8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 2, 2023

ZILLOW GROUP, INC.

(Exact name of registrant as specified in its charter)

Washington	001-36853	47-1645716
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1301 Second Avenue, Floor 31, Seattle, Washington		98101
(Address of principal executive offices)		(Zip Code)

(206) 470-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

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

Item 2.02 Results of Operations and Financial Condition.

Zillow Group, Inc. (“Zillow Group”) today issued a press release and a shareholder letter announcing its financial results for the fiscal quarter ended June 30, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1, accompanying supporting tables as Exhibit 99.2, and the shareholder letter as Exhibit 99.3 to this Current Report on Form 8-K.

The information in this Item 2.02 and Exhibits 99.1, 99.2 and 99.3 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

Zillow Group today announced that its Board of Directors has authorized the repurchase of $750 million of its Class A common stock, Class C capital stock, outstanding convertible senior notes or a combination thereof. This authorization is in addition to the prior $750 million and $1.0 billion repurchase authorizations previously announced on December 2, 2021 and May 5, 2022, respectively. The purchases 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated August 2, 2023 entitled “Zillow Group Reports Second-Quarter 2023 Financial Results” issued by Zillow Group, Inc. on August 2, 2023.
99.2	Supplement entitled “Reported Consolidated Results” issued by Zillow Group, Inc. on August 2, 2023.
99.3	Shareholder Letter issued by Zillow Group, Inc. on August 2, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

 

Dated: August 2, 2023	ZILLOW GROUP, INC.
	By:	/s/ JENNIFER ROCK
	Name:	Jennifer Rock
	Title:	Chief Accounting Officer

EX-99.1

Exhibit 99.1

Contacts:

Investors

Brad Berning

ir@zillowgroup.com

Media

Chrissy Roebuck

press@zillow.com

Zillow Group Reports Second-Quarter 2023 Financial Results

SEATTLE — Aug. 2, 2023 — Zillow Group, Inc. (NASDAQ: Z and ZG), which is transforming the way people buy, sell, rent and finance homes, today announced its consolidated financial results for the three months ended June 30, 2023.

Complete financial results for the second quarter and outlook for the third quarter of 2023 can be found in our shareholder letter on the Investor Relations section of Zillow Group’s website at https://investors.zillowgroup.com/investors/financials/quarterly-results/default.aspx.

“Zillow outperformed the broader industry for the fourth consecutive quarter as we navigate a tough real estate market,” says Zillow co-founder and CEO Rich Barton. “I’m pleased with our steady progress on improving and integrating our customer and partner experiences, especially in touring, financing, and renting. The housing super app is coming into focus, opening up significant transaction TAM for the company and our shareholders.”

Recent highlights include:

•Zillow Group’s second-quarter results exceeded the company’s outlook for revenue and Adjusted EBITDA.

•Q2 revenue was $506 million, above the midpoint of the company’s outlook range by $41 million.

◦Residential revenue decreased 3% year over year to $380 million, outperforming both the industry total transaction dollar1 decline of 22% and the high end of the company’s expectations, as the company delivered a better-than-expected number of connections to Premier Agent partners, and had favorable relative housing macroeconomic tailwinds despite a challenging housing market.

◦Rentals revenue increased 28% year over year to $91 million as the company continued to see strong traffic and growth in multifamily properties.

◦Mortgages revenue of $24 million decreased 17% year over year due to higher interest rates that impacted demand and resulted in a decrease in revenue from our mortgage marketplace. Q2 purchase loan origination volumes grew 30% sequentially from Q1 2023 and 73% year over year from Q2 2022.

•On a GAAP basis, net loss was $35 million in Q2.

•Q2 Adjusted EBITDA was $111 million, $40 million above the midpoint of the company’s outlook range, driven primarily by higher-than-expected Residential revenue.

•During Q2, Jeremy Hofmann was promoted to Chief Financial Officer.

•The company launched a new Appointment Center by ShowingTime+℠ and Listing Showcase℠.

•Cash and investments were $3.3 billion at the end of Q2, down slightly from $3.4 billion at the end of Q1 2023, after $150 million in share repurchases in Q2. The company announced an additional $750 million repurchase authorization today, which brings the company’s available authorizations to $1.0 billion.

•Traffic to Zillow Group’s mobile apps and websites in Q2 was 226 million average monthly unique users, down 3% year over year. Visits during Q2 were 2.7 billion, down 8% year over year.

1 National Association of REALTORS® existing homes sold during Q2 2023 multiplied by the average selling price per home for Q2 2023, compared to the same period in 2022.

Second Quarter 2023 Financial Highlights

The following table sets forth Zillow Group’s financial highlights for the periods presented (in millions, except percentages, unaudited):

	Three Months Ended June 30,				2022 to 2023 % Change	Six Months Ended June 30,				2022 to 2023 % Change
	2023		2022			2023		2022
Revenue:
Residential	$	380	$	392	(3)%	$	741	$	810	(9)%
Rentals	91		71		28%	165		132		25%
Mortgages	24		29		(17)%	50		75		(33)%
Other	11		12		(8)%	19		23		(17)%
Total revenue	$	506	$	504	—%	$	975	$	1,040	(6)%
Other Financial Data:
Gross profit	$	402	$	407		$	779	$	851
Net income (loss)	$	(35)	$	8		$	(57)	$	24
Adjusted EBITDA (1)	$	111	$	145		$	215	$	311
Percentage of Revenue:
Gross profit	79%		81%			80%		82%
Net income (loss)	(7)%		2%			(6)%		2%
Adjusted EBITDA	22%		29%			22%		30%
(1) Adjusted EBITDA is a non-GAAP financial measure; it is not calculated or presented in accordance with U.S. generally accepted accounting principles, or GAAP. See below for more information regarding our presentation of Adjusted EBITDA, including a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, which is net income (loss) for each of the periods presented. Adjusted EBITDA excludes the impact of discontinued operations.

