Debt | Debt Revolving Credit Facilities To provide capital for Zillow Offers, we utilize revolving credit facilities that are classified as current liabilities in our condensed consolidated balance sheets. The following table summarizes our revolving credit facilities as of the periods presented (in thousands, except interest rates): Effective Date Maximum Borrowing Capacity Outstanding Borrowings at September 30, 2019 Outstanding Borrowings at December 31, 2018 Weighted Average Interest Rate July 31, 2018 $ 500,000 $ 432,484 $ 116,700 5.81 % January 31, 2019 500,000 265,796 — 5.77 % Total $ 1,000,000 $ 698,280 $ 116,700 Each credit facility described in the table above provides for a maximum borrowing capacity of $500.0 million . The January 31, 2019 revolving credit facility has a current borrowing capacity of $266.0 million as of September 30, 2019 , and has an initial term of two years and may be extended for up to two additional periods of six months each, subject to agreement by the lender. The July 31, 2018 revolving credit facility has an initial term of one year and automatically renews on a monthly basis as of July 31, 2019 for up to 24 additional months, subject to agreement by the lender, and has a current borrowing capacity of $442.5 million as of September 30, 2019 . Recourse under each facility is limited to the assets and equity of certain Zillow Group subsidiaries that purchase and sell select residential properties through Zillow Offers. The applicable lender is not committed to, but may in their sole discretion, advance loan funds in excess of the current borrowing capacity. Zillow Group formed certain special purpose entities to effectuate the transactions contemplated by each revolving credit facility (each, an “SPE”). Each SPE is a wholly owned subsidiary of Zillow Group and a separate legal entity, and neither the assets nor credit of any such SPE are available to satisfy the debts and other obligations of any affiliate or other entity. Outstanding amounts drawn under each credit facility are required to be repaid on the facility termination 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 of the principal amount outstanding under the applicable credit facility. Inclusion of properties in each facility is subject to various eligibility criteria. For example, a property is no longer eligible under a credit facility if such property exceeds agreed aging criteria. Each of the credit facilities permits only a portion of the financed properties to be owned longer than 180 days , and no financed properties may be owned for longer than one year . Any financed property excluded by such aging criteria will be removed from the eligible property borrowing base, and any resulting shortfall is required to be repaid. The stated interest rate on our revolving credit facilities is one-month LIBOR plus an applicable margin as defined in the respective credit agreements. Our revolving credit facilities include customary representations and warranties, covenants (including financial covenants applicable to Zillow Group) and provisions regarding events of default. As of September 30, 2019 , Zillow Group was in compliance with all financial covenants and no event of default had occurred. In certain circumstances Zillow Group may be obligated to fund some or all of the payment obligations under the credit agreements. Our revolving credit facilities also require that we establish, maintain and in certain circumstances that Zillow Group fund, certain specified reserve accounts. These reserve accounts include, but are not limited to, interest reserves, insurance, tax reserves, renovation cost reserves and reserves for specially permitted liens. Amounts funded to these reserve accounts and the collection accounts have been classified within our condensed consolidated balance sheets as restricted cash. For additional details related to our revolving credit facilities, see Note 22 herein and Note 14 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . Warehouse Lines of Credit To provide capital for Zillow Home Loans, we utilize warehouse lines of credit that are classified as current liabilities in our condensed consolidated balance sheets. The following table summarizes our warehouse lines of credit as of the periods presented (in thousands, except interest rates): Maturity Date Maximum Borrowing Capacity Outstanding Borrowings at September 30, 2019 Outstanding Borrowings at December 31, 2018 Weighted Average Interest Rate October 15, 2019 $ 50,000 $ — $ 14,125 4.89 % June 27, 2020 50,000 30,116 18,892 4.51 % Total $ 100,000 $ 30,116 $ 33,017 On July 11, 2019, Zillow Home Loans extended the term of its $50.0 million warehouse line of credit previously maturing on July 15, 2019 such that it now matures on October 15, 2019. On June 28, 2019, Zillow Home Loans amended and restated its warehouse line of credit previously maturing on June 29, 2019. The amended and restated credit agreement extends the term of the original agreement