Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 09, 2023 | Jun. 30, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6,875,716,337 | ||
Documents Incorporated by Reference | The information required by Part III of this Report, to the extent not set forth herein, is incorporated in this Report by reference to the Registrant’s definitive proxy statement relating to the 2023 annual meeting of shareholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the 2022 fiscal year. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001617640 | ||
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 (in shares) | 57,494,698 | ||
Class B Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 6,217,447 | ||
Class C capital stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Class C Capital Stock, par value $0.0001 per share | ||
Trading Symbol | Z | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding (in shares) | 170,631,589 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Seattle, Washington |
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,466 | $ 2,315 |
Short-term investments | 1,896 | 514 |
Accounts receivable, net of allowance for doubtful accounts | 72 | 77 |
Mortgage loans held for sale | 41 | 107 |
Prepaid expenses and other current assets | 126 | 140 |
Restricted cash | 2 | 1 |
Current assets of discontinued operations | 0 | 4,526 |
Total current assets | 3,603 | 7,680 |
Contract cost assets | 23 | 35 |
Property and equipment, net | 271 | 215 |
Right of use assets | 126 | 130 |
Goodwill | 2,374 | 2,374 |
Intangible assets, net | 154 | 176 |
Other assets | 12 | 3 |
Noncurrent assets of discontinued operations | 0 | 82 |
Total assets | 6,563 | 10,695 |
Current liabilities: | ||
Accounts payable | 20 | 11 |
Accrued expenses and other current liabilities | 90 | 89 |
Accrued compensation and benefits | 48 | 61 |
Borrowings under credit facilities | 37 | 113 |
Deferred revenue | 44 | 51 |
Lease liabilities, current portion | 31 | 24 |
Current liabilities of discontinued operations | 0 | 3,533 |
Total current liabilities | 270 | 3,882 |
Lease liabilities, net of current portion | 139 | 148 |
Convertible senior notes | 1,660 | 1,319 |
Other long-term liabilities | 12 | 5 |
Total liabilities | 2,081 | 5,354 |
Commitments and contingencies (Note 18) | ||
Shareholders’ equity: | ||
Preferred stock, $0.0001 par value; authorized — 30,000,000 shares; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 6,109 | 7,001 |
Accumulated other comprehensive income (loss) | (15) | 7 |
Accumulated deficit | (1,612) | (1,667) |
Total shareholders’ equity | 4,482 | 5,341 |
Total liabilities and shareholders’ equity | 6,563 | 10,695 |
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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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) | 57,494,698 | 61,513,634 |
Common stock, outstanding (in shares) | 57,494,698 | 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) | 170,555,565 | 182,898,987 |
Common stock, outstanding (in shares) | 170,555,565 | 182,898,987 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 1,958 | $ 2,132 | $ 1,624 |
Cost of revenue | 367 | 323 | 255 |
Gross profit (loss) | 1,591 | 1,809 | 1,369 |
Operating expenses: | |||
Sales and marketing | 664 | 715 | 535 |
Technology and development | 498 | 421 | 324 |
General and administrative | 498 | 414 | 324 |
Impairment and restructuring costs | 24 | 10 | 77 |
Acquisition-related costs | 0 | 9 | 0 |
Integration costs | 0 | 1 | 0 |
Total operating expenses | 1,684 | 1,570 | 1,260 |
Income (loss) from continuing operations | (93) | 239 | 109 |
Gain (loss) on extinguishment of debt | 0 | (17) | 1 |
Other income, net | 43 | 7 | 25 |
Interest expense | (35) | (128) | (138) |
Income (loss) from continuing operations before income taxes | (85) | 101 | (3) |
Income tax benefit (expense) | (3) | 1 | 8 |
Net income (loss) from continuing operations | (88) | 102 | 5 |
Net loss from discontinued operations, net of income taxes | (13) | (630) | (167) |
Net income (loss) from continuing operations | $ (101) | $ (528) | $ (162) |
Earnings Per Share From Continuing Operation [Abstract] | |||
Basic (USD per share) | $ (0.36) | $ 0.41 | $ 0.02 |
Diluted (USD per share) | (0.36) | 0.39 | 0.02 |
Earnings Per Share [Abstract] | |||
Basic (USD per share) | (0.42) | (2.11) | (0.72) |
Diluted (USD per share) | $ (0.42) | $ (2.02) | $ (0.70) |
Weighted Earnings Per Share Abstract [Abstract] | |||
Basic (in shares) | 242,163 | 249,937 | 223,848 |
Diluted (in shares) | 242,163 | 261,826 | 231,435 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Unwind of capped call transactions | $ (101) | $ (528) | $ (162) |
Other comprehensive income (loss): | |||
Unrealized gains (losses) on investments | (22) | 7 | 0 |
Repurchases of Class C capital stock | (22) | 7 | 0 |
Comprehensive loss | $ (123) | $ (521) | $ (162) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Millions | Total | Cumulative-effect adjustment from adoption of guidance on accounting for convertible instruments and contracts in an entity’s own equity | Class A Common Stock, Class B Common Stock and Class C Capital Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative-effect adjustment from adoption of guidance on accounting for convertible instruments and contracts in an entity’s own equity | Accumulated Deficit | Accumulated Deficit Cumulative-effect adjustment from adoption of guidance on accounting for convertible instruments and contracts in an entity’s own equity | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Dec. 31, 2019 | $ 3,435 | $ 0 | $ 4,412 | $ (977) | $ 0 | |||
Beginning Balance (in shares) at Dec. 31, 2019 | 209,067 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common and capital stock upon exercise of stock options | 444 | 444 | ||||||
Issuance of common and capital stock upon exercise of stock options (in shares) | 13,745 | |||||||
Vesting of restricted stock units (in shares) | 3,013 | |||||||
Share-based compensation expense | 214 | 214 | ||||||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs | 412 | 412 | ||||||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs (in shares) | 8,800 | |||||||
Equity component of issuance of convertible senior notes maturing in 2025, net of issuance costs | 155 | 155 | ||||||
Settlement of convertible senior notes | 244 | 244 | ||||||
Settlement of convertible senior notes (in shares) | 6,219 | |||||||
Unwind of Capped Call Transactions | (318) | |||||||
Unwind of capped call transactions | (162) | (162) | ||||||
Other comprehensive income | 0 | |||||||
Ending Balance at Dec. 31, 2020 | 4,742 | $ 0 | 5,881 | (1,139) | 0 | |||
Ending Balance (in shares) at Dec. 31, 2020 | 240,526 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common and capital stock upon exercise of stock options | 127 | 127 | ||||||
Issuance of common and capital stock upon exercise of stock options (in shares) | 3,304 | |||||||
Vesting of restricted stock units (in shares) | 2,982 | |||||||
Restricted stock units withheld for tax liability (in shares) | (1) | |||||||
Share-based compensation expense | 347 | 347 | ||||||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs | 545 | 545 | ||||||
Issuance of Class C capital stock in connection with equity offering, net of issuance costs (in shares) | 3,164 | |||||||
Settlement of convertible senior notes | 403 | 403 | ||||||
Settlement of convertible senior notes (in shares) | 6,265 | |||||||
Unwind of Capped Call Transactions | (666) | |||||||
Repurchases of Class A common stock and Class C capital stock | (302) | (302) | ||||||
Repurchases of Class A common stock and Class C capital stock (in shares) | (4,944) | |||||||
Unwind of capped call transactions | (528) | (528) | ||||||
Other comprehensive income | 7 | 7 | ||||||
Ending Balance at Dec. 31, 2021 | 5,341 | $ (336) | $ 0 | 7,001 | $ (492) | (1,667) | $ 156 | 7 |
Ending Balance (in shares) at Dec. 31, 2021 | 250,630 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common and capital stock upon exercise of stock options | $ 45 | 45 | ||||||
Issuance of common and capital stock upon exercise of stock options (in shares) | 1,129 | 1,129 | ||||||
Vesting of restricted stock units (in shares) | 4,722 | |||||||
Share-based compensation expense | $ 502 | 502 | ||||||
Repurchases of Class A common stock and Class C capital stock | (947) | (947) | ||||||
Repurchases of Class A common stock and Class C capital stock (in shares) | (22,213) | |||||||
Unwind of capped call transactions | (101) | (101) | ||||||
Other comprehensive income | (22) | (22) | ||||||
Ending Balance at Dec. 31, 2022 | $ 4,482 | $ 0 | $ 6,109 | $ (1,612) | $ (15) | |||
Ending Balance (in shares) at Dec. 31, 2022 | 234,268 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net loss | $ (101) | $ (528) | $ (162) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 157 | 130 | 111 |
Share-based compensation | 451 | 312 | 197 |
Amortization of right of use assets | 23 | 23 | 24 |
Amortization of contract cost assets | 30 | 42 | 37 |
Amortization of debt discount and debt issuance costs | 26 | 104 | 102 |
Gain (loss) on extinguishment of debt | 21 | 17 | (1) |
Impairment and restructuring costs | 0 | 57 | 77 |
Inventory valuation adjustment | 9 | 408 | 0 |
Other adjustments to reconcile net loss to net cash provided by (used in) operating activities | (3) | 12 | (3) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 82 | (82) | (7) |
Mortgage loans held for sale | 66 | 224 | (294) |
Inventory | 3,904 | (3,827) | 345 |
Prepaid expenses and other assets | 6 | (82) | (16) |
Contract cost assets | (18) | (26) | (42) |
Lease liabilities | (21) | (29) | (2) |
Accounts payable | 3 | 5 | 13 |
Accrued expenses and other current liabilities | (71) | 61 | 15 |
Accrued compensation and benefits | (60) | 13 | 10 |
Deferred revenue | (7) | 1 | 9 |
Other long-term liabilities | 7 | (12) | 10 |
Net cash provided by (used in) operating activities | 4,504 | (3,177) | 423 |
Investing activities | |||
Proceeds from maturities of investments | 802 | 2,206 | 2,232 |
Proceeds from sales of investments | 0 | 0 | 116 |
Purchases of investments | (2,191) | (516) | (3,287) |
Purchases of property and equipment | (115) | (74) | (85) |
Purchases of intangible assets | (25) | (31) | (24) |
Proceeds from sale of equity investment | 0 | 0 | 10 |
Cash paid for acquisitions, net | (4) | (497) | 0 |
Net cash provided by (used in) investing activities | (1,533) | 1,088 | (1,038) |
Financing activities | |||
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 0 | 553 |
Proceeds from issuance of Class C capital stock, net of issuance costs | 0 | 545 | 412 |
Proceeds from issuance of term loan, net of issuance costs | 0 | 1,138 | 0 |
Proceeds from borrowings on credit facilities | 0 | 3,618 | 349 |
Repayments of borrowings on credit facilities | (2,206) | (1,780) | (679) |
Net borrowings (repayments) on warehouse line of credit and repurchase agreements | (76) | (197) | 279 |
Repurchases of Class A common stock and Class C capital stock | (947) | (302) | 0 |
Settlement of long-term debt | (1,158) | (1) | (195) |
Proceeds from exercise of stock options | 46 | 127 | 444 |
Net cash provided by (used in) financing activities | (4,341) | 3,148 | 1,163 |
Net increase (decrease) in cash, cash equivalents and restricted cash during period | (1,370) | 1,059 | 548 |
Cash, cash equivalents and restricted cash at beginning of period | 2,838 | 1,779 | 1,231 |
Cash, cash equivalents and restricted cash at end of period | 1,468 | 2,838 | 1,779 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 50 | 109 | 51 |
Cash paid for taxes | 6 | 0 | 0 |
Noncash transactions: | |||
Write-off of fully amortized intangible assets | 203 | 58 | 63 |
Write-off of fully depreciated property and equipment | 53 | 49 | 115 |
Capitalized share-based compensation | 51 | 30 | 17 |
Issuance (settlement) of beneficial interests in securitizations | $ (79) | $ 63 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business Zillow Group is reimagining real estate to make it easier to unlock life’s next chapter. As the most visited real estate website in the United States, Zillow and its affiliates offer customers an on-demand experience for selling, buying, renting or financing with transparency and ease. Our portfolio of consumer brands includes Zillow Premier Agent, Zillow Home Loans, our affiliate lender, Zillow Closing Services, Zillow Rentals, Trulia, StreetEasy, HotPads and Out East. In addition, Zillow Group provides a comprehensive suite of marketing software and technology solutions for the real estate industry which include Mortech, New Home Feed and ShowingTime+, which houses ShowingTime, Bridge Interactive, dotloop and interactive floor plans. In the fourth quarter of 2021, we began to wind down the operations of Zillow Offers, our iBuying business which purchased and sold homes directly in markets across the country. The wind down was completed in the third quarter of 2022, and we have presented the financial results of Zillow Offers as discontinued operations in our consolidated financial statements for all periods presented. See Note 3 for additional information. 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; changes in general economic and financial conditions (including federal monetary policy, interest rates, inflation, home price fluctuations, housing inventory, labor shortages and supply chain issues); our investment of resources to pursue strategies and develop new products and services that may not prove effective or that are not attractive for customers and real estate partners or that do not allow us to compete successfully; our compliance with multiple listing service rules and requirements to access and use listing data, and 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; our ability to operate and grow our mortgage origination business, including the ability to obtain sufficient financing and resell originated mortgages on the secondary market; the duration and impact of natural disasters and other catastrophic events (including public health crises) on our ability to operate, demand for our products or services or general economic conditions; our ability to realize the benefits of our past or future strategic partnerships, acquisitions, joint ventures, capital-raising activities, investments or other corporate transactions or commitments; our ability to manage advertising inventory or pricing; effectivity of our technology and information security systems, or those of third parties on which we rely; changes in laws or government regulation affecting our business; outcomes of legal proceedings; 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include Zillow Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”). We have presented the financial results of Zillow Offers as discontinued operations in our consolidated financial statements for all periods presented. See Note 3 for additional information. 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, 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, the presentation of discontinued and continuing operations, business combinations and the recoverability of goodwill, among others. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The health of the residential housing market, interest rate environment and the COVID-19 pandemic (including variants) have introduced significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact the estimates previously listed, among others. Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents, investments, accounts receivable and mortgage loans held for sale. We place cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, in order to limit exposure of our investments. Credit risk with respect to accounts receivable is dispersed due to the large number of customers. There were no customers that comprised 10% or more of our total accounts receivable as of December 31, 2022 and 2021. Further, our credit risk on accounts receivable is mitigated by the relatively short payment terms that we offer. Collateral is not required for accounts receivable. We maintain an allowance for doubtful accounts such that receivables are stated at net realizable value. Similarly, our credit risk on mortgage loans held for sale is dispersed due to a large number of customers and is mitigated by the fact that we typically sell mortgages on the secondary market within a relatively short period of time after the loan is originated. Cash and Cash Equivalents Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Our cash equivalents include only investments with original maturities of three months or less. We regularly maintain cash in excess of federally insured limits at financial institutions. Short-term Investments Our investments consist of fixed income securities, which include U.S. government treasury securities, U.S. government agency securities, investment grade corporate securities, and commercial paper. The investments are available to support current operations and are classified as short-term investments measured at fair value. Our investment policy only allows for purchases of investment-grade securities and provides guidelines on concentrations to ensure minimum risk of loss. We evaluate whether unrealized losses on available-for-sale debt securities are the result of credit worthiness of the securities held or other non-credit related factors. If an unrealized loss is the result of credit quality factors, we recognize an allowance reflective of our current estimate of credit losses expected to be incurred over the life of the financial instrument on a specific identification basis upon initial recognition and at each reporting period. If a reduction in value is a result of other factors, we continue to classify the losses as a reduction of comprehensive loss unless either we intend to sell the security or it is more likely than not we will be required to sell the security. We did not identify any unrealized loss positions in our available-for-sale securities that were the result of credit losses as of December 31, 2022 or 2021. Additionally, we have the ability to hold to maturity and more likely than not will not be required to sell the securities before a recovery of the amortized cost basis has occurred. Restricted Cash Restricted cash primarily consists of amounts held in escrow related to funding customer home purchases in our mortgage origination business. Mortgage Loans Held for Sale Mortgage loans held for sale include residential mortgages originated for sale in the secondary market in connection with Zillow Home Loans. We have elected the fair value option for all mortgage loans held for sale as election of this option allows for a better offset of the changes in fair values of the loans and the derivative instruments used to economically hedge them without having to apply complex hedge accounting provisions. Mortgage loans held for sale are initially recorded at fair value based on either sale commitments or current market quotes and are adjusted for subsequent changes in fair value until the loans are sold. Net origination costs and fees associated with mortgage loans are recognized as incurred. We sell substantially all of the mortgages we originate and the related servicing rights to third-party purchasers. Interest income is earned from the date a mortgage loan is originated until the loan is sold and is classified within other income, net in the consolidated statements of operations. Substantially all of the mortgage loans originated are sold within a short period of time in the secondary mortgage market on a servicing released, nonrecourse basis, which limits exposure to nonperformance by loan buyer counterparties. However, we remain liable for certain limited representations and warranties related to loan sales, such as non-compliance with defined loan origination or documentation standards, including misstatement in the loan documents, early payoff or default on early payments. Mortgage investors could seek to have us buy back loans or compensate them for losses incurred on mortgages we have sold based on claims that we breached our limited representations and warranties. We record a reserve for probable losses in connection with the sale of mortgage loans within other long-term liabilities in the consolidated balance sheet. Loan Commitments and Related Derivatives We are party to interest rate lock commitments (“IRLCs”), which are extended to borrowers who have applied for loan funding and meet defined credit and underwriting criteria in connection with our Zillow Home Loans mortgage origination business. IRLCs are accounted for as derivative instruments recorded at fair value with gains and losses recognized in revenue in the consolidated statements of operations. We manage our interest rate risk related to IRLCs and mortgage loans held for sale through the use of derivative instruments, generally forward contracts on mortgage-backed securities (“MBSs”), which are commitments to either purchase or sell a specified financial instrument at a specified future date for a specified price, and mandatory loan commitments, which are an obligation by an investor to buy loans at a specified price within a specified time period. We do not enter into or hold derivatives for trading or speculative purposes, and our derivatives are not designated as hedging instruments. Changes in the fair value of our derivative financial instruments are recognized in revenue in our consolidated statements of operations, and the fair values are reflected in other current assets or other current liabilities, as applicable. Refer to Note 4 to our consolidated financial statements for additional information regarding IRLCs and related derivatives. There are no credit-risk-related contingent features within our derivative agreements, and counterparty risk is considered minimal. Gains and losses on IRLCs are substantially offset by corresponding gains or losses on forward contracts on MBSs and mandatory loan commitments. We are generally not exposed to variability in cash flows of derivative instruments for more than approximately 90 days. Contract Balances Accounts receivable represent our unconditional right to consideration. Accounts receivable are generally due within 30 days and are recorded net of the allowance for doubtful accounts. We have an allowance for doubtful accounts for our accounts receivable balances, which represents our estimate of expected credit losses over the contractual life of the accounts receivable. To evaluate the adequacy of our allowance for doubtful accounts each reporting period, we analyze the accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivable balances, payment terms, historical loss experience, current information and future expectations. Changes to the allowance for doubtful accounts are adjusted through credit loss expense, which is included in general and administrative expenses in the consolidated statements of operations. Contract assets represent our right to consideration in exchange for goods and services that we have transferred to the customer when that right is conditional on something other than the passage of time. Contract assets are primarily related to our Premier Agent Flex, Zillow Lease Connect 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 Zillow Lease Connect. We recognize revenue when we satisfy our performance obligations under the corresponding contracts. The current portion of contract assets are recorded within prepaid expenses and other current assets and the long-term portion of contract assets are recorded within other assets in our consolidated balance sheets. Contract liabilities consist of deferred revenue, which relates to payments received in advance of performance under a revenue contract. Deferred revenue is primarily related to prepaid advertising fees received or billed in advance of satisfying our performance obligations and prepaid but unrecognized subscription revenue. Deferred revenue is recognized when or as we satisfy our obligations under contracts with customers. Contract Cost Assets We capitalize certain incremental costs of obtaining contracts with customers which we expect to recover. These costs relate to commissions paid to sales personnel, primarily for our Premier Agent program. As a practical expedient, we recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. Capitalized commission costs are recorded as contract cost assets in our consolidated balance sheets. Contract cost assets are amortized to expense on a straight-line basis over a period that is consistent with the transfer to the customer of the products or services to which the asset relates, generally the estimated life of the customer relationship. Amortization expense related to contract cost assets is included in sales and marketing expenses in our consolidated statements of operations. In determining the estimated life of our customer relationships, we consider quantitative and qualitative data, including, but not limited to, historical customer data, recent changes or expected changes in product or service offerings and changes in how we monetize our products and services. The amortization period for capitalized contract costs related to our Premier Agent program is approximately three years. We monitor our contract cost assets for impairment and recognize an impairment loss in the consolidated statements of operations to the extent the carrying amount of the asset recognized exceeds the amount of consideration that we expect to receive in the future and that we have received but have not recognized in revenue less the costs that relate directly to providing those goods or services that have not yet been recognized as expenses. Refer to Note 7 of our consolidated financial statements for more information regarding contract cost assets. Property and Equipment Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Computer equipment 2 to 3 years Office equipment, furniture and fixtures 5 to 7 years Leasehold improvements Shorter of expected useful life or lease term Maintenance and repair costs are charged to expense as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. Upon disposal of a fixed asset, we record a gain or loss based on the difference between the proceeds received and the net book value of the disposed asset. We remove fully depreciated property and equipment from the cost and accumulated depreciation amounts disclosed. Website and Software Development Costs The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized in property and equipment and amortized on a straight-line basis over their estimated useful lives. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Amortization expense related to capitalized website and software development costs is included in cost of revenue in our consolidated statements of operations. Capitalized development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at one Construction-in-progress primarily consists of website development costs that are capitalizable, but for which the associated applications have not been placed in service. Leases Our lease portfolio is primarily composed of operating leases for our office space. We determine whether a contract is or contains a lease at inception of the contract. Our operating leases are included in right of use assets and lease liabilities on our consolidated balance sheets. We do not have any material financing leases. We have lease agreements that include both lease components (e.g., fixed rent) and non-lease components (e.g., common area maintenance). For such leases, we account for the lease and non-lease components as a single component. For leases with an initial term of 12 months or less, we recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Right of use assets represent our right to use an underlying asset during the lease term and lease liabilities represent our obligation to make lease payments. Right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of the total lease payments not yet paid, including lease incentives not yet received, with the right of use assets further adjusted for any prepaid or accrued lease payments, lease incentives received and/or initial direct costs incurred. Certain lease arrangements also include variable payments for costs such as common-area maintenance, utilities, taxes or other operating costs, which are based on a percentage of actual expenses incurred or a fluctuating rate which is unknown at the inception of the contract. These variable lease payments are excluded from the measurement of the right of use assets and lease liabilities. Our leases have remaining lease terms ranging from less than one year to ten years, most of which include one or more options to extend the lease term. The renewal options can generally extend the lease term for up to an additional five As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. We apply a portfolio approach for determining the incremental borrowing rate based on the applicable lease terms and the current economic environment. We recognize lease expense for operating leases on a straight-line basis over the lease term. Variable lease payments are generally recognized when incurred. These expenses are included in general and administrative expenses in the consolidated statements of operations. From time to time, we may enter into sublease agreements with third parties. Our subleases generally do not relieve us of our primary obligations under the corresponding head lease. As a result, we account for the head lease based on the original assessment at lease inception. We determine if the sublease arrangement is either a sales-type, direct financing, or operating lease at inception of the sublease. If the total remaining lease cost on the head lease for the term of the sublease is greater than the anticipated sublease income, the right of use asset is assessed for impairment. Our subleases are generally operating leases and we recognize sublease income on a straight-line basis over the sublease term. Recoverability of Goodwill Goodwill is measured as the excess of consideration transferred for an acquired business over the net of the acquisition date fair values of the assets acquired and the liabilities assumed, and is not amortized. We assess the impairment of goodwill at the reporting unit level on an annual basis, in our fourth quarter, or whenever events or changes in circumstances indicate that goodwill may be impaired. In our evaluation of goodwill, we initially perform a qualitative assessment to determine whether the existence of events or circumstances indicates that it is more likely than not that the carrying value of each reporting unit is greater than its fair value. If it is more likely than not that the carrying value of a reporting unit is greater than its fair value, we perform a quantitative assessment and an impairment charge is recorded in our statements of operations for the excess of carrying value of the reporting unit over its fair value. During the years ended December 31, 2022, 2021 and 2020, we did not record any impairments related to goodwill. Refer to Note 10 for additional information related to goodwill. Intangible Assets We purchase and license data content from multiple data providers. This data content consists of United States county data about home details and other information relating to the purchase price of homes, both current and historical, as well as imagery, mapping and parcel data that is displayed on our mobile applications and websites. In some instances, we retain perpetual rights to this information after our contract with a vendor ends; in other instances, the information and data are licensed only during the fixed term of the agreement. Additionally, certain data license agreements provide for uneven payment amounts throughout the contract term. We capitalize payments made to third parties for data licenses that we expect to recover through generation of revenue and margins. For data license contracts that include uneven payment amounts, we capitalize the payments as they are made as an intangible asset and the total contract value is typically amortized on a straight-line basis over the term of the contract, which is equivalent to the estimated useful life of the asset. The amortization period for the capitalized purchased content is based on our best estimate of the useful life of the asset, which ranges from three Under certain other data agreements, the underlying data is obtained on a subscription basis with consistent monthly or quarterly recurring payment terms over the contractual period. Upon the expiration of such arrangements, we no longer have the right to access the related data, and therefore, the costs incurred under such contracts are not capitalized and are expensed as payments are made. We also capitalize costs related to the license of certain internal-use software from third parties, including certain licenses of software in cloud computing arrangements. Additionally, we capitalize costs incurred during the application development stage related to the development of internal-use software and enterprise cloud computing services. We expense costs as incurred related to the planning and post-implementation phases of development. Capitalized internal-use software costs are amortized on a straight-line basis over the estimated useful life of the asset, which is currently one Intangibles-in-progress consist of purchased content and software that are capitalizable but have not been placed in service. We also have intangible assets for developed technology, customer relationships, and trade names and trademarks which we recorded in connection with acquisitions. Purchased intangible assets with a determinable economic life are carried at cost less accumulated amortization. These intangible assets are amortized over the estimated useful life of the asset on a straight-line basis. For each of the intangible assets described above, we have removed fully amortized assets from the cost and accumulated amortization amounts disclosed. Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets We evaluate intangible assets and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset group to future undiscounted net cash flows expected to be generated. We group assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. If this comparison indicates impairment, the amount of impairment to be recognized is calculated as the difference between the carrying value and the fair value of the asset group. Business Combinations We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions for the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that we identify adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. We recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Revenue Recognition We recognize revenue when or as we satisfy our performance obligations by transferring control of the promised products or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products or services. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component as the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service is generally one year or less. We do not disclose the transaction price related to remaining performance obligations for (i) contracts with an original expected duration of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for performance completed to date. The remaining duration over which we satisfy our performance obligations is generally less than one year. IMT Segment Premier Agent Revenue. Premier Agent revenue is derived from our Premier Agent program. Our Premier Agent program offers a suite of marketing and business technology products and services to help real estate agents and brokers achieve their advertising goals while growing and managing their businesses and brands. All Premier Agents receive access to a dashboard portal on our mobile application and website that provides individualized program performance analytics, our customer relationship management, or CRM, tool that captures detailed information about each contact made with a Premier Agent through our mobile and web platforms and our account management tools. The marketing and business technology products and services promised to Premier Agents are delivered over time, as the customer simultaneously receives and consumes the benefit of the performance obligations. Premier Agent advertising products, which include the delivery of validated consumer connections, or leads, are primarily offered on a share of voice basis. Payment is received prior to the delivery of connections. Connections are delivered when consumer contact information is provided to Premier Agents. We do not promise any minimum or maximum number of connections to customers, but instead control when and how many connections to deliver based on a customer’s share of voice. We determine the number of connections to deliver to Premier Agents in each zip code using a market-based pricing method in consideration of the total amount spent by Premier Agents to purchase connections in the zip code during the month. This results in the delivery of connections over time in proportion to each Premier Agent’s share of voice. A Premier Agent’s share of voice in a zip code is determined by their proportional monthly prepaid spend in that zip code as a percentage of the total monthly prepaid spend of all Premier Agents in that zip code, and determines the proportion of consumer connections a Premier Agent receives. The number of connections delivered for a given spend level is dynamic - as demand for advertising in a zip code increases or decreases, the number of connections delivered to a Premier Agent in that zip code decreases or increases accordingly. We primarily recognize revenue related to the Premier Agent products and services based on the monthly prepaid spend recognized on a straight-line basis during the monthly billing period over which the products and services are provided. This methodology best depicts how we satisfy our performance obligations to customers, as we continuously transfer control of the performance obligations to the customer over time. Given a Premier Agent typically prepays their monthly spend and the monthly spend is refunded on a pro-rata basis upon cancellation of the contract by a customer, we have determined that Premier Agent contracts are effectively daily contracts, and each performance obligation is satisfied over time as each day lapses. We have not allocated the transaction price to each performance obligation within our Premier Agent arrangements, as the amounts recognized would be the same irrespective of any allocation. We also offer a pay for performance pricing model called “Flex” for Premier Agent advertising services in certain markets. Flex is available to select partners alongside our legacy market-based pricing model. With the Flex model, Premier Agents are provided with validated leads at no initial cost and pay a performance advertising fee only when a real estate transaction is closed with one of the leads within two years. With this pricing model, the transaction price represents variable consideration, as the amount to which we expect to be entitled varies based on the number of validated leads that convert into real estate transactions and the value of those transactions. We estimate variable consideration and record revenue as performance obligations, or validated leads, are transferred. We do not believe that a significant reversal in the amount of cumulative revenue recognized will occur once the uncertainty related to the number of transactions closed is subsequently resolved. We record a corresponding contract asset for the estimate of variable consideration for Flex when the right to the consideration is conditional. When the right to consideration becomes unconditional, we reclassify amounts to accounts receivable. Rentals Revenue. Rentals revenue includes the sale of advertising and a suite of tools to rental professionals, landlords and other market participants under the Zillow and StreetEasy brands. Rentals revenue includes revenue generated by advertising sold to property managers, landlords and other rental professionals on a cost per lead, click, lease, listing or impression basis or for a fixed fee for certain advertising packages. Rentals revenue also includes revenue generated from our rental applications product, through which potential renters can submit applications to multiple properties for a flat service fee. We recognize revenue as leads, clicks and impressions are provided to rental professionals, or as rental listings are published on our mobile applications and websites, which is the amount for which we have the right to invoice. We recognize revenue related to our fixed fee rentals product on a straight-line basis over the contract term as the performance obligations, rental listings on our mobile applications and websites, are satisfied over time based on time elapsed. The number of leases generated through our rentals pay per lease product, Zillow Lease Connect, during the period is accounted for as variable consideration, and we estimate the amount of variable consideration based on the expected number of qualified leases secured during the period. We do not believe that a significant reversal in the amount of cumulative revenue recognized will occur once the uncertainty related to the number of leases secured is subsequently resolved. We record a corresponding contract asset for the estimate of variable consideration for Zillow Lease Connect when the right to the consideration is conditional. When the right to consideration becomes unconditional, we reclassify amounts to accounts receivable. Rentals revenue also includes revenue generated from our rental applications product through which potential renters can submit applications to multiple rental properties over a 30-day period for a flat service fee. We recognize revenue for the rental applications product on a straight-line basis during the contractual period over which the customer has the right to access and submit the rental application. Other Revenue. Other IMT revenue primarily includes revenue generated by our new construction marketplace and revenue from the sale of other advertising and business technology solutions for real estate professionals, including display, StreetEasy for-sale product offerings and ShowingTime+, which houses ShowingTime, Bridge Interactive, dotloop and interactive floor plans. Our new construction marketing solutions allow home builders to showcase their available inventory to home shoppers. New construction revenue primarily includes revenue generated by advertisi |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Zillow Offers Wind Down In November 2021, the Board of Directors of Zillow Group made the determination to wind down Zillow Offers operations. This decision was made in light of home pricing unpredictability, capacity constraints and other operational challenges faced by Zillow Offers that were exacerbated by an unprecedented housing market, a global pandemic and a difficult labor and supply chain environment, all of which led us to conclude that, despite its initial promise in earlier quarters, Zillow Offers was unlikely to be a sufficiently stable line of business to meet our goals going forward. Historically Zillow Offers has been reported within our Homes segment. The wind down of Zillow Offers was completed in the third quarter of 2022, at which time Zillow Offers met the criteria for discontinued operations. Accordingly, we have presented the assets and liabilities and results of operations, excluding allocation of any general corporate expenses, of Zillow Offers for all periods presented as discontinued operations in our consolidated financial statements. No assets or liabilities were classified as discontinued operations as of December 31, 2022. The following table presents the major classes of assets and liabilities of discontinued operations as of December 31, 2021 (in millions): Assets Current assets: Cash and cash equivalents $ 296 Accounts receivable, net 78 Inventory 3,913 Prepaid expenses and other current assets 13 Restricted cash 226 Total current assets of discontinued operations 4,526 Intangible assets, net 4 Other assets 78 Total assets of discontinued operations $ 4,608 Liabilities Current liabilities: Accounts payable $ 6 Accrued expenses and other current liabilities 72 Accrued compensation and benefits 47 Borrowings under credit facilities 2,199 Securitization term loans 1,209 Total current liabilities of discontinued operations $ 3,533 The following table presents the major classes of line items of the discontinued operations included in the consolidated statements of operations for the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Revenue $ 4,249 $ 6,015 $ 1,716 Cost of revenue 4,023 6,071 1,611 Gross profit (loss) 226 (56) 105 Operating expenses: Sales and marketing 153 361 156 Technology and development 6 53 66 General and administrative 10 35 33 Impairment and restructuring costs 25 62 — Total operating expenses 194 511 255 Income (loss) from discontinued operations 32 (567) (150) Loss on extinguishment of debt (21) — — Other income, net 13 3 — Interest expense (36) (64) (17) Loss from discontinued operations before income taxes (12) (628) (167) Income tax benefit (expense) (1) (2) — Net loss from discontinued operations $ (13) $ (630) $ (167) Net loss from discontinued operations per share: Basic $ (0.05) $ (2.52) $ (0.75) Diluted $ (0.05) $ (2.41) $ (0.72) The following table presents significant non-cash items and capital expenditures of the discontinued operations for the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Amortization of debt discount and debt issuance costs $ 21 $ 11 $ — Loss on debt extinguishment 21 — — Share-based compensation 16 40 27 Inventory valuation adjustment 9 408 — Depreciation and amortization 7 10 6 Capital expenditures 1 6 8 Issuance (settlement) of beneficial interests in securitizations (79) 63 — Restructuring The following table presents a summary of restructuring charges attributable to discontinued operations for the periods presented (in millions): Year Ended December 31, Line Item of Discontinued Operations 2022 2021 Cumulative Amount Recognized Inventory write-down Cost of revenue $ 9 $ 408 N/A Other charges: Employee termination costs Impairment and restructuring costs $ 20 $ 52 $ 72 Financing-related charges Interest expense and Loss on debt extinguishment 37 6 43 Contract termination costs Impairment and restructuring costs 4 10 14 Accelerated depreciation and amortization Cost of revenue 14 5 19 Asset write-offs Impairment and restructuring costs — 1 1 Other charges Impairment and restructuring costs 1 — 1 Total other charges 76 74 150 Total $ 85 $ 482 $ 567 Restructuring charges attributable to continued operations relate to employee termination costs within our IMT and Mortgages segments and certain indirect costs of the Homes segment that do not qualify as discontinued operations. These costs totaled $12 million, $4 million and $8 million, respectively, for the year ended December 31, 2022. Cumulative restructuring charges attributable to continued operations as of December 31, 2022 totaled $33 million, $10 million of which pertained to employee cost actions that occurred during the fourth quarter of 2022 that did not relate to the Zillow Offers wind down. The remaining liability balance associated with such restructuring charges as of December 31, 2022 is not material. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value MeasurementsWe apply fair value measurements on a recurring and, as otherwise required, on a nonrecurring basis. Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. We apply the following methods and assumptions in estimating our fair value measurements on a recurring basis: 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 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 IRLCs is calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Expired commitments are excluded from the fair value measurement. Since not all IRLCs will become closed loans, we adjust our fair value measurements for the estimated amount of IRLCs that will not close. This adjustment is effected through the pull-through rate, which represents the probability that an IRLC will ultimately result in a closed loan. For IRLCs that are cancelled or expire, any recorded gain or loss is reversed at the end of the commitment period (Level 3). The pull-through rate is based on estimated changes in market conditions, loan stage and historical borrower behavior. Pull-through rates are directly related to the fair value of IRLCs as an increase in the pull-through rate, in isolation, would result in an increase in the fair value measurement. Conversely, a decrease in the pull-through rate, in isolation, would result in a decrease in the fair value measurement. Changes in the fair value of IRLCs are included within Mortgages revenue in our consolidated statements of operations. The following table presents the range and weighted average pull-through rates used in determining the fair value of IRLCs as of the dates presented: December 31, 2022 December 31, 2021 Range 47% - 100% 42% - 100% Weighted average 87% 85% 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): December 31, 2022 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 1,338 $ 1,338 $ — $ — Short-term investments: U.S. government treasury securities 1,716 — 1,716 — Corporate bonds 161 — 161 — Commercial paper 10 — 10 — U.S. government agency securities 9 — 9 — Mortgage origination-related: Mortgage loans held for sale 41 — 41 — Forward contracts - other current assets 1 — 1 — Total $ 3,276 $ 1,338 $ 1,938 $ — 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 treasury securities 471 — 471 — Corporate bonds 33 — 33 — Commercial paper 10 — 10 — Mortgage origination-related: Mortgage loans held for sale 107 — 107 — IRLCs - other assets 5 — — 5 Total $ 2,758 $ 2,132 $ 621 $ 5 The following table presents the changes in our IRLCs for the periods presented (in millions): Year Ended December 31, 2022 Year Ended December 31, 2021 Balance, beginning of the period $ 5 $ 12 Issuances 15 70 Transfers (17) (78) Fair value changes recognized in earnings (3) 1 Balance, end of period $ — $ 5 At December 31, 2022, the notional amounts of the hedging instruments related to our mortgage loans held for sale were $62 million and $90 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 forward contract derivative positions. See Note 13 for the carrying amount and estimated fair value of our convertible senior notes. |
Cash and Cash Equivalents, Inve
Cash and Cash Equivalents, Investments and Restricted Cash | 12 Months Ended |
Dec. 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 table presents the amortized cost and estimated fair market value of our cash and cash equivalents, investments, and restricted cash as of the dates presented (in millions): December 31, 2022 December 31, 2021 Amortized Estimated Amortized Estimated Cash $ 128 $ 128 $ 183 $ 183 Cash equivalents: Money market funds 1,338 1,338 2,132 2,132 Short-term investments: U.S. government treasury securities (1) 1,731 1,716 473 471 Corporate bonds (2) 162 161 33 33 Commercial paper 10 10 10 10 U.S. government agency securities 9 9 — — Restricted cash 2 2 1 1 Total $ 3,380 $ 3,364 $ 2,832 $ 2,830 (1) The estimated fair market value includes $15 million and $2 million of gross unrealized losses as of December 31, 2022 and December 31, 2021, respectively. (2) The estimated fair market value includes $1 million of gross unrealized losses as of December 31, 2022. The following table presents available-for-sale investments by contractual maturity date as of December 31, 2022 (in millions): Amortized Cost Estimated Fair Due in one year or less $ 1,159 $ 1,150 Due after one year 753 746 Total $ 1,912 $ 1,896 |
Contract Balances
Contract Balances | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Contract Balances | Contract Balances Contract assets were $71 million and $78 million as of December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022 and 2021, we recognized revenue of $51 million and $48 million, respectively, that was included in the deferred revenue balance at the beginning of the related period. As of December 31, 2022 and 2021, we had $23 million and $35 million, respectively, of contract cost assets. For the years ended December 31, 2022 and 2021, we did not record any material impairment losses to our contract cost assets. We recorded amortization expense related to contract cost assets of $30 million, $42 million and $37 million during the years ended December 31, 2022, 2021 and 2020, respectively. |
Contract Cost Assets
Contract Cost Assets | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract Cost Assets | Contract Balances Contract assets were $71 million and $78 million as of December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022 and 2021, we recognized revenue of $51 million and $48 million, respectively, that was included in the deferred revenue balance at the beginning of the related period. As of December 31, 2022 and 2021, we had $23 million and $35 million, respectively, of contract cost assets. For the years ended December 31, 2022 and 2021, we did not record any material impairment losses to our contract cost assets. We recorded amortization expense related to contract cost assets of $30 million, $42 million and $37 million during the years ended December 31, 2022, 2021 and 2020, respectively. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 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): December 31, 2022 2021 Website development costs $ 291 $ 175 Leasehold improvements 90 107 Office equipment, furniture and fixtures 24 26 Computer equipment 18 19 Construction-in-progress 7 7 Property and equipment 430 334 Less: accumulated amortization and depreciation (159) (119) Property and equipment, net $ 271 $ 215 We recorded depreciation expense related to property and equipment (other than website development costs) of $25 million, $26 million and $31 million during the years ended December 31, 2022, 2021 and 2020, respectively. We capitalized $143 million, $82 million and $53 million in website development costs during the years ended December 31, 2022, 2021 and 2020, respectively. Amortization expense for website development costs included in cost of revenue was $67 million, $36 million and $25 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition Acquisition of ShowingTime.com, Inc. On September 30, 2021, Zillow Group acquired ShowingTime.com, Inc. (“ShowingTime”) in exchange for approximately $512 million in cash. Our acquisition of ShowingTime has been accounted for as a business combination, and assets acquired and liabilities assumed were recorded at their 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 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 purchase price was allocated as follows (in millions): Cash and cash equivalents $ 15 Identifiable intangible assets 111 Goodwill 389 Other acquired assets 6 Deferred tax liability (4) Other assumed liabilities (5) Total purchase price $ 512 The fair value of identifiable intangible assets acquired and associated useful lives consisted of the following (in millions): Estimated Fair Value Estimated Weighted-Average Useful Life (in years) Customer relationships $ 55 8 Developed technology 47 4 Trade names and trademarks 9 10 Total $ 111 We used an income approach to measure the fair value of the customer relationships based on the excess earnings method, whereby the fair value is estimated based upon the present value of cash flows that the applicable asset is expected to generate. We used an income approach to measure the fair value of the developed technology and the trade names and trademarks based on the relief-from-royalty method. These fair value measurements were based on Level 3 inputs under the fair value hierarchy. Acquisition-related costs incurred, which primarily included legal, accounting and other external costs directly related to the acquisition, are included within acquisition-related costs in our 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 consolidated financial statements. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net The following table presents goodwill by reportable segment as of December 31, 2022 and 2021 (in millions): IMT $ 2,175 Mortgages 199 Total $ 2,374 The goodwill recorded in connection with the acquisition of ShowingTime, which includes intangible assets that do not qualify for separate recognition, is not deductible for tax purposes and is included within the IMT segment. The following tables present the detail of intangible assets as of the dates presented (in millions): December 31, 2022 Cost Accumulated Net Customer relationships $ 59 $ (10) $ 49 Software 54 (15) 39 Developed technology 49 (15) 34 Trade names and trademarks 45 (15) 30 Purchased content 8 (6) 2 Total $ 215 $ (61) $ 154 December 31, 2021 Cost Accumulated Net Customer relationships $ 139 $ (84) $ 55 Developed technology 133 (86) 47 Trade names and trademarks 45 (9) 36 Software 53 (18) 35 Intangibles-in-progress 2 — 2 Purchased content 4 (3) 1 Total $ 376 $ (200) $ 176 Amortization expense recorded for intangible assets for the years ended December 31, 2022, 2021 and 2020 was $58 million, $56 million and $49 million, respectively. Amortization expense for trade names and trademarks and customer relationships intangible assets is included in sales and marketing expenses. Amortization expense for all other intangible assets is included in cost of revenue. Estimated future amortization expense for intangible assets, including amortization related to future commitments (see Note 18), as of December 31, 2022 is as follows (in millions): 2023 $ 45 2024 41 2025 30 2026 16 2027 14 Thereafter 24 Total future amortization expense $ 170 We did not record any impairment costs related to our intangible assets for the years ended December 31, 2022 and 2021. During the year ended December 31, 2020, we recognized a non-cash impairment charge of $72 million related to our Trulia trade names and trademarks intangible asset. The impairment charge is included in impairment costs in our consolidated statement of operations within our IMT and Mortgages segments for the year ended December 31, 2020 for $69 million and $3 million, respectively. In March 2020, we identified factors, including shortfalls in projected revenue related to the Trulia brand, directly related to the COVID-19 pandemic that led us to conclude it was more likely than not that the carrying value of the asset exceeded its fair value. Accordingly, with the assistance of a third-party specialist, we performed a quantitative analysis to determine the fair value of the intangible asset. The valuation was prepared using an income approach based on the relief-from-royalty method and relied on inputs with unobservable market prices including projected revenue, royalty rate, discount rate, and estimated tax rate, and therefore is considered a Level 3 measurement under the fair value hierarchy. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities The following table presents the detail of accrued expenses and other current liabilities as of the dates presented (in millions): December 31, 2022 2021 Accrued estimated legal liabilities and legal fees $ 21 $ 7 Accrued marketing and advertising 9 27 Other accrued expenses and other current liabilities 60 55 Total accrued expenses and other current liabilities $ 90 $ 89 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The components of our operating lease expense were as follows for the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Operating lease cost $ 36 $ 38 $ 40 Variable lease cost 18 13 10 Total lease cost $ 54 $ 51 $ 50 We have subleases related to certain of our operating leases. We recognize sublease income on a straight-line basis over the sublease term, which is recorded as a reduction to our operating lease cost. For the years ended December 31, 2022 and 2021, we recognized $10 million and $7 million, respectively, of sublease income. Sublease income was not material for the year ended December 31, 2020. Total lease costs associated with short-term leases were not material for the years ended December 31, 2022, 2021 and 2020. Other information related to operating leases was as follows for the periods presented (in millions, except for years and percentages): Year Ended December 31, 2022 2021 (1) 2020 Cash paid for amounts included in the measurement of operating lease liabilities, net of lease incentives of $9, $— and $19 for the years ended December 31, 2022, 2021 and 2020, respectively $ 34 $ 43 $ 18 Right of use assets obtained in exchange for new operating lease obligations $ 19 $ (36) $ — Weighted average remaining lease term for operating leases 7 years 7 years 8 years Weighted average discount rate for operating leases 8.2 % 7.2 % 6.5 % (1) During the year ended December 31, 2021, we modified our existing office space lease for our corporate headquarters in Seattle, Washington, whereby the renewal options for certain existing office space which we had previously included in the measurement of the lease liability and right of use asset were removed and we partially terminated our lease early for certain existing office space, resulting in a reduction of the lease liability and right of use asset of approximately $44 million and $42 million, respectively. The lease term for certain other existing leased office space in Seattle was extended such that it now expires in 2032 and retains the two five The following table presents the scheduled maturities of our operating lease liabilities by year as of December 31, 2022 (in millions): 2023 $ 42 2024 37 2025 23 2026 24 2027 23 Thereafter 80 Total lease payments 229 Less: Imputed interest (59) Present value of lease liabilities $ 170 Operating lease liabilities included in the table above do not include sublease income. As of December 31, 2022, we expect to receive sublease income of approximately $34 million from 2023 through 2030. |