Conference Call and Webcast Information

The company will host a live conference call to discuss these results today at 2 p.m. Pacific Time (5 p.m. Eastern Time). A shareholder letter and link to both the live webcast and recorded replay of the call may be accessed in the Quarterly Results section of Zillow Group’s Investor Relations website. Participants must register for the live call in advance at https://www.netroadshow.com/events/login?show=c9d97060&confId=45409 to receive emailed instructions. This pre-registration process is designed to reduce delays due to operator congestion when accessing the live call.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding the future performance and operation of our business, our business strategies and ability to translate such strategies into financial performance, the current and future health and stability of the residential housing market and economy, volatility of mortgage interest rates, and our expectations regarding future shifts in behavior by consumers and employees. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “predict,” “will,” “projections,” “continue,” “estimate,” “outlook,” “guidance,” “would,” “could,” “strive,” or similar expressions constitute forward-looking statements. Forward-looking statements are made based on assumptions as of August 2, 2023, and although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee these results. Differences in Zillow Group’s actual results from those described in these forward-looking statements may result from actions taken by Zillow Group as well as from risks and uncertainties beyond Zillow Group’s control.

Factors that may contribute to such differences include, but are not limited to: the current and future health and stability of the economy and United States residential real estate industry, including changes in inflationary conditions, interest rates, housing availability and affordability, labor shortages and supply chain issues; our ability to manage advertising inventory and pricing and maintain relationships with our real estate partners; our ability to establish or maintain relationships with listing and data providers, which affects traffic to our mobile applications and websites; our ability to comply with current and future multiple listing service (“MLS”) rules and requirements; our ability to continue to innovate and compete successfully to attract customers and real estate partners; our ability to operate and grow Zillow Home Loans, our mortgage origination business, including the ability to obtain or maintain sufficient financing to fund its origination of mortgages, meet customers’ financing needs with its product offerings, continue to grow the origination business 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 maintain adequate security measures or technology systems, or those of third parties on which we rely, to protect data integrity and the information and privacy of our customers and other third parties; the impact of pending or future litigation and other disputes or enforcement actions; our ability to attract and retain a highly skilled workforce; acquisitions, investments, strategic partnerships, capital-raising activities, or other corporate transactions or commitments by us or our competitors; our ability to continue relying on third-party services to support critical functions of our business; our ability to protect and continue using our intellectual property and prevent others from copying, infringing upon, or developing similar intellectual property; our ability to comply with domestic and international laws, regulations, rules, contractual obligations, policies and other obligations, or to obtain or maintain required licenses to support our business and operations; our ability to pay debt, settle conversions of our convertible senior notes, or repurchase our convertible senior notes upon a fundamental change; our ability to raise additional capital or refinance on acceptable terms, or at all; actual or anticipated fluctuations in quarterly and annual results of operations and financial position; the assumptions, estimates and internal or third-party data that we use to calculate business, performance and operating metrics; and volatility of our Class A common stock and Class C capital stock prices.

The foregoing list of risks and uncertainties is illustrative but not exhaustive. For more information about potential factors that could affect Zillow Group’s business and financial results, please review the “Risk Factors” described in Zillow Group’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in subsequent quarterly and annual reports. Except as may be required by law, Zillow Group does not intend and undertakes no duty to update this information to reflect future events or circumstances.

About Zillow Group, Inc.

Zillow Group, Inc. (NASDAQ: Z and ZG) is reimagining real estate to make home a reality for more and more people. As the most visited real estate website in the United States, Zillow and its affiliates help people find and get the home they want by connecting them with digital solutions, great partners, and easier buying, selling, financing and renting experiences.

Zillow Group’s affiliates, subsidiaries and brands include Zillow®; Zillow Premier Agent®; Zillow Home Loans℠; Trulia®; Out East®; StreetEasy®; HotPads®; and ShowingTime+SM, which includes ShowingTime®, Bridge Interactive®, and dotloop®. All marks herein are owned by MFTB Holdco, Inc., a Zillow affiliate. Zillow Home Loans, LLC is an Equal Housing Lender, NMLS #10287 (www.nmlsconsumeraccess.org). © 2023 MFTB Holdco, Inc., a Zillow affiliate.

Please visit https://investors.zillowgroup.com, www.zillowgroup.com/news, and www.twitter.com/zillowgroup, where Zillow Group discloses information about the company, its financial information and its business that may be deemed material.

The Zillow Group logo is available at https://zillowgroup.mediaroom.com/logos-photos.

(ZFIN)

Use of Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, this press release includes references to Adjusted EBITDA, a non-GAAP financial measure. We have provided a reconciliation below of Adjusted EBITDA to net income (loss), the most directly comparable U.S. generally accepted accounting principle (“GAAP”) financial measure.

Adjusted EBITDA is a key metric used by our management and board of directors to measure operating performance and trends and to prepare and approve our annual budget. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis.

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

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

•Adjusted EBITDA does not reflect the results of discontinued operations;

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

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

•Adjusted EBITDA does not reflect impairment and restructuring costs;

•Adjusted EBITDA does not reflect acquisition-related costs;

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

•Adjusted EBITDA does not reflect income taxes; and

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

Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash-flow metrics, net income (loss) and our other GAAP results.

