$	21	$	4,412,200	$	(977,140)	$	340	$	3,435,421
Balance at January 1, 2021													Balance at January 1, 2021	240,526	$	—	$	5,881	$	(1,139)	$	—	$	4,742
Issuance of common and capital stock upon exercise of stock options	Issuance of common and capital stock upon exercise of stock options	6,324,858	1		184,984		—		—		184,985		Issuance of common and capital stock upon exercise of stock options	1,991	—		76		—		—		76
Vesting of restricted stock units	Vesting of restricted stock units	1,414,158	—		—		—		—		—		Vesting of restricted stock units	1,593	—		—		—		—		—
Restricted stock units withheld for tax liability	Restricted stock units withheld for tax liability	(6)	—		—		—		—		0		Restricted stock units withheld for tax liability	(1)	—		—		—		—		—
Share-based compensation expense	Share-based compensation expense	—	—		104,636		—		—		104,636		Share-based compensation expense	—	—		160		—		—		160
Issuance of Class C capital stock in connection with equity offering, net of issuance costs	Issuance of Class C capital stock in connection with equity offering, net of issuance costs	8,800,000	1		411,522		—		—		411,523		Issuance of Class C capital stock in connection with equity offering, net of issuance costs	3,164	—		545		—		—		545
Equity component of issuance of convertible senior notes maturing in 2025, net of issuance costs		—	—		154,813		—		—		154,813
Settlement of convertible senior notes	Settlement of convertible senior notes	753,936	—		(21,784)		—		—		(21,784)		Settlement of convertible senior notes	1,590	—		59		—		—		59
Unwind of capped call transactions		(317,865)	—		—		—		—		—
Net loss		—	—		—		(247,721)		—		(247,721)
Net income													Net income	—	—		—		62		—		62
Other comprehensive income	Other comprehensive income	—	—		—		—		1,185		1,185		Other comprehensive income	—	—		—		—		—		—
Balance at June 30, 2020		226,041,936	$	23	$	5,246,371	$	(1,224,861)	$	1,525	$	4,023,058
Balance at June 30, 2021													Balance at June 30, 2021	248,863	$	—	$	6,721	$	(1,077)	$	—	$	5,644

See accompanying notes to the condensed consolidated financial statements.

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ZILLOW GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in ~~thousands,~~millions, unaudited)


		Six Months Ended June 30,					Six Months Ended June 30,
		2021		2020			2022		2021
Operating activities	Operating activities					Operating activities
Net income (loss)		$	61,605	$	(247,721)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net income						Net income	$	24	$	62
Adjustments to reconcile net income to net cash provided by (used in) operating activities:						Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	57,882		55,199		Depreciation and amortization	87		58
Share-based compensation	Share-based compensation	152,068		96,146		Share-based compensation	193		152
Amortization of right of use assets	Amortization of right of use assets	12,902		12,731		Amortization of right of use assets	11		13
Amortization of contract cost assets	Amortization of contract cost assets	20,188		17,070		Amortization of contract cost assets	16		20
Amortization of debt discount and debt issuance costs	Amortization of debt discount and debt issuance costs	50,372		47,746		Amortization of debt discount and debt issuance costs	24		50
Loss (gain) on extinguishment of debt		2,334		(6,391)
Impairment costs		0		76,800
Deferred income taxes		0		(8,549)
Other adjustments to reconcile net income (loss) to cash provided by (used in) operating activities		8,271		(975)
Loss on extinguishment of debt						Loss on extinguishment of debt	21		2
Inventory valuation adjustment						Inventory valuation adjustment	9		—
Other adjustments to reconcile net income to cash provided by (used in) operating activities						Other adjustments to reconcile net income to cash provided by (used in) operating activities	(9)		8
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(32,811)		(1,487)		Accounts receivable	81		(33)
Mortgage loans held for sale	Mortgage loans held for sale	159,308		(38,514)		Mortgage loans held for sale	46		160
Inventory	Inventory	(677,746)		701,145		Inventory	3,881		(678)
Prepaid expenses and other assets	Prepaid expenses and other assets	(35,788)		(771)		Prepaid expenses and other assets	4		(36)
Contract cost assets	Contract cost assets	(17,407)		(19,608)		Contract cost assets	(8)		(17)
Lease liabilities	Lease liabilities	(14,179)		(495)		Lease liabilities	(8)		(14)
Accounts payable	Accounts payable	2,676		7,504		Accounts payable	(1)		2
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	80,819		(8,741)		Accrued expenses and other current liabilities	(69)		81
Accrued compensation and benefits	Accrued compensation and benefits	7,898		(3,285)		Accrued compensation and benefits	(47)		8
Deferred revenue	Deferred revenue	4,552		4,767		Deferred revenue	1		5
Other long-term liabilities	Other long-term liabilities	(446)		10,049		Other long-term liabilities	(1)		(1)
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	(157,502)		692,620		Net cash provided by (used in) operating activities	4,255		(158)
Investing activities	Investing activities					Investing activities
Proceeds from maturities of investments	Proceeds from maturities of investments	1,329,552		701,266		Proceeds from maturities of investments	160		1,330
Proceeds from sales of investments		0		116,394
Purchases of investments	Purchases of investments	0		(1,026,233)		Purchases of investments	(1,023)		—
Purchases of property and equipment	Purchases of property and equipment	(24,137)		(54,653)		Purchases of property and equipment	(60)		(25)
Purchases of intangible assets	Purchases of intangible assets	(10,407)		(11,408)		Purchases of intangible assets	(11)		(10)
Proceeds from sale of equity investment		0		10,000
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	1,295,008		(264,634)		Net cash provided by (used in) investing activities	(934)		1,295
Financing activities	Financing activities					Financing activities
Proceeds from issuance of convertible senior notes, net of issuance costs		0		553,282
Proceeds from issuance of Class C capital stock, net of issuance costs	Proceeds from issuance of Class C capital stock, net of issuance costs	544,557		411,522		Proceeds from issuance of Class C capital stock, net of issuance costs	—		545
Proceeds from borrowings on credit facilities	Proceeds from borrowings on credit facilities	610,118		43,200		Proceeds from borrowings on credit facilities	—		610
Repayments of borrowings on credit facilities	Repayments of borrowings on credit facilities	(146,839)		(617,506)		Repayments of borrowings on credit facilities	(2,205)		(147)
Net borrowings (repayments) on warehouse line of credit and repurchase agreements		(145,656)		39,387
Repurchase of convertible senior notes		0		(194,670)
Net repayments on warehouse line of credit and repurchase agreements						Net repayments on warehouse line of credit and repurchase agreements	(58)		(146)
Repurchases of Class A common stock and Class C capital stock						Repurchases of Class A common stock and Class C capital stock	(597)		—
Settlement of long-term debt						Settlement of long-term debt	(1,158)		—
Proceeds from exercise of stock options	Proceeds from exercise of stock options	75,685		184,984		Proceeds from exercise of stock options	42		76
Value of equity awards withheld for tax liability		(126)		0
Net cash provided by financing activities		937,739		420,199
Net increase in cash, cash equivalents and restricted cash during period		2,075,245		848,185
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	(3,976)		938
Net increase (decrease) in cash, cash equivalents and restricted cash during period						Net increase (decrease) in cash, cash equivalents and restricted cash during period	(655)		2,075
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	1,778,935		1,230,909		Cash, cash equivalents and restricted cash at beginning of period	2,838		1,779
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	3,854,180	$	2,079,094	Cash, cash equivalents and restricted cash at end of period	$	2,183	$	3,854
Supplemental disclosures of cash flow information	Supplemental disclosures of cash flow information					Supplemental disclosures of cash flow information
Cash paid for interest	Cash paid for interest	$	27,773	$	29,201	Cash paid for interest	$	35	$	28
Cash paid for taxes						Cash paid for taxes	4		—
Noncash transactions:	Noncash transactions:					Noncash transactions:
Write-off of fully amortized intangible assets						Write-off of fully amortized intangible assets	$	196	$	4
Settlement of beneficial interests in securitizations						Settlement of beneficial interests in securitizations	79		—
Write-off of fully depreciated property and equipment						Write-off of fully depreciated property and equipment	33		24
Capitalized share-based compensation	Capitalized share-based compensation	$	8,665	$	8,490	Capitalized share-based compensation	20		9
Write-off of fully depreciated property and equipment		$	24,345	$	6,942
Write-off of fully amortized intangible assets		$	3,782	$	0
Recognition of operating right of use assets and lease liabilities						Recognition of operating right of use assets and lease liabilities	14		—
Property and equipment purchased on account	Property and equipment purchased on account	$	1,352	$	5,305	Property and equipment purchased on account	2		1

See accompanying notes to the condensed consolidated financial statements.

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ZILLOW GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Organization and Description of Business

Zillow Group, Inc. is reimagining real estate to make it easier to unlock life’s next chapter. As the most visited real estate website in the United States, Zillow and its affiliates offer customers an on-demand experience for selling, buying, renting or financing with transparency and ~~nearly seamless end-to-end service.~~ ease. We help customers find and win their home with referrals to trusted Zillow Premier Agent and Premier Broker partners and our portfolio of Zillow-branded and affiliated transaction-oriented services.

Zillow Offers, ~~buys~~our iBuying business, has purchased and ~~sells~~sold homes directly in ~~dozens of~~ markets across the ~~country, allowing sellers control over their timeline.~~ country. In the fourth quarter of 2021, we began to wind down Zillow Offers operations with expected completion during the three months ending September 30, 2022.

Zillow Home Loans, our affiliate lender, provides our customers with an easy option to get pre-approved and secure financing for their next home purchase. ~~In September 2020, Zillow launched Zillow Homes, Inc., a licensed brokerage entity, to streamline Zillow Offers transactions.~~

Other consumer brands include Zillow Rentals, Trulia, StreetEasy, Zillow Closing Services, HotPads and Out East. In addition, Zillow Group provides a comprehensive suite of marketing software and technology solutions for the real estate industry which include Mortech, dotloop, Bridge Interactive, ~~and~~ New Home ~~Feed. Zillow, Inc. was incorporated as a Washington corporation in December 2004,~~Feed and we launched the initial version of our website, Zillow.com, in February 2006. Zillow Group, Inc. was incorporated as a Washington corporation in July 2014 in connection with our acquisition of Trulia, Inc. (“Trulia”), and upon the closing of the Trulia acquisition in February 2015, each of Zillow, Inc. and Trulia became wholly owned subsidiaries of Zillow Group, Inc.ShowingTime.

Certain Significant Risks and Uncertainties

We operate in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, we believe that changes in any of the following areas could have a significant negative effect on us in terms of our future financial position, results of operations or cash flows: current and future health and stability of the economy, financial conditions and residential housing market and changes in general economic and financial conditions (including federal monetary policy, interest rate changes, inflation, home price appreciation and housing inventory); our investment of resources to pursue strategies and develop products and services that may not prove effective or that are not attractive for customers and real estate partners; the duration and impact of public health crises, like the COVID-19 pandemic (including variants) ~~and the availability and widespread distribution and use~~on our ability to operate, demand for our products or services or general economic conditions; addition or loss of ~~effective vaccines; rates of revenue growth;~~significant customers; our ability to successfully integrate and realize the benefits of our past or future strategic partnerships, acquisitions, business combinations or investments; the satisfaction of conditions precedent to the closing of our proposed acquisition of ShowingTime.com, Inc., including expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Act or Zillow Group’s timing agreement with ShowingTime.com, Inc. and the U.S. Federal Trade Commission; our ability to manage advertising inventory or pricing; engagement and usage of our products; ~~our investment of resources to pursue strategies that may not prove effective;~~ competition and innovation in our markets; ~~the stability of the residential real estate market and the impact of interest rate changes;~~actual or anticipated changes in technology, products, markets or services by us or our competitors; ~~addition or loss of significant customers;~~ our ability to maintain or establish relationships with listings and data providers; our ability to obtain or maintain licenses and permits to support our current and future businesses; ~~actual or anticipated changes to our products and services;~~ changes in laws or government regulation affecting our business; outcomes of legal proceedings; natural disasters and catastrophic events; ~~scaling and adaptation of existing technology and network infrastructure; management of our growth;~~ our ability to attract and retain qualified employees and key personnel; protection of customers’ information and other privacy concerns; protection of our brand and intellectual property; and intellectual property infringement and other claims, among other things.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements include Zillow Group, Inc. and its ~~wholly-owned~~wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in Zillow Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, which was filed with the SEC on February ~~12, 2021.~~10, 2022. The condensed consolidated balance sheet as of December 31, ~~2020,~~2021, included herein, was derived from the audited financial statements of Zillow Group, Inc. as of that date.

Table of Contents

The unaudited condensed consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of June 30, ~~2021~~2022 and our results of operations, comprehensive income (loss), and shareholders’ equity for the three and six month periods ended June 30, ~~2021~~2022 and ~~2020,~~2021, and our cash flows for the six month periods ended June 30, ~~2021~~2022 and ~~2020.~~2021. The results for the three and six months ended June 30, ~~2021~~2022 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2021~~2022, or for any interim period, or for any other future year.

~~Reclassifications~~

Certain reclassifications have been made in the condensed consolidated statements of operations to conform data for prior periods to the current format. Beginning with the three and six month periods ended June 30, 2021, we present a gross profit subtotal in our condensed consolidated statements of operations, which requires certain depreciation expense and amortization expense to be included within cost of revenue. We believe the presentation of gross profit is preferable as it facilitates investors’ ability to model across our segments and enhances comparability with our public company peers. To effect the presentation of gross profit, we present the amortization expense for certain intangible assets and data acquisition costs within cost of revenue and have reclassified certain amounts in prior periods in the condensed consolidated statements of operations from technology and development expenses to cost of revenue. Additionally, we reclassified the amortization expense for trade names and trademarks and customer relationship intangible assets from technology and development expenses to sales and marketing expenses. This change has no impact on income (loss) from operations or net income (loss).

~~Amounts previously reported in the condensed consolidated statements of operations for the periods presented were revised herein as shown below (in thousands):~~

Three Months Ended
June 30, 2020 Six Months Ended
June 30, 2020
As Reported As Revised Effect of Change As Reported As Revised Effect of Change
Cost of revenue:
Homes $ 431,788 $ 434,900 $ 3,112 $ 1,163,987 $ 1,170,659 $ 6,672
IMT 23,387 45,354 21,967 47,705 95,407 47,702
Mortgages 5,896 7,229 1,333 11,051 13,815 2,764
Total cost of revenue 461,071 487,483 26,412 1,222,743 1,279,881 57,138
Operating expenses:
Sales and marketing 155,598 160,667 5,069 360,246 369,111 8,865
Technology and development 128,857 97,507 (31,350) 263,775 197,988 (65,787)
General and administrative 85,511 85,380 (131) 177,796 177,580 (216)

~~Table of Contents~~

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. On an ongoing basis, we evaluate our estimates, including those related to the accounting for certain revenue offerings, the net realizable value of inventory, restructuring costs, amortization period and recoverability of contract cost assets, website and software development costs, recoverability of long-lived assets and intangible assets, share-based compensation, income taxes, business combinations and the recoverability of goodwill, among others. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The health of the residential housing market, interest rate environment, the COVID-19 pandemic ~~has~~and our wind down of Zillow Offers operations have introduced significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact the estimates previously listed, among others.

Recently ~~Issued~~Adopted Accounting Standards ~~Not Yet Adopted~~

In ~~August 2020,~~October 2021, the Financial Accounting Standards Board (“FASB”) issued guidance which ~~simplifies~~requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with guidance governing revenue from contracts with customers. Prior to the ~~accounting for certain financial instruments with characteristics~~adoption of this guidance, we recognized contract assets and contract liabilities at the acquisition date based on fair value estimates, which resulted in a reduction to unearned revenue on the balance sheet, and ~~equity, including convertible instruments and contracts in~~therefore, a reduction to revenue that would have otherwise been recorded as an entity’s own equity. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share.independent entity. The guidance is effective for ~~fiscal years~~interim and annual periods beginning after December 15, ~~2021,~~2022 on a prospective basis, with early adoption ~~permitted~~permitted. We elected to adopt this guidance effective April 1, 2022, and this guidance will be applied to any future business combinations.

Recently Issued Accounting Standards Not Yet Adopted

In June 2022, the FASB issued guidance to improve existing measurement and disclosure requirements for ~~fiscal years~~equity securities that are subject to a contractual sale restriction. This guidance is effective for interim and annual periods beginning after December 15, ~~2020, and can be adopted~~2023 on ~~either~~ a ~~retrospective or modified retrospective basis.~~prospective basis, with early adoption permitted. We expect to adopt this guidance on January 1, ~~2022. Although we continue to evaluate~~2024. We have not yet determined the ~~method of adoption and~~ impact of this guidance on our financial position and results of operations, upon adoption we expect this guidance to result in a reclassification of conversion feature balances from additional paid-in capital to debt and to decrease reported interest expense for our convertible senior notes.

In March 2020, the FASB issued guidance which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. This guidance is effective from March 12, 2020 through December 31, 2022. Entities may elect to adopt the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. We expect to apply some of the expedients and exceptions provided in this guidance to our credit facilities, warehouse line of credit and master repurchase agreements, all of which reference the one-month LIBOR in the applicable interest rate, as publication of the one-month LIBOR is expected to cease after June 30, 2023. We expect to amend our facility agreements prior to that date. As the goal of the reference rate reform transition is for it to be economically neutral to entities, we do not believe the adoption of this guidance will have ~~a material impact~~ on our financial position, results of operations orand cash flows.

Note 3. Fair Value Measurements

We apply the following methods and assumptions in estimating our fair value measurements:

Cash equivalents — The fair value measurement of money market funds is based on quoted market prices in active markets (Level 1). The fair value measurement of other cash equivalents is based on observable market-based inputs principally derived from or corroborated by observable market data (Level 2).

Short-term investments — The fair value measurement of our short-term investments is based on observable market-based inputs or inputs that are derived principally from or corroborated by observable market data by correlation or other means (Level 2).

Restricted cash — The carrying value of restricted cash approximates fair value due to the short period of time amounts ~~are~~were borrowed on our credit facilities, home sales proceeds ~~are~~were held in restricted accounts ~~for repayment of~~associated with our credit facilities and securitizations, and amounts are held in escrow (Level 1).

Mortgage loans held for sale — The fair value of mortgage loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics (Level 2).

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Forward contracts — The fair value of mandatory loan sales commitments and derivative instruments such as forward sales of mortgage-backed securities that are utilized as economic hedging instruments is calculated by reference to quoted prices for similar assets (Level 2).

Interest rate lock commitments — The fair value of interest rate lock commitments (“IRLCs”) is calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Expired commitments are excluded from the fair value measurement. Since not all IRLCs will become closed loans, we adjust our fair value measurements for the estimated amount of IRLCs that will not close. This adjustment is effected through the pull-through rate, which represents the probability that an interest rate lock commitment will ultimately result in a closed ~~loan~~loan. For IRLCs that are cancelled or expire, any recorded gain or loss is reversed at the end of the commitment period (Level 3).

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The following table presents the range and weighted-average pull-through rates used in determining the fair value of IRLCs as of the dates presented:


		June 30, 2021	December 31, 2020		June 30, 2022	December 31, 2021
Range	Range	47% - 100%	47% - 100%	Range	39% - 100%	42% - 100%
Weighted-average	Weighted-average	79%	75%	Weighted-average	82%	85%

~~Forward contracts~~Beneficial interests in securitizations — ~~The fair value~~As of ~~mandatory loan sales commitments and derivative instruments such~~June 30, 2022, we have repaid both beneficial interests as ~~forward sales~~a result of ~~mortgage-backed securities that are utilized as economic hedging instruments is calculated by reference to quoted prices for similar assets (Level 2).~~the wind down of Zillow Offers operations.

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in ~~thousands)~~millions):
June 30, 2021
Total Level 1 Level 2 Level 3
Cash equivalents:
Money market funds $ 3,494,642 $ 3,494,642 $ 0 $ 0
Short-term investments:
U.S. government agency securities 829,925 0 829,925 0
Treasury bills 44,988 0 44,988 0
Municipal securities 5,962 0 5,962 0
Mortgage origination-related:
Mortgage loans held for sale 171,450 0 171,450 0
IRLCs 6,413 0 0 6,413
Forward contracts - other current assets 69 0 69 0
Forward contracts - other current liabilities (686) 0 (686) 0
Total $ 4,552,763 $ 3,494,642 $ 1,051,708 $ 6,413


		December 31, 2020									June 30, 2022
		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
Cash equivalents:	Cash equivalents:									Cash equivalents:
Money market funds	Money market funds	$	1,486,384	$	1,486,384	$	0	$	0	Money market funds	$	2,047	$	2,047	$	—	$	—
Municipal securities		3,228		0		3,228		0
Short-term investments:	Short-term investments:									Short-term investments:
U.S. government agency securities										U.S. government agency securities	1,217		—		1,217		—
Treasury bills	Treasury bills	1,163,813		0		1,163,813		0		Treasury bills	99		—		99		—
U.S. government agency securities		1,037,577		0		1,037,577		0
Municipal securities		16,220		0		16,220		0
Certificates of deposit		498		0		498		0
Corporate bonds										Corporate bonds	38		—		38		0
Commercial paper										Commercial paper	8		—		8		0
Mortgage origination-related:	Mortgage origination-related:									Mortgage origination-related:
Mortgage loans held for sale	Mortgage loans held for sale	330,758		0		330,758		0		Mortgage loans held for sale	61		—		61		—
IRLCs	IRLCs	12,342		0		0		12,342		IRLCs	2		—		—		2
Forward contracts - other current liabilities		(2,608)		0		(2,608)		0
Forward contracts - other current assets										Forward contracts - other current assets	1		—		1		—
Total	Total	$	4,048,212	$	1,486,384	$	2,549,486	$	12,342	Total	$	3,473	$	2,047	$	1,424	$	2


	December 31, 2021
	Total		Level 1		Level 2		Level 3
Cash equivalents:
Money market funds	$	2,132	$	2,132	$	—	$	—
Short-term investments:
U.S. government agency securities	471		—		471		—
Corporate bonds	33		—		33		—
Commercial paper	10		—		10		—
Beneficial interests in securitizations	75		—		—		75
Mortgage origination-related:
Mortgage loans held for sale	107		—		107		—
IRLCs	5		—		—		5
Forward contracts - other current assets	—		—		—		—
Forward contracts - other current liabilities	—		—		—		—
Total	$	2,833	$	2,132	$	621	$	80

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The following table presents the changes in our IRLCs for the periods presented (in ~~thousands)~~millions):

Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020 (1)
Balance, beginning of the period $ 5,002 $ 2,225 $ 12,342 $ 937
Issuances 16,120 10,142 34,421 15,507
Transfers (16,041) (8,586) (40,439) (13,142)
Fair value changes recognized in earnings 1,332 1,310 89 1,789
Balance, end of period $ 6,413 $ 5,091 $ 6,413 $ 5,091
~~(1) Beginning balance represents transfers of IRLCs from Level 2 to Level 3 within the fair value hierarchy as of January 1, 2020.~~


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Balance, beginning of the period	$	—	$	5	$	5	$	12
Issuances	4		16		10		34
Transfers	(2)		(16)		(11)		(40)
Fair value changes recognized in earnings	—		1		(2)		—
Balance, end of period	$	2	$	6	$	2	$	6

At June 30, 2022, the notional amounts of the hedging instruments related to our mortgage loans held for sale were $98 million and $142 million for our IRLCs and forward contracts, respectively. At December 31, 2021, the notional amounts of the hedging instruments related to our mortgage loans held for sale were ~~$355.0~~$305 million and $479.3 million for our IRLCs and forward contracts, respectively. At December 31, 2020, the notional amounts of the hedging instruments related to our mortgage loans held for sale were $378.1 million and $652.1$388 million for our IRLCs and forward contracts, respectively. We do not have the right to offset our derivative positions.

See Note 11 for the carrying ~~amount~~amounts and estimated fair ~~value~~values of our convertible senior ~~notes.~~notes and securitization term loans.

Note 4. Cash and Cash Equivalents, ~~Short-term~~ Investments and Restricted Cash

The following tables present the amortized cost, gross unrealized gains and losses and estimated fair market value of our cash and cash equivalents, ~~short-term~~ investments, and restricted cash as of the dates presented (in ~~thousands)~~millions):
June 30, 2021
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Fair Market
Value
Cash $ 218,514 $ — $ — $ 218,514
Cash equivalents:
Money market funds 3,494,642 — — 3,494,642
Short-term investments:
U. S. government agency securities 829,791 134 0 829,925
Treasury bills 44,975 13 0 44,988
Municipal securities 5,962 0 0 5,962
Restricted cash 141,024 — — 141,024
Total $ 4,734,908 $ 147 $ 0 $ 4,735,055


	June 30, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Market Value
Cash	$	134	$	—	$	—	$	134
Cash equivalents:
Money market funds	2,047		—		—		2,047
Short-term investments:
U. S. government agency securities	1,230		—		(13)		1,217
Treasury bills	99		—		—		99
Corporate bonds	38		—		—		38
Commercial paper	8		—		—		8
Restricted cash	2		—		—		2
Total	$	3,558	$	—	$	(13)	$	3,545

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		December 31, 2020									December 31, 2021
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Market Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Market Value
Cash	Cash	$	213,518	$	—	$	—	$	213,518	Cash	$	479	$	—	$	—	$	479
Cash equivalents:	Cash equivalents:									Cash equivalents:
Money market funds	Money market funds	1,486,384		—		—		1,486,384		Money market funds	2,132		—		—		2,132
Municipal securities		3,229		—		(1)		3,228
Short-term investments:	Short-term investments:									Short-term investments:
Treasury bills		1,163,748		65		0		1,163,813
U.S. government agency securities	U.S. government agency securities	1,037,572		57		(52)		1,037,577		U.S. government agency securities	473		—		(2)		471
Municipal securities		16,226		0		(6)		16,220
Certificates of deposit		498		0		0		498
Corporate bonds										Corporate bonds	33		—		—		33
Commercial paper										Commercial paper	10		—		—		10
Restricted cash	Restricted cash	75,805		—		—		75,805		Restricted cash	227		—		—		227
Beneficial interests in securitizations										Beneficial interests in securitizations	66		9		—		75
Total	Total	$	3,996,980	$	122	$	(59)	$	3,997,043	Total	$	3,420	$	9	$	(2)	$	3,427

~~All short-term~~The following table presents available-for-sale investments by contractual maturity date as of June 30, ~~2021 have a contractual maturity date of one year or less.~~2022 (in millions):


	Amortized Cost		Estimated Fair Market Value
Due in one year or less	$	1,164	$	1,154
Due after one year	211		208
Total	$	1,375	$	1,362

Note 5. Inventory

The following table presents the components of inventory, net of applicable lower of cost or net realizable value adjustments, as of the dates presented (in ~~thousands)~~millions):


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Finished goods	Finished goods	$	731,555	$	339,372	Finished goods	$	23	$	2,728
Work-in-process	Work-in-process	438,046		151,921		Work-in-process	—		1,185
Inventory	Inventory	$	1,169,601	$	491,293	Inventory	$	23	$	3,913

We have recorded a write-down for homes in inventory of $7 million and $211 million as of June 30, 2022 and December 31, 2021, respectively.

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Note 6. Contract Balances

Contract assets were ~~$50.0~~$88 million and ~~$20.8~~$78 million as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. Contract assets represent amounts for which we have recognized revenue for contracts that have not yet been invoiced to our customers. Contract assets are primarily related to our Premier Agent Flex, rentals pay per lease and StreetEasy Experts offerings, whereby we estimate variable consideration based on the expected number of real estate transactions to be closed for Premier Agent Flex and StreetEasy Experts, and qualified leases to be secured for rentals pay per lease. We recognize revenue when we satisfy our performance obligations under the corresponding contracts. StreetEasy Experts is our pay for performance pricing model available in the New York City market for which agents and brokers are provided with leads at no initial cost and pay a performance advertising fee only when a real estate purchase transaction is closed with one of the leads. Under the StreetEasy Experts pricing model, the transaction price represents variable consideration, as the amount to which we expect to be entitled varies based on the number of leads that convert into real estate transactions and the value of those transactions. We record a corresponding contract asset for the estimate of variable consideration for StreetEasy Experts when the right to the consideration is conditional. When the right to consideration becomes unconditional, we reclassify amounts to accounts receivable. Contract assets are recorded within prepaid expenses and other current assets in our condensed consolidated balance sheets.

For the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, we recognized revenue of ~~$51.9~~$52 million and ~~$33.8~~$52 million, respectively, that was included in the deferred revenue balance at the beginning of the related period. For the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, we recognized revenue of ~~$47.8~~$49 million and ~~$36.6~~$48 million, respectively, that was included in the deferred revenue balance at the beginning of the related period.

Note 7. Contract Cost Assets

As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we had ~~$47.9~~$27 million and ~~$50.7~~$35 million, respectively, of contract cost assets. For the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, we did 0tnot incur any material impairment losses to our contract cost assets.