Debt
Debt | 12 Months Ended |
Dec. 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): December 31, 2022 2021 Mortgages segment Repurchase agreements: Credit Suisse AG, Cayman Islands $ 23 $ 77 Citibank, N.A. 3 17 Warehouse line of credit: Comerica Bank 11 19 Total Mortgages segment debt 37 113 Convertible senior notes 1.375% convertible senior notes due 2026 495 369 2.75% convertible senior notes due 2025 560 443 0.75% convertible senior notes due 2024 605 507 Total convertible senior notes 1,660 1,319 Total debt $ 1,697 $ 1,432 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 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 6.16 % Citibank, N.A. June 9, 2023 100 6.18 % Comerica Bank June 24, 2023 50 6.22 % Total $ 250 Master Repurchase Agreements 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. On June 10, 2022, Zillow Home Loans amended its Citibank, N.A. (“Citibank”) master repurchase agreement to update the reference rate from one-month LIBOR to Secured Overnight Financing Rate (“SOFR”), as defined by the governing agreements. Additionally, the amendment extended the maturity date of the Citibank master repurchase agreement from June 10, 2022 to June 9, 2023. In accordance with the master repurchase agreements, Credit Suisse and Citibank (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 December 31, 2022 and 2021, $28 million and $87 million, respectively, in mortgage loans held for sale were pledged as collateral under the master repurchase agreements. Warehouse Line of Credit On June 25, 2022, Zillow Home Loans amended its Comerica Bank warehouse line of credit to decrease the total maximum borrowing capacity from $60 million to $50 million and update the reference rate from one-month LIBOR to Bloomberg Short-Term Bank Yield Index Rate (“BSBY”), as defined by the governing agreements. Additionally, the amendment extended the maturity date of the Comerica Bank warehouse line of credit from June 25, 2022 to June 24, 2023. Borrowings on the repurchase agreements and warehouse line of credit bear interest either at a floating rate based on SOFR plus an applicable margin, as defined by the governing agreements, or BSBY plus an applicable margin, as defined by the governing agreements. The repurchase agreements and warehouse line of credit include customary representations and warranties, covenants and provisions regarding events of default. As of December 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. Convertible Senior Notes Effective January 1, 2022, we adopted guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. For additional information regarding the adoption of this guidance, see Note 2 of our consolidated financial statements. 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): December 31, 2022 December 31, 2021 Maturity Date Aggregate Principal Amount Stated Interest Rate Effective Interest Rate First Interest Payment Date 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, 2020 March 1; September 1 $ 4 $ 504 $ 130 $ 781 May 15, 2025 565 2.75 % 3.20 % November 15, 2020 May 15; November 15 5 531 122 725 September 1, 2024 608 0.75 % 1.02 % March 1, 2020 March 1; September 1 3 629 101 945 Total $ 1,672 $ 12 $ 1,664 $ 353 $ 2,451 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 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 Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense September 1, 2026 $ 7 $ — $ 7 $ 7 $ 22 $ 1 $ 30 $ 7 $ 20 $ — $ 27 May 15, 2025 16 3 19 16 27 1 44 10 15 1 26 September 1, 2024 4 2 6 4 32 1 37 5 33 1 39 July 1, 2023 — — — 3 8 1 12 6 15 1 22 December 1, 2021 — — — — — — — 6 14 2 22 Total $ 27 $ 5 $ 32 $ 30 $ 89 $ 4 $ 123 $ 34 $ 97 $ 5 $ 136 The convertible senior notes are senior unsecured obligations and are classified as long-term debt in our 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 is classified as Level 2 and was determined through consideration of quoted market prices in markets that are not active. Convertible Senior Notes due in 2025 On May 15, 2020, we issued $500 million aggregate principal amount of 2.75% Convertible Senior Notes due 2025 (the “Initial 2025 Notes”) and on May 19, 2020, we issued $65 million aggregate principal amount of 2.75% Convertible Senior Notes due 2025 (the “Additional Notes” and, together with the Initial 2025 Notes, the “2025 Notes”). The Additional Notes were sold pursuant to the underwriters’ option to purchase additional 2025 Notes granted in connection with the offering of the Initial 2025 Notes. The net proceeds from the issuance of the 2025 Notes were approximately $553 million, after deducting underwriting discounts and commissions and offering expenses paid by Zillow Group. Convertible Senior Notes due in 2024 and 2026 On September 9, 2019, we issued $600 million aggregate principal amount of Convertible Senior Notes due 2024 (the “Initial 2024 Notes”) and $500 million aggregate principal amount of Convertible Senior Notes due 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers. The net proceeds from the issuance of the Initial 2024 Notes were approximately $592 million and the net proceeds from the issuance of the 2026 Notes were approximately $494 million, in each case after deducting fees and expenses paid by Zillow Group. We used approximately $75 million of the net proceeds from the issuance of the Initial 2024 Notes and approximately $75 million of the net proceeds from the issuance of the 2026 Notes to pay the cost of the capped call transactions entered into in connection with the issuances, described below. On October 9, 2019, we issued $73 million aggregate principal amount of 0.75% Convertible Senior Notes due 2024 (the “Additional Notes” and, together with the Initial 2024 Notes, the “2024 Notes”). The Additional Notes were sold pursuant to the initial purchasers’ partial exercise of their option to purchase such notes, granted in connection with the offering of the Initial 2024 Notes. The Additional Notes have the same terms, and were issued under the same indenture, as the Initial 2024 Notes. The net proceeds from the offering of the Additional Notes were approximately $72 million, after deducting fees and expenses paid by Zillow Group. We used approximately $9 million of the net proceeds from the issuance of the Additional Notes to pay the cost of the capped call transactions entered into in connection with the issuance of the Additional Notes, described below. Convertible Senior Notes due in 2023 On July 3, 2018, we issued $374 million aggregate principal amount of Convertible Senior Notes due 2023 (the “2023 Notes”), which includes $49 million principal amount of 2023 Notes sold pursuant to the underwriters’ option to purchase additional 2023 Notes. The net proceeds from the issuance of the 2023 Notes were approximately $364 million, after deducting fees and expenses paid by Zillow Group. We used approximately $29 million of the net proceeds from the issuance of the 2023 Notes to pay the cost of capped call transactions entered into in connection with the issuances, described below. Convertible Senior Notes due in 2021 On December 12, 2016, we issued $460 million aggregate principal amount of 2.00% Convertible Senior Notes due 2021 (the “2021 Notes”), which includes the exercise of the $60 million over-allotment option, to the initial purchaser of the 2021 Notes in a private offering to qualified institutional buyers. The net proceeds from the issuance of the 2021 Notes were approximately $448 million, after deducting fees and expenses paid by Zillow Group. In addition, we used approximately $37 million of the net proceeds from the issuance of the 2021 Notes to pay the cost of the capped call transactions with the initial purchaser of the 2021 Notes and two additional financial institutions, described below. The outstanding 2024 Notes, 2025 Notes and 2026 Notes (collectively “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 Prior to the close of business on the business day immediately preceding the applicable Early Conversion Date, the Notes will be convertible at the option of the holders only under certain conditions. On or after the applicable Early Conversion Date, until the close of business on the second scheduled trading day immediately preceding the applicable Maturity Date, holders may convert the Notes at their option at the applicable Conversion Rate then in effect, irrespective of these conditions. The Company will settle conversions of the Notes by paying or delivering, as the case may be, cash, shares of its Class C capital stock, or a combination of cash and shares of its Class C capital stock, at its election. The applicable Conversion Rate for each series of Notes will initially be the conversion rate of shares of Class C capital stock per $1,000 principal amount of the Notes (equivalent to an initial Conversion Price per share of Class C capital stock). The applicable Conversion Rate and the corresponding initial Conversion Price will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The Company may redeem for cash all or part of the respective series of Notes, at its option, on or after the applicable Optional Redemption Date, under certain circumstances, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (as defined in the indentures governing the Notes). We may not redeem a series of Notes prior to the applicable Optional Redemption Date. We may redeem for cash all or any portion of a series of Notes, at our option, in whole or in part on or after the applicable Optional Redemption Date if the last reported sale price per share of our Class C capital stock has been at least 130% of the Conversion Price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. The conversion option does not meet the criteria for separate accounting as a derivative as it is indexed to our own stock. 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 December 31, 2022. Accordingly, each series of the Notes is not redeemable or convertible at the option of the holders from January 1, 2023 through March 31, 2023. If the Company undergoes a fundamental change (as defined in the indentures governing the Notes), holders may require the Company to repurchase for cash all or part of a series of Notes, as applicable, at a repurchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date (as defined in the indentures governing the Notes). In addition, if certain fundamental changes occur, the Company may be required, in certain circumstances, to increase the conversion rate for any of the Notes converted in connection with such fundamental changes by a specified number of shares of its Class C capital stock. Certain events are also considered “Events of Default,” which may result in the acceleration of the maturity of the Notes, as described in the indentures governing the Notes. There are no financial covenants associated with the Notes. In accounting for the issuance of the convertible senior notes, prior to the adoption of new accounting guidance on January 1, 2022, the Company separated the convertible senior notes into liability and equity components. The carrying amount of the liability component for each of the Notes was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the convertible senior notes. The difference between the principal amounts and the liability components represented the respective debt discounts, which were recorded as a direct deduction from the related debt liability in the consolidated balance sheets and amortized to interest expense using the effective interest method over the term of the convertible senior notes. The equity components of the convertible senior notes, net of issuance costs, were included in additional paid-in capital in the consolidated balance sheets and were not remeasured as long as they continued to meet the conditions for equity classification. Upon adoption of the new accounting guidance, we de-recognized the equity components of the convertible senior notes and the respective debt discounts through a decrease to additional paid-in capital, an increase to long-term debt and a cumulative-effect adjustment to accumulated deficit of $156 million. For additional information regarding the adoption of this guidance, see Note 2 of our consolidated financial statements. There were no conversions or repurchases of convertible senior notes during the year ended December 31, 2022. The following table summarizes the activity for our convertible senior notes for the periods presented (in millions, except for share amounts): Year Ended December 31, 2021 Year Ended December 31, 2020 2023 Notes 2024 Notes 2026 Notes Total 2021 Notes Aggregate principal amount settled $ 374 $ 65 $ 1 $ 440 $ 460 Cash paid 1 — — 1 195 Shares of Class C capital stock issued 4,752 1,485 28 6,265 5,820 Total fair value of consideration transferred (1) $ 572 $ 200 $ 4 $ 776 $ 783 (Gain) loss on extinguishment of debt: Consideration allocated to the liability component (2) $ 349 $ 53 $ 1 $ 403 $ 430 Carrying value of the liability component, net of unamortized debt discount and debt issuance costs 334 51 1 386 431 (Gain) loss on extinguishment of debt $ 15 $ 2 $ — $ 17 $ (1) Consideration allocated to the equity component $ 223 $ 147 $ 3 $ 373 $ 353 (1) For convertible senior notes converted by note holders, the total fair value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the conversion date and an immaterial amount of cash paid in lieu of fractional shares. For convertible senior notes redeemed, the total fair value of consideration transferred comprises cash transferred to note holders to settle the related notes. For convertible senior notes repurchased in the year ended December 31, 2020, the total value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the date of transfer as well as cash transferred to note holders to settle the related notes. (2) Consideration allocated to the liability component is based on the fair value of the liability component immediately prior to settlement, which was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature. 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 % The capped call confirmations are expected generally to reduce the potential dilution of our Class C capital stock in connection with any conversion of the Notes and/or offset the cash payments the Company is required to make in excess of the principal amount of such notes in the event that the market price of the Class C capital stock is greater than the strike price of the capped call confirmations (which initially corresponds to the initial Conversion Price of such notes and is subject to certain adjustments under the terms of the capped call confirmations), with such reduction and/or offset subject to a cap based on the cap price of the capped call confirmations. The capped call confirmations with respect to the 2026 Notes, the 2024 Notes and the 2023 Notes have an Initial Cap Price per share, which represents a premium (“Cap Price Premium”) over the relevant historical closing price of the Company’s Class C capital stock on the Nasdaq Global Select Market, and is subject to certain adjustments under the terms of the capped call confirmations. The capped call confirmations will cover, subject to anti-dilution adjustments substantially similar to those applicable to the convertible senior notes, the number of shares of Class C capital stock that will underlie such notes. The capped call confirmations do not meet the criteria for separate accounting as a derivative as they are indexed to our own stock. The capped call premiums paid have been included as a net reduction to additional paid-in capital within shareholders’ equity. In connection with the repurchase of a portion of the 2021 Notes during the year ended December 31, 2020, we partially terminated the capped call transactions entered into in connection with the issuance of the 2021 Notes for an amount corresponding to the aggregate principal amount of the 2021 Notes that were repurchased. As a result of the partial settlement of the capped call transactions, we received 0.3 million shares of our Class C capital stock equal to a value of approximately $15 million based on the trading price of our Class C capital stock at the time of the unwind. On December 1, 2021, the remaining capped call transactions entered into in connection with the issuance of the 2021 Notes were settled on their contractual maturity date. As a result, we received 0.7 million shares of our Class C capital stock equal to a value of approximately $43 million based on the trading price of our Class C capital stock at the time of the unwind. Under applicable Washington State law, the acquisition of a corporation’s own shares is not disclosed separately as treasury stock in the financial statements and such shares are treated as authorized but unissued shares. We record acquisitions of our shares of capital stock as a reduction to capital stock at the par value of the shares reacquired, then to additional paid-in capital until it is depleted to a nominal amount, with any further excess recorded to retained earnings. We recorded an offsetting increase to additional paid-in capital for the partial unwind of the capped call transactions. Convertible Senior Notes Repurchase Authorization On December 2, 2021, Zillow Group’s Board of Directors (the “Board”) authorized the repurchase of up to $750 million of our Class A common stock, Class C capital stock or a combination thereof. On May 4, 2022, the Board authorized the repurchase of up to an additional $1.0 billion (together the “Repurchase Authorizations”) of our Class A common stock, Class C capital stock or a combination thereof. On November 1, 2022, the Board further expanded the Repurchase Authorizations to allow for the repurchase of a portion of our outstanding Notes. Repurchases of outstanding Notes 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, market price of the Notes, trading volume, cash needs and other business factors, in each case as permitted by securities laws and other legal requirements. There were no repurchases of convertible senior notes during the year ended December 31, 2022. As of December 31, 2022, $500 million remained available for future repurchases pursuant to the Repurchase Authorizations. For additional details related to the Repurchase Authorizations, see Note 15 under the subsection titled “Stock Repurchase Authorizations”. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 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. We recorded income tax expense of $3 million for the year ended December 31, 2022, primarily driven by state taxes. We recorded an income tax benefit of $1 million for the year ended December 31, 2021, comprised of a $3 million income tax benefit from a decrease in the valuation allowance associated with our September 2021 acquisition of ShowingTime, partially offset by $2 million of tax expense related to state and foreign income taxes. We recorded an income tax benefit of $8 million for the year ended December 31, 2020, primarily driven by a $10 million income tax benefit associated with the $72 million non-cash impairment we recorded during the year ended December 31, 2020. For additional information about the non-cash impairment, see Note 10 of our Notes to Consolidated Financial Statements. The following table presents the components of our income tax expense (benefit) for the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Current income tax expense State $ 2 $ 2 $ — Foreign 1 — — Total current income tax expense 3 2 — Deferred income tax benefit: Federal — (3) (7) State — — (1) Total deferred income tax benefit — (3) (8) Total income tax expense (benefit) $ 3 $ (1) $ (8) The following table presents a reconciliation of the federal statutory rate and our effective tax rate for the periods presented: Year Ended December 31, 2022 2021 2020 Tax expense at federal statutory rate (21.0) % (21.0) % (21.0) % State income taxes, net of federal tax benefit 6.2 8.7 (364.0) Share-based compensation 13.2 84.1 (2,329.4) Non-deductible executive compensation 14.3 (7.7) 86.9 Research and development credits (25.7) 40.8 (393.0) Other 8.2 (4.9) (23.2) Valuation allowance 7.4 (99.3) 2,827.6 Effective tax rate 2.6 % 0.7 % (216.1) % Deferred federal, state and foreign income taxes reflect the net tax impact of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and such amounts for tax purposes. The following table presents the significant components of our deferred tax assets and liabilities as of the dates presented (in millions): December 31, 2022 2021 Deferred tax assets: Federal and state net operating loss carryforwards $ 433 $ 524 Research and development credits 164 133 Share-based compensation 102 66 Capitalized research and development 100 — Lease liability 43 41 Interest expense limitation 28 58 Debt discount on convertible notes 18 — Accruals and reserves 3 13 Depreciation and amortization — 1 Inventory — 69 Other deferred tax assets 5 1 Total deferred tax assets 896 906 Deferred tax liabilities: Right of use assets (31) (32) Intangible assets (15) (22) Goodwill (5) (5) Depreciation and amortization (3) — Debt discount on convertible notes — (60) Website and software development costs — (43) Total deferred tax liabilities (54) (162) Net deferred tax assets before valuation allowance 842 744 Less: valuation allowance (843) (746) Net deferred tax liabilities $ (1) $ (2) Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. We have provided a full valuation allowance against the net deferred tax assets as of December 31, 2022 and 2021 because, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50%) that some or all of the deferred tax assets will not be realized. The valuation allowance increased by $97 million and $274 million, respectively, during the years ended December 31, 2022 and 2021. We have accumulated federal net operating losses of approximately $1.8 billion and $2.1 billion, as of December 31, 2022 and 2021, respectively, which are available to reduce future taxable income. We have accumulated state net operating losses of approximately $63 million and $73 million (tax effected) as of December 31, 2022 and 2021, respectively. Federal net operating losses generated in taxable periods on or before December 31, 2017 have a twenty year carryforward period and begin to expire in 2023. Federal net operating loss carryforwards generated in taxable years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020 is limited to 80% of taxable income. State net operating loss carryforward periods for the various state jurisdictions generally range from three years to indefinite-lived and begin to expire in 2025. Additionally, we have net research and development credit carryforwards of $164 million and $133 million as of December 31, 2022 and 2021, respectively, which are available to reduce future tax liabilities. The research and development credit carryforwards begin to expire in 2025. Under Sections 382 and 383 of the Internal Revenue Code, if a corporation undergoes an “ownership change”, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research and development credits, to offset its post-change taxable income or income tax liability may be limited. In connection with our August 2013 public offering of our Class A common stock, we experienced an ownership change that triggered Sections 382 and 383, which may limit our ability to utilize our net operating loss and research and development credit carryforwards. In connection with our February 2015 acquisition of Trulia, Trulia experienced an ownership change that triggered Section 382 and 383, which may limit Zillow Group’s ability to utilize Trulia’s net operating loss and research and development credit carryforwards. Our primary income tax jurisdiction is the United States (federal). With limited exceptions for state taxing authorities, which are not material to the financial statements, all tax years for which the Company has filed a tax return remain subject to examination due to the existence of net operating loss carryforwards. Changes for unrecognized tax benefits for the periods presented are as follows (in millions): Balance at January 1, 2020 $ 40 Gross increases—current period tax positions 9 Balance at December 31, 2020 $ 49 Gross increases—current period tax positions 17 Gross increases—prior period tax positions 9 Balance at December 31, 2021 $ 75 Gross increases—current period tax positions 17 Gross increases—prior period tax positions 4 Gross decreases—prior period tax positions (6) Balance at December 31, 2022 $ 90 At December 31, 2022, the total amount of unrecognized tax benefits of $90 million is recorded as a reduction to our deferred tax asset when available. We do not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. Accrued interest and penalties related to unrecognized tax benefits are recorded as income tax expense and are not material. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Preferred Stock The Board 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 December 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. During the years ended December 31, 2022, 2021 and 2020, no shares of Class B common stock were converted into Class A common stock at the option of the holders. 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 year ended December 31, 2022. The following table summarizes the activity pursuant to the equity distribution agreement for the year ended December 31, 2021 (in millions, except share data which are presented in thousands, and per share amounts): 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 Authorizations Repurchases of stock under the Repurchase Authorizations may be made in open-market transactions or privately negotiated transactions, or in such other manner as deemed appropriate by management, and may be made from time to time as determined by management depending on market conditions, share price, trading volume, cash needs and other business factors, in each case as permitted by securities laws and other legal requirements. As of December 31, 2022, $500 million remained available for future repurchases pursuant to the Repurchase Authorizations. The following table summarizes, on a settlement date basis, our Class A common stock and Class C capital stock repurchase activity under the Repurchase Authorizations for the period presented (in millions, except share data which are presented in thousands, and per share amounts): Year Ended December 31, 2022 2021 Class A common stock Class C capital stock Class C capital stock Shares repurchased 4,052 18,161 4,944 Weighted-average price per share $ 44.14 $ 42.30 $ 61.12 Total purchase price $ 179 $ 768 $ 302 |
Share-Based Awards