for one year , through June 27, 2020, and continues to provide for a maximum borrowing capacity of $50.0 million with availability under the warehouse line of credit limited depending on the types of loans originated. Borrowings on the warehouse lines of credit bear interest at the one-month LIBOR plus an applicable margin, as defined in the credit agreements governing each of the warehouse lines of credit. The warehouse lines of credit include customary representations and warranties, covenants and provisions regarding events of default. As of September 30, 2019, Zillow Home Loans was in compliance with all financial covenants and no event of default had occurred. For additional details related to our warehouse lines of credit, see Note 22 . Convertible Senior Notes The following table summarizes our outstanding convertible senior notes as of the periods presented (in thousands, except interest rates): Maturity Date Aggregate Principal Amount Fair Value at September 30, 2019 Fair Value at December 31, 2018 Stated Interest Rate Effective Interest Rate September 1, 2026 $ 500,000 $ 469,375 $ — 1.375 % 8.10 % September 1, 2024 600,000 573,900 — 0.75 % 7.67 % July 1, 2023 373,750 328,818 321,855 1.50 % 6.99 % December 1, 2021 460,000 455,492 446,200 2.00 % 7.44 % December 15, 2020 9,637 16,842 16,744 2.75 % N/A Total $ 1,943,387 $ 1,844,427 $ 784,799 The convertible notes are senior unsecured obligations and are classified as long-term debt in our condensed consolidated balance sheets. Interest on the convertible notes is paid semi-annually. As of September 30, 2019 and December 31, 2018 , respectively, the total unamortized debt discount and debt issuance costs for our outstanding senior convertible notes were $464.7 million and $144.4 million . 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. The convertible senior notes maturing in 2021, 2023, 2024 and 2026 are not redeemable or convertible as of September 30, 2019 . The convertible senior notes maturing in 2020 are convertible, at the option of the holder, and redeemable, at our option, as of September 30, 2019 . On September 9, 2019, Zillow Group issued $600.0 million aggregate principal amount of Convertible Senior Notes due 2024 (the “2024 Notes”) and $500.0 million aggregate principal amount of Convertible Senior Notes due 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers. The 2024 Notes bear interest at a fixed rate of 0.75% per year, and the 2026 Notes bear interest at a fixed rate of 1.375% per year, each payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020. The 2024 Notes and 2026 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. The 2024 Notes and the 2026 Notes are senior, unsecured obligations of the Company, and will mature on September 1, 2024 and September 1, 2026, respectively, unless earlier repurchased, redeemed or converted in accordance with their terms. The net proceeds from the issuance of the 2024 Notes were approximately $592.2 million and the net proceeds from the issuance of the 2026 Notes were approximately $493.5 million , in each case after deducting fees and expenses payable by the Company. We used approximately $75.2 million of the net proceeds from the issuance of the 2024 Notes and approximately $75.4 million of the net proceeds from the issuance of the 2026 Notes to pay the cost of the capped call transactions entered into in connection with the issuances (“Capped Call Confirmations”) described below. The Company intends to use the remainder of the net proceeds for general corporate purposes, which may include working capital, sales and marketing activities, general and administrative matters and capital expenditures. Prior to the close of business on the business day immediately preceding March 1, 2024 (for the 2024 Notes) or March 1, 2026 (for the 2026 Notes), the 2024 Notes and the 2026 Notes will be convertible at the option of the holders only under certain conditions. On or after March 1, 2024 (for the 2024 Notes) or March 1, 2026 (for the 2026 Notes), until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, holders may convert their 2024 Notes or 2026 Notes at their option at the conversion rate then in effect, irrespective of these conditions. The Company will settle conversions of the 2024 Notes and the 2026 Notes by paying or delivering, as the case may be, cash, shares of its Class C capital stock, or a combination of cash and shares of its Class C capital stock, at its election. The conversion rate for the 2024 Notes and 2026 Notes will initially be 22.9830 shares of Class C capital stock per $1,000 principal amount of 2024 Notes or 2026 Notes (equivalent to an initial conversion price of approximately $43.51 per share of Class C capital stock). The conversion rate and the corresponding conversion price will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The Company may redeem for cash all or part of the 2024 Notes or 2026 Notes, at its option, on or after September 5, 2022 (for the 2024 Notes) or