We recorded amortization expense related to contract cost assets of ~~$10.1~~$8 million and ~~$8.7~~$10 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$20.2~~$16 million and ~~$17.1~~$20 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

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Note 8. Property and Equipment, net

The following table presents the detail of property and equipment as of the dates presented (in ~~thousands)~~millions):
June 30, 2021 December 31, 2020
Website development costs $ 115,198 $ 95,466
Leasehold improvements 102,204 110,280
Office equipment, furniture and fixtures 34,080 39,607
Construction-in-progress 31,939 44,151
Computer equipment 19,091 20,433
Property and equipment 302,512 309,937
Less: accumulated amortization and depreciation (112,562) (113,785)
Property and equipment, net $ 189,950 $ 196,152


	June 30, 2022		December 31, 2021
Website development costs	$	231	$	175
Leasehold improvements	94		107
Office equipment, furniture and fixtures	28		26
Computer equipment	19		19
Construction-in-progress	4		7
Property and equipment	376		334
Less: accumulated amortization and depreciation	(130)		(119)
Property and equipment, net	$	246	$	215

We recorded depreciation expense related to property and equipment (other than website development costs) of ~~$7.1~~$6 million and ~~$7.1~~$7 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$15.0~~$14 million and ~~$18.9~~$15 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

We capitalized ~~$14.1~~$34 million and ~~$15.4~~$14 million in website development costs for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$26.5~~$68 million and ~~$27.9~~$27 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Amortization expense for website development costs included in cost of revenue was ~~$8.4~~$19 million and ~~$6.0~~$8 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$16.4~~$32 million and ~~$11.4~~$16 million for the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively.

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Note 9. ~~Equity Investment~~Acquisition

~~In October 2016, we purchased~~Acquisition of ShowingTime.com, Inc.

On September 30, 2021, Zillow Group acquired ShowingTime.com, Inc. (“ShowingTime”) in exchange for approximately $512 million in cash, subject to certain adjustments. Our acquisition of ShowingTime has been accounted for as a ~~10% equity interest in a privately held variable interest entity within~~business combination, and assets acquired and liabilities assumed were recorded at their estimated fair values as of September 30, 2021. Goodwill, which represents the ~~real estate industry~~expected synergies from combining the acquired assets and the operations of the acquirer, as well as intangible assets that do not qualify for ~~$10.0 million. In March 2020, we recognized a non-cash impairment charge~~separate recognition, is measured as of ~~$5.3 million~~the acquisition date as the excess of consideration transferred, which is also measured at fair value, and the net of the fair values of the assets acquired and the liabilities assumed as of the acquisition date.

The total purchase price has been allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the acquisition date. The total purchase price was allocated as follows (in millions):


Cash and cash equivalents	$	15
Identifiable intangible assets	111
Goodwill	389
Other acquired assets	6
Deferred tax liability	(4)
Other assumed liabilities	(5)
Total purchase price	$	512

The estimated fair value of identifiable intangible assets acquired and associated useful lives consisted of the following (in millions):


	Estimated Fair Value		Estimated Weighted-Average Useful Life (in years)
Customer relationships	$	55	8
Developed technology	47		4
Trade names and trademarks	9		10
Total	$	111

We used an income approach to measure the fair value of the customer relationships based on the excess earnings method, whereby the fair value is estimated based upon the present value of cash flows that the applicable asset is expected to generate. We used an income approach to measure the fair value of the developed technology and the trade names and trademarks based on the relief-from-royalty method. These fair value measurements were based on Level 3 inputs under the fair value hierarchy.

Acquisition-related costs incurred, which primarily included legal, accounting and other external costs directly related to ~~this investment. The impairment charge is~~the acquisition, are included ~~in impairment~~within acquisition-related costs within our IMT segment for the six months ended June 30, 2020. In June 2020, we sold our 10% equity interest for $10.0 million in cash. We recorded a gain on the sale of the investment of $5.3 million for the three and six month periods ended June 30, 2020 which is classified within other income in our condensed consolidated statements of ~~operations.~~operations and were expensed as incurred.

Unaudited pro forma earnings information has not been presented as the effects were not material to our condensed consolidated financial statements.

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Note 10. Intangible Assets, net

The following tables present the detail of intangible assets as of the dates presented (in ~~thousands)~~millions):
June 30, 2021
Cost Accumulated
Amortization Net
Trade names and trademarks $ 36,500 $ (6,389) $ 30,111
Software 34,431 (13,733) 20,698
Intangibles-in-progress 11,945 0 11,945
Developed technology 86,064 (76,744) 9,320
Customer relationships 87,600 (79,557) 8,043
Purchased content 51,360 (50,115) 1,245
Total $ 307,900 $ (226,538) $ 81,362


		December 31, 2020							June 30, 2022
		Cost		Accumulated Amortization		Net			Cost		Accumulated Amortization		Net
Customer relationships								Customer relationships	$	55	$	(6)	$	49
Developed technology								Developed technology	50		(11)		39
Trade names and trademarks	Trade names and trademarks	$	36,500	$	(3,822)	$	32,678	Trade names and trademarks	45		(12)		33
Software	Software	28,515		(11,483)		17,032		Software	44		(13)		31
Developed technology		86,064		(70,270)		15,794
Customer relationships		87,600		(73,301)		14,299
Intangibles-in-progress		11,863		0		11,863
Purchased content	Purchased content	47,930		(44,829)		3,101		Purchased content	6		(5)		1
Total	Total	$	298,472	$	(203,705)	$	94,767	Total	$	200	$	(47)	$	153


	December 31, 2021
	Cost		Accumulated Amortization		Net
Customer relationships	$	139	$	(84)	$	55
Developed technology	133		(86)		47
Software	59		(20)		39
Trade names and trademarks	45		(9)		36
Intangibles-in-progress	2		—		2
Purchased content	4		(3)		1
Total	$	382	$	(202)	$	180

Amortization expense recorded for intangible assets for the three months ended June 30, 2022 and 2021 ~~and 2020~~ was ~~$13.4~~$19 million and ~~$13.1~~$13 million, respectively, and ~~$26.3~~$41 million and ~~$24.9~~$26 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Amortization expense for trade names and trademarks and customer relationships intangible assets is included in sales and marketing expenses. Amortization expense for all other intangible assets is included in cost of revenue.

We did 0tnot record any impairment costs related to our intangible assets for the three or six months ended June 30, 2022 and 2021. ~~For~~

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Note 11. Debt

The following table presents the ~~six months ended~~carrying values of Zillow Group’s debt as of the dates presented (in millions):


	June 30, 2022		December 31, 2021
Homes segment
Credit facilities:
Goldman Sachs Bank USA	$	—	$	548
Citibank, N.A.	—		770
Credit Suisse AG, Cayman Islands	—		835
Securitizations:
2021-1 variable funding line	—		17
2021-1 term loan	—		472
2021-2 variable funding line	—		29
2021-2 term loan	—		737
Total Homes segment debt	—		3,408
Mortgages segment
Repurchase agreements:
Credit Suisse AG, Cayman Islands	31		77
Citibank, N.A.	10		17
Warehouse line of credit:
Comerica Bank	14		19
Total Mortgages segment debt	55		113
Convertible senior notes
1.375% convertible senior notes due 2026	495		369
2.75% convertible senior notes due 2025	558		443
0.75% convertible senior notes due 2024	604		507
Total convertible senior notes	1,657		1,319
Total debt	$	1,712	$	4,840

Homes Segment

Variable Interest Entities

As of June 30, ~~2020, we recognized a non-cash impairment charge~~2022 and December 31, 2021, the total assets of ~~$71.5~~the special purpose entities (“SPEs”) and titling trust associated with our Zillow Offers business were $29 million and $4.2 billion, respectively, of which $25 million and $3.9 billion are inventory, respectively. The remaining assets of the SPEs as of December 31, 2021 included $225 million of restricted cash and $78 million of accounts receivable. As of December 31, 2021, the total liabilities of the SPEs and titling trust were $3.5 billion, of which $3.4 billion are credit facility and securitization-related borrowings and $55 million are accrued expenses. For additional details related to our Trulia trade names and trademarks intangible asset, which historically had not been subject to amortization. The impairment charge is included in impairment costs within our IMT and Mortgages segments. In March 2020, we identified factors directly related to the COVID-19 pandemic that led us to conclude it was more likely than not that the $108.0 million carrying value of the asset exceeded its fair value. Accordingly, with the assistance of a third-party valuation specialist, we performed a quantitative analysis to determine the fair value of the intangible asset and concluded that our best estimate of its fair value was $36.5 million. The remaining carrying value of the intangible asset is amortized on an accelerated basis commensurate with the projected cash flows expected to be generated by the intangible asset over a useful life of 10 years. For additional details regarding this impairment,SPEs, see Note 1113 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021.

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~~Note 11. Debt~~

~~The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in thousands):~~
June 30, 2021 December 31, 2020
Homes segment
Credit facilities:
Goldman Sachs Bank USA $ 183,373 $ 145,825
Citibank, N.A. 219,989 87,103
Credit Suisse AG, Cayman Islands 421,083 128,238
Total Homes segment debt 824,445 361,166
Mortgages segment
Repurchase agreements:
Credit Suisse AG, Cayman Islands 99,706 149,913
Citibank, N.A. 21,332 90,227
Warehouse line of credit:
Comerica Bank 42,349 68,903
Total Mortgages segment debt 163,387 309,043
Convertible senior notes
1.375% convertible senior notes due 2026 357,531 347,566
2.75% convertible senior notes due 2025 428,830 414,888
0.75% convertible senior notes due 2024 490,126 524,273
1.50% convertible senior notes due 2023 330,095 326,796
Total convertible senior notes 1,606,582 1,613,523
Total debt $ 2,594,414 $ 2,283,732

~~Homes Segment~~

To provide capital for Zillow Offers, we utilize credit facilities that are classified as current liabilities in our condensed consolidated balance sheets. We classify these credit facilities as current liabilities as amounts drawn to purchase homes are typically due as homes are sold, which we expect to be within one year, if not replaced by new real estate inventory of equal or greater value. The following table summarizes certain details related to our credit facilities (in thousands, except interest rates):
Lender Final Maturity Date Maximum Borrowing Capacity Weighted-Average Interest Rate
Goldman Sachs Bank USA April 21, 2023 $ 500,000 2.90 %
Citibank, N.A. December 9, 2023 500,000 2.84 %
Credit Suisse AG, Cayman Islands December 31, 2022 500,000 2.84 %
Total $ 1,500,000

~~On April 7, 2021, certain wholly owned subsidiaries of Zillow Group amended and restated the credit agreement with Credit Suisse AG, Cayman Islands, in order to facilitate a titling trust structure.~~

On April 14, 2021, certain wholly owned subsidiaries of Zillow Group amended and restated the credit agreement with Goldman Sachs Bank USA previously maturing on April 20, 2022 in order to facilitate a titling trust structure and extend the final maturity date to April 21, 2023.

On June 11, 2021, certain wholly owned subsidiaries of Zillow Group amended the credit agreement with Citibank, N.A. previously maturing on November 30, 2021 such that it now has a final maturity date of December 9, 2023.

Undrawn amounts available under the credit facilities included in the table above are not committed, meaning the applicable lender is not committed to, but may in its discretion, advance loan funds in excess of the outstanding borrowings. The final maturity dates are inclusive of extensions which are subject to agreement by the respective lender.

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InCredit Facilities

During the first ~~half~~quarter of ~~2021,~~2022, certain wholly owned subsidiaries of Zillow Group ~~amended and restated~~repaid all amounts drawn on the ~~Homes segment credit agreements in order to facilitate a titling trust structure. In March 2021, Zillow Group, through~~ Zillow Offers ~~began buying and selling homes through a titling trust. The titling trust facilitates~~credit facilities. No additional amounts may be drawn on these facilities. For additional details related to our credit facilities, see Note 13 in the ~~allocation~~Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Securitization Transactions

During the first quarter of ~~beneficial ownership of properties to special purpose entities (each, an “SPE”), which SPEs are then party to agreements to finance~~2022, we repaid all amounts drawn on the ~~properties. Zillow Group initially formed these SPEs to purchase and sell residential properties through~~variable funding lines entered into in conjunction with the securitizations for our Zillow Offers ~~and subsequent~~business. For additional details related to our securitization variable funding lines, see Note 13 in the Notes to the ~~creation of~~Consolidated Financial Statements included in our Annual Report on Form 10-K for the ~~titling trust, these SPEs hold beneficial interests in homes purchased by~~fiscal year ended December 31, 2021.

In connection with the ~~titling trust, which the SPEs subsequently finance. Each SPE is a wholly owned subsidiary~~wind down of Zillow ~~Group and a separate legal entity, and neither~~Offers operations, during the assets nor credit of any such SPE are available to satisfy the debts and other obligations of any affiliate or other entity. The credit facilities are secured by the assets and equity of one or more SPEs. These SPEs and titling trust are variable interest entities and Zillow Group is the primary beneficiary as it has the power to control the activities that most significantly impact the SPEs’ and titling trust’s economic performance and the obligation to absorb losses of the SPEs and titling trust or the right to receive benefits that could potentially be significant to the SPEs and titling trust. The SPEs and titling trust are consolidated within Zillow Group’s condensed consolidated financial statements. As ofsix months ended June 30, ~~2021~~2022, we repaid the remaining principal associated with the 2021-1 and ~~December 31, 2020,~~2021-2 term loans. During the ~~total assets of the SPEs and titling trust were $1.3 billion and $551.2 million, respectively, of which $1.2 billion and $491.3 million are inventory, respectively, $77.6~~three months ended June 30, 2022, we repaid $320 million and ~~$53.0~~$473 million ~~are restricted cash, respectively,~~of principal and ~~$22.2~~paid $2 million and ~~$3.9~~$3 million ~~are accounts receivable, respectively. As~~ of prepayment fees associated with the 2021-1 and 2021-2 term loans, respectively, plus accrued interest. For the three months ended June 30, ~~2021 and December 31, 2020,~~2022, we recorded a total loss on debt extinguishment of $7 million representing the total liabilities of the SPEs and titling trust were $847.6 million and $372.5 million, respectively, of which $824.4 million and $361.2 million are credit facility borrowings, respectively, and $22.1 million and $10.8 million are accrued expenses, respectively.

Outstanding amounts drawn under each credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default. Further, each SPE is required to repay any resulting shortfall if the value of the eligible properties owned by such SPE falls below a certain percentage ofdifference between the principal amount ~~outstanding under~~repaid, prepayment penalties incurred and the ~~applicable credit facility. Continued inclusion~~carrying amount extinguished for each of ~~properties in each credit facility is subject to various eligibility criteria. For example, aging criteria limit~~ the ~~inclusion in~~term loans upon repayment. During the ~~borrowing base of properties owned longer than a specified number of days, and properties owned for longer than one year are generally ineligible.~~

The stated interest rate on our credit facilities is one-month LIBOR plus an applicable margin, and in certain cases includes a LIBOR floor, as defined in the respective credit agreements. Our credit facilities include customary representations and warranties, provisions regarding events of default and covenants. The terms of these credit facilities and related financing documents require Zillow Group and certain of its subsidiaries, as applicable, to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth and leverage ratios. As ofsix months ended June 30, ~~2021, Zillow Group was in compliance~~2022, we repaid $480 million and $749 million of principal and paid $3 million and $5 million of prepayment fees associated with ~~all financial covenants~~the 2021-1 and ~~no event~~2021-2 term loans, respectively, plus accrued interest. For the six months ended June 30, 2022, we recorded a total loss on debt extinguishment of ~~default had occurred. Except for certain limited circumstances,~~$13 million representing the credit facilities are non-recourse to Zillow Group. Our credit facilities require that we establish, maintain and in certain circumstances that Zillow Group fund specified reserve accounts. These reserve accounts include, but are not limited to, interest reserves, insurance reserves, tax reserves, renovation cost reserves and reserves for specially permitted liens. Amounts funded to these reserve accountsdifference between the principal amount repaid, prepayment penalties incurred and the ~~collection accounts have been classified within our condensed consolidated balance sheets as restricted cash.~~carrying amount extinguished for each of the term loans upon repayment.

Mortgages Segment

To provide capital for Zillow Home Loans, we utilize master repurchase agreements and a warehouse line of credit which are classified as current liabilities in our condensed consolidated balance sheets. The repurchase agreements and warehouse line of credit provide short-term financing between the issuance of a mortgage loan and when Zillow Home Loans sells the loan to an investor or directly to an agency.credit. The following table summarizes certain details related to our repurchase agreements and warehouse line of credit (in ~~thousands,~~millions, except interest rates):
Lender Maturity Date Maximum Borrowing Capacity Weighted-Average Interest Rate
Credit Suisse AG, Cayman Islands March 18, 2022 $ 300,000 2.50 %
Citibank, N.A. June 10, 2022 100,000 1.85 %
Comerica Bank June 25, 2022 60,000 2.70 %
Total $ 460,000


Lender	Maturity Date	Maximum Borrowing Capacity		Weighted-Average Interest Rate
Credit Suisse AG, Cayman Islands	March 17, 2023	$	100	3.34	%
Citibank, N.A.	June 9, 2023	100		3.38	%
Comerica Bank	June 24, 2023	50		3.54	%
	Total	$	250

On June ~~11, 2021,~~10, 2022, Zillow Home Loans amended its Citibank, N.A. (“Citibank”) master repurchase agreement ~~previously maturing on October 26, 2021 such that it now matures on~~to update the reference rate from one-month LIBOR to Secured Overnight Financing Rate (“SOFR”), as defined by the governing agreements. Additionally, the amendment extended the maturity date of the Citibank master repurchase agreement from June 10, ~~2022.~~

~~Table of Contents~~

2022 to June 9, 2023.

On June ~~26, 2021,~~25, 2022, Zillow Home Loans amended its Comerica Bank warehouse line of credit ~~previously maturing on June 26, 2021 such that it now matures on June 25, 2022 and provides an uncommitted~~to decrease the total maximum borrowing capacity from $60 million to $50 million and update the reference rate from one-month LIBOR to Bloomberg Short-Term Bank Yield Index Rate (“BSBY”), as defined by the governing agreements. Additionally, the amendment extended the maturity date of ~~$60.0 million. The~~the Comerica Bank warehouse line of credit ~~previously provided a committed total maximum borrowing capacity of $100.0 million.~~from June 25, 2022 to June 24, 2023.

In accordance with the master repurchase agreements, Credit Suisse and Citibank ~~N.A.~~ (together the “Lenders”) have agreed to pay Zillow Home Loans a negotiated purchase price for eligible loans, and Zillow Home Loans has simultaneously agreed to repurchase such loans from the Lenders under a specified timeframe at an agreed upon price that includes interest. The master repurchase agreements contain margin call provisions that provide the Lenders with certain rights in the event of a decline in the market value of the assets purchased under the master repurchase agreements. As of June 30, ~~2021~~2022 and December 31, ~~2020, $126.2~~2021, $44 million and ~~$240.1~~$87 million, respectively, in mortgage loans held for sale were pledged as collateral under the master repurchase agreements.

~~Borrowings on the repurchase agreements and warehouse line~~

Table of credit bear interest at the one-month LIBOR plus an applicable margin, and in certain cases include a LIBOR floor, as defined in the governing agreements, and are secured by residential mortgage loans held for sale. Contents

The repurchase agreements and warehouse line of credit include customary representations and warranties, covenants and provisions regarding events of default. As of June 30, ~~2021,~~2022, Zillow Home Loans was in compliance with all financial covenants and no event of default had occurred. The repurchase agreements and warehouse line of credit are recourse to Zillow Home Loans, and have no recourse to Zillow Group or any of its other subsidiaries.

For additional details related to our warehouse line of credit and repurchase agreements, see Note 1413 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021.

Convertible Senior Notes

Effective January 1, 2022, we adopted guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Refer to Note 2in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for additional information regarding the adoption of this guidance.

The following tables summarize certain details related to our outstanding convertible senior notes as of the dates presented or for the periods ended (in ~~thousands,~~millions, except interest rates):
June 30, 2021 December 31, 2020
Maturity Date Aggregate Principal Amount Stated Interest Rate Effective Interest Rate First Interest Payment Date Semi-Annual Interest Payment Dates Unamortized Debt Discount and Debt Issuance Costs Fair Value Unamortized Debt Discount and Debt Issuance Costs Fair Value
September 1, 2026 $ 498,800 1.375 % 8.10 % March 1, 2020 March 1; September 1 $ 141,269 $ 1,434,100 $ 152,434 $ 1,508,675
May 15, 2025 565,000 2.75 % 10.32 % November 15, 2020 May 15; November 15 136,170 1,132,718 150,112 1,168,855
September 1, 2024 608,382 0.75 % 7.68 % March 1, 2020 March 1; September 1 118,256 1,665,403 148,727 2,023,280
July 1, 2023 367,678 1.50 % 6.99 % January 1, 2019 January 1; July 1 37,583 568,397 46,954 633,039
Total $ 2,039,860 $ 433,278 $ 4,800,618 $ 498,227 $ 5,333,849


		Three Months Ended June 30, 2021								Three Months Ended June 30, 2020																June 30, 2022				December 31, 2021
Maturity Date	Maturity Date	Contractual Coupon Interest		Amortization of Debt Discount		Amortization of Debt Issuance Costs		Interest Expense		Contractual Coupon Interest		Amortization of Debt Discount		Amortization of Debt Issuance Costs		Interest Expense		Maturity Date	Aggregate Principal Amount		Stated Interest Rate		Effective Interest Rate		Semi-Annual Interest Payment Dates	Unamortized Debt Issuance Costs		Fair Value		Unamortized Debt Discount and Debt Issuance Costs		Fair Value
September 1, 2026	September 1, 2026	$	1,715	$	5,323	$	131	$	7,169	$	1,719	$	4,922	$	120	$	6,761	September 1, 2026	$	499	1.375	%	1.57	%	March 1; September 1	$	4	$	502	$	130	$	781
May 15, 2025	May 15, 2025	3,884		6,702		358		10,944		2,007		3,148		168		5,323		May 15, 2025	565		2.75	%	3.20	%	May 15; November 15	7		530		122		725
September 1, 2024	September 1, 2024	1,143		7,917		270		9,330		1,262		8,095		278		9,635		September 1, 2024	608		0.75	%	1.02	%	March 1; September 1	4		629		101		945
July 1, 2023		1,398		4,008		392		5,798		1,402		3,749		366		5,517
December 1, 2021		0		0		0		0		1,803		3,945		408		6,156
December 15, 2020		0		0		0		0		66		0		0		66
Total	Total	$	8,140	$	23,950	$	1,151	$	33,241	$	8,259	$	23,859	$	1,340	$	33,458	Total	$	1,672						$	15	$	1,661	$	353	$	2,451


	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
Maturity Date	Contractual Coupon Interest		Amortization of Debt Issuance Costs		Interest Expense		Contractual Coupon Interest		Amortization of Debt Discount		Amortization of Debt Issuance Costs		Interest Expense
September 1, 2026	$	1	$	—	$	1	$	1	$	6	$	—	$	7
May 15, 2025	4		1		5		4		6		—		10
September 1, 2024	2		—		2		1		8		1		10
July 1, 2023	—		—		—		2		4		—		6
Total	$	7	$	1	$	8	$	8	$	24	$	1	$	33

2021

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		Six Months Ended June 30, 2021								Six Months Ended June 30, 2020									Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
Maturity Date	Maturity Date	Contractual Coupon Interest		Amortization of Debt Discount		Amortization of Debt Issuance Costs		Interest Expense		Contractual Coupon Interest		Amortization of Debt Discount		Amortization of Debt Issuance Costs		Interest Expense		Maturity Date	Contractual Coupon Interest		Amortization of Debt Issuance Costs		Interest Expense		Contractual Coupon Interest		Amortization of Debt Discount		Amortization of Debt Issuance Costs		Interest Expense
September 1, 2026	September 1, 2026	$	3,432	$	10,549	$	259	$	14,240	$	3,438	$	9,746	$	238	$	13,422	September 1, 2026	$	3	$	—	$	3	$	3	$	11	$	—	$	14
May 15, 2025	May 15, 2025	7,768		13,235		707		21,710		2,007		3,148		168		5,323		May 15, 2025	8		1		9		8		14		1		23
September 1, 2024	September 1, 2024	2,381		16,327		559		19,267		2,510		15,956		545		19,011		September 1, 2024	3		1		4		2		15		1		18
July 1, 2023	July 1, 2023	2,799		7,958		778		11,535		2,804		7,446		727		10,977		July 1, 2023	—		—		—		3		8		1		12
December 1, 2021		0		0		0		0		4,103		8,856		916		13,875
December 15, 2020		0		0		0		0		132		0		0		132
Total	Total	$	16,380	$	48,069	$	2,303	$	66,752	$	14,994	$	45,152	$	2,594	$	62,740	Total	$	14	$	2	$	16	$	16	$	48	$	3	$	67

The convertible notes are senior unsecured obligations. The convertible senior notes maturing in 2026 (“2026 Notes”), 2025 (“2025 Notes”) and 2024 (“2024 Notes”) (together, the “Notes”) are classified as long-term debt in our condensed consolidated balance sheets based on their contractual maturity dates. The convertible senior notes maturing in 2023 (“2023 Notes”) are classified as current debt in our condensed consolidated balance sheet as of June 30, 2021, as they were redeemed by us on July 6, 2021, if not earlier converted by the holders. The 2023 Notes are classified as long-term debt in our condensed consolidated balance sheet as of December 31, 2020 based on the contractual maturity date of the 2023 Notes as of December 31, 2020. Interest on the convertible notes is paid semi-annually in arrears. The estimated fair value of the convertible senior notes was determined through consideration of quoted market prices. The fair value is classified as Level 3 due to the limited trading activity for each of the convertible senior notes.

On May 26, 2021, we submitted notice to the trustee to exercise our right to redeem the remaining $372.8 million in aggregate principal amount of the 2023 Notes on July 6, 2021 (the “Redemption Date”). Holders of the 2023 Notes had the option to convert their 2023 Notes in whole or in part into shares of Class C capital stock prior to the Redemption Date. If all holders of the 2023 Notes elected to convert their 2023 Notes into shares of Class C capital stock, the Company would be required to issue approximately ~~4.8 million~~ shares of Class C capital stock and pay cash in lieu of fractional shares, in full satisfaction of the 2023 Notes. For any holder of the 2023 Notes that did not elect to convert their 2023 Notes into shares of Class C capital stock, we redeemed the 2023 Notes in cash at a redemption price equal to 100% of the principal amount of the 2023 Notes redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date. The ~~2026 Notes, 2025 Notes and 2024~~ Notes are convertible into cash, shares of Class C capital stock or a combination thereof, at our election, and may be settled as described below. They will mature on their respective maturity date, unless earlier repurchased, redeemed or converted in accordance with their terms.

The following table summarizes the conversion and redemption options with respect to the ~~2026 Notes, 2025 Notes, 2024 Notes and 2023 Notes (together, the “Notes”):~~Notes:

Maturity Date

Early Conversion Date

Conversion Rate

Conversion Price

Optional Redemption Date

Maturity Date

Early Conversion Date

Conversion Rate

Conversion Price

Optional Redemption Date

September 1, 2026

March 1, 2026

22.9830

43.51

September 5, 2023

September 1, 2026

March 1, 2026

22.9830

43.51

September 5, 2023

May 15, 2025

November 15, 2024

14.8810

67.20

May 22, 2023

May 15, 2025

November 15, 2024

14.8810

67.20

May 22, 2023

September 1, 2024

March 1, 2024

22.9830

43.51

September 5, 2022

September 1, 2024

March 1, 2024

22.9830

43.51

September 5, 2022

July 1, 2023

April 1, 2023

12.7592

78.37

July 6, 2021

The following table summarizes certain details related to the capped call confirmations with respect to ~~certain of~~ the convertible senior notes:


Maturity Date	Maturity Date	Initial Cap Price		Cap Price Premium		Maturity Date	Initial Cap Price		Cap Price Premium
September 1, 2026	September 1, 2026	$	80.5750	150	%	September 1, 2026	$	80.5750	150	%
September 1, 2024	September 1, 2024	72.5175		125	%	September 1, 2024	72.5175		125	%
July 1, 2023	July 1, 2023	105.45		85	%	July 1, 2023	105.45		85	%
December 1, 2021		69.19		85	%

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There were no conversions of convertible senior notes during the three and six months ended June 30, 2022. Each series of the Notes was convertible during the three months ended June 30, 2021 at the option of the holders. ~~During the three months ended~~ ~~June 30, 2021, holders of the 2023 Notes elected to convert $5.1 million aggregate principal amount of 2023 Notes. During the three months ended~~ ~~June 30, 2021, holders of the 2024 Notes elected to convert $14.0 million~~ ~~aggregate principal amount of the 2024 Notes.~~ During the three months ended June 30, 2020, we used a portion of the net proceeds from the issuance of the 2025 Notes to repurchase $194.7 million aggregate principal of the convertible senior notes due 2021 (the “2021 Notes”) in privately negotiated transactions. The following table summarizes the activity for our convertible senior notes for the periods presented (in ~~thousands,~~millions, except ~~for~~ share ~~amounts)~~data which are presented in thousands):
Three Months Ended
June 30, 2021 Three Months Ended
June 30, 2020
2023 Notes 2024 Notes Total 2021 Notes
Aggregate principal amount settled $ 5,147 $ 14,000 $ 19,147 $ 194,670
Cash paid 0 0 0 194,670
Shares of Class C capital stock issued 65,669 321,762 387,431 753,936
Total fair value of consideration transferred (1) $ 8,081 $ 46,553 $ 54,634 $ 230,859
(Gain) loss on extinguishment of debt:
Consideration allocated to the liability component (2) $ 4,807 $ 11,848 $ 16,655 $ 172,886
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs 4,619 11,105 15,724 179,277
(Gain) loss on extinguishment of debt $ 188 $ 743 $ 931 $ (6,391)
Consideration allocated to the equity component $ 3,274 $ 34,705 $ 37,979 $ 57,973

Six Months Ended
June 30, 2021 Six Months Ended
June 30, 2020
2023 Notes 2024 Notes 2026 Notes Total 2021 Notes
Aggregate principal amount settled $ 6,072 $ 64,618 $ 1,200 $ 71,890 $ 194,670
Cash paid 0 0 0 0 194,670
Shares of Class C capital stock issued 77,458 1,485,114 27,579 1,590,151 753,936
Total fair value of consideration transferred (1) $ 9,724 $ 200,478 $ 4,204 $ 214,406 $ 230,859
(Gain) loss on extinguishment of debt:
Consideration allocated to the liability component (2) $ 5,648 $ 53,115 $ 883 $ 59,646 $ 172,886
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs 5,437 51,032 843 57,312 179,277
(Gain) loss on extinguishment of debt $ 211 $ 2,083 $ 40 $ 2,334 $ (6,391)
Consideration allocated to the equity component $ 4,076 $ 147,363 $ 3,321 $ 154,760 $ 57,973
(1) For convertible senior notes converted by note holders, the total fair value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the conversion date and an immaterial amount of cash paid in lieu of fractional shares. For convertible senior notes repurchased in the three months ended June 30, 2021, the total value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the date of transfer as well as cash transferred to note holders to settle the related notes.
(2) Consideration allocated to the liability component is based on the fair value of the liability component immediately prior to settlement, which was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature.

