Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 28, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 31 | |
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 | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 | 60,119,308 | |
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 $0.0001 per share | |
Trading Symbol | Z | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 179,972,714 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,594,000 | $ 2,611,000 |
Short-term investments | 1,032,000 | 514,000 |
Accounts receivable, net of allowance for doubtful accounts of $4 at March 31, 2022 and December 31, 2021 | 99,000 | 155,000 |
Mortgage loans held for sale | 93,000 | 107,000 |
Inventory | 494,000 | 3,913,000 |
Prepaid expenses and other current assets | 386,000 | 153,000 |
Restricted cash | 92,000 | 227,000 |
Total current assets | 4,790,000 | 7,680,000 |
Contract cost assets | 31,000 | 35,000 |
Property and equipment, net | 234,000 | 215,000 |
Right of use assets | 140,000 | 130,000 |
Goodwill | 2,374,000 | 2,374,000 |
Intangible assets, net | 165,000 | 180,000 |
Other assets | 86,000 | 81,000 |
Total assets | 7,820,000 | 10,695,000 |
Current liabilities: | ||
Accounts payable | 24,000 | 17,000 |
Accrued expenses and other current liabilities | 119,000 | 161,000 |
Accrued compensation and benefits | 102,000 | 108,000 |
Borrowings under credit facilities | 88,000 | 2,312,000 |
Deferred revenue | 56,000 | 51,000 |
Lease liabilities, current portion | 23,000 | 24,000 |
Securitization term loans | 790,000 | 1,209,000 |
Total current liabilities | 1,202,000 | 3,882,000 |
Lease liabilities, net of current portion | 156,000 | 148,000 |
Convertible senior notes | 1,656,000 | 1,319,000 |
Other long-term liabilities | 4,000 | 5,000 |
Total liabilities | 3,018,000 | 5,354,000 |
Commitments and contingencies (Note 16) | ||
Shareholders’ equity: | ||
Preferred stock, $0.0001 par value; 30,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 6,298,000 | 7,001,000 |
Accumulated other comprehensive income (loss) | (1,000) | 7,000 |
Accumulated deficit | (1,495,000) | (1,667,000) |
Total shareholders’ equity | 4,802,000 | 5,341,000 |
Total liabilities and shareholders’ equity | 7,820,000 | 10,695,000 |
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) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 4 | |
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) | 60,119,308 | 61,513,634 |
Common stock, outstanding (in shares) | 60,119,308 | 61,513,634 |
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) | 179,931,577 | 182,898,987 |
Common stock, outstanding (in shares) | 179,931,577 | 182,898,987 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Revenue | $ 4,257,000 | $ 1,218,000 |
Cost of revenue (exclusive of amortization) | ||
Cost of revenue | 3,622,000 | 711,000 |
Gross profit | 635,000 | 507,000 |
Operating expenses: | ||
Sales and marketing | 307,000 | 197,000 |
Technology and development | 114,000 | 120,000 |
General and administrative | 119,000 | 101,000 |
Restructuring costs | 38,000 | 0 |
Acquisition-related costs | 0 | 1,000 |
Total operating expenses | 578,000 | 419,000 |
Income from operations | 57,000 | 88,000 |
Loss on extinguishment of debt | (14,000) | (1,000) |
Other income | 8,000 | 2,000 |
Interest expense | (44,000) | (40,000) |
Income before income taxes | 7,000 | 49,000 |
Income tax benefit | 9,000 | 3,000 |
Net income | $ 16,000 | $ 52,000 |
Net income per share: | ||
Basic (usd per share) | $ 0.06 | $ 0.21 |
Diluted (usd per share) | $ 0.06 | $ 0.20 |
Weighted-average shares outstanding: | ||
Basic (in shares) | 248,542 | 243,234 |
Diluted (in shares) | 251,963 | 259,346 |
Homes | ||
Revenue: | ||
Revenue | $ 3,721,000 | $ 704,000 |
Cost of revenue (exclusive of amortization) | ||
Cost of revenue | 3,537,000 | 645,000 |
IMT | ||
Revenue: | ||
Revenue | 490,000 | 446,000 |
Cost of revenue (exclusive of amortization) | ||
Cost of revenue | 65,000 | 47,000 |
Mortgages segment | ||
Revenue: | ||
Revenue | 46,000 | 68,000 |
Cost of revenue (exclusive of amortization) | ||
Cost of revenue | $ 20,000 | $ 19,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 16,000 | $ 52,000 |
Other comprehensive loss: | ||
Unrealized losses on investments | (8,000) | 0 |
Total other comprehensive loss | (8,000) | 0 |
Comprehensive income | $ 8,000 | $ 52,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Class A Common Stock, Class B Common Stock and Class C Capital Stock | Additional Paid-In Capital | Additional Paid-In CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2020 | $ 4,742,000 | $ 0 | $ 5,881,000 | $ (1,139,000) | $ 0 | |||
Beginning Balance (in shares) at Dec. 31, 2020 | 240,526,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common and capital stock upon exercise of stock options | 61,000 | 61,000 | ||||||
Issuance of common and capital stock upon exercise of stock options (in shares) | 1,603,000 | |||||||
Vesting of restricted stock units (in shares) | 813,000 | |||||||
Restricted stock units withheld for tax liability | 0 | 0 | ||||||
Restricted stock units withheld for tax liability (in shares) | (1,000) | |||||||
Share-based compensation expense | 67,000 | 67,000 | ||||||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs | 545,000 | 545,000 | ||||||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs (in shares) | 3,164,000 | |||||||
Settlement of convertible senior notes | 43,000 | 43,000 | ||||||
Settlement of convertible senior notes (in shares) | 1,203,000 | |||||||
Net income | 52,000 | 52,000 | ||||||
Other comprehensive loss | 0 | |||||||
Ending Balance at Mar. 31, 2021 | 5,510,000 | $ 0 | 6,597,000 | (1,087,000) | 0 | |||
Ending Balance (in shares) at Mar. 31, 2021 | 247,308,000 | |||||||
Beginning Balance at Dec. 31, 2021 | 5,341,000 | $ (336,000) | $ 0 | 7,001,000 | $ (492,000) | (1,667,000) | $ 156,000 | 7,000 |
Beginning Balance (in shares) at Dec. 31, 2021 | 250,630,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common and capital stock upon exercise of stock options | $ 36,000 | 36,000 | ||||||
Issuance of common and capital stock upon exercise of stock options (in shares) | 807 | 807,000 | ||||||
Vesting of restricted stock units (in shares) | 689,000 | |||||||
Share-based compensation expense | $ 101,000 | 101,000 | ||||||
Repurchases of Class A common stock and Class C capital stock | (348,000) | (348,000) | ||||||
Repurchase of Class A common stock and class c capital stock | (5,858,000) | |||||||
Net income | 16,000 | 16,000 | ||||||
Other comprehensive loss | (8,000) | (8,000) | ||||||
Ending Balance at Mar. 31, 2022 | $ 4,802,000 | $ 0 | $ 6,298,000 | $ (1,495,000) | $ (1,000) | |||
Ending Balance (in shares) at Mar. 31, 2022 | 246,268,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Operating activities | |||
Net income | $ 16,000 | $ 52,000 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 43,000 | 29,000 | |
Share-based compensation | 91,000 | 64,000 | |
Amortization of right of use assets | 6,000 | 7,000 | |
Amortization of contract cost assets | 8,000 | 10,000 | |
Amortization of debt discount and debt issuance costs | 23,000 | 25,000 | |
Loss on extinguishment of debt | 14,000 | 1,000 | |
Inventory valuation adjustment | 5,000 | 0 | |
Deferred income taxes | 0 | (3,000) | |
Other adjustments to reconcile net income to cash provided by operating activities | (3,000) | 9,000 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 56,000 | (13,000) | |
Mortgage loans held for sale | 14,000 | 57,000 | |
Inventory | 3,414,000 | 19,000 | |
Prepaid expenses and other assets | (247,000) | (29,000) | |
Contract cost assets | (4,000) | (10,000) | |
Lease liabilities | (9,000) | (7,000) | |
Accounts payable | 6,000 | (2,000) | |
Accrued expenses and other current liabilities | (43,000) | 25,000 | |
Accrued compensation and benefits | (6,000) | 2,000 | |
Deferred revenue | 5,000 | 5,000 | |
Other long-term liabilities | 3,000 | 0 | |
Net cash provided by operating activities | 3,392,000 | 241,000 | |
Investing activities | |||
Proceeds from maturities of investments | 0 | 920,000 | |
Purchases of investments | (525,000) | 0 | |
Purchases of property and equipment | (33,000) | (12,000) | |
Purchases of intangible assets | (5,000) | (4,000) | |
Net cash provided by (used in) investing activities | (563,000) | 904,000 | |
Financing activities | |||
Proceeds from issuance of Class C capital stock, net of issuance costs | 0 | 545,000 | |
Proceeds from borrowings on credit facilities | 0 | 126,000 | |
Repayments of borrowings on credit facilities | (2,205,000) | (88,000) | |
Net repayments on warehouse line of credit and repurchase agreements | (25,000) | (46,000) | |
Repurchases of Class A common stock and Class C capital stock | (348,000) | 0 | |
Settlement of long term debt | (439,000) | 0 | |
Proceeds from exercise of stock options | 36,000 | 61,000 | |
Net cash provided by (used in) financing activities | (2,981,000) | 598,000 | |
Net increase (decrease) in cash, cash equivalents and restricted cash during period | (152,000) | 1,743,000 | |
Cash, cash equivalents and restricted cash at beginning of period | 2,838,000 | 1,779,000 | $ 1,779,000 |
Cash, cash equivalents and restricted cash at end of period | 2,686,000 | 3,522,000 | $ 2,838,000 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 25,000 | 14,000 | |
Noncash transactions: | |||
Write-off of fully amortized intangible assets | 168,000 | 1,000 | |
Write-off of fully depreciated property and equipment | 18,000 | 12,000 | |
Recognition of operating right of use assets and lease liabilities | 16,000 | 0 | |
Capitalized share-based compensation | 10,000 | 4,000 | |
Property and equipment purchased on account | $ 1,000 | $ 1,000 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business Zillow Group, Inc. is reimagining real estate to make it easier to unlock life’s next chapter. As the most visited real estate website in the United States, Zillow and its affiliates help high-intent movers find and win their home through digital solutions, first class partners and easier buying, selling, financing and renting experiences. We help customers find and win their home with referrals to trusted Zillow Premier Agent and Premier Broker partners and our portfolio of Zillow-branded and affiliated transaction-oriented services. Zillow Offers, our iBuying business, has purchased and sold homes directly in markets across the country. In the fourth quarter of 2021, we began to wind down Zillow Offers operations with expected completion in the second half of 2022. Zillow Home Loans, our affiliate lender, provides our customers with an easy option to get pre-approved and secure financing for their next home purchase. Other consumer brands include Zillow Rentals, Trulia, StreetEasy, Zillow Closing Services, HotPads and Out East. In addition, Zillow Group provides a comprehensive suite of marketing software and technology solutions for the real estate industry which include Mortech, dotloop, Bridge Interactive, New Home Feed and ShowingTime.com, Inc. (“ShowingTime”). Certain Significant Risks and Uncertainties We operate in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, we believe that changes in any of the following areas could have a significant negative effect on us in terms of our future financial position, results of operations or cash flows: current and future health and stability of the economy, financial conditions and residential housing market and changes in general economic and financial conditions (including federal monetary policy, interest rate changes, inflation, home price appreciation and housing inventory); our investment in resources to pursue strategies and develop products and services that may not prove effective or that are not attractive for customers and real estate partners; the impact of public health crises, like the COVID-19 pandemic (including variants) on our ability to operate, demand for our products or services or general economic conditions; disruptions in operations and relationships with customers, suppliers, vendors, broker partners, contractors, employees, lenders and consumers given our decision to wind down iBuying operations; unanticipated developments that may prevent, delay or increase the costs associated with our wind down activities; addition or loss of significant customers; our ability to successfully integrate and realize the benefits of our past or future strategic acquisitions or investments; our ability to manage advertising inventory or pricing; engagement and usage of our products; competition and innovation in our markets; actual or anticipated changes in technology, products, markets or services by us or our competitors; our ability to maintain or establish relationships with listings and data providers; our ability to obtain or maintain licenses and permits to support our current and future businesses; changes in laws or government regulation affecting our business; outcomes of legal proceedings; natural disasters and catastrophic events; our ability to attract and retain qualified employees and key personnel; protection of customers’ information and other privacy concerns; protection of our brand and intellectual property; and intellectual property infringement and other claims, among other things. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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 U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in Zillow Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 10, 2022. The condensed consolidated balance sheet as of December 31, 2021, included herein, was derived from the audited financial statements of Zillow Group, Inc. as of that date. 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 March 31, 2022 and our results of operations, comprehensive income, shareholders’ equity and cash flows for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any interim period, or for any other future year. Reclassifications Certain reclassifications have been made in the condensed consolidated statements of operations to conform data for prior periods to the current format. Beginning with the three and six month periods ended June 30, 2021, we presented a gross profit subtotal in our condensed consolidated statements of operations, which requires certain depreciation expense and amortization expense to be included within cost of revenue. We believe the presentation of gross profit is preferable as it facilitates investors’ ability to model across our segments and enhances comparability with our public company peers. To effect the presentation of gross profit, we present the amortization expense for certain intangible assets and data acquisition costs within cost of revenue and have reclassified certain amounts in prior periods in the condensed consolidated statements of operations from technology and development expenses to cost of revenue. Additionally, we reclassified the amortization expense for trade names and trademarks and customer relationship intangible assets from technology and development expenses to sales and marketing expenses. This change has no impact on income from operations or net income. Amounts previously reported in the condensed consolidated statements of operations for the periods presented were revised herein as shown below (in millions): Three Months Ended As Reported As Revised Effect of Change Cost of revenue: Homes $ 641 $ 645 $ 4 IMT 28 47 19 Mortgages 18 19 1 Total cost of revenue 687 711 24 Operating expenses: Sales and marketing 193 197 4 Technology and development 149 120 (29) General and administrative 100 101 1 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the periods presented. On an ongoing basis, we evaluate our estimates, including those related to the accounting for certain revenue offerings, the net realizable value of inventory, restructuring costs, amortization period and recoverability of contract cost assets, website and software development costs, recoverability of long-lived assets and intangible assets, share-based compensation, income taxes, business combinations and the recoverability of goodwill, among others. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The COVID-19 pandemic and our wind down of Zillow Offers operations have introduced significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact the estimates previously listed, among others. Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective or modified retrospective basis. We adopted this guidance on January 1, 2022 using the modified retrospective approach whereby amounts previously reported have not been revised. Upon adoption we recognized a decrease to additional paid-in capital of $492 million, an increase to long-term debt of $336 million and a cumulative-effect adjustment to accumulated deficit of $156 million. Recently Issued Accounting Standards Not Yet Adopted In October 2021, the FASB issued guidance which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with guidance governing revenue from contracts with customers. We currently recognize contract assets and contract liabilities at the acquisition date based on fair value estimates, which historically has resulted in a reduction to unearned revenue on the balance sheet, and therefore, a reduction to revenue that would have otherwise been recorded as an independent entity. The guidance is effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early adoption permitted. We expect to adopt this guidance on January 1, 2023. We are currently evaluating the potential impact of the guidance on our financial position, results of operations and cash flows. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We apply the following methods and assumptions in estimating our fair value measurements: Cash equivalents — The fair value measurement of money market funds is based on quoted market prices in active markets (Level 1). The fair value measurement of other cash equivalents is based on observable market-based inputs principally derived from or corroborated by observable market data (Level 2). Short-term investments — The fair value measurement of our short-term investments is based on observable market-based inputs or inputs that are derived principally from or corroborated by observable market data by correlation or other means (Level 2). Restricted cash — The carrying value of restricted cash approximates fair value due to the short period of time amounts are borrowed on our credit facilities, home sales proceeds are held in restricted accounts associated with our credit facilities and securitizations, and amounts are held in escrow (Level 1). Mortgage loans held for sale — The fair value of mortgage loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics (Level 2). Forward contracts — The fair value of mandatory loan sales commitments and derivative instruments such as forward sales of mortgage-backed securities that are utilized as economic hedging instruments is calculated by reference to quoted prices for similar assets (Level 2). Interest rate lock commitments — The fair value of interest rate lock commitments (“IRLCs”) is calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Expired commitments are excluded from the fair value measurement. Since not all IRLCs will become closed loans, we adjust our fair value measurements for the estimated amount of IRLCs that will not close. This adjustment is effected through the pull-through rate, which represents the probability that an interest rate lock commitment will ultimately result in a closed loan. For IRLCs that are cancelled or expire, any recorded gain or loss is reversed at the end of the commitment period (Level 3). 