Adjusted EBITDA

The following table presents a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, which is net income (loss), for each of the periods presented (in millions, unaudited):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Reconciliation of Adjusted EBITDA to Net Income (Loss):
Net income (loss)	$	(35)	$	8	$	(57)	$	24
Loss from discontinued operations, net of income taxes	—		2		—		11
Income taxes	1		(9)		1		(4)
Other income	(42)		(5)		(74)		(7)
Depreciation and amortization	45		41		85		80
Share-based compensation	130		99		233		176
Impairment and restructuring costs	2		—		8		14
Acquisition-related costs	1		—		1		—
Interest expense	9		9		18		17
Adjusted EBITDA	$	111	$	145	$	215	$	311

EX-99.2

Exhibit 99.2

Reported Consolidated Results

ZILLOW GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

	June 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	1,566	$	1,466
Short-term investments	1,745		1,896
Accounts receivable, net	90		72
Mortgage loans held for sale	73		41
Prepaid expenses and other current assets	155		126
Restricted cash	2		2
Total current assets	3,631		3,603
Contract cost assets	23		23
Property and equipment, net	309		271
Right of use assets	108		126
Goodwill	2,374		2,374
Intangible assets, net	153		154
Other assets	20		12
Total assets	$	6,618	$	6,563
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable	$	21	$	20
Accrued expenses and other current liabilities	118		90
Accrued compensation and benefits	50		48
Borrowings under credit facilities	66		37
Deferred revenue	49		44
Lease liabilities, current portion	29		31
Total current liabilities	333		270
Lease liabilities, net of current portion	126		139
Convertible senior notes	1,663		1,660
Other long-term liabilities	10		12
Total liabilities	2,132		2,081
Shareholders’ equity:
Class A common stock	—		—
Class B common stock	—		—
Class C capital stock	—		—
Additional paid-in capital	6,174		6,109
Accumulated other comprehensive loss	(19)		(15)
Accumulated deficit	(1,669)		(1,612)
Total shareholders’ equity	4,486		4,482
Total liabilities and shareholders’ equity	$	6,618	$	6,563

ZILLOW GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue	$	506	$	504	$	975	$	1,040
Cost of revenue (1)	104		97		196		189
Gross profit	402		407		779		851
Operating expenses:
Sales and marketing (1)	173		163		329		337
Technology and development (1)	140		119		277		227
General and administrative (1)	153		120		276		232
Impairment and restructuring costs	2		—		8		14
Acquisition-related costs	1		—		1		—
Total operating expenses	469		402		891		810
Income (loss) from continuing operations	(67)		5		(112)		41
Other income	42		5		74		7
Interest expense	(9)		(9)		(18)		(17)
Income (loss) from continuing operations before income taxes	(34)		1		(56)		31
Income tax benefit (expense)	(1)		9		(1)		4
Net income (loss) from continuing operations	(35)		10		(57)		35
Net loss from discontinued operations, net of income taxes	—		(2)		—		(11)
Net income (loss)	$	(35)	$	8	$	(57)	$	24
Net income (loss) from continuing operations per share:
Basic	$	(0.15)	$	0.04	$	(0.24)	$	0.14
Diluted	$	(0.15)	$	0.04	$	(0.24)	$	0.13
Net income (loss) per share:
Basic	$	(0.15)	$	0.03	$	(0.24)	$	0.10
Diluted	$	(0.15)	$	0.03	$	(0.24)	$	0.09
Weighted-average shares outstanding:
Basic	233,629		243,942		234,023		246,229
Diluted	233,629		245,163		234,023		248,544
(1) Includes share-based compensation expense as follows:
Cost of revenue	$	4	$	4	$	8	$	7
Sales and marketing	19		14		35		25
Technology and development	42		38		81		66
General and administrative	65		43		109		78
Share-based compensation - continuing operations	$	130	$	99	$	233	$	176
Adjusted EBITDA (2)	$	111	$	145	$	215	$	311
(2) Adjusted EBITDA is a non-GAAP financial measure; it is not calculated or presented in accordance with U.S. generally accepted accounting principles, or GAAP. See Exhibit 99.1 for more information regarding our presentation of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, for each of the periods presented. Adjusted EBITDA excludes the impact of discontinued operations.

ZILLOW GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Six Months Ended June 30,
	2023		2022
Operating activities
Net income (loss)	$	(57)	$	24
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	85		87
Share-based compensation	233		193
Amortization of right of use assets	12		11
Amortization of contract cost assets	11		16
Amortization of debt discount and debt issuance costs	3		24
Loss on extinguishment of debt	—		21
Accretion of bond discount	(20)		(11)
Other adjustments to reconcile net income (loss) to net cash provided by operating activities	1		11
Changes in operating assets and liabilities:
Accounts receivable	(19)		81
Mortgage loans held for sale	(32)		46
Inventory	—		3,881
Prepaid expenses and other assets	(30)		4
Contract cost assets	(11)		(8)
Lease liabilities	(15)		(8)
Accounts payable	—		(1)
Accrued expenses and other current liabilities	27		(69)
Accrued compensation and benefits	2		(47)
Deferred revenue	5		1
Other long-term liabilities	(2)		(1)
Net cash provided by operating activities	193		4,255
Investing activities
Proceeds from maturities of investments	806		160
Purchases of investments	(638)		(1,023)
Purchases of property and equipment	(66)		(60)
Purchases of intangible assets	(18)		(11)
Net cash provided by (used in) investing activities	84		(934)
Financing activities
Repayments of borrowings on credit facilities	—		(2,205)
Net borrowings (repayments) on warehouse line of credit and repurchase agreements	29		(58)
Repurchases of Class A common stock and Class C capital stock	(236)		(597)
Settlement of long-term debt	—		(1,158)
Proceeds from exercise of stock options	30		42
Net cash used in financing activities	(177)		(3,976)
Net increase (decrease) in cash, cash equivalents and restricted cash during period	100		(655)
Cash, cash equivalents and restricted cash at beginning of period	1,468		2,838
Cash, cash equivalents and restricted cash at end of period	$	1,568	$	2,183
Supplemental disclosures of cash flow information
Noncash transactions:
Capitalized share-based compensation	$	38	$	20
Write-off of fully depreciated property and equipment	16		33
Write-off of fully amortized intangible assets	2		196
Recognition of operating right of use assets and lease liabilities	—		14
Settlement of beneficial interests in securitizations	—		79

Non-GAAP Net Income per Share

Our presentation of non-GAAP net income per share excludes the impact of the results of discontinued operations, share-based compensation, impairment and restructuring costs, acquisition-related costs and income taxes. This measure is not a key metric used by our management and board of directors to measure operating performance or otherwise manage the business. However, we provide non-GAAP net income per share as supplemental information to investors, as we believe the exclusion of the results of discontinued operations, share-based compensation, impairment and restructuring costs, acquisition-related costs and income taxes facilitates investors’ operating performance comparisons on a period-to-period basis. You should not consider non-GAAP net income per share in isolation or as a substitute for analysis of our results as reported under GAAP.