Share-Based Awards | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Awards | Share-Based Awards Zillow Group, Inc. 2020 Incentive Plan On June 9, 2020, the Zillow Group, Inc. 2020 Incentive Plan (the “2020 Plan”) became effective, which replaces the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan (the “2011 Plan”), which became effective July 19, 2011. Subject to adjustment from time to time as provided in the 2020 Plan, a total of 12 million shares of Class C capital stock are authorized for issuance under the 2020 Plan. In addition, shares previously available for new grants under the 2011 Plan as of June 9, 2020 and shares subject to outstanding awards under the 2011 Plan as of June 9, 2020 that on or after that date cease to be subject to such awards (other than by reason of exercise or settlement of the awards in vested or nonforfeitable shares) are also available for issuance under the 2020 Plan. The number of shares authorized under the 2020 Plan will be increased on the first day of each calendar year, beginning January 1, 2021 and ending on and including January 1, 2030, by an amount equal to the lesser of (a) 5% of our outstanding Class A common stock, Class B common stock and Class C capital stock on a fully diluted basis as of the end of the immediately preceding calendar year and (b) a number of shares determined by our Board. Shares issued under the 2020 plan may be issued from authorized and unissued shares of Class C capital stock. The 2020 Plan is administered by the Compensation Committee of the Board (the “Compensation Committee”). Under the terms of the 2020 Plan, the Compensation Committee may grant equity awards, including incentive or nonqualified stock options, restricted stock, restricted stock units, restricted units, stock appreciation rights, performance shares or performance units to employees, directors and consultants of Zillow Group and its subsidiaries. The Board has also authorized certain senior executive officers to grant equity awards under the 2020 Plan, within limits prescribed by our Board. Options under the 2020 Plan are granted with an exercise price per share not less than 100% of the fair market value of our Class C capital stock on the grant date, with the exception of substituted option awards granted in connection with acquisitions, and are exercisable at such times and under such conditions as determined by the Compensation Committee. Any portion of an option that is not vested and exercisable on the date of a participant’s termination of service expires on such date. Employees generally forfeit their rights to exercise vested options three months following their termination of employment or 12 months following termination by reason of death, disability or retirement. Options granted under the 2020 Plan expire no later than ten years from the grant date and typically vest over a period of four years. Restricted stock units granted under the 2020 Plan typically vest over a period of four years. Generally, any portion of a restricted stock unit that is not vested on the date of a participant’s termination of service expires on such date. Zillow Group, Inc. Amended and Restated 2011 Incentive Plan Options and restricted stock units that remain outstanding under the 2011 Plan have vesting and exercisability terms consistent with those described above for awards granted under the 2020 Plan. Zillow Group, Inc. 2019 Equity Inducement Plan On August 8, 2019, the 2019 Equity Inducement Plan (“Inducement Plan”) became effective. Subject to adjustment from time to time as provided in the Inducement Plan, 10 million shares of Class C capital stock are available for issuance under the Inducement Plan. Shares issued under the Inducement Plan shall be drawn from authorized and unissued shares of Class C capital stock. The purpose of the Inducement Plan is to attract, retain and motivate certain new employees of the Company and its subsidiaries by providing them the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s shareholders. Each award under the Inducement Plan is intended to qualify as an employment inducement award pursuant to Listing Rule 5635(c) of the corporate governance rules of the NASDAQ Stock Market. The Inducement Plan is administered by the Compensation Committee. Under the terms of the Inducement Plan, the Compensation Committee may grant equity awards, including nonqualified stock options, restricted stock or restricted stock units or restricted units to new employees of the Company and its subsidiaries. Options under the Inducement Plan are granted with an exercise price per share not less than 100% of the fair market value of our Class C capital stock on the date of grant, with the exception of substituted option awards granted in connection with acquisitions, and are exercisable at such times and under such conditions as determined by the Compensation Committee. Any portion of an option that is not vested and exercisable on the date of a participant’s termination of service generally expires on such date. Employees generally forfeit their rights to exercise vested options three months following their termination of employment or 12 months following termination by reason of death, disability or retirement. Options granted under the Inducement Plan expire ten years from the grant date and vest 25% after 12 months and quarterly thereafter over the next three years. Restricted stock units granted under the Inducement Plan vest 25% after 12 months and quarterly thereafter over the next three years. In general, any portion of a restricted stock unit that is not vested on the date of a participant’s termination of service expires on such date. Option Award Repricing On August 3, 2022, upon recommendation of the Compensation Committee, the Board approved adjustments to the exercise price of certain outstanding vested and unvested option awards for eligible employees. The exercise price of eligible option awards was reduced to $38.78, which was the closing market price of our Class C capital stock on August 8, 2022. No other changes were made to the terms and conditions of the eligible option awards. We have accounted for the reprice of the eligible option awards as an equity modification whereby the incremental fair value attributable to the repriced option awards, as measured on the date of reprice, will be recognized as additional share-based compensation expense. The weighted-average total fair value of options repriced was $67.58. The reprice impacted 7 million stock option awards, affected 3,348 employees and is expected to result in incremental share-based compensation expense of $66 million in total, of which $33 million was recognized during the year ended December 31, 2022, including amounts associated with vested awards. The remaining expense will be recognized over the remaining requisite service period of the original awards. Option Awards The following table summarizes all option award activity for the year ended December 31, 2022: Number Weighted- Weighted- Aggregate Outstanding at January 1, 2022 25,746 $ 72.86 7.48 $ 354 Granted 7,527 45.22 Exercised (1,129) 39.97 Forfeited or cancelled (3,546) 83.46 Outstanding at December 31, 2022 28,598 44.90 7.08 15 Vested and exercisable at December 31, 2022 16,813 44.67 5.98 14 The following assumptions were used to determine the fair value of all option awards granted for the periods presented: Year Ended December 31, 2022 2021 2020 Expected volatility 55% – 61% 52% – 58% 45% – 52% Risk-free interest rate 1.94% – 3.95% 0.57% – 1.15% 0.22% – 0.93% Weighted-average expected life 4.50 – 6.00 years 4.50 – 5.75 years 4.50 – 5.50 years Weighted-average fair value of options granted $23.25 $54.55 $22.50 As of December 31, 2022, there was a total of $409 million in unrecognized compensation cost related to unvested option awards, which is expected to be recognized over a weighted-average period of 2.5 years. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $13 million, $310 million and $564 million, respectively. The fair value of options vested for the years ended December 31, 2022, 2021 and 2020 was $226 million, $173 million and $85 million, respectively. Restricted Stock Units The following table summarizes activity for all restricted stock units for the year ended December 31, 2022: Restricted Weighted- Unvested outstanding at January 1, 2022 6,074 $ 66.51 Granted 12,066 41.72 Vested (4,722) 52.39 Forfeited (2,488) 59.48 Unvested outstanding at December 31, 2022 10,930 46.85 The total fair value of restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $247 million, $152 million and $125 million, respectively. As of December 31, 2022, there was $470 million of total unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted-average period of 2.5 years. Share-Based Compensation Expense The following table presents the effects of share-based compensation expense in our consolidated statements of operations during the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 16 $ 9 $ 6 Sales and marketing 63 42 28 Technology and development 165 103 67 General and administrative 189 122 69 Impairment and restructuring costs 2 1 — Share-based compensation - continuing operations 435 277 170 Share-based compensation - discontinued operations 16 40 27 Total share-based compensation $ 451 $ 317 $ 197 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share and basic income (loss) from continuing operations per share are computed by dividing net loss or income (loss) from continuing operations, as applicable, 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 loss per share and basic income (loss) from continuing operations per share, undistributed earnings are allocated assuming all earnings during the period were distributed. Diluted net loss per share and diluted net income (loss) from continuing operations per share is computed by dividing net loss or net income (loss) from continuing operations, as applicable, 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, which is calculated based on net income (loss) from continuing operations, and potentially dilutive Class A common stock and Class C capital stock equivalents, except in cases where the effect of the Class A common stock or Class C capital stock equivalent would be antidilutive. Potential Class A common stock and Class C capital stock equivalents consist of Class A common stock and Class C capital stock issuable upon exercise of stock options and Class A common stock and Class C capital stock underlying unvested restricted stock units using the treasury stock method. Potential Class A common stock equivalents also include Class A common stock issuable upon conversion of the convertible senior notes due in 2020 using the if-converted method through the date of their last conversion in December 2020. Prior to the second half of 2020, we used the treasury stock method to calculate any potential dilutive effect of the conversion spread of our outstanding convertible senior notes on diluted net income per share, if applicable. Effective July 1, 2020, on a prospective basis 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 December 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 loss and net income (loss) from continuing operations per share calculations (in thousands): Year Ended December 31, 2022 2021 2020 Denominator for basic calculation 242,163 249,937 223,848 Effect of dilutive securities: Option awards — 9,304 5,062 Unvested restricted stock units — 2,585 2,187 Convertible senior notes maturing 2020 — — 338 Denominator for dilutive calculation 242,163 261,826 231,435 For the periods presented, the following Class A common stock and Class C capital stock equivalents were excluded from the calculations of diluted net loss per share and diluted net income (loss) from continuing operations per share because their effect would have been antidilutive (in thousands): Year Ended December 31, 2022 2021 2020 Weighted-average Class A common stock and Class C capital stock option awards outstanding 15,759 2,455 12,338 Weighted-average Class A common stock and Class C capital stock restricted stock units outstanding 9,015 1,173 4,192 Class C capital stock issuable upon conversion of the convertible notes maturing in 2021, 2023, 2024, 2025 and 2026 33,855 36,540 24,182 Total Class A common stock and Class C capital stock equivalents 58,629 40,168 40,712 In the event of liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of all classes of common and capital stock have equal rights to receive all the assets of the Company after the rights of the holders of preferred stock have been satisfied. We have not presented net loss per share under the two-class method for our Class A common stock, Class B common stock and Class C capital stock because it would be the same for each class due to equal dividend and liquidation rights for each class. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 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 4 to our 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 2023 and 2032. For additional information regarding our lease agreements, see Note 12 to our consolidated financial statements. 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. The amounts due for non-cancelable purchase commitments as of December 31, 2022 are as follows (in millions): Purchase Obligations 2023 $ 79 2024 21 2025 9 2026 2 Total future purchase commitments $ 111 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 consolidated balance sheets. These balances were not material as of December 31, 2022 and $55 million as of December 31, 2021, and pertain to discontinued operations. Letters of Credit As of December 31, 2022 and 2021, we have outstanding letters of credit of approximately $16 million and $17 million, respectively, 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 as of December 31, 2022 and 2021, respectively. 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 December 31, 2022 or 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. On October 21, 2022, the parties jointly filed a notice of settlement with the U.S. District Court for the Western District of Washington to inform the court that the parties have reached an agreement in principle to settle this action. The proposed settlement is subject to the negotiation and execution of a settlement agreement and court approval thereof. The full amount of the settlement payment is expected to be paid by the Company’s insurance carriers under its insurance policy. 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 (the “Federal Suit”). On February 16, 2018, the Superior Court of the State of Washington, King County, consolidated the two shareholder derivative lawsuits pending in that court (the “State Suit”). The Federal Suit and State Suit 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 Federal Suit filed a consolidated shareholder derivative complaint, which we moved to dismiss on August 22, 2019. On February 28, 2020, our motion to dismiss the Federal Suit was denied. On February 16, 2021, the court in the State Suit 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 Suit pending in that court on June 15, 2021. On November 14, 2022, the parties jointly filed a stipulation with the U.S. District Court for the Western District of Washington informing the court that, among other things, they have agreed in principle to all material terms of a settlement. The proposed settlement is subject to the execution of a settlement agreement and court approval thereof. The full amount of plaintiffs’ attorneys’ fees and costs associated with the settlement is expected to be paid by the Company’s insurance carriers under its insurance policy. 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 stay was later reinstated by stipulation of the parties on May 18, 2022. On September 23, 2021, IBM filed a notice of appeal with the United States Court of Appeals for the Federal Circuit with respect to the August 31, 2021 judgment entered, which judgment was affirmed by the Federal Circuit on October 17, 2022. On March 3, 2022, the PTAB ruled on Zillow’s two remaining IPRs finding that Zillow was able to prove certain claims unpatentable, and others it was not. On October 28, 2022, the court found one of the two patents upon which the parties were proceeding in this action as invalid, and dismissed IBM’s claim relating to that patent. Following the court’s ruling, on October 28, 2022, the parties filed a joint stipulation with the court seeking a stay of this action, which was granted by the court on November 1, 2022. On November 25, 2022, Zillow filed a motion to join an IPR petition within Ebates Performance Mktg., Inc. d/b/a Rakuten Rewards v. Int ’ l Bus. Machs. Corp. , IPR2022-00646 concerning the final remaining patent in this action. 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 proceedings relating to the one patent for which we filed an IPR. On December 1, 2021, the Court dismissed the fourth claim asserted by IBM in its amended complaint. On December 16, 2021 Zillow filed a motion to dismiss the remaining claims alleged in IBM’s amended complaint. On March 9, 2022, the Court granted Zillow’s motion to dismiss in full, dismissing IBM’s claims related to all the patents asserted by IBM in this action, except for the one patent for which an IPR was still pending. On March 10, 2022, the PTAB rendered its decision denying Zillow’s IPR on the one remaining patent, for which this case continues to remain stayed. On August 1, 2022, IBM filed an appeal of the Court’s ruling with respect to two of the dismissed patents. Zillow’s responsive brief was filed on September 30, 2022, and IBM’s reply brief was filed on November 4, 2022. 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. On May 12, 2022, the plaintiffs filed their amended consolidated complaint which alleges, among other things, that we issued materially false and misleading statements regarding our Zillow Offers business. The complaints seek to recover, among other things, alleged damages sustained by the purported class members as a result of the alleged misconduct. We moved to dismiss the amended consolidated complaint on July 11, 2022, plaintiffs filed their opposition to the motion to dismiss on September 2, 2022, and we filed a reply in support of the motion to dismiss on October 11, 2022. On December 7, 2022, the court rendered its decision granting defendants’ motion to dismiss, in part, and denying the motion, in part. On January 23, 2023, the defendants filed their answer to the consolidated complaint. We intend to deny the allegations of wrongdoing and intend to vigorously defend the claims in this consolidated lawsuit. We do not believe that a loss related to this consolidated lawsuit is probable. On March 10, 2022, May 5, 2022 and July 20, 2022 shareholder derivative suits were filed in the U.S. District Court for the Western District of Washington and on July 25, 2022, a shareholder derivative suit was filed in the Superior Court of the State of Washington, King County (the “2022 State Suit”), against us and certain of our executive officers and directors seeking unspecified damages on behalf of the Company and certain other relief, such as reform to corporate governance practices. The plaintiffs (including the Company as a nominal defendant) allege, among other things, that the defendants breached their fiduciary duties by failing to maintain an effective system of internal controls, which purportedly caused the losses the Company incurred when it decided to wind down Zillow Offers operations. Plaintiffs also allege, among other things, violations of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, insider trading and waste of corporate assets. On June 1, 2022 and September 14, 2022, the U.S. District Court for the Western District of Washington issued orders consolidating the three federal derivative suits and staying the consolidated action until further order of the court. On September 15, 2022, the Superior Court of the State of Washington entered a temporary stay in the 2022 State Suit. Upon the filing of the defendants’ answer in the related securities class action lawsuit on January 23, 2023, the stay in the 2022 State Suit was lifted. The defendants intend to deny the allegations of wrongdoing and vigorously defend the claims in these lawsuits. We do not believe that a loss related to these lawsuits is probable. In addition to the matters discussed above, from time to time, we are involved in litigation and claims that arise in the ordinary course of business. Although we cannot be certain of the outcome of any such litigation or claims, nor the amount of damages and exposure that we could incur, we currently believe that the final disposition of such matters will not have a material effect on our business, financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Indemnifications In the ordinary course of business, we enter into contractual arrangements under which we agree to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements and out of intellectual property infringement claims made by third parties. In addition, we have agreements that indemnify certain issuers of surety bonds against losses that they may incur as a result of executing surety bonds on our behalf. For our indemnification arrangements, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, our obligations under these agreements may be limited in terms of time and/or amount, and in some instances, we may have recourse against third parties for certain payments. In addition, we have indemnification agreements with certain of our directors and executive officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations may vary. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanWe have a defined contribution 401(k) retirement plan covering Zillow Group employees who have met certain eligibility requirements (the “Zillow Group 401(k) Plan”). Eligible employees may contribute pre-tax compensation up to a maximum amount allowable under the Internal Revenue Service limitations. Employee contributions and earnings thereon vest immediately. We currently match up to 4% of employee contributions under the Zillow Group 401(k) Plan. The total expense related to the Zillow Group 401(k) Plan was $29 million, $27 million and $21 million, respectively, for the years ended December 31, 2022, 2021 and 2020. |
Segment Information and Revenue
Segment Information and Revenue | 12 Months Ended |
Dec. 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 Internet, Media & Technology (“IMT”), Mortgages and Homes segments. The IMT segment includes the financial results for the Premier Agent and rentals marketplaces, as well as Other IMT, which includes our new construction marketplace and revenue from the sale of other advertising and business technology solutions for real estate professionals, including display, StreetEasy for-sale product offerings and ShowingTime+, which houses ShowingTime, Bridge Interactive, dotloop and interactive floor plans. In the first quarter of 2022, we began reporting rentals revenue as a separate revenue category within the IMT segment and prior period amounts have been recast to conform to this presentation. 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. The Homes segment includes the financial results from title and escrow services performed by Zillow Closing Services and certain indirect costs of the Homes segment which do not qualify as discontinued operations. As discussed in Note 3, the wind down of Zillow Offers was completed in the third quarter of 2022, and we have presented the financial results of Zillow Offers as discontinued operations in our consolidated financial statements. Prior period amounts have been recast to conform to this presentation. 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) from continuing operations before income taxes by segment. This information is included in the following tables for the periods presented (in millions): Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 IMT Mortgages Homes IMT Mortgages Homes IMT Mortgages Homes Revenue: Premier Agent $ 1,291 $ — $ — $ 1,396 $ — $ — $ 1,047 $ — $ — Rentals 274 — — 264 — — 222 — — Other 274 — — 226 — — 181 — — Mortgages — 119 — — 246 — — 174 — Total revenue 1,839 119 — 1,886 246 — 1,450 174 — Cost of revenue (1) 275 68 24 203 84 36 193 39 23 Gross profit (loss) 1,564 51 (24) 1,683 162 (36) 1,257 135 (23) Operating expenses (1): Sales and marketing 572 79 13 552 109 54 441 60 34 Technology and development 438 50 10 318 32 71 260 23 41 General and administrative 375 85 38 258 72 84 225 44 55 Impairment and restructuring costs 12 4 8 — 1 9 74 3 — Acquisition-related costs — — — 9 — — — — — Integration costs — — — 1 — — — — — Total operating expenses 1,397 218 69 1,138 214 218 1,000 130 130 Income (loss) from continuing operations 167 (167) (93) 545 (52) (254) 257 5 (153) Segment other income (expense), net (7) 3 — — 5 — 5 2 — Segment interest expense — (3) — — (5) — — (2) — Income (loss) from continuing operations before income taxes (2) $ 160 $ (167) $ (93) $ 545 $ (52) $ (254) $ 262 $ 5 $ (153) (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): Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 IMT Mortgages Homes IMT Mortgages Homes IMT Mortgages Homes Depreciation and amortization expense $ 137 $ 11 $ 2 $ 99 $ 8 $ 13 $ 90 $ 7 $ 8 Share-based compensation expense $ 356 $ 60 $ 17 $ 201 $ 34 $ 41 $ 135 $ 15 $ 20 (2) The following table presents the reconciliation of total segment income (loss) from continuing operations before income taxes to consolidated income (loss) from continuing operations before income taxes for the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Total segment income (loss) from continuing operations before income taxes $ (100) $ 239 $ 114 Corporate interest expense (32) (123) (136) Corporate other income, net 47 2 18 Gain (loss) on extinguishment of debt — (17) 1 Consolidated income (loss) from continuing operations before income taxes $ (85) $ 101 $ (3) Certain corporate items are not directly attributable to any of our segments, including the gain (loss) on extinguishment of debt, interest income earned on our short-term investments included in other income, net and interest costs on our convertible senior notes included in interest expense. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include Zillow Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”). We have presented the financial results of Zillow Offers as discontinued operations in our consolidated financial statements for all periods presented. See Note 3 for additional information. |
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, 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, the presentation of discontinued and continuing operations, business combinations and the recoverability of goodwill, among others. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The health of the residential housing market, interest rate environment and the COVID-19 pandemic (including variants) have introduced significant additional uncertainty with respect to estimates, judgments and assumptions, which may materially impact the estimates previously listed, among others. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents, investments, accounts receivable and mortgage loans held for sale. We place cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, in order to limit exposure of our investments. Credit risk with respect to accounts receivable is dispersed due to the large number of customers. There were no customers that comprised 10% or more of our total accounts receivable as of December 31, 2022 and 2021. Further, our credit risk on accounts receivable is mitigated by the relatively short payment terms that we offer. Collateral is not required for accounts receivable. We maintain an allowance for doubtful accounts such that receivables are stated at net realizable value. Similarly, our credit risk on mortgage loans held for sale is dispersed due to a large number of customers and is mitigated by the fact that we typically sell mortgages on the secondary market within a relatively short period of time after the loan is originated. |
Cash and Cash Equivalents/Restricted Cash | Cash and Cash Equivalents Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Our cash equivalents include only investments with original maturities of three months or less. We regularly maintain cash in excess of federally insured limits at financial institutions. |
Short-term Investments | Short-term InvestmentsOur investments consist of fixed income securities, which include U.S. government treasury securities, U.S. government agency securities, investment grade corporate securities, and commercial paper. The investments are available to support current operations and are classified as short-term investments measured at fair value. Our investment policy only allows for purchases of investment-grade securities and provides guidelines on concentrations to ensure minimum risk of loss. We evaluate whether unrealized losses on available-for-sale debt securities are the result of credit worthiness of the securities held or other non-credit related factors. If an unrealized loss is the result of credit quality factors, we recognize an allowance reflective of our current estimate of credit losses expected to be incurred over the life of the financial instrument on a specific identification basis upon initial recognition and at each reporting period. If a reduction in value is a result of other factors, we continue to classify the losses as a reduction of comprehensive loss unless either we intend to sell the security or it is more likely than not we will be required to sell the security. |
Mortgage Loans Held for Sale | Mortgage Loans Held for Sale Mortgage loans held for sale include residential mortgages originated for sale in the secondary market in connection with Zillow Home Loans. We have elected the fair value option for all mortgage loans held for sale as election of this option allows for a better offset of the changes in fair values of the loans and the derivative instruments used to economically hedge them without having to apply complex hedge accounting provisions. Mortgage loans held for sale are initially recorded at fair value based on either sale commitments or current market quotes and are adjusted for subsequent changes in fair value until the loans are sold. Net origination costs and fees associated with mortgage loans are recognized as incurred. We sell substantially all of the mortgages we originate and the related servicing rights to third-party purchasers. Interest income is earned from the date a mortgage loan is originated until the loan is sold and is classified within other income, net in the consolidated statements of operations. Substantially all of the mortgage loans originated are sold within a short period of time in the secondary mortgage market on a servicing released, nonrecourse basis, which limits exposure to nonperformance by loan buyer counterparties. However, we remain liable for certain limited representations and warranties related to loan sales, such as non-compliance with defined loan origination or documentation standards, including misstatement in the loan documents, early payoff or default on early payments. Mortgage investors could seek to have us buy back loans or compensate them for losses incurred on mortgages we have sold based on claims that we breached our limited representations and warranties. We record a reserve for probable losses in connection with the sale of mortgage loans within other long-term liabilities in the consolidated balance sheet. |
Loan Commitments and Related Derivatives | Loan Commitments and Related Derivatives We are party to interest rate lock commitments (“IRLCs”), which are extended to borrowers who have applied for loan funding and meet defined credit and underwriting criteria in connection with our Zillow Home Loans mortgage origination business. IRLCs are accounted for as derivative instruments recorded at fair value with gains and losses recognized in revenue in the consolidated statements of operations. We manage our interest rate risk related to IRLCs and mortgage loans held for sale through the use of derivative instruments, generally forward contracts on mortgage-backed securities (“MBSs”), which are commitments to either purchase or sell a specified financial instrument at a specified future date for a specified price, and mandatory loan commitments, which are an obligation by an investor to buy loans at a specified price within a specified time period. We do not enter into or hold derivatives for trading or speculative purposes, and our derivatives are not designated as hedging instruments. Changes in the fair value of our derivative financial instruments are recognized in revenue in our consolidated statements of operations, and the fair values are reflected in other current assets or other current liabilities, as applicable. Refer to Note 4 to our consolidated financial statements for additional information regarding IRLCs and related derivatives. There are no credit-risk-related contingent features within our derivative agreements, and counterparty risk is considered minimal. Gains and losses on IRLCs are substantially offset by corresponding gains or losses on forward contracts on MBSs and mandatory loan commitments. We are generally not exposed to variability in cash flows of derivative instruments for more than approximately 90 days. |
