Redfin Annual Report 2017

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FY2017 Annual Report · Redfin

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Annual Report | 2017

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934
For the fiscal year ended December 31, 2017

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-38160

REDFIN CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of
Incorporation or Organization)

1099 Stewart Street, Suite 600
Seattle, Washington

(Address of Principal Executive Offices)

74-3064240

(I.R.S. Employer
Identification No.)

98101

(Zip Code)

Registrant’s Telephone Number, including area code: (206) 576-8333

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

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, $0.001 Par Value Per Share

The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of Registrant’s knowledge, in definite proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
"emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer

Non-accelerated filer

Emerging growth company

Accelerated filer

Smaller reporting 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.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
As of June 30, 2017, the last business day of the Registrant’s most recently completed second fiscal quarter, the Registrant
was a privately-held company and there was no established public market for the Registrant’s common stock. The Registrant’s
common stock began trading on The Nasdaq Global Select Market on July 28, 2017. The aggregate market value of common
stock held by non-affiliates of the Registrant computed by reference to the closing price of the Registrant’s common stock on
July 28, 2017 was approximately $1,326,046,855.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class

Outstanding at February 20, 2018

Common stock, $0.001 par value per share

81,778,130 shares

DOCUMENTS INCORPORATED BY REFERENCE

Certain sections of the Registrant’s definitive Proxy Statement to be filed in connection with the Registrant’s 2018 Annual
Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K where indicated. The Proxy Statement will
be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the Registrant’s fiscal
year ended December 31, 2017. Except with respect to information specifically incorporated by reference in this Form 10-K,
the Proxy Statement is not deemed to be filed as part of this Form 10 K.

REDFIN CORPORATION
TABLE OF CONTENTS

PART I
Item 1. .... Business
Item 1A... Risk Factors
Item 1B... Unresolved Staff Comments
Item 2. .... Properties
Item 3. .... Legal Proceedings
Item 4. .... Mine Safety Disclosures

PART II
Item 5. .... Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Item 6. .... Selected Financial Data
Item 7. .... Management’s Discussion and Analysis of Financial Condition and Results of
Item 7A... Quantitative and Qualitative Disclosures About Market Risk
Item 8. .... Financial Statements and Supplementary Data
Item 9. .... Changes in and Disagreements with Accountants on Accounting and Financial
Item 9A... Controls and Procedures
Item 9B... Other information

PART III
Item 10. .. Directors, Executive Officers and Corporate Governance
Item 11. .. Executive Compensation
Item 12. .. Security Ownership of Certain Beneficial Owners and Management and Related
Item 13. .. Certain Relationships and Related Transactions, and Director Independence
Item 14. .. Principal Accounting Fees and Services

PART IV
Item 15. .. Exhibits, Financial Statement Schedules
Item 16. .. Form 10-K Summary
Signatures

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of

federal securities laws. All statements contained in this Annual Report on Form 10-K other than
statements of historical fact, including statements regarding our future operating results and financial
position, our business strategy and plans, product, service, and technology offerings, market
conditions, growth and trends, technology driving long-term efficiency gains and service improvements,
and our objectives for future operations, are forward-looking statements. The words “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,”
“potentially,” “preliminary,” “likely,” and similar expressions are intended to identify forward-looking
statements. We have based these forward-looking statements largely on our current expectations and
projections about future events and trends that we believe may affect our financial condition, results of
operations, business strategy, short-term and long-term business operations and objectives, and
financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and
assumptions, including those described under Part I, Item 1A, “Risk Factors.” Moreover, we operate in
a very competitive and rapidly changing environment. New risks emerge from time to time. It is not
possible for our management to predict all risks, nor can we assess the effect of all factors on our
business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements we may make. In light of these risks,
uncertainties, and assumptions, the future events and trends discussed in this Annual Report on Form
10-K may not occur and actual results could differ materially and adversely from those anticipated or
implied in the forward-looking statements.

You should not rely on forward-looking statements as predictions of future events. The events

and circumstances reflected in the forward-looking statements may not occur. Although we believe that
the expectations reflected in the forward-looking statements are reasonable, we can't guarantee that
the future results, performance, or events and circumstances reflected in the forward- looking
statements will be achieved or occur. We undertake no obligation to update any of these forward-
looking statements for any reason after the date of this Annual Report on Form 10-K or to conform
these statements to actual results or revised expectations.