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: March 31, 2022 December 31, 2021 Range 40% - 100% 42% - 100% Weighted-average 83% 85% Beneficial interests in securitizations — The fair value of beneficial interests in securitizations is calculated using a discounted cash flow methodology. We rely on significant unobservable valuation inputs as the investments do not trade in active markets with readily observable prices and there is limited observable market data for reference. The primary unobservable inputs include the assumptions related to the expected timing and amount of prepayments and the discount rate of approximately 8% applied to the projected cash flows (Level 3). An increase in the amount of prepayments, in isolation, would result in an increase in the fair value measurement. An increase in the discount rate, in isolation, would result in a decrease in the fair value measurement. The beneficial interests in securitizations are recorded within other assets in our condensed consolidated balance sheets. As of March 31, 2022, we have included the impact of the expected full prepayment of both beneficial interests during the second quarter of 2022 due to the wind down of Zillow Offers operations. The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in millions): March 31, 2022 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 2,315 $ 2,315 $ — $ — Treasury bills 13 — 13 — Short-term investments: U.S. government agency securities 797 — 797 — Treasury bills 189 — 189 — Corporate bonds 36 — 36 Commercial paper 10 — 10 Beneficial interests in securitizations 78 — — 78 Mortgage origination-related: Mortgage loans held for sale 93 — 93 — Forward contracts - other current assets 3 — 3 — Total $ 3,534 $ 2,315 $ 1,141 $ 78 December 31, 2021 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 2,132 $ 2,132 $ — $ — Short-term investments: U.S. government agency securities 471 — 471 — Corporate bonds 33 — 33 — Commercial paper 10 — 10 — Beneficial interests in securitizations 75 — — 75 Mortgage origination-related: Mortgage loans held for sale 107 — 107 — IRLCs 5 — — 5 Forward contracts - other current assets — — — — Forward contracts - other current liabilities — — — — Total $ 2,833 $ 2,132 $ 621 $ 80 The changes in our beneficial interests in securitizations were not material for the three months ended March 31, 2022. The following table presents the changes in our IRLCs for the periods presented (in millions): Three Months Ended 2022 2021 Balance, beginning of the period $ 5 $ 12 Issuances 6 18 Transfers (9) (24) Fair value changes recognized in earnings (2) (1) Balance, end of period $ — $ 5 At March 31, 2022, the notional amounts of the hedging instruments related to our mortgage loans held for sale were $143 million and $219 million for our IRLCs and forward contracts, respectively. At December 31, 2021, the notional amounts of the hedging instruments related to our mortgage loans held for sale were $305 million and $388 million for our IRLCs and forward contracts, respectively. We do not have the right to offset our derivative positions. See Note 11 for the carrying amount and estimated fair value of our convertible senior notes and securitization term loans. |
Cash and Cash Equivalents, Inve
Cash and Cash Equivalents, Investments and Restricted Cash | 3 Months Ended |
Mar. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents, Investments and Restricted Cash | Cash and Cash Equivalents, Investments and Restricted Cash The following tables present the amortized cost, gross unrealized gains and losses and estimated fair market value of our cash and cash equivalents, investments, including beneficial interests in securitizations, and restricted cash as of the dates presented (in millions): March 31, 2022 Amortized Gross Gross Estimated Cash $ 266 $ — $ — $ 266 Cash equivalents: Money market funds 2,315 — — 2,315 Treasury bills 13 — — 13 Short-term investments: U. S. government agency securities 804 — (7) 797 Treasury bills 189 — — 189 Corporate bonds 36 — — 36 Commercial paper 10 — — 10 Restricted cash 92 — — 92 Beneficial interests in securitizations 71 9 (2) 78 Total $ 3,796 $ 9 $ (9) $ 3,796 December 31, 2021 Amortized Gross Gross Estimated Cash $ 479 $ — $ — $ 479 Cash equivalents: Money market funds 2,132 — — 2,132 Short-term investments: U.S. government agency securities 473 — (2) 471 Corporate bonds 33 — — 33 Commercial paper 10 — — 10 Restricted cash 227 — — 227 Beneficial interests in securitizations 66 9 — 75 Total $ 3,420 $ 9 $ (2) $ 3,427 The following table presents available-for-sale investments by contractual maturity date as of March 31, 2022 (in millions): Amortized Cost Estimated Fair Due in one year or less $ 920 $ 923 Due after one year 191 187 Total $ 1,111 $ 1,110 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The following table presents the components of inventory, net of applicable lower of cost or net realizable value adjustments, as of the dates presented (in millions): March 31, 2022 December 31, 2021 Finished goods $ 484 $ 2,728 Work-in-process 10 1,185 Inventory $ 494 $ 3,913 |
Contract Balances
Contract Balances | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract Balances | Contract Balances Contract assets were $101 million and $78 million as of March 31, 2022 and December 31, 2021, respectively. Contract assets represent amounts for which we have recognized revenue for contracts that have not yet been invoiced to our customers. Contract assets are primarily related to our Premier Agent Flex, rentals pay per lease and StreetEasy Experts offerings, whereby we estimate variable consideration based on the expected number of real estate transactions to be closed for Premier Agent Flex and StreetEasy Experts, and qualified leases to be secured for rentals pay per lease. We recognize revenue when we satisfy our performance obligations under the corresponding contracts. StreetEasy Experts is our pay for performance pricing model available in the New York City market for which agents and brokers are provided with leads at no initial cost and pay a performance advertising fee only when a real estate purchase transaction is closed with one of the leads. Under the StreetEasy Experts pricing model, the transaction price represents variable consideration, as the amount to which we expect to be entitled varies based on the number of leads that convert into real estate transactions and the value of those transactions. We record a corresponding contract asset for the estimate of variable consideration for StreetEasy Experts when the right to the consideration is conditional. When the right to consideration becomes unconditional, we reclassify amounts to accounts receivable. Contract assets are recorded within prepaid expenses and other current assets in our condensed consolidated balance sheets. For the three months ended March 31, 2022 and 2021, we recognized revenue of $45 million and $47 million, respectively, that was included in the deferred revenue balance at the beginning of the respective period. |
Contract Cost Assets
Contract Cost Assets | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract Cost Assets | Contract Balances Contract assets were $101 million and $78 million as of March 31, 2022 and December 31, 2021, respectively. Contract assets represent amounts for which we have recognized revenue for contracts that have not yet been invoiced to our customers. Contract assets are primarily related to our Premier Agent Flex, rentals pay per lease and StreetEasy Experts offerings, whereby we estimate variable consideration based on the expected number of real estate transactions to be closed for Premier Agent Flex and StreetEasy Experts, and qualified leases to be secured for rentals pay per lease. We recognize revenue when we satisfy our performance obligations under the corresponding contracts. StreetEasy Experts is our pay for performance pricing model available in the New York City market for which agents and brokers are provided with leads at no initial cost and pay a performance advertising fee only when a real estate purchase transaction is closed with one of the leads. Under the StreetEasy Experts pricing model, the transaction price represents variable consideration, as the amount to which we expect to be entitled varies based on the number of leads that convert into real estate transactions and the value of those transactions. We record a corresponding contract asset for the estimate of variable consideration for StreetEasy Experts when the right to the consideration is conditional. When the right to consideration becomes unconditional, we reclassify amounts to accounts receivable. Contract assets are recorded within prepaid expenses and other current assets in our condensed consolidated balance sheets. For the three months ended March 31, 2022 and 2021, we recognized revenue of $45 million and $47 million, respectively, that was included in the deferred revenue balance at the beginning of the respective period. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, 2022 December 31, 2021 Website development costs $ 212 $ 175 Leasehold improvements 95 107 Office equipment, furniture and fixtures 29 26 Computer equipment 19 19 Construction-in-progress 2 7 Property and equipment 357 334 Less: accumulated amortization and depreciation (123) (119) Property and equipment, net $ 234 $ 215 We recorded depreciation expense related to property and equipment (other than website development costs) of $8 million for the three months ended March 31, 2022 and 2021. We capitalized $34 million and $12 million in website development costs for the three months ended March 31, 2022 and 2021, respectively. Amortization expense for website development costs included in cost of revenue was $13 million and $8 million for the three months ended March 31, 2022 and 2021, respectively. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition Acquisition of ShowingTime.com, Inc. On September 30, 2021, Zillow Group acquired ShowingTime in exchange for approximately $512 million in cash, subject to certain adjustments. Our acquisition of ShowingTime has been accounted for as a business combination, and assets acquired and liabilities assumed were recorded at their preliminary estimated fair values as of September 30, 2021. Goodwill, which 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, is measured as of the acquisition date as the excess of consideration transferred, which is also measured at fair value, and the net of the fair values of the assets acquired and the liabilities assumed as of the acquisition date. The total preliminary purchase price has been allocated to the assets acquired and liabilities assumed, including identifiable intangible assets, based on their respective fair values at the acquisition date. The total preliminary purchase price was allocated as follows (in millions): Cash and cash equivalents $ 15 Identifiable intangible assets 111 Goodwill 389 Other acquired assets 6 Deferred tax liability (4) Other assumed liabilities (5) Total preliminary estimated purchase price $ 512 The estimated fair value of identifiable intangible assets acquired and associated useful lives consisted of the following (in millions): Estimated Fair Value Estimated Weighted-Average Useful Life (in years) Customer relationships $ 55 8 Developed technology 47 4 Trade names and trademarks 9 10 Total $ 111 We used an income approach to measure the fair value of the customer relationships based on the excess earnings method, whereby the fair value is estimated based upon the present value of cash flows that the applicable asset is expected to generate. We used an income approach to measure the fair value of the developed technology and the trade names and trademarks based on the relief-from-royalty method. These fair value measurements were based on Level 3 inputs under the fair value hierarchy. Our estimates and assumptions related to the purchase price allocation are preliminary and subject to change during the measurement period (up to one year from the acquisition date) as we finalize the amount of goodwill and deferred taxes recorded in connection with the acquisition. Acquisition-related costs incurred, which primarily included legal, accounting and other external costs directly related to the acquisition, are included within acquisition-related costs in our condensed consolidated statements of operations and were expensed as incurred. Unaudited pro forma earnings information has not been presented as the effects were not material to our condensed consolidated financial statements. |
Intangible Assets, net
Intangible Assets, net | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, 2022 Cost Accumulated Amortization Net Customer relationships $ 55 $ (4) $ 51 Developed technology 50 (8) 42 Software 65 (29) 36 Trade names and trademarks 46 (11) 35 Purchased content 5 (4) 1 Total $ 221 $ (56) $ 165 December 31, 2021 Cost Accumulated Amortization Net Customer relationships $ 139 $ (84) $ 55 Developed technology 133 (86) 47 Software 59 (20) 39 Trade names and trademarks 45 (9) 36 Intangibles-in-progress 2 — 2 Purchased content 4 (3) 1 Total $ 382 $ (202) $ 180 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in millions): March 31, 2022 December 31, 2021 Homes segment Credit facilities: Goldman Sachs Bank USA $ — $ 548 Citibank, N.A. — 770 Credit Suisse AG, Cayman Islands — 835 Securitizations: 2021-1 variable funding line — 17 2021-1 term loan 320 472 2021-2 variable funding line — 29 2021-2 term loan 470 737 Total Homes segment debt 790 3,408 Mortgages segment Repurchase agreements: Credit Suisse AG, Cayman Islands 64 77 Citibank, N.A. 13 17 Warehouse line of credit: Comerica Bank 11 19 Total Mortgages segment debt 88 113 Convertible senior notes 1.375% convertible senior notes due 2026 495 369 2.75% convertible senior notes due 2025 557 443 0.75% convertible senior notes due 2024 604 507 Total convertible senior notes 1,656 1,319 Total debt $ 2,534 $ 4,840 Homes Segment Variable Interest Entities As of March 31, 2022 and December 31, 2021, the total assets of the special purpose entities (“SPEs”) and titling trust associated with our Zillow Offers business were $838 million and $4.2 billion, respectively, of which $494 million and $3.9 billion are inventory, respectively, $90 million and $225 million are restricted cash, respectively, $29 million and $78 million are accounts receivable, respectively, and $224 million are prepaids and other current assets as of March 31, 2022. As of March 31, 2022 and December 31, 2021, the total liabilities of the SPEs and titling trust were $810 million and $3.5 billion, respectively, of which $790 million and $3.4 billion are credit facility and securitization-related borrowings, respectively, and $18 million and $55 million are accrued expenses, respectively. For additional details related to our SPEs, see Note 13 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Credit Facilities During the three months ended March 31, 2022, certain wholly owned subsidiaries of Zillow Group repaid all amounts drawn on the Zillow Offers credit facilities. No additional amounts may be drawn on these facilities. For additional details related to our credit facilities, see Note 13 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Securitization Transactions During the three months ended March 31, 2022, we repaid all amounts drawn on the variable funding lines entered into in conjunction with the securitizations for our Zillow Offers business. For additional details related to our securitization variable funding lines, see Note 13 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The term loans supporting our securitization transactions include customary representations and warranties, provisions regarding events of default and covenants. The term loans require Zillow Group and certain of its subsidiaries, as applicable, to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth and leverage ratios. As of March 31, 2022, Zillow Group was in compliance with all financial covenants and no event of default had occurred. Except for certain limited circumstances, the term loans are non-recourse to Zillow Group. For additional details related to our securitization transactions, see Note 13 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. In connection with the wind down of Zillow Offers operations, during the three months ended March 31, 2022, we repaid $159 million and $276 million of principal and $1 million and $2 million of prepayment fees associated with the 2021-1 and 2021-2 term loans, respectively, plus accrued interest. We recorded a total loss on debt extinguishment of $6 million representing the difference between the principal amount repaid, prepayment penalties incurred and the carrying amount extinguished for each of the term loans upon repayment. In addition, we remitted cash consideration of $87 million and $132 million of principal associated with the 2021-1 and 2021-2 term loans, respectively, and $1 million of prepayment fees associated with each of the term loans, plus accrued interest, which payments are classified within prepaid expenses and other current assets in our condensed consolidated balance sheet as of March 31, 2022. The fixed rate components of the 2021-1 term loan have stated interest rates of 2.3425% and 3.3524%, respectively, and principal amounts of $239 million and $51 million, respectively, as of March 31, 2022. The principal-only component of the 2021-1 term loan has a principal amount of $30 million as of March 31, 2022. The two fixed rate components of the 2021-2 term loan have stated interest rates of 2.4294% and 3.5860%, respectively, and principal amounts of $349 million and $75 million, respectively, as of March 31, 2022. The principal-only component of the 2021-2 term loan has a principal amount of $49 million as of March 31, 2022. The following tables summarize certain additional details related to our term loans as of the dates presented or for the periods ended (in millions, except interest rates): March 31, 2022 December 31, 2021 Securitization Maturity Date Aggregate Principal Weighted Average Effective Interest Rate (1) First Interest Payment Reinvestment Period Unamortized Debt Discount and Debt Issuance Costs Fair Value (2) Unamortized Debt Discount and Debt Issuance Costs Fair Value (2) 2021-1 term loan February 9, 2024 $ 320 4.14 % September 9, 2021 24 months $ — $ 320 $ 8 $ 480 2021-2 term loan October 9, 2024 473 11.29 % November 9, 2021 30 months 3 473 12 747 Total $ 793 $ 3 $ 793 $ 20 $ 1,227 (1) The weighted average effective interest rate is calculated using the outstanding principal amounts and effective interest rates for the two fixed rate components and the single principal-only component of each of the term loans. Debt discount and debt issuance costs have been allocated to the components of each term loan and will be amortized using the effective interest method with the amortization classified as a component of interest expense. (2) The estimated fair value of each of the term loans was calculated using a discounted cash flow methodology. The fair value is classified as Level 3 due to reliance on significant unobservable valuation inputs. Three Months Ended Securitization Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense 2021-1 term loan $ 3 $ 3 $ 4 $ 10 2021-2 term loan 4 5 2 11 Total $ 7 $ 8 $ 6 $ 21 Mortgages Segment To provide capital for Zillow Home Loans, we utilize master repurchase agreements and a warehouse line of credit which are classified as current liabilities in our condensed consolidated balance sheets. The repurchase