The following table sets forth a reconciliation of non-GAAP net income, adjusted, to net income (loss), as reported on a GAAP basis, and the calculation of non-GAAP net income per share - basic and diluted, for each of the periods presented (in millions, except share data, which are presented in thousands, and per share data, unaudited):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income (loss), as reported	$	(35)	$	8	$	(57)	$	24
Loss from discontinued operations, net of income taxes	—		2		—		11
Share-based compensation	130		99		233		176
Impairment and restructuring costs	2		—		8		14
Acquisition-related costs	1		—		1		—
Income taxes	1		(9)		1		(4)
Net income, adjusted	$	99	$	100	$	186	$	221
Non-GAAP net income per share:
Basic	$	0.42	$	0.41	$	0.80	$	0.90
Diluted	$	0.39	$	0.38	$	0.74	$	0.83
Weighted-average shares outstanding:
Basic	233,629		243,942		234,023		246,229
Diluted	263,455		270,609		262,786		273,990

Diluted non-GAAP net income per share for the periods presented is calculated using diluted weighted-average shares outstanding, which includes potential shares of Class A common stock and Class C capital stock for the periods in which their effect would have been dilutive. The potential shares of Class A common stock and Class C capital stock were excluded from the calculation of non-GAAP net income per share for certain periods presented if their effect would have been antidilutive. The following table reconciles the denominators used in the basic and diluted non-GAAP net income per share calculations (in thousands, unaudited):

	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Denominator for basic calculation	233,629	243,942	234,023	246,229
Effect of dilutive securities:
Option awards	1,774	964	1,516	1,757
Unvested restricted stock units	2,606	257	1,801	558
Convertible senior notes due in 2024 and 2026	25,446	25,446	25,446	25,446
Denominator for dilutive calculation	263,455	270,609	262,786	273,990

Key Metrics

The following table presents our visits and average monthly unique users for the periods presented (in millions, except percentages):

	Three Months Ended June 30,		2022 to 2023 % Change	Six Months Ended June 30,		2022 to 2023 % Change
	2023	2022		2023	2022
Visits (1)	2,653	2,897	(8)%	5,140	5,524	(7)%
Average monthly unique users (2)	226	234	(3)%	219	222	(1)%
(1) Visits includes groups of interactions by users with the Zillow, Trulia and StreetEasy mobile apps and websites. Zillow and StreetEasy measure visits with Google Analytics and Trulia measures visits with Adobe Analytics.
(2) Zillow, StreetEasy and HotPads measure unique users with Google Analytics, and Trulia measures unique users with Adobe Analytics.

The following table presents loan origination volume by purpose and in total for Zillow Home Loans for the periods presented (in millions, except percentages):

	Three Months Ended June 30,				2022 to 2023 % Change	Six Months Ended June 30,				2022 to 2023 % Change
	2023		2022			2023		2022
Purchase loan origination volume	$	336	$	194	73%	$	595	$	317	88%
Refinance loan origination volume	4		136		(97)%	7		714		(99)%
Total loan origination volume	$	340	$	330	3%	$	602	$	1,031	(42)%

EX-99.3

August 2, 2023 Dear Shareholders, 2023 is a crucial year for Zillow and is all about execution. As the year progresses, we’re pleased with what we’ve accomplished thus far. Total revenue of $506 million this quarter surpassed the high end of our outlook by $27 million and returned to slightly positive year-over-year growth. We continued to outperform the real estate industry for the fourth consecutive quarter, exceeding the total industry transaction dollar decline by 1,900 basis points 1 . Zillow Group’s second quarter GAAP net loss was $35 million, and Adjusted EBITDA 2 of $111 million exceeded the top end of our outlook by $30 million. Our revenue and Adjusted EBITDA outperformance continues to be driven by a combination of progress we’ve made since re-orienting the company in early 2022, our focus on cost management, and favorable relative housing macroeconomic tailwinds despite an ongoing tough housing environment. GROWTH STRATEGY Our ultimate goal is to deliver the housing super app — a seamless experience for our customers as they move from dreaming and shopping into buying, selling, renting and financing, with Zillow products and services to choose from along the way. We’re working to increase engagement, customer transactions, and revenue per customer transaction by investing across five growth pillars: touring, financing, seller solutions, enhancing our partner network, and integrating our services. The expected output of this strategy is to grow our share of customer transactions from 3% to 6% by the end of 2025 3 . This strategy is grounded in what we believe is a significant opportunity in front of us: We estimated approximately 25% of all actual U.S. homebuyers sought a Premier Agent in the previous year, yet only an estimated 3% of homebuyers and sellers 3 Please see the “Use of Operating Metrics” section below for additional information about our calculations of customer transactions and share of customer transactions. 2 Adjusted EBITDA is a non-GAAP financial measure; it is not calculated or presented in accordance with GAAP. Please see the “Use of Non-GAAP Financial Measures” section below for more information about our presentation of Adjusted EBITDA, including a reconciliation to the most directly comparable GAAP financial measure, which is net income (loss) for the relevant period. 1 National Association of REALTORS® existing homes sold during Q2 2023 multiplied by the average selling price per home for Q2 2023, compared to the same period in 2022. 1 | Q2 2023