~~For~~


	Three Months Ended June 30, 2021
	2023 Notes		2024 Notes		Total
Aggregate principal amount settled	$	5	$	14	$	19
Shares of Class C capital stock issued	65		322		387
Total fair value of consideration transferred (1)	$	8	$	46	$	54
Loss on extinguishment of debt:
Consideration allocated to the liability component (2)	$	5	$	12	$	17
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs	5		11		16
Loss on extinguishment of debt	$	—	$	1	$	1
Consideration allocated to the equity component	$	3	$	34	$	37


	Six Months Ended June 30, 2021
	2023 Notes		2024 Notes		2026 Notes		Total
Aggregate principal amount settled	$	6	$	65	$	1	$	72
Shares of Class C capital stock issued	77		1,485		28		1,590
Total fair value of consideration transferred (1)	$	10	$	200	$	4	$	214
Loss on extinguishment of debt:
Consideration allocated to the liability component (2)	$	6	$	53	$	1	$	60
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs	6		51		1		58
Loss on extinguishment of debt	$	—	$	2	$	—	$	2
Consideration allocated to the equity component	$	4	$	147	$	3	$	154

(1) The total fair value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the conversion date and an immaterial amount of cash paid in lieu of fractional shares.

(2) Consideration allocated to the liability component is based on the fair value of the liability component immediately prior to settlement, which was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature.

The last reported sale price of our Class C capital stock did not exceed 130% of the conversion price of each series of the Notes for more than 20 trading days during the 30 consecutive trading days ended June 30, ~~2021, the last reported sale price of our Class C capital stock exceeded 130% of the conversion price of each series of the Notes.~~2022. Accordingly, each series of the Notes is not redeemable or convertible at the option of the holders from July 1 through September 30, 2021, unless earlier repurchased or redeemed. The 2026 Notes and 2024 Notes were first convertible during the three months ended September 30, 2020, and the 2025 Notes and 2023 Notes were first convertible during the three months ended March 31, 2021.2022.

For additional details related to our convertible senior notes, see Note 1413 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021.

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Note 12. Income Taxes

We are subject to ~~federal and state~~ income taxes in the ~~U.S.~~United States (federal and ~~federal~~state), Canada and ~~provincial income taxes in Canada.~~Serbia. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we have provided a valuation allowance against our net deferred tax assets that we believe, based on the weight of available evidence, are not more likely than not to be realized. We have accumulated federal tax losses of approximately ~~$1.7~~$2.1 billion as of December 31, ~~2020,~~2021, which are available to reduce future taxable income. We have accumulated state tax losses of approximately ~~$53.2~~$73 million (tax effected) as of December 31, ~~2020.~~2021.

~~Table~~Our income tax expense or benefit for interim periods is determined using an estimate of ~~Contents~~

our annual effective tax rate, adjusted for discrete items, if any, that are taken into account for the relevant period. We update our estimate of the annual effective tax rate on a quarterly basis and make year-to-date adjustments to the tax provision or benefit, as applicable. We recorded income tax expense of ~~$13.3~~$6 million and $13 million, respectively, for the three months ended June 30, 2022 and 2021, primarily related to state income taxes. We recorded an income tax benefit of $3 million for the six months ended June 30, 2022 and income tax expense of ~~$10.4~~$10 million for the six months ended June 30, 2021, primarily related to state income taxes. We recorded income tax expense of $0.7 million for the three months ended June 30, 2020 and an income tax benefit of $8.5 million for the six months ended June 30, 2020. The income tax benefit for the six months ended June 30, 2020 was primarily a result of a $9.7 million income tax benefit related to the $71.5 million non-cash impairment we recorded during the three months ended March 31, 2020 related to the Trulia trade names and trademarks intangible asset. For additional information about the non-cash impairment, see Note 10 of our condensed consolidated financial statements.

Note 13. Shareholders’ Equity

Preferred Stock

Our board of directors has the authority to fix and determine and to amend the number of shares of any series of preferred stock that is wholly unissued or to be established and to fix and determine and to amend the designation, preferences, voting powers and limitations and the relative, participating, optional or other rights, of any series of shares of preferred stock that is wholly unissued or to be established, subject in each case to certain approval rights of holders of our outstanding Class B common stock. There was 0no preferred stock issued and outstanding as of June 30, ~~2021~~2022 or December 31, ~~2020.~~2021.

Common and Capital Stock

Our Class A common stock has no preferences or privileges and is not redeemable. Holders of Class A common stock are entitled to 1 vote for each share.

Our Class B common stock has no preferences or privileges and is not redeemable. At any time after the date of issuance, each share of Class B common stock, at the option of the holder, may be converted into 1 share of Class A common stock, or automatically converted into Class A common stock upon the affirmative vote by or written consent of holders of a majority of the shares of the Class B common stock. Holders of Class B common stock are entitled to 10 votes for each share.

Our Class C capital stock has no preferences or privileges, is not redeemable and, except in limited circumstances, is non-voting.

Equity Distribution Agreement

There were 0no shares issued under the equity distribution agreement during the three and six months ended June 30, ~~2021.~~2022.

The following table summarizes the activity pursuant to the equity distribution agreement for the period presented (in ~~thousands,~~millions, except share data which are presented in thousands, and per share amounts):


	Six Months Ended June 30, 2021
Shares of Class C capital stock issued	~~3,163,502~~3,164
Weighted-average issuance price per share	$	~~174.0511~~174.05
Gross proceeds (1)	$	~~550,611~~551

(1) Net proceeds were ~~$544.6~~$545 million after deducting ~~$6.1~~$6 million of commissions and other offering expenses incurred.

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Stock Repurchase Authorizations

The following table summarizes, on a settlement date basis, our Class A common stock and Class C capital stock repurchase activity under the Stock Repurchase Program for the periods presented (in millions, except share data, which are presented in thousands, and per share amounts):


	Three Months Ended June 30, 2022				Six Months Ended June 30, 2022
	Class A common stock		Class C capital stock		Class A common stock		Class C capital stock
Shares repurchased	1,165		5,272		2,577		9,718
Weighted-average price per share	$	38.31	$	38.91	$	49.30	$	48.40
Total purchase price	$	44	$	205	$	127	$	470

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Note 14. Share-Based Awards

In addition to the option awards and restricted stock units typically granted under the Zillow Group, Inc. 2020 Incentive Plan (the “2020 Plan”) which vest quarterly over four years, during the first quarter of 2022, the Compensation Committee of the Board of Directors approved option and restricted stock unit awards granted under the 2020 Plan in connection with the 2021 annual review cycle that vest quarterly over one year. The exercisability terms of these equity awards are otherwise consistent with the terms of the option awards and restricted stock units typically granted under the 2020 Plan.

When determining the grant date fair value of share-based awards, management considers whether an adjustment is required to the observable market price or volatility of the Company’s Class A common stock or Class C capital stock used in the valuation as a result of material non-public information. For additional information regarding our share-based awards, see Note 16 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Option Awards

The following table summarizes option award activity for the six months ended June 30, ~~2021:~~
Number
of Shares
Subject to
Existing
Options Weighted-
Average
Exercise
Price Per
Share Weighted-
Average
Remaining
Contractual
Life (Years) Aggregate
Intrinsic
Value
(in thousands)
Outstanding at January 1, 2021 20,051,051 $ 42.68 7.22 $ 1,751,105
Granted 8,438,476 133.48
Exercised (1,991,460) 38.00
Forfeited or cancelled (602,382) 64.27
Outstanding at June 30, 2021 25,895,685 72.12 7.76 1,405,360
Vested and exercisable at June 30, 2021 10,615,442 44.43 6.16 832,504
2022:


	Number of Shares Subject to Existing Options (in thousands)	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2022	25,746	$	72.86	7.48	$	354
Granted	5,908	48.72
Exercised	(995)	41.52
Forfeited or cancelled	(2,366)	93.88
Outstanding at June 30, 2022	28,293	67.16		7.41	14
Vested and exercisable at June 30, 2022	14,240	57.54		6.02	13

The fair value of ~~options~~option awards granted is estimated at the date of grant using the Black-Scholes-Merton option-pricing model, assuming no dividends and with the following assumptions for the periods presented:


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended June 30,		Six Months Ended June 30,
		2021	2020	2021	2020		2022	2021	2022	2021
Expected volatility	Expected volatility	56%	51%	52%-56%	45%-51%	Expected volatility	60%	56%	55% - 60%	52% - 56%
Expected dividend yield	Expected dividend yield	0	0	0	0	Expected dividend yield	—	—	—	—
Risk-free interest rate	Risk-free interest rate	0.74%	0.33%	0.57%-0.90%	0.33%-0.93%	Risk-free interest rate	2.97%	0.74%	1.94% - 2.97%	0.57% - 0.90%
Weighted-average expected life	Weighted-average expected life	4.50 years	5.00 years	4.50-5.75 years	5.00-5.50 years	Weighted-average expected life	5.00 years	4.50 years	4.50 - 6.00 years	4.50 - 5.75 years
Weighted-average fair value of options granted	Weighted-average fair value of options granted	$53.16	$20.21	$59.58	$20.69	Weighted-average fair value of options granted	$17.82	$53.16	$24.60	$59.58

As of June 30, ~~2021,~~2022, there was a total of ~~$586.9~~$467 million in unrecognized compensation cost related to unvested ~~stock options.~~option awards.

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Restricted Stock Units

The following table summarizes activity for restricted stock units for the six months ended June 30, ~~2021:~~
Restricted
Stock Units Weighted-
Average Grant-
Date Fair
Value
Unvested outstanding at January 1, 2021 7,316,557 $ 48.14
Granted 1,155,375 134.02
Vested (1,592,564) 47.76
Forfeited (404,654) 55.93
Unvested outstanding at June 30, 2021 6,474,714 63.08
2022:


	Restricted Stock Units (in thousands)	Weighted- Average Grant- Date Fair Value
Unvested outstanding at January 1, 2022	6,074	$	66.51
Granted	5,372	48.15
Vested	(1,811)	56.79
Forfeited	(1,729)	61.88
Unvested outstanding at June 30, 2022	7,906	57.28

As of June 30, ~~2021,~~2022, there was a total of ~~$382.8~~$419 million in unrecognized compensation cost related to unvested restricted stock units.

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Share-Based Compensation Expense

The following table presents the effects of share-based compensation expense in our condensed consolidated statements of operations during the periods presented (in ~~thousands)~~millions):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Cost of revenue	Cost of revenue	$	2,972	$	1,364	$	5,660	$	2,766	Cost of revenue	$	4	$	3	$	7	$	6
Sales and marketing	Sales and marketing	13,350		9,116		23,237		16,109		Sales and marketing	14		13		26		23
Technology and development	Technology and development	34,951		21,421		61,042		40,109		Technology and development	38		35		67		61
General and administrative	General and administrative	37,122		20,450		62,129		37,162		General and administrative	45		37		83		62
Restructuring costs										Restructuring costs	1		—		10		—
Total	Total	$	88,395	$	52,351	$	152,068	$	96,146	Total	$	102	$	88	193		$	152

Note 15. Net Income ~~(Loss)~~ Per Share

Basic net income ~~(loss)~~ per share is computed by dividing net income ~~(loss)~~ by the weighted-average number of shares (including Class A common stock, Class B common stock and Class C capital stock) outstanding during the period. In the calculation of basic net income ~~(loss)~~ per share, undistributed earnings are allocated assuming all earnings during the period were distributed.

Diluted net income ~~(loss)~~ per share is computed by dividing net income ~~(loss)~~ by the weighted-average number of shares (including Class A common stock, Class B common stock and Class C capital stock) outstanding during the period and potentially dilutive Class A common stock and Class C capital stock equivalents, except in cases where the effect of the Class A common stock or Class C capital stock equivalent would be antidilutive. Potential Class A common stock and Class C capital stock equivalents consist of Class A common stock and Class C capital stock issuable upon exercise of stock options and Class A common stock and Class C capital stock underlying unvested restricted stock units ~~using the treasury stock method. Potential~~and Class ~~A common stock equivalents also include Class A common~~C capital stock issuable upon conversion of ~~the convertible notes due in 2020 using the if-converted method through the date of their last conversion in December 2020.~~

~~Prior to the second half of 2020, we intended to settle the principal amount of our~~ outstanding convertible senior ~~notes in cash~~notes.

Class A common stock and ~~therefore used~~Class C capital stock issuable upon exercise of stock options and Class A common stock and Class C capital stock underlying unvested restricted stock units are calculated using the treasury stock ~~method to calculate any potential dilutive effect~~method.

Table of ~~the conversion spread on diluted net income per share, if applicable.~~Contents

~~Effective July 1, 2020, we can no longer assume cash settlement of the principal amount of these outstanding convertible notes, therefore share settlement is now presumed. On a prospective basis we~~We have applied the if-converted method for calculating any potential dilutive effect of the conversion of the outstanding convertible notes on diluted net income per share, if applicable. The following table presents the maximum number of shares and conversion price per share of Class C capital stock for each of the Notes based on the aggregate principal amount outstanding as of June 30, ~~2021~~2022 (in thousands, except per share amounts):
Maturity Date Shares Conversion Price per Share
September 1, 2026 11,464 $ 43.51
May 15, 2025 8,408 67.20
September 1, 2024 13,983 43.51
July 1, 2023 4,692 78.37

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Maturity Date	Shares	Conversion Price per Share
September 1, 2026	11,464	$	43.51
May 15, 2025	8,408	67.20
September 1, 2024	13,983	43.51

For the periods presented, the following table reconciles the denominators used in the basic and diluted net income ~~(loss)~~ per share calculations (in thousands):


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended June 30,		Six Months Ended June 30,
		2021	2020	2021	2020		2022	2021	2022	2021
Denominator for basic calculation	Denominator for basic calculation	248,152	219,467	245,763	215,070	Denominator for basic calculation	243,942	248,152	246,229	245,763
Effect of dilutive securities:	Effect of dilutive securities:					Effect of dilutive securities:
Option awards	Option awards	10,472	0	11,450	0	Option awards	964	10,472	1,757	11,450
Unvested restricted stock units	Unvested restricted stock units	2,872	0	3,271	0	Unvested restricted stock units	257	2,872	558	3,271
Denominator for dilutive calculation	Denominator for dilutive calculation	261,496	219,467	260,484	215,070	Denominator for dilutive calculation	245,163	261,496	248,544	260,484

For the periods presented, the following Class A common stock and Class C capital stock equivalents were excluded from the calculations of diluted net income ~~(loss)~~ per share because their effect would have been antidilutive (in thousands):

Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Weighted-average Class A common stock and Class C capital stock option awards outstanding 245 25,202 1,389 22,649
Weighted-average Class C capital stock restricted stock units outstanding 984 9,086 645 8,354
Class A common stock issuable upon conversion of the convertible notes maturing in 2020 0 400 0 400
Class C capital stock issuable upon conversion of the 2021 Notes, 2023 Notes, 2024 Notes, 2025 Notes and 2026 Notes 38,641 7,232 38,796 7,316
Total Class A common stock and Class C capital stock equivalents 39,870 41,920 40,830 38,719


	Three Months Ended June 30,		Six Months Ended June 30,
	2022	2021	2022	2021
Weighted-average Class A common stock and Class C capital stock option awards outstanding	207	245	2,650	1,389
Weighted-average Class A common stock and Class C capital stock restricted stock units outstanding	7,357	984	5,284	645
Class C capital stock issuable upon conversion of the convertible notes maturing in 2023, 2024, 2025 and 2026	33,855	38,641	33,855	38,796
Total Class A common stock and Class C capital stock equivalents	41,419	39,870	41,789	40,830

Note 16. Commitments and Contingencies

Interest Rate Lock Commitments

We have entered into IRLCs with prospective borrowers under our mortgage origination business whereby we commit to lend a certain loan amount under specific terms and at a specific interest rate to the borrower. These commitments are treated as derivatives and are carried at fair value. For additional information regarding our IRLCs, see Note 3 ofto our ~~notes to~~ condensed consolidated financial statements.

Lease Commitments

We have entered into various non-cancelable operating lease agreements for certain of our office space and equipment with original lease periods expiring between ~~2021~~2022 and ~~2030.~~2032. For additional information regarding our lease agreements, see Note 1312 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021.

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Purchase Commitments

Purchase commitments primarily include various non-cancelable agreements to purchase content related to our mobile applications and websites and certain cloud computing ~~services as well as homes we are under contract~~services. For additional information regarding our purchase obligations, see Note 18 in the Notes to ~~purchase~~the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Escrow Balances

In conducting our title and escrow operations through Zillow ~~Offers but that~~Closing Services, we routinely hold customers’ assets in escrow, pending completion of real estate transactions, and are responsible for the proper disposition of these balances for our customers. Certain of these amounts are maintained in segregated bank accounts and have not ~~closed~~been included in the accompanying condensed consolidated balance sheets. These balances were not material as ~~of the respective date. As~~ of June 30, ~~2021, the value~~2022 and $55 million as of ~~homes under contract that have not closed was $1.2 billion.~~December 31, 2021.

Letters of Credit

As of June 30, ~~2021,~~2022, we have outstanding letters of credit of approximately ~~$16.9~~$16 million which secure our lease obligations in connection with certain of our office space operating leases.

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Surety Bonds

In the course of business, we are required to provide financial commitments in the form of surety bonds to third parties as a guarantee of our performance on and our compliance with certain obligations. If we were to fail to perform or comply with these obligations, any draws upon surety bonds issued on our behalf would then trigger our payment obligation to the surety bond issuer. We have outstanding surety bonds issued for our benefit of approximately ~~$10.6~~$13 million and ~~$10.1~~$12 million, respectively, as of June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

Legal Proceedings

We are involved in a number of legal proceedings concerning matters arising in connection with the conduct of our business activities, some of which are at preliminary stages and some of which seek an indeterminate amount of damages. We regularly evaluate the status of legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have been incurred to determine if accruals are appropriate. We further evaluate each legal proceeding to assess whether an estimate of possible loss or range of loss can be made if accruals are not appropriate. For certain cases described below, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in preliminary stages; (ii) specific damages have not been sought; (iii) damages sought are, in our view, unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories presented. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material effect on our financial position, results of operations or cash flow. For the matters discussed below, we have not recorded any material accruals as of June 30, ~~2021~~2022 or December 31, ~~2020.~~2021.

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In August and September 2017, 2 purported class action lawsuits were filed against us and certain of our executive officers, alleging, among other things, violations of federal securities laws on behalf of a class of those who purchased our common stock between February 12, 2016 and August 8, 2017. One of those purported class actions, captioned Vargosko v. Zillow Group, Inc. et al, was brought in the U.S. District Court for the Central District of California. The other purported class action lawsuit, captioned Shotwell v. Zillow Group, Inc. et al, was brought in the U.S. District Court for the Western District of Washington. The complaints allege, among other things, that during the period between February 12, 2016 and August 8, 2017, we issued materially false and misleading statements regarding our business practices. The complaints seek to recover, among other things, alleged damages sustained by the purported class members as a result of the alleged misconduct. In November 2017, an amended complaint was filed against us and certain of our executive officers in the Shotwell v. Zillow Group purported class action lawsuit, extending the beginning of the class period to November 17, 2014. In January 2018, the Vargosko v. Zillow Group purported class action lawsuit was transferred to the U.S. District Court for the Western District of Washington and consolidated with the Shotwell v. Zillow Group purported class action lawsuit. In February 2018, the plaintiffs filed a consolidated amended complaint, and in April 2018, we filed our motion to dismiss the consolidated amended complaint. In October 2018, our motion to dismiss was granted without prejudice, and in November 2018, the plaintiffs filed a second consolidated amended complaint, which we moved to dismiss in December 2018. On April 19, 2019, our motion to dismiss the second consolidated amended complaint was ~~denied, and we filed our answer to the second amended complaint on May 3, 2019.~~denied. On October 11, 2019, plaintiffs filed a motion for class certification which was granted by the ~~District Court~~court on October 28, 2020. On February 17, 2021, the Ninth Circuit Court of Appeals denied our petition for review of that decision. We have denied the allegations of wrongdoing and intend to vigorously defend the claims in this lawsuit. We do not believe that there is a reasonable possibility that a material loss will be incurred related to this lawsuit.

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In October and November 2017 and January and February 2018, 4 shareholder derivative lawsuits were filed in the U.S. District Court for the Western District of Washington and the Superior Court of the State of Washington, King County, against certain of our executive officers and directors seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices. The plaintiffs in the derivative suits (in which the Company is a nominal defendant) allege, among other things, that the defendants breached their fiduciary duties in connection with oversight of the Company’s public statements and legal compliance, and as a result of the breach of such fiduciary duties, the Company was damaged, and defendants were unjustly enriched. Certain of the plaintiffs also allege, among other things, violations of Section 14(a) of the Securities Exchange Act of 1934 and waste of corporate assets. On February 5, 2018, the U.S. District Court for the Western District of Washington consolidated the 2 federal shareholder derivative lawsuits pending in that court. On February 16, 2018, the Superior Court of the State of Washington, King County, consolidated the 2 shareholder derivative lawsuits pending in that court. All 4 of the shareholder derivative lawsuits were stayed until our motion to dismiss the second consolidated amended complaint in the securities class action lawsuit discussed above was denied in April 2019. On July 8, 2019, the plaintiffs in the consolidated federal derivative lawsuit filed a consolidated shareholder derivative complaint, which we moved to dismiss on August 22, 2019. On February 28, 2020, our motion to dismiss the consolidated federal shareholder derivative complaint was denied. On ~~May 18, 2020, we filed an answer in the consolidated federal derivative lawsuit. On August 24, 2020, we filed an answer in the consolidated state derivative matter. On~~ February 16, 2021, the court in the consolidated state derivative matter stayed the action. On March 5, 2021, a new shareholder derivative lawsuit was filed in the U.S. District Court for the Western District of Washington against certain of our executive officers and directors seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices, alleging, among other things, violations of federal securities laws. The U.S. District Court for the Western District of Washington formally consolidated the new lawsuit with the ~~four~~ other consolidated federal shareholder derivative ~~lawsuits~~lawsuit pending in that court on June 15, 2021. The defendants intend to deny the allegations of wrongdoing and vigorously defend the claims in this consolidated lawsuit. We do not believe that there is a reasonable possibility that a material loss will be incurred related to these derivative matters.

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On September 17, 2019, International Business Machines Corporation (“IBM”) filed a complaint against us in the U.S. District Court for the Central District of California, alleging, among other things, that the Company has infringed and continues to willfully infringe 7 patents held by IBM and seeks unspecified damages, including a request that the amount of compensatory damages be trebled, injunctive relief and costs and reasonable attorneys’ fees. On November 8, 2019, we filed a motion to transfer venue and/or to dismiss the complaint. On December 2, 2019, IBM filed an amended complaint, and on December 16, 2019 we filed a renewed motion to transfer venue and/or to dismiss the complaint. The Company’s motion to transfer venue to the U.S. District Court for the Western District of Washington was granted on May 28, 2020. We filed our answer with counterclaims in response to the amended complaint on June 11, 2020. On July 2, 2020, IBM filed a motion to dismiss our counterclaims. In response to IBM’s motion, on July 22, 2020, we filed an amended answer with counterclaims. On August 12, 2020, IBM filed its answer to our counterclaims. On September 18, 2020, we filed 4 ~~inter partes review~~Inter Partes Review (“IPR”) petitions before the U.S. Patent and Trial Appeal Board (“PTAB”) seeking the Board’s review of the patentability with respect to 3 of the patents asserted by IBM in the lawsuit. On March 15, 2021, the PTAB instituted ~~inter partes review~~IPR proceedings with respect to 2 of the 3 patents for which we filed petitions. On March 22, 2021, the PTAB denied institution with respect to the last of the ~~3 patents for which we filed an IPR. On April 21, 2021, we filed a request for rehearing of the PTAB decision denying institution. Our request for a rehearing was denied by the court on May 27, 2021.~~three patents. On January 22, 2021, the court partially stayed the action with respect to all patents for which we filed an IPR and set forth a motion schedule. On March 8, 2021, IBM filed its second amended complaint. On March 25, 2021, we filed an amended motion for judgment on the pleadings. On July 15, 2021, the court rendered an order in connection with the motion for judgment on the pleadings finding in our favor on 2two of the 4four patents on which we filed our motion. On ~~July 28,~~August 31, 2021, wethe Court ruled that the parties will proceed with respect to the two patents for which it previously denied judgment, and vacated the stay with respect to one of the three patents for which Zillow filed ~~our answer, affirmative defenses~~an IPR, which stay was later reinstated by stipulation of the parties on May 18, 2022. On September 23, 2021, IBM filed a notice of appeal with the United States Court of Appeals for the Federal Circuit with respect to the August 31, 2021 judgment entered. Oral argument on the appeal occurred on June 7, 2022. On March 3, 2022, the PTAB ruled on Zillow’s two remaining IPRs finding that Zillow was able to prove certain claims unpatentable, and ~~counterclaims to IBM’s second amended complaint.~~others it was not. We deny the allegations of any wrongdoing and intend to vigorously defend the claims in the lawsuit. There is a reasonable possibility that a loss may be incurred related to ~~these IBM complaints;~~this matter; however, the possible loss or range of loss is not estimable.

On July 21, 2020, IBM filed a second action against us in the U.S. District Court for the Western District of Washington, alleging, among other things, that the Company has infringed and continues to willfully infringe 5 patents held by IBM and seeks unspecified damages. On September 14, 2020, we filed a motion to dismiss the complaint filed in the action, to which IBM responded by the filing of an amended complaint on November 5, 2020. On December 18, 2020, we filed a motion to dismiss IBM’s first amended complaint. On December 23, 2020, the Court issued a written order staying this case in full. On July 23, 2021, we filed ~~for inter partes review~~an IPR with the ~~United States Patent and Trademark Office~~PTAB with respect to a1 patent included in the second lawsuit. On October 6, 2021, the stay of this action was lifted, except for proceedings relating to the 1 patent for which we filed an IPR. On December 1, 2021, the Court dismissed the fourth claim asserted by IBM in its amended complaint. On December 16, 2021 Zillow filed a motion to dismiss the remaining claims alleged in IBM’s amended complaint. On March 9, 2022, the Court granted Zillow’s motion to dismiss in full, dismissing IBM’s claims related to all the patents asserted by IBM in this action, except for the 1 patent for which an IPR was still pending. On March 10, 2022, the PTAB rendered its decision denying Zillow’s IPR on the 1 remaining patent, for which this case continues to remain stayed. On August 1, 2022, IBM filed an appeal of the Court’s ruling with respect to two of the dismissed patents. We deny the allegations of any wrongdoing and intend to vigorously defend the claims in the lawsuit. There is a reasonable possibility that a loss may be incurred related to ~~these IBM complaints;~~this matter; however, the possible loss or range of loss is not estimable.