agreements and warehouse line of credit provide short-term financing between the issuance of a mortgage loan and when Zillow Home Loans sells the loan to an investor or directly to an agency. The following table summarizes certain details related to our repurchase agreements and warehouse line of credit (in millions, except interest rates): Lender Maturity Date Maximum Borrowing Capacity Weighted-Average Interest Rate Credit Suisse AG, Cayman Islands March 17, 2023 $ 100 2.00 % Citibank, N.A. June 10, 2022 100 2.20 % Comerica Bank June 25, 2022 60 2.51 % Total $ 260 On March 18, 2022, Zillow Home Loans amended its Credit Suisse AG, Cayman Islands (“Credit Suisse”) master repurchase agreement to decrease the uncommitted total maximum borrowing capacity to $100 million with a maturity date of March 17, 2023 and to update the reference rate from one-month LIBOR to Adjusted Daily Simple Secured Overnight Financing Rate (“Adjusted Daily Simple SOFR”). In accordance with the master repurchase agreements, Credit Suisse and Citibank, N.A. (together the “Lenders”) have agreed to pay Zillow Home Loans a negotiated purchase price for eligible loans, and Zillow Home Loans has simultaneously agreed to repurchase such loans from the Lenders under a specified timeframe at an agreed upon price that includes interest. The master repurchase agreements contain margin call provisions that provide the Lenders with certain rights in the event of a decline in the market value of the assets purchased under the master repurchase agreements. As of March 31, 2022 and December 31, 2021, $82 million and $87 million, respectively, in mortgage loans held for sale were pledged as collateral under the master repurchase agreements. The repurchase agreements and warehouse line of credit include customary representations and warranties, covenants and provisions regarding events of default. As of March 31, 2022, Zillow Home Loans was in compliance with all financial covenants and no event of default had occurred. The repurchase agreements and warehouse line of credit are recourse to Zillow Home Loans, and have no recourse to Zillow Group or any of its other subsidiaries. For additional details related to our warehouse line of credit and repurchase agreements, see Note 13 in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Convertible Senior Notes Effective January 1, 2022, the Company adopted guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. This guidance was adopted using a modified retrospective approach. Refer to Note 2 for additional information regarding the adoption of this guidance. The following tables summarize certain details related to our outstanding convertible senior notes as of the dates presented or for the periods ended (in millions, except interest rates): March 31, 2022 December 31, 2021 Maturity Date Aggregate Principal Amount Stated Interest Rate Effective Interest Rate Semi-Annual Interest Payment Dates Unamortized Debt Issuance Costs Fair Value Unamortized Debt Discount and Debt Issuance Costs Fair Value September 1, 2026 $ 499 1.375 % 1.57 % March 1; September 1 $ 4 $ 663 $ 130 $ 781 May 15, 2025 565 2.75 % 3.20 % May 15; November 15 8 642 122 725 September 1, 2024 608 0.75 % 1.02 % March 1; September 1 4 784 101 945 Total $ 1,672 $ 16 $ 2,089 $ 353 $ 2,451 Three Months Ended Three Months Ended Maturity Date Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense September 1, 2026 $ 2 $ — $ 2 $ 2 $ 5 $ — $ 7 May 15, 2025 4 — 4 4 7 — 11 September 1, 2024 1 — 1 1 8 1 10 July 1, 2023 — — — 1 4 1 6 Total $ 7 $ — $ 7 $ 8 $ 24 $ 2 $ 34 The convertible notes are senior unsecured obligations. The convertible senior notes maturing in 2026 (“2026 Notes”), 2025 (“2025 Notes”) and 2024 (“2024 Notes”) (together, the “Notes”) are classified as long-term debt in our condensed consolidated balance sheets based on their contractual maturity dates. Interest on the convertible notes is paid semi-annually in arrears. The estimated fair value of the convertible senior notes was determined through consideration of quoted market prices. The fair value is classified as Level 3 due to the limited trading activity for each of the convertible senior notes. 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 date, unless earlier repurchased, redeemed or converted in accordance with their terms. The following table summarizes the conversion and redemption options with respect to the Notes: Maturity Date Early Conversion Date Conversion Rate Conversion Price Optional Redemption Date September 1, 2026 March 1, 2026 22.9830 $ 43.51 September 5, 2023 May 15, 2025 November 15, 2024 14.8810 67.20 May 22, 2023 September 1, 2024 March 1, 2024 22.9830 43.51 September 5, 2022 The following table summarizes certain details related to the capped call confirmations with respect to certain of the convertible senior notes: Maturity Date Initial Cap Price Cap Price Premium September 1, 2026 $ 80.5750 150 % September 1, 2024 72.5175 125 % July 1, 2023 105.45 85 % There were no conversions of convertible senior notes during the three months ended March 31, 2022. Each series of the Notes was convertible during the three months ended March 31, 2021, at the option of the holders. The following table summarizes the activity for our convertible senior notes for the period presented (in millions, except share data which are presented in thousands): Three Months Ended 2023 Notes 2024 Notes 2026 Notes Total Aggregate principal amount settled $ 1 $ 51 $ 1 $ 53 Shares of Class C capital stock issued 12 1,163 28 1,203 Total fair value of consideration transferred (1) $ 2 $ 154 $ 4 $ 160 Loss on extinguishment of debt: Consideration allocated to the liability component (2) $ 1 $ 41 $ 1 $ 43 Carrying value of the liability component, net of unamortized debt discount and debt issuance costs 1 40 1 42 Loss on extinguishment of debt $ — $ 1 $ — $ 1 Consideration allocated to the equity component $ 1 $ 113 $ 3 $ 117 (1) The total fair value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the conversion date and an immaterial amount of cash paid in lieu of fractional shares. (2) Consideration allocated to the liability component is based on the fair value of the liability component immediately prior to settlement, which was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature. The last reported sale price of our Class C capital stock did not exceed 130% of the conversion price of each series of the Notes for more than 20 trading days during the 30 consecutive trading days ended March 31, 2022. Accordingly, each series of the Notes is not redeemable or convertible at the option of the holders from April 1 through June 30, 2022. For additional details related to our convertible senior notes, 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, 2021. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesWe are subject to income taxes in the United States (federal and state), Canada and Serbia. As of March 31, 2022 and December 31, 2021, we have provided a valuation allowance against our net deferred tax assets that we believe, based on the weight of available evidence, are not more likely than not to be realized. We have accumulated federal tax losses of approximately $2.1 billion as of December 31, 2021, which are available to reduce future taxable income. We have accumulated state tax losses of approximately $73 million (tax effected) as of December 31, 2021.We recorded an income tax benefit of $9 million for the three months ended March 31, 2022 and an income tax benefit of $3 million for the three months ended March 31, 2021, primarily related to state income taxes. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Preferred Stock Our board of directors has the authority to fix and determine and to amend the number of shares of any series of preferred stock that is wholly unissued or to be established and to fix and determine and to amend the designation, preferences, voting powers and limitations and the relative, participating, optional or other rights, of any series of shares of preferred stock that is wholly unissued or to be established, subject in each case to certain approval rights of holders of our outstanding Class B common stock. There was no preferred stock issued and outstanding as of March 31, 2022 or December 31, 2021. Common and Capital Stock Our Class A common stock has no preferences or privileges and is not redeemable. Holders of Class A common stock are entitled to one vote for each share. Our Class B common stock has no preferences or privileges and is not redeemable. At any time after the date of issuance, each share of Class B common stock, at the option of the holder, may be converted into one share of Class A common stock, or automatically converted into Class A common stock upon the affirmative vote by or written consent of holders of a majority of the shares of the Class B common stock. Holders of Class B common stock are entitled to 10 votes for each share. Our Class C capital stock has no preferences or privileges, is not redeemable and, except in limited circumstances, is non-voting. Equity Distribution Agreement On February 17, 2021, we entered into an equity distribution agreement with certain sales agents and/or principals (the “Managers”), pursuant to which we may offer and sell from time to time, through the Managers, shares of our Class C capital stock, having an aggregate gross sales price of up to $1.0 billion, in such share amounts as we may specify by notice to the Managers, in accordance with the terms and conditions set forth in the equity distribution agreement. There were no shares issued under the equity distribution agreement during the three months ended March 31, 2022. The following table summarizes the activity pursuant to the equity distribution agreement for the period presented (in millions, except share data which are presented in thousands, and per share amounts): Three Months Ended Shares of Class C capital stock issued 3,164 Weighted-average issuance price per share $ 174.05 Gross proceeds (1) $ 551 (1) Net proceeds were $545 million after deducting $6 million of commissions and other offering expenses incurred. Stock Repurchase Program On December 2, 2021, Zillow Group’s Board of Directors authorized the repurchase of up to $750 million of its Class A common stock, Class C capital stock or a combination thereof (the “Stock Repurchase Program”). Repurchases under the Stock Repurchase Program 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 March 31, 2022, $100 million remained available for future repurchases pursuant to the Stock Repurchase Program. The following table summarizes, on a settlement date basis, our Class A common stock and Class C capital stock repurchase activity under the Stock Repurchase Program for the period presented (in millions, except share data which are presented in thousands, and per share amounts): Three Months Ended Class A common stock Class C capital stock Shares repurchased 1,412 4,446 Weighted-average price per share $ 58.38 $ 59.66 Total purchase price $ 83 $ 265 |
Share-Based Awards
Share-Based Awards | 3 Months Ended |
Mar. 31, 2022 | |
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 Zillow Group, Inc. 2020 Incentive Plan (the “2020 Plan”) which vest quarterly over four years, during the three months ended March 31, 2022, the Compensation Committee of the Board of Directors approved option and restricted stock unit awards granted under the 2020 Plan in connection with the 2021 annual review cycle that vest quarterly over one year. The exercisability terms of these equity awards are otherwise consistent with the terms of the option awards and restricted stock units typically granted under the 2020 Plan. For additional information regarding our share-based awards, see Note 16 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Option Awards The following table summarizes option award activity for the three months ended March 31, 2022: Number Weighted- Weighted- Aggregate Outstanding at January 1, 2022 25,746 $ 72.86 7.48 $ 354 Granted 5,519 49.75 Exercised (807) 43.97 Forfeited or cancelled (1,155) 92.43 Outstanding at March 31, 2022 29,303 68.53 7.74 122 Vested and exercisable at March 31, 2022 12,890 55.63 6.19 102 The fair value of option awards granted is estimated at the date of grant using the Black-Scholes-Merton option-pricing model, assuming no dividends and with the following assumptions for the periods presented: Three Months Ended 2022 2021 Expected volatility 55% - 60% 52% - 55% Expected dividend yield — — Risk-free interest rate 1.94% - 2.54% 0.57% - 0.90% Weighted-average expected life 4.50 - 6.00 years 4.50 - 5.75 years Weighted-average fair value of options granted $25.08 $59.74 As of March 31, 2022, there was a total of $553 million in unrecognized compensation cost related to unvested option awards. Restricted Stock Units The following table summarizes activity for restricted stock units for the three months ended March 31, 2022: Restricted Weighted- Unvested outstanding at January 1, 2022 6,074 $ 66.51 Granted 4,839 49.71 Vested (689) 59.68 Forfeited (909) 63.29 Unvested outstanding at March 31, 2022 9,315 58.60 As of March 31, 2022, there was a total of $509 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 2022 2021 Cost of revenue $ 3 $ 3 Sales and marketing 12 10 Technology and development 29 26 General and administrative 38 25 Restructuring costs 9 — Total $ 91 $ 64 |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of shares (including Class A common stock, Class B common stock and Class C capital stock) outstanding during the period. In the calculation of basic net income per share, undistributed earnings are allocated assuming all earnings during the period were distributed. Diluted net income per share is computed by dividing net income by the weighted-average number of shares (including Class A common stock, Class B common stock and Class C capital stock) outstanding during the period and potentially dilutive Class A common stock and Class C capital stock equivalents, except in cases where the effect of the Class A common stock or Class C capital stock equivalent would be antidilutive. Potential Class A common stock and Class C capital stock equivalents consist of Class A common stock and Class C capital stock issuable upon exercise of stock options and Class A common stock and Class C capital stock underlying unvested restricted stock units and Class C capital stock issuable upon conversion of outstanding convertible senior notes. Class A common stock and Class C capital stock issuable upon exercise of stock options and Class A common stock and Class C capital stock underlying unvested restricted stock units are calculated using the treasury stock method. We have applied the if-converted method for calculating any potential dilutive effect of the conversion of the outstanding convertible notes on diluted net income per share, if applicable. The following table presents the maximum number of shares and conversion price per share of Class C capital stock for each of the Notes based on the aggregate principal amount outstanding as of March 31, 2022 (in thousands, except per share amounts): Maturity Date Shares Conversion Price per Share September 1, 2026 11,464 $ 43.51 May 15, 2025 8,408 67.20 September 1, 2024 13,983 43.51 For the periods presented, the following table reconciles the denominators used in the basic and diluted net income per share calculations (in thousands): Three Months Ended 2022 2021 Denominator for basic calculation 248,542 243,234 Effect of dilutive securities: Option awards 2,558 12,437 Unvested restricted stock units 863 3,675 Denominator for dilutive calculation 251,963 259,346 For the periods presented, the following Class A common stock and Class C capital stock equivalents were excluded from the calculations of diluted net income per share because their effect would have been antidilutive (in thousands): Three Months Ended 2022 2021 Weighted-average Class A common stock and Class C capital stock option awards outstanding 5,120 2,546 Weighted-average Class A common stock and Class C capital stock restricted stock units outstanding 3,188 303 Class C capital stock issuable upon conversion of the convertible notes maturing in 2023, 2024, 2025 and 2026 33,855 39,834 Total Class A common stock and Class C capital stock equivalents 42,163 42,683 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Interest Rate Lock Commitments We have entered into IRLCs with prospective borrowers under our mortgage origination business whereby we commit to lend a certain loan amount under specific terms and at a specific interest rate to the borrower. These commitments are treated as derivatives and are carried at fair value. For additional information regarding our IRLCs, see Note 3 to our condensed consolidated financial statements. Lease Commitments We have entered into various non-cancelable operating lease agreements for certain of our office space and equipment with original lease periods expiring between 2022 and 2032. For additional information regarding our lease agreements, see Note 12 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Purchase Commitments Purchase commitments primarily include various non-cancelable agreements to purchase content related to our mobile applications and websites and certain cloud computing services. For additional information regarding our purchase obligations, see Note 18 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Escrow Balances In conducting our title and escrow operations through Zillow Closing Services, we routinely hold customers’ assets in escrow, pending completion of real estate transactions, and are responsible for the proper disposition of these balances for our customers. Certain of these amounts are maintained in segregated bank accounts and have not been included in the accompanying condensed consolidated balance sheets. These balances amounted to $3 million and $55 million, respectively, as of March 31, 2022 and December 31, 2021. Letters of Credit As of March 31, 2022, we have outstanding letters of credit of approximately $16 million, which secure our lease obligations in connection with certain of our office space operating leases. Surety Bonds In the course of business, we are required to provide financial commitments in the form of surety bonds to third parties as a guarantee of our performance on and our compliance with certain obligations. If we were to fail to perform or comply with these obligations, any draws upon surety bonds issued on our behalf would then trigger our payment obligation to the surety bond issuer. We have outstanding surety bonds issued for our benefit of approximately $13 million and $12 million, respectively, as of March 31, 2022 and December 31, 2021. Legal Proceedings We are involved in a number of legal proceedings concerning matters arising in connection with the conduct of our business activities, some of which are at preliminary stages and some of which seek an indeterminate amount of damages. We regularly evaluate the status of legal proceedings in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss or additional loss may have been incurred to determine if accruals are appropriate. We further evaluate each legal proceeding to assess whether an estimate of possible loss or range of loss can be made if accruals are not appropriate. For certain cases described below, management is unable to provide a meaningful estimate of the possible loss or range of possible loss because, among other reasons, (i) the proceedings are in preliminary stages; (ii) specific damages have not been sought; (iii) damages sought are, in our view, unsupported and/or exaggerated; (iv) there is uncertainty as to the outcome of pending appeals or motions; (v) there are significant factual issues to be resolved; and/or (vi) there are novel legal issues or unsettled legal theories presented. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material effect on our financial position, results of operations or cash flow. For the matters discussed below, we have not recorded any material accruals as of March 31, 2022 or December 31, 2021. In August and September 2017, two purported class action lawsuits were filed against us and certain of our executive officers, alleging, among other things, violations of federal securities laws on behalf of a class of those who purchased our common stock between February 12, 2016 and August 8, 2017. One of those purported class actions, captioned Vargosko v. Zillow Group, Inc. et al , was brought in the U.S. District Court for the Central District of California. The other purported class action lawsuit, captioned Shotwell v. Zillow Group, Inc. et al , was brought in the U.S. District Court for the Western District of Washington. The complaints allege, among other things, that during the period between February 12, 2016 and August 8, 2017, we issued materially false and misleading statements regarding our business practices. The complaints seek to recover, among other things, alleged damages sustained by the purported class members as a result of the alleged misconduct. In November 2017, an amended complaint was filed against us and certain of our executive officers in the Shotwell v. Zillow Group purported class action lawsuit, extending the beginning of the class period to November 17, 2014. In January 2018, the Vargosko v. Zillow Group purported class action lawsuit was transferred to the U.S. District Court for the Western District of Washington and consolidated with the Shotwell v. Zillow Group purported class action lawsuit. In February 2018, the plaintiffs filed a consolidated amended complaint, and in April 2018, we filed our motion to dismiss the consolidated amended complaint. In October 2018, our motion to dismiss was granted without prejudice, and in November 2018, the plaintiffs filed a second consolidated amended complaint, which we moved to dismiss in December 2018. On April 19, 2019, our motion to dismiss the second consolidated amended complaint was denied. On October 11, 2019, plaintiffs filed a motion for class certification which was granted by the court on October 28, 2020. On February 17, 2021, the Ninth Circuit Court of Appeals denied our petition for review of that decision. We have denied the allegations of wrongdoing and intend to vigorously defend the claims in this lawsuit. We do not believe that there is a reasonable possibility that a material loss will be incurred related to this lawsuit. In October and November 2017 and January and February 2018, four shareholder derivative lawsuits were filed in the U.S. District Court for the Western District of Washington and the Superior Court of the State of Washington, King County, against certain of our executive officers and directors seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices. The plaintiffs in the derivative suits (in which the Company is a nominal defendant) allege, among other things, that the defendants breached their fiduciary duties in connection with oversight of the Company’s public statements and legal compliance, and as a result of the breach of such fiduciary duties, the Company was damaged, and defendants were unjustly enriched. Certain of the plaintiffs also allege, among other things, violations of Section 14(a) of the Securities Exchange Act of 1934 and waste of corporate assets. On February 5, 2018, the U.S. District Court for the Western District of Washington consolidated the two federal shareholder derivative lawsuits pending in that court. On February 16, 2018, the Superior Court of the State of Washington, King County, consolidated the two shareholder derivative lawsuits pending in that court. All four of the shareholder derivative lawsuits were stayed until our motion to dismiss the second consolidated amended complaint in the securities class action lawsuit discussed above was denied in April 2019. On July 8, 2019, the plaintiffs in the consolidated federal derivative lawsuit filed a consolidated shareholder derivative complaint, which we moved to dismiss on August 22, 2019. On February 28, 2020, our motion to dismiss the consolidated federal shareholder derivative complaint was denied. On February 16, 2021, the court in the consolidated state derivative matter stayed the action. On March 5, 2021, a new shareholder derivative lawsuit was filed in the U.S. District Court for the Western District of Washington against certain of our executive officers and directors seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices, alleging, among other things, violations of federal securities laws. The U.S. District Court for the Western District of Washington formally consolidated the new lawsuit with the other consolidated federal shareholder derivative lawsuit pending in that court on June 15, 2021. The defendants intend to deny the allegations of wrongdoing and vigorously defend the claims in this consolidated lawsuit. We do not believe that there is a reasonable possibility that a material loss will be incurred related to these derivative matters. 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 was granted on May 28, 2020. On August 12, 2020, IBM filed its answer to our counterclaims. On September 18, 2020, we filed four Inter Partes Review (“IPR”) petitions before the U.S. Patent and Trial Appeal Board (“PTAB”) seeking the Board’s review of the patentability with respect to 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 was denied by the PTAB. On September 23, 2021, IBM filed a notice of appeal with the United States Court of Appeals for the Federal Circuit with respect to the August 31, 2021 judgment entered. Oral argument on the appeal is scheduled for June 7, 2022. On March 3, 2022, the PTAB ruled on Zillow’s two remaining IPRs finding that Zillow was able to prove certain claims unpatentable, and others it was not. We deny the allegations of any wrongdoing and intend to vigorously defend the claims in the lawsuit. There is a reasonable possibility that a loss may be incurred related to this matter; however, the possible loss or range of loss is not estimable. On July 21, 2020, IBM filed a second action against us in the U.S. District Court for the Western District of Washington, alleging, among other things, that the Company has infringed and continues to willfully infringe 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 proceeds 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 the one remaining patent, for which this case continues to remain stayed. 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 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 the U.S. District Court for the Western District of Washington and were consolidated on February 16, 2022. The complaints allege, 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 intend to deny the allegations of wrongdoing and intend to vigorously defend the claims in these lawsuits. We do not believe that a loss related to these lawsuits is probable. On March 10, 2022, a shareholder derivative suit was filed in the U.S. District Court for the Western District of Washington 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 violations of Section 14(a) of the Securities Exchange Act of 1934 and waste of corporate assets. The defendants intend to deny the allegations of wrongdoing and vigorously defend the claims in this lawsuit. We do not believe that a loss related to this lawsuit 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 18 in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
Segment Information and Revenue
Segment Information and Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information and Revenue | Segment Information and Revenue We have three operating and reportable segments, which have been identified based on the way in which our chief operating decision-maker manages our business, makes operating decisions and evaluates operating performance. The chief executive officer acts as the chief operating decision-maker and reviews financial and operational information for the Homes, IMT and Mortgages segments. The Homes segment includes the financial results from Zillow Group’s purchase and sale of homes directly through Zillow Offers and the financial results from title and escrow services performed by Zillow Closing Services primarily in connection with the purchase and sale of Zillow Offers homes. In November 2021, our Board of Directors made the determination to wind down Zillow Offers operations. The IMT segment includes the financial results for the Premier Agent, rentals and new construction marketplaces, dotloop and display, as well as revenue from the sale of various other marketing and business products and services to real estate professionals. In the fourth quarter of 2021, we began to include the financial results of ShowingTime in the IMT segment. The Mortgages segment primarily includes the financial results for mortgage originations and the sale of mortgages on the secondary market through Zillow Home Loans and advertising sold to mortgage lenders and other mortgage professionals. Revenue and costs are directly attributed to our segments when possible. However, due to the integrated structure of our business, certain costs incurred by one segment may benefit the other segments. These costs primarily include headcount-related expenses, general and administrative expenses including executive, finance, accounting, legal, human resources, recruiting and facilities costs, product development and data acquisition costs, costs related to operating our mobile applications, and websites and marketing and advertising costs. These costs are allocated to each segment based on the estimated benefit each segment receives from such expenditures. The chief executive officer reviews information about our revenue categories as well as statement of operations data inclusive of income (loss) before income taxes by segment. This information is included in the following tables for the periods presented (in millions) and prior period amounts have been recast to conform to the current format (rentals revenue is now presented as a separate revenue category and Note 2 includes additional details regarding certain reclassifications): Three Months Ended Three Months Ended Homes IMT Mortgages Homes IMT Mortgages Revenue: Zillow Offers $ 3,718 $ — $ — $ 701 $ — $ — Premier Agent — 363 — — 334 — Rentals — 61 — — 64 — Other 3 66 — 3 48 — Mortgages — — 46 — — 68 Total revenue 3,721 490 46 704 446 68 Cost of revenue (1) 3,537 65 20 645 47 19 Gross profit 184 425 26 59 399 49 Operating expenses (1): Sales and marketing 142 142 23 55 117 25 Technology and development 12 92 10 33 79 8 General and administrative 24 77 18 25 59 17 Restructuring costs 30 6 2 — — — Acquisition-related costs — — — — 1 — Total operating expenses 208 317 53 113 256 50 Income (loss) from operations (24) 108 (27) (54) 143 (1) Segment other income 6 — 1 — — 1 Segment interest expense (36) — (1) (4) — (2) Loss on extinguishment of debt (14) — — — — — Income (loss) before income taxes (2) $ (68) $ 108 $ (27) $ (58) $ 143 $ (2) (1) The following table presents depreciation and amortization expense and share-based compensation expense for each of our segments for the periods presented (in millions): Three Months Ended Three Months Ended Homes IMT Mortgages Homes IMT Mortgages Depreciation and amortization expense $ 5 $ 35 $ 3 $ 5 $ 23 $ 1 Share-based compensation expense $ 12 $ 60 $ 10 $ 16 $ 42 $ 6 (2) The following table presents the reconciliation of total segment income (loss) before income taxes to consolidated income before income taxes for the periods presented (in millions): Three Months Ended 2022 2021 Total segment income before income taxes $ 13 $ 83 Corporate interest expense (7) (34) Corporate other income 1 1 Loss on extinguishment of debt — (1) Consolidated income before income taxes $ 7 $ 49 Certain corporate items are not directly attributable to any of our segments, including the loss on extinguishment of debt, interest income earned on our short-term investments included in other income and interest costs on our convertible senior notes included in interest expense. |
Restructuring and Zillow Offers
Restructuring and Zillow Offers Wind Down | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Zillow Offers Wind Down | Restructuring and Zillow Offers Wind Down In November 2021, the Board of Directors of Zillow Group made the determination to wind down Zillow Offers operations. This decision was made in light of home pricing unpredictability, capacity constraints and other operational challenges faced by Zillow Offers that were exacerbated by an unprecedented housing market, a global pandemic and a difficult labor and supply chain environment, all of which led us to conclude that, despite its initial promise in earlier quarters, Zillow Offers was unlikely to be a sufficiently stable line of business to meet our goals and needs going forward. The wind down is expected to be completed in the second half of 2022 and result in approximately a 25% reduction of Zillow Group’s workforce of which approximately 21% has been completed. During the wind down period, we continue to renovate and sell properties in inventory. Cumulative amounts recognized and charges incurred during the three months ended March 31, 2022 primarily related to the wind down of Zillow Offers operations, and we expect future charges to primarily relate to the wind down of Zillow Offers operations and to primarily be recorded within our Homes segment. We have and plan to continue to fund the cash costs through existing cash and investment balances. The following table presents a summary of Zillow Offers wind down-related charges incurred for the periods presented and our estimate of the total costs we expect to incur over the wind down period (in millions): Three Months Ended Statement of Operations Classification Homes Segment IMT Segment Mortgages Segment Total Recognized Cumulative Amount Recognized Total Expected Inventory write-down Cost of revenue $ 5 $ — $ — $ 5 N/A N/A Other charges: Employee termination costs Restructuring costs $ 25 $ 6 $ 2 $ 33 $ 94 $95 - $106 Financing-related charges Interest expense and Loss on debt extinguishment 30 — — 30 36 $40 Contract termination costs Restructuring costs 4 — — 4 14 $16 - $19 Accelerated depreciation and amortization Cost of revenue 6 — — 6 11 $17 Asset write-offs Restructuring costs — — — — 1 $1 Other Restructuring costs 1 — — 1 1 $1 - $2 Total other charges 66 6 2 74 157 $170 - $185 Total $ 71 $ 6 $ 2 $ 79 $ 157 The following table presents the accrual activity for exit and disposal costs for three months ended March 31, 2022, primarily related to cash severance employee termination costs and contract termination costs (in millions): Three Months Ended Employee Termination Costs Contract Termination Costs (1) Other Total Balance, beginning of period $ 45 $ 4 $ — $ 49 Additions charged to expense 25 14 1 40 Cash payments (27) (12) — (39) Adjustments (1) (2) — (3) Balance, end of period $ 42 $ 4 $ 1 $ 47 (1) Contract termination costs for exit and disposal activities include the contractual prepayment penalties associated with our Zillow Offers financing facilities further described below under the subheading “Financing-Related Charges.” Inventory write-downs In determining the value of our inventory, we consider indicators that net realizable value may be lower than cost at the portfolio level, market level, and in certain circumstances by structure type (single family residence, condo, etc.) by reviewing economic analyses, recent trends in home price appreciation and changes to resale strategy. Factors we analyze include gross margin on homes closed in recent months, projected gross margin on homes under contract to sell, historical list price to resale price variances, and trends in gross margin, selling prices and average selling concessions or other costs of selling homes. We recorded a write-down to inventory totaling $5 million with a corresponding increase to cost of revenue in our condensed consolidated statement of operations for the three months ended March 31, 2022. See Note 5 for additional information on inventory. Employee Termination Costs At March 31, 2022, accrued employee termination costs of $41 million related to one-time termination benefits and $2 million related to other severance and employee costs, primarily pertaining to ongoing employee benefit arrangements, were recorded within accrued compensation and benefits in our condensed consolidated balance sheet. Accelerated Depreciation and Amortization We have adjusted the useful life of certain assets impacted by the wind down of Zillow Offers operations to end on the expected cease use date. This adjustment resulted in the accelerated recognition of depreciation and amortization primarily related to internal use software and website development costs. Contract Termination Costs At March 31, 2022, $4 million of contract termination costs are included in accrued expenses and other current liabilities in our condensed consolidated balance sheet. These costs relate to contract termination penalties and costs that will continue to be incurred under contracts without further economic benefit. Financing-Related Charges Financing-related charges incurred for the three months ended March 31, 2022 include the accelerated recognition of certain deferred debt issuance costs and debt discounts recorded to interest expense in our condensed consolidated statement of operations. Financing-related charges for the period also include expenses recorded within loss on extinguishment of debt within our condensed consolidated statement of operations primarily related to prepayment penalties incurred on the repayment of Zillow Offers financing facilities. Refer to Note 11 for further discussion of the Zillow Offers debt activity for the three months ended March 31, 2022. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 4, 2022, the Board of Directors authorized the repurchase of up to $1 billion of our Class A common stock, Class C capital stock or a combination thereof. This authorization is in addition to the $750 million repurchase authorization previously announced on December 2, 2021. The repurchases 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. The repurchase program does not have an expiration date. In April 2022, in connection with the wind down of Zillow Offers operations, we repaid the remaining outstanding principal associated with the 2021-1 and 2021-2 term loans of $320 million and $473 million, respectively, plus accrued interest and prepayment penalties. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in Zillow Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 10, 2022. The condensed consolidated balance sheet as of December 31, 2021, included herein, was derived from the audited financial statements of Zillow Group, Inc. as of that date. |