ultimately transacted with us, as cited in our 2022 investor deck 4 . This large and highly accessible transaction share TAM 5 brought new focus to our efforts to continuously improve the customer experience. We have made significant investments in our customer funnel to capture more demand, which has resulted in better-than-expected connections in Premier Agent. As we focus on our strategy, we’re also keenly tuned into what is happening around us. We continue to be excited by the recent and rapid changes brought about by AI, and we see how these technologies will be a fundamental accelerant to our business. Already, teams across the company are exploring how AI can and will improve the experience of our customers, our Premier Agent partners, our loan officers and our employees. Our company was founded on a relentless commitment to delivering product innovations that empower and serve our customers, and this approach has served us well, driving favorable word-of-mouth marketing and strong brand recognition 6 . Today, more than 80% of our traffic comes directly 7 to us. And nearly half of our visits today are in the Zillow app 7 , which we see as the key interface with our customers. RENTALS With over 11 million rental households moving every year 7 , we continue to invest in Zillow’s Rentals marketplace to integrate and streamline the renting experience. This business performed well in Q2, with revenue growing 28% year over year. This growth was driven by organic efforts — signing up more multi-family properties and attracting more single-family listings. In May 2022, Zillow regained its spot as the #1 most visited rentals platform, according to Comscore, and we have widened our lead since then, putting us in a strong position for future revenue growth. 7 Zillow internal estimates. 6 https://www.zillowgroup.com/second-quarter-2023-media-coverage-highlights/. 5 TAM = Total Addressable Market. 4 https://investors.zillowgroup.com/investors/news-and-events/events-and-presentations/prese ntations/presentation-details/2022/Zillow-Group-Investor-Deck--February-2022/default.aspx. 2 | Q2 2023

FINANCING Financing is an important opportunity for us; nearly 80% of homes purchased are financed with a mortgage 8 , 40% of all homebuyers start their journey shopping for a mortgage 9 , 80% of those buyers don’t yet have an agent 9 , and almost all of those mortgage seekers use Zillow 9 . We are building the foundation for a substantial first-party direct-to-consumer purchase mortgage origination business, which seamlessly integrates with our extensive Premier Agent partner network. We made progress in Q2 creating stronger integration between our Zillow Home Loans officers and Premier Agent partners. We’ve focused on deepening the relationship between the two and providing tools to help bolster loan officer efficiency and deliver a better customer experience. As a result, we’ve seen a 50% increase in loan officer productivity compared to Q4 2022 10 . Consistent with last quarter, we are also seeing roughly 1 in 3 Premier Agent partners in our enhanced markets connect customers to Zillow Home Loans, up from roughly 1 in 5 in Q4 2022. As a result of our efforts to integrate financing into our customer and partner experience, we reported 73% year-over-year growth in purchase loan origination volume and 30% growth in purchase loan origination volume sequentially from Q1 2023 — in a tough housing market. TOURING Touring is one of our big bets, as our data shows movers who request a tour convert to buyers at 3x the rate of other actions on Zillow. Enabled by ShowingTime’s integration with Zillow, real-time touring allows eligible buyers to get a tour confirmed quickly with much less friction. Agents now have expanded self-service tour management capabilities at their fingertips, including the ability to reschedule or view subsequent tours in the ShowingTime app and book multi-property tours. We’ve now rolled out real-time touring in all six of our enhanced markets, including Charlotte and Durham. Also, to accelerate the rollout, we’ve begun launching outside of our enhanced markets, 10 Based on the number of locked loans. 9 Zillow internal estimates. 8 2022 Profile of Homebuyers and Sellers, per the National Association of REALTORS®. 3 | Q2 2023

including four additional locations this quarter. As we expand, we’re continuing to invest in product improvements to enhance the experience. This work is adding up to a meaningful step up from the antiquated game of three-legged phone tag still used by many customers and agents today to schedule home tours. Real-time touring, combined with other initiatives in our enhanced markets, is improving our funnel and driving meaningful improvements in our ability to connect higher-intent customers to our Premier Agent partners. SELLER SOLUTIONS In June, we launched Listing Showcase from ShowingTime+ in select markets, allowing sellers and listing agents to differentiate themselves on Zillow through higher-quality listings that look unlike anything else that exists in real estate today. We’re excited about this product for a number of reasons. First, by targeting sellers and listing agents directly, we are expanding our serviceable addressable market, increasing our opportunity to grow customer transaction share, and diversifying our business model. Second, Listing Showcase provides customers a richer, more tech-enabled home-shopping experience, while reinforcing Zillow’s belief in providing customers with more transparency. Finally, Listing Showcase is giving agents an opportunity to elevate their professional brand and help them win more listings. Initial feedback and demand have been strong from listing agents eager to try this exclusive offering from Zillow and ShowingTime+. We are planning to roll out more markets over the course of this year, and will provide more details in the coming months. We have also made progress on our other seller solutions offerings, bringing customers optionality to choose the best way to sell their home. Our partnership with Opendoor, which allows sellers on Zillow to request a cash offer from Opendoor, is now live in 25 markets, up from the two markets we initially launched in February 2023. ENHANCED MARKETS We believe we are making good progress on increasing our share of customer transactions in our enhanced markets. In four of our enhanced markets — Denver, Raleigh, Atlanta and Phoenix — we are seeing significant year-over-year connections growth, compared to our national connection volumes, which are nearly 4 | Q2 2023

flat year over year on a combined basis for the last two months. Additionally, we’re pleased to share that in Q2 we saw 50% year-over-year customer transaction share growth in Phoenix and Atlanta. We believe this outsized performance is driven by a combination of partner selection and early success in real-time touring and financing, and buoyed by the relative tailwinds we are seeing across the business. This gives us confidence to roll out more enhanced markets, and we will share our progress as more data becomes available. LOOKING AHEAD As we think about the progress we’re making in the business, we are pleased with how we have managed through what continues to be a tough housing market. Mortgage rates are staying higher for longer and continue to be volatile, resulting in would-be sellers staying put and holding onto their legacy low-rate mortgages. This is having a more pronounced effect on sales volumes during the typically strong summer moving season. Demand has held up better than supply, driving inventory to record lows and supporting prices despite affordability headwinds. We continue to expect it will take time to normalize to higher sales levels. Though we’re managing through a tough housing macroeconomic environment, we will remain focused on what we can control: steady momentum across our growth pillars and prudent cost management as we work towards driving profitable growth for our business. Sincerely, Rich Barton Jeremy Hofmann Co-founder & CEO CFO 5 | Q2 2023

