Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-36853 | |
Entity Registrant Name | ZILLOW GROUP, INC. | |
Entity Incorporation, State or Country Code | WA | |
Entity Tax Identification Number | 47-1645716 | |
Entity Address, Address Line One | 1301 Second Avenue | |
Entity Address, Address Line Two | Floor 36 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98101 | |
City Area Code | 206 | |
Local Phone Number | 470-7000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001617640 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | ZG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 54,274,808 | |
Class B common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,217,447 | |
Class C capital stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class C Capital Stock, par value $0.0001 per share | |
Trading Symbol | Z | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 170,952,136 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,181 | $ 1,492 |
Short-term investments | 1,447 | 1,318 |
Accounts receivable, net | 115 | 96 |
Mortgage loans held for sale | 195 | 100 |
Prepaid expenses and other current assets | 189 | 140 |
Restricted cash | 2 | 3 |
Total current assets | 3,129 | 3,149 |
Contract cost assets | 23 | 23 |
Property and equipment, net | 356 | 328 |
Right of use assets | 63 | 73 |
Goodwill | 2,818 | 2,817 |
Intangible assets, net | 222 | 241 |
Other assets | 17 | 21 |
Total assets | 6,628 | 6,652 |
Current liabilities: | ||
Accounts payable | 39 | 28 |
Accrued expenses and other current liabilities | 111 | 107 |
Accrued compensation and benefits | 46 | 47 |
Borrowings under credit facilities | 182 | 93 |
Deferred revenue | 59 | 52 |
Lease liabilities, current portion | 16 | 37 |
Convertible senior notes, current portion | 1,025 | 607 |
Total current liabilities | 1,478 | 971 |
Lease liabilities, net of current portion | 89 | 95 |
Convertible senior notes, net of current portion | 497 | 1,000 |
Other long-term liabilities | 63 | 60 |
Total liabilities | 2,127 | 2,126 |
Commitments and contingencies (Note 12) | ||
Shareholders’ equity: | ||
Preferred stock, $0.0001 par value; authorized — 30,000,000 shares; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 6,322 | 6,301 |
Accumulated other comprehensive loss | (11) | (5) |
Accumulated deficit | (1,810) | (1,770) |
Total shareholders’ equity | 4,501 | 4,526 |
Total liabilities and shareholders’ equity | 6,628 | 6,652 |
Class A common stock | ||
Shareholders’ equity: | ||
Common stock/capital stock | 0 | 0 |
Class B common Stock | ||
Shareholders’ equity: | ||
Common stock/capital stock | 0 | 0 |
Class C capital stock | ||
Shareholders’ equity: | ||
Common stock/capital stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 30,000,000 | 30,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Class A common stock | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,245,000,000 | 1,245,000,000 |
Common stock, issued (in shares) | 54,274,808 | 55,282,702 |
Common stock, outstanding (in shares) | 54,274,808 | 55,282,702 |
Class B common Stock | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, issued (in shares) | 6,217,447 | 6,217,447 |
Common stock, outstanding (in shares) | 6,217,447 | 6,217,447 |
Class C capital stock | ||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, issued (in shares) | 170,914,834 | 171,853,566 |
Common stock, outstanding (in shares) | 170,914,834 | 171,853,566 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 572 | $ 506 | $ 1,101 | $ 975 |
Cost of revenue | 130 | 104 | 253 | 196 |
Gross profit | 442 | 402 | 848 | 779 |
Operating expenses: | ||||
Sales and marketing | 205 | 173 | 371 | 329 |
Technology and development | 144 | 140 | 291 | 277 |
General and administrative | 131 | 153 | 263 | 276 |
Impairment and restructuring costs | 0 | 2 | 6 | 8 |
Acquisition-related costs | 0 | 1 | 0 | 1 |
Total operating expenses | 480 | 469 | 931 | 891 |
Loss from operations | (38) | (67) | (83) | (112) |
Loss on extinguishment of debt | (1) | 0 | (1) | 0 |
Other income, net | 34 | 42 | 67 | 74 |
Interest expense | (10) | (9) | (19) | (18) |
Loss before income taxes | (15) | (34) | (36) | (56) |
Income tax expense | (2) | (1) | (4) | (1) |
Net loss | $ (17) | $ (35) | $ (40) | $ (57) |
Net loss per share - basic (usd per share) | $ (0.07) | $ (0.15) | $ (0.17) | $ (0.24) |
Net loss per share - diluted (usd per share) | $ (0.07) | $ (0.15) | $ (0.17) | $ (0.24) |
Weighted-average shares outstanding - basic (in shares) | 233,453 | 233,629 | 234,074 | 234,023 |
Weighted-average shares outstanding - diluted (in shares) | 233,453 | 233,629 | 234,074 | 234,023 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (17) | $ (35) | $ (40) | $ (57) |
Other comprehensive loss: | ||||
Net unrealized losses on investments | 0 | (16) | (6) | (4) |
Total other comprehensive loss | 0 | (16) | (6) | (4) |
Comprehensive loss | $ (17) | $ (51) | $ (46) | $ (61) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Millions | Total | Class A Common Stock, Class B Common Stock and Class C Capital Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2022 | 234,268 | ||||
Beginning balance at Dec. 31, 2022 | $ 4,482 | $ 0 | $ 6,109 | $ (1,612) | $ (15) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class C capital stock upon exercise of stock options (in shares) | 823 | ||||
Issuance of Class C capital stock upon exercise of stock options | 30 | 30 | |||
Vesting of restricted stock units (in shares) | 2,921 | ||||
Share-based compensation expense | 271 | 271 | |||
Repurchases of Class A common stock and class C capital stock (in shares) | (5,289) | ||||
Repurchases of Class A common stock and Class C capital stock | (236) | (236) | |||
Net loss | (57) | (57) | |||
Other comprehensive loss | (4) | (4) | |||
Ending balance (in shares) at Jun. 30, 2023 | 232,723 | ||||
Ending balance at Jun. 30, 2023 | 4,486 | $ 0 | 6,174 | (1,669) | (19) |
Beginning balance (in shares) at Mar. 31, 2023 | 233,994 | ||||
Beginning balance at Mar. 31, 2023 | 4,520 | $ 0 | 6,157 | (1,634) | (3) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class C capital stock upon exercise of stock options (in shares) | 450 | ||||
Issuance of Class C capital stock upon exercise of stock options | 17 | 17 | |||
Vesting of restricted stock units (in shares) | 1,556 | ||||
Share-based compensation expense | 150 | 150 | |||
Repurchases of Class A common stock and class C capital stock (in shares) | (3,277) | ||||
Repurchases of Class A common stock and Class C capital stock | (150) | (150) | |||
Net loss | (35) | (35) | |||
Other comprehensive loss | (16) | (16) | |||
Ending balance (in shares) at Jun. 30, 2023 | 232,723 | ||||
Ending balance at Jun. 30, 2023 | 4,486 | $ 0 | 6,174 | (1,669) | (19) |
Beginning balance (in shares) at Dec. 31, 2023 | 233,354 | ||||
Beginning balance at Dec. 31, 2023 | $ 4,526 | $ 0 | 6,301 | (1,770) | (5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class C capital stock upon exercise of stock options (in shares) | 1,624 | 1,624 | |||
Issuance of Class C capital stock upon exercise of stock options | $ 61 | 61 | |||
Vesting of restricted stock units (in shares) | 3,525 | ||||
Share-based compensation expense | 261 | 261 | |||
Repurchases of Class A common stock and class C capital stock (in shares) | (7,096) | ||||
Repurchases of Class A common stock and Class C capital stock | (301) | (301) | |||
Net loss | (40) | (40) | |||
Other comprehensive loss | (6) | (6) | |||
Ending balance (in shares) at Jun. 30, 2024 | 231,407 | ||||
Ending balance at Jun. 30, 2024 | 4,501 | $ 0 | 6,322 | (1,810) | (11) |
Beginning balance (in shares) at Mar. 31, 2024 | 236,176 | ||||
Beginning balance at Mar. 31, 2024 | 4,665 | $ 0 | 6,469 | (1,793) | (11) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Class C capital stock upon exercise of stock options (in shares) | 315 | ||||
Issuance of Class C capital stock upon exercise of stock options | 11 | 11 | |||
Vesting of restricted stock units (in shares) | 1,801 | ||||
Share-based compensation expense | 134 | 134 | |||
Repurchases of Class A common stock and class C capital stock (in shares) | (6,885) | ||||
Repurchases of Class A common stock and Class C capital stock | (292) | (292) | |||
Net loss | (17) | (17) | |||
Other comprehensive loss | 0 | ||||
Ending balance (in shares) at Jun. 30, 2024 | 231,407 | ||||
Ending balance at Jun. 30, 2024 | $ 4,501 | $ 0 | $ 6,322 | $ (1,810) | $ (11) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities | ||
Net loss | $ (40) | $ (57) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 115 | 85 |
Share-based compensation | 221 | 233 |
Amortization of right of use assets | 6 | 12 |
Amortization of contract cost assets | 9 | 11 |
Amortization of debt issuance costs | 3 | 3 |
Impairment costs | 6 | 6 |
Accretion of bond discount | (17) | (20) |
Other adjustments to reconcile net loss to net cash provided by operating activities | 8 | (5) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (19) | (19) |
Mortgage loans held for sale | (95) | (32) |
Prepaid expenses and other assets | (49) | (30) |
Contract cost assets | (9) | (11) |
Lease liabilities | (27) | (15) |
Accounts payable | 11 | 0 |
Accrued expenses and other current liabilities | 6 | 27 |
Accrued compensation and benefits | (1) | 2 |
Deferred revenue | 7 | 5 |
Other long-term liabilities | 0 | (2) |
Net cash provided by operating activities | 135 | 193 |
Investing activities | ||
Proceeds from maturities of investments | 474 | 806 |
Purchases of investments | (591) | (638) |
Purchases of property and equipment | (76) | (66) |
Purchases of intangible assets | (14) | (18) |
Net cash provided by (used in) investing activities | (207) | 84 |
Financing activities | ||
Net borrowings on warehouse line of credit and repurchase agreements | 89 | 29 |
Repurchases of Class A common stock and Class C capital stock | (301) | (236) |
Settlement of long-term debt | (89) | 0 |
Proceeds from exercise of stock options | 61 | 30 |
Net cash used in financing activities | (240) | (177) |
Net increase (decrease) in cash, cash equivalents and restricted cash during period | (312) | 100 |
Cash, cash equivalents and restricted cash at beginning of period | 1,495 | 1,468 |
Cash, cash equivalents and restricted cash at end of period | 1,183 | 1,568 |
Noncash transactions: | ||
Capitalized share-based compensation | 40 | 38 |