Reclassifications | Reclassifications Certain reclassifications have been made in the condensed consolidated statements of operations to conform data for prior periods to the current format. Beginning with the three and six month periods ended June 30, 2021, we presented a gross profit subtotal in our condensed consolidated statements of operations, which requires certain depreciation expense and amortization expense to be included within cost of revenue. We believe the presentation of gross profit is preferable as it facilitates investors’ ability to model across our segments and enhances comparability with our public company peers. To effect the presentation of gross profit, we present the amortization expense for certain intangible assets and data acquisition costs within cost of revenue and have reclassified certain amounts in prior periods in the condensed consolidated statements of operations from technology and development expenses to cost of revenue. Additionally, we reclassified the amortization expense for trade names and trademarks and customer relationship intangible assets from technology and development expenses to sales and marketing expenses. This change has no impact on income from operations or net income. |
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, the net realizable value of inventory, restructuring costs, amortization period and recoverability of contract cost assets, website and software development costs, recoverability of long-lived assets and intangible assets, share-based compensation, income taxes, business combinations and the recoverability of goodwill, among others. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The COVID-19 pandemic and our wind down of Zillow Offers operations have introduced significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact the estimates previously listed, among others. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted | Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective or modified retrospective basis. We adopted this guidance on January 1, 2022 using the modified retrospective approach whereby amounts previously reported have not been revised. Upon adoption we recognized a decrease to additional paid-in capital of $492 million, an increase to long-term debt of $336 million and a cumulative-effect adjustment to accumulated deficit of $156 million. Recently Issued Accounting Standards Not Yet Adopted In October 2021, the FASB issued guidance which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with guidance governing revenue from contracts with customers. We currently recognize contract assets and contract liabilities at the acquisition date based on fair value estimates, which historically has resulted in a reduction to unearned revenue on the balance sheet, and therefore, a reduction to revenue that would have otherwise been recorded as an independent entity. The guidance is effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early adoption permitted. We expect to adopt this guidance on January 1, 2023. We are currently evaluating the potential impact of the guidance on our financial position, results of operations and cash flows. |
Fair Value Measurements | We apply the following methods and assumptions in estimating our fair value measurements: Cash equivalents — The fair value measurement of money market funds is based on quoted market prices in active markets (Level 1). The fair value measurement of other cash equivalents is based on observable market-based inputs principally derived from or corroborated by observable market data (Level 2). Short-term investments — The fair value measurement of our short-term investments is based on observable market-based inputs or inputs that are derived principally from or corroborated by observable market data by correlation or other means (Level 2). Restricted cash — The carrying value of restricted cash approximates fair value due to the short period of time amounts are borrowed on our credit facilities, home sales proceeds are held in restricted accounts associated with our credit facilities and securitizations, and amounts are held in escrow (Level 1). Mortgage loans held for sale — The fair value of mortgage loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics (Level 2). Forward contracts — The fair value of mandatory loan sales commitments and derivative instruments such as forward sales of mortgage-backed securities that are utilized as economic hedging instruments is calculated by reference to quoted prices for similar assets (Level 2). Interest rate lock commitments — The fair value of interest rate lock commitments (“IRLCs”) is calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Expired commitments are excluded from the fair value measurement. Since not all IRLCs will become closed loans, we adjust our fair value measurements for the estimated amount of IRLCs that will not close. This adjustment is effected through the pull-through rate, which represents the probability that an interest rate lock commitment will ultimately result in a closed loan. For IRLCs that are cancelled or expire, any recorded gain or loss is reversed at the end of the commitment period (Level 3). |
Segment Reporting | We have three operating and reportable segments, which have been identified based on the way in which our chief operating decision-maker manages our business, makes operating decisions and evaluates operating performance. The chief executive officer acts as the chief operating decision-maker and reviews financial and operational information for the Homes, IMT and Mortgages segments. The Homes segment includes the financial results from Zillow Group’s purchase and sale of homes directly through Zillow Offers and the financial results from title and escrow services performed by Zillow Closing Services primarily in connection with the purchase and sale of Zillow Offers homes. In November 2021, our Board of Directors made the determination to wind down Zillow Offers operations. The IMT segment includes the financial results for the Premier Agent, rentals and new construction marketplaces, dotloop and display, as well as revenue from the sale of various other marketing and business products and services to real estate professionals. In the fourth quarter of 2021, we began to include the financial results of ShowingTime in the IMT segment. The Mortgages segment primarily includes the financial results for mortgage originations and the sale of mortgages on the secondary market through Zillow Home Loans and advertising sold to mortgage lenders and other mortgage professionals. Revenue and costs are directly attributed to our segments when possible. However, due to the integrated structure of our business, certain costs incurred by one segment may benefit the other segments. These costs primarily include headcount-related expenses, general and administrative expenses including executive, finance, accounting, legal, human resources, recruiting and facilities costs, product development and data acquisition costs, costs related to operating our mobile applications, and websites and marketing and advertising costs. These costs are allocated to each segment based on the estimated benefit each segment receives from such expenditures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | Amounts previously reported in the condensed consolidated statements of operations for the periods presented were revised herein as shown below (in millions): Three Months Ended As Reported As Revised Effect of Change Cost of revenue: Homes $ 641 $ 645 $ 4 IMT 28 47 19 Mortgages 18 19 1 Total cost of revenue 687 711 24 Operating expenses: Sales and marketing 193 197 4 Technology and development 149 120 (29) General and administrative 100 101 1 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
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: March 31, 2022 December 31, 2021 Range 40% - 100% 42% - 100% Weighted-average 83% 85% |
Summary of Balances of Cash Equivalents and Investments | The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in millions): March 31, 2022 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 2,315 $ 2,315 $ — $ — Treasury bills 13 — 13 — Short-term investments: U.S. government agency securities 797 — 797 — Treasury bills 189 — 189 — Corporate bonds 36 — 36 Commercial paper 10 — 10 Beneficial interests in securitizations 78 — — 78 Mortgage origination-related: Mortgage loans held for sale 93 — 93 — Forward contracts - other current assets 3 — 3 — Total $ 3,534 $ 2,315 $ 1,141 $ 78 December 31, 2021 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 2,132 $ 2,132 $ — $ — Short-term investments: U.S. government agency securities 471 — 471 — Corporate bonds 33 — 33 — Commercial paper 10 — 10 — Beneficial interests in securitizations 75 — — 75 Mortgage origination-related: Mortgage loans held for sale 107 — 107 — IRLCs 5 — — 5 Forward contracts - other current assets — — — — Forward contracts - other current liabilities — — — — Total $ 2,833 $ 2,132 $ 621 $ 80 |
Schedule of Changes in IRLCs | The following table presents the changes in our IRLCs for the periods presented (in millions): Three Months Ended 2022 2021 Balance, beginning of the period $ 5 $ 12 Issuances 6 18 Transfers (9) (24) Fair value changes recognized in earnings (2) (1) Balance, end of period $ — $ 5 |
Cash and Cash Equivalents, In_2
Cash and Cash Equivalents, Investments and Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Amortized Cost, Gross Unrealized Gains and Losses, and Estimated Fair Market Value of Cash and Cash Equivalents and Available-for-Sale Investments | The following tables present the amortized cost, gross unrealized gains and losses and estimated fair market value of our cash and cash equivalents, investments, including beneficial interests in securitizations, and restricted cash as of the dates presented (in millions): March 31, 2022 Amortized Gross Gross Estimated Cash $ 266 $ — $ — $ 266 Cash equivalents: Money market funds 2,315 — — 2,315 Treasury bills 13 — — 13 Short-term investments: U. S. government agency securities 804 — (7) 797 Treasury bills 189 — — 189 Corporate bonds 36 — — 36 Commercial paper 10 — — 10 Restricted cash 92 — — 92 Beneficial interests in securitizations 71 9 (2) 78 Total $ 3,796 $ 9 $ (9) $ 3,796 December 31, 2021 Amortized Gross Gross Estimated Cash $ 479 $ — $ — $ 479 Cash equivalents: Money market funds 2,132 — — 2,132 Short-term investments: U.S. government agency securities 473 — (2) 471 Corporate bonds 33 — — 33 Commercial paper 10 — — 10 Restricted cash 227 — — 227 Beneficial interests in securitizations 66 9 — 75 Total $ 3,420 $ 9 $ (2) $ 3,427 |
Debt Securities, Available-for-sale | The following table presents available-for-sale investments by contractual maturity date as of March 31, 2022 (in millions): Amortized Cost Estimated Fair Due in one year or less $ 920 $ 923 Due after one year 191 187 Total $ 1,111 $ 1,110 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Components of Net Inventory | The following table presents the components of inventory, net of applicable lower of cost or net realizable value adjustments, as of the dates presented (in millions): March 31, 2022 December 31, 2021 Finished goods $ 484 $ 2,728 Work-in-process 10 1,185 Inventory $ 494 $ 3,913 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Detail of Property and Equipment | The following table presents the detail of property and equipment as of the dates presented (in millions): March 31, 2022 December 31, 2021 Website development costs $ 212 $ 175 Leasehold improvements 95 107 Office equipment, furniture and fixtures 29 26 Computer equipment 19 19 Construction-in-progress 2 7 Property and equipment 357 334 Less: accumulated amortization and depreciation (123) (119) Property and equipment, net $ 234 $ 215 |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The total preliminary purchase price was allocated as follows (in millions): Cash and cash equivalents $ 15 Identifiable intangible assets 111 Goodwill 389 Other acquired assets 6 Deferred tax liability (4) Other assumed liabilities (5) Total preliminary estimated purchase price $ 512 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The estimated fair value of identifiable intangible assets acquired and associated useful lives consisted of the following (in millions): Estimated Fair Value Estimated Weighted-Average Useful Life (in years) Customer relationships $ 55 8 Developed technology 47 4 Trade names and trademarks 9 10 Total $ 111 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | The following tables present the detail of intangible assets as of the dates presented (in millions): March 31, 2022 Cost Accumulated Amortization Net Customer relationships $ 55 $ (4) $ 51 Developed technology 50 (8) 42 Software 65 (29) 36 Trade names and trademarks 46 (11) 35 Purchased content 5 (4) 1 Total $ 221 $ (56) $ 165 December 31, 2021 Cost Accumulated Amortization Net Customer relationships $ 139 $ (84) $ 55 Developed technology 133 (86) 47 Software 59 (20) 39 Trade names and trademarks 45 (9) 36 Intangibles-in-progress 2 — 2 Purchased content 4 (3) 1 Total $ 382 $ (202) $ 180 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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): March 31, 2022 December 31, 2021 Homes segment Credit facilities: Goldman Sachs Bank USA $ — $ 548 Citibank, N.A. — 770 Credit Suisse AG, Cayman Islands — 835 Securitizations: 2021-1 variable funding line — 17 2021-1 term loan 320 472 2021-2 variable funding line — 29 2021-2 term loan 470 737 Total Homes segment debt 790 3,408 Mortgages segment Repurchase agreements: Credit Suisse AG, Cayman Islands 64 77 Citibank, N.A. 13 17 Warehouse line of credit: Comerica Bank 11 19 Total Mortgages segment debt 88 113 Convertible senior notes 1.375% convertible senior notes due 2026 495 369 2.75% convertible senior notes due 2025 557 443 0.75% convertible senior notes due 2024 604 507 Total convertible senior notes 1,656 1,319 Total debt $ 2,534 $ 4,840 |
Schedule of Long-term Debt Instruments | The following tables summarize certain additional details related to our term loans as of the dates presented or for the periods ended (in millions, except interest rates): March 31, 2022 December 31, 2021 Securitization Maturity Date Aggregate Principal Weighted Average Effective Interest Rate (1) First Interest Payment Reinvestment Period Unamortized Debt Discount and Debt Issuance Costs Fair Value (2) Unamortized Debt Discount and Debt Issuance Costs Fair Value (2) 2021-1 term loan February 9, 2024 $ 320 4.14 % September 9, 2021 24 months $ — $ 320 $ 8 $ 480 2021-2 term loan October 9, 2024 473 11.29 % November 9, 2021 30 months 3 473 12 747 Total $ 793 $ 3 $ 793 $ 20 $ 1,227 (1) The weighted average effective interest rate is calculated using the outstanding principal amounts and effective interest rates for the two fixed rate components and the single principal-only component of each of the term loans. Debt discount and debt issuance costs have been allocated to the components of each term loan and will be amortized using the effective interest method with the amortization classified as a component of interest expense. (2) The estimated fair value of each of the term loans was calculated using a discounted cash flow methodology. The fair value is classified as Level 3 due to reliance on significant unobservable valuation inputs. Three Months Ended Securitization Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense 2021-1 term loan $ 3 $ 3 $ 4 $ 10 2021-2 term loan 4 5 2 11 Total $ 7 $ 8 $ 6 $ 21 |
Schedule of Revolving Credit Facilities and Lines of Credit | The following table summarizes certain details related to our repurchase agreements and warehouse line of credit (in millions, except interest rates): Lender Maturity Date Maximum Borrowing Capacity Weighted-Average Interest Rate Credit Suisse AG, Cayman Islands March 17, 2023 $ 100 2.00 % Citibank, N.A. June 10, 2022 100 2.20 % Comerica Bank June 25, 2022 60 2.51 % Total $ 260 |
Schedule of Convertible Senior Notes | The following tables summarize certain details related to our outstanding convertible senior notes as of the dates presented or for the periods ended (in millions, except interest rates): March 31, 2022 December 31, 2021 Maturity Date Aggregate Principal Amount Stated Interest Rate Effective Interest Rate Semi-Annual Interest Payment Dates Unamortized Debt Issuance Costs Fair Value Unamortized Debt Discount and Debt Issuance Costs Fair Value September 1, 2026 $ 499 1.375 % 1.57 % March 1; September 1 $ 4 $ 663 $ 130 $ 781 May 15, 2025 565 2.75 % 3.20 % May 15; November 15 8 642 122 725 September 1, 2024 608 0.75 % 1.02 % March 1; September 1 4 784 101 945 Total $ 1,672 $ 16 $ 2,089 $ 353 $ 2,451 Three Months Ended Three Months Ended Maturity Date Contractual Coupon Interest Amortization of Debt Issuance Costs Interest Expense Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense September 1, 2026 $ 2 $ — $ 2 $ 2 $ 5 $ — $ 7 May 15, 2025 4 — 4 4 7 — 11 September 1, 2024 1 — 1 1 8 1 10 July 1, 2023 — — — 1 4 1 6 Total $ 7 $ — $ 7 $ 8 $ 24 $ 2 $ 34 The following table summarizes the conversion and redemption options with respect to the Notes: Maturity Date Early Conversion Date Conversion Rate Conversion Price Optional Redemption Date September 1, 2026 March 1, 2026 22.9830 $ 43.51 September 5, 2023 May 15, 2025 November 15, 2024 14.8810 67.20 May 22, 2023 September 1, 2024 March 1, 2024 22.9830 43.51 September 5, 2022 The following table summarizes certain details related to the capped call confirmations with respect to certain of the convertible senior notes: Maturity Date Initial Cap Price Cap Price Premium September 1, 2026 $ 80.5750 150 % September 1, 2024 72.5175 125 % July 1, 2023 105.45 85 % Three Months Ended 2023 Notes 2024 Notes 2026 Notes Total Aggregate principal amount settled $ 1 $ 51 $ 1 $ 53 Shares of Class C capital stock issued 12 1,163 28 1,203 Total fair value of consideration transferred (1) $ 2 $ 154 $ 4 $ 160 Loss on extinguishment of debt: Consideration allocated to the liability component (2) $ 1 $ 41 $ 1 $ 43 Carrying value of the liability component, net of unamortized debt discount and debt issuance costs 1 40 1 42 Loss on extinguishment of debt $ — $ 1 $ — $ 1 Consideration allocated to the equity component $ 1 $ 113 $ 3 $ 117 (1) The total fair value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the conversion date and an immaterial amount of cash paid in lieu of fractional shares. (2) Consideration allocated to the liability component is based on the fair value of the liability component immediately prior to settlement, which was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Sale of Stock | The following table summarizes the activity pursuant to the equity distribution agreement for the period presented (in millions, except share data which are presented in thousands, and per share amounts): Three Months Ended Shares of Class C capital stock issued 3,164 Weighted-average issuance price per share $ 174.05 Gross proceeds (1) $ 551 (1) Net proceeds were $545 million after deducting $6 million of commissions and other offering expenses incurred. |
Share-Based Awards (Tables)
Share-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Option Award Activity | The following table summarizes option award activity for the three months ended March 31, 2022: Number Weighted- Weighted- Aggregate Outstanding at January 1, 2022 25,746 $ 72.86 7.48 $ 354 Granted 5,519 49.75 Exercised (807) 43.97 Forfeited or cancelled (1,155) 92.43 Outstanding at March 31, 2022 29,303 68.53 7.74 122 Vested and exercisable at March 31, 2022 12,890 55.63 6.19 102 |
Fair Value of Options Granted, Estimated at Date of Grant Using Black Scholes Merton Option Pricing Model | The fair value of option awards granted is estimated at the date of grant using the Black-Scholes-Merton option-pricing model, assuming no dividends and with the following assumptions for the periods presented: Three Months Ended 2022 2021 Expected volatility 55% - 60% 52% - 55% Expected dividend yield — — Risk-free interest rate 1.94% - 2.54% 0.57% - 0.90% Weighted-average expected life 4.50 - 6.00 years 4.50 - 5.75 years Weighted-average fair value of options granted $25.08 $59.74 |