Second-Quarter 2023 Highlights Zillow Group’s second-quarter results exceeded our outlook for revenue and Adjusted EBITDA. ● Q2 revenue was $506 million, above the midpoint of our outlook range by $41 million. ○ Residential revenue decrea sed 3% year over year to $380 million, outperforming both the industry total transaction dollar decline of 22% and the high end of our expectations, as we delivered a better-than-expected number of connections to Premier Agent partners, and had favorable relative housing macroeconomic tailwinds despite a challenging housing market. ○ Rentals revenue increased 28% year over year to $91 million, as we continued to see strong traffic and growth in multifamily properties. ○ Mortgages revenue of $24 million decreased 17% year over year due to higher interest rates that impacted demand and resulted in a decrease in revenue from our mortgage marketplace. Q2 purchase loan origination volumes grew 30% sequentially from Q1 2023 and 73% year over year from Q2 2022. ● On a GAAP basis, net loss was $35 million in Q2. ● Q2 Adjusted EBITDA was $111 million, $40 million above the midpoint of our outlook range, driven primarily by higher-than-expected Residential revenue. ● Jeremy Hofmann was promoted to Chief Financial Officer. ● We launched a new Appointment Center by ShowingTime+ sm 11 and Listing Showcase sm 12 . ● Cash and investments were $3.3 billion at the end of Q2, down slightly from $3.4 billion at the end of Q1, after $150 million in share repurchases in Q2. We announced an additional $750 million repurchase authorization today, which brings our available authorizations to $1.0 billion. ● Traffic to Zillow Group’s mobile apps and websites in Q2 was 226 million average monthly unique users, down 3% year over year. Visits during Q2 were 2.7 billion, down 8% year over year. 12 https://investors.zillowgroup.com/investors/news-and-events/news/news-details/2023/The-list ing-of-the-future-is-here-ShowingTime-launches-new-immersive-listing-experience-on-Zillow /default.aspx. 11 https://investors.zillowgroup.com/investors/news-and-events/news/news-details/2023/New-en hanced-Appointment-Center-by-ShowingTime-combines-personal-showing-service-with-po werful-data-and-reporting-tools/default.aspx. 6 | Q2 2023

Select Q2 2023 Results RESIDENTIAL Residential revenue decreased 3% year over year to $380 million in Q2 2023, driven primarily by lower Premier Agent revenue as a result of weakness in the overall housing market, with total industry transaction dollars declining 22% year over year. Residential revenue outperformed the industry and the high end of our outlook range by delivering a better-than-expected number of customer connections to our Premier Agent partners, and buoyed by favorable tailwinds relative to the industry. Premier Agent revenue decreased 4% year over year versus our expectation for a decline between 9% and 13%. The mid-funnel investments we have made continued to drive the year-over-year improvements in our ability to capture more of our customer demand and connect more of that demand to our Premier Agent partners, contributing to better-than-expected connections. The year-over-year decline continued to be driven by housing macroeconomic market factors, including low housing inventory, fewer new for-sale listings, increases and volatility in mortgage interest rates, as well as home-price fluctuations. RENTALS Rentals revenue of $91 million in Q2 was up 28% year over year, as Rentals traffic on Zillow gr ew 15% year over year to 31 mill ion average monthly unique visitors (UVs) 13 in Q2. Our industry-leading rentals traffic continued to drive growth in the number of multifamily properties on our platform, which continued to accelerate in Q2 on a year-over-year basis when compared to Q1 2023 and Q4 2022. We also benefited from industry tailwinds as occupancy rates have declined from historically high levels. Lower rental demand combined with new supply coming onto the market drove an increased need for advertising from landlords. 13 Comscore data, which includes average number of monthly unique visitors to rental listings on Zillow, Trulia and HotPads mobile apps and websites for Q2 2023 vs. Q2 2022. 7 | Q2 2023

MORTGAGES Mortgages revenue was $24 million for Q2, a decrease of 17% year over year, due to higher interest rates that impacted demand and resulted in a decrease in revenue from our mortgage marketplace. Purchase loan origination volume was up 30% sequentially from Q1 and up 73% year over year, reflecting our ability to help more of our customers with financing. We continued to make progress building our Zillow Home Loans purchase mortgages business by improving integration between Zillow Home Loans and our Premier Agent network and increasing customer engagement on our apps and sites. NET LOSS AND ADJUSTED EBITDA On a GAAP basis, net loss was $35 million in Q2 and net loss margin was 7%. Adjusted EBITDA was $111 million in Q2, above the midpoint of our outlook range by $40 million, driven primarily by higher-than-anticipated Residential revenue. Adjusted EBITDA margin was 22%. We believe that this outperformance demonstrates the inherent profit leverage in our business model and how quickly revenue outperformance can flow through to Adjusted EBITDA. Select Operating Expenses and Cost of Revenue Sales and marketing, technology and development, general and administrative expenses (select operating expenses), and cost of revenue totaled $570 million in Q2, up 12% sequentially from $508 million in Q1 2023 and up 14% from Q2 2022. Year-over-year results were impacted primarily by headcount-related expenses, including share-based compensation expense, driven by costs associated with certain personnel departures, as well as the impact of our August 2022 equity grants. 8 | Q2 2023

Adjusted EBITDA expenses 14 were $395 million in Q2 2023, up sequentially from $365 million in Q1 2023, consistent with the expectations implied in our outlook. The following table presents a reconciliation of Adjusted EBITDA expenses to select operating expenses and cost of revenue for the periods presented (in millions, except percentages, unaudited): BALANCE SHEET & CASH FLOW SUMMARY We ended Q2 with cash and investments of $3.3 billion, down slightly from $3.4 billion at the end of Q1 2023, after $150 million in share repurchases during Q2. We announced an additional $750 million repurchase authorization today, which brings our available authorizations to $1.0 billion under our total repurchase authorizations of $2.5 billion. Convertible debt was $1.7 billion at the end of Q2. 14 Adjusted EBITDA expenses is a non-GAAP financial measure; it is not calculated or presented in accordance with GAAP. Please see the “Use of Non-GAAP Financial Measures” section below for more information about the presentation and calculation of Adjusted EBITDA expenses. 9 | Q2 2023