Contract Balances/Contract Cost Assets/Revenue Recognition | Contract Balances Accounts receivable represent our unconditional right to consideration. Accounts receivable are generally due within 30 days and are recorded net of the allowance for doubtful accounts. We have an allowance for doubtful accounts for our accounts receivable balances, which represents our estimate of expected credit losses over the contractual life of the accounts receivable. To evaluate the adequacy of our allowance for doubtful accounts each reporting period, we analyze the accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivable balances, payment terms, historical loss experience, current information and future expectations. Changes to the allowance for doubtful accounts are adjusted through credit loss expense, which is included in general and administrative expenses in the consolidated statements of operations. Contract assets represent our right to consideration in exchange for goods and services that we have transferred to the customer when that right is conditional on something other than the passage of time. Contract assets are primarily related to our Premier Agent Flex, Zillow Lease Connect 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 Zillow Lease Connect. We recognize revenue when we satisfy our performance obligations under the corresponding contracts. The current portion of contract assets are recorded within prepaid expenses and other current assets and the long-term portion of contract assets are recorded within other assets in our consolidated balance sheets. Contract liabilities consist of deferred revenue, which relates to payments received in advance of performance under a revenue contract. Deferred revenue is primarily related to prepaid advertising fees received or billed in advance of satisfying our performance obligations and prepaid but unrecognized subscription revenue. Deferred revenue is recognized when or as we satisfy our obligations under contracts with customers. Contract Cost Assets We capitalize certain incremental costs of obtaining contracts with customers which we expect to recover. These costs relate to commissions paid to sales personnel, primarily for our Premier Agent program. As a practical expedient, we recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less. Capitalized commission costs are recorded as contract cost assets in our consolidated balance sheets. Contract cost assets are amortized to expense on a straight-line basis over a period that is consistent with the transfer to the customer of the products or services to which the asset relates, generally the estimated life of the customer relationship. Amortization expense related to contract cost assets is included in sales and marketing expenses in our consolidated statements of operations. In determining the estimated life of our customer relationships, we consider quantitative and qualitative data, including, but not limited to, historical customer data, recent changes or expected changes in product or service offerings and changes in how we monetize our products and services. The amortization period for capitalized contract costs related to our Premier Agent program is approximately three years. We monitor our contract cost assets for impairment and recognize an impairment loss in the consolidated statements of operations to the extent the carrying amount of the asset recognized exceeds the amount of consideration that we expect to receive in the future and that we have received but have not recognized in revenue less the costs that relate directly to providing those goods or services that have not yet been recognized as expenses. Refer to Note 7 of our consolidated financial statements for more information regarding contract cost assets. Revenue Recognition We recognize revenue when or as we satisfy our performance obligations by transferring control of the promised products or services to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those products or services. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component as the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service is generally one year or less. We do not disclose the transaction price related to remaining performance obligations for (i) contracts with an original expected duration of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for performance completed to date. The remaining duration over which we satisfy our performance obligations is generally less than one year. IMT Segment Premier Agent Revenue. Premier Agent revenue is derived from our Premier Agent program. Our Premier Agent program offers a suite of marketing and business technology products and services to help real estate agents and brokers achieve their advertising goals while growing and managing their businesses and brands. All Premier Agents receive access to a dashboard portal on our mobile application and website that provides individualized program performance analytics, our customer relationship management, or CRM, tool that captures detailed information about each contact made with a Premier Agent through our mobile and web platforms and our account management tools. The marketing and business technology products and services promised to Premier Agents are delivered over time, as the customer simultaneously receives and consumes the benefit of the performance obligations. Premier Agent advertising products, which include the delivery of validated consumer connections, or leads, are primarily offered on a share of voice basis. Payment is received prior to the delivery of connections. Connections are delivered when consumer contact information is provided to Premier Agents. We do not promise any minimum or maximum number of connections to customers, but instead control when and how many connections to deliver based on a customer’s share of voice. We determine the number of connections to deliver to Premier Agents in each zip code using a market-based pricing method in consideration of the total amount spent by Premier Agents to purchase connections in the zip code during the month. This results in the delivery of connections over time in proportion to each Premier Agent’s share of voice. A Premier Agent’s share of voice in a zip code is determined by their proportional monthly prepaid spend in that zip code as a percentage of the total monthly prepaid spend of all Premier Agents in that zip code, and determines the proportion of consumer connections a Premier Agent receives. The number of connections delivered for a given spend level is dynamic - as demand for advertising in a zip code increases or decreases, the number of connections delivered to a Premier Agent in that zip code decreases or increases accordingly. We primarily recognize revenue related to the Premier Agent products and services based on the monthly prepaid spend recognized on a straight-line basis during the monthly billing period over which the products and services are provided. This methodology best depicts how we satisfy our performance obligations to customers, as we continuously transfer control of the performance obligations to the customer over time. Given a Premier Agent typically prepays their monthly spend and the monthly spend is refunded on a pro-rata basis upon cancellation of the contract by a customer, we have determined that Premier Agent contracts are effectively daily contracts, and each performance obligation is satisfied over time as each day lapses. We have not allocated the transaction price to each performance obligation within our Premier Agent arrangements, as the amounts recognized would be the same irrespective of any allocation. We also offer a pay for performance pricing model called “Flex” for Premier Agent advertising services in certain markets. Flex is available to select partners alongside our legacy market-based pricing model. With the Flex model, Premier Agents are provided with validated leads at no initial cost and pay a performance advertising fee only when a real estate transaction is closed with one of the leads within two years. With this pricing model, the transaction price represents variable consideration, as the amount to which we expect to be entitled varies based on the number of validated leads that convert into real estate transactions and the value of those transactions. We estimate variable consideration and record revenue as performance obligations, or validated leads, are transferred. We do not believe that a significant reversal in the amount of cumulative revenue recognized will occur once the uncertainty related to the number of transactions closed is subsequently resolved. We record a corresponding contract asset for the estimate of variable consideration for Flex when the right to the consideration is conditional. When the right to consideration becomes unconditional, we reclassify amounts to accounts receivable. Rentals Revenue. Rentals revenue includes the sale of advertising and a suite of tools to rental professionals, landlords and other market participants under the Zillow and StreetEasy brands. Rentals revenue includes revenue generated by advertising sold to property managers, landlords and other rental professionals on a cost per lead, click, lease, listing or impression basis or for a fixed fee for certain advertising packages. Rentals revenue also includes revenue generated from our rental applications product, through which potential renters can submit applications to multiple properties for a flat service fee. We recognize revenue as leads, clicks and impressions are provided to rental professionals, or as rental listings are published on our mobile applications and websites, which is the amount for which we have the right to invoice. We recognize revenue related to our fixed fee rentals product on a straight-line basis over the contract term as the performance obligations, rental listings on our mobile applications and websites, are satisfied over time based on time elapsed. The number of leases generated through our rentals pay per lease product, Zillow Lease Connect, during the period is accounted for as variable consideration, and we estimate the amount of variable consideration based on the expected number of qualified leases secured during the period. We do not believe that a significant reversal in the amount of cumulative revenue recognized will occur once the uncertainty related to the number of leases secured is subsequently resolved. We record a corresponding contract asset for the estimate of variable consideration for Zillow Lease Connect when the right to the consideration is conditional. When the right to consideration becomes unconditional, we reclassify amounts to accounts receivable. Rentals revenue also includes revenue generated from our rental applications product through which potential renters can submit applications to multiple rental properties over a 30-day period for a flat service fee. We recognize revenue for the rental applications product on a straight-line basis during the contractual period over which the customer has the right to access and submit the rental application. Other Revenue. Other IMT revenue primarily includes revenue generated by our new construction marketplace and revenue from the sale of other advertising and business technology solutions for real estate professionals, including display, StreetEasy for-sale product offerings and ShowingTime+, which houses ShowingTime, Bridge Interactive, dotloop and interactive floor plans. Our new construction marketing solutions allow home builders to showcase their available inventory to home shoppers. New construction revenue primarily includes revenue generated by advertising sold to builders on a cost per residential community basis whereby we recognize revenue on a straight-line basis during the contractual period over which the communities are advertised on our mobile applications and websites. New construction revenue also includes revenue generated on a cost per impression basis whereby we recognize revenue as impressions are delivered to users interacting with our mobile applications and websites, which is the amount for which we have the right to invoice. Consideration for new construction products is billed in arrears. ShowingTime revenue is primarily generated by Appointment Center, a software-as-a-service and call center solution allowing real estate agents, brokerages and multiple listing services to efficiently schedule real estate viewing appointments on behalf of their customers. Appointment Center revenue is primarily billed in advance on a monthly basis and recognized ratably over the contract period which aligns to our satisfaction of performance obligations. StreetEasy for-sale revenue primarily consists of 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 referral fee only when a real estate purchase transaction is closed with one of the leads. Under the StreetEasy 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 estimate variable consideration based on the expected number of closed transactions during the period. We do not believe that a significant reversal in the amount of cumulative revenue recognized will occur once the uncertainty related to the number of transactions closed is subsequently resolved. 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. Our dotloop real estate transaction management software-as-a-service solution is primarily billed in advance on a monthly basis and revenue is recognized ratably over the contract period which aligns to our satisfaction of performance obligations. Display revenue primarily consists of graphical mobile and web advertising sold on a cost per thousand impressions or cost per click basis to advertisers promoting their brands on our mobile applications and websites. We recognize display revenue as clicks occur or as impressions are delivered to users interacting with our mobile applications or websites, which is the amount for which we have the right to invoice. Mortgages Segment Mortgages Revenue. Mortgages revenue primarily includes revenue generated by Zillow Home Loans, our affiliated mortgage lender, and marketing products sold to mortgage professionals on a cost per lead basis, including our Custom Quote and Connect services. Mortgage origination revenue recorded within our Mortgages segment reflects origination fees on purchase or refinance mortgages and the corresponding sale, or expected future sale, of a loan. When an IRLC is made to a customer, we record the expected gain on sale of the mortgage, plus the estimated earnings from the expected sale of the associated servicing rights, adjusted for a pull-through percentage (which is defined as the likelihood that an interest rate lock commitment will be originated), as revenue. Revenue from loan origination fees is recognized at the time the related purchase or refinance transactions are completed, usually upon the close of escrow and when we fund the purchase or refinance mortgage loans. Once funded, mortgage loans held for sale are recorded at fair value based on either sale commitments or current market quotes and are adjusted for subsequent changes in fair value until the loan is sold. Origination costs associated with originating mortgage loans are recognized as incurred. We sell substantially all of the mortgages we originate and the related servicing rights to third-party purchasers. Mortgage loans are sold with limited recourse provisions, which can result in repurchases of loans previously sold to investors or payments to reimburse investors for loan losses. Based on historical experience, discussions with our mortgage purchasers, analysis of the volume of mortgages we originated and current housing and credit market conditions, we estimate and record a loss reserve for mortgage loans held in our portfolio and mortgage loans held for sale, as well as known and projected mortgage loan repurchase requests. These have historically not been significant to our financial statements. Zillow Group operates Custom Quote and Connect through its wholly owned subsidiary, Zillow Group Marketplace, Inc., a licensed mortgage broker. For our Connect and Custom Quote cost per lead marketing products, participating qualified mortgage professionals typically make a prepayment to gain access to consumers interested in connecting with mortgage professionals. Mortgage professionals who exhaust their initial prepayment prepay additional funds to continue to participate in the marketplace. In Zillow Group’s Connect platform, consumers answer a series of questions to find a local lender, and mortgage professionals receive consumer contact information, or leads, when the consumer chooses to share their information with a lender. Consumers who request rates for mortgage loans in Custom Quotes are presented with customized quotes from participating mortgage professionals. For our cost per lead mortgages products, we recognize revenue when a user contacts a mortgage professional through our mortgages platform, which is the amount for which we have the right to invoice. Homes Segment Zillow Closing Services. Zillow Closing Services offers title and escrow services to home buyers and sellers, including title search procedures for title insurance policies, escrow and other closing services. Title insurance, which is recorded net of amounts remitted to third-party underwriters, and title and escrow closing fees, are recognized as revenue upon closing of the underlying real estate transaction. There were no customers that generated 10% or more of our total revenue in the years ended December 31, 2022, 2021 or 2020. Cost of Revenue. Cost of revenue consists of expenses related to operating our mobile applications and websites, including associated headcount-related expenses, such as salaries, benefits, bonuses and share-based compensation expense, as well as revenue-sharing costs related to our commercial business relationships, depreciation expense, and costs associated with hosting our mobile applications and websites. Cost of revenue also includes amortization costs related to capitalized website and development activities, amortization of software, amortization of certain intangible assets and other costs to obtain data used to populate our mobile applications and websites, and amortization of certain intangible assets recorded in connection with acquisitions, including developed technology. For our IMT and Mortgages segments, cost of revenue also includes credit card fees and ad serving costs paid to third parties. For our Mortgages segment, cost of revenue also consists of direct costs to originate loans, including underwriting and processing costs. Sales and Marketing. Sales and marketing expenses consist of advertising costs and other sales expenses related to promotional and marketing activities, headcount-related expenses, including salaries, commissions, benefits, bonuses and share-based compensation expense for sales, sales support, customer support, including the customer connections team, marketing and public relations employees, depreciation expense and amortization of certain intangible assets recorded in connection with acquisitions, including trade names and trademarks and customer relationships. For our Mortgages segment, sales and marketing expenses include headcount-related expenses for loan officers and specialists supporting Zillow Home Loans. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Computer equipment 2 to 3 years Office equipment, furniture and fixtures 5 to 7 years Leasehold improvements Shorter of expected useful life or lease term Maintenance and repair costs are charged to expense as incurred. Major improvements, which extend the useful life of the related asset, are capitalized. Upon disposal of a fixed asset, we record a gain or loss based on the difference between the proceeds received and the net book value of the disposed asset. We remove fully depreciated property and equipment from the cost and accumulated depreciation amounts disclosed. |
Website and Software Development Costs | Website and Software Development Costs The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized in property and equipment and amortized on a straight-line basis over their estimated useful lives. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Amortization expense related to capitalized website and software development costs is included in cost of revenue in our consolidated statements of operations. Capitalized development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at one |
Leases | Leases Our lease portfolio is primarily composed of operating leases for our office space. We determine whether a contract is or contains a lease at inception of the contract. Our operating leases are included in right of use assets and lease liabilities on our consolidated balance sheets. We do not have any material financing leases. We have lease agreements that include both lease components (e.g., fixed rent) and non-lease components (e.g., common area maintenance). For such leases, we account for the lease and non-lease components as a single component. For leases with an initial term of 12 months or less, we recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Right of use assets represent our right to use an underlying asset during the lease term and lease liabilities represent our obligation to make lease payments. Right of use assets and lease liabilities are recognized at the lease commencement date based on the present value of the total lease payments not yet paid, including lease incentives not yet received, with the right of use assets further adjusted for any prepaid or accrued lease payments, lease incentives received and/or initial direct costs incurred. Certain lease arrangements also include variable payments for costs such as common-area maintenance, utilities, taxes or other operating costs, which are based on a percentage of actual expenses incurred or a fluctuating rate which is unknown at the inception of the contract. These variable lease payments are excluded from the measurement of the right of use assets and lease liabilities. Our leases have remaining lease terms ranging from less than one year to ten years, most of which include one or more options to extend the lease term. The renewal options can generally extend the lease term for up to an additional five As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. We apply a portfolio approach for determining the incremental borrowing rate based on the applicable lease terms and the current economic environment. We recognize lease expense for operating leases on a straight-line basis over the lease term. Variable lease payments are generally recognized when incurred. These expenses are included in general and administrative expenses in the consolidated statements of operations. From time to time, we may enter into sublease agreements with third parties. Our subleases generally do not relieve us of our primary obligations under the corresponding head lease. As a result, we account for the head lease based on the original assessment at lease inception. We determine if the sublease arrangement is either a sales-type, direct financing, or operating lease at inception of the sublease. If the total remaining lease cost on the head lease for the term of the sublease is greater than the anticipated sublease income, the right of use asset is assessed for impairment. Our subleases are generally operating leases and we recognize sublease income on a straight-line basis over the sublease term. Recoverability of Goodwill Goodwill is measured as the excess of consideration transferred for an acquired business over the net of the acquisition date fair values of the assets acquired and the liabilities assumed, and is not amortized. We assess the impairment of goodwill at the reporting unit level on an annual basis, in our fourth quarter, or whenever events or changes in circumstances indicate that goodwill may be impaired. In our evaluation of goodwill, we initially perform a qualitative assessment to determine whether the existence of events or circumstances indicates that it is more likely than not that the carrying value of each reporting unit is greater than its fair value. If it is more likely than not that the carrying value of a reporting unit is greater than its fair value, we perform a quantitative assessment and an impairment charge is recorded in our statements of operations for the excess of carrying value of the reporting unit over its fair value. During the years ended December 31, 2022, 2021 and 2020, we did not record any impairments related to goodwill. Refer to Note 10 for additional information related to goodwill. |
Intangible Assets/Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets | Intangible Assets We purchase and license data content from multiple data providers. This data content consists of United States county data about home details and other information relating to the purchase price of homes, both current and historical, as well as imagery, mapping and parcel data that is displayed on our mobile applications and websites. In some instances, we retain perpetual rights to this information after our contract with a vendor ends; in other instances, the information and data are licensed only during the fixed term of the agreement. Additionally, certain data license agreements provide for uneven payment amounts throughout the contract term. We capitalize payments made to third parties for data licenses that we expect to recover through generation of revenue and margins. For data license contracts that include uneven payment amounts, we capitalize the payments as they are made as an intangible asset and the total contract value is typically amortized on a straight-line basis over the term of the contract, which is equivalent to the estimated useful life of the asset. The amortization period for the capitalized purchased content is based on our best estimate of the useful life of the asset, which ranges from three Under certain other data agreements, the underlying data is obtained on a subscription basis with consistent monthly or quarterly recurring payment terms over the contractual period. Upon the expiration of such arrangements, we no longer have the right to access the related data, and therefore, the costs incurred under such contracts are not capitalized and are expensed as payments are made. We also capitalize costs related to the license of certain internal-use software from third parties, including certain licenses of software in cloud computing arrangements. Additionally, we capitalize costs incurred during the application development stage related to the development of internal-use software and enterprise cloud computing services. We expense costs as incurred related to the planning and post-implementation phases of development. Capitalized internal-use software costs are amortized on a straight-line basis over the estimated useful life of the asset, which is currently one Intangibles-in-progress consist of purchased content and software that are capitalizable but have not been placed in service. We also have intangible assets for developed technology, customer relationships, and trade names and trademarks which we recorded in connection with acquisitions. Purchased intangible assets with a determinable economic life are carried at cost less accumulated amortization. These intangible assets are amortized over the estimated useful life of the asset on a straight-line basis. For each of the intangible assets described above, we have removed fully amortized assets from the cost and accumulated amortization amounts disclosed. Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets We evaluate intangible assets and other long-lived assets for impairment whenever events or circumstances indicate that they may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset group to future undiscounted net cash flows expected to be generated. We group assets for purposes of such review at the lowest level for which identifiable cash flows of the asset group are largely independent of the cash flows of the other groups of assets and liabilities. If this comparison indicates impairment, the amount of impairment to be recognized is calculated as the difference between the carrying value and the fair value of the asset group. |
Business Combinations | Business Combinations We recognize identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions for the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that we identify adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. We recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. |
Technology and Development | Technology and Development. Technology and development expenses consist of headcount-related expenses, including salaries, benefits, bonuses and share-based compensation expense for individuals engaged in the design, development and testing of our products, mobile applications and websites and the tools and applications that support our products. Technology and development expenses also include equipment and maintenance costs and depreciation expense. |
Share-Based Compensation | Share-Based Compensation. We measure compensation expense for all share-based awards at fair value on the date of grant and recognize compensation expense over the service period on a straight-line basis for awards expected to vest. We use the Black-Scholes-Merton option-pricing model to determine the fair value for option awards. In valuing our option awards, we make assumptions about risk-free interest rates, dividend yields, volatility and weighted-average expected lives. We account for forfeitures as they occur. Risk-free interest rates are derived from U.S. Treasury securities as of the option award grant date. Expected dividend yield is based on our historical cash dividend payments, which have been zero to date. The expected volatility for our Class A common stock and Class C capital stock is estimated using our historical volatility. The weighted-average expected life of the option awards is estimated based on our historical exercise data. When determining the grant date fair value of share-based awards, management considers whether an adjustment is required to the observable market price or volatility of the Company’s Class C capital stock used in the valuation as a result of material non-public information. For issuances of restricted stock units, we determine the fair value of the award based on the market value of our Class C capital stock, as applicable, at the date of grant. |