Summary of Restricted Stock Units Activity | The following table summarizes activity for restricted stock units for the three months ended March 31, 2022: Restricted Weighted- Unvested outstanding at January 1, 2022 6,074 $ 66.51 Granted 4,839 49.71 Vested (689) 59.68 Forfeited (909) 63.29 Unvested outstanding at March 31, 2022 9,315 58.60 |
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 2022 2021 Cost of revenue $ 3 $ 3 Sales and marketing 12 10 Technology and development 29 26 General and administrative 38 25 Restructuring costs 9 — Total $ 91 $ 64 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the maximum number of shares and conversion price per share of Class C capital stock for each of the Notes based on the aggregate principal amount outstanding as of March 31, 2022 (in thousands, except per share amounts): Maturity Date Shares Conversion Price per Share September 1, 2026 11,464 $ 43.51 May 15, 2025 8,408 67.20 September 1, 2024 13,983 43.51 For the periods presented, the following table reconciles the denominators used in the basic and diluted net income per share calculations (in thousands): Three Months Ended 2022 2021 Denominator for basic calculation 248,542 243,234 Effect of dilutive securities: Option awards 2,558 12,437 Unvested restricted stock units 863 3,675 Denominator for dilutive calculation 251,963 259,346 For the periods presented, the following Class A common stock and Class C capital stock equivalents were excluded from the calculations of diluted net income per share because their effect would have been antidilutive (in thousands): Three Months Ended 2022 2021 Weighted-average Class A common stock and Class C capital stock option awards outstanding 5,120 2,546 Weighted-average Class A common stock and Class C capital stock restricted stock units outstanding 3,188 303 Class C capital stock issuable upon conversion of the convertible notes maturing in 2023, 2024, 2025 and 2026 33,855 39,834 Total Class A common stock and Class C capital stock equivalents 42,163 42,683 |
Segment Information and Reven_2
Segment Information and Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Revenue Categories | This information is included in the following tables for the periods presented (in millions) and prior period amounts have been recast to conform to the current format (rentals revenue is now presented as a separate revenue category and Note 2 includes additional details regarding certain reclassifications): Three Months Ended Three Months Ended Homes IMT Mortgages Homes IMT Mortgages Revenue: Zillow Offers $ 3,718 $ — $ — $ 701 $ — $ — Premier Agent — 363 — — 334 — Rentals — 61 — — 64 — Other 3 66 — 3 48 — Mortgages — — 46 — — 68 Total revenue 3,721 490 46 704 446 68 Cost of revenue (1) 3,537 65 20 645 47 19 Gross profit 184 425 26 59 399 49 Operating expenses (1): Sales and marketing 142 142 23 55 117 25 Technology and development 12 92 10 33 79 8 General and administrative 24 77 18 25 59 17 Restructuring costs 30 6 2 — — — Acquisition-related costs — — — — 1 — Total operating expenses 208 317 53 113 256 50 Income (loss) from operations (24) 108 (27) (54) 143 (1) Segment other income 6 — 1 — — 1 Segment interest expense (36) — (1) (4) — (2) Loss on extinguishment of debt (14) — — — — — Income (loss) before income taxes (2) $ (68) $ 108 $ (27) $ (58) $ 143 $ (2) (1) The following table presents depreciation and amortization expense and share-based compensation expense for each of our segments for the periods presented (in millions): Three Months Ended Three Months Ended Homes IMT Mortgages Homes IMT Mortgages Depreciation and amortization expense $ 5 $ 35 $ 3 $ 5 $ 23 $ 1 Share-based compensation expense $ 12 $ 60 $ 10 $ 16 $ 42 $ 6 (2) The following table presents the reconciliation of total segment income (loss) before income taxes to consolidated income before income taxes for the periods presented (in millions): Three Months Ended 2022 2021 Total segment income before income taxes $ 13 $ 83 Corporate interest expense (7) (34) Corporate other income 1 1 Loss on extinguishment of debt — (1) Consolidated income before income taxes $ 7 $ 49 |
Reconciliation of Segment Gross Profit and Loss | The following table presents the reconciliation of total segment income (loss) before income taxes to consolidated income before income taxes for the periods presented (in millions): Three Months Ended 2022 2021 Total segment income before income taxes $ 13 $ 83 Corporate interest expense (7) (34) Corporate other income 1 1 Loss on extinguishment of debt — (1) Consolidated income before income taxes $ 7 $ 49 |
Restructuring and Zillow Offe_2
Restructuring and Zillow Offers Wind Down (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents a summary of Zillow Offers wind down-related charges incurred for the periods presented and our estimate of the total costs we expect to incur over the wind down period (in millions): Three Months Ended Statement of Operations Classification Homes Segment IMT Segment Mortgages Segment Total Recognized Cumulative Amount Recognized Total Expected Inventory write-down Cost of revenue $ 5 $ — $ — $ 5 N/A N/A Other charges: Employee termination costs Restructuring costs $ 25 $ 6 $ 2 $ 33 $ 94 $95 - $106 Financing-related charges Interest expense and Loss on debt extinguishment 30 — — 30 36 $40 Contract termination costs Restructuring costs 4 — — 4 14 $16 - $19 Accelerated depreciation and amortization Cost of revenue 6 — — 6 11 $17 Asset write-offs Restructuring costs — — — — 1 $1 Other Restructuring costs 1 — — 1 1 $1 - $2 Total other charges 66 6 2 74 157 $170 - $185 Total $ 71 $ 6 $ 2 $ 79 $ 157 |
Schedule of Restructuring Reserve by Type of Cost | The following table presents the accrual activity for exit and disposal costs for three months ended March 31, 2022, primarily related to cash severance employee termination costs and contract termination costs (in millions): Three Months Ended Employee Termination Costs Contract Termination Costs (1) Other Total Balance, beginning of period $ 45 $ 4 $ — $ 49 Additions charged to expense 25 14 1 40 Cash payments (27) (12) — (39) Adjustments (1) (2) — (3) Balance, end of period $ 42 $ 4 $ 1 $ 47 (1) Contract termination costs for exit and disposal activities include the contractual prepayment penalties associated with our Zillow Offers financing facilities further described below under the subheading “Financing-Related Charges.” |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||
Cost of revenue | $ 3,622,000 | $ 711,000 |
Operating expenses: | ||
Sales and marketing | 307,000 | 197,000 |
Technology and development | 114,000 | 120,000 |
General and administrative | 119,000 | 101,000 |
As Reported | ||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||
Cost of revenue | 687,000 | |
Operating expenses: | ||
Sales and marketing | 193,000 | |
Technology and development | 149,000 | |
General and administrative | 100,000 | |
Effect of Change | ||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||
Cost of revenue | 24,000 | |
Operating expenses: | ||
Sales and marketing | 4,000 | |
Technology and development | (29,000) | |
General and administrative | 1,000 | |
Homes | ||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||
Cost of revenue | 3,537,000 | 645,000 |
Homes | As Reported | ||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||
Cost of revenue | 641,000 | |
Homes | Effect of Change | ||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||
Cost of revenue | 4,000 | |
IMT | ||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||
Cost of revenue | 65,000 | 47,000 |
IMT | As Reported | ||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||
Cost of revenue | 28,000 | |
IMT | Effect of Change | ||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||
Cost of revenue | 19,000 | |
Mortgages segment | ||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||
Cost of revenue | $ 20,000 | 19,000 |
Mortgages segment | As Reported | ||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||
Cost of revenue | 18,000 | |
Mortgages segment | Effect of Change | ||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||
Cost of revenue | $ 1,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Additional paid in capital | $ (6,298,000) | $ (7,001,000) | ||
Accumulated deficit | $ 4,802,000 | 5,341,000 | $ 5,510,000 | $ 4,742,000 |
Cumulative Effect, Period of Adoption, Adjustment | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Accumulated deficit | (336,000) | |||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 Retrospective | ||||
Schedule of Error Corrections and Prior Period Adjustment Restatement [Line Items] | ||||
Additional paid in capital | 492,000 | |||
Convertible senior notes | 336,000 | |||
Accumulated deficit | $ (156,000) |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Details) - IRLCs - Not Designated as Hedging Instrument | Mar. 31, 2022 | Dec. 31, 2021 |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value rates, IRLCs | 0.40 | 0.42 |
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 | 0.83 | 0.85 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value of Cash Equivalents and Investments (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 1,110 | |
Beneficial interests in securitizations | 78,000 | $ 75,000 |
Mortgage loans held for sale | 93,000 | 107,000 |
Total | 3,534,000 | 2,833,000 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interests in securitizations | 0 | 0 |
Mortgage loans held for sale | 0 | 0 |
Total | 2,315,000 | 2,132,000 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interests in securitizations | 0 | 0 |
Mortgage loans held for sale | 93,000 | 107,000 |
Total | 1,141,000 | 621,000 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interests in securitizations | 78,000 | 75,000 |
Mortgage loans held for sale | 0 | 0 |
Total | 78,000 | 80,000 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,315,000 | 2,132,000 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,315,000 | 2,132,000 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 797,000 | 471,000 |
U.S. government agency securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
U.S. government agency securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 797,000 | 471,000 |
U.S. government agency securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 13,000 | |
Short-term investments | 189,000 | |
Treasury bills | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | |
Treasury bills | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 13,000 | |
Short-term investments | 189,000 | |
Treasury bills | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | |
U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 36,000 | 33,000 |
U.S. government agency securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
U.S. government agency securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 36,000 | 33,000 |
U.S. government agency securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 10,000 | 10,000 |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 10,000 | 10,000 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
IRLCs | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 5,000 | |
IRLCs | Level 1 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
IRLCs | Level 2 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
IRLCs | Level 3 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 5,000 | |
Forward contracts | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 3,000 | 0 |
Derivative liability | 0 | |
Forward contracts | Level 1 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | 0 |
Derivative liability | 0 | |
Forward contracts | Level 2 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 3,000 | 0 |
Derivative liability | 0 | |
Forward contracts | Level 3 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 0 | 0 |
Derivative liability | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in IRLCs (Details) - IRLCs - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Asset, Rollforward [Roll Forward] | ||
Balance, beginning of the period | $ 5 | $ 12 |
Issuances | 6 | 18 |
Transfers | (9) | (24) |
Fair value changes recognized in earnings | (2) | (1) |
Balance, end of period | $ 0 | $ 5 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Measurement Input, Discount Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interest securitization, measurement input | 0.08 | |
Mortgage Loans Held For Sale | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notional amount | $ 143 | $ 305 |
IRLCs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notional amount | $ 219 | $ 388 |
Cash and Cash Equivalents, In_3
Cash and Cash Equivalents, Investments and Restricted Cash - Amortized Cost, Gross Unrealized Gains and Losses, and Estimated Fair Market Value of Cash and Cash Equivalents and Available-for-Sale Investments (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | $ 2,594,000 | $ 2,611,000 |
Short-term investments: | ||
Amortized Cost | 1,111 | |
Estimated Fair Market Value | 1,110 | |
Restricted cash | 92,000 | 227,000 |
Beneficial interest in securitization, Amortized cost | 71,000 | 66,000 |
Beneficial interest in securitization, Gross Unrealized Gains | 9,000 | 9,000 |
Beneficial interest in beneficial interest in securitization, Gross Unrealized Losses | (2,000) | 0 |
Beneficial interest in securitization, estimated fair market value | 78,000 | 75,000 |
Amortized Cost, Total | 3,796,000 | 3,420,000 |
Gross Unrealized Gains, Total | 9,000 | 9,000 |
Gross Unrealized Losses, Total | (9,000) | (2,000) |
Estimated Fair Market Value, Total | 3,796,000 | 3,427,000 |
U.S. government agency securities | ||
Short-term investments: | ||
Amortized Cost | 804,000 | 473,000 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (7,000) | (2,000) |
Estimated Fair Market Value | 797,000 | 471,000 |
Treasury bills | ||
Short-term investments: | ||
Amortized Cost | 189,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Market Value | 189,000 | |
U.S. government agency securities | ||
Short-term investments: | ||
Amortized Cost | 36,000 | 33,000 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Market Value | 36,000 | 33,000 |
Commercial paper | ||
Short-term investments: | ||
Amortized Cost | 10,000 | 10,000 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Market Value | 10,000 | 10,000 |
Cash | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | 266,000 | 479,000 |
Money market funds | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | 2,315,000 | $ 2,132,000 |
Treasury bills | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | $ 13,000 |
Cash and Cash Equivalents, In_4
Cash and Cash Equivalents, Investments and Restricted Cash - Available-for-sale Investments By Contractual Maturity Date (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Amortized Cost | |
Due in one year or less | $ 920 |
Due after one year | 191 |
Amortized Cost | 1,111 |
Estimated Fair Market Value | |
Due in one year or less | 923 |
Due after one year | 187 |
Estimated Fair Market Value | $ 1,110 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Inventory [Line Items] | |||
Finished goods | $ 484,000 | $ 2,728,000 | |
Work-in-process | 10,000 | 1,185,000 | |
Inventory | 494,000 | 3,913,000 | |
Inventory valuation adjustment | 5,000 | $ 0 | |
Homes | |||
Inventory [Line Items] | |||
Inventory valuation adjustment | $ 31,000 | $ 211,000 |
Contract Balances (Details)
Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Contract asset | $ 101 | $ 78 | |
Revenue recognized, recorded in deferred revenue as of prior period | $ 45 | $ 47 |
Contract Cost Assets (Details)
Contract Cost Assets (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Contract cost assets | $ 31,000,000 | $ 35,000,000 | |
Impairment of contract cost assets | 0 | $ 0 | |
Capitalized contract cost, amortization | $ 8,000,000 | $ 10,000,000 |
Property and Equipment, net - D
Property and Equipment, net - Detail of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated amortization and depreciation | $ 357,000 | $ 334,000 |
Less: accumulated amortization and depreciation | (123,000) | (119,000) |
Property and equipment, net | 234,000 | 215,000 |
Website development costs | ||
Property, Plant and Equipment [Line Items] | ||
Less: accumulated amortization and depreciation | 212,000 | 175,000 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Less: accumulated amortization and depreciation | 95,000 | 107,000 |
Office equipment, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Less: accumulated amortization and depreciation | 29,000 | 26,000 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Less: accumulated amortization and depreciation | 19,000 | 19,000 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Less: accumulated amortization and depreciation | $ 2,000 | $ 7,000 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Amortization and depreciation expense related to property and equipment other than website development costs | $ 8 | $ 8 |
Capitalization of website development costs | 34 | 12 |
Amortization of website development costs and intangible assets included in technology and development | 22 | 13 |
Technology and development | Software Development | ||
Property, Plant and Equipment [Line Items] | ||
Amortization of website development costs and intangible assets included in technology and development | $ 13 | $ 8 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Detail) $ in Millions | Sep. 30, 2021USD ($) |
ShowingTime.com, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Business combination, consideration transferred | $ 512 |
Acquisition - Preliminary Purch
Acquisition - Preliminary Purchase Price (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Schedule of Equity Method Investments [Line Items] | |||
Goodwill | $ 2,374,000 | $ 2,374,000 | |
ShowingTime.com, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Cash and cash equivalents | $ 15,000 | ||
Identifiable intangible assets | 111,000 | ||
Goodwill | 389,000 | ||
Other acquired assets | 6,000 | ||
Deferred tax liability | (4,000) | ||
Other assumed liabilities | (5,000) | ||
Total preliminary estimated purchase price | $ 512,000 |
Acquisition - Preliminary Estim
Acquisition - Preliminary Estimated Fair Value and Useful Lives (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |
Estimated Fair Value | $ 111,000 |
ShowingTime.com, Inc. | Customer relationships | |
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |
Estimated Fair Value | $ 55,000 |
Estimated Weighted-Average Useful Life (in years) | 8 years |
ShowingTime.com, Inc. | Developed technology | |
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |
Estimated Fair Value | $ 47,000 |
Estimated Weighted-Average Useful Life (in years) | 4 years |
ShowingTime.com, Inc. | Trade names and trademarks | |
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |
Estimated Fair Value | $ 9,000 |
Estimated Weighted-Average Useful Life (in years) | 10 years |
Intangible Assets, net - Intang
Intangible Assets, net - Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 221,000 | $ 382,000 |
Accumulated Amortization | (56,000) | (202,000) |
Net | 165,000 | 180,000 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 55,000 | 139,000 |
Accumulated Amortization | (4,000) | (84,000) |
Net | 51,000 | 55,000 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 50,000 | 133,000 |