On November 16, 2021, November 19, 2021 and January 6, 2022, 3 purported class action lawsuits were filed against us and certain of our executive officers, alleging, among other things, violations of federal securities laws on behalf of a class of those who purchased our stock between August 7, 2020 and November 2, 2021. The 3 purported class action lawsuits, captioned Barua v. Zillow Group, Inc. et al., Silverberg v. Zillow Group, et al. and Hillier v. Zillow Group, Inc. et al. were brought in the U.S. District Court for the Western District of Washington and were consolidated on February 16, 2022. On May 12, 2022, the plaintiffs filed their amended consolidated complaint which alleges, among other things, that we issued materially false and misleading statements regarding our Zillow Offers business. The complaints seek to recover, among other things, alleged damages sustained by the purported class members as a result of the alleged misconduct. We moved to dismiss the amended consolidated complaint on July 11, 2022. We intend to deny the allegations of wrongdoing and intend to vigorously defend the claims in this consolidated lawsuit. We do not believe that a loss related to this consolidated lawsuit is probable.

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On March 10, 2022, May 5, 2022 and July 20, 2022 shareholder derivative suits were filed in the U.S. District Court for the Western District of Washington and on July 25, 2022, a shareholder derivative suit was filed in the Superior Court of the State of Washington, King County, against us and certain of our executive officers and directors seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices. The plaintiffs (including the Company as a nominal defendant) allege, among other things, that the defendants breached their fiduciary duties by failing to maintain an effective system of internal controls, which purportedly caused the losses the Company incurred when it decided to wind down Zillow Offers operations. Plaintiffs also allege, among other things, violations of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, insider trading and waste of corporate assets. On June 1, 2022, the court issued an order consolidating the first two derivative suits and staying the consolidated action until further order of the court. The defendants intend to deny the allegations of wrongdoing and vigorously defend the claims in these lawsuits. We do not believe that a loss related to these lawsuits is probable.

In addition to the matters discussed above, from time to time, we are involved in litigation and claims that arise in the ordinary course of business. Although we cannot be certain of the outcome of any such litigation or claims, nor the amount of damages and exposure that we could incur, we currently believe that the final disposition of such matters will not have a material effect on our business, financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Indemnifications

In the ordinary course of business, we enter into contractual arrangements under which we agree to provide indemnification of varying scope and terms to business partners and other parties with respect to certain ~~matters, including, but not limited to, losses arising out of~~matters. For additional information regarding our indemnifications, see Note 18 in the breach of such agreements and out of intellectual property infringement claims made by third parties. In addition, we have agreements that indemnify certain issuers of surety bonds against losses that they may incur as a result of executing surety bonds on our behalf. For our indemnification arrangements, payment may be conditional on the other party making a claim pursuantNotes to the ~~procedures specified~~Consolidated Financial Statements in ~~the particular contract. Further,~~ our obligations under these agreements may be limited in terms of time and/or amount, and in some instances, we may have recourse against third parties for certain payments. In addition, we have indemnification agreements with certain of our directors and executive officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations may vary.

~~Note 17. Employee Benefit Plan~~

We have a defined contribution 401(k) retirement plan covering Zillow Group employees who have met certain eligibility requirements (the “Zillow Group 401(k) Plan”). Eligible employees may contribute pretax compensation up to a maximum amount allowable under the Internal Revenue Service limitations. Employee contributions and earnings thereon vest immediately. We currently match up to 4% of employee contributions under the Zillow Group 401(k) Plan. The total expense related to the Zillow Group 401(k) Plan was $8.0 million and $6.4 million, respectively,Annual Report on Form 10-K for the ~~three months~~fiscal year ended ~~June 30, 2021 and 2020, and $15.7 million and $12.8 million, respectively, for the six months ended June 30, 2021 and 2020.~~December 31, 2021.

Note ~~18.~~17. Segment Information and Revenue

We have 3 operating and reportable segments, which have been identified based on the way in which our chief operating decision-maker manages our business, makes operating decisions and evaluates operating performance. The chief executive officer acts as the chief operating decision-maker and reviews financial and operational information for the Homes, Internet, Media & Technology (“IMT”) and Mortgages segments.

The Homes segment includes the financial results from Zillow Group’s purchase and sale of homes directly through Zillow Offers and the financial results from title and escrow services ~~through~~performed by Zillow Closing ~~Services.~~Services primarily in connection with the purchase and sale of Zillow Offers homes. In November 2021, our Board of Directors made the determination to wind down Zillow Offers operations. The IMT segment includes the financial results for the Premier Agent, rentals and new construction marketplaces, dotloop and display, as well as revenue from the sale of various other marketing and business products and services to real estate professionals. In the fourth quarter of 2021, we began to include the financial results of ShowingTime in the IMT segment. The Mortgages segment primarily includes the financial results for mortgage originations and the sale of mortgages on the secondary market through Zillow Home Loans and advertising sold to mortgage lenders and other mortgage professionals.

Revenue and costs are directly attributed to our segments when possible. However, due to the integrated structure of our business, certain costs incurred by one segment may benefit the other segments. These costs primarily include headcount-related expenses, general and administrative expenses including executive, finance, accounting, legal, human resources, recruiting and facilities costs, product development and data acquisition costs, costs related to operating our mobile applications and websites and marketing and advertising costs. These costs are allocated to each segment based on the estimated benefit each segment receives from such expenditures.

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The chief executive officer reviews information about our revenue categories as well as statement of operations data inclusive of income (loss) before income taxes by segment. This information is included in the following tables for the periods presented (in ~~thousands)~~millions) and prior period amounts have been recast to conform to the current format ~~(see Note 2 for additional details regarding the reclassifications)~~(rentals revenue is now presented as a separate revenue category):
Three Months Ended
June 30, 2021 Three Months Ended
June 30, 2020
Homes IMT Mortgages Homes IMT Mortgages
Revenue:
Zillow Offers $ 772,030 $ 0 $ 0 $ 453,816 $ 0 $ 0
Premier Agent 0 348,754 0 0 191,962 0
Other 5,115 127,336 0 436 88,377 0
Mortgages 0 0 56,745 0 0 33,761
Total revenue 777,145 476,090 56,745 454,252 280,339 33,761
Cost of revenue (1) 707,522 43,444 20,619 434,900 45,354 7,229
Gross profit 69,623 432,646 36,126 19,352 234,985 26,532
Operating expenses (1):
Sales and marketing 65,791 136,620 27,023 47,539 101,458 11,670
Technology and development 30,328 89,838 8,297 26,155 65,890 5,462
General and administrative 27,824 68,944 18,334 21,891 53,771 9,718
Acquisition-related costs 0 3,671 0 0 0 0
Total operating expenses 123,943 299,073 53,654 95,585 221,119 26,850
Income (loss) from operations (54,320) 133,573 (17,528) (76,233) 13,866 (318)
Segment other income 0 0 1,006 0 5,300 385
Segment interest expense (5,026) 0 (1,163) (3,825) 0 (307)
Income (loss) before income taxes (2) $ (59,346) $ 133,573 $ (17,685) $ (80,058) $ 19,166 $ (240)


		Six Months Ended June 30, 2021						Six Months Ended June 30, 2020							Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
		Homes		IMT		Mortgages		Homes		IMT		Mortgages			Homes		IMT		Mortgages		Homes		IMT		Mortgages
Revenue:	Revenue:													Revenue:
Zillow Offers	Zillow Offers	$	1,473,004	$	0	$	0	$	1,222,928	$	0	$	0	Zillow Offers	$	504	$	—	$	—	$	772	$	—	$	—
Premier Agent	Premier Agent	0		683,072		0		0		434,068		0		Premier Agent	—		333		—		—		349		—
Rentals														Rentals	—		71		—		—		73		—
Other	Other	8,293		239,346		0		1,197		176,937		0		Other	1		71		—		5		54		—
Mortgages	Mortgages	0		0		124,705		0		0		59,043		Mortgages	—		—		29		—		—		57
Total revenue	Total revenue	1,481,297		922,418		124,705		1,224,125		611,005		59,043		Total revenue	505		475		29		777		476		57
Cost of revenue (1)	Cost of revenue (1)	1,352,125		90,481		40,299		1,170,659		95,407		13,815		Cost of revenue (1)	478		71		17		708		43		21
Gross profit	Gross profit	129,172		831,937		84,406		53,466		515,598		45,228		Gross profit	27		404		12		69		433		36
Operating expenses (1):	Operating expenses (1):													Operating expenses (1):
Sales and marketing	Sales and marketing	120,810		254,227		52,352		119,457		225,019		24,635		Sales and marketing	21		143		18		65		137		27
Technology and development	Technology and development	63,497		168,482		16,785		54,815		131,865		11,308		Technology and development	3		105		11		30		90		9
General and administrative	General and administrative	53,347		127,592		34,617		45,301		112,455		19,824		General and administrative	16		87		20		28		68		18
Impairment costs		0		0		0		0		73,900		2,900
Restructuring costs														Restructuring costs	1		—		—		—		—		—
Acquisition-related costs	Acquisition-related costs	0		4,488		0		0		0		0		Acquisition-related costs	—		—		—		—		4		—
Total operating expenses	Total operating expenses	237,654		554,789		103,754		219,573		543,239		58,667		Total operating expenses	41		335		49		123		299		54
Income (loss) from operations	Income (loss) from operations	(108,482)		277,148		(19,348)		(166,107)		(27,641)		(13,439)		Income (loss) from operations	(14)		69		(37)		(54)		134		(18)
Segment other income	Segment other income	0		0		2,738		0		5,300		587		Segment other income	7		—		—		—		—		1
Segment interest expense	Segment interest expense	(9,338)		0		(2,895)		(11,909)		0		(533)		Segment interest expense	—		—		(1)		(5)		—		(1)
Loss on extinguishment of debt														Loss on extinguishment of debt	(7)		—		—		—		—		—
Income (loss) before income taxes (2)	Income (loss) before income taxes (2)	$	(117,820)	$	277,148	$	(19,505)	$	(178,016)	$	(22,341)	$	(13,385)	Income (loss) before income taxes (2)	$	(14)	$	69	$	(38)	$	(59)	$	134	$	(18)

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	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	Homes		IMT		Mortgages		Homes		IMT		Mortgages
Revenue:
Zillow Offers	$	4,222	$	—	$	—	$	1,473	$	—	$	—
Premier Agent	—		696		—		—		683		—
Rentals	—		132		—		—		137		—
Other	4		137		—		8		102		—
Mortgages	—		—		75		—		—		125
Total revenue	4,226		965		75		1,481		922		125
Cost of revenue (1)	4,015		136		37		1,353		90		40
Gross profit	211		829		38		128		832		85
Operating expenses (1):
Sales and marketing	163		285		41		120		254		52
Technology and development	15		197		21		63		169		17
General and administrative	40		164		38		53		127		35
Restructuring costs	31		6		2		—		—		—
Acquisition-related costs	—		—		—		—		5		—
Total operating expenses	249		652		102		236		555		104
Income (loss) from operations	(38)		177		(64)		(108)		277		(19)
Segment other income	13		—		1		—		—		2
Segment interest expense	(36)		—		(2)		(9)		—		(3)
Loss on extinguishment of debt	(21)		—		—		—		—		—
Income (loss) before income taxes (2)	$	(82)	$	177	$	(65)	$	(117)	$	277	$	(20)

(1) The following ~~table presents~~tables present depreciation and amortization expense and share-based compensation expense for each of our segments for the periods presented (in ~~thousands)~~millions):


		Three Months Ended June 30, 2021						Three Months Ended June 30, 2020							Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
		Homes		IMT		Mortgages		Homes		IMT		Mortgages			Homes		IMT		Mortgages		Homes		IMT		Mortgages
Depreciation and amortization expense	Depreciation and amortization expense	$	4,733	$	22,157	$	2,093	$	2,597	$	22,038	$	1,538	Depreciation and amortization expense	$	4	$	37	$	3	$	5	$	22	$	2
Share-based compensation expense	Share-based compensation expense	$	20,495	$	58,362	$	9,538	$	12,728	$	35,958	$	3,665	Share-based compensation expense	$	8	$	80	$	13	$	20	$	58	$	10


	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	Homes		IMT		Mortgages		Homes		IMT		Mortgages
Depreciation and amortization expense	$	9	$	72	$	6	$	10	$	45	$	3
Share-based compensation expense	$	20	$	140	$	23	$	36	$	100	$	16

Six Months Ended
June 30, 2021 Six Months Ended
June 30, 2020
Homes IMT Mortgages Homes IMT Mortgages
Depreciation and amortization expense $ 9,026 $ 44,956 $ 3,900 $ 6,172 $ 45,815 $ 3,212
Share-based compensation expense $ 36,416 $ 99,754 $ 15,898 $ 24,032 $ 65,505 $ 6,609

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(2) The following table presents the reconciliation of total segment income ~~(loss)~~ before income taxes to consolidated income ~~(loss)~~ before income taxes for the periods presented (in ~~thousands)~~millions):

Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Total segment income (loss) before income taxes $ 56,542 $ (61,132) $ 139,823 $ (213,742)
Corporate interest expense (33,241) (33,458) (66,752) (62,740)
Corporate other income 581 4,430 1,288 13,821
Gain (loss) on extinguishment of debt (931) 6,391 (2,334) 6,391
Consolidated income (loss) before income taxes $ 22,951 $ (83,769) $ 72,025 $ (256,270)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Total segment income before income taxes	$	17	$	57	$	30	$	140
Corporate interest expense	(8)		(33)		(15)		(67)
Corporate other income	5		—		6		1
Loss on extinguishment of debt	—		(1)		—		(2)
Consolidated income before income taxes	$	14	$	23	$	21	$	72

Certain corporate items are not directly attributable to any of our segments, including the ~~gain (loss)~~loss on extinguishment of debt, interest income earned on our short-term investments included in other income and interest costs on our convertible senior notes included in interest expense.

Note 18. Restructuring and Zillow Offers Wind Down

In November 2021, the Board of Directors of Zillow Group made the determination to wind down Zillow Offers operations. This decision was made in light of home pricing unpredictability, capacity constraints and other operational challenges faced by Zillow Offers that were exacerbated by an unprecedented housing market, a global pandemic and a difficult labor and supply chain environment, all of which led us to conclude that, despite its initial promise in earlier quarters, Zillow Offers was unlikely to be a sufficiently stable line of business to meet our goals going forward. The wind down is expected to be completed during the three months ending September 30, 2022, and has resulted in approximately a 25% reduction of Zillow Group’s workforce. During the wind down period, we continue to sell properties in inventory.

Cumulative amounts recognized and charges incurred during the three and six months ended June 30, 2022 primarily related to the wind down of Zillow Offers operations, and we expect future charges to also relate to the wind down of Zillow Offers operations and to largely be recorded within our Homes segment. We have and plan to continue to fund the cash costs through existing cash and investment balances.

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The following table presents a summary of Zillow Offers wind-down-related charges incurred for the periods presented and our estimate of the total costs we expect to incur over the wind down period (in millions):


		Three Months Ended June 30, 2022								Six Months Ended June 30, 2022
	Statements of Operations Classification	Homes Segment		IMT Segment		Mortgages Segment		Total Recognized		Homes Segment		IMT Segment		Mortgages Segment		Total Recognized		Cumulative Amount Recognized		Total Expected
Inventory write-down	Cost of revenue	$	4	$	—	$	—	$	4	$	9	$	—	$	—	$	9	N/A		N/A
Other charges:
Employee termination costs	Restructuring costs	$	1	$	—	$	—	$	1	$	26	$	6	$	2	$	34	$	95	$95
Financing-related charges	Interest expense and Loss on debt extinguishment	7		—		—		7		37		—		—		37		43		$43
Contract termination costs	Restructuring costs	—		—		—		—		4		—		—		4		14		$15 - $17
Accelerated depreciation and amortization	Cost of revenue	8		—		—		8		14		—		—		14		19		$19
Asset write-offs	Restructuring costs	—		—		—		—		—		—		—		—		1		$1
Other	Restructuring costs	—		—		—		—		1		—		—		1		1		$1
Total other charges		16		—		—		16		82		6		2		90		173		$174 - $176
Total		$	20	$	—	$	—	$	20	$	91	$	6	$	2	$	99	$	173

The following table presents the accrual activity for exit and disposal costs for the six months ended June 30, 2022, primarily related to cash severance employee termination costs and contract termination costs (in millions):


	Six Months Ended June 30, 2022
	Employee Termination Costs		Contract Termination Costs (1)		Other		Total
Balance, beginning of period	$	45	$	4	$	—	$	49
Additions charged to expense	25		18		1		44
Cash payments	(63)		(17)		(1)		(81)
Adjustments	(2)		(2)		—		(4)
Balance, end of period	$	5	$	3	$	—	$	8

(1) Contract termination costs for exit and disposal activities include the contractual prepayment penalties associated with our Zillow Offers financing facilities further described below under the subheading “Financing-Related Charges.”

Inventory write-downs

In determining the value of our inventory, we consider indicators that net realizable value may be lower than cost at the portfolio level, market level, and in certain circumstances by structure type (single family residence, condo, etc.) by reviewing economic analyses, recent trends in home price appreciation and changes to resale strategy. Factors we analyze include gross margin on homes closed in recent months, projected gross margin on homes under contract to sell, historical list price to resale price variances, and trends in gross margin, selling prices and average selling concessions or other costs of selling homes. We recorded a write-down to inventory totaling $4 million and $9 million with a corresponding increase to cost of revenue in our condensed consolidated statement of operations for the three and six months ended June 30, 2022, respectively. See Note 5 for additional information on inventory.

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Employee Termination Costs

At June 30, 2022, accrued employee termination costs of $5 million related to one-time termination benefits and $2 million related to other severance and employee costs, primarily pertaining to ongoing employee benefit arrangements, were recorded within accrued compensation and benefits in our condensed consolidated balance sheet.

Accelerated Depreciation and Amortization

We have adjusted the useful life of certain assets impacted by the wind down of Zillow Offers operations to end on the expected cease use date. This adjustment resulted in the accelerated recognition of depreciation and amortization primarily related to internal use software and website development costs.

Contract Termination Costs

At June 30, 2022, $3 million of contract termination costs are included in accrued expenses and other current liabilities in our condensed consolidated balance sheet. These costs relate to contract termination penalties and costs that will continue to be incurred under contracts without further economic benefit.

Financing-Related Charges

Financing-related charges incurred for the three and six months ended June 30, 2022 include the accelerated recognition of certain deferred debt issuance costs and debt discounts recorded to interest expense in our condensed consolidated statements of operations. Financing-related charges for the period also include expenses recorded within loss on extinguishment of debt within our condensed consolidated statements of operations primarily related to prepayment penalties incurred on the repayment of Zillow Offers financing facilities. Refer to Note 11 for further discussion of the Zillow Offers debt activity as of June 30, 2022.

Note 19. Subsequent Events

~~Redemption~~Option Award Repricing and Supplemental Grant of ~~2023 Notes~~Restricted Stock Units

On ~~May 26, 2021, we submitted notice~~August 3, 2022, upon recommendation of the Compensation Committee, the Board of Directors (the “Board”) of the Company approved adjustments to the ~~trustee~~exercise price of certain outstanding vested and unvested option awards for eligible employees (the “eligible option awards”). The exercise price of eligible option awards will be reduced to ~~exercise our right to redeem~~ the ~~remaining~~ ~~$372.8 million~~ ~~in aggregate principal amount~~closing market price of the ~~2023 Notes on the Redemption Date. Holders of the 2023 Notes had the option to convert their 2023 Notes in whole or in part into shares of~~Company’s Class C capital stock ~~prior~~on August 8, 2022 (the “reprice”). No other changes will be made to the ~~Redemption Date. Subsequent to June 30, 2021, holders~~terms and conditions of the ~~2023 Notes elected~~eligible option awards. We estimate that approximately 7.5 million option awards will be eligible for the reprice.

In addition, the Board approved a supplemental grant of restricted stock units to ~~convert $366.4 million~~eligible employees, to be granted on August 8, 2022 that will vest quarterly over a two-year period beginning in August 2022 (the “supplemental RSUs”). The number of ~~aggregate principal amount prior~~supplemental RSUs to be granted will be determined based on the ~~Redemption Date. We satisfied these conversions through the issuance~~closing market price of ~~approximately 4.7 million shares of~~our Class C capital stock on August 8, 2022. We estimate that approximately 4.5 million to 6.5 million supplemental RSUs will be granted pursuant to this approval. The Board is excluded from the reprice and will not receive supplemental RSUs.

We will account for the reprice of the eligible option awards as an equity modification whereby the incremental fair value attributable to the repriced option awards, as measured on the date of reprice, will be recognized as additional share-based compensation expense. We will account for the supplemental RSUs as new share-based awards and will determine the fair value of the award based on the market value of our Class C capital stock at the date of grant. We estimate these equity compensation actions will result in ~~July 2021 and payment~~the recognition of ~~an immaterial amount~~incremental share-based compensation expense of ~~cash~~approximately $180 million to $190 million in ~~lieu~~total, with between approximately $45 million to $50 million of ~~fractional shares.~~share-based compensation expense recognized during the three months ending September 30, 2022, as a large portion of this expense will be recognized immediately. The remaining ~~$1.3 million of aggregate principal amount was redeemed on July 6, 2021 for $1.3 million in cash, plus accrued and unpaid interest. Settlement~~expense will be recognized over the balance of the ~~2023 Notes will be accounted for as a debt extinguishment.~~requisite service period, which is largely over the next two-year period.

~~Amendment of Credit Facility~~Opendoor Warrant Agreement

On July ~~29, 2021, certain wholly owned subsidiaries of Zillow Group amended the credit~~28, 2022, we entered into a warrant agreement in conjunction with a commercial agreement with ~~Goldman Sachs Bank USA~~Opendoor Technologies, Inc. (“Opendoor”). The warrant agreement, subject to ~~increase~~meeting certain conditions, entitles us to acquire up to six million shares of Opendoor’s common stock. We are currently evaluating the ~~total maximum borrowing capacity to $750.0 million. The credit facility will continue to be classified within current liabilities in~~potential impact of this arrangement on our ~~condensed consolidated balance sheets.~~financial position, results of operations and cash flows.

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~~Pricing of Securitization Transaction~~

On August 3, 2021, the Company priced a securitization transaction for its Zillow Offers business involving the issuance and sale to third parties of revolving single-family homes notes secured by a loan to a special purpose subsidiary of the Company secured by a beneficial interest in a revolving pool of single-family homes that are owned by the titling trust established by the Company. The Company anticipates gross proceeds from the sale of the notes of approximately $450.0 million. The loan will have a term of 30 months with a scheduled reinvestment period of 24 months during which new homes may be financed. Except for certain limited circumstances, the loan is non-recourse to Zillow Group. The weighted-average interest rate for the notes is 2.43%. The transaction is expected to close on or about August 11, 2021.

The notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Quarterly Report on Form 10-Q shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful under the laws of such jurisdiction.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those described in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, including in the section titled “Note Regarding Forward-Looking Statements,” and also those factors discussed in Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Overview of our Business

Zillow Offers ~~buys~~has purchased and ~~sells~~sold homes directly in ~~dozens of~~ markets across the ~~country, allowing sellers control over their timeline.~~ country. In the fourth quarter of 2021, we began to wind down Zillow Offers operations with expected completion during the three months ending September 30, 2022.

Reportable Segments and Revenue Overview

Zillow Group has three reportable segments: the Homes segment, the Internet, Media & Technology (“IMT”) segment and the Mortgages segment. The Homes segment includes the financial results from Zillow Group’s purchase and sale of homes directly through the Zillow Offers service and the financial results from ~~the~~ title and escrow services ~~provided through~~performed by Zillow Closing ~~Services.~~Services, primarily in connection with the purchase and sale of Zillow Offers homes. The IMT segment includes the financial results for the Premier Agent, rentals and new construction marketplaces, as well as dotloop, display, and other advertising and business software solutions. In the fourth quarter of 2021, we began to include the financial results of ShowingTime in the IMT segment. For additional information regarding the September 2021 acquisition of ShowingTime, see Note 9 in our Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q. The Mortgages segment primarily includes financial results for mortgage originations through Zillow Home Loans and advertising sold to mortgage lenders and other mortgage professionals.

The Homes segment has primarily ~~generates~~generated revenue through our Zillow Offers service from the resale of homes. Other Homes revenue relates to revenue associated with title and escrow services provided through Zillow Closing Services. As a result of the decision to wind down Zillow Offers operations, we plan to report Zillow Offers as a discontinued operation beginning with the period during which disposition of the business is complete. We expect the disposition to be completed during the three months ending September 30, 2022.

Premier Agent revenue is generated by the sale of advertising services, as well as marketing and technology products and services, to help real estate agents and brokers grow and manage their businesses. We offer these products and services through our Premier Agent and Premier Broker programs. Premier Agent and Premier Broker ~~advertising~~ products, which include the delivery of validated ~~consumer~~customer connections, or leads, are primarily offered on a share of voice basis. Connections are distributed to Premier ~~Agents~~Agent and Premier ~~Brokers~~Broker partners in proportion to their share of voice, or an agent advertiser’s share of total advertising purchased in a particular zip code. Connections are delivered when ~~consumer~~customer contact information is provided to Premier ~~Agents~~Agent and Premier ~~Brokers.~~Broker partners. Connections are provided as part of our suite of advertising services for Premier Agent and Premier ~~Brokers;~~Broker partners; we do not charge a separate fee for these ~~consumer~~customer leads.

We also offer a pay for performance pricing model called “Flex” for Premier Agent and Premier Broker ~~advertising~~ services in ~~limited markets. We offer this pricing model~~certain markets to select ~~partners and provide it alongside our legacy market-based pricing model.~~partners. With the Flex model, Premier ~~Agents~~Agent and Premier ~~Brokers~~Broker partners are provided with validated leads at no ~~upfront~~initial cost and pay a performance ~~advertising~~ fee only when a real estate transaction is closed with one of the leads.

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Rentals revenue includes advertising sold to property managers, landlords and other rental professionals on a cost per lead, click, lease, listing or impression basis or for a fixed fee for certain advertising packages. Rentals revenue also includes revenue generated from our rental applications product, through which potential renters can submit applications to multiple properties for a flat service fee.

Other IMT revenue includes revenue generated by ~~rentals,~~ new construction and display advertising, as well as revenue from the sale of various other advertising and business technology solutions for real estate professionals, including ~~dotloop. Rentals revenue includes advertising sold to property managers, landlords~~dotloop, StreetEasy and other rental professionals on a cost per lead, cost per click, cost per lease, cost per listing or cost per impression basis. Rentals revenue also includes revenue generated from our rental applications product, through which potential renters can submit applications to multiple properties for a flat service fee.ShowingTime. New construction revenue primarily includes advertising services sold to home builders on a cost per residential community or cost per impression basis. Display revenue consists of graphical mobile and web advertising sold on a cost per impression or cost per click basis to advertisers promoting their brands on our mobile applications and websites.

~~Table~~ StreetEasy revenue includes advertising services sold to real estate professionals serving the New York City market primarily on a cost per listing or performance fee basis. ShowingTime revenue is primarily generated by Appointment Center, a software-as-a-service and call center solution allowing real estate agents, brokerages and multiple listing services to efficiently schedule real estate viewing appointments on behalf of ~~Contents~~

their customers. Appointment Center services also include call center specialists who provide scheduling support to customers. Appointment Center revenue is primarily billed in advance on a monthly basis.

In our Mortgages segment, we primarily generate revenue through mortgage originations and the related sale of mortgages on the secondary market through Zillow Home Loans and from advertising sold to mortgage lenders and other mortgage professionals on a cost per lead basis, including our Custom Quote and Connect services.

As of June 30, ~~2021,~~2022, we had ~~6,420~~5,791 full-time employees compared to ~~5,504~~8,005 full-time employees as of December 31, ~~2020.~~2021. The reduction in employee headcount was primarily related to the wind down of Zillow Offers operations.

Financial ~~Highlights~~Overview

~~During~~For the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, we generated total revenue of ~~$1.3~~$1.0 billion and ~~$0.8~~$1.3 billion, respectively, representing a year-over-year ~~growth~~decrease of ~~70%~~23%. The ~~increase~~decrease in total revenue was primarily attributable to the following:

•Zillow Offers revenue ~~increased~~decreased by ~~$318.2~~$268 million to ~~$772.0~~$504 million for the three months ended June 30, ~~2021~~2022 compared to $772 million for the three months ended June 30, 2021. The decrease in Zillow Offers revenue was due to the wind down of Zillow Offers which resulted in the sale of 1,211 homes at an average selling price of $416.2 thousand per home for the three months ended June 30, 2022 compared to the sale of 2,086 homes at an average selling price of $370.1 thousand per ~~home. For~~home for the three months ended June 30, ~~2020, Zillow Offers revenue was $453.8 million due to the sale of 1,437 homes at an average selling price of $315.8 thousand per home.~~2021.

•~~Premier Agent~~Mortgages segment revenue ~~increased~~decreased by ~~$156.8~~$28 million to ~~$348.8~~$29 million for the three months ended June 30, 2022 compared to $57 million for the three months ended June 30, 2021, ~~compared~~primarily driven by a decrease in revenue generated by Zillow Home Loans, as total loan origination volume decreased 63%. The decrease in loan origination volume and Mortgages segment revenue was driven primarily by higher interest rates that decreased demand.