September 5, 2023 (for the 2026 Notes), under certain circumstances, at a redemption price equal to 100% of the principal amount of the 2024 Notes or 2026 Notes, to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (as defined in the indentures governing the 2024 Notes and 2026 Notes). The conversion option does not meet the criteria for separate accounting as a derivative as it is indexed to our own stock. If the Company undergoes a fundamental change (as defined in the indentures governing the 2024 Notes and the 2026 Notes), holders may require the Company to repurchase for cash all or part of their 2024 Notes or 2026 Notes, as applicable, at a repurchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date (as defined in the indentures governing the 2024 Notes and the 2026 Notes). In addition, if certain fundamental changes occur, the Company may be required, in certain circumstances, to increase the conversion rate for any 2024 Notes or 2026 Notes converted in connection with such fundamental changes by a specified number of shares of its Class C capital stock. Certain events are also considered “Events of Default,” which may result in the acceleration of the maturity of the 2024 Notes or 2026 Notes, as described in the indentures governing the 2024 Notes and 2026 Notes. There are no financial covenants associated with the 2024 Notes or 2026 Notes. The Capped Call Confirmations are expected generally to reduce the potential dilution of our Class C capital stock upon any conversion of the 2024 Notes or 2026 Notes and/or offset the cash payments the Company is required to make in excess of the principal amount of such notes in the event that the market price of the Class C capital stock is greater than the strike price of the Capped Call Confirmations (which initially corresponds to the initial conversion price of such notes and is subject to certain adjustments under the terms of the Capped Call Confirmations), with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Confirmations. The Capped Call Confirmations with respect to the 2024 Notes have an initial cap price of $72.5175 per share, which represents a premium of approximately 125% over the closing price of the Company’s Class C capital stock on the Nasdaq Global Select Market on September 4, 2019, and is subject to certain adjustments under the terms of the Capped Call Confirmations. The Capped Call Confirmations with respect to the 2026 Notes have an initial cap price of $80.5750 per share, which represents a premium of approximately 150% over the closing price of the Company’s Class C capital stock on The Nasdaq Global Select Market on September 4, 2019, and is subject to certain adjustments under the terms of the Capped Call Confirmations. The Capped Call Confirmations will cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2024 Notes or 2026 Notes, the number of shares of Class C capital stock that will underlie such notes. The Capped Call Confirmations do not meet the criteria for separate accounting as a derivative as they are indexed to our own stock. The premiums paid for the Capped Call Confirmations have been included as a net reduction to additional paid-in capital within shareholders’ equity. We may not redeem the 2024 Notes prior to September 5, 2022 or the 2026 Notes prior to September 5, 2023. We may redeem for cash all or any portion of the 2024 Notes or 2026 Notes, at our option, in whole or in part on or after September 5, 2022 for the 2024 Notes or on or after September 5, 2023 for the 2026 Notes if the last reported sale price per share of our Class C capital stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. In accounting for the issuance of the 2024 Notes and the 2026 Notes, the Company separated the 2024 Notes and the 2026 Notes into liability and equity components. The carrying amount of the liability component for each of the 2024 Notes and 2026 Notes was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the 2024 Notes and the 2026 Notes, respectively. The difference between the principal amounts of the 2024 Notes and the 2026 Notes and their liability components represents their respective debt discounts, which are recorded as a direct deduction from the related debt liability in the condensed consolidated balance sheet and amortized to interest expense using the effective interest method over the term of the 2024 Notes and the 2026 Notes. The equity components of the 2024 Notes and 2026 Notes of $163.6 million and $172.3 million , respectively, net of issuance costs of $2.1 million and $2.3 million , respectively, are included in additional paid-in capital in the condensed consolidated balance sheet and are not remeasured as long as they continue to meet the conditions for equity classification. For additional details related to our 2024 Notes, please see Note 22 . For additional details related to our convertible senior notes maturing in 2020, 2021, and 2023, see Note 14 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 . |