Unless the context indicates otherwise, as used in this Annual Report on Form 10-K, the terms
"Redfin," the "Company," "we," "us," and "our" refer to Redfin Corporation, a Delaware corporation, and
its subsidiaries taken as a whole, unless otherwise noted.

PART I

Item 1. Business

Overview

Our strategy is simple. In a commission-driven industry, we put the customer first. We do this by

pairing our own agents with our own technology to create a service that is faster, better, and costs less. We
meet customers through our listings-search website and mobile application, reducing the marketing costs
that can keep fees high. We let homebuyers schedule home tours with a few taps of a mobile-phone
button, so it’s easy to try our service. We create an immersive online experience for every Redfin-listed
home and then promote that listing to more buyers than any traditional brokerage can reach through its
own website. We use machine learning to recommend better listings than any customer could find on her
own. And we pay Redfin lead agents based in part on customer satisfaction, not just commission, so we’re
on the customer’s side.

Our efficiency results in savings that we share with our customers. Our homebuyers saved on

average approximately $2,700 per transaction in 2017. And we charge most home sellers a commission of
1% to 1.5%, compared to the 2.5% to 3% typically charged by traditional brokerages.

The results of our customer-first approach are clear. We:

•

helped customers buy or sell more than 120,000 homes worth more than $60 billion through
2017;

drew more than 20 million monthly average visitors to our website and mobile application in
2017, 40% more than in 2016, making us the fastest-growing top-10 real estate website;

earned a Net Promoter Score, a measure of customer satisfaction, that is 52% higher than
competing brokerages’, and a customer repeat rate that is 65% higher than competing
brokerages’;

sold Redfin-listed homes for approximately $3,000 more on average compared to the list price
than competing brokerages’ listings in 2017; and

employed lead agents who, in 2017, were on average three times more productive, and
earned a median income that was twice as much as agents at competing brokerages; our lead
agents were also 26% more likely to stay with us from 2016 to 2017 than agents at competing
brokerages.

And we’re just getting started. Because we’re one of the only major brokerages building virtually all

of our own brokerage software, our gains in efficiency, speed, and quality are proprietary. Because our
leadership and engineering teams have come from the technology industry, and have structured the
business to invest in software development, we believe those software-driven gains are likely to grow over
time. And finally, because we hire our own lead agents as employees, we can set data-driven best
practices for selling homes, with our software tailored to those practices, creating a positive feedback loop
between software and operational innovations that we believe differentiates us from traditional brokerages.
Moreover, we believe listing more homes and drawing more homebuyers to our website and mobile
application will let us pair homebuyers and home sellers directly online over time, further improving our
service and lowering our costs.

How We Win

Next-Generation Technologies

From stocks to books to lodging, technology has made it easier, faster, and less expensive to buy

almost everything in our lives except the most important thing: our home.

To solve this problem, Redfin uses a wide range of next-generation technologies. We invented
map-based real estate search. We use machine learning and artificial intelligence to answer customers’
most important questions about where to live, how much a home is worth, and when to move. We draw on
cloud computing to perform computationally intensive comparisons of homes at a scale that would
otherwise be cost prohibitive. We use streaming technologies to quickly notify customers about a listing.
And we embrace new hardware, such as three-dimensional scanning cameras that let potential
homebuyers walk through the property online.

The goal of all of these technologies is to empower our customers and increase the productivity of

our agents and support staff. This leads to consistently better customer service at a lower cost. We pass
the resulting savings to our customers.

Comprehensive Listings Data

As a brokerage, Redfin has complete access to all the homes listed for sale in the local multiple
listing services, or MLSs, in the markets we serve. MLSs are used by real estate agents to list properties
and coordinate sales.

Our agents visit more than 13,000 listings a week, enhancing our site with in-person insights about
a home. Access to this extensive data, paired with local knowledge, lets us give our customers what we
believe to be the most comprehensive information on homes for sale.

Additionally, our streaming architecture is designed to recommend listings to our customers by

mobile alert or email soon after these listings appear in the MLS. These advantages in loading listings data
and quickly notifying consumers come not just at the listing debut in the MLS, but in recognizing when a
price changes or a home sells. For over 85% of these listings, we can show the listing on our website and
mobile application within five minutes of its debut in the MLS. According to a 2017 study we commissioned,
we notify our customers about newly listed homes between three to 18 hours faster than other leading real
estate websites.