Write-off of fully depreciated property and equipment | $ 20 | $ 16 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business Zillow Group is reimagining real estate to make home a reality for more and more people. As the most visited real estate website in the United States, Zillow and its affiliates help people find and get the home they want by connecting them with digital solutions, dedicated partners and agents, and easier buying, selling, financing and renting experiences. Our portfolio of affiliates, subsidiaries and brands includes Zillow Premier Agent, Zillow Home Loans, our mortgage originations business and affiliate lender, Zillow Rentals, Trulia, StreetEasy, HotPads and Out East. In addition, Zillow Group provides a comprehensive suite of marketing software and technology solutions for the real estate industry, including ShowingTime+, Spruce and Follow Up Boss. Certain Significant Risks and Uncertainties We operate in a dynamic industry and, accordingly, can be affected by a variety of factors, which are uncertain and difficult to predict. For example, we believe that potential changes in any of the following areas may have a significant impact on us in terms of our future financial position, results of operations or cash flows: the current and future health and stability of the economy and United States residential real estate industry, including changes in inflationary conditions, interest rates, housing availability and affordability, labor shortages and supply chain issues; our ability to navigate industry changes, including as a result of certain or future class action lawsuits, settlements or government investigations; our ability to manage advertising and product inventory and pricing and maintain relationships with our real estate partners; our ability to comply with current and future rules and requirements promulgated by the NAR, multiple listing services, or other real estate industry groups or governing bodies, and to maintain or establish relationships with listing and data providers; our investment of resources to pursue strategies and develop new products and services that may not prove effective or that are not attractive for customers and real estate partners or that do not allow us to compete successfully; our ability to operate and grow Zillow Home Loans, our mortgage origination business and affiliate lender, including the ability to obtain or maintain sufficient financing and resell originated mortgages on the secondary market; the duration and impact of natural disasters, geopolitical events, and other catastrophic events (including public health crises) on our ability to operate, demand for our products or services or general economic conditions; outcomes of legal proceedings; our ability to attract, engage, and retain a highly skilled workforce; protection of Zillow Group’s information and systems against security breaches or disruptions in operations; reliance on third-party services to support critical functions of our business; protection of our brand and intellectual property; and changes in laws or government regulation affecting our business, among other things. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements include Zillow Group, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with GAAP and applicable rules and regulations of the 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, 2023. The condensed consolidated balance sheet as of December 31, 2023, included herein, was derived from the audited financial statements of Zillow Group, Inc. as of that date. Certain reclassifications of prior period amounts have been made to conform to the current period presentation. 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, 2024 and our results of operations, comprehensive loss, and shareholders’ equity for the three and six month periods ended June 30, 2024 and 2023, and cash flows for the six month periods ended June 30, 2024 and 2023. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, for any interim period, or for any other future year. 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, 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, including the initial and subsequent fair value measurements of assets (primarily intangible assets), liabilities and contingent consideration, 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 housing market and broader economy have introduced significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact the estimates previously listed, among others. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB issued guidance to improve existing disclosure requirements for segment reporting, primarily through enhanced disclosures about significant segment expenses and new disclosure requirements applicable to entities with a single reportable segment. This guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, on a retrospective basis. We expect to adopt this guidance for the annual period ending December 31, 2024. While we anticipate this guidance will result in new disclosure requirements for entities with a single reportable segment, we do not expect this new guidance to have a significant impact on our consolidated financial statements. In December 2023, the FASB issued guidance to enhance the income tax rate reconciliation disclosure requirements and to provide clarity on disclosure requirements for income taxes. This guidance is effective for annual periods beginning after December 15, 2024, and can be applied on a prospective or retrospective basis, with early adoption permitted. We expect to adopt this guidance for the annual period ending December 31, 2025. While we anticipate this guidance will result in additional disclosures related to income taxes, we do not expect this new guidance to have a significant impact on our consolidated financial statements. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments 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 that 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). Forward contracts — The fair value of mandatory loan sales commitments and derivative instruments such as forward sales of MBSs that are utilized as economic hedging instruments is calculated by reference to quoted prices for similar assets (Level 2). Contingent consideration — In December 2023, Zillow Group acquired Follow Up Boss for $399 million in cash, net of cash acquired, and contingent consideration of up to $100 million, payable over a three-year period upon achievement of certain performance metrics. The fair value of the contingent consideration is estimated using a Monte Carlo simulation which considers the probabilities of the achievement of certain performance metrics (Level 3). The discount rates used in our valuation of contingent consideration are based on our estimated cost of debt and are directly related to the fair value of contingent consideration. An increase in the discount rate, in isolation, would result in a decrease in the fair value measurement. Conversely, a decrease in the discount rate, in isolation, would result in an increase in the fair value measurement. The probabilities of achieving the relevant performance metrics used in our valuation of contingent consideration are directly related to the fair value of contingent consideration, as an increase in the probability, in isolation, would result in an increase in the fair value measurement. Conversely, a decrease in the probability, in isolation, would result in a decrease in the fair value measurement. During the three and six month periods ended June 30, 2024, there were no material changes in the unobservable inputs used in determining the fair value of contingent consideration included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. IRLCs — The fair value of 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 IRLC will ultimately result in a closed loan. For IRLCs that are canceled or expire, any recorded gain or loss is reversed at the end of the commitment period (Level 3). The pull-through rate is based on estimated changes in market conditions, loan stage and historical borrower behavior. Pull-through rates are directly related to the fair value of IRLCs as an increase in the pull-through rate, in isolation, would result in an increase in the fair value measurement. Conversely, a decrease in the pull-through rate, in isolation, would result in a decrease in the fair value measurement. Changes in the fair value of IRLCs are included within revenue in our condensed consolidated statements of operations. 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, 2024 December 31, 2023 Range 46% - 100% 45% - 100% Weighted-average 87% 85% We manage our interest rate risk related to IRLCs and mortgage loans held for sale through the use of derivative instruments, generally forward contracts on MBSs, which are commitments to either purchase or sell a financial instrument at a future date for a specified price, and mandatory loan commitments, which are an obligation by an investor to buy loans at a specified price within a specified time period. We do not enter into or hold derivatives for trading or speculative purposes, and our derivatives are not designated as hedging instruments. Changes in the fair value of our derivative financial instruments are recognized in revenue in our condensed consolidated statements of operations. The following table presents the notional amounts of the economic hedging instruments related to our mortgage loans held for sale as of the dates presented (in millions): June 30, 2024 December 31, 2023 IRLCs $ 254 $ 167 Forward contracts (1) $ 363 $ 218 (1) Represents net notional amounts. We do not have the right to offset our forward contract derivative positions. The following table presents the amortized cost, as applicable, and estimated fair market value of assets and liabilities measured at fair value on a recurring basis and by category as of the dates presented (in millions): June 30, 2024 December 31, 2023 Amortized Estimated Amortized Estimated Assets Cash $ 7 $ 7 $ 50 $ 50 Cash equivalents: Money market funds 1,109 1,109 1,440 1,440 U.S. government treasury securities 65 65 2 2 Short-term investments: U.S. government treasury securities (1) 1,232 1,222 1,149 1,143 Corporate bonds 207 206 160 161 U.S. government agency securities 14 14 14 14 Commercial paper 5 5 — — Mortgage origination-related: Mortgage loans held for sale — 195 — 100 IRLCs - other current assets — 4 — 3 Forward contracts - other current assets — 1 — — Restricted cash 2 2 3 3 Total assets measured at fair value on a recurring basis $ 2,641 $ 2,830 $ 2,818 $ 2,916 Liabilities Mortgage origination-related: Forward contracts - accrued expenses and other current liabilities $ — $ — $ — $ 1 Contingent consideration: Contingent consideration - accrued expenses and other current liabilities — 31 — 30 Contingent consideration - other long-term liabilities — 55 — 51 Total liabilities measured at fair value on a recurring basis $ — $ 86 $ — $ 82 (1) The estimated fair market value includes $10 million and $6 million of gross unrealized losses as of June 30, 2024 and December 31, 2023, respectively. The following table presents available-for-sale investments by contractual maturity date as of June 30, 2024 (in millions): Amortized Cost Estimated Fair Due in one year or less $ 681 $ 673 Due after one year 777 774 Total $ 1,458 $ 1,447 See Note 7 for the carrying amounts and estimated fair values of our convertible senior notes. |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The following table presents the detail of property and equipment as of the dates presented (in millions): June 30, 2024 December 31, 2023 Website development costs $ 539 $ 452 Leasehold improvements 47 48 Computer equipment 18 19 Office equipment, furniture and fixtures 18 20 Property and equipment 622 539 Less: accumulated amortization and depreciation (266) (211) Property and equipment, net $ 356 $ 328 We recorded depreciation expense related to property and equipment (other than website development costs) of $4 million and $6 million for the three months ended June 30, 2024 and 2023, respectively, and $8 million and $12 million for the six months ended June 30, 2024 and 2023, respectively. We capitalized website development costs of $54 million and $50 million for the three months ended June 30, 2024 and 2023, respectively, and $106 million and $95 million for the six months ended June 30, 2024 and 2023, respectively. Amortization expense for website development costs included in cost of revenue was $36 million and $27 million for the three months ended June 30, 2024 and 2023, respectively, and $69 million and $49 million for the six months ended June 30, 2024 and 2023, respectively. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisitions | Acquisitions Acquisition of Follow Up Boss On December 8, 2023, Zillow Group acquired Follow Up Boss, a customer relationship management system for real estate professionals, for $399 million in cash, net of cash acquired, and contingent consideration of up to $100 million in cash, payable over a three-year period upon achievement of certain performance metrics. See Note 3 for additional information regarding the preliminary fair value of contingent consideration. The acquisition is consistent with our strategy to invest in a more integrated software experience for our customers. The acquisition of Follow Up Boss has been accounted for as a business combination, and assets acquired and liabilities assumed were generally recorded at their preliminary estimated fair values, in accordance with the applicable accounting guidance. Goodwill represents the expected synergies from combining the acquired assets and the operations of the acquirer as well as intangible assets that do not qualify for separate recognition. Goodwill recorded in connection with the acquisition is deductible for tax purposes. The total preliminary purchase price has been allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their preliminarily estimated fair values at the acquisition date, as follows (in millions): Preliminary purchase price: Cash $ 403 Contingent consideration 81 Total preliminary purchase price $ 484 Identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 4 Goodwill 402 Intangible assets 86 Deferred revenue (7) Other liabilities (1) Total preliminary purchase price $ 484 The preliminary estimated fair value of the identifiable intangible assets acquired and associated useful lives consisted of the following (in millions): Preliminary Estimated Fair Value Estimated Weighted-Average Useful Life (in years) Developed technology $ 50 4 Customer relationships 34 7 Trade names and trademarks 2 7 Total $ 86 Estimated fair values of the identifiable intangible assets acquired were determined by management, based in part on a preliminary valuation performed by an independent third-party valuation specialist. We used an income approach to measure the fair value of the customer relationships intangible asset acquired 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 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. The purchase price allocation for the Follow Up Boss acquisition is preliminary and subject to change during the measurement period up to one year from the acquisition date. We made an initial allocation of the purchase price at the date of the acquisition based upon information available and our understanding of the estimates used to determine the preliminary fair value of acquired assets, assumed liabilities and contingent consideration. We are in the process of specifically identifying the amounts assigned to certain tangible assets acquired and liabilities assumed and contingent consideration. As of June 30, 2024, the measurement period (not to extend beyond one year) is open for the Follow Up Boss acquisition; therefore, assets acquired, liabilities assumed, and contingent consideration are subject to adjustment until the end of the measurement period. Acquisitions of Aryeo and Spruce On July 31, 2023, Zillow Group acquired Aryeo, a software company that serves real estate photographers, in exchange for approximately $15 million in cash, net of cash acquired, and 380,259 shares of our Class C capital stock with a value of $20 million, for total consideration of $35 million, net of cash acquired. On September 11, 2023, Zillow Group acquired substantially all of the assets and liabilities of Spruce, a tech-enabled title and escrow platform, in exchange for approximately $19 million in cash, net of cash acquired. The acquisitions of Aryeo and Spruce have been accounted for as business combinations, and assets acquired and liabilities assumed were recorded at their estimated fair values. Goodwill represents the expected synergies from combining the acquired assets and the operations of the acquirer as well as intangible assets that do not qualify for separate recognition. Goodwill recorded in connection with the acquisition of Aryeo is not deductible for tax purposes, and goodwill recorded in connection with the acquisition of Spruce is deductible for tax purposes. The total purchase prices have been allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the acquisition date, as follows (in millions): Aryeo Spruce Cash and cash equivalents $ 3 $ 5 Goodwill 26 16 Intangible assets 11 2 Other assets — 2 Liabilities (2) (1) Total purchase price $ 38 $ 24 The estimated fair value of the identifiable intangible assets acquired and associated useful lives consisted of the following (in millions): Aryeo Spruce Estimated Fair Value Estimated Useful Life (in years) Estimated Fair Value Estimated Useful Life (in years) Customer relationships $ 5 5 $ — — Purchased content 4 3 — — Developed technology 2 3 2 3 Total $ 11 $ 2 We used an income approach to measure the fair value of the customer relationships intangible asset acquired from Aryeo 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 a cost approach to measure the fair value of purchased content acquired from Aryeo. We used an income approach to measure the fair value of the developed technology acquired from Aryeo and Spruce 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 the acquisitions, are included within acquisition-related costs in our condensed consolidated statements of operations and were expensed as incurred. Aggregate acquisition-related costs for the acquisitions of Follow Up Boss, Aryeo, and Spruce were not material to our financial statements. Unaudited pro forma revenue and earnings information related to the acquisitions has not been presented as the aggregate effects of the acquisitions of Follow Up Boss, Aryeo and Spruce were not material to our condensed consolidated financial statements. |
Intangible Assets, net
Intangible Assets, net | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net The following tables present the detail of intangible assets as of the dates presented (in millions): June 30, 2024 Cost Accumulated Amortization Net Customer relationships $ 98 $ (26) $ 72 Developed technology 104 (44) 60 Software 97 (38) 59 Trade names and trademarks 47 (22) 25 Purchased content 19 (13) 6 Total $ 365 $ (143) $ 222 December 31, 2023 Cost Accumulated Amortization Net Customer relationships $ 98 $ (19) $ 79 Developed technology 104 (30) 74 Software 84 (29) 55 Trade names and trademarks 47 (20) 27 Purchased content 17 (11) 6 Total $ 350 $ (109) $ 241 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in millions): June 30, 2024 December 31, 2023 Master repurchase agreements: JPMorgan Chase Bank, N.A. $ 111 $ 40 UBS AG 71 45 Atlas Securitized Products, L.P. (1) — 8 Total master repurchase agreements 182 93 Convertible senior notes 2026 Notes 497 496 2025 Notes 417 504 2024 Notes 608 607 Total convertible senior notes 1,522 1,607 Total debt $ 1,704 $ 1,700 (1) Agreement expired on March 11, 2024 and was not renewed. Credit Facilities We utilize master repurchase agreements to provide capital for Zillow Home Loans. The following table summarizes certain details related to our outstanding master repurchase agreements as of June 30, 2024 (in millions, except interest rates): Lender Maturity Date Maximum Borrowing Capacity Borrowings Outstanding Available Borrowing Capacity Weighted-Average Interest Rate JPMorgan Chase Bank, N.A. May 1, 2025 $ 150 $ 111 $ 39 7.07 % UBS AG October 9, 2024 100 71 29 7.07 % Total $ 250 $ 182 $ 68 On May 2, 2024, the Zillow Home Loans master repurchase agreement with JPMorgan Chase Bank, N.A. was amended and renewed. The amended master repurchase agreement increased the total maximum borrowing capacity from $100 million to $150 million, $1 million of which is committed, and is scheduled to expire on May 1, 2025. In accordance with the master repurchase agreements, the Lenders agreed to pay Zillow Home Loans a negotiated purchase price for eligible loans, and Zillow Home Loans 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, 2024 and December 31, 2023, $190 million and $99 million, respectively, in mortgage loans held for sale were pledged as collateral under the master repurchase agreements. Borrowings on the master repurchase agreements bear interest at a floating rate based on SOFR plus an applicable margin, as defined by the governing agreements. The master repurchase agreements include customary representations and warranties, covenants and provisions regarding events of default. As of June 30, 2024, Zillow Home Loans was in compliance with all financial covenants and no event of default had occurred. The master repurchase agreements 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 repurchase agreements, see Note 11 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Convertible Senior Notes The following tables summarize certain details related to our outstanding Notes as of the dates presented or for the periods ended (in millions, except interest rates): June 30, 2024 December 31, 2023 Maturity Date Aggregate Principal Amount Stated Interest Rate Effective Interest Rate Semi-Annual Interest Payment Dates Unamortized Debt Issuance Costs Fair Value Unamortized Debt Issuance Costs Fair Value September 1, 2026 $ 499 1.375 % 1.57 % March 1; September 1 $ 2 $ 604 $ 3 $ 681 May 15, 2025 419 2.75 % 3.20 % May 15; November 15 2 411 3 560 September 1, 2024 608 0.75 % 1.02 % March 1; September 1 — 664 1 825 Total $ 1,526 $ 4 $ 1,679 $ 7 $ 2,066 Three Months Ended Three Months Ended Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense 2026 Notes $ 1 $ 1 $ 2 $ 2 $ 1 $ 3 2025 Notes 3 — 3 4 1 5 2024 Notes 2 — 2 1 — 1 Total $ 6 $ 1 $ 7 $ 7 $ 2 $ 9 Six Months Ended Six Months Ended Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense 2026 Notes $ 3 $ 1 $ 4 $ 4 $ 1 $ 5 2025 Notes 6 1 7 8 1 9 2024 Notes 3 1 4 2 1 3 Total $ 12 $ 3 $ 15 $ 14 $ 3 $ 17 The Notes are senior unsecured obligations. The 2026 Notes are classified as long-term debt and the 2025 Notes and 2024 Notes are classified as current liabilities in our condensed consolidated balance sheets based on their contractual maturity dates. Interest on the convertible notes is paid semi-annually in arrears. The estimated fair value of the Notes is classified as Level 2 and was determined through consideration of quoted market prices in markets that are not active. The 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 dates, unless earlier repurchased, redeemed or converted in accordance with their terms. The following table summarizes the conversion and redemption options with respect to the Notes: Early Conversion Date Conversion Rate Conversion Price Optional Redemption Date 2026 Notes March 1, 2026 22.9830 $ 43.51 September 5, 2023 2025 Notes November 15, 2024 14.8810 67.20 May 22, 2023 2024 Notes March 1, 2024 22.9830 43.51 September 5, 2022 During the three months ended June 30, 2024 and in accordance with our Repurchase Authorizations, we repurchased $88 million aggregate principal amount of the 2025 Notes through open market transactions for $89 million in cash, including accrued interest, resulting in a loss on extinguishment of debt of $1 million recognized in our condensed consolidated statements of operations. For additional information on the Repurchase Authorizations, see Note 9 under the subsection titled “Share Repurchase Authorizations.” The following table summarizes certain details related to the capped call confirmations with respect to the convertible senior notes: Maturity Date Initial Cap Price Cap Price Premium September 1, 2026 $ 80.5750 150 % September 1, 2024 72.5175 125 % The last reported sale price of our Class C capital stock did not equal or exceed 130% of the conversion price of any series of the Notes for at least 20 trading days during the 30 consecutive trading days ended June 30, 2024. Accordingly, the 2025 Notes and 2026 Notes are not convertible at the option of the holders during the three months ending September 30, 2024. On or after March 1, 2024, until the close of business on the second scheduled trading day immediately preceding the applicable Maturity Date, holders may convert the 2024 Notes at their option at the applicable Conversion Rate then in effect. Any conversions of the 2024 Notes will be settled on the applicable Maturity Date. For additional details related to our convertible senior notes, see Note 11 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We are subject to income taxes in the United States (federal and state) and certain foreign jurisdictions. As of June 30, 2024 and December 31, 2023, 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 $1.4 billion as of December 31, 2023, which are available to reduce future taxable income. We have accumulated state tax losses of approximately $56 million (tax effected) as of December 31, 2023. 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. Income tax expense was not material for the three or six month periods ended June 30, 2024 and 2023. |