Accumulated Amortization | (8,000) | (86,000) |
Net | 42,000 | 47,000 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 65,000 | 59,000 |
Accumulated Amortization | (29,000) | (20,000) |
Net | 36,000 | 39,000 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 46,000 | 45,000 |
Accumulated Amortization | (11,000) | (9,000) |
Net | 35,000 | 36,000 |
Intangibles-in-progress | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,000 | |
Accumulated Amortization | 0 | |
Net | 2,000 | |
Purchased content | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 5,000 | 4,000 |
Accumulated Amortization | (4,000) | (3,000) |
Net | $ 1,000 | $ 1,000 |
Intangible Assets, net - Additi
Intangible Assets, net - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of website development costs and intangible assets included in technology and development | $ 22,000,000 | $ 13,000,000 |
Non-cash impairment charge | $ 0 | $ 0 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Value of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 2,534,000 | $ 4,840,000 |
Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | 1,656,000 | 1,319,000 |
Convertible senior notes | 2026 Notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | $ 495,000 | 369,000 |
Stated Interest Rate | 1.375% | |
Convertible senior notes | 2025 Notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | $ 557,000 | 443,000 |
Stated Interest Rate | 2.75% | |
Convertible senior notes | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Total convertible senior notes | $ 604,000 | 507,000 |
Stated Interest Rate | 0.75% | |
Homes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 790,000 | 3,400,000 |
Total debt | 790,000 | 3,408,000 |
Homes | Securitization | 2021-1 term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 320,000 | 472,000 |
Homes | Securitization | 2021-2 term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 470,000 | 737,000 |
Mortgages segment | ||
Debt Instrument [Line Items] | ||
Warehouse line of credit | 88,000 | 113,000 |
Goldman Sachs Bank USA | Line of Credit | Homes | ||
Debt Instrument [Line Items] | ||
Short-term debt | 0 | 548,000 |
Citibank, N.A. | Mortgages segment | ||
Debt Instrument [Line Items] | ||
Short-term debt | 13,000 | 17,000 |
Citibank, N.A. | Line of Credit | Homes | ||
Debt Instrument [Line Items] | ||
Short-term debt | 0 | 770,000 |
Credit Suisse AG, Cayman Islands | Homes | Line of Credit | 2021-1 variable funding line | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 17,000 |
Credit Suisse AG, Cayman Islands | Homes | Line of Credit | 2021-2 variable funding line | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 29,000 |
Credit Suisse AG, Cayman Islands | Mortgages segment | ||
Debt Instrument [Line Items] | ||
Short-term debt | 64,000 | 77,000 |
Credit Suisse AG, Cayman Islands | Line of Credit | Homes | ||
Debt Instrument [Line Items] | ||
Short-term debt | 0 | 835,000 |
Comerica Bank | Line of Credit | Mortgages segment | ||
Debt Instrument [Line Items] | ||
Warehouse line of credit | $ 11,000 | $ 19,000 |
Debt - Home Segment, Variable I
Debt - Home Segment, Variable Interest Entities Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Assets | $ 7,820,000 | $ 10,695,000 |
Inventory | 494,000 | 3,913,000 |
Restricted cash | 92,000 | 227,000 |
Accounts receivable, net | 99,000 | 155,000 |
Prepaid expenses and other current assets | 386,000 | 153,000 |
Liabilities | 3,018,000 | 5,354,000 |
Accrued expenses and other current liabilities | 119,000 | 161,000 |
Homes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 790,000 | 3,400,000 |
Variable Interest Entity, Primary Beneficiary | ||
Debt Instrument [Line Items] | ||
Assets | 838,000 | 4,200,000 |
Inventory | 494,000 | 3,900,000 |
Restricted cash | 90,000 | 225,000 |
Accounts receivable, net | 29,000 | 78,000 |
Prepaid expenses and other current assets | 224,000 | |
Liabilities | 810,000 | 3,500,000 |
Accrued expenses and other current liabilities | $ 18,000 | $ 55,000 |
Debt - Home Segment, Securitiza
Debt - Home Segment, Securitization Transactions Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Payment for debt extinguishment or debt prepayment cost | $ 439,000 | $ 0 |
Loss on extinguishment of debt | (14,000) | $ (1,000) |
2021-1, Fixed Rate Term Loan 1 | Prepaid Expenses and Other Current Assets | ||
Debt Instrument [Line Items] | ||
Payment for debt extinguishment or debt prepayment cost | 1,000 | |
2021-1, Fixed Rate Term Loan 1 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Repayments of debt | 159,000 | |
Payment for debt extinguishment or debt prepayment cost | 1,000 | |
Loss on extinguishment of debt | $ (6,000) | |
Stated interest rate | 2.3425% | |
Aggregate principal amount | $ 239,000 | |
2021-1, Fixed Rate Term Loan 1 | Secured Debt | Prepaid Expenses and Other Current Assets | ||
Debt Instrument [Line Items] | ||
Repayments of debt | 87,000 | |
2021-1, Fixed Rate Term Loan 2 | Prepaid Expenses and Other Current Assets | ||
Debt Instrument [Line Items] | ||
Payment for debt extinguishment or debt prepayment cost | 1,000 | |
2021-1, Fixed Rate Term Loan 2 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Repayments of debt | 276,000 | |
Payment for debt extinguishment or debt prepayment cost | 2,000 | |
Loss on extinguishment of debt | $ (6,000) | |
Stated interest rate | 3.3524% | |
Aggregate principal amount | $ 51,000 | |
2021-1, Fixed Rate Term Loan 2 | Secured Debt | Prepaid Expenses and Other Current Assets | ||
Debt Instrument [Line Items] | ||
Repayments of debt | 132,000 | |
2021-1, Single Principal Term Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 30,000 | |
2021-2, Fixed Rate Term Loan 1 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 2.4294% | |
Aggregate principal amount | $ 349,000 | |
2021-2, Fixed Rate Term Loan 2 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 3.586% | |
Aggregate principal amount | $ 75,000 | |
2021-2, Single Principal Term Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 49,000 |
Debt - Summary of Term Loan Det
Debt - Summary of Term Loan Details (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Interest Expense | $ 44,000 | $ 40,000 | |
Secured Debt | 2021-1 term loan | |||
Debt Instrument [Line Items] | |||
Aggregate Principal Amount | $ 320,000 | ||
Weighted average effective interest rate | 4.14% | ||
Reinvestment Period | 24 months | ||
Unamortized Debt Issuance Costs | $ 0 | $ 8,000 | |
Fair value | 320,000 | 480,000 | |
Contractual Coupon Interest | 3,000 | ||
Amortization of Debt Discount | 3,000 | ||
Amortization of Debt Issuance Costs | 4,000 | ||
Interest Expense | 10,000 | ||
Secured Debt | 2021-2 term loan | |||
Debt Instrument [Line Items] | |||
Aggregate Principal Amount | $ 473,000 | ||
Weighted average effective interest rate | 11.29% | ||
Reinvestment Period | 30 months | ||
Unamortized Debt Issuance Costs | $ 3,000 | 12,000 | |
Fair value | 473,000 | 747,000 | |
Contractual Coupon Interest | 4,000 | ||
Amortization of Debt Discount | 5,000 | ||
Amortization of Debt Issuance Costs | 2,000 | ||
Interest Expense | 11,000 | ||
Secured Debt | 2021-1 and 2021-2 Term Loan | |||
Debt Instrument [Line Items] | |||
Aggregate Principal Amount | 793,000 | ||
Unamortized Debt Issuance Costs | 3,000 | 20,000 | |
Fair value | 793,000 | $ 1,227,000 | |
Contractual Coupon Interest | 7,000 | ||
Amortization of Debt Discount | 8,000 | ||
Amortization of Debt Issuance Costs | 6,000 | ||
Interest Expense | $ 21,000 |
Debt - Mortgages Segment, Sched
Debt - Mortgages Segment, Schedule of Warehouse Lines of Credit (Details) - Line of Credit - Mortgages segment - USD ($) | Mar. 31, 2022 | Mar. 18, 2022 |
Debt Instrument [Line Items] | ||
Maximum Borrowing Capacity | $ 260,000,000 | |
Credit Suisse AG, Cayman Islands | ||
Debt Instrument [Line Items] | ||
Maximum Borrowing Capacity | $ 100,000,000 | $ 100,000,000 |
Weighted-Average Interest Rate | 2.00% | |
Citibank, N.A. | ||
Debt Instrument [Line Items] | ||
Maximum Borrowing Capacity | $ 100,000,000 | |
Weighted-Average Interest Rate | 2.20% | |
Comerica Bank | ||
Debt Instrument [Line Items] | ||
Maximum Borrowing Capacity | $ 60,000,000 | |
Weighted-Average Interest Rate | 2.51% |
Debt - Mortgages Segment - Narr
Debt - Mortgages Segment - Narrative (Detail) - Mortgages segment - USD ($) | Mar. 31, 2022 | Mar. 18, 2022 | Dec. 31, 2021 |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 260,000,000 | ||
Credit Suisse AG, Cayman Islands | |||
Debt Instrument [Line Items] | |||
Short-term debt | 64,000,000 | $ 77,000,000 | |
Credit Suisse AG, Cayman Islands | Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 100,000,000 | $ 100,000,000 | |
Credit Suisse and Citibank, N.A | |||
Debt Instrument [Line Items] | |||
Short-term debt | $ 82,000,000 | $ 87,000,000 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Senior Notes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Interest Expense | $ 44,000,000 | $ 40,000,000 | |
Convertible senior notes | |||
Debt Instrument [Line Items] | |||
Aggregate Principal Amount | 1,672,000,000 | ||
Unamortized Debt Issuance Costs | 16,000,000 | $ 353,000,000 | |
Fair Value | 2,089,000,000 | 2,451,000,000 | |
Contractual Coupon Interest | 7,000,000 | 8,000,000 | |
Amortization of Debt Discount | 24,000,000 | ||
Amortization of Debt Issuance Costs | 0 | 2,000,000 | |
Interest Expense | 7,000,000 | 34,000,000 | |
Convertible senior notes | 2026 Notes | |||
Debt Instrument [Line Items] | |||
Aggregate Principal Amount | $ 499,000,000 | ||
Stated Interest Rate | 1.375% | ||
Effective Interest Rate | 1.57% | ||
Unamortized Debt Issuance Costs | $ 4,000,000 | 130,000,000 | |
Fair Value | 663,000,000 | 781,000,000 | |
Contractual Coupon Interest | 2,000,000 | 2,000,000 | |
Amortization of Debt Discount | 5,000,000 | ||
Amortization of Debt Issuance Costs | 0 | 0 | |
Interest Expense | 2,000,000 | 7,000,000 | |
Convertible senior notes | 2025 Notes | |||
Debt Instrument [Line Items] | |||
Aggregate Principal Amount | $ 565,000,000 | ||
Stated Interest Rate | 2.75% | ||
Effective Interest Rate | 3.20% | ||
Unamortized Debt Issuance Costs | $ 8,000,000 | 122,000,000 | |
Fair Value | 642,000,000 | 725,000,000 | |
Contractual Coupon Interest | 4,000,000 | 4,000,000 | |
Amortization of Debt Discount | 7,000,000 | ||
Amortization of Debt Issuance Costs | 0 | 0 | |
Interest Expense | 4,000,000 | 11,000,000 | |
Convertible senior notes | 2024 Notes | |||
Debt Instrument [Line Items] | |||
Aggregate Principal Amount | $ 608,000,000 | ||
Stated Interest Rate | 0.75% | ||
Effective Interest Rate | 1.02% | ||
Unamortized Debt Issuance Costs | $ 4,000,000 | 101,000,000 | |
Fair Value | 784,000,000 | $ 945,000,000 | |
Contractual Coupon Interest | 1,000,000 | 1,000,000 | |
Amortization of Debt Discount | 8,000,000 | ||
Amortization of Debt Issuance Costs | 0 | 1,000,000 | |
Interest Expense | 1,000,000 | 10,000,000 | |
Convertible senior notes | 2023 Notes | |||
Debt Instrument [Line Items] | |||
Contractual Coupon Interest | 0 | 1,000,000 | |
Amortization of Debt Discount | 4,000,000 | ||
Amortization of Debt Issuance Costs | 0 | 1,000,000 | |
Interest Expense | $ 0 | $ 6,000,000 |
Debt - Summary of Conversion an
Debt - Summary of Conversion and Redemption (Details) - Convertible senior notes | 3 Months Ended |
Mar. 31, 2022$ / shares | |
2026 Notes | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0229830 |
Conversion price per share (usd per share) | $ 43.51 |
2025 Notes | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0148810 |
Conversion price per share (usd per share) | $ 67.20 |
2024 Notes | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0229830 |
Conversion price per share (usd per share) | $ 43.51 |
Debt - Capped Call Confirmation
Debt - Capped Call Confirmations (Details) - Convertible senior notes | 3 Months Ended |
Mar. 31, 2022$ / shares | |
2026 Notes | |
Debt Instrument [Line Items] | |
Initial cap price (usd per share) | $ 80.5750 |
Cap Price Premium | 150.00% |
2024 Notes | |
Debt Instrument [Line Items] | |
Initial cap price (usd per share) | $ 72.5175 |
Cap Price Premium | 125.00% |
2023 Notes | |
Debt Instrument [Line Items] | |
Initial cap price (usd per share) | $ 105.45 |
Cap Price Premium | 85.00% |
Debt - Summary of Convertible D
Debt - Summary of Convertible Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Loss on extinguishment of debt: | ||
Loss on extinguishment of debt | $ (14,000) | $ (1,000) |
Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount settled | $ 53,000 | |
Shares of Class C capital stock issued (in shares) | 1,203,000,000 | |
Total fair value of consideration transferred | $ 160,000 | |
Loss on extinguishment of debt: | ||
Consideration allocated to liability component | 43,000 | |
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 42,000 | |
Loss on extinguishment of debt | 1,000 | |
Consideration allocated to the equity component | 117,000 | |
2023 Notes | Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount settled | $ 1,000 | |
Shares of Class C capital stock issued (in shares) | 12,000,000 | |
Total fair value of consideration transferred | $ 2,000 | |
Loss on extinguishment of debt: | ||
Consideration allocated to liability component | 1,000 | |
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 1,000 | |
Loss on extinguishment of debt | 0 | |
Consideration allocated to the equity component | 1,000 | |
2024 Notes | Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount settled | $ 51,000 | |
Shares of Class C capital stock issued (in shares) | 1,163,000,000 | |
Total fair value of consideration transferred | $ 154,000 | |
Loss on extinguishment of debt: | ||
Consideration allocated to liability component | 41,000 | |
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 40,000 | |
Loss on extinguishment of debt | 1,000 | |
Consideration allocated to the equity component | 113,000 | |
2026 Notes | Convertible senior notes | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount settled | $ 1,000 | |
Shares of Class C capital stock issued (in shares) | 28,000,000 | |
Total fair value of consideration transferred | $ 4,000 | |
Loss on extinguishment of debt: | ||
Consideration allocated to liability component | 1,000 | |
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 1,000 | |
Loss on extinguishment of debt | 0 | |
Consideration allocated to the equity component | $ 3,000 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes Narrative (Details) - Convertible senior notes | 3 Months Ended |
Mar. 31, 2022day | |
Convertible Senior Notes due 2023, 2024, 2025 and 2026 | |
Debt Instrument [Line Items] | |
Debt instrument, convertible threshold trading days | 20 |
Debt instrument, threshold consecutive trading days | 30 |
Convertible Senior Notes Due 2024, 2025, 2026 | |
Debt Instrument [Line Items] | |
Debt instrument, convertible threshold percentage | 130.00% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Schedule Of Income Tax [Line Items] | |||
Income tax expense (benefit) | $ (9,000) | $ (3,000) | |
Federal | |||
Schedule Of Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 2,100,000 | ||
State | |||
Schedule Of Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 73,000 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | Feb. 17, 2021USD ($) | Mar. 31, 2022USD ($)Voteshares | Mar. 31, 2021shares | Dec. 31, 2021shares | Dec. 02, 2021USD ($) |
Class of Stock [Line Items] | |||||
Preferred stock, issued (in shares) | shares | 0 | 0 | |||
Preferred stock, outstanding (in shares) | shares | 0 | 0 | |||
Stock repurchase program, authorized amount | $ | $ 750,000,000 | ||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 100,000,000 | ||||
Class A common stock | |||||
Class of Stock [Line Items] | |||||
Common stock holders voting right | Vote | 1 | ||||
Conversion of common stock conversion ratio | 1 | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock holders voting right | Vote | 10 | ||||
Class C Capital Stock | Equity Distribution Agreement | |||||
Class of Stock [Line Items] | |||||
Sale of stock, maximum consideration on transaction | $ | $ 1,000,000,000 | ||||
Shares of Class C capital stock sold (in shares) | shares | 0 | 3,164 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Equity Distribution (Details) - Class C Capital Stock - Equity Distribution Agreement - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Stock [Line Items] | ||
Shares of Class C capital stock sold (in shares) | 0 | 3,164 |
Weighted-average issuance price per share (usd per share) | $ 174.05 | |
Gross proceeds | $ 551,000 | |
Net proceeds from sale of stock | 545,000 | |
Payments for commissions | $ 6,000 |
Shareholders' Equity - Repurcha
Shareholders' Equity - Repurchase Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Class A common stock | |
Class of Stock [Line Items] | |
Shares repurchased (in shares) | shares | 1,412 |
Weighted-average price per share (in USD per share) | $ / shares | $ 58.38 |
Total purchase price | $ | $ 83,000 |
Class C capital stock | |
Class of Stock [Line Items] | |
Shares repurchased (in shares) | shares | 4,446 |
Weighted-average price per share (in USD per share) | $ / shares | $ 59.66 |
Total purchase price | $ | $ 265,000 |
Share-Based Awards - Summary of
Share-Based Awards - Summary of Option Award (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of Shares Subject to Existing Options (in thousands) | ||
Beginning Balance (in shares) | 25,746 | |
Granted (in shares) | 5,519 | |
Exercised (in shares) | (807) | |
Forfeited or cancelled (in shares) | (1,155) | |
Ending Balance (in shares) | 29,303 | 25,746 |
Vested and exercisable (in shares) | 12,890 | |
Weighted- Average Exercise Price Per Share | ||
Beginning Balance (usd per share) | $ 72.86 | |
Granted (usd per share) | 49.75 | |
Exercised (usd per share) | 43.97 | |
Forfeited or cancelled (usd per share) | 92.43 | |
Ending Balance (usd per share) | 68.53 | $ 72.86 |
Vested and exercisable (usd per share) | $ 55.63 | |
Weighted- Average Remaining Contractual Life (Years) | ||
Weighted-Average Remaining Contractual Life, Outstanding | 7 years 8 months 26 days | 7 years 5 months 23 days |
Weighted-Average Remaining Contractual Life, Vested and exercisable | 6 years 2 months 8 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Outstanding | $ 122 | $ 354 |
Aggregate Intrinsic Value, Vested and exercisable | $ 102 |
Share-Based Awards - Fair Value
Share-Based Awards - Fair Value of Options Granted, Estimated at Date of Grant Using Black Scholes Merton Option Pricing Model (Detail) - Option awards - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average fair value of options granted (usd per share) | $ 25.08 | $ 59.74 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 55.00% | 52.00% |
Risk-free interest rate | 1.94% | 0.57% |
Weighted-average expected life | 4 years 6 months | 4 years 6 months |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 60.00% | 55.00% |
Risk-free interest rate | 2.54% | 0.90% |
Weighted-average expected life | 6 years | 5 years 9 months |
Share-Based Awards - Additional
Share-Based Awards - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Option awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized cost of unvested share-based compensation awards | $ 553 |
Unvested restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation cost | $ 509 |
Share-Based Awards - Summary _2
Share-Based Awards - Summary of Restricted Stock Units Activity (Detail) - Unvested restricted stock units | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Restricted Stock Units (in thousands) | |
Beginning balance (in shares) | shares | 6,074 |