When we represent home sellers, we capture even more data about their properties, including an
interactive three-dimensional scan; and in many markets, we can also post certain of our own listings to our
website and mobile application before those listings appear on any other website.

Machine Learning

Redfin Listing Recommendations

Knowing which listings customers visit online, tour in person, or ultimately make an offer on lets

our algorithms make better listing recommendations, further enhanced through curation by our lead
agents. These Redfin listing recommendations are one part of our strategy to increase the revenue
generated from online visitors by personalizing our website and our service to keep customers engaged
with Redfin from their first visit to a closing.

Redfin Estimate

Our access to detailed data about every MLS listing in markets we serve has helped us build what

we believe is the most accurate automated home-valuation tool. According to a 2017 study we
commissioned, among industry-leading websites that display valuations for active listings, 64% of the
listings for which we provided a public valuation estimate sold within 3% of that estimate, compared to only
29% and 16% of the public estimates for the two other websites in the study. Our proprietary Redfin
Estimate is fundamental technology that draws visitors to our website, then entices them to subscribe to a
monthly home report with updates on changes to their home’s value. The Redfin Estimate supports our
sellers’ agents in consultations with homeowners, our buyers’ agents in guiding buyers on what to pay for a
home, and our marketing teams in deciding which homeowners to target for a listing consultation.

Redfin Hot Homes

This proprietary algorithm identifies the homes we believe are most likely to sell quickly. Coupling
Redfin Hot Homes alerts with on-demand tours, as well as data we’re collecting about offer deadlines, is
part of our strategy to give our customers a first-mover advantage in pursuing the most desirable homes
for sale.

We believe that our approach to data science and machine learning will continue to yield other
insights, about the customers most likely to complete a transaction, about the key moments for offering
service to online visitors we hope to convert into customers, and even about which homes will be harder or
easier to sell, so we can optimize our fees and set customer expectations.

On-Demand Service

Customers place a premium on speed. When we offer online visitors faster service, more try that
service. Delivering this speed depends on seamless integration between our technology and service—to
get customers into homes first, to prepare an offer first, to be able to win the deal, and to close without a
hitch. Tracking every digital customer interaction and working in teams lets us provide fast, consistently
high-quality service.

With a few taps of a mobile-phone button, a Redfin homebuyer can schedule home tours quickly.

To schedule a tour instantly and automatically, we first show the buyer online a wide range of homes for
sale. Once the buyer chooses the homes she wants to see, we review lead agent availability, location,
areas of expertise, and past interactions with that buyer, data that is easier for us to track because we
store customer interactions with our agents in one central system, and ask our lead agents as employees
to work during times of peak demand. Next, we confirm that each home is available to show at the
requested time, communicating with the listing agent programmatically or through a phone call.

Finally, we determine the optimal order in which to visit each home, allocating enough time to drive

or walk from one to the next. Because on-demand service depends on different lead agents being
available at different times, everyone on a local Redfin team can see all of the customer’s online and
brokerage activities to learn about the customer prior to the tour. Every team member also can update this
system through mobile tools during and after the tour so we can follow up with more detail about a home of
interest, different listing recommendations, or an on-the-spot offer. The entire solution depends on a
listings search website, a customer database, a team structure, and a mobile capability that few
brokerages can deliver. In the fourth quarter of 2017, nearly 80% of Redfin customers scheduled home
tours automatically.

In the third quarter of 2017, we added a new level of automation to tour scheduling that confirms

the availability of certain homes being toured, which lets Redfin instantly and completely confirm the entire
tour.

Teams and Tools

We believe that our ability to deliver better, faster service at lower cost depends not only on our

ongoing software development, but also on organizing employees into teams using that software to
respond faster than most individual agents could, without stepping on one another’s toes or worrying about
poaching the customer from another agent.

Teams of Employee Agents

Our lead agents are responsible for each customer’s success and are the customer’s primary

point of contact. A lead agent typically meets the customer on a first tour or listing consultation and works
with that customer throughout the buying or selling process. She is assisted by support agents for
responding to initial online inquiries, by marketing assistants for getting a home photographed and
promoted online and in printed fliers, and by transaction coordinators for closing paperwork.

Our entire team of employees follows processes and uses software developed by Redfin to ensure
consistent, high-quality service, based on data-driven insights about how to schedule tours, when to check
in with customers, and how to price a home.