•Premier Agent revenue decreased by $16 million to ~~$192.0~~$333 million for the three months ended June 30, ~~2020.~~2022 compared to $349 million for the three months ended June 30, 2021. The decrease in Premier Agent revenue was primarily due to macro housing market factors including interest rate and home price increases, as well as tight inventory levels. These factors resulted in a 9% decrease in Premier Agent revenue per visit.

•Other IMT revenue increased by ~~$39.0~~$17 million to ~~$127.3 million for the year ended June 30, 2021 compared to $88.4~~$71 million for the three months ended June 30, ~~2020, primarily due~~2022 compared to ~~a 42% increase in rentals revenue.~~

•~~Mortgages segment revenue increased by $23.0 million to $56.7~~$54 million for the three months ended June 30, ~~2021 compared to $33.8 million for the three months ended June 30, 2020, driven by increases in revenue generated by Zillow Home Loans and Custom Quote and Connect advertising services.~~

•~~Visits for the three months ended June 30, 2021 and 2020 were 2,750.2 million and 2,491.1 million, respectively, representing year-over-year growth of 10%.~~2021. The increase in ~~visits increased~~Other IMT revenue was primarily a result of the ~~number~~addition of ~~events we monetized across our~~ShowingTime revenue ~~categories.~~

•~~Average monthly unique users~~beginning in the fourth quarter of ~~our mobile applications and websites for the three months ended June 30, 2021 and 2020 were 228.8 million and 218.1 million, respectively, representing year-over-year growth of 5%.~~2021.

During the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, we generated total gross profit of ~~$538.4~~$443 million and ~~$280.9~~$538 million, respectively, representing a year-over-year ~~growth~~decrease of ~~92%.~~

~~COVID-19 Impact~~

In December 2019, COVID-19 was reported and subsequently spread worldwide. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic and resulting global and economic disruptions have affected our business, as well as those of our customers and real estate partners. In response18%, due to the COVID-19 pandemic, we have taken certain measures intended to serve the needs of our customers and real estate partners, while also protecting our business and the safety of our employees, our customers and the communities in which we operate.

We have taken meaningful actions to support our customers and partners throughout the pandemic. In 2020, we implemented a variety of relief initiatives to help them navigate their financial challenges. This included discounts provided to our Premier Agent advertisers and on certain of our other IMT and Mortgage marketplace products. In addition, we temporarily paused home buying in early 2020 in all markets in response to local public health orders and to help protect the safety and health of our employees, customers and partners. By early August 2020, we had resumed home buying in all paused Zillow Offers markets with enhanced health and safety protocols and increased usage of virtual technology. For more details on these initiatives, see Part II Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

We have also taken action to promote the health and safety of our employees during the COVID-19 pandemic and we quickly transitioned the majority of our employees to work remotely and announced that most employees will have flexibility to work from home indefinitely. We have started re-opening our offices to employees on an as-needed basis and will begin welcoming employees to use certain office locations more widely in September 2021. We believe our offices will continue to provide our distributed workforce with a place to work, learn and collaborate in the future.combined factors discussed below.

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~~To preserve our liquidity~~Wind Down of Zillow Offers Operations

In November 2021, the Board of Directors of Zillow Group made the determination to wind down Zillow Offers operations. The wind down is expected to be completed during the three months ending September 30, 2022 and has resulted in ~~response~~approximately a 25% reduction of Zillow Group’s workforce. During the wind down period, we continue to sell properties in inventory. As of early August 2022, we have sold, are under contract to sell or have reached agreement on disposition terms for all except approximately 25 homes. We expect the ~~COVID-19 pandemic, we temporarily paused hiring for non-critical roles, paused the majority~~sale of our ~~advertising spending and reduced other discretionary spending~~remaining inventory to be substantially complete during the ~~first half~~three months ending September 30, 2022. For the three months ended June 30, 2022, we recorded a write-down to inventory totaling $4 million with a corresponding increase to cost of ~~2020. As~~revenue as a result of purchasing homes at higher prices than our current estimates of the future selling prices after selling costs. For the three months ended June 30, 2022, we also incurred $1 million in restructuring costs within our Homes segment associated with our wind down of Zillow Offers operations, primarily associated with employee termination costs. Additionally, for the three months ended June 30, 2022, we incurred $7 million of charges associated with winding down Zillow Offers financing facilities, which have been recorded within loss on extinguishment of debt, and $8 million of accelerated depreciation and amortization recorded to cost of revenue. For additional information regarding the impairment and restructuring costs, including total expected costs to be incurred and cumulative costs incurred as of June 30, 2022, see Note 18 in our Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q and the subsection below titled “Impairment and Restructuring” under the caption “Results of Operations.” Given the wind down of Zillow Offers and corresponding shift in our strategic plans, financial performance for prior and current periods may not be indicative of future performance.

Health of Residential Housing Market

Our financial performance is impacted by changes in the health of the residential housing market, which is impacted, in turn, by general economic conditions. Current market factors, including low housing inventory, fewer new for-sale listings, increases in mortgage interest rates, inflationary conditions and high rental occupancy rates may have a negative impact on the number of transactions that consumers complete using our products and services and on demand for our advertising services. The extent to which these factors impact our results and financial position ~~has strengthened, we have gradually increased our hiring~~will depend on future developments, which are uncertain and ~~marketing and advertising activities, and on March 11, 2021, we announced our plan~~difficult to ~~hire more than 2,000 employees nationwide in 2021.~~predict.

Our liquidity has also been positively impacted by certain provisions included in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) that was signed into law on March 27, 2020 and provides tax provisions and other stimulus measures to affected companies. Under the CARES Act, we are able to defer certain 2020 employer payroll tax payments until the fourth quarter of 2021 and 2022.COVID-19 Impact

The effect and extent of the impact of the COVID-19 pandemic on our business continues to be uncertain and difficult to predict. While we have seen recovery in our business and the businesses of our customers and real estate partners from the initial economic effects of the pandemic, the duration and impact of the COVID-19 pandemic (including variants) may continue to affect our financial results in ~~2021.~~2022 and beyond. The extent to which COVID-19 (including any variants) continues to impact our results and financial position will depend on future developments, which are uncertain and difficult to predict.

Key Metrics

Management has identified visits, unique users ~~the number of homes sold through Zillow Offers~~ and the volume of loans originated through Zillow Home Loans as relevant to investors’ and others’ assessment of our financial condition and results of operations. We no longer consider the number of homes sold as a key metric given the wind down of Zillow Offers operations.

Visits

The number of visits is an important metric because it is an indicator of consumers’ level of engagement with our mobile applications, websites and other services. We believe highly engaged consumers are more likely to ~~participate in~~use our ~~Zillow Offers program, use~~products and services, including Zillow Homes Loans, or be transaction-ready real estate market participants and therefore are more sought-after by our Premier Agent and Premier Broker ~~real estate~~ partners.

We define a visit as a group of interactions by users with the Zillow, Trulia and StreetEasy mobile applications and websites. A single visit can contain multiple page views and actions, and a single user can open multiple visits across domains, web browsers, desktop or mobile devices. Visits can occur on the same day, or over several days, weeks or months.

Zillow and StreetEasy measure visits with Google Analytics, and Trulia measures visits with Adobe Analytics. Visits to Trulia end after thirty minutes of user inactivity. Visits to Zillow and StreetEasy end either: (i) after thirty minutes of user inactivity or at midnight; or (ii) through a campaign change. A visit ends through a campaign change if a visitor arrives via one campaign or source (for example, via a search engine or referring link on a third-party website), leaves the mobile application or website, and then returns via another campaign or source.

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The following table presents the number of visits to our mobile applications and websites for the periods presented (in millions):
Three Months Ended
June 30, 2020 to 2021
% Change
2021 2020
Visits 2,750.2 2,491.1 10 %


	Three Months Ended June 30,		2021 to 2022 % Change
	2022	2021
Visits	2,897	2,750	5	%

Unique Users

Measuring unique users is important to us because much of our revenue depends in part on our ability to connect home buyers and sellers, renters and individuals with or looking for a mortgage to real estate, rental and mortgage professionals, products and services. Growth in consumer traffic to our mobile applications and websites increases the number of impressions, clicks, connections, leads and other events we can monetize to generate revenue. For example, our ~~Homes segment and Mortgages segment~~ revenue ~~depend~~depends in part, on users accessing our mobile applications and websites to engage in the sale, purchase and financing of homes, including with ~~Zillow Offers and~~ Zillow Home Loans, and our Premier Agent revenue, rentals revenue and display revenue depend on advertisements being served to users of our mobile applications and websites.

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We count a unique user the first time an individual accesses one of our mobile applications using a mobile device during a calendar month and the first time an individual accesses one of our websites using a web browser during a calendar month. If an individual accesses our mobile applications using different mobile devices within a given month, the first instance of access by each such mobile device is counted as a separate unique user. If an individual accesses more than one of our mobile applications within a given month, the first access to each mobile application is counted as a separate unique user. If an individual accesses our websites using different web browsers within a given month, the first access by each such web browser is counted as a separate unique user. If an individual accesses more than one of our websites in a single month, the first access to each website is counted as a separate unique user since unique users are tracked separately for each domain. Zillow, StreetEasy and HotPads measure unique users with Google Analytics, and Trulia measures unique users with Adobe Analytics.

Due to third-party technological limitations, user software settings, or user behavior, Google Analytics may assign a unique cookie to different instances of access by the same individual to our mobile applications and websites. In such instances, Google Analytics would count different instances of access by the same individual as separate unique users. Accordingly, reliance on the number of unique users counted by Google Analytics may overstate the actual number of unique users who access our mobile applications and websites during the period.

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The following table presents our average monthly unique users for the periods presented (in millions):
Three Months Ended
June 30, 2020 to 2021
% Change
2021 2020
Average monthly unique users 228.8 218.1 5 %

~~Homes Sold~~

The number of homes sold through Zillow Offers is an important metric as it is an indicator of customers’ adoption of the Zillow Offers service as well as our ability to generate revenue through the service. Growth in the number of homes sold through Zillow Offers suggests increased adoption of the service by home buyers and generally results in growth in Homes segment revenue.

~~The following table presents the number of homes sold through Zillow Offers for the periods presented:~~
Three Months Ended
June 30, 2020 to 2021
% Change
2021 2020
Number of homes sold 2,086 1,437 45 %


	Three Months Ended June 30,		2021 to 2022 % Change
	2022	2021
Average monthly unique users	234	229	2	%

Loan Origination Volume

Loan origination volume is an important metric as it is a measure of how successful we are at ~~growing originations~~the origination and subsequent ~~sales~~sale of mortgage loan products through our mortgage origination business, Zillow Home Loans, which directly impacts our Mortgages segment revenue. Loan origination volume represents the total value of mortgage loan originations closed through Zillow Home Loans during the period.

The following table presents loan origination volume by purpose and in total for Zillow Home Loans for the periods presented (in ~~thousands)~~millions):
Three Months Ended
June 30, 2020 to 2021
% Change
2021 2020
Purchase loan origination volume $ 230,012 $ 120,831 90 %
Refinance loan origination volume 657,928 147,475 346 %
Total loan origination volume $ 887,940 $ 268,306 231 %


	Three Months Ended June 30,				2021 to 2022 % Change
	2022		2021
Purchase loan origination volume	$	194	$	230	(16)	%
Refinance loan origination volume	136		658		(79)	%
Total loan origination volume	$	330	$	888	(63)	%

During the three months ended June 30, 2022, total loan origination volume decreased 63% compared to the three months ended June 30, 2021, driven primarily by higher interest rates which decreased demand for refinance mortgages.

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Results of Operations

Given ~~the remaining~~our wind down of Zillow Offers operations and uncertainty surrounding the health of the residential housing market, interest rate environment and the COVID-19 pandemic, financial performance for ~~prior~~current and ~~current~~prior periods may not be indicative of future performance.

Revenue
% of Total Revenue
Three Months Ended
June 30, 2020 to 2021 Three Months Ended
June 30,
2021 2020 $ Change % Change 2021 2020
(in thousands, unaudited)
Revenue:
Homes segment:
Zillow Offers $ 772,030 $ 453,816 $ 318,214 70 % 59 % 59 %
Other 5,115 436 4,679 1,073 — —
Total Homes segment revenue 777,145 454,252 322,893 71 59 59
IMT segment:
Premier Agent 348,754 191,962 156,792 82 27 25
Other 127,336 88,377 38,959 44 10 12
Total IMT segment revenue 476,090 280,339 195,751 70 36 36
Mortgages segment 56,745 33,761 22,984 68 4 4
Total revenue $ 1,309,980 $ 768,352 $ 541,628 70 % 100 % 100 %


										% of Total Revenue													% of Total Revenue
		Six Months Ended June 30,				2020 to 2021				Six Months Ended June 30,					Three Months Ended June 30,				2021 to 2022				Three Months Ended June 30,
		2021		2020		$ Change		% Change		2021		2020			2022		2021		$ Change		% Change		2022		2021

		(in thousands, unaudited)													(in millions, unaudited)
Revenue:	Revenue:													Revenue:
Homes segment:	Homes segment:													Homes segment:
Zillow Offers	Zillow Offers	$	1,473,004	$	1,222,928	$	250,076	20	%	58	%	65	%	Zillow Offers	$	504	$	772	$	(268)	(35)	%	50	%	59	%
Other	Other	8,293		1,197		7,096		593		—		—		Other	1		5		(4)		(80)		—		—
Total Homes segment revenue	Total Homes segment revenue	1,481,297		1,224,125		257,172		21		59		65		Total Homes segment revenue	505		777		(272)		(35)		50		59
IMT segment:	IMT segment:													IMT segment:
Premier Agent	Premier Agent	683,072		434,068		249,004		57		27		23		Premier Agent	333		349		(16)		(5)		33		27
Rentals														Rentals	71		73		(2)		(3)		7		6
Other	Other	239,346		176,937		62,409		35		9		9		Other	71		54		17		31		7		4
Total IMT segment revenue	Total IMT segment revenue	922,418		611,005		311,413		51		36		32		Total IMT segment revenue	475		476		(1)		—		47		36
Mortgages segment	Mortgages segment	124,705		59,043		65,662		111		5		3		Mortgages segment	29		57		(28)		(49)		3		4
Total revenue	Total revenue	$	2,528,420	$	1,894,173	$	634,247	33	%	100	%	100	%	Total revenue	$	1,009	$	1,310	$	(301)	(23)	%	100	%	100	%

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									% of Total Revenue
	Six Months Ended June 30,				2021 to 2022				Six Months Ended June 30,
	2022		2021		$ Change		% Change		2022		2021

	(in millions, unaudited)
Revenue:
Homes segment:
Zillow Offers	$	4,222	$	1,473	$	2,749	187	%	80	%	58	%
Other	4		8		(4)		(50)		—		—
Total Homes segment revenue	4,226		1,481		2,745		185		80		59
IMT segment:
Premier Agent	696		683		13		2		13		27
Rentals	132		137		(5)		(4)		3		5
Other	137		102		35		34		3		4
Total IMT segment revenue	965		922		43		5		18		36
Mortgages segment	75		125		(50)		(40)		1		5
Total revenue	$	5,266	$	2,528	$	2,738	108	%	100	%	100	%

Three months ended June 30, ~~2021~~2022 compared to ~~the~~ three months ended June 30, ~~2020~~2021

Total revenue ~~increased $541.6~~decreased $301 million, or ~~70%~~23%, to ~~$1.3~~$1.0 billion:

•Homes segment revenue ~~increased 71%~~decreased 35% to ~~$777.1~~$505 million, primarily due to ~~an increase~~a decrease of ~~$318.2~~$268 million, or ~~70%~~35%, in Zillow Offers revenue. Zillow Offers revenue ~~increased~~decreased to ~~$772.0~~$504 million due to the sale of 1,211 homes at an average selling price of $416.2 thousand per home, as compared to the sale of 2,086 homes at an average selling price of $370.1 thousand per home ~~as compared to the sale of 1,437 homes at an average selling price of $315.8 thousand per home~~ in the comparable prior year period. ~~Homes segment~~The decrease in revenue ~~for the three months ended June 30, 2020 was negatively impacted by the temporary pause in~~is due to decreased home ~~buying activities in~~resales as we wind down Zillow Offers markets in response to the COVID-19 pandemic. We resumed home buying activities in all markets in the third quarter of 2020 and have since significantly grown our acquisition and resale volumes, driving a year-over-year increase in revenue.operations. We expect Zillow Offers revenue to ~~increase in future periods as we continue to increase our home buying and home selling activities.~~

•IMT segment revenue increased 70% to $476.1 million due to a $156.8 million, or 82%, increase in Premier Agent revenue and a $39.0 million, or 44%, increase in Other IMT revenue. Premier Agent revenue was positively impacted by an increase in visits, which increased 10% to 2.8 billion. Premier Agent revenue per visit increased by 65% to $0.127decrease for the three months ~~ended June~~ending September 30, ~~2021 from $0.077 for the three months ended June 30, 2020. We calculate Premier Agent revenue per visit~~2022, by ~~dividing the revenue generated by~~when we expect to have substantially completed our ~~Premier Agent and Premier Broker programs by the number~~wind down of visits in the period. The increase in Premier Agent revenue per visit was driven primarily by continued strong demand across the residential real estate industry and increased consumer engagement across our mobile applications and websites. Additionally, Premier Agent revenue was negatively impacted in the three months ended June 30, 2020 due to temporary discounts offered to our Premier Agent partners in response to the COVID-19 pandemic. Other IMT revenue increased primarily due to a 42% increase in revenue generated by our rentals marketplace. This was attributable to increased revenue from our pay per listing, pay per contact and rental applications products. We expect IMT segment revenue to increase in absolute dollars in future periods as a result of the expected continued expansion of our Flex pricing model.Zillow Offers operations.

•Mortgages segment revenue ~~increased 68%~~decreased 49% to ~~$56.7~~$29 million due to ~~growth~~a decline in mortgage originations revenue which drove ~~52%~~66% of the ~~increase~~decrease in Mortgages segment revenue, and ~~growth~~a decline in our Custom Quote and Connect advertising services revenue accounted for ~~46%~~34% of the ~~increase~~decrease in Mortgages segment revenue. The ~~increase~~decrease in mortgage originations revenue was primarily ~~driven by an increase~~due to a 63% decrease in total loan origination volume from ~~$268.3~~$888 million to ~~$887.9~~$330 million, ~~or 231%. We believe low interest rates have supported strong~~primarily resulting from a decrease in refinance activity ~~during the three months ended June 30, 2021. This increase~~driven by rising interest rates. The decrease in mortgage originations revenue was ~~partially offset by~~also attributable to a ~~44%~~17% decrease in gain on sale margin driven by industry margin compression. In the event interest rates increase in future periods, refinance activity may decrease as a percentage of total loan origination volume which may result in a decrease in absolute dollars in mortgage segment revenue in future periods. Gain on sale margin represents the net gain on sale of mortgage loans divided by total loan origination volume for the period. Net gain on sale of mortgage loans includes all components related to the origination and sale of mortgage loans, including the net gain on sale of loans into the secondary market, loan origination fees, unrealized gains and losses associated with changes in fair value of interest rate lock commitments and mortgage loans held for sale, realized and unrealized gains or losses from derivative financial instruments and the provision for losses relating to representations and warranties. The ~~increase~~decrease in our Custom Quote and Connect advertising revenue was primarily due to a ~~26% increase~~39% decrease in leads generated from marketing products sold to mortgage ~~professionals.~~professionals driven by higher interest rates, which decreased demand for mortgages.

~~Six months ended June 30, 2021 compared to the six months ended June 30, 2020~~

~~Total revenue increased $634.2 million, or 33%, to $2.5 billion:~~

•IMT segment revenue ~~increased 51%~~decreased to ~~$922.4~~$475 million, primarily due to a ~~$249.0~~$16 million, or ~~57%~~5%, ~~increase~~decrease in Premier Agent revenue. The decrease in Premier Agent revenue was driven by macro housing market factors including interest rate and home price increases, as well as tight inventory levels. These factors resulted in a ~~$62.4 million, or 35%, increase~~decrease in ~~Other IMT revenue.~~ Premier Agent revenue ~~was positively impacted~~per visit, which decreased by ~~an increase in visits, which increased 15%~~9% to ~~5.3 billion~~$0.115 for the ~~six~~three months ended June 30, ~~2021~~2022 from ~~4.6 billion~~$0.127 for the ~~six~~three months ended June 30, ~~2020. The increase in visits increased~~2021. We calculate Premier Agent revenue per visit by dividing the revenue generated by our Premier Agent and Premier Broker programs by the number of ~~impressions and leads we could monetize~~visits in ~~our Premier Agent marketplace. Additionally, Premier Agent revenue for~~ the ~~six months ended June 30, 2020 was negatively impacted by discounts offered to our Premier Agent partners in response to the COVID-19 pandemic, as discussed above.~~period. Other IMT revenue increased primarily as a result of the addition of ShowingTime revenue beginning in the fourth quarter of 2021. We expect IMT segment revenue to decrease in absolute dollars in future quarters primarily due to ~~a 44% increase in revenue generated~~continued macroeconomic pressure on demand driven by ~~our rentals marketplace. This was attributable to increased revenue from our pay per listing, pay per contact~~home price affordability, which has been impacted by higher home prices and ~~rental applications products.~~interest rate increases.

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Six months ended June 30, 2022 compared to the six months ended June 30, 2021

Total revenue increased $2.7 billion, or 108%, to $5.3 billion:

•Homes segment revenue increased ~~21%~~185% to ~~$1.5~~$4.2 billion, primarily due to an increase of ~~$250.1 million,~~$2.7 billion, or ~~20%~~187%, in Zillow Offers revenue. Zillow Offers revenue increased to ~~$1.5~~$4.2 billion due to the sale of 10,192 homes at an average selling price of $414.2 thousand per home, as compared to the sale of 4,051 homes at an average selling price of $363.6 thousand per home ~~as compared to the sale of 3,831 homes at an average selling price of $319.2 thousand per home~~ in the comparable prior year period. ~~Homes~~The increase in revenue is due to increased acquisition volumes in the second half of 2021 which resulted in higher resale volumes, including accelerated resales, as we wind down Zillow Offers operations.

•IMT segment revenue increased 5% to $965 million, primarily due to a $35 million, or 34%, increase in Other IMT revenue and a $13 million, or 2%, increase in Premier Agent revenue. Other IMT revenue increased primarily as a result of the addition of ShowingTime revenue beginning in the fourth quarter of 2021. The increase in Premier Agent revenue was driven by an increase in visits to Zillow Group’s mobile applications and websites of 5% to 5.5 billion for the six months ended June 30, ~~2020 was negatively impacted~~2022 from 5.3 billion for the six months ended June 30, 2021. However, Premier Agent revenue per visit decreased by 3% to $0.126 for the ~~temporary pause~~six months ended June 30, 2022 from $0.130 for the six months ended June 30, 2021 as a result of macro housing market factors including interest rate and home price increases, as well as tight inventory levels. These factors resulted in ~~home buying activities~~a decrease in ~~response~~Premier Agent revenue as compared to ~~the COVID-19 pandemic, as discussed above, driving a year-over-year increase in revenue.~~visits to our mobile applications and websites.

•Mortgages segment revenue ~~increased 111%~~decreased 40% to ~~$124.7~~$75 million ~~primarily~~ due to ~~growth~~a decline in mortgage originations revenue which drove ~~71%~~81% of the ~~increase~~decrease in Mortgages segment revenue, ~~while growth~~and a decline in our Custom Quote and Connect advertising services revenue accounted for ~~28%~~20% of the ~~increase~~decrease in Mortgages segment revenue. The ~~increase~~decrease in mortgage originations revenue was primarily ~~driven by an increase~~due to a 50% decrease in total loan origination volume from ~~$405.3 million to~~ $2.1 billion ~~or 407%. We believe low interest rates have supported strong~~to $1.0 billion, primarily resulting from a decrease in refinance ~~activity during the six months ended June 30, 2021. This~~activity. The decrease in mortgage originations revenue was ~~partially offset by~~also attributable to a ~~30%~~22% decrease in gain on sale margin driven by industry margin compression. The ~~increase~~decrease in our Custom Quote and Connect advertising revenue was primarily due to a ~~36% increase~~27% decrease in leads generated from marketing products sold to mortgage ~~professionals.~~professionals driven by higher interest rates, which decreased the demand for mortgages.

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Income (Loss) Before Income Taxes


										% of Revenue													% of Revenue
		Three Months Ended June 30,				2020 to 2021				Three Months Ended June 30,					Three Months Ended June 30,				2021 to 2022				Three Months Ended June 30,
		2021		2020		$ Change		% Change		2021		2020			2022		2021		$ Change		% Change		2022		2021

		(in thousands, unaudited)													(in millions, unaudited)
Income (loss) before income taxes:	Income (loss) before income taxes:													Income (loss) before income taxes:
Homes segment	Homes segment	$	(59,346)	$	(80,058)	$	20,712	26	%	(8)	%	(18)	%	Homes segment	$	(14)	$	(59)	$	45	76	%	(3)	%	(8)	%
IMT segment	IMT segment	133,573		19,166		114,407		597		28		7		IMT segment	69		134		(65)		(49)		15		28
Mortgages segment	Mortgages segment	(17,685)		(240)		(17,445)		(7,269)		(31)		(1)		Mortgages segment	(38)		(18)		(20)		(111)		(131)		(32)
Corporate items (1)	Corporate items (1)	(33,591)		(22,637)		(10,954)		(48)		N/A		N/A		Corporate items (1)	(3)		(34)		31		91		N/A		N/A
Total income (loss) before income taxes		$	22,951	$	(83,769)	$	106,720	127	%	2	%	(11)	%
Total income before income taxes														Total income before income taxes	$	14	$	23	$	(9)	(39)	%	1	%	2	%


										% of Revenue													% of Revenue
		Six Months Ended June 30,				2020 to 2021				Six Months Ended June 30,					Six Months Ended June 30,				2021 to 2022				Six Months Ended June 30,
		2021		2020		$ Change		% Change		2021		2020			2022		2021		$ Change		% Change		2022		2021

		(in thousands, unaudited)													(in millions, unaudited)
Income (loss) before income taxes:	Income (loss) before income taxes:													Income (loss) before income taxes:
Homes segment	Homes segment	$	(117,820)	$	(178,016)	$	60,196	34	%	(8)	%	(15)	%	Homes segment	$	(82)	$	(117)	$	35	30	%	(2)	%	(8)	%
IMT segment	IMT segment	277,148		(22,341)		299,489		1,341		30		(4)		IMT segment	177		277		(100)		(36)		18		30
Mortgages segment	Mortgages segment	(19,505)		(13,385)		(6,120)		(46)		(16)		(23)		Mortgages segment	(65)		(20)		(45)		(225)		(87)		(16)
Corporate items (1)	Corporate items (1)	(67,798)		(42,528)		(25,270)		(59)		N/A		N/A		Corporate items (1)	(9)		(68)		59		87		N/A		N/A
Total income (loss) before income taxes		$	72,025	$	(256,270)	$	328,295	128	%	3	%	(14)	%
Total income before income taxes														Total income before income taxes	$	21	$	72	$	(51)	(71)	%	—	%	3	%

(1) Certain corporate items are not directly attributable to any of our segments, including the ~~gain (loss)~~loss on extinguishment of debt, interest income earned on our short-term investments included in other income and interest costs on our convertible senior notes included in interest expense.