Outlook The following table presents our outlook for the three months ending September 30, 2023 (in millions): 15 16 ● In Q3, our estimate for industry transaction dollar volume is a decline between 15% and 20% year over year. Within Residential revenue, we expect Q3 Premier Agent revenue will decline between 4% and 9% year over year. ● Our outlook implies flat Adjusted EBITDA expenses from $395 million in Q2 to a range of $391 million to $399 million for Q3, driven primarily by: ○ A sequential decrease in marketing and advertising expenses. ○ A modest increase in planned hiring investments. 16 We have excluded from our outlook for “Weighted-average shares outstanding - diluted” any potentially dilutive impact of the conversion of our convertible senior notes due in 2024, 2025 and 2026 and any potentially anti-dilutive impact of future share repurchases or capped call unwinds. The maximum number of shares underlying the convertible senior notes and capped call confirmations is 33.9 million and 11.5 million shares of Class C capital stock, respectively. 15 Zillow Group has not provided a quantitative reconciliation of forecasted GAAP net income (loss) to forecasted Adjusted EBITDA within this communication because the company is unable, without making unreasonable efforts, to calculate certain reconciling items with confidence. These items include but are not limited to: income taxes that are directly impacted by unpredictable fluctuations in the market price of the company’s capital stock; depreciation and amortization from new acquisitions; impairments of assets; gains or losses on extinguishment of debt; and acquisition-related costs. These items, which could materially affect the computation of forward-looking GAAP net income (loss), are inherently uncertain and depend on various factors, many of which are outside of Zillow Group’s control. For more information regarding the non-GAAP financial measures discussed in this communication, please see the “Use of Non-GAAP Financial Measures” section below . 10 | Q2 2023

Forward-Looking Statements This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding our future targets, the future performance and operation of our business, our business strategies and ability to translate such strategies into financial performance, the current and future health and stability of the residential housing market and economy, volatility of mortgage interest rates, and our expectations regarding future shifts in behavior by consumers and employees. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “predict,” “will,” “projections,” “continue,” “estimate,” “outlook,” “guidance,” “would,” “could,” “strive,” or similar expressions constitute forward-looking statements. Forward-looking statements are made based on assumptions as of August 2, 2023, and although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee these results. Differences in Zillow Group’s actual results from those described in these forward-looking statements may result from actions taken by Zillow Group as well as from risks and uncertainties beyond Zillow Group’s control. Factors that may contribute to such differences include, but are not limited to: the current and future health and stability of the economy and United States residential real estate industry, including changes in inflationary conditions, interest rates, housing availability and affordability, labor shortages and supply chain issues; our ability to manage advertising inventory and pricing and maintain relationships with our real estate partners; our ability to establish or maintain relationships with listing and data providers, which affects traffic to our mobile applications and websites; our ability to comply with current and future multiple listing service (“MLS”) rules and requirements; our ability to continue to innovate and compete successfully to attract customers and real estate partners; our ability to operate and grow Zillow Home Loans, our mortgage origination business, including the ability to obtain or maintain sufficient financing to fund its origination of mortgages, meet customers’ financing needs with its product offerings, continue to grow the origination business 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 maintain adequate security measures or technology systems, or those of third parties on which we rely, to protect data integrity and the information and privacy of our customers and other third parties; the impact of pending or future litigation and other disputes or enforcement actions; our ability to attract and retain a highly skilled workforce; acquisitions, investments, strategic partnerships, capital-raising activities, or other corporate transactions or commitments by us or our competitors; our ability to continue relying on third-party services to support critical functions of our business; our ability to protect and continue using our intellectual property and prevent others from copying, infringing upon, or developing similar intellectual property; our ability to comply with domestic and international laws, regulations, rules, contractual obligations, policies and other obligations, or to obtain or maintain required licenses to support our business and operations; our ability to pay debt, settle conversions of our convertible senior notes, or repurchase our convertible senior notes upon a fundamental change; our ability to raise additional capital or refinance on acceptable terms, or at all; actual or anticipated fluctuations in quarterly and annual results of operations and financial position; the assumptions, estimates and internal or third-party data that we use to calculate business, performance and operating metrics; and volatility of our Class A common stock and Class C capital stock prices. The foregoing list of risks and uncertainties is illustrative but not exhaustive. For more information about potential factors that could affect Zillow Group’s business and financial results, please review the “Risk Factors” described in Zillow Group’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in subsequent quarterly and annual reports. Except as may be required by law, Zillow Group does not intend and undertakes no duty to update this information to reflect future events or circumstances. 11 | Q2 2023