Flexible Network of Independent Associate Agents

We also contract with independent associate agents to create a flexible network of licensed real

estate agents to deliver faster service for customer tours, open houses, and inspections.

Redfin Agent Tools

Because customers use our website and mobile application for their home search, and often go
online to schedule tours, ask questions, review traffic to their listing, or start offers, we do not depend, as
many competing brokerages do, on agents manually logging every customer interaction. Our proprietary
Redfin Agent Tools automatically captures information on millions of customer interactions every year, and
provides templates for our lead agents to recommend listings, follow up on tours, prepare comparative
market analyses, and write offers. Our employee agents can access Redfin Agent Tools on their mobile
device, so we can serve customers better and faster, even when our agents are in the field rather than at
their desks. This is why a Redfin team can work together to deliver personal service to a large number of
customers, with an agent using the system to learn, for example, that one customer is only interested in
homes without stairs and another customer is looking for a home near a bus route.

Productive Agents

We believe our ability to meet customers through our website and mobile application has a
profound effect not just on our economics but on our culture: our lead agents’ primary responsibility is not
generating new leads, but advising customers buying and selling homes. In 2017, our lead agents were on
average three times more productive and earned a median income that was twice as much as agents at
competing brokerages. High-performing agents also earned equity awards and a celebratory trip.

Data guides our hiring and management decisions, as we’ve analyzed which industry hires
outperform those new to real estate and what level of prior experience is correlated with long tenure at our
company. We measure agent performance in detail and give managers access to this data in real time, so
we can quickly intervene when our customer service falls short.

Our lead agents were 26% more likely to stay with us from 2016 to 2017 than agents at competing

brokerages.

Investment in Agents

The high productivity of our lead agents rationalizes an investment in equipment, management,

training, and support staff that is unusual in the industry: we pay for all of our employee agents’ equipment,
dues, and marketing expenses, and provide training for each new hire, with a multi-week course for agents
in our largest markets. Virtually every lead agent also receives support from transaction coordinators,

support staff, marketing assistants, and local management. We believe that the combined effect of these
investments is more productive lead agents and better customer service.

Redfin Partner Program

To serve customers when our own agents can’t due to high demand or geographic limitations,

we’ve developed partnerships with over 3,200 agents at other brokerages. Once we refer a customer to a
partner agent, that agent, not us, represents the customer from the initial meeting through closing, at which
point the agent pays us a portion of her commission as a referral fee.

Rather than countering seasonal and cyclical changes in demand by recruiting a surplus of agents,

we rely on partner agents to handle demand swings. We built our partner program so our lead agents can
deliver consistently high-quality service at busy times, and so we can limit the effect of fixed expenses
when demand falters. Anytime we have more customers than our lead agents can serve well, our website
and mobile application refer those customers to our partners.

Each day, our website and mobile application make hundreds of thousands of decisions about

whether customers are best served by a lead agent or a partner agent; our managers and executives meet
weekly to calibrate this system based on our assessment of customer-satisfaction levels, hiring plans,
monthly average visitors, and economic conditions. The data we gather comparing the customer
satisfaction and close rates of our lead agents to partner agents also lets us benchmark our service quality
from market to market.

Because the Redfin Partner Program is designed to ensure that every customer gets high-quality

service, we require each partner agent to have completed at least five sales in the last 12 months, then
subject the partner agent to a rigorous online and in-person screening process. We also survey customers
who work with our partner agents, removing from the program partner agents who do not maintain high
service levels.

Homebuyer Experience

We seek to provide every homebuyer with fast service, low fees, and an agent completely on that

buyer’s side. Our lead agents can join each homebuyer’s online search, commenting on the buyer’s
favorite listings, answering questions, or recommending listings the buyer might have overlooked. Our
shared-search tool allows homebuyers to share favorite homes and seamlessly communicate with anyone.
With a few taps of a mobile-phone button, a Redfin homebuyer can schedule home tours before many
buyers even realize these homes are for sale. Our lead agent hosting the tour earns bonuses based on
customer reviews, not just commissions, encouraging the candor customers need to make the best
decision about which home to buy.

We've built a fast-offer capability that lets our lead agents draft offers in minutes, with the goal of

increasing their productivity and beating competing homebuyers to the punch. We've introduced this
software to Redfin agents in four markets, with additional markets planned in 2018. During the inspections
and appraisals, we track contracts and tasks in an online deal room to keep the closing on schedule.