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Adjusted EBITDA


										% of Revenue													% of Revenue
		Three Months Ended June 30,				2020 to 2021				Three Months Ended June 30,					Three Months Ended June 30,				2021 to 2022				Three Months Ended June 30,
		2021		2020		$ Change		% Change		2021		2020			2022		2021		$ Change		% Change		2022		2021

		(in thousands, unaudited)													(in millions, unaudited)
Net income (loss)		$	9,641	$	(84,448)	$	94,089	111	%	1	%	(11)	%
Net income														Net income	$	8	$	10	$	(2)	(20)	%	1	%	1	%
Adjusted EBITDA:	Adjusted EBITDA:													Adjusted EBITDA:
Homes segment	Homes segment	$	(29,092)	$	(60,908)	$	31,816	52	%	(4)	%	(13)	%	Homes segment	$	(1)	$	(29)	$	28	97	%	—	%	(4)	%
IMT segment	IMT segment	217,763		71,862		145,901		203		46		26		IMT segment	186		218		(32)		(15)		39		46
Mortgages segment	Mortgages segment	(5,897)		4,885		(10,782)		(221)		(10)		14		Mortgages segment	(21)		(6)		(15)		(250)		(72)		(11)
Total Adjusted EBITDA	Total Adjusted EBITDA	$	182,774	$	15,839	$	166,935	1,054	%	14	%	2	%	Total Adjusted EBITDA	$	164	$	183	$	(19)	(10)	%	16	%	14	%


										% of Revenue													% of Revenue
		Six Months Ended June 30,				2020 to 2021				Six Months Ended June 30,					Six Months Ended June 30,				2021 to 2022				Six Months Ended June 30,
		2021		2020		$ Change		% Change		2021		2020			2022		2021		$ Change		% Change		2022		2021

		(in thousands, unaudited)													(in millions, unaudited)
Net income (loss)		$	61,605	$	(247,721)	$	309,326	125	%	2	%	(13)	%
Net income														Net income	$	24	$	62	$	(38)	(61)	%	—	%	2	%
Adjusted EBITDA:	Adjusted EBITDA:													Adjusted EBITDA:
Homes segment	Homes segment	$	(63,040)	$	(135,903)	$	72,863	54	%	(4)	%	(11)	%	Homes segment	$	22	$	(62)	$	84	135	%	1	%	(4)	%
IMT segment	IMT segment	426,346		157,579		268,767		171		46		26		IMT segment	395		427		(32)		(7)		41		46
Mortgages segment	Mortgages segment	450		(718)		1,168		163		—		(1)		Mortgages segment	(33)		—		(33)		—		(44)		—
Total Adjusted EBITDA	Total Adjusted EBITDA	$	363,756	$	20,958	$	342,798	1,636	%	14	%	1	%	Total Adjusted EBITDA	$	384	$	365	$	19	5	%	7	%	14	%

To provide investors with additional information regarding our financial results, we have disclosed Adjusted EBITDA in total and for each segment, each a non-GAAP financial measure, within this Quarterly Report on Form 10-Q. We have provided a reconciliation below of Adjusted EBITDA in total to net income ~~(loss)~~ and Adjusted EBITDA by segment to income (loss) before income taxes for each segment, the most directly comparable ~~GAAP~~U.S. generally accepted accounting principles (“GAAP”) financial measures.

We have included Adjusted EBITDA in total and for each segment in this Quarterly Report on Form 10-Q as they are key metrics used by our management and board of directors to measure operating performance and trends and to prepare and approve our annual budget. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis.

Our use of Adjusted EBITDA in total and for each segment has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•Adjusted EBITDA does not reflect ~~our cash expenditures or future requirements for capital expenditures or contractual commitments;~~

•~~Adjusted EBITDA does not reflect~~ changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA does not consider the potentially dilutive impact of share-based compensation;

•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital ~~expenditure requirements;~~expenditures or contractual commitments;

•Adjusted EBITDA does not reflect ~~impairment~~restructuring costs;

•Adjusted EBITDA does not reflect acquisition-related costs;

•Adjusted EBITDA does not reflect the ~~gain (loss)~~loss on extinguishment of debt;

•Adjusted EBITDA does not reflect interest expense or other income;

•Adjusted EBITDA does not reflect income taxes; and

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•Other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, you should consider Adjusted EBITDA in total and for each segment alongside other financial performance measures, including various cash flow metrics, net income, ~~(loss),~~ income (loss) before income taxes for each segment, and our other GAAP results.

The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, which is net income ~~(loss)~~ on a consolidated basis and income (loss) before income taxes for each segment, for each of the periods presented (in ~~thousands,~~millions, unaudited):
Three Months Ended
June 30, 2021
Homes IMT Mortgages Corporate Items (2) Consolidated
Reconciliation of Adjusted EBITDA to Net Income and Income (Loss) Before Income Taxes:
Net income (1) N/A N/A N/A N/A $ 9,641
Income taxes N/A N/A N/A N/A 13,310
Income (loss) before income taxes $ (59,346) $ 133,573 $ (17,685) $ (33,591) $ 22,951
Other income — — (1,006) (581) (1,587)
Depreciation and amortization 4,733 22,157 2,093 — 28,983
Share-based compensation 20,495 58,362 9,538 — 88,395
Acquisition-related costs — 3,671 — — 3,671
Loss on extinguishment of debt — — — 931 931
Interest expense 5,026 — 1,163 33,241 39,430
Adjusted EBITDA $ (29,092) $ 217,763 $ (5,897) $ — $ 182,774


		Three Months Ended June 30, 2020											Three Months Ended June 30, 2022
		Homes		IMT		Mortgages		Corporate Items (2)		Consolidated			Homes		IMT		Mortgages		Corporate Items (2)		Consolidated
Reconciliation of Adjusted EBITDA to Net Loss and Income (Loss) Before Income Taxes:
Net loss (1)		N/A		N/A		N/A		N/A		$	(84,448)
Reconciliation of Adjusted EBITDA to Net Income and Income (Loss) Before Income Taxes:												Reconciliation of Adjusted EBITDA to Net Income and Income (Loss) Before Income Taxes:
Net income (1)												Net income (1)	N/A		N/A		N/A		N/A		$	8
Income taxes	Income taxes	N/A		N/A		N/A		N/A		679		Income taxes	N/A		N/A		N/A		N/A		6
Income (loss) before income taxes	Income (loss) before income taxes	$	(80,058)	$	19,166	$	(240)	$	(22,637)	$	(83,769)	Income (loss) before income taxes	$	(14)	$	69	$	(38)	$	(3)	$	14
Other income	Other income	—		(5,300)		(385)		(4,430)		(10,115)		Other income	(7)		—		—		(5)		(12)
Depreciation and amortization	Depreciation and amortization	2,597		22,038		1,538		—		26,173		Depreciation and amortization	4		37		3		—		44
Share-based compensation	Share-based compensation	12,728		35,958		3,665		—		52,351		Share-based compensation	8		80		13		—		101
Gain on extinguishment of debt		—		—		—		(6,391)		(6,391)
Restructuring costs												Restructuring costs	1		—		—		—		1
Loss on extinguishment of debt												Loss on extinguishment of debt	7		—		—		—		7
Interest expense	Interest expense	3,825		—		307		33,458		37,590		Interest expense	—		—		1		8		9
Adjusted EBITDA	Adjusted EBITDA	$	(60,908)	$	71,862	$	4,885	$	—	$	15,839	Adjusted EBITDA	$	(1)	$	186	$	(21)	$	—	$	164


	Three Months Ended June 30, 2021
	Homes		IMT		Mortgages		Corporate Items (2)		Consolidated
Reconciliation of Adjusted EBITDA to Net Income and Income (Loss) Before Income Taxes:
Net income (1)	N/A		N/A		N/A		N/A		$	10
Income taxes	N/A		N/A		N/A		N/A		13
Income (loss) before income taxes	$	(59)	$	134	$	(18)	$	(34)	$	23
Other income	—		—		(1)		—		(1)
Depreciation and amortization	5		22		2		—		29
Share-based compensation	20		58		10		—		88
Acquisition-related costs	—		4		—		—		4
Loss on extinguishment of debt	—		—		—		1		1
Interest expense	5		—		1		33		39
Adjusted EBITDA	$	(29)	$	218	$	(6)	$	—	$	183

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		Six Months Ended June 30, 2021											Six Months Ended June 30, 2022
		Homes		IMT		Mortgages		Corporate Items (2)		Consolidated			Homes		IMT		Mortgages		Corporate Items (2)		Consolidated
Reconciliation of Adjusted EBITDA to Net Income and Income (Loss) Before Income Taxes:	Reconciliation of Adjusted EBITDA to Net Income and Income (Loss) Before Income Taxes:											Reconciliation of Adjusted EBITDA to Net Income and Income (Loss) Before Income Taxes:
Net income (1)	Net income (1)	N/A		N/A		N/A		N/A		$	61,605	Net income (1)	N/A		N/A		N/A		N/A		$	24
Income taxes	Income taxes	N/A		N/A		N/A		N/A		10,420		Income taxes	N/A		N/A		N/A		N/A		(3)
Income (loss) before income taxes	Income (loss) before income taxes	$	(117,820)	$	277,148	$	(19,505)	$	(67,798)	$	72,025	Income (loss) before income taxes	$	(82)	$	177	$	(65)	$	(9)	$	21
Other income	Other income	—		—		(2,738)		(1,288)		(4,026)		Other income	(13)		—		(1)		(6)		(20)
Depreciation and amortization	Depreciation and amortization	9,026		44,956		3,900		—		57,882		Depreciation and amortization	9		72		6		—		87
Share-based compensation	Share-based compensation	36,416		99,754		15,898		—		152,068		Share-based compensation	20		140		23		—		183
Acquisition-related costs		—		4,488		—		—		4,488
Restructuring costs												Restructuring costs	31		6		2		—		39
Loss on extinguishment of debt	Loss on extinguishment of debt	—		—		—		2,334		2,334		Loss on extinguishment of debt	21		—		—		—		21
Interest expense	Interest expense	9,338		—		2,895		66,752		78,985		Interest expense	36		—		2		15		53
Adjusted EBITDA	Adjusted EBITDA	$	(63,040)	$	426,346	$	450	$	—	$	363,756	Adjusted EBITDA	$	22	$	395	$	(33)	$	—	$	384

Six Months Ended
June 30, 2020
Homes IMT Mortgages Corporate Items (2) Consolidated
Reconciliation of Adjusted EBITDA to Net Loss and Loss Before Income Taxes:
Net loss (1) N/A N/A N/A N/A $ (247,721)
Income taxes N/A N/A N/A N/A (8,549)
Loss before income taxes $ (178,016) $ (22,341) $ (13,385) $ (42,528) $ (256,270)
Other income — (5,300) (587) (13,821) (19,708)
Depreciation and amortization 6,172 45,815 3,212 — 55,199
Share-based compensation 24,032 65,505 6,609 — 96,146
Gain on extinguishment of debt — — — (6,391) (6,391)
Impairment costs — 73,900 2,900 — 76,800
Interest expense 11,909 — 533 62,740 75,182
Adjusted EBITDA $ (135,903) $ 157,579 $ (718) $ — $ 20,958
(1) We use income (loss) before income taxes as our profitability measure in making operating decisions and assessing the performance of our segments, therefore, net income (loss) and income tax benefit (expense) are calculated and presented only on a consolidated basis within our financial statements.
(2) Certain corporate items are not directly attributable to any of our segments, including the gain (loss) on extinguishment of debt, interest income earned on our short-term investments included in other income and interest costs on our convertible senior notes included in interest expense.


	Six Months Ended June 30, 2021
	Homes		IMT		Mortgages		Corporate Items (2)		Consolidated
Reconciliation of Adjusted EBITDA to Net Income and Income (Loss) Before Income Taxes:
Net income (1)	N/A		N/A		N/A		N/A		$	62
Income taxes	N/A		N/A		N/A		N/A		10
Income (loss) before income taxes	$	(117)	$	277	$	(20)	$	(68)	$	72
Other income	—		—		(2)		(1)		(3)
Depreciation and amortization	10		45		3		—		58
Share-based compensation	36		100		16		—		152
Acquisition-related costs	—		5		—		—		5
Loss on extinguishment of debt	—		—		—		2		2
Interest expense	9		—		3		67		79
Adjusted EBITDA	$	(62)	$	427	$	—	$	—	$	365

(1) We use income (loss) before income taxes as our profitability measure in making operating decisions and assessing the performance of our segments, therefore, net income and income taxes are calculated and presented only on a consolidated basis within our financial statements.
(2) Certain corporate items are not directly attributable to any of our segments, including the loss on extinguishment of debt, interest income earned on our short-term investments included in other income and interest costs on our convertible senior notes included in interest expense.

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Costs and Expenses, Gross Profit and Other Items


										% of Total Revenue													% of Total Revenue
		Three Months Ended June 30,				2020 to 2021				Three Months Ended June 30,					Three Months Ended June 30,				2021 to 2022				Three Months Ended June 30,
		2021		2020		$ Change		% Change		2021		2020			2022		2021		$ Change		% Change		2022		2021

		(in thousands, unaudited)													(in millions, unaudited)
Cost of revenue	Cost of revenue	$	771,585	$	487,483	$	284,102	58	%	59	%	63	%	Cost of revenue	$	566	$	772	$	(206)	(27)	%	56	%	59	%
Gross profit	Gross profit	538,395		280,869		257,526		92		41		37		Gross profit	443		538		(95)		(18)		44		41
Operating expenses:	Operating expenses:													Operating expenses:
Sales and marketing	Sales and marketing	229,434		160,667		68,767		43		18		21		Sales and marketing	182		229		(47)		(21)		18		17
Technology and development	Technology and development	128,463		97,507		30,956		32		10		13		Technology and development	119		129		(10)		(8)		12		10
General and administrative	General and administrative	115,102		85,380		29,722		35		9		11		General and administrative	123		114		9		8		12		9
Restructuring costs														Restructuring costs	1		—		1		N/A		—		—
Acquisition-related costs	Acquisition-related costs	3,671		—		3,671		N/A		—		—		Acquisition-related costs	—		4		(4)		(100)		—		—
Total operating expenses	Total operating expenses	476,670		343,554		133,116		39		36		45		Total operating expenses	425		476		(51)		(11)		42		36
Gain (loss) on extinguishment of debt		(931)		6,391		(7,322)		(115)		—		1
Loss on extinguishment of debt														Loss on extinguishment of debt	(7)		(1)		(6)		(600)		(1)		—
Other income	Other income	1,587		10,115		(8,528)		(84)		—		1		Other income	12		1		11		1,100		1		—
Interest expense	Interest expense	(39,430)		(37,590)		(1,840)		(5)		(3)		(5)		Interest expense	(9)		(39)		30		77		(1)		(3)
Income tax expense	Income tax expense	(13,310)		(679)		(12,631)		(1,860)		(1)		—		Income tax expense	(6)		(13)		7		54		(1)		(1)


										% of Total Revenue													% of Total Revenue
		Six Months Ended June 30,				2020 to 2021				Six Months Ended June 30,					Six Months Ended June 30,				2021 to 2022				Six Months Ended June 30,
		2021		2020		$ Change		% Change		2021		2020			2022		2021		$ Change		% Change		2022		2021

		(in thousands, unaudited)													(in millions, unaudited)
Cost of revenue	Cost of revenue	$	1,482,905	$	1,279,881	$	203,024	16	%	59	%	68	%	Cost of revenue	$	4,188	$	1,483	$	2,705	182	%	80	%	59	%
Gross profit	Gross profit	1,045,515		614,292		431,223		70		41		32		Gross profit	1,078		1,045		33		3		20		41
Operating expenses
Operating expenses:														Operating expenses:
Sales and marketing	Sales and marketing	427,389		369,111		58,278		16		17		19		Sales and marketing	489		426		63		15		9		17
Technology and development	Technology and development	248,764		197,988		50,776		26		10		10		Technology and development	233		249		(16)		(6)		4		10
General and administrative	General and administrative	215,556		177,580		37,976		21		9		9		General and administrative	242		215		27		13		5		9
Impairment costs		—		76,800		(76,800)		(100)		—		4
Restructuring costs														Restructuring costs	39		—		39		N/A		1		—
Acquisition-related costs	Acquisition-related costs	4,488		—		4,488		N/A		—		—		Acquisition-related costs	—		5		(5)		(100)		—		—
Total operating expenses	Total operating expenses	896,197		821,479		74,718		9		35		43		Total operating expenses	1,003		895		108		12		19		35
Gain (loss) on extinguishment of debt		(2,334)		6,391		(8,725)		(137)		—		—
Loss on extinguishment of debt														Loss on extinguishment of debt	(21)		(2)		(19)		(950)		—		—
Other income	Other income	4,026		19,708		(15,682)		(80)		—		1		Other income	20		3		17		567		—		—
Interest expense	Interest expense	(78,985)		(75,182)		(3,803)		(5)		(3)		(4)		Interest expense	(53)		(79)		26		33		(1)		(3)
Income tax benefit (expense)	Income tax benefit (expense)	(10,420)		8,549		(18,969)		(222)		—		—		Income tax benefit (expense)	3		(10)		13		130		—		—

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Cost of Revenue

Cost of revenue consists of expenses related to operating our mobile applications and websites, including associated headcount-related expenses, such as salaries, benefits, bonuses and share-based compensation expense, as well as revenue-sharing costs related to our commercial business relationships, depreciation expense, and costs associated with hosting our mobile applications and websites. Cost of revenue also includes amortization costs related to capitalized website and development activities, amortization of software, amortization of certain intangible assets and other costs to obtain data used to populate our mobile applications and websites, and amortization of certain intangible assets recorded in connection with acquisitions, including developed technology. For our Homes segment, ~~our~~ cost of revenue also consists of the consideration paid to acquire and make certain repairs and updates to each home in our Zillow Offers operations, including associated overhead costs, as well as inventory valuation adjustments. For our IMT and Mortgages segments, cost of revenue also includes credit card fees and ad serving costs paid to third parties. For our Mortgages segment, ~~our~~ cost of revenue also consists of direct costs to originate loans, including underwriting and processing costs.

Three months ended June 30, ~~2021~~2022 compared to ~~the~~ three months ended June 30, ~~2020~~2021

Cost of revenue ~~increased~~decreased by ~~$284.1~~$206 million, or ~~58%~~27%, primarily due to ~~an increase~~a decrease of ~~$272.6~~$230 million in cost of revenue in our Homes segment, ~~and~~partially offset by an increase of ~~$13.4~~$28 million in ~~our Mortgages segment, partially offset by a decrease~~cost of ~~$1.9 million within the~~revenue in our IMT segment.

•The ~~increase~~decrease in cost of revenue in our Homes segment was driven primarily by ~~an increase of $268.0~~a $192 million decrease in home acquisition costs and a $14 million decrease in home renovation costs due to the ~~increase~~decrease in the number of homes sold from ~~1,437 during the three months ended June 30, 2020 to~~ 2,086 during the three months ended June 30, ~~2021.~~2021 to 1,211 during the three months ended June 30, 2022. We expect Homes segment cost of revenue to decrease for the ~~Homes segment to increase in absolute dollars in future periods~~three months ending September 30, 2022 as we ~~accelerate home buying and selling through~~complete our wind down of Zillow Offers ~~business.~~operations.

•The increase in cost of revenue in the Mortgages segment was primarily attributable to an increase in headcount-related expenses of $5.5 million and an increase in lead acquisition costs of $4.9 million associated with growth in our Zillow Home Loans business. We expect cost of revenue for our Mortgages segment to increase in absolute dollars in future periods due to increases in lead acquisition costs and variable headcount costs to support the growth of our Zillow Home Loans business.

•~~The decrease~~ in cost of revenue in our IMT segment was primarily attributable to a ~~decrease of $12.0~~$15 million increase in depreciation and amortization expense, a $7 million increase in data acquisition costs, ~~partially offset by an~~and a $4 million increase ~~of $4.0 million in direct product costs, an increase of $1.8 million~~ in headcount-related expenses, ~~and an increase of $1.7 million in depreciation and amortization~~including share-based compensation expense. We expect IMT segment cost of revenue ~~for our IMT segment~~ to increase in absolute dollars in ~~future periods~~the second half of 2022 due to ~~support~~increased headcount-related spend as we continue to invest in the ~~expected growth in revenue as discussed above.~~development of technology to help high-intent movers find and win their homes.

Six months ended June 30, ~~2021~~2022 compared to the six months ended June 30, ~~2020~~2021

Cost of revenue increased by ~~$203.0 million,~~$2.7 billion, or ~~16%~~182%, primarily due to an increase of ~~$181.5 million~~$2.7 billion in cost of revenue in our Homes ~~segment and an increase of $26.5 million in our Mortgages segment, partially offset by a decrease of $4.9 million in our IMT~~ segment.

•The increase in cost of revenue in our Homes segment was primarily ~~attributable an~~driven by a $2.8 billion increase ~~of $190.9 million~~ in home acquisition costs due to ~~the~~an increase in the number of homes sold from ~~3,831 during the six months ended June 30, 2020 to~~ 4,051 during the six months ended June 30, ~~2021.~~2021 to 10,192 during the six months ended June 30, 2022.

•The increase in cost of revenue in our Mortgages segment was primarily attributable to an increase in headcount-related expenses of $11.2 million and an increase in lead acquisition costs of $9.6 million associated with growth in our Zillow Home Loans business.

•The decrease in cost of revenue in our IMT segment was primarily attributable to a decrease of $20.6 million in data acquisition costs, partially offset by an increase of $6.1 million in direct product costs, an increase in depreciation and amortization expense of $4.3 million and an increase of headcount-related expenses of $3.2 million.

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Gross Profit

Gross profit is calculated as revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of revenue. Our gross profit has and will continue to be affected by a number of factors, including the mix of revenue from our relatively higher gross margin segments, IMT and Mortgages, and our relatively lower gross margin Homes segment.

Three months ended June 30, ~~2021~~2022 compared to ~~the~~ three months ended June 30, ~~2020~~2021

Gross profit ~~increased~~decreased by ~~$257.5~~$95 million, or ~~92%~~18%, due to ~~increases~~decreases in gross profit of ~~$197.7~~$42 million in our Homes segment, $29 million in our IMT segment ~~$50.3 million in our Homes segment~~ and ~~$9.6~~$24 million in our Mortgages segment. Total gross margin ~~improved~~increased from ~~37%~~41% to ~~41%~~44%.

•The ~~increase~~decrease in Homes segment gross profit was primarily driven by a decrease in revenue, discussed above. Gross margin decreased from 9% for the three months ended June 30, 2021 to 5% for the three months ended June 30, 2022, as acquisition costs on homes sold outpaced the revenue generated by the sales.

•The decrease in IMT segment gross profit was primarily driven by an ~~improvement~~increase in cost of revenue while total IMT segment revenue remained consistent, as described above. Gross margin decreased from 91% for the three months ended June 30, 2021 to 85% for the three months ended June 30, 2022.

•The decrease in Mortgages segment gross profit was primarily driven by a decrease in revenue, discussed above. Gross margin decreased from 63% for the three months ended June 30, 2021 to 41% for the three months ended June 30, 2022.

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Six months ended June 30, 2022 compared to the six months ended June 30, 2021

Gross profit increased by $33 million, or 3%, primarily due to an increase in gross profit of $83 million in our Homes segment, partially offset by decreases of $47 million in our Mortgages segment and $3 million in our IMT segment. Total gross margin decreased from ~~84%~~41% to ~~91%, primarily associated with increased revenue, discussed above.~~20%.

•The increase in Homes segment gross profit was primarily driven by an ~~improvement in gross margin from 4% to 9%, primarily due to growth~~increase in revenue, ~~outpacing growth in cost of~~discussed above. Gross margin decreased from 9% for the six months ended June 30, 2021 to 5% for the six months ended June 30, 2022, as acquisition costs on homes sold outpaced the revenue ~~due to home price appreciation in Zillow Offers markets and cost management driven~~generated by ~~operational improvements.~~the sales.

•The ~~increase~~decrease in Mortgages segment gross profit was driven by a ~~corresponding increase~~decrease in ~~revenue, discussed above. Gross~~gross margin ~~declined~~ from 79% to 64%, driven by increases in cost of revenue, primarily associated with additional headcount-related expenses and lead acquisition costs as a result of increased origination volume, which outpaced the growth in revenue primarily due to industry margin compression.

~~Six months ended June 30, 2021 compared to~~68% for the six months ended June 30, ~~2020~~

~~Gross profit increased by $431.2 million, or 70%, due~~2021 to ~~increases of $316.3 million in our IMT segment, $75.7 million in our Homes segment and $39.2 million in our Mortgages segment. Total gross margin improved from 32% to 41%.~~

•~~The increase in IMT segment gross profit was driven by an improvement in gross margin from 84% to 90%,~~51% for the six months ended June 30, 2022, primarily associated with ~~increased~~decreased revenue, discussed above.

•The increase in Homes segment gross profit was driven by an improvement in gross margin from 4% to 9%, due to growth in revenue outpacing growth in cost of revenue due to home price appreciation in Zillow Offers markets and cost management driven by operational improvements.

•The increase in Mortgages segment gross profit was driven by increased revenue, discussed above. Gross margin declined from 77% to 68%, driven by an increase in cost of revenue, primarily associated with additional headcount-related expenses and lead acquisition costs as a result of increased origination volume, which outpaced the growth in revenue primarily due to industry margin compression.

Sales and Marketing

Sales and marketing expenses consist of advertising costs and other sales expenses related to promotional and marketing activities, headcount-related expenses, including salaries, commissions, benefits, bonuses and share-based compensation expense for sales, sales support, customer support, including the customer connections team, marketing and public relations employees, depreciation expense and amortization of certain intangible assets recorded in connection with acquisitions, including trade names and trademarks and customer relationships. For our Homes segment, sales and marketing expenses also consist of selling costs, such as real estate agent commissions, escrow and title fees, and staging costs, as well as holding costs incurred during the period that homes are listed for sale, including utilities, taxes and maintenance. For our Mortgages segment, sales and marketing expenses include headcount-related expenses for loan officers and specialists supporting Zillow Home Loans.

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Three months ended June 30, 2022 compared to three months ended June 30, 2021

Sales and marketing expenses decreased $47 million, or 21%, due to decreases of $44 million in our Homes segment and $9 million in our Mortgages segment, partially offset by an increase of $6 million in our IMT segment.

•The decrease in sales and marketing expenses in the Homes segment was primarily attributable to a $17 million decrease in headcount-related expenses, including share-based compensation expense, a $16 million decrease in home holding and selling costs driven by the decrease in the number of homes sold during the three months ended June 30, 2022 compared to the three months ended June 30, ~~2020~~

~~Sales~~2021, and an $8 million decrease in marketing and advertising costs. Holding costs included in sales and marketing expenses ~~increased $68.8~~for the Homes segment were not material for the three months ended June 30, 2022 and $5 million ~~or 43%,~~for the three months ended June 30, 2021. We expect sales and marketing expenses within the Homes segment to continue to decrease for the three months ending September 30, 2022 due to ~~increases~~the wind down of ~~$35.2~~Zillow Offers operations.

•The decrease in sales and marketing expenses in the Mortgages segment was primarily attributable to a $5 million decrease in ~~our IMT segment, $18.3~~headcount-related expenses, including share-based compensation expense, and a $4 million decrease in ~~our Homes segment~~marketing and ~~$15.4 million in our Mortgages segment.~~advertising costs driven by active cost management.

•The increase in sales and marketing expenses in the IMT segment was primarily attributable to a ~~$26.1~~$12 million increase in headcount-related expenses, including share-based compensation expense, partially offset by a $7 million decrease in marketing and advertising costs and a $9.0 million increase in headcount-related expenses. Marketing and advertising costs for the three months ended June 30, 2021 were higher than the comparable prior year period due to our pause of most discretionary spending in the first half of 2020 in response to the COVID-19 pandemic.driven by active cost management. We expect IMT segment sales and marketing expenses to increase in absolute dollars during the three months ending September 30, 2022 due to seasonal advertising and marketing spend, as well as due to increased investment in ~~future periods as we continue~~human capital.

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Six months ended June 30, 2022 compared to ~~increase~~the six months ended June 30, 2021

Sales and marketing expenses increased $63 million, or 15%, due to increases of $43 million in our ~~marketing~~Homes segment and ~~advertising activities.~~$31 million in our IMT segment, partially offset by an $11 million decrease in our Mortgages segment.

•The increase in sales and marketing expenses in the Homes segment was primarily attributable to a ~~$10.8~~$70 million increase in home holding and selling costs driven by the increase in the number of homes sold during the three months ended June 30, 2021 compared to the three months ended June 30, 2020. Home holding and selling costs for the three months ended June 30, 2020 were impacted by our pause in home buying activities in the second quarter of 2020. The increase in sales and marketing expenses was also attributable to a $5.2 million increase in marketing and advertising expenses. We expect sales and marketing expenses within the Homes segment to increase in absolute dollars in future periods as we continue to accelerate our Zillow Offers business. Sales and marketing expenses in our Homes segment included $5.3 million and $2.6 million in holding costs for the three months ended June 30, 2021 and 2020, respectively.

•The increase in sales and marketing expenses in the Mortgages segment was primarily attributable to an $8.6 million increase in headcount-related expenses and a $6.1 million increase in marketing and advertising expenses associated with growth of our Zillow Home Loans business. We expect sales and marketing expenses for our Mortgages segment to increase in absolute dollars in future periods due to expected growth in loan origination volumes driving increased commissions costs as we continue to accelerate our Zillow Home Loans business.

~~Six months ended June 30, 2021 compared to the six months ended June 30, 2020~~

~~Sales and marketing expenses increased $58.3 million, or 16%, due to increases of $29.2 million in our IMT segment, $27.7 million in our Mortgages segment and $1.4 million in our Homes segment.~~

•The increase in sales and marketing expenses in the IMT segment was primarily attributable to a $17.8 million increase in marketing and advertising costs and a $16.1 million increase in headcount-related expenses, partially offset by a $3.4 million decrease in depreciation and amortization expense and a $2.3 million decrease in travel expenses. Marketing and advertising costs for the six months ended June 30, 2021 were higher than the comparable prior year period primarily due to our pause in most discretionary spending in the six months ended June 30, 2020 in response to the COVID-19 pandemic.

•The increase in sales and marketing expenses in the Mortgages segment was primarily attributable to a $19.0 million increase in headcount-related expenses and an $8.4 million increase in marketing and advertising expenses associated with growth of our Zillow Home Loans business.