Restructuring Costs | Restructuring Costs. The main components of our restructuring costs recorded within impairment and restructuring costs in our consolidated statement of operations relate to employee termination costs, contract termination costs, and charges attributable to the wind down of Zillow Offers operations and additional cost actions to streamline our operations and prioritize investments. One-time employee termination benefits are recognized when the plan of termination has been communicated to employees and certain other criteria are met. Other severance and employee costs, primarily pertaining to ongoing employee benefit arrangements, are recognized when it is probable that the employees are entitled to the severance benefits and the amounts can be reasonably estimated. Contract termination costs are recognized when a contract is terminated in accordance with its terms or at the cease-use date. Asset write-offs are recognized upon their cease-use date. The cumulative effect of a change resulting from a revision to either the timing or the amount of estimated cash flows for restructuring is recognized as an adjustment to the liability in the period of the change. |
Income Taxes | Income Taxes We use the asset and liability approach for accounting and reporting income taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable enacted tax rates. A valuation allowance against deferred tax assets would be established if, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50%) that some or all of the deferred tax assets are not expected to be realized. We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit, new tax legislation or the change of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. Interest and penalties related to unrecognized tax benefits are recorded as income tax expense. |
Recently Adopted Accounting Standards/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 must 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 was effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and could 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. In October 2021, the FASB issued guidance requiring contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with guidance governing revenue from contracts with customers. Prior to the adoption of this guidance, we recognized contract assets and contract liabilities at the acquisition date based on fair value estimates, which resulted in a reduction to unearned revenue on the balance sheet, and therefore, a reduction to revenue that would have otherwise been recorded as an independent entity. The guidance was effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early adoption permitted. We adopted this guidance effective April 1, 2022, and it will be applied to all business combinations after that date. We did not enter into any material business combinations during the year ended December 31, 2022. Recently Issued Accounting Standards Not Yet Adopted In June 2022, the FASB issued guidance to improve existing measurement and disclosure requirements for equity securities that are subject to a contractual sale restriction. This guidance is effective for interim and annual periods beginning after December 15, 2023 on a prospective basis, with early adoption permitted. We expect to adopt this guidance on January 1, 2024. We have not yet determined the impact the adoption of this guidance will have on our financial position, results of operations and cash flows. |
Fair Value Measurements | We apply fair value measurements on a recurring and, as otherwise required, on a nonrecurring basis. Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. We apply the following methods and assumptions in estimating our fair value measurements on a recurring basis: 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 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 IRLCs is calculated by reference to quoted prices in secondary markets for commitments to sell mortgage loans with similar characteristics. Expired commitments are excluded from the fair value measurement. Since not all IRLCs will become closed loans, we adjust our fair value measurements for the estimated amount of IRLCs that will not close. This adjustment is effected through the pull-through rate, which represents the probability that an IRLC will ultimately result in a closed loan. For IRLCs that are cancelled or expire, any recorded gain or loss is reversed at the end of the commitment period (Level 3). The pull-through rate is based on estimated changes in market conditions, loan stage and historical borrower behavior. Pull-through rates are directly related to the fair value of IRLCs as an increase in the pull-through rate, in isolation, would result in an increase in the fair value measurement. Conversely, a decrease in the pull-through rate, in isolation, would result in a decrease in the fair value measurement. Changes in the fair value of IRLCs are included within Mortgages revenue in our consolidated statements of operations. The following table presents the range and weighted average pull-through rates used in determining the fair value of IRLCs as of the dates presented: December 31, 2022 December 31, 2021 Range 47% - 100% 42% - 100% Weighted average 87% 85% |
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 Internet, Media & Technology (“IMT”), Mortgages and Homes segments. The IMT segment includes the financial results for the Premier Agent and rentals marketplaces, as well as Other IMT, which includes our new construction marketplace and revenue from the sale of other advertising and business technology solutions for real estate professionals, including display, StreetEasy for-sale product offerings and ShowingTime+, which houses ShowingTime, Bridge Interactive, dotloop and interactive floor plans. In the first quarter of 2022, we began reporting rentals revenue as a separate revenue category within the IMT segment and prior period amounts have been recast to conform to this presentation. 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. The Homes segment includes the financial results from title and escrow services performed by Zillow Closing Services and certain indirect costs of the Homes segment which do not qualify as discontinued operations. As discussed in Note 3, the wind down of Zillow Offers was completed in the third quarter of 2022, and we have presented the financial results of Zillow Offers as discontinued operations in our consolidated financial statements. Prior period amounts have been recast to conform to this presentation. 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) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Useful Lives | Property and equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Computer equipment 2 to 3 years Office equipment, furniture and fixtures 5 to 7 years Leasehold improvements Shorter of expected useful life or lease term |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table presents the major classes of assets and liabilities of discontinued operations as of December 31, 2021 (in millions): Assets Current assets: Cash and cash equivalents $ 296 Accounts receivable, net 78 Inventory 3,913 Prepaid expenses and other current assets 13 Restricted cash 226 Total current assets of discontinued operations 4,526 Intangible assets, net 4 Other assets 78 Total assets of discontinued operations $ 4,608 Liabilities Current liabilities: Accounts payable $ 6 Accrued expenses and other current liabilities 72 Accrued compensation and benefits 47 Borrowings under credit facilities 2,199 Securitization term loans 1,209 Total current liabilities of discontinued operations $ 3,533 The following table presents the major classes of line items of the discontinued operations included in the consolidated statements of operations for the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Revenue $ 4,249 $ 6,015 $ 1,716 Cost of revenue 4,023 6,071 1,611 Gross profit (loss) 226 (56) 105 Operating expenses: Sales and marketing 153 361 156 Technology and development 6 53 66 General and administrative 10 35 33 Impairment and restructuring costs 25 62 — Total operating expenses 194 511 255 Income (loss) from discontinued operations 32 (567) (150) Loss on extinguishment of debt (21) — — Other income, net 13 3 — Interest expense (36) (64) (17) Loss from discontinued operations before income taxes (12) (628) (167) Income tax benefit (expense) (1) (2) — Net loss from discontinued operations $ (13) $ (630) $ (167) Net loss from discontinued operations per share: Basic $ (0.05) $ (2.52) $ (0.75) Diluted $ (0.05) $ (2.41) $ (0.72) The following table presents significant non-cash items and capital expenditures of the discontinued operations for the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Amortization of debt discount and debt issuance costs $ 21 $ 11 $ — Loss on debt extinguishment 21 — — Share-based compensation 16 40 27 Inventory valuation adjustment 9 408 — Depreciation and amortization 7 10 6 Capital expenditures 1 6 8 Issuance (settlement) of beneficial interests in securitizations (79) 63 — |
Restructuring and Related Costs | The following table presents a summary of restructuring charges attributable to discontinued operations for the periods presented (in millions): Year Ended December 31, Line Item of Discontinued Operations 2022 2021 Cumulative Amount Recognized Inventory write-down Cost of revenue $ 9 $ 408 N/A Other charges: Employee termination costs Impairment and restructuring costs $ 20 $ 52 $ 72 Financing-related charges Interest expense and Loss on debt extinguishment 37 6 43 Contract termination costs Impairment and restructuring costs 4 10 14 Accelerated depreciation and amortization Cost of revenue 14 5 19 Asset write-offs Impairment and restructuring costs — 1 1 Other charges Impairment and restructuring costs 1 — 1 Total other charges 76 74 150 Total $ 85 $ 482 $ 567 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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: December 31, 2022 December 31, 2021 Range 47% - 100% 42% - 100% Weighted average 87% 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): December 31, 2022 Total Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 1,338 $ 1,338 $ — $ — Short-term investments: U.S. government treasury securities 1,716 — 1,716 — Corporate bonds 161 — 161 — Commercial paper 10 — 10 — U.S. government agency securities 9 — 9 — Mortgage origination-related: Mortgage loans held for sale 41 — 41 — Forward contracts - other current assets 1 — 1 — Total $ 3,276 $ 1,338 $ 1,938 $ — 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 treasury securities 471 — 471 — Corporate bonds 33 — 33 — Commercial paper 10 — 10 — Mortgage origination-related: Mortgage loans held for sale 107 — 107 — IRLCs - other assets 5 — — 5 Total $ 2,758 $ 2,132 $ 621 $ 5 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the changes in our IRLCs for the periods presented (in millions): Year Ended December 31, 2022 Year Ended December 31, 2021 Balance, beginning of the period $ 5 $ 12 Issuances 15 70 Transfers (17) (78) Fair value changes recognized in earnings (3) 1 Balance, end of period $ — $ 5 |
Cash and Cash Equivalents, In_2
Cash and Cash Equivalents, Investments and Restricted Cash (Tables) | 12 Months Ended |
Dec. 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 table presents the amortized cost and estimated fair market value of our cash and cash equivalents, investments, and restricted cash as of the dates presented (in millions): December 31, 2022 December 31, 2021 Amortized Estimated Amortized Estimated Cash $ 128 $ 128 $ 183 $ 183 Cash equivalents: Money market funds 1,338 1,338 2,132 2,132 Short-term investments: U.S. government treasury securities (1) 1,731 1,716 473 471 Corporate bonds (2) 162 161 33 33 Commercial paper 10 10 10 10 U.S. government agency securities 9 9 — — Restricted cash 2 2 1 1 Total $ 3,380 $ 3,364 $ 2,832 $ 2,830 (1) The estimated fair market value includes $15 million and $2 million of gross unrealized losses as of December 31, 2022 and December 31, 2021, respectively. (2) The estimated fair market value includes $1 million of gross unrealized losses as of December 31, 2022. |
Debt Securities, Available-for-Sale | The following table presents available-for-sale investments by contractual maturity date as of December 31, 2022 (in millions): Amortized Cost Estimated Fair Due in one year or less $ 1,159 $ 1,150 Due after one year 753 746 Total $ 1,912 $ 1,896 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 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): December 31, 2022 2021 Website development costs $ 291 $ 175 Leasehold improvements 90 107 Office equipment, furniture and fixtures 24 26 Computer equipment 18 19 Construction-in-progress 7 7 Property and equipment 430 334 Less: accumulated amortization and depreciation (159) (119) Property and equipment, net $ 271 $ 215 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Purchase Price Allocation | The purchase price was allocated as follows (in millions): Cash and cash equivalents $ 15 Identifiable intangible assets 111 Goodwill 389 Other acquired assets 6 Deferred tax liability (4) Other assumed liabilities (5) Total purchase price $ 512 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The 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 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Allocated to Reportable Segments | The following table presents goodwill by reportable segment as of December 31, 2022 and 2021 (in millions): IMT $ 2,175 Mortgages 199 Total $ 2,374 |
Intangible Assets | The following tables present the detail of intangible assets as of the dates presented (in millions): December 31, 2022 Cost Accumulated Net Customer relationships $ 59 $ (10) $ 49 Software 54 (15) 39 Developed technology 49 (15) 34 Trade names and trademarks 45 (15) 30 Purchased content 8 (6) 2 Total $ 215 $ (61) $ 154 December 31, 2021 Cost Accumulated Net Customer relationships $ 139 $ (84) $ 55 Developed technology 133 (86) 47 Trade names and trademarks 45 (9) 36 Software 53 (18) 35 Intangibles-in-progress 2 — 2 Purchased content 4 (3) 1 Total $ 376 $ (200) $ 176 |
Estimated Future Amortization Expense for Intangible Assets | Estimated future amortization expense for intangible assets, including amortization related to future commitments (see Note 18), as of December 31, 2022 is as follows (in millions): 2023 $ 45 2024 41 2025 30 2026 16 2027 14 Thereafter 24 Total future amortization expense $ 170 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of accrued expenses and other current liabilities | The following table presents the detail of accrued expenses and other current liabilities as of the dates presented (in millions): December 31, 2022 2021 Accrued estimated legal liabilities and legal fees $ 21 $ 7 Accrued marketing and advertising 9 27 Other accrued expenses and other current liabilities 60 55 Total accrued expenses and other current liabilities $ 90 $ 89 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Expense | The components of our operating lease expense were as follows for the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Operating lease cost $ 36 $ 38 $ 40 Variable lease cost 18 13 10 Total lease cost $ 54 $ 51 $ 50 Other information related to operating leases was as follows for the periods presented (in millions, except for years and percentages): Year Ended December 31, 2022 2021 (1) 2020 Cash paid for amounts included in the measurement of operating lease liabilities, net of lease incentives of $9, $— and $19 for the years ended December 31, 2022, 2021 and 2020, respectively $ 34 $ 43 $ 18 Right of use assets obtained in exchange for new operating lease obligations $ 19 $ (36) $ — Weighted average remaining lease term for operating leases 7 years 7 years 8 years Weighted average discount rate for operating leases 8.2 % 7.2 % 6.5 % (1) During the year ended December 31, 2021, we modified our existing office space lease for our corporate headquarters in Seattle, Washington, whereby the renewal options for certain existing office space which we had previously included in the measurement of the lease liability and right of use asset were removed and we partially terminated our lease early for certain existing office space, resulting in a reduction of the lease liability and right of use asset of approximately $44 million and $42 million, respectively. The lease term for certain other existing leased office space in Seattle was extended such that it now expires in 2032 and retains the two five |
Schedule of Maturities for Operating Lease Liabilities | The following table presents the scheduled maturities of our operating lease liabilities by year as of December 31, 2022 (in millions): 2023 $ 42 2024 37 2025 23 2026 24 2027 23 Thereafter 80 Total lease payments 229 Less: Imputed interest (59) Present value of lease liabilities $ 170 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 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): December 31, 2022 2021 Mortgages segment Repurchase agreements: Credit Suisse AG, Cayman Islands $ 23 $ 77 Citibank, N.A. 3 17 Warehouse line of credit: Comerica Bank 11 19 Total Mortgages segment debt 37 113 Convertible senior notes 1.375% convertible senior notes due 2026 495 369 2.75% convertible senior notes due 2025 560 443 0.75% convertible senior notes due 2024 605 507 Total convertible senior notes 1,660 1,319 Total debt $ 1,697 $ 1,432 |
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 6.16 % Citibank, N.A. June 9, 2023 100 6.18 % Comerica Bank June 24, 2023 50 6.22 % Total $ 250 |
Schedule of Components 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): December 31, 2022 December 31, 2021 Maturity Date Aggregate Principal Amount Stated Interest Rate Effective Interest Rate First Interest Payment Date 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, 2020 March 1; September 1 $ 4 $ 504 $ 130 $ 781 May 15, 2025 565 2.75 % 3.20 % November 15, 2020 May 15; November 15 5 531 122 725 September 1, 2024 608 0.75 % 1.02 % March 1, 2020 March 1; September 1 3 629 101 945 Total $ 1,672 $ 12 $ 1,664 $ 353 $ 2,451 Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 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 Contractual Coupon Interest Amortization of Debt Discount Amortization of Debt Issuance Costs Interest Expense September 1, 2026 $ 7 $ — $ 7 $ 7 $ 22 $ 1 $ 30 $ 7 $ 20 $ — $ 27 May 15, 2025 16 3 19 16 27 1 44 10 15 1 26 September 1, 2024 4 2 6 4 32 1 37 5 33 1 39 July 1, 2023 — — — 3 8 1 12 6 15 1 22 December 1, 2021 — — — — — — — 6 14 2 22 Total $ 27 $ 5 $ 32 $ 30 $ 89 $ 4 $ 123 $ 34 $ 97 $ 5 $ 136 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 Year Ended December 31, 2021 Year Ended December 31, 2020 2023 Notes 2024 Notes 2026 Notes Total 2021 Notes Aggregate principal amount settled $ 374 $ 65 $ 1 $ 440 $ 460 Cash paid 1 — — 1 195 Shares of Class C capital stock issued 4,752 1,485 28 6,265 5,820 Total fair value of consideration transferred (1) $ 572 $ 200 $ 4 $ 776 $ 783 (Gain) loss on extinguishment of debt: Consideration allocated to the liability component (2) $ 349 $ 53 $ 1 $ 403 $ 430 Carrying value of the liability component, net of unamortized debt discount and debt issuance costs 334 51 1 386 431 (Gain) loss on extinguishment of debt $ 15 $ 2 $ — $ 17 $ (1) Consideration allocated to the equity component $ 223 $ 147 $ 3 $ 373 $ 353 (1) For convertible senior notes converted by note holders, the total fair value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the conversion date and an immaterial amount of cash paid in lieu of fractional shares. For convertible senior notes redeemed, the total fair value of consideration transferred comprises cash transferred to note holders to settle the related notes. For convertible senior notes repurchased in the year ended December 31, 2020, the total value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the date of transfer as well as cash transferred to note holders to settle the related notes. (2) Consideration allocated to the liability component is based on the fair value of the liability component immediately prior to settlement, which was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature. 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 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax (Benefit) Expense | The following table presents the components of our income tax expense (benefit) for the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Current income tax expense State $ 2 $ 2 $ — Foreign 1 — — Total current income tax expense 3 2 — Deferred income tax benefit: Federal — (3) (7) State — — (1) Total deferred income tax benefit — (3) (8) Total income tax expense (benefit) $ 3 $ (1) $ (8) |
Reconciliation of Federal Statutory Rate and Effective Tax Rate | The following table presents a reconciliation of the federal statutory rate and our effective tax rate for the periods presented: Year Ended December 31, 2022 2021 2020 Tax expense at federal statutory rate (21.0) % (21.0) % (21.0) % State income taxes, net of federal tax benefit 6.2 8.7 (364.0) Share-based compensation 13.2 84.1 (2,329.4) Non-deductible executive compensation 14.3 (7.7) 86.9 Research and development credits (25.7) 40.8 (393.0) Other 8.2 (4.9) (23.2) Valuation allowance 7.4 (99.3) 2,827.6 Effective tax rate 2.6 % 0.7 % (216.1) % |
Deferred Tax Assets and Liabilities | The following table presents the significant components of our deferred tax assets and liabilities as of the dates presented (in millions): December 31, 2022 2021 Deferred tax assets: Federal and state net operating loss carryforwards $ 433 $ 524 Research and development credits 164 133 Share-based compensation 102 66 Capitalized research and development 100 — Lease liability 43 41 Interest expense limitation 28 58 Debt discount on convertible notes 18 — Accruals and reserves 3 13 Depreciation and amortization — 1 Inventory — 69 Other deferred tax assets 5 1 Total deferred tax assets 896 906 Deferred tax liabilities: Right of use assets (31) (32) Intangible assets (15) (22) Goodwill (5) (5) Depreciation and amortization (3) — Debt discount on convertible notes — (60) Website and software development costs — (43) Total deferred tax liabilities (54) (162) Net deferred tax assets before valuation allowance 842 744 Less: valuation allowance (843) (746) Net deferred tax liabilities $ (1) $ (2) |
Changes in Unrecognized Tax Benefits | Changes for unrecognized tax benefits for the periods presented are as follows (in millions): Balance at January 1, 2020 $ 40 Gross increases—current period tax positions 9 Balance at December 31, 2020 $ 49 Gross increases—current period tax positions 17 Gross increases—prior period tax positions 9 Balance at December 31, 2021 $ 75 Gross increases—current period tax positions 17 Gross increases—prior period tax positions 4 Gross decreases—prior period tax positions (6) Balance at December 31, 2022 $ 90 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Sale of Stock by Subsidiary or Equity Method Investee Disclosure | The following table summarizes the activity pursuant to the equity distribution agreement for the year ended December 31, 2021 (in millions, except share data which are presented in thousands, and per share amounts): 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. |
Schedule of Repurchase Agreements | The following table summarizes, on a settlement date basis, our Class A common stock and Class C capital stock repurchase activity under the Repurchase Authorizations for the period presented (in millions, except share data which are presented in thousands, and per share amounts): Year Ended December 31, 2022 2021 Class A common stock Class C capital stock Class C capital stock Shares repurchased 4,052 18,161 4,944 Weighted-average price per share $ 44.14 $ 42.30 $ 61.12 Total purchase price $ 179 $ 768 $ 302 |
Share-Based Awards (Tables)
Share-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Option Award Activity | The following table summarizes all option award activity for the year ended December 31, 2022: Number Weighted- Weighted- Aggregate Outstanding at January 1, 2022 25,746 $ 72.86 7.48 $ 354 Granted 7,527 45.22 Exercised (1,129) 39.97 Forfeited or cancelled (3,546) 83.46 Outstanding at December 31, 2022 28,598 44.90 7.08 15 Vested and exercisable at December 31, 2022 16,813 44.67 5.98 14 |
Fair Value of Options Granted, Estimated at Date of Grant Using Black Scholes Merton Option Pricing Model | The following assumptions were used to determine the fair value of all option awards granted for the periods presented: Year Ended December 31, 2022 2021 2020 Expected volatility 55% – 61% 52% – 58% 45% – 52% Risk-free interest rate 1.94% – 3.95% 0.57% – 1.15% 0.22% – 0.93% Weighted-average expected life 4.50 – 6.00 years 4.50 – 5.75 years 4.50 – 5.50 years Weighted-average fair value of options granted $23.25 $54.55 $22.50 |
Summary of Restricted Stock Units Activity | The following table summarizes activity for all restricted stock units for the year ended December 31, 2022: Restricted Weighted- Unvested outstanding at January 1, 2022 6,074 $ 66.51 Granted 12,066 41.72 Vested (4,722) 52.39 Forfeited (2,488) 59.48 Unvested outstanding at December 31, 2022 10,930 46.85 |
Effects of Share Based Compensation in Consolidated Statements of Operations | The following table presents the effects of share-based compensation expense in our consolidated statements of operations during the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 16 $ 9 $ 6 Sales and marketing 63 42 28 Technology and development 165 103 67 General and administrative 189 122 69 Impairment and restructuring costs 2 1 — Share-based compensation - continuing operations 435 277 170 Share-based compensation - discontinued operations 16 40 27 Total share-based compensation $ 451 $ 317 $ 197 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 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 December 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 loss and net income (loss) from continuing operations per share calculations (in thousands): Year Ended December 31, 2022 2021 2020 Denominator for basic calculation 242,163 249,937 223,848 Effect of dilutive securities: Option awards — 9,304 5,062 Unvested restricted stock units — 2,585 2,187 Convertible senior notes maturing 2020 — — 338 Denominator for dilutive calculation 242,163 261,826 231,435 For the periods presented, the following Class A common stock and Class C capital stock equivalents were excluded from the calculations of diluted net loss per share and diluted net income (loss) from continuing operations per share because their effect would have been antidilutive (in thousands): Year Ended December 31, 2022 2021 2020 Weighted-average Class A common stock and Class C capital stock option awards outstanding 15,759 2,455 12,338 Weighted-average Class A common stock and Class C capital stock restricted stock units outstanding 9,015 1,173 4,192 Class C capital stock issuable upon conversion of the convertible notes maturing in 2021, 2023, 2024, 2025 and 2026 33,855 36,540 24,182 Total Class A common stock and Class C capital stock equivalents 58,629 40,168 40,712 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitments for Content Related to Mobile Applications and Websites | The amounts due for non-cancelable purchase commitments as of December 31, 2022 are as follows (in millions): Purchase Obligations 2023 $ 79 2024 21 2025 9 2026 2 Total future purchase commitments $ 111 |
Segment Information and Reven_2
Segment Information and Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Revenue Categories | Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 IMT Mortgages Homes IMT Mortgages Homes IMT Mortgages Homes Revenue: Premier Agent $ 1,291 $ — $ — $ 1,396 $ — $ — $ 1,047 $ — $ — Rentals 274 — — 264 — — 222 — — Other 274 — — 226 — — 181 — — Mortgages — 119 — — 246 — — 174 — Total revenue 1,839 119 — 1,886 246 — 1,450 174 — Cost of revenue (1) 275 68 24 203 84 36 193 39 23 Gross profit (loss) 1,564 51 (24) 1,683 162 (36) 1,257 135 (23) Operating expenses (1): Sales and marketing 572 79 13 552 109 54 441 60 34 Technology and development 438 50 10 318 32 71 260 23 41 General and administrative 375 85 38 258 72 84 225 44 55 Impairment and restructuring costs 12 4 8 — 1 9 74 3 — Acquisition-related costs — — — 9 — — — — — Integration costs — — — 1 — — — — — Total operating expenses 1,397 218 69 1,138 214 218 1,000 130 130 Income (loss) from continuing operations 167 (167) (93) 545 (52) (254) 257 5 (153) Segment other income (expense), net (7) 3 — — 5 — 5 2 — Segment interest expense — (3) — — (5) — — (2) — Income (loss) from continuing operations before income taxes (2) $ 160 $ (167) $ (93) $ 545 $ (52) $ (254) $ 262 $ 5 $ (153) (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): Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 IMT Mortgages Homes IMT Mortgages Homes IMT Mortgages Homes Depreciation and amortization expense $ 137 $ 11 $ 2 $ 99 $ 8 $ 13 $ 90 $ 7 $ 8 Share-based compensation expense $ 356 $ 60 $ 17 $ 201 $ 34 $ 41 $ 135 $ 15 $ 20 |
Reconciliation of Segment Gross Profit and Loss | (2) The following table presents the reconciliation of total segment income (loss) from continuing operations before income taxes to consolidated income (loss) from continuing operations before income taxes for the periods presented (in millions): Year Ended December 31, 2022 2021 2020 Total segment income (loss) from continuing operations before income taxes $ (100) $ 239 $ 114 Corporate interest expense (32) (123) (136) Corporate other income, net 47 2 18 Gain (loss) on extinguishment of debt — (17) 1 Consolidated income (loss) from continuing operations before income taxes $ (85) $ 101 $ (3) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Significant Accounting Policies [Line Items] | ||||