Home Seller Experience

We seek to give every home seller honest advice on how to price her property; the best marketing,

primarily online; and the lowest fees. Our industry-leading algorithms for calculating what a home is worth
lead to a better pricing recommendation in the initial consultation. We believe this is one reason Redfin
listings sell for more relative to the list price than other brokers’, and are more likely to sell in the first 90
days on market.

A homeowner can see our lead agents’ nearby sales paired with customer reviews to decide
whether we have the local expertise to sell her home. When we prepare a home for sale, we film an
interactive, three-dimensional virtual scan of the home that lets potential homebuyers walk through the
property online, boosting its appeal to out-of-town buyers.

To increase demand, we promote each Redfin listing on our website and mobile application. Our

website has more than double the visits of any competing brokerage website. We drive additional demand
through targeted email as well as other channels like Facebook, using advanced algorithms to promote the
listing to the right homebuyers. We also share the listing with every major real estate website. An online
dashboard tracks traffic to the listing and an iPad application registers in-person visits to open houses, so
our home sellers make better decisions about pricing, marketing, and offer negotiations.

We believe listing more homes and drawing more homebuyers to our website and mobile

application will let us pair homebuyers and home sellers directly online over time, further improving our
service and lowering our costs.

Our Value Proposition

Customers Get Better Service

Our Net Promoter Score is 50, compared to the industry average of 33, as measured by a study

we commissioned in November 2017.

Measurable Results

Redfin listings were on the market for an average of 29 days in 2017 compared to the industry

average of 34 days according to a study we commissioned. And approximately 77% of Redfin listings sold
within 90 days versus the industry average of approximately 75% according to the same study.

Customers Save Money

We give homebuyers a portion of the commissions that we earn. We typically earn 2.5% to 3% of

a home’s value for representing a homebuyer, and we contributed an average of approximately
$2,700 per transaction through a commission refund or a closing-cost reduction in 2017. We returned a
total of approximately $60 million to customers in commission refunds or closing-cost reductions in 2017.
The commission refund or closing-cost reduction depends on the home’s value and lender approval,
although some states prohibit commission refunds altogether.

Consumers selling a home with a traditional brokerage typically pay total commissions of 5% to

6% of the sale price, with 2.5% to 3% going to their agent and another 2.5% to 3% to the agent
representing the buyer. Redfin home sellers typically pay only 1% to 1.5% of their home’s sale price to us,
depending on the market and subject to market-by-market minimums. So we can readily sell our listings to
any homebuyer, including a buyer represented by a competing brokerage, we typically recommend that
our home sellers still offer a 2.5% to 3% commission to the buyer’s agent. As a result, we typically save our
home sellers 1% to 2% of the total sales prices on average listing fees.

In late 2014, we lowered our home seller commission from 1.5% to 1% in Washington, D.C.,

Virginia, and Maryland. Seeing accelerating share gain in those markets, we rolled out 1% listing fees in
Seattle, Chicago, and Denver in late 2016. In 2017 and early 2018, we rolled out 1% listing fees in 20
additional markets, covering over 80% of our home-selling customers across a total of 26 markets.

Our Markets

We operate in over 80 markets across 40 states and Washington, D.C. These markets cover
approximately 70% of the United States by population. As we further realize the benefits of increasing
scale, we’ll evaluate new markets to enter.

Growth Strategies

Grow Share in Existing Markets

We have a strong track record of gaining share. For 2017, we had 0.67% of U.S. market share,
representing a 52% increase from 2015 and a 24% increase from 2016. We measure U.S. market share
using transaction-volume data from the National Association of Realtors, or NAR, and we include the value
of transactions completed by our partner agents for sales referred from our website and mobile application.

As we gain local market share, our service gets even better. By doing more transactions in a
smaller area, agents increase their local knowledge. We capture more customer-interaction data, powering
analytics such as our listing recommendation engine. Potential customers see our yard signs more often
and hear from other customers about our service. We believe these factors fuel further market share gains.

We believe listing share lets us provide better online search results, because we post Redfin

listings to our website first in many markets, with exclusive photos of each listing. We further believe that
as we gain share, more homebuyers will want to work with us to gain access to our listings, and we’ll get
more listings from home sellers seeking access to our homebuyers. As this flywheel starts turning, we plan
to invest more to connect homebuyers and home sellers directly.