•~~The increase in sales and marketing expenses in the Homes segment was primarily attributable to increases of $5.2 million in marketing and advertising costs and $2.7 million~~ in home holding and selling costs driven by the increase in the number of homes sold during the six months ended June 30, ~~2021~~2022 compared to the six months ended June 30, 2020, discussed above. During the six months ended June 30, 2020, Homes segment sales and marketing expenses included $5.7 million in expenses attributable to our efforts to pause home buying in response to the COVID-19 pandemic, which partially offset the aforementioned increases as no comparable costs were incurred during the six months ended June 30, 2021. Sales and marketing expenses in our Homes segment included ~~$9.2~~$7 million and ~~$7.9~~$9 million in holding costs for the six months ended June 30, 2022 and 2021, respectively. The increase in sales and ~~2020, respectively.~~marketing expenses in the Homes segment was partially offset by a $12 million decrease in marketing and advertising costs and an $11 million decrease in headcount-related expenses, including share-based compensation expense.

•The increase in sales and marketing expenses in the IMT segment was primarily attributable to a $24 million increase in headcount-related expenses, including share-based compensation expense, a $6 million increase in trade shows and events, and related travel costs, and a $3 million increase in marketing and advertising costs.

•The decrease in sales and marketing expenses in the Mortgages segment was primarily due to a $9 million decrease in headcount-related expenses, including share-based compensation expense, and a $3 million decrease in marketing and advertising costs.

Technology and Development

Technology and development expenses consist of headcount-related expenses, including salaries, benefits, bonuses and share-based compensation expense for individuals engaged in the design, development and testing of our products, mobile applications and websites and the tools and applications that support our products. Technology and development expenses also include equipment and maintenance costs and depreciation expense.

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Three months ended June 30, ~~2021~~2022 compared to ~~the~~ three months ended June 30, ~~2020~~2021

Technology and development expenses ~~increased $31.0~~decreased $10 million, or ~~32%~~8%, primarily due to ~~increases~~a decrease of ~~$23.9~~$27 million in our Homes segment, partially offset by an increase of $15 million in our IMT segment ~~$4.2 million in our Homes segment~~ and ~~$2.8~~an increase of $2 million in our Mortgages segment.

•The decrease in technology and development expenses for the Homes segment was primarily attributable to a $26 million decrease in headcount-related expenses, including share-based compensation expense. We expect technology and development expenses within the Homes segment to continue to decrease for the three months ending September 30, 2022 due to the wind down of Zillow Offers operations.

•The increase in technology and development expenses for the IMT segment was primarily attributable to a $9 million increase in headcount-related expenses, including share-based compensation expense, and a $4 million increase in professional services. We expect technology and development expenses to increase in absolute dollars in the second half of 2022 for our IMT segment due to increased headcount-related spend as we continue to invest in the development of technology to help high-intent movers find and win their homes.

Six months ended June 30, 2022 compared to the six months ended June 30, 2021

Technology and development expenses decreased $16 million, or 6%, primarily due to a decrease of $48 million in our Homes segment, partially offset by an increase of $28 million in our IMT segment and an increase of $4 million in our Mortgages segment.

•The changes in technology and development expenses for each of our segments was primarily attributable to ~~increases~~changes in headcount-related expenses, including share-based compensation expense, of ~~$22.7~~$46 million, ~~$3.7~~$16 million and ~~$2.6~~$4 million for ~~our~~the Homes, IMT ~~Homes~~ and Mortgages segments, ~~respectively, as we continue to invest in human capital to grow our businesses.~~

~~Six months ended June 30, 2021 compared to the six months ended June 30, 2020~~

Technology and development expenses increased $50.8 million, or 26%, due to increases of $36.6 million in our IMT segment, $8.7 million in our Homes segment and $5.5 million in our Mortgages segment.

respectively. The increase in technology and development expenses for ~~each~~the IMT segment was also driven by an $8 million increase in professional services.

Table of our segments was primarily attributable to increases in headcount-related expenses, including share-based compensation expense, of $37.4 million, $8.5 million and $4.2 million for our IMT, Homes and Mortgages segments, respectively, as we continue to invest in human capital to grow our businesses.Contents

General and Administrative

General and administrative expenses consist of headcount-related expenses, including salaries, benefits, bonuses and share-based compensation expense for executive, finance, accounting, legal, human resources, recruiting, corporate information technology costs and other administrative support. General and administrative expenses also include legal settlement costs and estimated legal liabilities, legal, accounting and other third-party professional service fees, rent expense, depreciation expense and bad debt expense.

Three months ended June 30, ~~2021~~2022 compared to ~~the~~ three months ended June 30, ~~2020~~2021

General and administrative expenses increased ~~$29.7~~$9 million, or ~~35%~~8%, due to ~~increases~~an increase of ~~$15.2~~$19 million in our IMT segment ~~$8.6~~and an increase of $2 million in our Mortgages segment, ~~and $5.9~~partially offset by a decrease of $12 million in our Homes segment.

•The increase in general and administrative expenses for ~~each of~~ our ~~segments~~IMT segment was primarily attributable to ~~increases~~an $18 million increase in headcount-related expenses, including share-based compensation ~~expense, of $12.2 million, $6.2 million~~expense. We expect general and ~~$5.1 million~~administrative expenses within the IMT segment to increase in absolute dollars in future quarters due to increased investment in human capital.

•The decrease in general and administrative expenses for our ~~IMT, Mortgages~~Homes segment was primarily attributable to a $9 million decrease in headcount-related expenses, including share-based compensation expense. We expect general and administrative expenses within the Homes ~~segments, respectively, as we continue~~segment to ~~invest~~decrease in ~~human capital~~absolute dollars for the three months ending September 30, 2022 due to ~~grow our businesses.~~the wind down of Zillow Offers operations.

Six months ended June 30, ~~2021~~2022 compared to the six months ended June 30, ~~2020~~2021

General and administrative expenses increased ~~$38.0~~$27 million, or ~~21%~~13%, primarily due to ~~increases~~an increase of ~~$15.1~~$37 million in our IMT segment ~~$14.8~~and an increase of $3 million in our Mortgages segment, ~~and $8.0~~partially offset by a decrease of $13 million in our Homes segment.

•The increase in general and administrative expenses for ~~each of~~ our ~~segments~~IMT segment was primarily ~~due~~attributable to ~~increases~~a $31 million increase in headcount-related expenses, including share-based compensation expense, and an increase of ~~$18.4~~$5 million ~~$11.3~~in professional services, partially offset by a $4 million decrease in facility costs driven by active cost management.

•The decrease in general and ~~$6.9 million~~administrative expenses for our ~~IMT, Mortgages~~Homes segment was primarily attributable to a $9 million decrease in headcount-related expenses, including share-based compensation expense, and ~~Homes segments, respectively, as we continue to invest~~a decrease of $3 million in ~~human capital to grow our businesses.~~facility costs.

~~Impairment~~

Restructuring Costs

~~We did not record any impairment~~Restructuring costs for the three and six months ended June 30, ~~2021. Impairment~~2022 primarily relate to our wind down of Zillow Offers operations and include employee termination costs, ~~for~~contract termination costs and other exit and disposal activities. For the three months ended June 30, 2022, restructuring costs of $1 million primarily related to employee termination costs. For the six months ended June 30, ~~2020 consist~~2022, restructuring costs of ~~a $71.5~~$39 million ~~non-cash impairment~~include $34 million for employee termination costs, $4 million of contract termination costs and $1 million related to ~~the Trulia trade names~~other exit and trademarks intangible asset, of which $68.6 million was recorded to the IMT segment and $2.9 million was recorded to the Mortgages segment, and a $5.3 million non-cash impairment related to our October 2016 equity investment recorded to the IMT segment.disposal activities. For additional information ~~about~~regarding the ~~impairments,~~restructuring, see Note ~~9 and Note 10 in~~18 of our Notes to Condensed Consolidated Financial Statements ofin this Quarterly Report on Form 10-Q.

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~~Gain (Loss)~~Loss on Extinguishment of Debt

During the three months ended June 30, 2022, we recorded a $7 million loss on extinguishment of debt due to the repayment of the term loans supporting our securitization transactions. The loss on extinguishment includes prepayment penalties incurred related to these repayments. We recorded a ~~$0.9~~$1 million loss on extinguishment of debt during the three months ended June 30, 2021 associated with conversions of the convertible senior notes maturing in 2023 (“2023 Notes”) and 2024 (“2024 Notes”).

During the six months ended June 30, 2022, we recorded a $21 million loss on extinguishment of debt due to the repayment of outstanding borrowings associated with the Zillow Offers credit facilities and the repayment of the term loans supporting our securitization transactions. We recorded a ~~$2.3~~$2 million loss on extinguishment of debt during the six months ended June 30, 2021 associated with conversions of the 2023 Notes, 2024 Notes and convertible senior notes maturing in 2026 (“2026 Notes”). ~~During the three and six months ended June 30, 2020, we recorded a $6.4 million gain on extinguishment~~

Table of ~~debt associated with the partial repurchase of the convertible senior notes maturing in 2021 (“2021 Notes”).~~ Contents

For additional information on the ~~gain (loss)~~loss on extinguishment, see Note 11 of our Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Other Income

Other income consists primarily of interest income earned on our cash, cash equivalents and ~~short-term~~ investments.

Other income ~~decreased $8.5~~increased $11 million ~~or 84%,~~ and ~~$15.7~~$17 million ~~or 80%,~~ during the three and six months ended June 30, ~~2021,~~2022, respectively. The ~~decrease~~increase in other income iswas primarily due to ~~corporate~~an increase in other income ~~not directly attributable to our segments~~in the Homes segment driven by ~~a greater mix~~the accretion of ~~lower risk investments~~interest income associated with ~~generally lower yields and lower market yields on our cash and investments. Additionally, for~~ the ~~three and~~beneficial interests in the securitization transactions we entered into in the second half of 2021. We expect no further Homes segment interest income given the pay-down of the securitization transactions during the six months ended June 30, ~~2020, other income for~~2022. While our ~~IMT segment included a $5.3 million gain on the sale of our October 2016 equity investment. For additional information on the gain on sale, see Note 9 in our Notes~~investment mix continues to ~~Condensed Consolidated Financial Statements in Part I of this Quarterly Report on Form 10-Q. We~~be low-risk, we expect other income related to our investment portfolio returns to ~~remain relatively low for the foreseeable~~grow modestly in future asquarters driven by our expectation of continued rising interest ~~rates are currently projected to remain low.~~

~~Acquisition-Related Costs~~

~~Acquisition-related costs consist of investment banking, legal, accounting, tax and regulatory filing fees associated with effecting acquisitions.~~

Acquisition-related costs were $3.7 million and $4.5 million for the three and six months ended June 30, 2021, respectively, primarily as a result of our pending acquisition of ShowingTime.com, Inc. We did not record any acquisition-related costs for the three and six months ended June 30, 2020.rates.

Interest Expense

Our corporate interest expense consists of interest and deferred issuance costs associated with our convertible senior notes. On January 1, 2022, we adopted guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Upon adoption, we de-recognized the remaining debt discounts on ~~our~~the convertible senior notes and ~~also includes the~~no longer recognize amortization of ~~the~~ debt ~~discount and deferred issuance costs for the convertible senior notes.~~discounts to interest expense. Refer to Note 11 of our Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for stated interest rates and interest payment dates for each of our convertible senior notes.

For our Homes segment, interest expense includes interest on borrowings, funding fees and other fees, including the amortization of deferred issuance costs, on the credit facilities related to ~~our~~ Zillow ~~Offers business.~~Offers. Borrowings on these credit facilities ~~bear~~bore interest at the one-month London Inter-Bank Offered Rate (“LIBOR”) plus an applicable margin, and in certain cases ~~are~~were subject to a LIBOR floor, as defined in the credit agreements. During the six months ended June 30, 2022, certain wholly owned subsidiaries of Zillow Group repaid all amounts drawn on the Zillow Offers credit facilities. Interest expense also includes interest on the term loans and variable funding lines associated with our 2021-1 and 2021-2 securitization transactions, including the amortization of the debt discount for the term loans and the amortization of deferred issuance costs for the term loans and variable funding lines. The term loans bore interest at a fixed rate and the variable funding lines bore interest at LIBOR plus an applicable margin. During the six months ended June 30, 2022, we repaid all amounts drawn on the variable funding lines as well as the principal on the term loans. Refer to Note 11 of our Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information on Homes segment financing.

For our Mortgages segment, interest expense includes interest on the warehouse line of credit and interest on the master repurchase agreements related to our Zillow Home Loans business. ~~Borrowings~~As of June 30, 2022, borrowings on the repurchase agreements bear interest at Secured Overnight Financing Rate (“SOFR”) plus an applicable margin, as defined in the governing agreements. As of June 30, 2022, borrowings on the warehouse line of credit ~~and master repurchase agreements~~ bear interest at ~~the one-month LIBOR~~Bloomberg Short-Term Bank Yield Index Rate (“BSBY”) plus an applicable margin, ~~and in certain cases are subject to a LIBOR floor,~~ as defined in the governing agreements.

Three months ended June 30, ~~2021~~2022 compared to ~~the~~ three months ended June 30, ~~2020~~2021

Interest expense ~~increased $1.8~~decreased $30 million, or 5%77%, primarily due to a ~~$1.2~~$25 million ~~increase in interest expense related to our Homes segment, while corporate interest expense not attributable to any of our segments remained relatively flat year-over-year.~~

The increase in Homes segment interest expense was primarily attributable to the increased number of homes financed on our credit facilities, as described above. We expect interest expense to remain relatively flat in the near-term due to expected growth in our homes inventory offset by the settlement of our 2023 Notes, but increase in absolute dollars in the longer-term due to expected continued growth of our Zillow Offers business. For more information on the settlement of the 2023 Notes, refer to Note 19 of our Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

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~~Six months ended June 30, 2021 compared to the six months ended June 30, 2020~~

~~Interest expense increased $3.8 million, or 5%, due to a $4.0 million increase~~decrease in corporate interest expense not attributable to any of our segments and a ~~$2.4 million increase in interest expense related to our Mortgages segment, partially offset by a $2.6~~$5 million decrease in interest expense related to our Homes segment.

•The ~~increase~~decrease in corporate interest expense not attributable to any of our segments was primarily due to the ~~May 2020 issuance~~adoption of guidance which simplifies the ~~2025 Notes, partially offset by~~accounting for certain financial instruments with characteristics of liabilities and equity, which, as discussed above, eliminated the ~~settlement of~~debt discounts on the convertible senior notes ~~due in 2020 (the “2020 Notes”)~~that were previously amortized to interest expense prior to adoption. Additionally, the settlement of conversions and ~~the 2021 Notes in the three months ended December 31, 2020 and the settlement~~redemptions of the 2023 Notes, 2024 Notes and 2026 Notes during the ~~six months~~year ended ~~June 30, 2021. The increase in Mortgages segment~~December 31, 2021 decreased the outstanding principal balances of our convertible senior notes upon which interest ~~expense~~ was ~~attributable to borrowings on our repurchase agreements and warehouse line of credit to support the growth of Zillow Home Loans.~~ incurred.

•The decrease in Homes segment interest expense was driven by the repayment of our outstanding term loans associated with our securitization transactions during the six months ended June 30, 2022, which eliminated the recognition of debt discount and issuance costs. We expect no further interest expense to be incurred for the Homes segment due to the repayment of all Homes segment debt.

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Six months ended June 30, 2022 compared to the six months ended June 30, 2021

Interest expense decreased $26 million, or 33%, primarily due to a ~~lower~~$52 million decrease in corporate interest expense not attributable to any of our segments, partially offset by a $27 million increase in interest expense related to our Homes segment.

•The decrease in corporate interest expense not attributable to any of our segments was due to the same drivers as for the three months ended June 30, 2022, discussed above.

•The increase in Homes segment interest expense was driven by the accelerated recognition of debt discount and issuance costs due to the repayment of our credit facilities and variable funding lines and the repayment of the term loans associated with our securitization transactions during the six months ended June 30, 2022. The increase in interest expense is also due to the increased number of homes financed on our credit facilities and through our securitization transactions, as ~~we continue to grow our homes inventory after our pause in home buying in response to the COVID-19 pandemic and lower weighted average interest rates on our credit facilities.~~described above.

Income Taxes

We are subject to ~~federal and state~~ income taxes in the ~~U.S.~~United States (federal and ~~federal~~state), Canada and ~~provincial income taxes in Canada.~~Serbia. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we have provided a valuation allowance against our net deferred tax assets that we believe, based on the weight of available evidence, are not more likely than not to be realized. There is a reasonable possibility that within the next several quarters, sufficient positive evidence will become available to demonstrate that a significant portion of the valuation allowance against our U.S. net deferred tax assets will no longer be required. We have accumulated federal tax losses of approximately ~~$1.7~~$2.1 billion as of December 31, ~~2020,~~2021, which are available to reduce future taxable income. We have accumulated state tax losses of approximately ~~$53.2~~$73 million (tax effected) as of December 31, ~~2020.~~2021.

Our income tax expense or benefit for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account for the relevant period. We update our estimate of the annual effective tax rate on a quarterly basis and make year-to-date adjustments to the tax provision or benefit, as applicable. We recorded income tax expense of ~~$13.3~~$6 million and $13 million, respectively, for the three months ended June 30, 2022 and 2021, primarily related to state income taxes. We recorded an income tax benefit of $3 million for the six months ended June 30, 2022 and income tax expense of ~~$10.4~~$10 million for the six months ended June 30, 2021, primarily related to state income taxes. We recorded income tax expense of $0.7 million for the three months ended June 30, 2020 and an income tax benefit of $8.5 million for the six months ended June 30, 2020. The income tax benefit for the six months ended June 30, 2020 was primarily a result of a $9.7 million income tax benefit related to the $71.5 million non-cash impairment we recorded during the three months ended March 31, 2020 related to the Trulia trade names and trademarks intangible asset. For additional information about the non-cash impairment, see Note 10 of our Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Liquidity and Capital Resources

Our primary sources of liquidity and capital resources are cash flows from operations, debt financing and equity offerings. Our cash requirements consist principally of working capital, general corporate needs and mortgage loan originations. We previously used capital resources for the purchase of homes through Zillow Offers, all of which home purchases closed by January 31, 2022. We generally reinvest available cash flows from operations into our business and to service our debt obligations.

Sources of Liquidity

As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we had cash and cash equivalents, investments and restricted cash of ~~$4.7~~$3.5 billion and ~~$4.0~~$3.4 billion, respectively. Cash and cash equivalents balances consist of operating cash on deposit with financial institutions and money market ~~funds and municipal securities.~~funds. Investments consist of fixed income securities, which include U.S. government agency securities, ~~municipal securities,~~ treasury bills, investment grade corporate securities and ~~certificates~~commercial paper. As of ~~deposit.~~December 31, 2021, cash and cash equivalents balances also included the beneficial interests in our Homes segment securitization transactions, which have been repaid as of June 30, 2022. Restricted cash consists of amounts held in escrow related to funding home purchases in our mortgage origination business. As of December 31, 2021, restricted cash also included amounts funded to the reserve and collection accounts related to our credit facilities ~~amounts~~and home sales proceeds held in ~~escrow related to funding home purchases in~~restricted accounts associated with our ~~mortgage origination business~~credit facilities and ~~amounts held in escrow related to our Zillow Closing Services business.~~securitizations, which have been repaid as of June 30, 2022. Amounts on deposit with third-party financial institutions exceed the Federal Deposit Insurance Corporation and the Securities Investor Protection Corporation insurance limits, as applicable. As of June 30, ~~2021,~~2022, Zillow Group and its subsidiaries were in compliance with all debt covenants specified in the facilities described below.

~~To preserve~~We believe that cash from operations and cash and cash equivalents and investment balances will be sufficient to meet our liquidity in response to the COVID-19 pandemic, we temporarily paused hiring for non-critical roles, paused the majority of our advertising spending and reduced other discretionary spending during the first half of 2020. As our financial position has strengthened, we have gradually increased our hiring and marketing and advertisingongoing operating activities, and on March 11, 2021, we announced our plan to hire more than 2,000 employees nationwide in 2021. Additionally, we temporarily paused home buying through Zillow Offers in the first half of 2020 and resumed home buying activities in all markets in early August 2020.

~~Our liquidity has been positively impacted by certain provisions included in the CARES Act which provides tax provisions~~working capital, capital expenditures and other ~~stimulus measures to affected companies. Under~~capital requirements for at least the ~~CARES Act,~~next 12 months. We believe we ~~expect to defer certain 2020 employer payroll tax payments until the fourth quarter~~will meet longer-term expected future cash requirements and obligations through a combination of ~~2021~~cash flows from operations, debt financing and ~~2022. During 2020, we deferred a total of $23.8 million of such payments.~~equity offerings, as applicable.

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The following table presents selected cash flow data for the periods presented (in millions, unaudited):


	Six Months Ended June 30,
	2022		2021
Cash Flow Data:
Net cash provided by (used in) operating activities	$	4,255	$	(158)
Net cash provided by (used in) investing activities	(934)		1,295
Net cash provided by (used in) financing activities	(3,976)		938

Cash Flows Provided By (Used In) Operating Activities

Our operating cash flows result primarily from cash received from real estate professionals, rental professionals, mortgage professionals and brand advertisers, as well as cash received from customers for sales of homes through Zillow Offers and sales of mortgages originated by Zillow Home Loans. Our primary uses of cash from operating activities include marketing and advertising activities, mortgages funded through Zillow Home Loans and employee compensation and benefits. Additionally, uses of cash from operating activities include costs associated with operating our mobile applications and websites and other general corporate expenditures. Prior to the wind down of Zillow Offers operations, our primary uses of cash from operating activities also included payments for homes purchased through Zillow Offers.

For the six months ended June 30, 2022, net cash provided by operating activities was $4.3 billion. This was driven by net income of $24 million, adjusted by share-based compensation of $193 million, depreciation and amortization of $87 million, amortization of debt discount and debt issuance costs of $24 million, a loss on extinguishment of debt of $21 million, amortization of contract cost assets of $16 million, amortization of right of use assets of $11 million, and an inventory valuation adjustment of $9 million. This was partially offset by $9 million in other adjustments to reconcile net income to net cash provided by operating activities. Changes in operating assets and liabilities increased cash provided by operating activities by $3.9 billion. The changes in operating assets and liabilities are primarily related to a $3.9 billion decrease in inventory, an $81 million decrease in accounts receivable, primarily associated with Zillow Offers as we wind down Zillow Offers operations, a $46 million decrease in mortgage loans held for sale, and a $4 million decrease in prepaid expenses and other current assets primarily related to the repayment of the term loans associated with our Zillow Offers securitization transactions. These changes were partially offset by a $69 million decrease in accrued expenses and other current liabilities driven primarily by the wind down of Zillow Offers operations, a $47 million decrease in accrued compensation and benefits, an $8 million increase in contract cost assets, and an $8 million decrease in lease liabilities.

For the six months ended June 30, 2021, net cash used in operating activities was $158 million. This was primarily driven by net income of $62 million, adjusted by share-based compensation of $152 million, depreciation and amortization of $58 million, amortization of debt discount and debt issuance costs of $50 million, amortization of contract cost assets of $20 million, amortization of right of use assets of $13 million, a loss on extinguishment of debt of $2 million and $8 million in other adjustments to reconcile net income to net cash used in operating activities. Changes in operating assets and liabilities offset these adjustments by $523 million. The changes in operating assets and liabilities are primarily related to a $678 million increase in inventory due to home purchases outpacing the sale of homes through Zillow Offers for the six months ended June 30, 2021, a $36 million increase in prepaid expenses and other current assets due to timing of payments and an increase in contract assets driven by increased revenue from Premier Agent Flex pricing model, a $33 million increase in accounts receivable due to an increase in revenue from products and services billed in arrears, a $17 million increase in contract cost assets primarily due to capitalized sales commissions, and a $14 million decrease in lease liabilities. These changes were partially offset by a $160 million decrease in mortgage loans held for sale driven by rising interest rates and the resulting reduction in refinance volume, an $81 million increase in accrued expenses and other liabilities driven by the timing of payments, an $8 million increase in accrued compensation and benefits, a $5 million increase in deferred revenue, and a $2 million increase in accounts payable.

Cash Flows Provided By (Used In) Investing Activities

Our primary investing activities include the purchase and sale or maturity of investments, the purchase of property and equipment and intangible assets and cash paid in connection with acquisitions.

For the six months ended June 30, 2022, net cash used in investing activities was $934 million. This was the result of $863 million of net purchases of investments and $71 million of purchases of property and equipment and intangible assets.

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For the six months ended June 30, 2021, net cash provided by investing activities was $1.3 billion. This was the result of $1.3 billion of proceeds from the maturity of investments, partially offset by $35 million of purchases of property and equipment and intangible assets.

Cash Flows Provided By (Used in) Financing Activities

Net cash provided by (used in) financing activities has primarily resulted from repurchases of Class A common stock and Class C capital stock, settlement of long term debt including our securitization term loans, net proceeds from equity offerings, the exercise of employee option awards, proceeds from and repayments of borrowings on our credit facilities related to Zillow Offers and repayments of borrowings on the warehouse lines of credit and master repurchase agreements related to Zillow Home Loans.

For the six months ended June 30, 2022, net cash used in financing activities was $4.0 billion, which was primarily related to $2.2 billion of repayments on borrowings of our credit facilities related to Zillow Offers, $1.2 billion for the repayment of the term loans associated with the Zillow Offers securitization transactions, $597 million of cash paid for share repurchases pursuant to our stock repurchase program, and $58 million of net repayments on our warehouse line of credit and master repurchase agreements related to Zillow Home Loans. The cash outflows were partially offset by $42 million of proceeds from the exercise of option awards.

For the six months ended June 30, 2021, cash provided by financing activities was $938 million, which was primarily related to the $545 million in proceeds from the sale of 3,164 thousand shares of Class C capital stock under our equity distribution agreement, $463 million of net borrowings on our credit facilities related to Zillow Offers and $76 million of proceeds from the exercise of option awards. These cash inflows were partially offset by $146 million of net repayments on our warehouse line of credit and master repurchase agreements related to Zillow Home Loans.

Capital Resources

We continue to invest in the development and expansion of our operations. Ongoing investments include, but are not limited to, improvements in our technology platforms, infrastructure and continued investments in sales and marketing. To finance these investments and ongoing operations, and in the event that we require additional funding to support strategic business opportunities, we have issued convertible senior notes. As of June 30, 2022, we have outstanding a total of $1.7 billion aggregate principal of convertible senior notes. The convertible notes are senior unsecured obligations, and interest on the convertible notes is paid semi-annually. The following table summarizes our convertible senior notes as of the periods presented (in millions, except interest rates):


					June 30, 2022		December 31, 2021
Maturity Date	Aggregate Principal Amount		Stated Interest Rate		Carrying Value		Carrying Value
September 1, 2026	$	499	1.375	%	$	495	$	369
May 15, 2025	565		2.75	%	558		443
September 1, 2024	608		0.75	%	604		507
Total	$	1,672			$	1,657	$	1,319

Refer to Note 11 of our Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information regarding our convertible senior notes, including conversion rates, conversion and redemption dates and the related capped call transactions.

On February 17, 2021, we entered into an equity distribution agreement with certain sales agents and/or principals (the “Managers”), pursuant to which we may offer and sell from time to time, through the Managers, shares of our Class C capital stock, having an aggregate gross sales price of up to $1.0 billion, in such share amounts as we may specify by notice to the Managers, in accordance with the terms and conditions set forth in the equity distribution agreement. During the six months ended June 30, 2022, we did not sell any shares under the equity distribution agreement. During the six months ended June 30, 2021, we issued and sold ~~3,163,502~~3,164 thousand shares of our Class C capital stock under the equity distribution agreement for total proceeds of ~~$550.6~~$551 million and net proceeds of ~~$544.6~~$545 million, after deducting ~~$6.1~~$6 million of commissions and other offering expenses incurred. For additional information regarding the equity distribution agreement, see Note 13 in our Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

~~In February~~

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On December 2, 2021, Zillow Group’s Board of Directors authorized the repurchase of up to $750 million of our Class A common stock, Class C capital stock or a combination thereof. On May 4, 2022, the Board of Directors authorized the repurchase of up to an additional $1 billion (together the “Repurchase Authorizations”) of our Class A common stock, Class C capital stock or a combination thereof. During the six months ended June 30, 2022, we ~~entered into a definitive agreement to acquire ShowingTime.com, Inc. (“ShowingTime”), a real estate showing software provider,~~repurchased 2,577 thousand shares of Class A common stock and 9,718 thousand shares of Class C capital stock at an average price of $49.30 and $48.40 per share, respectively, for ~~$500.0~~an aggregate purchase price of $127 million ~~in cash, subject to adjustments, payable upon the closing~~and $470 million, respectively. As of ~~the acquisition. On April 19, 2021, each of Zillow Group and ShowingTime received a request from the U.S. Federal Trade Commission (the “FTC”)~~June 30, 2022, $850 million remained available for ~~additional information and documentary material (commonly referred to as a “Second Request”)~~future repurchases pursuant to the ~~Hart-Scott-Rodino Antitrust Improvements Act~~Repurchase Authorizations, which repurchases decrease our liquidity and capital resources when effected. For additional information on our Repurchase Authorizations, see Note 13 in our Notes to Condensed Consolidated Financial Statements of 1976 (the “HSR Act”) in connection with our proposed acquisition of ShowingTime. The FTC’s Second Request extended the waiting period imposed under the HSR Act until 30 days after both Zillow Group and ShowingTime have substantially complied with the Second Request, unless the waiting period is terminated earlier by the FTC or voluntarily extended by mutual agreement. To facilitate the FTC’s review, Zillow Group and ShowingTime have entered into a timing agreement with the FTC (“Timing Agreement”). Under the Timing Agreement, Zillow Group and ShowingTime agreed not to consummate the proposed acquisition until 53 days after both Zillow Group and ShowingTime have substantially complied with the Second Request. The Timing Agreement does not prevent the parties from consummating the proposed acquisition sooner if the FTC grants early termination of the HSR Act waiting period or if the FTC otherwise closes its investigation after the expiration of the HSR Act waiting period. We continue to cooperate with the FTC in its review of the proposed acquisition.this Quarterly Report on Form 10-Q.