Granted (in shares) | shares | 4,839 |
Vested (in shares) | shares | (689) |
Forfeited (in shares) | shares | (909) |
Ending balance (in shares) | shares | 9,315 |
Weighted- Average Grant- Date Fair Value | |
Unvested outstanding, beginning balance (usd per share) | $ / shares | $ 66.51 |
Granted (usd per share) | $ / shares | 49.71 |
Vested (usd per share) | $ / shares | 59.68 |
Forfeited (usd per share) | $ / shares | 63.29 |
Unvested outstanding, ending balance (usd per share) | $ / shares | $ 58.60 |
Share-Based Awards - Effects of
Share-Based Awards - Effects of Share Based Compensation in Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation | $ 91,000 | $ 64,000 |
Cost of revenue | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation | 3,000 | 3,000 |
Sales and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation | 12,000 | 10,000 |
Technology and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation | 29,000 | 26,000 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation | 38,000 | 25,000 |
Restructuring costs | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation | $ 9,000 | $ 0 |
Net Income Per Share - Maximum
Net Income Per Share - Maximum Number of Shares and Conversion Price (Details) - Convertible senior notes shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
2026 Notes | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Shares (in shares) | shares | 11,464 |
Conversion price per share (usd per share) | $ / shares | $ 43.51 |
May 15, 2025 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Shares (in shares) | shares | 8,408 |
Conversion price per share (usd per share) | $ / shares | $ 67.20 |
September 1, 2024 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Shares (in shares) | shares | 13,983 |
Conversion price per share (usd per share) | $ / shares | $ 43.51 |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Denominators Used in Basic and Diluted Per Share Calculations (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Denominator for basic calculation (in shares) | 248,542 | 243,234 |
Denominator for dilutive calculation (in shares) | 251,963 | 259,346 |
Option awards | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Effect of dilutive securities, share-based payment arrangements (in shares) | 2,558 | 12,437 |
Unvested restricted stock units | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Effect of dilutive securities, share-based payment arrangements (in shares) | 863 | 3,675 |
Net Income Per Share - Antidilu
Net Income Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class A Common Stock and Class C Capital Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Class A common stock and Class C capital stock equivalents (in shares) | 42,163 | 42,683 |
Class A Common Stock and Class C Capital Stock | Weighted-average | Option awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Class A common stock and Class C capital stock equivalents (in shares) | 5,120 | 2,546 |
Class A Common Stock and Class C Capital Stock | Weighted-average | Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Class A common stock and Class C capital stock equivalents (in shares) | 3,188 | 303 |
Class C capital stock issuable upon conversion of the convertible notes maturing in 2023, 2024, 2025 and 2026 | Convertible notes maturing in 2023, 2024, 2025 and 2026 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total Class A common stock and Class C capital stock equivalents (in shares) | 33,855 | 39,834 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Nov. 16, 2021claim | Jul. 23, 2021patent | Mar. 15, 2021patent | Sep. 18, 2020petitionpatent | Jul. 21, 2020patent | Sep. 17, 2019patent | Feb. 28, 2018claim | Feb. 16, 2018claim | Feb. 05, 2018claim | Sep. 30, 2017claim |
Other Commitments [Line Items] | ||||||||||||
Escrow deposit | $ 3 | $ 55 | ||||||||||
Outstanding letters of credit | 16 | |||||||||||
Outstanding surety bonds | $ 13 | $ 12 | ||||||||||
Number of patents infringed | patent | 2 | 3 | 5 | 7 | ||||||||
Number of petitions filed | 1 | 4 | ||||||||||
Class Action Lawsuits | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Number of pending claims | claim | 2 | |||||||||||
Shareholder Derivative Lawsuits | ||||||||||||
Other Commitments [Line Items] | ||||||||||||
Number of pending claims | claim | 3 | 4 | 2 | 2 |
Segment Information and Reven_3
Segment Information and Revenue - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 3 |
Segment Information and Reven_4
Segment Information and Revenue - Revenue Categories (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Total revenue | $ 4,257,000 | $ 1,218,000 |
Cost of revenue | 3,622,000 | 711,000 |
Gross profit | 635,000 | 507,000 |
Operating expenses: | ||
Sales and marketing | 307,000 | 197,000 |
Technology and development | 114,000 | 120,000 |
General and administrative | 119,000 | 101,000 |
Acquisition-related costs | 0 | 1,000 |
Total operating expenses | 578,000 | 419,000 |
Income from operations | 57,000 | 88,000 |
Other income | 8,000 | 2,000 |
Interest expense | (44,000) | (40,000) |
Loss on extinguishment of debt | (14,000) | (1,000) |
Income before income taxes | 7,000 | 49,000 |
Operating Segments | ||
Operating expenses: | ||
Income before income taxes | 13,000 | 83,000 |
Homes | ||
Revenue: | ||
Total revenue | 3,721,000 | 704,000 |
Cost of revenue | 3,537,000 | 645,000 |
Homes | Operating Segments | ||
Revenue: | ||
Total revenue | 3,721,000 | 704,000 |
Cost of revenue | 3,537,000 | 645,000 |
Gross profit | 184,000 | 59,000 |
Operating expenses: | ||
Sales and marketing | 142,000 | 55,000 |
Technology and development | 12,000 | 33,000 |
General and administrative | 24,000 | 25,000 |
Restructuring costs | 30,000 | 0 |
Acquisition-related costs | 0 | 0 |
Total operating expenses | 208,000 | 113,000 |
Income from operations | (24,000) | (54,000) |
Other income | 6,000 | 0 |
Interest expense | (36,000) | (4,000) |
Loss on extinguishment of debt | (14,000) | 0 |
Income before income taxes | (68,000) | (58,000) |
Homes | Zillow Offers | Operating Segments | ||
Revenue: | ||
Total revenue | 3,718,000 | 701,000 |
Homes | Premier Agent | Operating Segments | ||
Revenue: | ||
Total revenue | 0 | 0 |
Homes | Rentals | Operating Segments | ||
Revenue: | ||
Total revenue | 0 | 0 |
Homes | Other | Operating Segments | ||
Revenue: | ||
Total revenue | 3,000 | 3,000 |
Homes | Mortgages | Operating Segments | ||
Revenue: | ||
Total revenue | 0 | 0 |
IMT | ||
Revenue: | ||
Total revenue | 490,000 | 446,000 |
Cost of revenue | 65,000 | 47,000 |
IMT | Operating Segments | ||
Revenue: | ||
Total revenue | 490,000 | 446,000 |
Cost of revenue | 65,000 | 47,000 |
Gross profit | 425,000 | 399,000 |
Operating expenses: | ||
Sales and marketing | 142,000 | 117,000 |
Technology and development | 92,000 | 79,000 |
General and administrative | 77,000 | 59,000 |
Restructuring costs | 6,000 | 0 |
Acquisition-related costs | 0 | 1,000 |
Total operating expenses | 317,000 | 256,000 |
Income from operations | 108,000 | 143,000 |
Other income | 0 | 0 |
Interest expense | 0 | 0 |
Loss on extinguishment of debt | 0 | 0 |
Income before income taxes | 108,000 | 143,000 |
IMT | Zillow Offers | Operating Segments | ||
Revenue: | ||
Total revenue | 0 | 0 |
IMT | Premier Agent | Operating Segments | ||
Revenue: | ||
Total revenue | 363,000 | 334,000 |
IMT | Rentals | Operating Segments | ||
Revenue: | ||
Total revenue | 61,000 | 64,000 |
IMT | Other | Operating Segments | ||
Revenue: | ||
Total revenue | 66,000 | 48,000 |
IMT | Mortgages | Operating Segments | ||
Revenue: | ||
Total revenue | 0 | 0 |
Mortgages segment | ||
Revenue: | ||
Total revenue | 46,000 | 68,000 |
Cost of revenue | 20,000 | 19,000 |
Mortgages segment | Operating Segments | ||
Revenue: | ||
Total revenue | 46,000 | 68,000 |
Cost of revenue | 20,000 | 19,000 |
Gross profit | 26,000 | 49,000 |
Operating expenses: | ||
Sales and marketing | 23,000 | 25,000 |
Technology and development | 10,000 | 8,000 |
General and administrative | 18,000 | 17,000 |
Restructuring costs | 2,000 | 0 |
Acquisition-related costs | 0 | 0 |
Total operating expenses | 53,000 | 50,000 |
Income from operations | (27,000) | (1,000) |
Other income | 1,000 | 1,000 |
Interest expense | (1,000) | (2,000) |
Loss on extinguishment of debt | 0 | 0 |
Income before income taxes | (27,000) | (2,000) |
Mortgages segment | Zillow Offers | Operating Segments | ||
Revenue: | ||
Total revenue | 0 | 0 |
Mortgages segment | Premier Agent | Operating Segments | ||
Revenue: | ||
Total revenue | 0 | 0 |
Mortgages segment | Rentals | Operating Segments | ||
Revenue: | ||
Total revenue | 0 | 0 |
Mortgages segment | Other | Operating Segments | ||
Revenue: | ||
Total revenue | 0 | 0 |
Mortgages segment | Mortgages | Operating Segments | ||
Revenue: | ||
Total revenue | $ 46,000 | $ 68,000 |
Segment Information and Reven_5
Segment Information and Revenue - Depreciation and Amortization Expense and Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Depreciation and amortization expense | $ 43,000 | $ 29,000 |
Share-based compensation expense | 91,000 | 64,000 |
Homes | Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Depreciation and amortization expense | 5,000 | 5,000 |
Share-based compensation expense | 12,000 | 16,000 |
IMT | Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Depreciation and amortization expense | 35,000 | 23,000 |
Share-based compensation expense | 60,000 | 42,000 |
Mortgages segment | Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Depreciation and amortization expense | 3,000 | 1,000 |
Share-based compensation expense | $ 10,000 | $ 6,000 |
Segment Information and Reven_6
Segment Information and Revenue - Reconciliation of Segment Gross Profit and Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total segment income before income taxes | $ 7,000 | $ 49,000 |
Corporate interest expense | (44,000) | (40,000) |
Corporate other income | 8,000 | 2,000 |
Loss on extinguishment of debt | (14,000) | (1,000) |
Consolidated income before income taxes | 7,000 | 49,000 |
Operating Segments | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Total segment income before income taxes | 13,000 | 83,000 |
Consolidated income before income taxes | 13,000 | 83,000 |
Corporate | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Corporate interest expense | (7,000) | (34,000) |
Corporate other income | 1,000 | 1,000 |
Loss on extinguishment of debt | $ 0 | $ (1,000) |
Restructuring and Zillow Offe_3
Restructuring and Zillow Offers Wind Down - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Inventory write-down | $ 5,000 | $ 0 | ||
Restructuring reserve | 47,000 | $ 49,000 | ||
One-time Termination Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve | 41,000 | |||
Total other charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve | 2,000 | |||
Contract termination costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve | $ 4,000 | $ 4,000 | ||
Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected reduction in workforce, percentage | 25.00% | |||
Percentage of wind down completed | 21.00% |
Restructuring and Zillow Offe_4
Restructuring and Zillow Offers Wind Down - Charges Incurred and Expected (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Additions charged to expense | $ 40,000 |
Employee termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Additions charged to expense | 25,000 |
Contract termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Additions charged to expense | 14,000 |
Other | |
Restructuring Cost and Reserve [Line Items] | |
Additions charged to expense | 1,000 |
Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 79,000 |
Additions charged to expense | 157,000 |
Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Inventory write-down | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 5,000 |
Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Total other charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 74,000 |
Additions charged to expense | 157,000 |
Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Employee termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 33,000 |
Additions charged to expense | 94,000 |
Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Financing-related charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 30,000 |
Additions charged to expense | 36,000 |
Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Contract termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 4,000 |
Additions charged to expense | 14,000 |
Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Accelerated depreciation and amortization | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 6,000 |
Additions charged to expense | 11,000 |
Total Expected | 17,000 |
Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Asset write-offs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Additions charged to expense | 1,000 |
Total Expected | 1,000 |
Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Other | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,000 |
Additions charged to expense | 1,000 |
Minimum | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Total other charges | |
Restructuring Cost and Reserve [Line Items] | |
Total Expected | 170,000 |
Minimum | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Employee termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Total Expected | 95,000 |
Minimum | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Financing-related charges | |
Restructuring Cost and Reserve [Line Items] | |
Total Expected | 40,000 |
Minimum | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Contract termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Total Expected | 16,000 |
Minimum | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Other | |
Restructuring Cost and Reserve [Line Items] | |
Total Expected | 1,000 |
Maximum | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Total other charges | |
Restructuring Cost and Reserve [Line Items] | |
Total Expected | 185,000 |
Maximum | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Employee termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Total Expected | 106,000 |
Maximum | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Contract termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Total Expected | 19,000 |
Maximum | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Other | |
Restructuring Cost and Reserve [Line Items] | |
Total Expected | 2,000 |
Homes | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 71,000 |
Homes | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Inventory write-down | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 5,000 |
Homes | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Total other charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 66,000 |
Homes | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Employee termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 25,000 |
Homes | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Financing-related charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 30,000 |
Homes | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Contract termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 4,000 |
Homes | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Accelerated depreciation and amortization | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 6,000 |
Homes | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Asset write-offs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Homes | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Other | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,000 |
Mortgages segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 2,000 |
Mortgages segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Inventory write-down | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Mortgages segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Total other charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 2,000 |
Mortgages segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Employee termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 2,000 |
Mortgages segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Financing-related charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Mortgages segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Contract termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Mortgages segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Accelerated depreciation and amortization | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Mortgages segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Asset write-offs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Mortgages segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Other | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
IMT Segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 6,000 |
IMT Segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Inventory write-down | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
IMT Segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Total other charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 6,000 |
IMT Segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Employee termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 6,000 |
IMT Segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Financing-related charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
IMT Segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Contract termination costs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
IMT Segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Accelerated depreciation and amortization | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
IMT Segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Asset write-offs | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
IMT Segment | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | Other | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 0 |
Restructuring and Zillow Offe_5
Restructuring and Zillow Offers Wind Down - Restructuring Reserve (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | $ 49,000 |
Additions charged to expense | 40,000 |
Cash payments | (39,000) |
Adjustments | (3,000) |
Balance, end of period | 47,000 |
Employee termination costs | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 45,000 |
Additions charged to expense | 25,000 |
Cash payments | (27,000) |
Adjustments | (1,000) |
Balance, end of period | 42,000 |
Contract termination costs | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 4,000 |
Additions charged to expense | 14,000 |
Cash payments | (12,000) |
Adjustments | (2,000) |
Balance, end of period | 4,000 |
Other | |
Restructuring Reserve [Roll Forward] | |
Balance, beginning of period | 0 |
Additions charged to expense | 1,000 |
Cash payments | 0 |
Adjustments | 0 |
Balance, end of period | $ 1,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | May 04, 2022 | Mar. 31, 2022 | Dec. 02, 2021 |
Subsequent Event [Line Items] | |||
Stock repurchase program, authorized amount | $ 750,000,000 | ||
2021-1 term loan | Secured Debt | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount | $ 320,000,000 | ||
2021-2 term loan | Secured Debt | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount | $ 473,000,000 | ||
Class A Common Stock and Class C Capital Stock | |||
Subsequent Event [Line Items] | |||
Stock repurchase program, authorized amount | $ 750,000,000 | ||
Subsequent Event | Class A Common Stock and Class C Capital Stock | |||
Subsequent Event [Line Items] | |||
Stock repurchase program, authorized amount | $ 1,000,000,000 |