We believe transactions from our repeat and referral customers will continue to play a larger role in

our market share gains. According to NAR, homeowners sell their homes every nine years on average,
suggesting that repeat business takes a long time to build. At Redfin, we’re now seeing our customers
come back to sell a home we helped them buy many years before. We had 46% more repeat transactions
in 2017 as compared to 2016. The rate at which our customers return to us for another transaction is 65%
higher than the industry average. With tens of thousands of new customers each year, and higher rates of
customer satisfaction, we believe we can drive future share gains as those customers choose to work with
us again and refer our services to their friends and family.

Offer a Complete Solution

We’re continuously evaluating and introducing new services to become an end-to-end solution for

customers buying and selling a home.

Title Services

Our experience with Title Forward, our title and settlement business, demonstrates that many

Redfin customers are open to buying more services from us. In 2017, in the ten states where Title Forward
operated, 52% of our homebuyers also chose our title and settlement service.

Mortgage Services

In the first quarter of 2017, we began originating mortgage loans to customers in Texas through

Redfin Mortgage, a wholly owned subsidiary. Redfin Mortgage funds its loans using two separate
warehouse credit facilities, each with a loan limitation of $10.0 million.

Redfin Mortgage intends to sell every loan to third-party investors pursuant to existing

correspondent relationships. Redfin Mortgage doesn't intend to retain or service any loans. Redfin
Mortgage offers both conventional conforming and jumbo loans, with both fixed and adjustable interest rate
products available.

Redfin Mortgage assesses potential borrowers’ creditworthiness according to investor guidelines,

including the borrower’s credit score, assets, and income. Redfin Mortgage does not perform ongoing
assessment of credit quality once the loans have been sold to third-party financial institutions. Redfin
Mortgage currently accepts applications from customers in Illinois, Texas, Washington D.C., Virginia and
Pennsylvania, and expects to expand to additional states in the future.

Redfin Now

In the first quarter of 2017, we began offering an experimental new service called Redfin Now,

where we buy homes directly from home sellers. Customers who sell through Redfin Now will typically get
less money for their home than they would listing their home with a real estate agent, but get that money
faster with less risk and fuss. We believe our industry-leading algorithms for calculating what a home is
worth will limit the risk that the price we pay a Redfin Now customer for her home is below the price we
charge a new buyer for that home.

We currently offer Redfin Now to a limited number of customers in two markets. We are evaluating
the results of the Redfin Now test to determine if we should expand the service to more markets, continue
at the current scale, or discontinue the experiment.

Our Culture of Service and Thrift

Service is fundamental to our “everyone-sweeps-the-floors” culture: our executives serve our

employees, and our employees serve our customers. As part of this humility, we recognize that everyone
can be a leader. An agent can imagine better software; an engineer can imagine better service. The only
way we can use technology to make real estate better is by working together, in a way we believe that few
pure technology or pure service companies can.

Another tenet of our culture is thrift. We may be a next-generation real estate brokerage, but we’re
old-fashioned about stockholder value. We continued to grow through the darkness of the 2008 real estate
crisis as we fought to make a margin-sensitive, headcount-intensive business work with the resources we
had. Next week, next year, some day, that darkness will return, and we believe that our formative
experiences will make us better prepared for it than others.

This has long been known at Redfin as a “rabid squirrel” state of mind. We often remind ourselves

that every employee is paid by the sweat of a real estate agent’s brow. It’s the way we always want to be.

Our Employees

As of December 31, 2017, we had a total of 2,422 employees. We have not had any work

stoppages and believe our relationship with our employees to be good.

Marketing

Because we serve customers from their first online visit until the closing, we know how much we

can afford to spend to meet a customer and which marketing channels provide the best returns on
investment. With potential customers sometimes hopping between websites and different individual real
estate agents over a year or more during a home search—and as often deciding against a move—it’s easy
for an advertiser to lose track of who actually closes.

We analyze billions of interactions from customers and potential customers in our databases. We

can pay more for one particular Facebook ad if we have determined that the people who click on it are
extremely likely to buy a home. We can remove a marketing campaign from our own website that leads to
more consumers contacting our agents, but fewer actual sales. At any given moment, we’re running over a
hundred experiments on our website and mobile tools, with many more experiments running on third-party
channels, to identify the most effective advertising.

We apply this data-driven approach to decisions about which pages to optimize for search engine

traffic, what combination of email messages drives the most sales, and which moments in a TV
commercial inspire the strongest consumer response.