Homes

Zillow Group’s purchase of homes through the Zillow Offers program and sale of homes has had a significant impact on our liquidity and capital resources as a cash and inventory intensive business. We ~~primarily use debt financing through~~have used credit facilities, and beginning in the third quarter of 2021, asset-backed securitizations, to fund a portion of the purchase price of homes and certain related costs. ~~We expect~~On November 2, 2021, the Board of Directors of Zillow Group made the determination to wind down Zillow Offers operations. As a result, home financing will continue to ~~accelerate in future periods~~decrease during the three months ending September 30, 2022 and thereafter as we ~~continue to grow our~~have ceased home buying inactivities and have repaid all amounts drawn on the Zillow Offers ~~markets. As~~credit facilities and all principal on the securitization term loans as of June 30, ~~2021, we have $824.4 million~~2022.

Refer to Note 11 of ~~total outstanding borrowings~~our Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information on Zillow Group’s credit ~~facilities to provide capital~~facilities.

IMT

Our principal sources of liquidity for ~~Zillow Offers with a total maximum borrowing capacity of $1.5 billion.~~the IMT segment are cash flows from operations within the segment.

Mortgages

Zillow Home Loans continues to impact our liquidity and capital resources as a cash intensive business that funds mortgage loans originated for resale in the secondary market. We primarily use debt financing to fund mortgage loan originations. ~~As of June 30, 2021, we have $163.4 million of total outstanding borrowings on~~The following table summarizes our warehouse line of credit and master repurchase agreements ~~with a total maximum borrowing capacity~~as of ~~$460.0 million.~~

As of June 30, 2021, we have outstanding a total of $2.0 billion aggregate principal of convertible senior notes. The convertible notes are senior unsecured obligations, and interest on the convertible notes is paid semi-annually. On May 26, 2021, we submitted notice to the trustee to exercise our right to redeem the remaining $372.8 million in aggregate principal amount of the 2023 Notes on July 6, 2021 (the “Redemption Date”). Holders of the 2023 Notes had the option to convert their 2023 Notes in whole or in part into shares of Class C capital stock prior to the Redemption Date. During the three months ended June 30, 2021, holders of the 2023 Notes elected to convert $5.1 million aggregate principal amount of 2023 Notes. We satisfied these conversions through the issuance of approximately 65.7 thousand shares of Class C capital stock. Subsequent to June 30, 2021, holders of the 2023 Notes elected to convert $366.4 million of aggregate principal amount prior to the Redemption Date. We satisfied these conversions through the issuance of approximately 4.7 million shares of Class C capital stock in July 2021. The remaining $1.3 million of aggregate principal amount was redeemed on July 6, 2021 for $1.3 million in cash, plus accrued and unpaid interest.

~~For additional information regarding our debt, refer to Note 11 and Note 19 of our Notes to Condensed Consolidated Financial Statements in Part I of this Quarterly Report on Form 10-Q.~~

We believe that cash from operations and cash and cash equivalents and investment balances will be sufficient to meet our ongoing operating activities, working capital, capital expenditures and other capital requirements for at least the next 12 months.

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~~The following table presents selected cash flow data for~~ the periods presented (in ~~thousands, unaudited)~~millions, except interest rates):
Six Months Ended
June 30,
2021 2020
Cash Flow Data:
Net cash provided by (used in) operating activities $ (157,502) $ 692,620
Net cash provided by (used in) investing activities 1,295,008 (264,634)
Net cash provided by financing activities 937,739 420,199


Lender	Maturity Date	Maximum Borrowing Capacity		Outstanding Borrowings at June 30, 2022		Outstanding Borrowings at December 31, 2021		Weighted Average Interest Rate
Credit Suisse AG, Cayman Islands	March 17, 2023	$	100	$	31	$	77	3.34	%
Citibank, N.A.	June 9, 2023	100		10		17		3.38	%
Comerica Bank	June 24, 2023	50		14		19		3.54	%
	Total	$	250	$	55	$	113

~~Cash Flows Provided By (Used In) Operating Activities~~

Our operating cash flows result primarily from cash received from real estate professionals, rental professionals, mortgage professionals and brand advertisers, as well as cash received from customers for sales of homes through Zillow Offers and sales of mortgages originated by Zillow Home Loans. Our primary uses of cash from operating activities include payments for homes purchased through Zillow Offers, marketing and advertising activities, mortgages funded through Zillow Home Loans and employee compensation and benefits. Additionally, uses of cash from operating activities include costs associated with operating our mobile applications and websites and other general corporate expenditures.

For the six months ended June 30, 2021, net cash used in operating activities was $157.5 million. This was primarily driven by net income of $61.6 million, adjusted by share-based compensation expense of $152.1 million, depreciation and amortization expense of $57.9 million, amortization of debt discount and debt issuance costs of $50.4 million, amortization of contract cost assets of $20.2 million, amortization of right of use assets of $12.9 million, a loss on extinguishment of debt of $2.3 million, and $8.3 million in other adjustmentsRefer to reconcile net income to net cash used in operating activities. Changes in operating assets and liabilities offset these adjustments by $523.1 million. The changes in operating assets and liabilities are primarily related to a $677.7 million increase in inventory due to home purchases outpacing the sale of homes through Zillow Offers for the six months ended June 30, 2021, a $35.8 million increase in prepaid expenses and other current assets due to the timing of payments and an increase in contract assets driven by increased revenue from our Premier Agent Flex pricing model, a $32.8 million increase in accounts receivable due to an increase in revenue from products and services billed in arrears, a $17.4 million increase in contract cost assets due primarily to capitalized sales commissions, and a $14.2 million decrease in lease liabilities. These changes were partially offset by a $159.3 million decrease in mortgage loans held for sale driven by rising interest rates and the resulting reduction in refinance volume, an $80.8 million increase in accrued expenses and other liabilities driven by the timing of payments, a $7.9 million increase in accrued compensation and benefits, a $4.6 million increase in deferred revenue and a $2.7 million increase in accounts payable.

For the six months ended June 30, 2020, net cash provided by operating activities was $692.6 million. This was primarily driven by a net loss of $247.7 million, adjusted by share-based compensation expense of $96.1 million, non-cash impairment costs of $76.8 million, depreciation and amortization expense of $55.2 million, amortization of debt discount and debt issuance costs of $47.7 million, amortization of contract cost assets of $17.1 million and amortization of right of use assets of $12.7 million. This was offset by an $8.5 million change in deferred income taxes, a gain on extinguishment of debt of $6.4 million and a $1.0 million change in other adjustments to reconcile net loss to cash provided by operating activities for the six months ended June 30, 2020. Changes in operating assets and liabilities increased cash provided by operating activities by $650.6 million. The changes in operating assets and liabilities are primarily related to a $701.1 million decreasein inventory due to the sale of homes and a decrease in home purchases through Zillow Offers during the six months ended June 30, 2020, a $10.0 million increase in other long-term liabilities, a $7.5 million increase in accounts payable and a $4.8 million increase in deferred revenue. These changes were partially offset by a $38.5 million increase in mortgage loans held for sale, a $19.6 million increase in contract cost assets due primarily to the capitalization of sales commissions, an $8.7 million decrease in accrued expenses and other liabilities driven by the timing of payments, a $3.3 million decrease in accrued compensation and benefits, and a $1.5 million increase in accounts receivable due primarily to an increase in revenue from products and services which we bill in arrears.

~~Cash Flows Provided By (Used In) Investing Activities~~

~~Our primary investing activities include the purchase and sale or maturity of investments and the purchase of property and equipment and intangible assets.~~

For the six months ended June 30, 2021, net cash provided by investing activities was $1.3 billion. This was the result of $1.3 billion of proceeds from the maturity of investments, partially offset by $34.5 million of purchases of property and equipment and intangible assets.

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For the six months ended June 30, 2020, net cash used in investing activities was $264.6 million. This was the result of $208.6 million of net purchases of investments in connection with investment of a portion of the net proceeds from our May 2020 issuance of the 2025 Notes and offering of our Class C capital stock, and $66.1 million of purchases for property and equipment and intangible assets, partially offset by $10.0 million in proceeds from the sale of an equity investment.

~~Cash Flows Provided By Financing Activities~~

Net cash provided by financing activities has primarily resulted from net proceeds from the issuance of convertible notes, net proceeds from equity offerings, the exercise of employee option awards and equity awards withheld for tax liabilities, proceeds from and repayments of borrowings on our credit facilities related to Zillow Offers and proceeds from borrowings on our warehouse line of credit and the master repurchase agreements related to Zillow Home Loans.

For the six months ended June 30, 2021, cash provided by financing activities was $937.7 million, which was primarily related to $544.6 million in proceeds from the sale of 3,163,502 shares of Class C capital stock under our equity distribution agreement, $463.3 million of net borrowings on our credit facilities related to Zillow Offers, and $75.7 million of proceeds from the exercise of option awards. These cash inflows were partially offset by $145.7 million of net repayments on our warehouse line of credit and master repurchase agreements related to Zillow Home Loans.

For the six months ended June 30, 2020, cash provided by financing activities was $420.2 million, which was primarily related to net proceeds from the issuance of the 2025 Notes of $553.3 million, net proceeds from the public offering of our Class C capital stock of $411.5 million, $185.0 million of proceeds from the exercise of option awards and $39.4 million of net borrowings on our warehouse line of credit and master repurchase agreement related to Zillow Home Loans. These cash inflows were partially offset by $617.5 million of net repayments of borrowings on our credit facilities related to Zillow Offers and $194.7 million of cash paid for the partial repurchase of the 2021 Notes.

~~Off-Balance Sheet Arrangements~~

We did not have any off-balance sheet arrangements other than outstanding surety bonds issued for our benefit of approximately $10.6 million as of June 30, 2021. We do not believe that the surety bonds will have a material effect on our liquidity, capital resources, market risk support or credit risk support. For additional information regarding the surety bonds, see Note 1611 of our Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q ~~under~~for additional information on Zillow Group’s warehouse line of credit and master repurchase agreements.

Contractual Obligations and Other Commitments

Convertible Senior Notes - Includes the ~~subsection titled “Surety Bonds”.~~aggregate principal amounts of the 2024 Notes, 2025 Notes and 2026 Notes due on their contractual maturity dates, as well as the associated coupon interest. As of June 30, 2022, we have an outstanding aggregate principal amount of convertible senior notes of $1.7 billion, none of which is payable within 12 months. Future interest payments associated with the convertible senior notes total $89 million, with $27 million payable within 12 months. Refer to Note 11 of our Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for maturity dates, stated interest rates and additional information on our convertible senior notes.

Homes Segment Credit Facilities - During the first quarter of 2022, certain wholly owned subsidiaries of Zillow Group repaid all amounts drawn on the Zillow Offers credit facilities given the wind down of Zillow Offers operations. We incurred prepayment penalties of $6 million associated with the pay-down of our credit facilities. No additional amounts may be drawn on these facilities.

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~~Contractual Obligations and Other Commitments~~Homes Segment Securitizations - During the six months ended June 30, 2022, the principal amounts associated with the securitization term loans were repaid given the wind down of Zillow Offers operations. We incurred prepayment penalties of $8 million in connection with the pay-down of our homes segment securitizations, $5 million of which was incurred during the three months ended June 30, 2022. Refer to Note 11 of our Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information on our securitizations.

~~There~~

Mortgages Segment Credit Facilities - Includes principal amounts due for amounts borrowed under the warehouse line of credit and master repurchase agreements to finance mortgages originated through Zillow Home Loans. As of June 30, 2022, we have ~~been no material changes outside the ordinary course~~outstanding principal amounts of ~~business~~$55 million. Amounts exclude an immaterial amount of estimated interest payments.

Operating Lease Obligations - Our lease portfolio primarily comprises operating leases for our office space. For additional information regarding our operating leases, see Note 12 to our Notes to Consolidated Financial Statements in ~~our commitments under contractual obligations as previously disclosed in~~Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020, except for the categories of contractual obligations included in the table below, which have been updated to reflect our contractual obligations~~2021. Additionally, as of June 30, ~~2021 (in thousands, unaudited):~~
Payments Due By Period
Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years

Convertible senior notes (1) $ 2,039,860 $ 367,678 $ — $ 1,173,382 $ 498,800
Interest on convertible senior notes (2) 118,626 29,743 53,918 31,536 3,429
Homes segment credit facilities (3) 824,445 824,445 — — —
Mortgages segment credit facilities (4) 163,387 163,387 — — —
Homes under contract (5) 1,153,306 1,153,306 — — —
Total contractual obligations $ 4,299,624 $ 2,538,559 $ 53,918 $ 1,204,918 $ 502,229
____________________
(1) Includes the aggregate principal amounts of the 2024 Notes, 2025 Notes and 2026 Notes due on their contractual maturity dates and $367.7 million in aggregate principal amount of the 2023 Notes redeemed on the Redemption Date. Refer to Note 11 and Note 19 of our Notes to Condensed Consolidated Financial Statements in Part I of this Quarterly Report on Form 10-Q for maturity dates and additional information on our convertible senior notes.
(2) Includes the coupon interest on the convertible senior notes, including $2.8 million in coupon interest on the 2023 Notes due prior to the Redemption Date. Refer to Note 11 and Note 19 of our Notes to Condensed Consolidated Financial Statements in Part I of this Quarterly Report on Form 10-Q for stated interest rates and additional information on our convertible senior notes.
(3) Includes principal amounts due for amounts borrowed under the credit facilities used to provide capital for our Zillow Offers business. Amounts exclude an immaterial amount of estimated interest payments.
(4) Includes principal amounts due for amounts borrowed under the warehouse line of credit and master repurchase agreements to finance mortgages originated through Zillow Home Loans. Amounts exclude an immaterial amount of estimated interest payments.
(5) We have obligations to purchase homes under contract through our Zillow Offers business.

~~As of June 30, 2021,~~2022, we ~~have~~had outstanding letters of credit of approximately ~~$16.9~~$16 million, which secure our lease obligations in connection with certain of the operating leases of our office spaces.

~~In the course of business, we are required~~

Purchase Obligations - We have non-cancellable purchase obligations for content related to ~~provide financial commitments in the form of surety bonds~~our mobile applications and websites and certain cloud computing costs. Refer to ~~third parties as a guarantee~~Note 16 of our ~~performance~~Notes to Condensed Consolidated Financial Statements in this Quarterly Report on ~~and our compliance with certain obligations. If we were to fail to perform or comply with these obligations, any draws upon surety bonds issued~~Form 10-Q for additional information on our ~~behalf would then trigger our payment obligation~~purchase obligations.

Restructuring Payments - We expect to make future cash payments of approximately $10 million to $12 million related to the ~~surety bond issuer.~~wind down of Zillow Offers operations. We ~~have outstanding surety bonds issued for~~expect these additional cash payments to be made during 2022 and to primarily relate to employee termination costs and contract termination costs. For additional information regarding our ~~benefit~~restructuring costs, see Note 18 to our Notes to Condensed Consolidated Financial Statements of ~~approximately $10.6 million and $10.1 million as of June 30, 2021 and December 31, 2020, respectively.~~this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with ~~U.S. generally accepted accounting principles, or~~ GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures. We evaluate our estimates, judgments and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates, and our decision to wind down Zillow Offers operations, the health of the residential real estate market and the COVID-19 pandemic ~~has~~have introduced significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact our estimates. For information on our critical accounting policies and estimates, see Part II Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021. There have been no material changes to our critical accounting policies and estimates as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily consist of fluctuations in interest rates.

Interest Rate Risk

Under our current investment policy, we invest our excess cash in money market funds, ~~municipal securities,~~ U.S. government agency securities, treasury bills, investment grade corporate securities and ~~certificates of deposit.~~commercial paper. Our current investment policy seeks first to preserve principal, second to provide liquidity for our operating and capital needs and third to maximize yield without putting our principal at risk.

Our short-term investments are exposed to market risk due to the fluctuation of prevailing interest rates that may reduce the yield on our investments or their fair value. AsFor our investment portfolio, ~~is short-term in nature,~~ we do not believe an immediate 10% increase in interest rates would have a material effect on the fair market value of our portfolio.

~~Our convertible senior notes bear interest at fixed rates. Thus, we have no related direct financial statement risk associated with changes in interest rates. However, the~~The fair values of the convertible senior notes change primarily when the market price of our stock fluctuates or interest rates change. The following table summarizes our outstanding convertible senior notes as of June 30, ~~2021~~2022 (in ~~thousands,~~millions, except interest rates):
Maturity Date Aggregate Principal Amount Stated Interest Rate
September 1, 2026 $ 498,800 1.375 %
May 15, 2025 565,000 2.75 %
September 1, 2024 608,382 0.75 %
July 1, 2023 (1) 367,678 1.50 %
$ 2,039,860
(1) On May 26, 2021, we submitted notice to the trustee that we would redeem the remaining $372.8 million in aggregate principal amount of the 2023 Notes on July 6, 2021 if not earlier converted by the holders. For additional information, see Note 11 and Note 19 of our Notes to Condensed Consolidated Financial Statements in Part I of this Quarterly Report on Form 10-Q.

~~We are subject~~


Maturity Date	Aggregate Principal Amount		Stated Interest Rate
September 1, 2026	$	499	1.375	%
May 15, 2025	565		2.75	%
September 1, 2024	608		0.75	%
	$	1,672

For additional details related to ~~market risk by way of changes in interest rates on borrowings under~~ our credit facilities, ~~that provide capital for Zillow Offers. As~~see Note 11 to our Notes to Condensed Consolidated Financial Statements of ~~June 30, 2021 and December 31, 2020, we had outstanding $824.4 million and $361.2 million, respectively, of borrowings~~this Quarterly Report on these credit facilities which bear interest at a floating rate based on the one-month LIBOR plus an applicable margin, and in certain cases a LIBOR floor. Accordingly, fluctuations in market interest rates may increase or decrease our interest expense. Assuming no change in the outstanding borrowings on our credit facilities, we estimate that a one percentage point increase in LIBOR would increase our annual interest expense by approximately $8.2 million and $3.6 million as of June 30, 2021 and December 31, 2020, respectively.Form 10-Q.

We are also subject to market risk ~~by way of changes in~~which may impact our mortgage loan origination volume and associated revenue and the net interest ~~rates on~~margin derived from borrowings under our warehouse line of credit and master repurchase agreements that provide capital for Zillow Home Loans. Market risk occurs in periods where changes in short-term interest rates result in mortgage loans being originated with terms that provide a smaller interest rate spread above the financing terms of our warehouse line of credit and master repurchase agreements, which can negatively impact our net income. This risk is primarily mitigated through expedited sale of our loans. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, we had outstanding ~~$163.4~~$55 million and ~~$309.0~~$113 million, respectively, of borrowings on our warehouse line of credit and master repurchase agreements which bear interest either at a floating rate based on ~~LIBOR~~Secured Overnight Financing Rate (“SOFR”) plus an applicable margin, ~~and in certain cases include a LIBOR floor.~~as defined by the governing agreements, or Bloomberg Short-Term Bank Yield Index Rate (“BSBY”) plus an applicable margin, as defined by the governing agreements. We manage the interest rate risk associated with our mortgage loan origination services through the use of forward sales of mortgage-backed securities. Assuming no change in the outstanding borrowings on the warehouse line of credit and master repurchase agreements, we estimate that a one percentage point increase in ~~LIBOR~~SOFR or BSBY, as applicable, would increase our annual interest expense associated with the warehouse line of credit and master repurchase agreements by ~~approximately $1.6 million and $3.1 million~~an immaterial amount as of June 30, ~~2021~~2022 and December 31, ~~2020, respectively.~~

As described above, we utilize debt facilities that bear interest at a floating rate based on LIBOR, which is expected to be phased out as a reference rate in future periods. We do not expect the eventual transition away from LIBOR to have a material impact on our financial position, results of operations or cash flows.2021.

Inflation Risk

We do not believe that inflation has ~~had~~ a material effect on our business, results of operations or financial ~~condition.~~condition, particularly given we are winding down Zillow Offers operations. However, the United States is experiencing the highest levels of inflation in nearly four decades. If the inflation rate continues to increase, our costs, ~~were to~~in particular labor, marketing and hosting costs, may become subject to significant inflationary pressures and we may not be able to fully offset such higher costs through price increases. In addition, uncertain or changing economic and market conditions, including inflation or deflation, may affect demand for our products and services and the housing markets in which we operate. Our inability or failure to ~~do so~~quickly respond to inflation could harm our business, results of operations and financial condition.

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Foreign Currency Exchange Risk

We do not believe that foreign currency exchange risk has had a material effect on our business, results of operations or financial condition. As we do not maintain a significant balance of foreign currency, we do not believe an immediate 10% increase or decrease in foreign currency exchange rates relative to the U.S. dollar would have a material effect on our business, results of operations or financial condition.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of June 30, ~~2021.~~2022. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective as of June 30, ~~2021.~~2022.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding legal proceedings in which we are involved, see Note 16 under the subsection titled “Legal Proceedings” in our Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Item 1A. Risk Factors

There have not been any material changes to the risk factors affecting our business, financial condition or future results from those set forth in Part I, Item 1A (Risk Factors) in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021. However, you should carefully consider the factors discussed in our Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities during the three months ended June 30, ~~2021.~~2022.

Purchase of Equity Securities by the Issuer

The following table summarizes our stock repurchases during the three months ended June 30, 2022 (in millions, except share data which are presented in thousands, and per share amounts):


	Total Number of Shares Purchased		Average Price Paid Per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
Period	Class A common stock	Class C capital stock	Class A common stock		Class C capital stock
April 1 - April 30, 2022	—	—	$	—	$	—	—	$	100
May 1 - May 31, 2022	904	4,187	37.71		38.47		5,091	905
June 1 - June 30, 2022	261	1,085	40.41		40.60		1,346	850
Total	1,165	5,272					6,437

(1) On December 2, 2021, the Board of Directors authorized a stock repurchase program granting the authority to repurchase up to $750 million of its Class A common stock, Class C capital stock or a combination of both. On May 4, 2022, the Board of Directors authorized the repurchase of up to an additional $1 billion (together the “Repurchase Authorizations”) of its Class A common stock, Class C capital stock or a combination thereof. The Repurchase Authorizations do not have an expiration date.

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Item 5. Other Information

On August 3, 2022, the Board of Directors of Zillow Group, Inc. (the “Board”) approved adjustments to the exercise price (the “reprice”) of certain outstanding vested and unvested option awards for eligible employees (the “eligible option awards”). The exercise price of eligible option awards will be reduced to the closing market price of our Class C capital stock on August 8, 2022. In addition, the Board approved a supplemental grant of restricted stock units to eligible employees, to be granted on August 8, 2022, that will vest quarterly over a two-year period beginning in August 2022 (the “supplemental RSUs”).

In connection with the approved actions above, eligible option awards will be repriced and the value of supplemental RSUs will be granted to certain named executive officers. Allen W. Parker, our Chief Financial Officer, holds 221,155 eligible option awards and will receive a supplemental RSU having a value of $1,394,156. David A. Beitel, our Chief Technology Officer, holds 221,155 eligible option awards and will receive a supplemental RSU having a value of $1,394,156. Jeremy Wacksman, our Chief Operating Officer, holds 265,385 eligible option awards and will receive a supplemental RSU having a value of $1,580,044. All other named executive officers are excluded from the reprice and will not receive supplemental RSUs.

The principal features of each named executive officer’s eligible option awards will remain the same (including the number of shares, vesting schedule, expiration date and nonqualified stock option status), except the exercise price, which will be repriced. Each eligible option award and supplemental RSU will be subject to the terms and conditions of our 2020 Incentive Plan and applicable grant documents. The Board is excluded from the reprice and will not receive supplemental RSUs.

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Item 6. Exhibits

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.


Exhibit Number						Description

10.1*3.1						Amended and Restated Articles of Incorporation of Zillow Group, Inc. ~~Executive Severance Plan~~(Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the Securities and ~~Summary Plan Description.~~Exchange Commission on February 17, 2015, and incorporated herein by reference).

3.2						Amended and Restated Bylaws of Zillow Group, Inc. (Filed as Exhibit 3.1 to Zillow Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2020, and incorporated herein by reference).

31.1						Certification of Chief Executive Officer pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document).

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File (embedded within the inline XBRL document).

*						~~Indicates a management contract or compensatory plan or arrangement.~~

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: August ~~5, 2021~~4, 2022	ZILLOW GROUP, INC.

	By:	/s/ JENNIFER ROCK
	Name:	Jennifer Rock
	Title:	Chief Accounting Officer

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PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Shareholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3338
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5460
Item 4.	Controls and Procedures	5662

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	5763
Item 1A.	Risk Factors	5864
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5965
Item 5.	Other Information	66
Item 6.	Exhibits	6067

	Signatures	6168


	Three Months Ended June 30, 2020						Six Months Ended June 30, 2020
	As Reported		As Revised		Effect of Change		As Reported		As Revised		Effect of Change
Cost of revenue:
Homes	$	431,788	$	434,900	$	3,112	$	1,163,987	$	1,170,659	$	6,672
IMT	23,387		45,354		21,967		47,705		95,407		47,702
Mortgages	5,896		7,229		1,333		11,051		13,815		2,764
Total cost of revenue	461,071		487,483		26,412		1,222,743		1,279,881		57,138
Operating expenses:
Sales and marketing	155,598		160,667		5,069		360,246		369,111		8,865
Technology and development	128,857		97,507		(31,350)		263,775		197,988		(65,787)
General and administrative	85,511		85,380		(131)		177,796		177,580		(216)


Lender	Final Maturity Date	Maximum Borrowing Capacity		Weighted-Average Interest Rate
Goldman Sachs Bank USA	April 21, 2023	$	500,000	2.90	%
Citibank, N.A.	December 9, 2023	500,000		2.84	%
Credit Suisse AG, Cayman Islands	December 31, 2022	500,000		2.84	%
	Total	$	1,500,000


	Restricted Stock Units	Weighted- Average Grant- Date Fair Value
Unvested outstanding at January 1, 2021	7,316,557	$	48.14
Granted	1,155,375	134.02
Vested	(1,592,564)	47.76
Forfeited	(404,654)	55.93
Unvested outstanding at June 30, 2021	6,474,714	63.08


	Three Months Ended June 30,		2020 to 2021 % Change
	2021	2020
Visits	2,750.2	2,491.1	10	%


	Payments Due By Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years

Convertible senior notes (1)	$	2,039,860	$	367,678	$	—	$	1,173,382	$	498,800
Interest on convertible senior notes (2)	118,626		29,743		53,918		31,536		3,429
Homes segment credit facilities (3)	824,445		824,445		—		—		—
Mortgages segment credit facilities (4)	163,387		163,387		—		—		—
Homes under contract (5)	1,153,306		1,153,306		—		—		—
Total contractual obligations	$	4,299,624	$	2,538,559	$	53,918	$	1,204,918	$	502,229
____________________ (1) Includes the aggregate principal amounts of the 2024 Notes, 2025 Notes and 2026 Notes due on their contractual maturity dates and $367.7 million in aggregate principal amount of the 2023 Notes redeemed on the Redemption Date. Refer to Note 11 and Note 19 of our Notes to Condensed Consolidated Financial Statements in Part I of this Quarterly Report on Form 10-Q for maturity dates and additional information on our convertible senior notes. (2) Includes the coupon interest on the convertible senior notes, including $2.8 million in coupon interest on the 2023 Notes due prior to the Redemption Date. Refer to Note 11 and Note 19 of our Notes to Condensed Consolidated Financial Statements in Part I of this Quarterly Report on Form 10-Q for stated interest rates and additional information on our convertible senior notes. (3) Includes principal amounts due for amounts borrowed under the credit facilities used to provide capital for our Zillow Offers business. Amounts exclude an immaterial amount of estimated interest payments. (4) Includes principal amounts due for amounts borrowed under the warehouse line of credit and master repurchase agreements to finance mortgages originated through Zillow Home Loans. Amounts exclude an immaterial amount of estimated interest payments. (5) We have obligations to purchase homes under contract through our Zillow Offers business.