Share Repurchase Authorizations
Share Repurchase Authorizations | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Share Repurchase Authorizations | Share Repurchase Authorizations The Board has authorized the repurchase of up to $2.5 billion of our Class A common stock, Class C capital stock, outstanding convertible senior notes or a combination thereof. For additional information on these authorizations, see Note 13 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Repurchases of stock under the Repurchase Authorizations may be made in open-market transactions or privately negotiated transactions, or in such other manner as deemed appropriate by management, and may be made from time to time as determined by management depending on market conditions, share price, trading volume, cash needs and other business factors, in each case as permitted by securities laws and other legal requirements. As of June 30, 2024, $381 million remained available for future repurchases pursuant to the Repurchase Authorizations. The following table summarizes our Class A common stock and Class C capital stock repurchase activity under the Repurchase Authorizations for the periods presented (in millions, except share data, which are presented in thousands, and per share amounts): Three Months Ended Three Months Ended Class A common stock Class C capital stock Class A common stock Class C capital stock Shares repurchased 981 5,904 496 2,781 Weighted-average price per share $ 41.92 $ 42.41 $ 45.18 $ 45.86 Total purchase price $ 41 $ 251 $ 23 $ 127 Six Months Ended Six Months Ended Class A common stock Class C capital stock Class A common stock Class C capital stock Shares repurchased 1,100 5,996 810 4,479 Weighted-average price per share $ 42.26 $ 42.45 $ 44.12 $ 44.76 Total purchase price $ 46 $ 255 $ 36 $ 200 |
Share-Based Awards
Share-Based Awards | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Awards | Share-Based Awards In addition to the option awards and restricted stock units typically granted under the 2020 Plan which vest quarterly over four years, during the first quarter of 2023, the Compensation Committee of the Board approved option and restricted stock unit awards granted under the 2020 Plan in connection with the 2022 annual review cycle that vest quarterly over three years. 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. For additional information regarding our share-based awards, see Note 14 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Option Awards The following table summarizes option award activity for the six months ended June 30, 2024: Number Weighted- Weighted- Average Remaining Contractual Life (in years) Aggregate Outstanding at January 1, 2024 32,524 $ 44.18 6.9 $ 495 Granted 2,853 55.11 Exercised (1,624) 37.79 Forfeited or canceled (346) 43.34 Outstanding at June 30, 2024 33,407 45.43 6.6 158 Vested and exercisable at June 30, 2024 22,047 44.72 5.6 120 The following assumptions were used to determine the fair value of option awards granted for the periods presented: Three Months Ended Six Months Ended 2024 2023 2024 2023 Expected volatility 59% 61% 57% - 61% 55% - 61% Risk-free interest rate 4.50% 3.75% 4.14% - 4.50% 3.75% - 4.04% Weighted-average expected life 5.5 years 5.3 years 5.5 - 6.8 years 5.3 - 6.5 years Weighted-average fair value of options granted $29.69 $25.81 $31.93 $23.76 As of June 30, 2024, there was a total of $314 million in unrecognized compensation cost related to unvested option awards. Restricted Stock Units The following table summarizes activity for restricted stock units for the six months ended June 30, 2024: Restricted Weighted-Average Grant Date Fair Value Unvested outstanding at January 1, 2024 12,038 $ 45.42 Granted 6,275 54.88 Vested (3,525) 46.49 Forfeited (604) 47.67 Unvested outstanding at June 30, 2024 14,184 49.24 As of June 30, 2024, there was a total of $652 million in unrecognized compensation cost related to unvested restricted stock units. 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 millions): Three Months Ended Six Months Ended 2024 2023 2024 2023 Cost of revenue $ 4 $ 4 $ 8 $ 8 Sales and marketing 20 19 38 35 Technology and development 42 42 84 81 General and administrative 47 65 91 109 Total share-based compensation $ 113 $ 130 $ 221 $ 233 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share For the periods presented, the following Class C capital stock equivalents were excluded from the calculations of diluted net loss per share because their effect would have been antidilutive (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Weighted-average Class C capital stock option awards outstanding 19,091 22,315 20,935 20,045 Weighted-average Class C capital stock restricted stock units outstanding 14,877 15,366 13,776 13,746 Class C capital stock issuable upon conversion of the Notes 32,410 33,855 32,697 33,855 Total Class C capital stock equivalents 66,378 71,536 67,408 67,646 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments During the three and six months ended June 30, 2024, there were no material changes to the commitments disclosed in Note 16 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. 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, 2024 or December 31, 2023. 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 seven 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 (the “Court”) was granted on May 28, 2020. On September 18, 2020, we filed four Inter Partes Review (“IPR”) petitions before the U.S. Patent and Trial Appeal Board (“PTAB”) seeking the PTAB’s review of the patentability with respect to three of the patents asserted by IBM in the lawsuit. On March 15, 2021, the PTAB instituted IPR proceedings with respect to two of the three patents for which we filed petitions. On March 22, 2021, the PTAB denied institution with respect to the last of the 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 two of the four patents on which we filed our motion. On August 31, 2021, the 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 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, which judgment was affirmed by the Federal Circuit on October 17, 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 others it was not. On October 28, 2022, the Court found one of the two patents upon which the parties were proceeding in this action as invalid, and dismissed IBM’s claim relating to that patent. Following the Court’s ruling, on October 28, 2022, the parties filed a joint stipulation with the Court seeking a stay of this action, which was granted by the Court on November 1, 2022. On November 25, 2022, Zillow filed a motion to join an IPR petition within Ebates Performance Mktg., Inc. d/b/a Rakuten Rewards v. Int ’ l Bus. Machs. Corp. (“Rakuten IPR”), IPR2022-00646 concerning the final remaining patent in this action, which the Court granted on April 20, 2023. On October 11, 2023, the PTAB ruled on the Rakuten IPR finding the claims of the patent asserted against Zillow unpatentable. IBM appealed the PTAB’s decision on November 21, 2023 (the “PTAB Appeal”), and cross appeals were filed by Ebates Performance Marketing Inc. on November 21, 2023 and by us on December 15, 2023. On March 20, 2024, IBM voluntarily dismissed all claims filed in this action against Zillow with prejudice, with the exception of those pertaining to the patent asserted within the pending PTAB Appeal. On June 21, 2024 we filed our response to the PTAB Appeal. On July 30, 2024, IBM filed its reply in further support of the PTAB Appeal. 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 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 Court, alleging, among other things, that the Company has infringed and continues to willfully infringe five 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 an IPR with the PTAB with respect to one patent included in the second lawsuit. On October 6, 2021, the stay of this action was lifted, except for proceedings relating to the one 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 one patent for which an IPR was still pending. On March 10, 2022, the PTAB rendered its decision denying Zillow’s IPR. On August 1, 2022, IBM filed an appeal of the Court’s ruling with respect to two of the dismissed patents, which ruling was affirmed by the appeals court on January 9, 2024. On March 20, 2024, IBM voluntarily dismissed all claims filed in this action against Zillow with prejudice and the Clerk of Court was directed to close the case. On November 16, 2021, November 19, 2021 and January 6, 2022, three 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 three 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 Court and were consolidated on February 16, 2022 (the “Federal Securities Suit”). 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, plaintiffs filed their opposition to the motion to dismiss on September 2, 2022, and we filed a reply in support of the motion to dismiss on October 11, 2022. On December 7, 2022, the Court rendered its decision granting defendants’ motion to dismiss, in part, and denying the motion, in part. On January 23, 2023, the defendants filed their answer to the consolidated complaint. On March 14, 2024, plaintiffs filed a motion for class certification, we filed our opposition on April 26, 2024 and plaintiffs filed their reply on June 7, 2024. On July 5, 2024, plaintiffs filed a motion for leave to file an amended complaint. 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. On March 10, 2022, May 5, 2022 and July 20, 2022, shareholder derivative suits were filed in Court and on July 25, 2022, a shareholder derivative suit was filed in the Superior Court of the State of Washington, King County (the “2022 State Suit”), 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 and September 14, 2022, the Court issued orders consolidating the three federal derivative suits and staying the consolidated action until further order of the Court, which stay was further continued by the Court on September 6, 2023. On September 15, 2022, the Superior Court of the State of Washington entered a temporary stay in the 2022 State Suit. Upon the filing of the defendants’ answer in the related securities class action lawsuit on January 23, 2023, the stay in the 2022 State Suit was lifted. A partial stay was then reentered in the 2022 State Suit, which expired on February 1, 2024. On May 17, 2024, the Court issued an order staying the 2022 State Suit until after trial in the Federal Securities Suit. On August 23, 2023, a second shareholder derivative suit was filed in the Superior Court of the State of Washington, King County (the “2023 State Suit”). On May 24, 2024, we filed a motion to dismiss and a motion to stay the 2023 State Suit, to which plaintiffs filed an opposition on June 25, 2024, and we filed a reply on July 29, 2024. 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. For additional information regarding our indemnifications, 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, 2023. |