No Incorporation by Reference This communication includes website addresses and references to additional materials found on those websites, including Zillow Group’s websites. These websites and materials are not incorporated by reference herein or our other filings with the Securities and Exchange Commission. Use of Estimates and Statistical Data This communication includes estimates and other statistical data made by independent third parties and by Zillow Group relating to the housing market, connection, engagement, growth, and other data about Zillow Group’s performance and the residential real estate industry. These data involve a number of assumptions and limitations, which may significantly impair their accuracy, and you are cautioned not to give undue weight to such estimates. Projections, assumptions and estimates of future performance are necessarily subject to a high degree of uncertainty and risk. Use of Operating Metrics Zillow Group reviews a number of operating metrics to evaluate its business, measure performance, identify trends, formulate business plans, and make strategic decisions. This communication includes Customer Transactions and current share of Customer Transactions as a percentage of total transactions. Zillow Group uses these operating metrics on a periodic basis to evaluate and provide investors with insight into the performance of Zillow Group’s transaction-based product and service offerings, which currently include Premier Agent, seller solutions and Zillow Home Loans. Customer Transactions: Zillow Group calculates “Customer Transactions” as each unique purchase or sale transaction in which the homebuyer or seller uses Zillow Home Loans and/or involves a Premier Agent or seller solutions partner with whom the buyer or seller connected through Zillow. In particular: • For Premier Agent and seller solutions, Zillow Group uses an internal approximation of the number of buy- and/or sell-side transactions, as applicable, that involve a Premier Agent or seller solutions partner with whom the buyer or seller connected through Zillow. Because of the challenges associated with measuring the conversion of connections to transactions outside of our Premier Agent Flex and seller solutions programs, including reliance on the availability and quality of public records and data, these estimates may be inaccurate. • For Zillow Home Loans, Zillow Group counts each unique purchase transaction in which the home buyer uses Zillow Home Loans. Revenue Per Customer Transaction: Zillow Group calculates “Revenue Per Customer Transaction” as Premier Agent, seller solutions and Zillow Home Loans revenue divided by the number of Customer Transactions during the relevant period. Share of Customer Transactions: For purposes of estimating our historical share of customer transactions, Zillow Group assumed there were 12.2M buy and sell-side transactions in 2021, based on the estimated 6.1M home transactions reported by the National Association of REALTORS® in 2021. Use of Non-GAAP Financial Measures To provide investors with additional information regarding our financial results, this communication includes references to non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses. • Adjusted EBITDA Reconciliation We have provided a reconciliation below of Adjusted EBITDA to net income (loss), the most directly comparable U.S. generally accepted accounting principle (“GAAP”) financial measure. • Adjusted EBITDA Margin Reconciliation We have provided a reconciliation below of Adjusted EBITDA margin to net income (loss) margin, the most directly comparable GAAP financial measure. • Adjusted EBITDA Expenses Reconciliation We have provided a reconciliation above of Adjusted EBITDA expenses to total select operating expenses and cost of revenue, the most directly comparable GAAP financial measure, and a calculation below of Adjusted EBITDA expenses calculated as revenue less Adjusted EBITDA. 12 | Q2 2023

Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses are key metrics used by our management and board of directors to measure operating performance and trends and to prepare and approve our annual budget. In particular, the exclusion of certain expenses in calculating these measures facilitates operating performance comparisons on a period-to-period basis. Our use of non-GAAP financial measures has limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include, but are not limited to, the fact that such non-GAAP financial measures: • Do not reflect changes in, or cash requirements for, our working capital needs; • Do not reflect the results of discontinued operations; • Do not consider the potentially dilutive impact of share-based compensation; • Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses do not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or contractual commitments; • Do not reflect impairment and restructuring costs; • Do not reflect acquisition-related costs; • Do not reflect interest expense or other income; • Do not reflect income taxes; and • Other companies, including companies in our own industry, may calculate these non-GAAP financial measures differently from the way we do, limiting their usefulness as comparative measures. Because of these limitations, you should consider Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EBITDA expenses alongside other financial performance measures, including various cash-flow metrics, net income (loss), and our other GAAP results. 13 | Q2 2023

The following tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure, which is net income (loss), and a calculation of Adjusted EBITDA expenses for each of the periods presented (in millions, unaudited). Three Months Ended June 30, 2023 March 31, 2023 December 31, 2022 September 30, 2022 June 30, 2022 Reconciliation of Adjusted EBITDA to Net Income (Loss): Net income (loss) $ (35) $ (22) $ (72) $ (53) $ 8 Loss from discontinued operations, net of income taxes — — — 2 2 Income taxes 1 — 4 3 (9) Other income (42) (32) (24) (12) (5) Depreciation and amortization 45 40 36 34 41 Share-based compensation 130 103 110 147 99 Impairment and restructuring costs 2 6 10 — — Acquisition-related costs 1 — — — — Interest expense 9 9 9 9 9 Adjusted EBITDA $ 111 $ 104 $ 73 $ 130 $ 145 Three Months Ended June 30, 2023 March 31, 2023 June 30, 2022 Calculation of Adjusted EBITDA Expenses: Revenue $ 506 $ 469 $ 504 Less: Adjusted EBITDA (111) (104) (145) Adjusted EBITDA expenses $ 395 $ 365 $ 359 14 | Q2 2023

The following tables present the calculation of Adjusted EBITDA margin and associated year-over-year growth rates and the most directly comparable GAAP financial measure and related year-over-year growth rates, which is net income (loss) margin, for each of the periods presented (in millions, except percentages and margin change basis points, unaudited): Three Months Ended June 30, 2022 to 2023 % Change Six Months Ended June 30, 2022 to 2023 % Change2023 2022 2023 2022 Revenue: Residential $ 380 $ 392 (3)% $ 741 $ 810 (9)% Rentals 91 71 28% 165 132 25% Mortgages 24 29 (17)% 50 75 (33)% Other 11 12 (8)% 19 23 (17)% Total revenue $ 506 $ 504 —% $ 975 $ 1,040 (6)% Other Financial Data: Gross profit $ 402 $ 407 (1)% $ 779 $ 851 (8)% Net income (loss) $ (35) $ 8 (538)% $ (57) $ 24 (338)% Adjusted EBITDA $ 111 $ 145 (23)% $ 215 $ 311 (31)% Three Months Ended June 30, 2022 to 2023 % Change 2022 to 2023 Margin Change Basis Points Six Months Ended June 30, 2022 to 2023 % Change 2022 to 2023 Margin Change Basis Points Percentage of Revenue: 2023 2022 2023 2022 Gross profit 79 % 81 % (2)% (100) 80 % 82 % (2) % (200) Net income (loss) (7) % 2 % (450)% (900) (6) % 2 % (400) % (800) Adjusted EBITDA 22 % 29 % (24)% (700) 22 % 30 % (27) % (800) 15 | Q2 2023

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