Amortization period for capitalized contract costs | 3 years | |||
Real estate transaction close period | 2 years | |||
Advertising costs | $ 144 | $ 206 | $ 112 | |
Technology and development | 498 | 421 | 324 | |
Additional paid-in capital | (6,109) | (7,001) | ||
Shareholders equity | (4,482) | (5,341) | (4,742) | $ (3,435) |
Additional Paid-In Capital | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Shareholders equity | (6,109) | (7,001) | (5,881) | (4,412) |
Accumulated Deficit | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Shareholders equity | 1,612 | 1,667 | 1,139 | $ 977 |
Cumulative-effect adjustment from adoption of guidance on accounting for convertible instruments and contracts in an entity’s own equity | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Shareholders equity | 336 | |||
Long-term debt | 336 | |||
Cumulative-effect adjustment from adoption of guidance on accounting for convertible instruments and contracts in an entity’s own equity | Additional Paid-In Capital | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Shareholders equity | 492 | |||
Cumulative-effect adjustment from adoption of guidance on accounting for convertible instruments and contracts in an entity’s own equity | Accumulated Deficit | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Shareholders equity | (156) | |||
Technology and development | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Technology and development | $ 495 | $ 358 | $ 283 | |
Minimum | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Lessee, operating lease, remaining lease term | 1 year | |||
Option to extend lease | 5 years | |||
Useful life of capitalized purchased content asset | 3 years | |||
Maximum | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Lessee, operating lease, remaining lease term | 10 years | |||
Option to extend lease | 10 years | |||
Useful life of capitalized purchased content asset | 7 years | |||
Computer equipment | Minimum | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Expected useful lives | 2 years | |||
Computer equipment | Maximum | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Expected useful lives | 3 years | |||
Office Equipment, Furniture, Fixtures | Minimum | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Expected useful lives | 5 years | |||
Office Equipment, Furniture, Fixtures | Maximum | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Expected useful lives | 7 years | |||
Software Development | Minimum | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Expected useful lives | 1 year | |||
Software Development | Maximum | ||||
Schedule of Significant Accounting Policies [Line Items] | ||||
Expected useful lives | 5 years |
Discontinued Operations - Major
Discontinued Operations - Major Classes of Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Total current assets of discontinued operations | $ 0 | $ 4,526 |
Current liabilities: | ||
Total current liabilities of discontinued operations | $ 0 | 3,533 |
Discontinued Operations, Disposed Of By Means Other Than Sale, Wind Down | Zillow Offers Operations | ||
Current assets: | ||
Cash and cash equivalents | 296 | |
Accounts receivable, net | 78 | |
Inventory | 3,913 | |
Prepaid expenses and other current assets | 13 | |
Restricted cash | 226 | |
Total current assets of discontinued operations | 4,526 | |
Intangible assets, net | 4 | |
Other assets | 78 | |
Total assets of discontinued operations | 4,608 | |
Current liabilities: | ||
Accounts payable | 6 | |
Accrued expenses and other current liabilities | 72 | |
Accrued compensation and benefits | 47 | |
Borrowings under credit facilities | 2,199 | |
Securitization term loans | 1,209 | |
Total current liabilities of discontinued operations | $ 3,533 |
Discontinued Operations - Maj_2
Discontinued Operations - Major Line Items Included in Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | |||
Net loss from discontinued operations | $ (13) | $ (630) | $ (167) |
Discontinued Operations, Disposed Of By Means Other Than Sale, Wind Down | Zillow Offers Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | 4,249 | 6,015 | 1,716 |
Cost of revenue | 4,023 | 6,071 | 1,611 |
Gross profit (loss) | 226 | (56) | 105 |
Operating expenses: | |||
Sales and marketing | 153 | 361 | 156 |
Technology and development | 6 | 53 | 66 |
General and administrative | 10 | 35 | 33 |
Impairment and restructuring costs | 25 | 62 | 0 |
Total operating expenses | 194 | 511 | 255 |
Income (loss) from discontinued operations | 32 | (567) | (150) |
Loss on extinguishment of debt | (21) | 0 | 0 |
Other income, net | 13 | 3 | 0 |
Interest expense | (36) | (64) | (17) |
Loss from discontinued operations before income taxes | (12) | (628) | (167) |
Income tax benefit (expense) | (1) | (2) | 0 |
Net loss from discontinued operations | $ (13) | $ (630) | $ (167) |
Net loss from discontinued operations per share: | |||
Basic (usd per share) | $ (0.05) | $ (2.52) | $ (0.75) |
Diluted (usd per share) | $ (0.05) | $ (2.41) | $ (0.72) |
Discontinued Operations - Non-C
Discontinued Operations - Non-Cash Items and Capital Expenditures (Details) - Discontinued Operations, Disposed Of By Means Other Than Sale, Wind Down - Zillow Offers Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Amortization of debt discount and debt issuance costs | $ 21 | $ 11 | $ 0 |
Loss on debt extinguishment | 21 | 0 | 0 |
Share-based compensation | 16 | 40 | 27 |
Inventory valuation adjustment | 9 | 408 | 0 |
Depreciation and amortization | 7 | 10 | 6 |
Capital expenditures | 1 | 6 | 8 |
Issuance (settlement) of beneficial interests in securitizations | $ (79) | $ 63 | $ 0 |
Discontinued Operations - Restr
Discontinued Operations - Restructuring (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee termination costs | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cumulative Amount Recognized | $ 10 | |
Zillow Offers Operations | Employee termination costs | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cumulative Amount Recognized | $ 33 | |
Zillow Offers Operations | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 85 | 482 |
Cumulative Amount Recognized | 567 | |
Zillow Offers Operations | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Inventory write-down | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 9 | 408 |
Zillow Offers Operations | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Employee termination costs | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 20 | 52 |
Cumulative Amount Recognized | 72 | |
Zillow Offers Operations | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Financing-related charges | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 37 | 6 |
Cumulative Amount Recognized | 43 | |
Zillow Offers Operations | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Contract termination costs | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 4 | 10 |
Cumulative Amount Recognized | 14 | |
Zillow Offers Operations | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Accelerated depreciation and amortization | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 14 | 5 |
Cumulative Amount Recognized | 19 | |
Zillow Offers Operations | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Asset write-offs | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 0 | 1 |
Cumulative Amount Recognized | 1 | |
Zillow Offers Operations | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Other charges | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 1 | 0 |
Cumulative Amount Recognized | 1 | |
Zillow Offers Operations | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Total other charges | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 76 | $ 74 |
Cumulative Amount Recognized | $ 150 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | $ 85 | $ 482 |
Cumulative amount recognized | 567 | |
Employee termination costs | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cumulative amount recognized | 10 | |
Employee termination costs | Zillow Offers Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cumulative amount recognized | 33 | |
Employee termination costs | Disposal Group, Disposed of By Means Other Than Sale, Wind-Down | Zillow Offers Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 20 | $ 52 |
Cumulative amount recognized | 72 | |
Employee termination costs | IMT Segment | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 12 | |
Employee termination costs | Homes | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | 4 | |
Employee termination costs | Mortgages | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring charges | $ 8 |
Fair Value Measurements - Range
Fair Value Measurements - Range and Weighted Average Pull-Through Rates (Details) - IRLCs - other assets - Not Designated as Hedging Instrument | Dec. 31, 2022 | Dec. 31, 2021 |
Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, measurement input | 0.47 | 0.42 |
Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, measurement input | 1 | 1 |
Weighted average | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, measurement input | 0.87 | 0.85 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
IRLCs - other assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, notional amount | $ 62 | $ 305 |
Forward contracts - other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative, notional amount | $ 90 | $ 388 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Cash Equivalents and Investments (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 1,896 | |
Mortgage loans held for sale | 41 | |
Total | 3,276 | $ 2,758 |
Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans held for sale | 107 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans held for sale | 0 | |
Total | 1,338 | 2,132 |
Level 1 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans held for sale | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans held for sale | 41 | |
Total | 1,938 | 621 |
Level 2 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans held for sale | 107 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans held for sale | 0 | |
Total | 0 | 5 |
Level 3 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage loans held for sale | 0 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,338 | 2,132 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,338 | 2,132 |
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 treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 1,716 | 471 |
U.S. government treasury securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
U.S. government treasury securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 1,716 | 471 |
U.S. government treasury securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 161 | 33 |
Corporate bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Corporate bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 161 | 33 |
Corporate bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 10 | 10 |
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 | 10 |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
U.S. government agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 9 | 0 |
U.S. government agency securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
U.S. government agency securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 9 | |
U.S. government agency securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
IRLCs - other assets | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 5 | |
IRLCs - other assets | Level 1 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
IRLCs - other assets | Level 2 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
IRLCs - other assets | Level 3 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 5 | |
Forward contracts - other current assets | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 1 | |
Forward contracts - other current assets | Level 1 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 0 | |
Forward contracts - other current assets | Level 2 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 1 | |
Forward contracts - other current assets | Level 3 | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in IRLC's (Details) - IRLCs - other assets - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of the period | $ 5 | $ 12 |
Issuances | 15 | 70 |
Transfers | (17) | (78) |
Fair value changes recognized in earnings | (3) | 1 |
Balance, end of period | $ 0 | $ 5 |
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 Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | $ 1,466 | $ 2,315 |
Short-term investments: | ||
Amortized Cost | 1,912 | |
Estimated Fair Market Value | 1,896 | |
Restricted cash | 2 | 1 |
Amortized Cost | 3,380 | 2,832 |
Estimated Fair Market Value | 3,364 | 2,830 |
U.S. government treasury securities | ||
Short-term investments: | ||
Amortized Cost | 1,731 | 473 |
Estimated Fair Market Value | 1,716 | 471 |
Corporate bonds | ||
Short-term investments: | ||
Amortized Cost | 162 | 33 |
Estimated Fair Market Value | 161 | 33 |
Debt securities, available-for-sale, accumulated gross unrealized loss, before tax | 1 | |
Commercial paper | ||
Short-term investments: | ||
Amortized Cost | 10 | 10 |
Estimated Fair Market Value | 10 | 10 |
U.S. government agency securities | ||
Short-term investments: | ||
Amortized Cost | 9 | 0 |
Estimated Fair Market Value | 9 | 0 |
Debt securities, available-for-sale, accumulated gross unrealized loss, before tax | 15 | 2 |
Cash | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | 128 | 183 |
Money market funds | ||
Cash and Cash Equivalents, at Carrying Value [Abstract] | ||
Cash and cash equivalents | $ 1,338 | $ 2,132 |
Cash and Cash Equivalents, In_4
Cash and Cash Equivalents, Investments and Restricted Cash - Available-for-sale Investments By Contractual Maturity Date (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Amortized Cost | |
Due in one year or less | $ 1,159 |
Due after one year | 753 |
Amortized Cost | 1,912 |
Estimated Fair Market Value | |
Due in one year or less | 1,150 |
Due after one year | 746 |
Total | $ 1,896 |
Contract Balances (Details)
Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Contract with customer, asset, after allowance for credit loss | $ 71 | $ 78 |
Revenue recognized, recorded in deferred revenue as of prior period | $ 51 | $ 48 |
Contract Cost Assets (Details)
Contract Cost Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Contract cost assets | $ 23 | $ 35 | |
Amortization of contract cost assets | $ 30 | $ 42 | $ 37 |
Property and Equipment, net - D
Property and Equipment, net - Detail of Property and Equipment (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 430 | $ 334 |
Less: accumulated amortization and depreciation | (159) | (119) |
Property and equipment, net | 271 | 215 |
Website development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 291 | 175 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 90 | 107 |
Office equipment, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 24 | 26 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 18 | 19 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 7 | $ 7 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Amortization and depreciation expense related to property and equipment other than website development costs | $ 25 | $ 26 | $ 31 |
Capitalization of website development costs | 143 | 82 | 53 |
Technology and development | |||
Property, Plant and Equipment [Line Items] | |||
Amortization of website development costs and intangible assets included in technology and development | 58 | 56 | 49 |
Technology and development | Software Development | |||
Property, Plant and Equipment [Line Items] | |||
Amortization of website development costs and intangible assets included in technology and development | $ 67 | $ 36 | $ 25 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Detail) $ in Millions | Sep. 30, 2021 USD ($) |
ShowingTime.com, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Business acquisition, purchase price | $ 512 |
Acquisition - Preliminary Purch
Acquisition - Preliminary Purchase Price (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Schedule of Equity Method Investments [Line Items] | |||
Goodwill | $ 2,374 | $ 2,374 | |
ShowingTime.com, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Cash and cash equivalents | $ 15 | ||
Identifiable intangible assets | 111 | ||
Goodwill | 389 | ||
Other acquired assets | 6 | ||
Deferred tax liability | (4) | ||
Other assumed liabilities | (5) | ||
Total purchase price | $ 512 |
Acquisition - Preliminary Estim
Acquisition - Preliminary Estimated Fair Value and Useful Lives (Details) - ShowingTime.com, Inc. $ in Millions | Sep. 30, 2021 USD ($) |
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |
Estimated Fair Value | $ 111 |
Customer relationships | |
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |
Estimated Fair Value | $ 55 |
Estimated Weighted-Average Useful Life (in years) | 8 years |
Developed technology | |
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |
Estimated Fair Value | $ 47 |
Estimated Weighted-Average Useful Life (in years) | 4 years |
Trade names and trademarks | |
Finite-Lived Intangible Assets Acquired as Part of Business Combination [Line Items] | |
Estimated Fair Value | $ 9 |
Estimated Weighted-Average Useful Life (in years) | 10 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Goodwill Allocated to Reportable Segments (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill [Line Items] | ||
Goodwill | $ 2,374 | $ 2,374 |
IMT | ||
Goodwill [Line Items] | ||
Goodwill | 2,175 | |
Mortgages | ||
Goodwill [Line Items] | ||
Goodwill | $ 199 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Intangible Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 215 | $ 376 |
Accumulated Amortization | (61) | (200) |
Net | 154 | 176 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 59 | 139 |
Accumulated Amortization | (10) | (84) |
Net | 49 | 55 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 54 | 53 |
Accumulated Amortization | (15) | (18) |
Net | 39 | 35 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 49 | 133 |
Accumulated Amortization | (15) | (86) |
Net | 34 | 47 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 45 | 45 |
Accumulated Amortization | (15) | (9) |
Net | 30 | 36 |
Intangibles-in-progress | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2 | |
Accumulated Amortization | 0 | |
Net | 2 | |
Purchased content | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 8 | 4 |
Accumulated Amortization | (6) | (3) |
Net | $ 2 | $ 1 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment and restructuring costs | $ 0 | $ 57,000,000 | $ 77,000,000 |
Trulia | IMT | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment and restructuring costs | 69,000,000 | ||
Trulia | Mortgages | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment and restructuring costs | 3,000,000 | ||
Trade names and trademarks | Trulia | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment and restructuring costs | 0 | 0 | 72,000,000 |
Technology and development | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortization of website development costs and intangible assets included in technology and development | $ 58,000,000 | $ 56,000,000 | $ 49,000,000 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, net - Estimated Future Amortization Expense for Intangible Assets (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 45 |
2024 | 41 |
2025 | 30 |
2026 | 16 |
2027 | 14 |
Thereafter | 24 |
Total future amortization expense | $ 170 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued expenses and other current liabilities | $ 90 | $ 89 |
Accrued estimated legal liabilities and legal fees | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued expenses and other current liabilities | 21 | 7 |
Accrued marketing and advertising | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued expenses and other current liabilities | 9 | 27 |
Other accrued expenses and other current liabilities | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued expenses and other current liabilities | $ 60 | $ 55 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 36 | $ 38 | $ 40 |
Variable lease cost | 18 | 13 | 10 |
Total lease cost | $ 54 | $ 51 | $ 50 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Sublease Income | $ 10 | $ 7 |
Sublease income to be received | 34 | |
Sublease income to be received, year one | 34 | |
Sublease income to be received, year two | 34 | |
Sublease income to be received, year three | 34 | |
Sublease income to be received, year four | 34 | |
Sublease income to be received, year five and thereafter | $ 34 |
Leases - Other Information Obta
Leases - Other Information Obtained (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) Segment | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Cash paid for amounts included in the measurement of operating lease liabilities, net of lease incentives of $9, $— and $19 for the years ended December 31, 2022, 2021 and 2020, respectively | $ 34 | $ 43 | $ 18 |
Lease incentive | 9 | 0 | 19 |
Right of use assets obtained in exchange for new operating lease obligations | $ 19 | $ (36) | $ 0 |
Weighted average remaining lease term for operating leases | 7 years | 7 years | 8 years |
Weighted average discount rate for operating leases | 8.20% | 7.20% | 6.50% |
Decrease in operating lease liabilities | $ 21 | $ 29 | $ 2 |
Office Building | |||
Lessee, Lease, Description [Line Items] | |||
Decrease in operating lease liabilities | 44 | ||
Decrease in right of use asset | $ 42 | ||
Number of renewal options | Segment | 2 | ||
Lessor, operating lease, renewal term | 5 years |
Leases - Schedule of Maturities
Leases - Schedule of Maturities for Operating Lease Liabilities (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 42 |
2024 | 37 |
2025 | 23 |
2026 | 24 |
2027 | 23 |
Thereafter | 80 |
Total lease payments | 229 |
Less: Imputed interest | (59) |
Present value of lease liabilities | $ 170 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Value of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | May 19, 2020 | May 15, 2020 | Oct. 09, 2019 |
Debt Instrument [Line Items] | |||||
Total debt | $ 1,697 | $ 1,432 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Total convertible senior notes | 1,660 | 1,319 | |||
Convertible Debt | 1.375% convertible senior notes due 2026 | |||||
Debt Instrument [Line Items] | |||||
Total convertible senior notes | $ 495 | 369 | |||
Stated Interest Rate | 1.375% | ||||
Convertible Debt | 2.75% convertible senior notes due 2025 | |||||
Debt Instrument [Line Items] | |||||
Total convertible senior notes | $ 560 | 443 | |||
Stated Interest Rate | 2.75% | 2.75% | 2.75% | ||
Convertible Debt | 0.75% convertible senior notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Total convertible senior notes | $ 605 | 507 | |||
Stated Interest Rate | 0.75% | 0.75% | |||
Mortgages | |||||
Debt Instrument [Line Items] | |||||
Warehouse lines of credit | $ 37 | 113 | |||
Credit Suisse AG, Cayman Islands | Mortgages | |||||
Debt Instrument [Line Items] | |||||
Repurchase agreements | 23 | 77 | |||
Citibank, N.A. | Mortgages | |||||
Debt Instrument [Line Items] | |||||
Repurchase agreements | 3 | 17 | |||
Comerica Bank | Line of Credit | Mortgages | |||||
Debt Instrument [Line Items] | |||||
Warehouse lines of credit | $ 11 | $ 19 |
Debt - Mortgages Segment, Sched
Debt - Mortgages Segment, Schedule of Warehouse Lines of Credit (Details) - Mortgages - Line of Credit - USD ($) | Dec. 31, 2022 | Jun. 25, 2022 | Jun. 24, 2022 | Mar. 18, 2022 |
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | $ 250,000,000 | |||
Credit Suisse AG, Cayman Islands | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | $ 100,000,000 | $ 100,000,000 | ||
Weighted Average Interest Rate | 6.16% | |||
Citibank, N.A. | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | $ 100,000,000 | |||
Weighted Average Interest Rate | 6.18% | |||
Comerica Bank | ||||
Debt Instrument [Line Items] | ||||
Maximum Borrowing Capacity | $ 50,000,000 | $ 50,000,000 | $ 60,000,000 | |
Weighted Average Interest Rate | 6.22% |
Debt - Mortgages Segment, Maste
Debt - Mortgages Segment, Master Repurchase Agreements Narrative (Detail) - Mortgages - USD ($) | Dec. 31, 2022 | Mar. 18, 2022 | Dec. 31, 2021 |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 250,000,000 | ||
Credit Suisse AG, Cayman Islands | |||
Debt Instrument [Line Items] | |||
Short-term debt | 23,000,000 | $ 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 | $ 28,000,000 | $ 87,000,000 |
Debt - Mortgages Segment, Wareh
Debt - Mortgages Segment, Warehouse Line of Credit Narrative (Details) - Line of Credit - Mortgages - USD ($) | Dec. 31, 2022 | Jun. 25, 2022 | Jun. 24, 2022 |
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 250,000,000 | ||
Comerica Bank | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 50,000,000 | $ 50,000,000 | $ 60,000,000 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Senior Notes (Details) - USD ($) | 12 Months Ended | ||||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 19, 2020 | May 15, 2020 | Oct. 09, 2019 | Sep. 09, 2019 | Jul. 03, 2018 | Dec. 12, 2016 | |
Debt Instrument [Line Items] | |||||||||
Interest Expense | $ 35,000,000 | $ 128,000,000 | $ 138,000,000 | ||||||
Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | 1,672,000,000 | ||||||||
Unamortized Debt Issuance Costs | 12,000,000 | 353,000,000 | |||||||
Fair Value | 1,664,000,000 | 2,451,000,000 | |||||||
Contractual Coupon Interest | 27,000,000 | 30,000,000 | 34,000,000 | ||||||
Amortization of Debt Discount | 89,000,000 | 97,000,000 | |||||||
Amortization of Debt Issuance Costs | 5,000,000 | 4,000,000 | 5,000,000 | ||||||
Interest Expense | 32,000,000 | 123,000,000 | 136,000,000 | ||||||
Convertible Debt | 1.375% convertible senior notes due 2026 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | $ 499,000,000 | $ 500,000,000 | |||||||
Stated Interest Rate | 1.375% | ||||||||
Effective Interest Rate | 1.57% | ||||||||
Unamortized Debt Issuance Costs | $ 4,000,000 | 130,000,000 | |||||||
Fair Value | 504,000,000 | 781,000,000 | |||||||
Contractual Coupon Interest | 7,000,000 | 7,000,000 | 7,000,000 | ||||||
Amortization of Debt Discount | 22,000,000 | 20,000,000 | |||||||
Amortization of Debt Issuance Costs | 0 | 1,000,000 | 0 | ||||||
Interest Expense | 7,000,000 | 30,000,000 | 27,000,000 | ||||||
Convertible Debt | 2.75% convertible senior notes due 2025 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | $ 565,000,000 | $ 65,000,000 | $ 500,000,000 | ||||||
Stated Interest Rate | 2.75% | 2.75% | 2.75% | ||||||
Effective Interest Rate | 3.20% | ||||||||
Unamortized Debt Issuance Costs | $ 5,000,000 | 122,000,000 | |||||||
Fair Value | 531,000,000 | 725,000,000 | |||||||
Contractual Coupon Interest | 16,000,000 | 16,000,000 | 10,000,000 | ||||||
Amortization of Debt Discount | 27,000,000 | 15,000,000 | |||||||
Amortization of Debt Issuance Costs | 3,000,000 | 1,000,000 | 1,000,000 | ||||||
Interest Expense | 19,000,000 | 44,000,000 | 26,000,000 | ||||||
Convertible Debt | 0.75% convertible senior notes due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | $ 608,000,000 | $ 73,000,000 | $ 600,000,000 | ||||||
Stated Interest Rate | 0.75% | 0.75% | |||||||
Effective Interest Rate | 1.02% | ||||||||
Unamortized Debt Issuance Costs | $ 3,000,000 | 101,000,000 | |||||||
Fair Value | 629,000,000 | 945,000,000 | |||||||
Contractual Coupon Interest | 4,000,000 | 4,000,000 | 5,000,000 | ||||||
Amortization of Debt Discount | 32,000,000 | 33,000,000 | |||||||
Amortization of Debt Issuance Costs | 2,000,000 | 1,000,000 | 1,000,000 | ||||||
Interest Expense | 6,000,000 | 37,000,000 | 39,000,000 | ||||||
Convertible Debt | 1.50% convertible senior notes due 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | $ 374,000,000 | ||||||||
Contractual Coupon Interest | 0 | 3,000,000 | 6,000,000 | ||||||
Amortization of Debt Discount | 8,000,000 | 15,000,000 | |||||||
Amortization of Debt Issuance Costs | 0 | 1,000,000 | 1,000,000 | ||||||
Interest Expense | 0 | 12,000,000 | 22,000,000 | ||||||
Convertible Debt | Convertible Senior Notes due 2021, 2.0% | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate Principal Amount | $ 460,000,000 | ||||||||
Stated Interest Rate | 2% | ||||||||
Contractual Coupon Interest | 0 | 0 | 6,000,000 | ||||||
Amortization of Debt Discount | 0 | 14,000,000 | |||||||
Amortization of Debt Issuance Costs | 0 | 0 | 2,000,000 | ||||||
Interest Expense | $ 0 | $ 0 | $ 22,000,000 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes due in 2025 Narrative (Details) - USD ($) | 12 Months Ended | ||||
May 19, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 15, 2020 | |
Debt Instrument [Line Items] | |||||
Net proceeds from issuance | $ 0 | $ 0 | $ 553,000,000 | ||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 1,672,000,000 | ||||
2.75% convertible senior notes due 2025 | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 65,000,000 | $ 565,000,000 | $ 500,000,000 | ||
Debt instrument, interest rate stated percentage | 2.75% | 2.75% | 2.75% | ||
Net proceeds from issuance | $ 553,000,000 |
Debt - Convertible Senior Not_2
Debt - Convertible Senior Notes due in 2024 and 2026 Narrative (Details) - USD ($) | 12 Months Ended | ||||
Oct. 09, 2019 | Sep. 09, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Net proceeds from issuance | $ 0 | $ 0 | $ 553,000,000 | ||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 1,672,000,000 | ||||
0.75% convertible senior notes due 2024 | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 73,000,000 | $ 600,000,000 | $ 608,000,000 | ||
Net proceeds from issuance | 72,000,000 | 592,000,000 | |||
Payments for Derivative Instrument, Financing Activities | $ 9,000,000 | 75,000,000 | |||
Debt instrument, interest rate stated percentage | 0.75% | 0.75% | |||
1.375% convertible senior notes due 2026 | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 500,000,000 | $ 499,000,000 | |||
Net proceeds from issuance | 494,000,000 | ||||
Payments for Derivative Instrument, Financing Activities | $ 75,000,000 | ||||
Debt instrument, interest rate stated percentage | 1.375% |
Debt - Convertible Senior Not_3
Debt - Convertible Senior Notes due in 2023 Narrative (Details) - USD ($) | 12 Months Ended | |||