Revenue and Contract Balances
Revenue and Contract Balances | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Contract Balances | Revenue and Contract Balances We recognize revenue when or as we satisfy our performance obligations by transferring control of the promised products or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products or services. See Note 2 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional information on our revenue from contracts with customers and contract balances. Disaggregation of Revenue The following table presents our revenue disaggregated by category for the periods presented (in millions): Three Months Ended Six Months Ended 2024 2023 2024 2023 Residential $ 409 $ 380 $ 802 $ 741 Rentals 117 91 214 165 Mortgages 34 24 65 50 Other 12 11 20 19 Total revenue $ 572 $ 506 $ 1,101 $ 975 Contract Balances Contract assets totaled $134 million and $90 million as of June 30, 2024 and December 31, 2023, respectively. As of June 30, 2024, the average remaining recognition period for our contract asset related to our Premier Agent Flex offering is five months. For the three months ended June 30, 2024, the opening balance of deferred revenue was $58 million, of which $49 million was recognized as revenue during the period. For the three months ended June 30, 2023, the opening balance of deferred revenue was $49 million, of which $46 million was recognized as revenue during the period. For the six months ended June 30, 2024, the opening balance of deferred revenue was $52 million, of which $47 million was recognized as revenue during the period. For the six months ended June 30, 2023, the opening balance of deferred revenue was $44 million, of which $42 million was recognized as revenue during the period. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (17) | $ (35) | $ (40) | $ (57) |
Insider Trading Arrangements
Insider Trading Arrangements - shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | |
Trading Arrangements, by Individual | |||
Non-Rule 10b5-1 Arrangement Adopted | false | ||
Rule 10b5-1 Arrangement Terminated | false | ||
Non-Rule 10b5-1 Arrangement Terminated | false | ||
Claire Cormier Thelke [Member] | |||
Trading Arrangements, by Individual | |||
Material Terms of Trading Arrangement | On June 10, 2024, Claire Cormier Thielke, member of the Board, entered into a 10b5-1 sales plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. This 10b5-1 sales plan provides for an aggregate sale of (i) 1,413 shares of Class C capital stock plus (ii) an indeterminate number of shares of Class C capital stock related to the future vesting of certain restricted stock units between September 1, 2024 and March 1, 2025. This 10b5-1 sales plan will become effective on September 16, 2024 and will terminate on March 4, 2025, subject to earlier termination as provided in this 10b5-1 sales plan. | ||
Name | Claire Cormier Thielke | ||
Title | member of the Board | ||
Rule 10b5-1 Arrangement Adopted | true | ||
Adoption Date | June 10, 2024 | ||
Expiration Date | March 4, 2025 | ||
Arrangement Duration | 169 days | ||
Aggregate Available | 1,413 | 1,413 | |
Jeremy Wacksman [Member] | |||
Trading Arrangements, by Individual | |||
Material Terms of Trading Arrangement | In addition, in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2024, the Company inadvertently omitted disclosure regarding the entry into a 10b5-1 sales plan by Jeremy Wacksman, Chief Operating Officer, on February 16, 2024. This 10b5-1 sales plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and provides for the sale of an indeterminate number of shares of Class C capital stock related to the vesting of restricted stock units. This 10b5-1 sales plan became effective on May 17, 2024 and will terminate on February 18, 2025, subject to earlier termination upon the sale of all shares of Class C capital stock subject to this 10b5-1 sales plan or as otherwise provided in this 10b5-1 sales plan. | ||
Name | Jeremy Wacksman | ||
Title | Chief Operating Officer | ||
Rule 10b5-1 Arrangement Adopted | true | ||
Adoption Date | February 16, 2024 | ||
Expiration Date | February 18, 2025 | ||
Arrangement Duration | 277 days |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include Zillow Group, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in conformity with GAAP and applicable rules and regulations of the 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, 2023. The condensed consolidated balance sheet as of December 31, 2023, included herein, was derived from the audited financial statements of Zillow Group, Inc. as of that date. Certain reclassifications of prior period amounts have been made to conform to the current period presentation. 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, 2024 and our results of operations, comprehensive loss, and shareholders’ equity for the three and six month periods ended June 30, 2024 and 2023, and cash flows for the six month periods ended June 30, 2024 and 2023. The results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, for any interim period, or for any other future year. |
Use of Estimates | 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, 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, including the initial and subsequent fair value measurements of assets (primarily intangible assets), liabilities and contingent consideration, 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 housing market and broader economy have introduced significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact the estimates previously listed, among others. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB issued guidance to improve existing disclosure requirements for segment reporting, primarily through enhanced disclosures about significant segment expenses and new disclosure requirements applicable to entities with a single reportable segment. This guidance is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, on a retrospective basis. We expect to adopt this guidance for the annual period ending December 31, 2024. While we anticipate this guidance will result in new disclosure requirements for entities with a single reportable segment, we do not expect this new guidance to have a significant impact on our consolidated financial statements. In December 2023, the FASB issued guidance to enhance the income tax rate reconciliation disclosure requirements and to provide clarity on disclosure requirements for income taxes. This guidance is effective for annual periods beginning after December 15, 2024, and can be applied on a prospective or retrospective basis, with early adoption permitted. We expect to adopt this guidance for the annual period ending December 31, 2025. While we anticipate this guidance will result in additional disclosures related to income taxes, we do not expect this new guidance to have a significant impact on our consolidated financial statements. |
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 that 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). Forward contracts — The fair value of mandatory loan sales commitments and derivative instruments such as forward sales of MBSs that are utilized as economic hedging instruments is calculated by reference to quoted prices for similar assets (Level 2). Contingent consideration — In December 2023, Zillow Group acquired Follow Up Boss for $399 million in cash, net of cash acquired, and contingent consideration of up to $100 million, payable over a three-year period upon achievement of certain performance metrics. The fair value of the contingent consideration is estimated using a Monte Carlo simulation which considers the probabilities of the achievement of certain performance metrics (Level 3). The discount rates used in our valuation of contingent consideration are based on our estimated cost of debt and are directly related to the fair value of contingent consideration. An increase in the discount rate, in isolation, would result in a decrease in the fair value measurement. Conversely, a decrease in the discount rate, in isolation, would result in an increase in the fair value measurement. The probabilities of achieving the relevant performance metrics used in our valuation of contingent consideration are directly related to the fair value of contingent consideration, as an increase in the probability, in isolation, would result in an increase in the fair value measurement. Conversely, a decrease in the probability, in isolation, would result in a decrease in the fair value measurement. During the three and six month periods ended June 30, 2024, there were no material changes in the unobservable inputs used in determining the fair value of contingent consideration included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. IRLCs — The fair value of 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 IRLC will ultimately result in a closed loan. For IRLCs that are canceled or expire, any recorded gain or loss is reversed at the end of the commitment period (Level 3). The pull-through rate is based on estimated changes in market conditions, loan stage and historical borrower behavior. Pull-through rates are directly related to the fair value of IRLCs as an increase in the pull-through rate, in isolation, would result in an increase in the fair value measurement. Conversely, a decrease in the pull-through rate, in isolation, would result in a decrease in the fair value measurement. Changes in the fair value of IRLCs are included within revenue in our condensed consolidated statements of operations. 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, 2024 December 31, 2023 Range 46% - 100% 45% - 100% Weighted-average 87% 85% |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | 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, 2024 December 31, 2023 Range 46% - 100% 45% - 100% Weighted-average 87% 85% |
Schedule of Notional Amounts | The following table presents the notional amounts of the economic hedging instruments related to our mortgage loans held for sale as of the dates presented (in millions): June 30, 2024 December 31, 2023 IRLCs $ 254 $ 167 Forward contracts (1) $ 363 $ 218 (1) Represents net notional amounts. We do not have the right to offset our forward contract derivative positions. |
Schedule of Balances of Cash Equivalents and Investments | The following table presents the amortized cost, as applicable, and estimated fair market value of assets and liabilities measured at fair value on a recurring basis and by category as of the dates presented (in millions): June 30, 2024 December 31, 2023 Amortized Estimated Amortized Estimated Assets Cash $ 7 $ 7 $ 50 $ 50 Cash equivalents: Money market funds 1,109 1,109 1,440 1,440 U.S. government treasury securities 65 65 2 2 Short-term investments: U.S. government treasury securities (1) 1,232 1,222 1,149 1,143 Corporate bonds 207 206 160 161 U.S. government agency securities 14 14 14 14 Commercial paper 5 5 — — Mortgage origination-related: Mortgage loans held for sale — 195 — 100 IRLCs - other current assets — 4 — 3 Forward contracts - other current assets — 1 — — Restricted cash 2 2 3 3 Total assets measured at fair value on a recurring basis $ 2,641 $ 2,830 $ 2,818 $ 2,916 Liabilities Mortgage origination-related: Forward contracts - accrued expenses and other current liabilities $ — $ — $ — $ 1 Contingent consideration: Contingent consideration - accrued expenses and other current liabilities — 31 — 30 Contingent consideration - other long-term liabilities — 55 — 51 Total liabilities measured at fair value on a recurring basis $ — $ 86 $ — $ 82 (1) The estimated fair market value includes $10 million and $6 million of gross unrealized losses as of June 30, 2024 and December 31, 2023, respectively. |
Schedule of Debt Securities, Available-for-sale | The following table presents available-for-sale investments by contractual maturity date as of June 30, 2024 (in millions): Amortized Cost Estimated Fair Due in one year or less $ 681 $ 673 Due after one year 777 774 Total $ 1,458 $ 1,447 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Detail of Property and Equipment | The following table presents the detail of property and equipment as of the dates presented (in millions): June 30, 2024 December 31, 2023 Website development costs $ 539 $ 452 Leasehold improvements 47 48 Computer equipment 18 19 Office equipment, furniture and fixtures 18 20 Property and equipment 622 539 Less: accumulated amortization and depreciation (266) (211) Property and equipment, net $ 356 $ 328 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Preliminary Purchase Price | The total preliminary purchase price has been allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their preliminarily estimated fair values at the acquisition date, as follows (in millions): Preliminary purchase price: Cash $ 403 Contingent consideration 81 Total preliminary purchase price $ 484 Identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 4 Goodwill 402 Intangible assets 86 Deferred revenue (7) Other liabilities (1) Total preliminary purchase price $ 484 The total purchase prices have been allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the acquisition date, as follows (in millions): Aryeo Spruce Cash and cash equivalents $ 3 $ 5 Goodwill 26 16 Intangible assets 11 2 Other assets — 2 Liabilities (2) (1) Total purchase price $ 38 $ 24 |
Schedule of Preliminary Estimated Fair Value and Useful Lives | The preliminary estimated fair value of the identifiable intangible assets acquired and associated useful lives consisted of the following (in millions): Preliminary Estimated Fair Value Estimated Weighted-Average Useful Life (in years) Developed technology $ 50 4 Customer relationships 34 7 Trade names and trademarks 2 7 Total $ 86 The estimated fair value of the identifiable intangible assets acquired and associated useful lives consisted of the following (in millions): Aryeo Spruce Estimated Fair Value Estimated Useful Life (in years) Estimated Fair Value Estimated Useful Life (in years) Customer relationships $ 5 5 $ — — Purchased content 4 3 — — Developed technology 2 3 2 3 Total $ 11 $ 2 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following tables present the detail of intangible assets as of the dates presented (in millions): June 30, 2024 Cost Accumulated Amortization Net Customer relationships $ 98 $ (26) $ 72 Developed technology 104 (44) 60 Software 97 (38) 59 Trade names and trademarks 47 (22) 25 Purchased content 19 (13) 6 Total $ 365 $ (143) $ 222 December 31, 2023 Cost Accumulated Amortization Net Customer relationships $ 98 $ (19) $ 79 Developed technology 104 (30) 74 Software 84 (29) 55 Trade names and trademarks 47 (20) 27 Purchased content 17 (11) 6 Total $ 350 $ (109) $ 241 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Debt | The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in millions): June 30, 2024 December 31, 2023 Master repurchase agreements: JPMorgan Chase Bank, N.A. $ 111 $ 40 UBS AG 71 45 Atlas Securitized Products, L.P. (1) — 8 Total master repurchase agreements 182 93 Convertible senior notes 2026 Notes 497 496 2025 Notes 417 504 2024 Notes 608 607 Total convertible senior notes 1,522 1,607 Total debt $ 1,704 $ 1,700 (1) Agreement expired on March 11, 2024 and was not renewed. |
Schedule of Revolving Credit Facilities and Lines of Credit | The following table summarizes certain details related to our outstanding master repurchase agreements as of June 30, 2024 (in millions, except interest rates): Lender Maturity Date Maximum Borrowing Capacity Borrowings Outstanding Available Borrowing Capacity Weighted-Average Interest Rate JPMorgan Chase Bank, N.A. May 1, 2025 $ 150 $ 111 $ 39 7.07 % UBS AG October 9, 2024 100 71 29 7.07 % Total $ 250 $ 182 $ 68 |
Schedule of Convertible Senior Notes | The following tables summarize certain details related to our outstanding Notes as of the dates presented or for the periods ended (in millions, except interest rates): June 30, 2024 December 31, 2023 Maturity Date Aggregate Principal Amount Stated Interest Rate Effective Interest Rate Semi-Annual Interest Payment Dates Unamortized Debt Issuance Costs Fair Value Unamortized Debt Issuance Costs Fair Value September 1, 2026 $ 499 1.375 % 1.57 % March 1; September 1 $ 2 $ 604 $ 3 $ 681 May 15, 2025 419 2.75 % 3.20 % May 15; November 15 2 411 3 560 September 1, 2024 608 0.75 % 1.02 % March 1; September 1 — 664 1 825 Total $ 1,526 $ 4 $ 1,679 $ 7 $ 2,066 Three Months Ended Three Months Ended Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense 2026 Notes $ 1 $ 1 $ 2 $ 2 $ 1 $ 3 2025 Notes 3 — 3 4 1 5 2024 Notes 2 — 2 1 — 1 Total $ 6 $ 1 $ 7 $ 7 $ 2 $ 9 Six Months Ended Six Months Ended Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense 2026 Notes $ 3 $ 1 $ 4 $ 4 $ 1 $ 5 2025 Notes 6 1 7 8 1 9 2024 Notes 3 1 4 2 1 3 Total $ 12 $ 3 $ 15 $ 14 $ 3 $ 17 Early Conversion Date Conversion Rate Conversion Price Optional Redemption Date 2026 Notes March 1, 2026 22.9830 $ 43.51 September 5, 2023 2025 Notes November 15, 2024 14.8810 67.20 May 22, 2023 2024 Notes March 1, 2024 22.9830 43.51 September 5, 2022 The following table summarizes certain details related to the capped call confirmations with respect to the convertible senior notes: Maturity Date Initial Cap Price Cap Price Premium September 1, 2026 $ 80.5750 150 % September 1, 2024 72.5175 125 % |
Share Repurchase Authorizatio_2
Share Repurchase Authorizations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Repurchase Agreements | The following table summarizes our Class A common stock and Class C capital stock repurchase activity under the Repurchase Authorizations for the periods presented (in millions, except share data, which are presented in thousands, and per share amounts): Three Months Ended Three Months Ended Class A common stock Class C capital stock Class A common stock Class C capital stock Shares repurchased 981 5,904 496 2,781 Weighted-average price per share $ 41.92 $ 42.41 $ 45.18 $ 45.86 Total purchase price $ 41 $ 251 $ 23 $ 127 Six Months Ended Six Months Ended Class A common stock Class C capital stock Class A common stock Class C capital stock Shares repurchased 1,100 5,996 810 4,479 Weighted-average price per share $ 42.26 $ 42.45 $ 44.12 $ 44.76 Total purchase price $ 46 $ 255 $ 36 $ 200 |
Share-Based Awards (Tables)
Share-Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Award Activity | The following table summarizes option award activity for the six months ended June 30, 2024: Number Weighted- Weighted- Average Remaining Contractual Life (in years) Aggregate Outstanding at January 1, 2024 32,524 $ 44.18 6.9 $ 495 Granted 2,853 55.11 Exercised (1,624) 37.79 Forfeited or canceled (346) 43.34 Outstanding at June 30, 2024 33,407 45.43 6.6 158 Vested and exercisable at June 30, 2024 22,047 44.72 5.6 120 |
Schedule of Fair Value of Options Granted, Estimated at Date of Grant Using Black Scholes Merton Option Pricing Model | The following assumptions were used to determine the fair value of option awards granted for the periods presented: Three Months Ended Six Months Ended 2024 2023 2024 2023 Expected volatility 59% 61% 57% - 61% 55% - 61% Risk-free interest rate 4.50% 3.75% 4.14% - 4.50% 3.75% - 4.04% Weighted-average expected life 5.5 years 5.3 years 5.5 - 6.8 years 5.3 - 6.5 years Weighted-average fair value of options granted $29.69 $25.81 $31.93 $23.76 |
Schedule of Restricted Stock Units Activity | The following table summarizes activity for restricted stock units for the six months ended June 30, 2024: Restricted Weighted-Average Grant Date Fair Value Unvested outstanding at January 1, 2024 12,038 $ 45.42 Granted 6,275 54.88 Vested (3,525) 46.49 Forfeited (604) 47.67 Unvested outstanding at June 30, 2024 14,184 49.24 |
Schedule of Effects of Share Based Compensation in Consolidated Statements of Operations | The following table presents the effects of share-based compensation expense in our condensed consolidated statements of operations during the periods presented (in millions): Three Months Ended Six Months Ended 2024 2023 2024 2023 Cost of revenue $ 4 $ 4 $ 8 $ 8 Sales and marketing 20 19 38 35 Technology and development 42 42 84 81 General and administrative 47 65 91 109 Total share-based compensation $ 113 $ 130 $ 221 $ 233 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the periods presented, the following Class C capital stock equivalents were excluded from the calculations of diluted net loss per share because their effect would have been antidilutive (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 Weighted-average Class C capital stock option awards outstanding 19,091 22,315 20,935 20,045 Weighted-average Class C capital stock restricted stock units outstanding 14,877 15,366 13,776 13,746 Class C capital stock issuable upon conversion of the Notes 32,410 33,855 32,697 33,855 Total Class C capital stock equivalents 66,378 71,536 67,408 67,646 |
Revenue and Contract Balances (
Revenue and Contract Balances (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents our revenue disaggregated by category for the periods presented (in millions): Three Months Ended Six Months Ended 2024 2023 2024 2023 Residential $ 409 $ 380 $ 802 $ 741 Rentals 117 91 214 165 Mortgages 34 24 65 50 Other 12 11 20 19 Total revenue $ 572 $ 506 $ 1,101 $ 975 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - Follow Up Boss $ in Millions | Dec. 08, 2023 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Payments to acquire businesses, net of cash acquired | $ 399 |
Business combination, contingent consideration arrangements, range of outcomes, value, high | $ 100 |
Business combination, contingent consideration, payment period | 3 years |
Financial Instruments -Schedule
Financial Instruments -Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) - IRLCs - other current assets - Not Designated as Hedging Instrument | Jun. 30, 2024 | Dec. 31, 2023 |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value rates, IRLCs | 0.46 | 0.45 |
Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value rates, IRLCs | 1 | 1 |
Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value rates, IRLCs | 0.87 | 0.85 |
Financial Instruments -Schedu_2
Financial Instruments -Schedule of Notional Amounts (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
IRLCs - other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, notional amount | $ 254 | $ 167 |
Forward contracts - accrued expenses and other current liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, notional amount | $ 363 | $ 218 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Balances of Cash Equivalents and Investments (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Cash equivalents: | ||
Amortized Cost | $ 1,181 | $ 1,492 |
Short-term investments: | ||
Amortized Cost | 1,458 | |
Estimated Fair Market Value | 1,447 | |
Mortgage origination-related: | ||
Mortgage loans held for sale | 195 | 100 |
Restricted cash | 2 | 3 |
Total assets measured at fair value on a recurring basis, Amortized cost | 2,641 | 2,818 |
Total assets measured at fair value on a recurring basis, Fair Value | 2,830 | 2,916 |
Liabilities | ||
Contingent consideration - accrued expenses and other current liabilities | 31 | 30 |