Jul. 03, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Net proceeds from issuance | $ 0 | $ 0 | $ 553,000,000 | |
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 1,672,000,000 | |||
1.50% convertible senior notes due 2023 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 374,000,000 | |||
Net proceeds from issuance | 364,000,000 | |||
Net proceeds used to purchase capped call confirmations | 29,000,000 | |||
1.50% convertible senior notes due 2023, over-allotment option | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 49,000,000 |
Debt - Convertible Senior Not_4
Debt - Convertible Senior Notes due in 2021 Narrative (Details) | 12 Months Ended | |||||||||
Dec. 01, 2021 USD ($) shares | May 19, 2020 USD ($) | Oct. 09, 2019 USD ($) | Sep. 09, 2019 USD ($) | Dec. 12, 2016 USD ($) | Dec. 31, 2022 USD ($) day | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) shares | May 15, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Net proceeds from issuance | $ 0 | $ 0 | $ 553,000,000 | |||||||
Shareholders equity | 4,482,000,000 | 5,341,000,000 | 4,742,000,000 | $ 3,435,000,000 | ||||||
Capped call confirmations, portion unwound, value received | $ 43,000,000 | 15,000,000 | ||||||||
Accumulated Deficit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Shareholders equity | (1,612,000,000) | (1,667,000,000) | $ (1,139,000,000) | $ (977,000,000) | ||||||
Cumulative-effect adjustment from adoption of guidance on accounting for convertible instruments and contracts in an entity’s own equity | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Shareholders equity | (336,000,000) | |||||||||
Cumulative-effect adjustment from adoption of guidance on accounting for convertible instruments and contracts in an entity’s own equity | Accumulated Deficit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Shareholders equity | $ 156,000,000 | |||||||||
Class C capital stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capped call confirmations, portion unwound, shares received (in shares) | shares | 700,000 | 300,000 | ||||||||
Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 1,672,000,000 | |||||||||
Convertible Senior Notes due 2021, 2.0% | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 460,000,000 | |||||||||
Debt instrument, interest rate stated percentage | 2% | |||||||||
Net proceeds from issuance | $ 448,000,000 | |||||||||
Net proceeds used to purchase capped call confirmations | 37,000,000 | |||||||||
2.0% convertible senior notes due 2021, over-allotment option | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 60,000,000 | |||||||||
Convertible Senior Notes Due 2024, 2025, 2026 | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repurchase price percentage of principal amount | 100% | |||||||||
Debt instrument, convertible threshold percentage | 130% | |||||||||
Debt instrument, convertible threshold trading days | day | 20 | |||||||||
Debt instrument, threshold consecutive trading days | day | 30 | |||||||||
1.375% convertible senior notes due 2026 | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 500,000,000 | $ 499,000,000 | ||||||||
Debt instrument, interest rate stated percentage | 1.375% | |||||||||
Net proceeds from issuance | 494,000,000 | |||||||||
Net proceeds used to purchase capped call confirmations | 75,000,000 | |||||||||
2.75% convertible senior notes due 2025 | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 65,000,000 | $ 565,000,000 | $ 500,000,000 | |||||||
Debt instrument, interest rate stated percentage | 2.75% | 2.75% | 2.75% | |||||||
Net proceeds from issuance | $ 553,000,000 | |||||||||
0.75% convertible senior notes due 2024 | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 73,000,000 | 600,000,000 | $ 608,000,000 | |||||||
Debt instrument, interest rate stated percentage | 0.75% | 0.75% | ||||||||
Net proceeds from issuance | $ 72,000,000 | 592,000,000 | ||||||||
Net proceeds used to purchase capped call confirmations | $ 9,000,000 | $ 75,000,000 |
Debt - Summary of Conversion an
Debt - Summary of Conversion and Redemption (Details) - Convertible Debt | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
1.375% convertible senior notes due 2026 | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0229830 |
Conversion price per share (usd per share) | $ 43.51 |
2.75% convertible senior notes due 2025 | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0148810 |
Conversion price per share (usd per share) | $ 67.20 |
0.75% convertible senior notes due 2024 | |
Debt Instrument [Line Items] | |
Conversion Rate | 0.0229830 |
Conversion price per share (usd per share) | $ 43.51 |
Debt - Summary of Convertible D
Debt - Summary of Convertible Debt (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 1,158 | $ 1 | $ 195 |
(Gain) loss on extinguishment of debt: | |||
Gain (loss) on extinguishment of debt | $ 0 | 17 | (1) |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount settled | 440 | ||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 1 | ||
Shares of Class C capital stock issued | 6,265,000,000 | ||
Total fair value of consideration transferred | $ 776 | ||
(Gain) loss on extinguishment of debt: | |||
Consideration allocated to liability component | 403 | ||
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 386 | ||
Gain (loss) on extinguishment of debt | 17 | ||
Consideration allocated to the equity component | 373 | ||
1.50% convertible senior notes due 2023 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount settled | 374 | ||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 1 | ||
Shares of Class C capital stock issued | 4,752,000,000 | ||
Total fair value of consideration transferred | $ 572 | ||
(Gain) loss on extinguishment of debt: | |||
Consideration allocated to liability component | 349 | ||
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 334 | ||
Gain (loss) on extinguishment of debt | 15 | ||
Consideration allocated to the equity component | 223 | ||
0.75% convertible senior notes due 2024 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount settled | 65 | ||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 0 | ||
Shares of Class C capital stock issued | 1,485,000,000 | ||
Total fair value of consideration transferred | $ 200 | ||
(Gain) loss on extinguishment of debt: | |||
Consideration allocated to liability component | 53 | ||
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 51 | ||
Gain (loss) on extinguishment of debt | 2 | ||
Consideration allocated to the equity component | 147 | ||
1.375% convertible senior notes due 2026 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount settled | 1 | ||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 0 | ||
Shares of Class C capital stock issued | 28,000,000 | ||
Total fair value of consideration transferred | $ 4 | ||
(Gain) loss on extinguishment of debt: | |||
Consideration allocated to liability component | 1 | ||
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 1 | ||
Gain (loss) on extinguishment of debt | 0 | ||
Consideration allocated to the equity component | $ 3 | ||
Convertible Senior Notes due 2021, 2.0% | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount settled | 460 | ||
Payment for Debt Extinguishment or Debt Prepayment Cost | $ 195 | ||
Shares of Class C capital stock issued | 5,820,000,000 | ||
Total fair value of consideration transferred | $ 783 | ||
(Gain) loss on extinguishment of debt: | |||
Consideration allocated to liability component | 430 | ||
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs | 431 | ||
Gain (loss) on extinguishment of debt | (1) | ||
Consideration allocated to the equity component | $ 353 |
Debt - Capped Call Confirmation
Debt - Capped Call Confirmations (Details) - Convertible Debt | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
1.375% convertible senior notes due 2026 | |
Debt Instrument [Line Items] | |
Initial Cap Price (usd per share) | $ 80.5750 |
Cap Price Premium | 150% |
0.75% convertible senior notes due 2024 | |
Debt Instrument [Line Items] | |
Initial Cap Price (usd per share) | $ 72.5175 |
Cap Price Premium | 125% |
1.50% convertible senior notes due 2023 | |
Debt Instrument [Line Items] | |
Initial Cap Price (usd per share) | $ 105.45 |
Cap Price Premium | 85% |
Debt - Convertible Senior Not_5
Debt - Convertible Senior Notes Repurchase Authorization Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | May 04, 2022 | Dec. 02, 2021 | |
Receivables [Abstract] | |||
Stock repurchase program, authorized amount | $ 1,000,000,000 | $ 750,000,000 | |
Stock repurchase program, remaining authorized repurchase amount | $ 500,000,000 | ||
Repurchase of convertible senior notes | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Income Tax [Line Items] | ||||
Income tax benefit (expense) | $ (3,000,000) | $ 1,000,000 | $ 8,000,000 | |
Income tax reconciliation change in deferred tax assets valuation allowance | 97,000,000 | 274,000,000 | ||
Effective income tax rate reconciliation, state and local income taxes, amount | 2,000,000 | |||
Impairment and restructuring costs | 0 | 57,000,000 | 77,000,000 | |
Unrecognized tax benefits | 90,000,000 | 75,000,000 | 49,000,000 | $ 40,000,000 |
Research And Development | ||||
Schedule Of Income Tax [Line Items] | ||||
Net operating loss carryforwards | 164,000,000 | 133,000,000 | ||
Federal | ||||
Schedule Of Income Tax [Line Items] | ||||
Net operating loss carryforwards | 1,800,000,000 | 2,100,000,000 | ||
State | ||||
Schedule Of Income Tax [Line Items] | ||||
Net operating loss carryforwards | 63,000,000 | 73,000,000 | ||
Trulia | ||||
Schedule Of Income Tax [Line Items] | ||||
Income tax benefit (expense) | 10,000,000 | |||
Trulia | Trade names and trademarks | ||||
Schedule Of Income Tax [Line Items] | ||||
Impairment and restructuring costs | $ 0 | 0 | $ 72,000,000 | |
ShowingTime.com, Inc. | ||||
Schedule Of Income Tax [Line Items] | ||||
Income tax reconciliation change in deferred tax assets valuation allowance | $ (3,000,000) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax (Benefit) Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
State | $ 2 | $ 2 | $ 0 |
Foreign | 1 | 0 | 0 |
Total current income tax expense | 3 | 2 | 0 |
Deferred income tax benefit: | |||
Federal | 0 | (3) | (7) |
State | 0 | 0 | (1) |
Total deferred income tax benefit | 0 | (3) | (8) |
Total income tax expense (benefit) | $ 3 | $ (1) | $ (8) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Rate and Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax expense at federal statutory rate | (21.00%) | (21.00%) | (21.00%) |
State income taxes, net of federal tax benefit | 6.20% | 8.70% | (364.00%) |
Share-based compensation | 13.20% | 84.10% | (2329.40%) |
Non-deductible executive compensation | 14.30% | (7.70%) | 86.90% |
Research and development credits | (25.70%) | 40.80% | (393.00%) |
Other | 8.20% | (4.90%) | (23.20%) |
Valuation allowance | 7.40% | (99.30%) | 2,827.60% |
Effective tax rate | 2.60% | 0.70% | (216.10%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Federal and state net operating loss carryforwards | $ 433 | $ 524 |
Research and development credits | 164 | 133 |
Share-based compensation | 102 | 66 |
Capitalized research and development | 100 | 0 |
Lease liability | 43 | 41 |
Interest expense limitation | 28 | 58 |
Debt discount on convertible notes | 18 | 0 |
Accruals and reserves | 3 | 13 |
Depreciation and amortization | 0 | 1 |
Inventory | 0 | 69 |
Other deferred tax assets | 5 | 1 |
Total deferred tax assets | 896 | 906 |
Deferred tax liabilities: | ||
Right of use assets | (31) | (32) |
Intangible assets | (15) | (22) |
Goodwill | (5) | (5) |
Depreciation and amortization | (3) | 0 |
Debt discount on convertible notes | 0 | (60) |
Website and software development costs | 0 | (43) |
Total deferred tax liabilities | (54) | (162) |
Net deferred tax assets before valuation allowance | 842 | 744 |
Less: valuation allowance | (843) | (746) |
Net deferred tax liabilities | $ (1) | $ (2) |
Income Taxes - Changes in Unrec
Income Taxes - Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning balance | $ 75 | $ 49 | $ 40 |
Gross increases—current period tax positions | 17 | 17 | 9 |
Gross increases—prior period tax positions | 4 | 9 | |
Gross decreases—prior period tax positions | (6) | ||
Unrecognized tax benefits, ending balance | $ 90 | $ 75 | $ 49 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | 12 Months Ended | |||
Feb. 17, 2021 USD ($) | Dec. 31, 2022 USD ($) Vote shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Class of Stock [Line Items] | ||||
Preferred stock, issued (in shares) | 0 | 0 | ||
Preferred stock, outstanding (in shares) | 0 | 0 | ||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 500,000,000 | |||
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Common stock holders voting right | Vote | 1 | |||
Conversion of common stock conversion ratio | 1 | |||
Common stock issued (in shares) | 0 | 0 | 0 | |
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock holders voting right | Vote | 10 | |||
Common stock converted (in shares) | 0 | 0 | 0 | |
Class C Capital Stock | ||||
Class of Stock [Line Items] | ||||
Common stock holders voting right | Vote | 0 | |||
Class C Capital Stock | Equity Distribution Agreement | ||||
Class of Stock [Line Items] | ||||
Sale of stock, maximum consideration on transaction | $ | $ 1,000,000,000 | |||
Shares issued and sold (in shares) | 0 | 3,164,000 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Equity Distribution (Details) - Class C Capital Stock - Equity Distribution Agreement - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Shares issued and sold (in shares) | 0 | 3,164,000 |
Weighted-average issuance price per share (usd per share) | $ 174.05 | |
Gross proceeds | $ 551 | |
Net proceeds from public offering | 545 | |
Payments for commissions | $ 6 |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Stock Repurchase Program (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A common stock | ||
Class of Stock [Line Items] | ||
Shares repurchased (in shares) | 4,052 | |
Weighted average price per share (in USD per share) | $ 44.14 | |
Total purchase price | $ 179 | |
Class C capital stock | ||
Class of Stock [Line Items] | ||
Shares repurchased (in shares) | 18,161 | 4,944,000 |
Weighted average price per share (in USD per share) | $ 42.30 | $ 61.12 |
Total purchase price | $ 768 | $ 302 |
Share-Based Awards - Additional
Share-Based Awards - Additional Information (Detail) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Aug. 03, 2022 USD ($) employee $ / shares shares | Jun. 09, 2020 shares | Aug. 08, 2019 shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | shares | 12,000,000 | |||||
Unrecognized compensation cost expected recognition period | 2 years 6 months | |||||
Zillow Group, Inc. 2020 Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Increase in number of shares of common and capital stock available for issuance, percentage | 5% | |||||
Exercise price per share fixed | 100% | |||||
2019 Equity Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | shares | 10,000,000 | |||||
Exercise price per share fixed | 100% | |||||
Option awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, exercise price (USD per share) | $ / shares | $ 38.78 | |||||
Share-based compensation arrangement by share-based payment award, options, plan modification, grants in period, weighted average grant date fair value (USD per share) | $ / shares | $ 67.58 | |||||
Share-based payment arrangement, plan modification, number of awards impacted | shares | 7,000,000 | |||||
Share-based payment arrangement, plan modification, number of grantees affected | employee | 3,348 | |||||
Share-based payment arrangement, plan modification, expected incremental cost | $ 66 | |||||
Share-based payment arrangement, plan modification, incremental cost | $ 33 | |||||
Unrecognized cost of unvested share-based compensation awards | $ 409 | |||||
Total intrinsic value of shares | 13 | $ 310 | $ 564 | |||
Fair value of options | $ 226 | 173 | 85 | |||
Option awards | Zillow Group, Inc. 2020 Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement by share based payment, award maximum exercisable period | 12 months | |||||
Expiration period | 10 years | |||||
Vesting period | 4 years | |||||
Option awards | 2019 Equity Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation arrangement by share based payment, award maximum exercisable period | 12 months | |||||
Expiration period | 10 years | |||||
Share based compensation arrangement by share based payment, award minimum exercisable period | 3 months | |||||
Vesting percentage | 25% | |||||
Option awards | 2019 Equity Inducement Plan | Vesting, Option One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 12 months | |||||
Option awards | 2019 Equity Inducement Plan | Vesting, Option Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Unvested restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost expected recognition period | 2 years 6 months | |||||
Total fair value of awards vested | $ 247 | $ 152 | $ 125 | |||
Total unrecognized compensation cost | $ 470 | |||||
Unvested restricted stock units | Zillow Group, Inc. 2020 Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Unvested restricted stock units | 2019 Equity Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25% | |||||
Unvested restricted stock units | 2019 Equity Inducement Plan | Vesting, Option One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 12 months | |||||
Unvested restricted stock units | 2019 Equity Inducement Plan | Vesting, Option Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years |
Share-Based Awards - Summary of
Share-Based Awards - Summary of Option Award (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares Subject to Existing Options (in thousands) | ||
Beginning Balance (in shares) | 25,746 | |
Granted (in shares) | 7,527 | |
Exercised (in shares) | (1,129) | |
Forfeited or cancelled (in shares) | (3,546) | |
Ending Balance (in shares) | 28,598 | 25,746 |
Vested and exercisable ending balance (in shares) | 16,813 | |
Weighted- Average Exercise Price Per Share | ||
Beginning Balance (usd per share) | $ 72.86 | |
Granted (usd per share) | 45.22 | |
Exercised (usd per share) | 39.97 | |
Forfeited or cancelled (usd per share) | 83.46 | |
Ending Balance (usd per share) | 44.90 | $ 72.86 |
Vested and exercisable (usd per share) | $ 44.67 | |
Weighted- Average Remaining Contractual Life (Years) | ||
Weighted-Average Remaining Contractual Life, Outstanding | 7 years 29 days | 7 years 5 months 23 days |
Weighted-Average Remaining Contractual Life, Vested and exercisable | 5 years 11 months 23 days | |
Aggregate Intrinsic Value (in millions) | ||
Aggregate Intrinsic Value, Outstanding | $ 15 | $ 354 |
Aggregate Intrinsic Value Vested, and exercisable | $ 14 |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value of options granted (usd per share) | $ 23.25 | $ 54.55 | $ 22.50 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 55% | 52% | 45% |
Risk-free interest rate | 1.94% | 0.57% | 0.22% |
Weighted-average expected life | 4 years 6 months | 4 years 6 months | 4 years 6 months |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 61% | 58% | 52% |
Risk-free interest rate | 3.95% | 1.15% | 0.93% |
Weighted-average expected life | 6 years | 5 years 9 months | 5 years 6 months |
Share-Based Awards - Summary _2
Share-Based Awards - Summary of Restricted Stock Units Activity (Detail) - Unvested restricted stock units shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock Units (in thousands) | |
Beginning balance (in shares) | shares | 6,074 |
Granted (in shares) | shares | 12,066 |
Vested (in shares) | shares | (4,722) |
Forfeited (in shares) | shares | (2,488) |
Ending balance (in shares) | shares | 10,930 |
Weighted- Average Grant- Date Fair Value | |
Unvested outstanding, beginning balance (usd per share) | $ / shares | $ 66.51 |
Granted (usd per share) | $ / shares | 41.72 |
Vested (usd per share) | $ / shares | 52.39 |
Forfeited or cancelled (usd per share) | $ / shares | 59.48 |
Unvested outstanding, ending balance (usd per share) | $ / shares | $ 46.85 |
Share-Based Awards - Effects of
Share-Based Awards - Effects of Share Based Compensation in Consolidated Statements of Operations (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation | $ 451 | $ 317 | $ 197 |
Share-based compensation - continuing operations | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation | 435 | 277 | 170 |
Share-based compensation - discontinued operations | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation | 16 | 40 | 27 |
Cost of revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation | 16 | 9 | 6 |
Sales and marketing | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation | 63 | 42 | 28 |
Technology and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation | 165 | 103 | 67 |
General and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation | 189 | 122 | 69 |
Impairment and restructuring costs | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total share-based compensation | $ 2 | $ 1 | $ 0 |
Net Loss Per Share - Maximum Nu
Net Loss Per Share - Maximum Number of Shares and Conversion Price Per Share (Details) - Convertible Debt shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
1.375% convertible senior notes due 2026 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Conversion Spread (in shares) | shares | 11,464 |
Conversion price per share (usd per share) | $ / shares | $ 43.51 |
2.75% convertible senior notes due 2025 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Conversion Spread (in shares) | shares | 8,408 |
Conversion price per share (usd per share) | $ / shares | $ 67.20 |
0.75% convertible senior notes due 2024 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Conversion Spread (in shares) | shares | 13,983 |
Conversion price per share (usd per share) | $ / shares | $ 43.51 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Denominators Used in Basic and Diluted Per Share Calculations (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Denominator for basic calculation (in shares) | 242,163 | 249,937 | 223,848 |
Denominator for dilutive calculation (in shares) | 242,163 | 261,826 | 231,435 |
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) | 0 | 9,304 | 5,062 |
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) | 0 | 2,585 | 2,187 |
Convertible senior notes maturing 2020 | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Effect of dilutive securities, share-based payment arrangements (in shares) | 0 | 0 | 338 |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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) | 58,629 | 40,168 | 40,712 |
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) | 15,759 | 2,455 | 12,338 |
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) | 9,015 | 1,173 | 4,192 |
Class C capital stock | Class C capital stock issuable upon conversion of the convertible notes maturing in 2021, 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 | 36,540 | 24,182 |
Commitments and Contingencies -
Commitments and Contingencies - Purchase Commitments for Content Related to Mobile Applications and Websites (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 79 |
2024 | 21 |
2025 | 9 |
2026 | 2 |
Total future purchase commitments | $ 111 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Aug. 31, 2021 patent | Jul. 15, 2021 patent | Dec. 31, 2022 USD ($) | Sep. 14, 2022 claim | Mar. 02, 2022 patent | Jan. 06, 2022 claim | Dec. 31, 2021 USD ($) | Jul. 23, 2021 patent | Mar. 15, 2021 patent | Sep. 18, 2020 patent petition | Jul. 21, 2020 patent | Sep. 17, 2019 patent | Feb. 28, 2018 claim | Feb. 16, 2018 claim | Feb. 05, 2018 claim | Sep. 30, 2017 claim |
Other Commitments [Line Items] | ||||||||||||||||
Escrow deposit | $ | $ 0 | $ 55 | ||||||||||||||
Outstanding letters of credit | $ | 16 | 17 | ||||||||||||||
Outstanding surety bonds | $ | $ 13 | $ 12 | ||||||||||||||
Number of patents infringed | 2 | 3 | 5 | 7 | ||||||||||||
Number of petitions filed | 1 | 4 | ||||||||||||||
Loss contingency, patents found not infringed, number | 2 | 2 | ||||||||||||||
Loss contingency, patents vacated | 1 | |||||||||||||||
Loss contingency, number of remaining inter parties review | 2 | |||||||||||||||
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 | 3 | 4 | 2 | 2 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - Zillow Merger - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Company's contribution based on employee contribution (up to) | 4% | ||
Company's expense related to its defined contribution 401(k) retirement plans | $ 29 | $ 27 | $ 21 |
Segment Information and Reven_3
Segment Information and Revenue - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Segment Information and Reven_4
Segment Information and Revenue - Revenue Categories (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Revenue | $ 1,958 | $ 2,132 | $ 1,624 |
Cost of revenue | 367 | 323 | 255 |
Gross profit (loss) | 1,591 | 1,809 | 1,369 |
Operating expenses: | |||
Sales and marketing | 664 | 715 | 535 |
Technology and development | 498 | 421 | 324 |
General and administrative | 498 | 414 | 324 |
Impairment and restructuring costs | 24 | 10 | 77 |
Acquisition-related costs | 0 | 9 | 0 |
Integration costs | 0 | 1 | 0 |
Total operating expenses | 1,684 | 1,570 | 1,260 |
Income (loss) from continuing operations | (93) | 239 | 109 |
Other income, net | 43 | 7 | 25 |
Interest expense | (35) | (128) | (138) |
Income (loss) from continuing operations before income taxes | (85) | 101 | (3) |
Operating Segments | |||
Operating expenses: | |||
Income (loss) from continuing operations before income taxes | (100) | 239 | 114 |
IMT | Operating Segments | |||
Revenue: | |||
Revenue | 1,839 | 1,886 | 1,450 |
Cost of revenue | 275 | 203 | 193 |
Gross profit (loss) | 1,564 | 1,683 | 1,257 |
Operating expenses: | |||
Sales and marketing | 572 | 552 | 441 |
Technology and development | 438 | 318 | 260 |
General and administrative | 375 | 258 | 225 |
Impairment and restructuring costs | 12 | 0 | 74 |
Acquisition-related costs | 0 | 9 | 0 |
Integration costs | 0 | 1 | 0 |
Total operating expenses | 1,397 | 1,138 | 1,000 |
Income (loss) from continuing operations | 167 | 545 | 257 |
Other income, net | (7) | 0 | 5 |
Interest expense | 0 | 0 | 0 |
Income (loss) from continuing operations before income taxes | 160 | 545 | 262 |
IMT | Premier Agent | Operating Segments | |||
Revenue: | |||
Revenue | 1,291 | 1,396 | 1,047 |
IMT | Rentals | Operating Segments | |||
Revenue: | |||
Revenue | 274 | 264 | 222 |
IMT | Other | Operating Segments | |||
Revenue: | |||
Revenue | 274 | 226 | 181 |
IMT | Mortgages | Operating Segments | |||
Revenue: | |||
Revenue | 0 | 0 | 0 |
Mortgages | Operating Segments | |||
Revenue: | |||
Revenue | 119 | 246 | 174 |
Cost of revenue | 68 | 84 | 39 |
Gross profit (loss) | 51 | 162 | 135 |
Operating expenses: | |||
Sales and marketing | 79 | 109 | 60 |
Technology and development | 50 | 32 | 23 |
General and administrative | 85 | 72 | 44 |
Impairment and restructuring costs | 4 | 1 | 3 |
Acquisition-related costs | 0 | 0 | 0 |
Integration costs | 0 | 0 | 0 |
Total operating expenses | 218 | 214 | 130 |
Income (loss) from continuing operations | (167) | (52) | 5 |
Other income, net | 3 | 5 | 2 |
Interest expense | (3) | (5) | (2) |
Income (loss) from continuing operations before income taxes | (167) | (52) | 5 |
Mortgages | Premier Agent | Operating Segments | |||
Revenue: | |||
Revenue | 0 | 0 | 0 |
Mortgages | Rentals | Operating Segments | |||
Revenue: | |||
Revenue | 0 | 0 | 0 |
Mortgages | Other | Operating Segments | |||
Revenue: | |||
Revenue | 0 | 0 | 0 |
Mortgages | Mortgages | Operating Segments | |||
Revenue: | |||
Revenue | 119 | 246 | 174 |
Homes | Operating Segments | |||
Revenue: | |||
Revenue | 0 | 0 | 0 |
Cost of revenue | 24 | 36 | 23 |
Gross profit (loss) | (24) | (36) | (23) |
Operating expenses: | |||
Sales and marketing | 13 | 54 | 34 |
Technology and development | 10 | 71 | 41 |
General and administrative | 38 | 84 | 55 |
Impairment and restructuring costs | 8 | 9 | 0 |
Acquisition-related costs | 0 | 0 | 0 |
Integration costs | 0 | 0 | 0 |
Total operating expenses | 69 | 218 | 130 |
Income (loss) from continuing operations | (93) | (254) | (153) |
Other income, net | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 |
Income (loss) from continuing operations before income taxes | (93) | (254) | (153) |
Homes | Premier Agent | Operating Segments | |||
Revenue: | |||
Revenue | 0 | 0 | 0 |
Homes | Rentals | Operating Segments | |||
Revenue: | |||
Revenue | 0 | 0 | 0 |
Homes | Other | Operating Segments | |||
Revenue: | |||
Revenue | 0 | 0 | 0 |
Homes | Mortgages | Operating Segments | |||
Revenue: | |||
Revenue | $ 0 | $ 0 | $ 0 |
Segment Information and Reven_5
Segment Information and Revenue - Depreciation and Amortization Expense and Share-Based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Depreciation and amortization | $ 157 | $ 130 | $ 111 |
Share-based compensation | 451 | 312 | 197 |
IMT | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Depreciation and amortization | 137 | 99 | 90 |
Share-based compensation | 356 | 201 | 135 |
Mortgages | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Depreciation and amortization | 11 | 8 | 7 |
Share-based compensation | 60 | 34 | 15 |
Homes | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Depreciation and amortization | 2 | 13 | 8 |
Share-based compensation | $ 17 | $ 41 | $ 20 |
Segment Information and Reven_6
Segment Information and Revenue - Reconciliation of Segment Gross Profit and Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total segment income (loss) from continuing operations before income taxes | $ (85) | $ 101 | $ (3) |
Corporate interest expense | (35) | (128) | (138) |
Corporate other income, net | 43 | 7 | 25 |
Gain (loss) on extinguishment of debt | 0 | (17) | 1 |
Consolidated income (loss) from continuing operations before income taxes | (85) | 101 | (3) |
Operating Segments | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total segment income (loss) from continuing operations before income taxes | (100) | 239 | 114 |
Consolidated income (loss) from continuing operations before income taxes | (100) | 239 | 114 |
Corporate | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Corporate interest expense | (32) | (123) | (136) |
Corporate other income, net | $ 47 | $ 2 | $ 18 |