Contingent consideration - other long-term liabilities | 55 | 51 |
Liabilities measured at fair value | 86 | 82 |
U.S. government treasury securities | ||
Short-term investments: | ||
Amortized Cost | 1,232 | 1,149 |
Estimated Fair Market Value | 1,222 | 1,143 |
Corporate bonds | ||
Short-term investments: | ||
Amortized Cost | 207 | 160 |
Estimated Fair Market Value | 206 | 161 |
U.S. government agency securities | ||
Short-term investments: | ||
Amortized Cost | 14 | 14 |
Estimated Fair Market Value | 14 | 14 |
Liabilities | ||
Debt securities, available-for-sale, accumulated gross unrealized loss, before tax | 10 | 6 |
Commercial paper | ||
Short-term investments: | ||
Amortized Cost | 5 | 0 |
Estimated Fair Market Value | 5 | 0 |
IRLCs - other current assets | Not Designated as Hedging Instrument | ||
Mortgage origination-related: | ||
IRLCs - other current assets | 4 | 3 |
Forward contracts - accrued expenses and other current liabilities | Not Designated as Hedging Instrument | ||
Mortgage origination-related: | ||
IRLCs - other current assets | 1 | 0 |
Liabilities | ||
Forward contracts - accrued expenses and other current liabilities | 0 | 1 |
Cash | ||
Cash equivalents: | ||
Amortized Cost | 7 | 50 |
Estimated Fair Market Value | 7 | 50 |
Money market funds | ||
Cash equivalents: | ||
Amortized Cost | 1,109 | 1,440 |
Estimated Fair Market Value | 1,109 | 1,440 |
U.S. government treasury securities | ||
Cash equivalents: | ||
Amortized Cost | 65 | 2 |
Estimated Fair Market Value | $ 65 | $ 2 |
Financial Instruments -Schedu_3
Financial Instruments -Schedule of Debt-securities, Available-for-sale (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Amortized Cost | |
Due in one year or less | $ 681 |
Due after one year | 777 |
Amortized Cost | 1,458 |
Estimated Fair Market Value | |
Due in one year or less | 673 |
Due after one year | 774 |
Estimated Fair Market Value | $ 1,447 |
Property and Equipment, net -Sc
Property and Equipment, net -Schedule of Detail of Property and Equipment (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 622 | $ 539 |
Less: accumulated amortization and depreciation | (266) | (211) |
Property and equipment, net | 356 | 328 |
Website development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 539 | 452 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 47 | 48 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 18 | 19 |
Office equipment, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 18 | $ 20 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Amortization and depreciation expense related to property and equipment other than website development costs | $ 4 | $ 6 | $ 8 | $ 12 |
Capitalization of website development costs | 54 | 50 | 106 | 95 |
Amortization of website development costs and intangible assets included in technology and development | 19 | 12 | 38 | 24 |
Software Development | ||||
Property, Plant and Equipment [Line Items] | ||||
Amortization of website development costs and intangible assets included in technology and development | $ 36 | $ 27 | $ 69 | $ 49 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | Dec. 08, 2023 | Sep. 11, 2023 | Jul. 31, 2023 |
Follow Up Boss | |||
Schedule of Equity Method Investments [Line Items] | |||
Payments to acquire businesses, net of cash acquired | $ 399 | ||
Business combination, contingent consideration arrangements, range of outcomes, value, high | $ 100 | ||
Business combination, contingent consideration, payment period | 3 years | ||
Total preliminary purchase price | $ 484 | ||
Aryeo | |||
Schedule of Equity Method Investments [Line Items] | |||
Payments to acquire businesses, net of cash acquired | $ 15 | ||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 380,259 | ||
Business combination, consideration transferred, equity interests issued and issuable | $ 20 | ||
Total preliminary purchase price | $ 35 | ||
Spruce | |||
Schedule of Equity Method Investments [Line Items] | |||
Payments to acquire businesses, net of cash acquired | $ 19 |
Acquisitions -Schedule of Preli
Acquisitions -Schedule of Preliminary Purchase Price (Details) - USD ($) $ in Millions | Dec. 08, 2023 | Jul. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Sep. 11, 2023 |
Identifiable assets acquired and liabilities assumed: | |||||
Goodwill | $ 2,818 | $ 2,817 | |||
Follow Up Boss | |||||
Preliminary purchase price: | |||||
Cash | $ 403 | ||||
Contingent consideration | 81 | ||||
Total preliminary purchase price | 484 | ||||
Identifiable assets acquired and liabilities assumed: | |||||
Cash and cash equivalents | 4 | ||||
Goodwill | 402 | ||||
Intangible assets | 86 | ||||
Deferred revenue | (7) | ||||
Other liabilities | (1) | ||||
Total purchase price | $ 484 | ||||
Aryeo | |||||
Preliminary purchase price: | |||||
Total preliminary purchase price | $ 35 | ||||
Identifiable assets acquired and liabilities assumed: | |||||
Cash and cash equivalents | 3 | ||||
Goodwill | 26 | ||||
Intangible assets | 11 | ||||
Other assets | 0 | ||||
Liabilities | (2) | ||||
Total purchase price | $ 38 | ||||
Spruce | |||||
Identifiable assets acquired and liabilities assumed: | |||||
Cash and cash equivalents | $ 5 | ||||
Goodwill | 16 | ||||
Intangible assets | 2 | ||||
Other assets | 2 | ||||
Liabilities | (1) | ||||
Total purchase price | $ 24 |
Acquisitions -Schedule of Pre_2
Acquisitions -Schedule of Preliminary Estimated Fair Value and Useful Lives (Details) - USD ($) $ in Millions | Dec. 08, 2023 | Sep. 11, 2023 | Jul. 31, 2023 |
Follow Up Boss | |||
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||
Preliminary Estimated Fair Value | $ 86 | ||
Follow Up Boss | Developed technology | |||
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||
Preliminary Estimated Fair Value | $ 50 | ||
Estimated Weighted-Average Useful Life (in years) | 4 years | ||
Follow Up Boss | Customer relationships | |||
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||
Preliminary Estimated Fair Value | $ 34 | ||
Estimated Weighted-Average Useful Life (in years) | 7 years | ||
Follow Up Boss | Trade names and trademarks | |||
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||
Preliminary Estimated Fair Value | $ 2 | ||
Estimated Weighted-Average Useful Life (in years) | 7 years | ||
Aryeo | |||
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||
Preliminary Estimated Fair Value | $ 11 | ||
Aryeo | Developed technology | |||
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||
Preliminary Estimated Fair Value | $ 2 | ||
Estimated Weighted-Average Useful Life (in years) | 3 years | ||
Aryeo | Customer relationships | |||
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||
Preliminary Estimated Fair Value | $ 5 | ||
Estimated Weighted-Average Useful Life (in years) | 5 years | ||
Aryeo | Purchased content | |||
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||
Preliminary Estimated Fair Value | $ 4 | ||
Estimated Weighted-Average Useful Life (in years) | 3 years | ||
Spruce | |||
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||
Preliminary Estimated Fair Value | $ 2 | ||
Spruce | Developed technology | |||
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |||
Preliminary Estimated Fair Value | $ 2 | ||
Estimated Weighted-Average Useful Life (in years) | 3 years |
Intangible Assets, net -Schedul
Intangible Assets, net -Schedule of Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 365 | $ 350 |
Accumulated Amortization | (143) | (109) |
Net | 222 | 241 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 98 | 98 |
Accumulated Amortization | (26) | (19) |
Net | 72 | 79 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 104 | 104 |
Accumulated Amortization | (44) | (30) |
Net | 60 | 74 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 97 | 84 |
Accumulated Amortization | (38) | (29) |
Net | 59 | 55 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 47 | 47 |
Accumulated Amortization | (22) | (20) |
Net | 25 | 27 |
Purchased content | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 19 | 17 |
Accumulated Amortization | (13) | (11) |
Net | $ 6 | $ 6 |
Intangible Assets, net - Narrat
Intangible Assets, net - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of website development costs and intangible assets included in technology and development | $ 19,000,000 | $ 12,000,000 | $ 38,000,000 | $ 24,000,000 |
Impairment of intangible assets | $ 0 | $ 0 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Value of Debt (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,704 | $ 1,700 |
Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | 1,522 | 1,607 |
Convertible senior notes | 2026 Notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | 497 | 496 |
Convertible senior notes | 2025 Notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | 417 | 504 |
Convertible senior notes | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | 608 | 607 |
Mortgages Segment | ||
Debt Instrument [Line Items] | ||
Repurchase agreements | 182 | 93 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Repurchase agreements | 182 | |
JPMorgan Chase Bank, N.A. | Line of Credit | ||
Debt Instrument [Line Items] | ||
Repurchase agreements | 111 | |
JPMorgan Chase Bank, N.A. | Line of Credit | Mortgages Segment | ||
Debt Instrument [Line Items] | ||
Repurchase agreements | 111 | 40 |
UBS AG | Line of Credit | ||
Debt Instrument [Line Items] | ||
Repurchase agreements | 71 | |
UBS AG | Line of Credit | Mortgages Segment | ||
Debt Instrument [Line Items] | ||
Repurchase agreements | 71 | 45 |
Atlas Securitized Products, L. P. | Line of Credit | Mortgages Segment | ||
Debt Instrument [Line Items] | ||
Repurchase agreements | $ 0 | $ 8 |
Debt - Schedule of Revolving Cr
Debt - Schedule of Revolving Credit Facilities and Lines of Credit (Details) - USD ($) | Jun. 30, 2024 | May 02, 2024 | May 01, 2024 | Dec. 31, 2023 |
Mortgages Segment | ||||
Debt Instrument [Line Items] | ||||
Borrowings Outstanding | $ 182,000,000 | $ 93,000,000 | ||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | 250,000,000 | |||
Borrowings Outstanding | 182,000,000 | |||
Available Borrowing Capacity | 68,000,000 | |||
Line of Credit | JPMorgan Chase Bank, N.A. | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | 150,000,000 | $ 150,000,000 | $ 100,000,000 | |
Borrowings Outstanding | 111,000,000 | |||
Available Borrowing Capacity | $ 39,000,000 | |||
Weighted-Average Interest Rate | 7.07% | |||
Line of Credit | JPMorgan Chase Bank, N.A. | Mortgages Segment | ||||
Debt Instrument [Line Items] | ||||
Borrowings Outstanding | $ 111,000,000 | 40,000,000 | ||
Line of Credit | UBS AG | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | 100,000,000 | |||
Borrowings Outstanding | 71,000,000 | |||
Available Borrowing Capacity | $ 29,000,000 | |||
Weighted-Average Interest Rate | 7.07% | |||
Line of Credit | UBS AG | Mortgages Segment | ||||
Debt Instrument [Line Items] | ||||
Borrowings Outstanding | $ 71,000,000 | $ 45,000,000 |
Debt - Credit Facilities - Narr
Debt - Credit Facilities - Narrative (Details) - USD ($) | Jun. 30, 2024 | May 02, 2024 | May 01, 2024 | Dec. 31, 2023 |
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | $ 250,000,000 | |||
Borrowings Outstanding | 182,000,000 | |||
Mortgages Segment | ||||
Debt Instrument [Line Items] | ||||
Borrowings Outstanding | 182,000,000 | $ 93,000,000 | ||
Atlas Securitized Products, L.P., JPMorgan Chase Bank, N.A, Citibank, N.A. | Mortgages Segment | ||||
Debt Instrument [Line Items] | ||||
Borrowings Outstanding | 190,000,000 | 99,000,000 | ||
JPMorgan Chase Bank, N.A. | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | 150,000,000 | $ 150,000,000 | $ 100,000,000 | |
Repurchase agreement committed amount | $ 1,000,000 | |||
Borrowings Outstanding | 111,000,000 | |||
JPMorgan Chase Bank, N.A. | Mortgages Segment | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Borrowings Outstanding | $ 111,000,000 | $ 40,000,000 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Senior Notes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||||
Interest Expense | $ 10,000,000 | $ 9,000,000 | $ 19,000,000 | $ 18,000,000 | |
Convertible senior notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | 1,526,000,000 | 1,526,000,000 | |||
Unamortized Debt Issuance Costs | 4,000,000 | 4,000,000 | $ 7,000,000 | ||
Fair Value | 1,679,000,000 | 1,679,000,000 | 2,066,000,000 | ||
Contractual Coupon Interest | 6,000,000 | 7,000,000 | 12,000,000 | 14,000,000 | |
Amortization of Debt Issuance Costs | 1,000,000 | 2,000,000 | 3,000,000 | 3,000,000 | |
Interest Expense | 7,000,000 | 9,000,000 | 15,000,000 | 17,000,000 | |
Convertible senior notes | 2026 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | $ 499,000,000 | $ 499,000,000 | |||
Stated Interest Rate | 1.375% | 1.375% | |||
Effective Interest Rate | 1.57% | 1.57% | |||
Unamortized Debt Issuance Costs | $ 2,000,000 | $ 2,000,000 | 3,000,000 | ||
Fair Value | 604,000,000 | 604,000,000 | 681,000,000 | ||
Contractual Coupon Interest | 1,000,000 | 2,000,000 | 3,000,000 | 4,000,000 | |
Amortization of Debt Issuance Costs | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |
Interest Expense | 2,000,000 | 3,000,000 | 4,000,000 | 5,000,000 | |
Convertible senior notes | 2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | $ 419,000,000 | $ 419,000,000 | |||
Stated Interest Rate | 2.75% | 2.75% | |||
Effective Interest Rate | 3.20% | 3.20% | |||
Unamortized Debt Issuance Costs | $ 2,000,000 | $ 2,000,000 | 3,000,000 | ||
Fair Value | 411,000,000 | 411,000,000 | 560,000,000 | ||
Contractual Coupon Interest | 3,000,000 | 4,000,000 | 6,000,000 | 8,000,000 | |
Amortization of Debt Issuance Costs | 0 | 1,000,000 | 1,000,000 | 1,000,000 | |
Interest Expense | 3,000,000 | 5,000,000 | 7,000,000 | 9,000,000 | |
Convertible senior notes | 2024 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate Principal Amount | $ 608,000,000 | $ 608,000,000 | |||
Stated Interest Rate | 0.75% | 0.75% | |||
Effective Interest Rate | 1.02% | 1.02% | |||
Unamortized Debt Issuance Costs | $ 0 | $ 0 | 1,000,000 | ||
Fair Value | 664,000,000 | 664,000,000 | $ 825,000,000 | ||
Contractual Coupon Interest | 2,000,000 | 1,000,000 | 3,000,000 | 2,000,000 | |
Amortization of Debt Issuance Costs | 0 | 0 | 1,000,000 | 1,000,000 | |
Interest Expense | $ 2,000,000 | $ 1,000,000 | $ 4,000,000 | $ 3,000,000 |
Debt -Schedule of Conversion an
Debt -Schedule of Conversion and Redemption (Details) - Convertible senior notes | 6 Months Ended |
Jun. 30, 2024 $ / shares | |
2026 Notes | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0229830 |
Conversion price per share (in dollars per share) | $ 43.51 |
2025 Notes | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0148810 |
Conversion price per share (in dollars per share) | $ 67.20 |
2024 Notes | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0229830 |
Conversion price per share (in dollars per share) | $ 43.51 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) day | Jun. 30, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ (1) | $ 0 | $ (1) | $ 0 |
2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, repurchased face amount | 88 | $ 88 | ||
Cash paid for repurchase | 89 | |||
Loss on extinguishment of debt | $ 1 | |||
Convertible senior notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible threshold percentage | 130% | |||
Debt instrument, convertible threshold trading days | day | 20 | |||
Debt instrument, threshold consecutive trading days | day | 30 |
Debt - Capped Call Confirmation
Debt - Capped Call Confirmations (Details) - Convertible senior notes | 6 Months Ended |
Jun. 30, 2024 $ / shares | |
2026 Notes | |
Debt Instrument [Line Items] | |
Initial cap price (in dollars per share) | $ 80.5750 |
Cap Price Premium | 150% |
2024 Notes | |
Debt Instrument [Line Items] | |
Initial cap price (in dollars per share) | $ 72.5175 |
Cap Price Premium | 125% |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Federal | |
Schedule Of Income Tax [Line Items] | |
Net operating loss carryforwards | $ 1,400 |
State | |
Schedule Of Income Tax [Line Items] | |
Net operating loss carryforwards | $ 56 |
Share Repurchase Authorizatio_3
Share Repurchase Authorizations - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Jul. 30, 2023 |
Equity [Abstract] | ||
Stock repurchase program, authorized amount | $ 2,500 | |
Stock repurchase program, remaining authorized repurchase amount | $ 381 |
Share Repurchase Authorizatio_4
Share Repurchase Authorizations - Schedule of Repurchase Agreements (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Shares repurchased (in shares) | 981 | 496 | 1,100 | 810 |
Total purchase price | $ 41 | $ 23 | $ 46 | $ 36 |
Weighted-average price per share (in dollars per share) | $ 41.92 | $ 45.18 | $ 42.26 | $ 44.12 |
Class C capital stock | ||||
Class of Stock [Line Items] | ||||
Shares repurchased (in shares) | 5,904 | 2,781 | 5,996 | 4,479 |
Total purchase price | $ 251 | $ 127 | $ 255 | $ 200 |
Weighted-average price per share (in dollars per share) | $ 42.41 | $ 45.86 | $ 42.45 | $ 44.76 |
Share-Based Awards - Narrative
Share-Based Awards - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Mar. 31, 2023 | Jun. 30, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | 4 years |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized cost of unvested share-based compensation awards | $ 314 | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation cost | $ 652 |
Share-Based Awards - Schedule o
Share-Based Awards - Schedule of Option Award Activity (Details) $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Shares Subject to Existing Options (in thousands) | ||
Beginning balance (in shares) | shares | 32,524 | |
Granted (in shares) | shares | 2,853 | |
Exercised (in shares) | shares | (1,624) | |
Forfeited or cancelled (in shares) | shares | (346) | |
Ending balance (in shares) | shares | 33,407 | 32,524 |
Vested and exercisable (in shares) | shares | 22,047 | |
Weighted- Average Exercise Price Per Share | ||
Beginning balance (in dollars per share) | $ / shares | $ 44.18 | |
Granted (in dollars per share) | $ / shares | 55.11 | |
Exercised (in dollars per share) | $ / shares | 37.79 | |
Forfeited or cancelled (in dollars per share) | $ / shares | 43.34 | |
Ending balance (in dollars per share) | $ / shares | 45.43 | $ 44.18 |
Vested and exercisable (in dollars per share) | $ / shares | $ 44.72 | |
Weighted- Average Remaining Contractual Life (in years) | ||
Weighted-Average Remaining Contractual Life, Outstanding | 6 years 7 months 6 days | 6 years 10 months 24 days |
Weighted-Average Remaining Contractual Life, Vested and exercisable | 5 years 7 months 6 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Outstanding | $ | $ 158 | $ 495 |
Aggregate Intrinsic Value, Vested and exercisable | $ | $ 120 |
Share-Based Awards - Schedule_2
Share-Based Awards - Schedule of Fair Value of Options Granted, Estimated at Date of Grant Using Black Scholes Merton Option Pricing Model (Details) - Employee Stock Option - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 59% | 61% | ||
Risk-free interest rate | 4.50% | 3.75% | ||
Weighted-average expected life | 5 years 6 months | 5 years 3 months 18 days | ||
Weighted-average fair value of options granted (in dollars per share) | $ 29.69 | $ 25.81 | $ 31.93 | $ 23.76 |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 57% | 55% | ||
Risk-free interest rate | 4.14% | 3.75% | ||
Weighted-average expected life | 5 years 6 months | 5 years 3 months 18 days | ||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 61% | 61% | ||
Risk-free interest rate | 4.50% | 4.04% | ||
Weighted-average expected life | 6 years 9 months 18 days | 6 years 6 months |
Share-Based Awards - Schedule_3
Share-Based Awards - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Restricted Stock Units (in thousands) | |
Beginning balance (in shares) | shares | 12,038 |
Granted (in shares) | shares | 6,275 |
Vested (in shares) | shares | (3,525) |
Forfeited (in shares) | shares | (604) |
Ending balance (in shares) | shares | 14,184 |
Weighted-Average Grant Date Fair Value | |
Unvested outstanding, beginning balance (in dollars per share) | $ / shares | $ 45.42 |
Granted (in dollars per share) | $ / shares | 54.88 |
Vested (in dollars per share) | $ / shares | 46.49 |
Forfeited (in dollars per share) | $ / shares | 47.67 |
Unvested outstanding, ending balance (in dollars per share) | $ / shares | $ 49.24 |
Share-Based Awards -Schedule of
Share-Based Awards -Schedule of Effects of Share Based Compensation in Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | $ 113 | $ 130 | $ 221 | $ 233 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | 4 | 4 | 8 | 8 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | 20 | 19 | 38 | 35 |
Technology and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | 42 | 42 | 84 | 81 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation | $ 47 | $ 65 | $ 91 | $ 109 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - Common Class C - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total Class C capital stock equivalents (in shares) | 66,378 | 71,536 | 67,408 | 67,646 |
Class C capital stock issuable upon conversion of the Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total Class C capital stock equivalents (in shares) | 32,410 | 33,855 | 32,697 | 33,855 |
Weighted Average | Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total Class C capital stock equivalents (in shares) | 19,091 | 22,315 | 20,935 | 20,045 |
Weighted Average | Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total Class C capital stock equivalents (in shares) | 14,877 | 15,366 | 13,776 | 13,746 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Oct. 28, 2022 patent | Sep. 14, 2022 claim | Aug. 31, 2022 patent | Aug. 01, 2022 patent | Jul. 15, 2022 patent | Mar. 02, 2022 patent | Jan. 06, 2022 claim | Jul. 23, 2021 patent | Mar. 22, 2021 patent | Mar. 15, 2021 patent | Sep. 18, 2020 patent petition | Jul. 21, 2020 patent | Sep. 17, 2019 patent |
Other Commitments [Line Items] | |||||||||||||
Number of patents infringed | 3 | 2 | 3 | 5 | 7 | ||||||||
Number of petitions filed | 1 | 4 | |||||||||||
Number of appeals filed on dismissed patents | 2 | ||||||||||||
Number of patents in favor | 2 | ||||||||||||
Number of petitions previously denied | 2 | ||||||||||||
Number of patents vacated | 1 | ||||||||||||
Number of remaining inter parties review | 2 | ||||||||||||
Loss contingency, number of patents invalid | 1 | ||||||||||||
Shareholder Derivative Lawsuits | |||||||||||||
Other Commitments [Line Items] | |||||||||||||
Number of pending claims | claim | 3 | 3 |
Revenue and Contract Balances -
Revenue and Contract Balances - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 572 | $ 506 | $ 1,101 | $ 975 |
Residential | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 409 | 380 | 802 | 741 |
Rentals | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 117 | 91 | 214 | 165 |
Mortgages | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 34 | 24 | 65 | 50 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 12 | $ 11 | $ 20 | $ 19 |
Revenue and Contract Balances_2
Revenue and Contract Balances - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||||||
Contract asset | $ 134 | $ 134 | $ 90 | |||||
Contract asset, remaining recognition period | 5 months | |||||||
Deferred revenue | $ 59 | 59 | $ 58 | $ 52 | $ 49 | $ 44 | ||
Revenue recognized, recorded in deferred revenue as of prior period | $ 49 | $ 46 | $ 47 | $ 42 |