The goal of this data-driven approach to marketing is a formula for driving increased customer

awareness in a cost-effective manner through both digital and traditional advertising channels:

• Search engine optimization. Our engineering teams constantly upgrade our website content

and performance so that top-trafficked search engines find and rank our results for properties,
neighborhoods, and regions. We believe this improves the customer experience and our
ranking on high-traffic search engines.

• Targeted-email campaigns. We run targeted-email campaigns to connect with customers.

These email campaigns, powered by machine learning, recommend relevant new listings to
homebuyers and home sellers at what we believe are key moments throughout their
interactions with us.

• Paid-search advertising. We advertise with top-trafficked search engines, regularly adjusting

our bidding on key words and phrases, and modifying campaigns based on results.

• Social media marketing. We purchase targeted ads on social media networks such as
Facebook and Twitter to generate traffic for our listings and attract new customers.

• Traditional media. We market through a mix of traditional media, including TV, radio, billboard

and display, and direct mailings. We’ve been advertising on TV since 2014, and we continue to
invest in TV advertising.

Technology Development

We build almost all of our own software, with more than 200 engineers and product managers

based in Seattle and San Francisco. The audience for our software includes consumers visiting our
website and our mobile application, customers of our brokerage, of Redfin Mortgage, and of Title Forward,
as well as our real estate teams and our partner agents.

Our focus is on software that makes real estate fundamentally more efficient, and we believe our

competitive advantage is a deeper understanding of how real estate works, gained by working with our
lead agents and transaction coordinators. Lead agents and support teams participate in the development
of our brokerage software, including for scheduling tours, preparing offers, pricing homes, chatting with
customers, and monitoring the closing process.

Our obsession with efficiency extends beyond real estate to our own software development

practices. We aim to hire a relatively small number of deeply technical engineers who understand that
every expense matters. We have engineers dedicated to building software that makes the rest of our
engineers more productive. And we measure the results of every major software project, eliminating
features that do not make a difference to our customers or agents to avoid maintenance costs over time.

We contract with third-party software developers on a limited basis for specific projects. Our

primary website servers operate from a co-location facility in Seattle, Washington, and we use a variety of
third-party cloud-based software and services.

For 2015, 2016, and 2017, technology and development expenses were 15%, 13%, and 12% of

revenue, respectively.

Competition

The residential brokerage industry is highly fragmented. There are an estimated 2,000,000 active
licensed agents and over 86,000 real estate brokerages in the United States. We face intense competition
nationally and in each of the markets we serve. We compete primarily against other residential real estate
brokerages, which include franchise operations affiliated with national or local brands, and small
independent brokerages. We also compete with a growing number of Internet-based brokerages and
others who operate with novel business models. Competition is particularly intense in some of the densely

populated metropolitan markets we serve, as they are dominated by entrenched real estate brokerages
with potentially greater financial resources, superior local referral networks, name recognition and
perceived local knowledge and expertise. We also compete for traffic against online real estate data
websites that aggregate listings and sell advertising to traditional brokers.

Our industry has evolved rapidly in recent years in response to technological advancements,

changing customer preferences, and new offerings. We expect increasing competition from technology-
enabled competitors, including new brokerages with technology-driven business models, as well as
traditional brokerages that acquire or build businesses or technology to enhance their offerings.

We believe we compete primarily based on:

•

access to timely, accurate data about homes for sale;

traffic to our website and mobile application;

the speed and quality of our service, including agent responsiveness and local knowledge;

our ability to hire and retain agents who deliver the best customer service;

the costs of delivering our service and the price of our service to consumers;

consumer awareness of our service and the effectiveness of our marketing efforts;

technological innovation; and

depth and breadth of local referral networks.

We believe that our customer-focused values and technology differentiate us from our competitors

and that we compete favorably with respect to the factors above.

Regulatory Matters

We are subject to a wide variety of laws, rules, and regulations enforced by both governments and

private organizations. Many of these rules and regulations are constantly evolving. If we are unable to
comply with them, we could be subject to civil and criminal liabilities, revocation, or suspension of our
licenses or other adverse actions. We may also be required to modify or discontinue some or all of our
offerings, and our ability to grow our business and our reputation may be harmed. See “Risk Factors” for a
discussion of our regulatory risks.

Brokerage Service Regulation

Brokerage businesses are primarily regulated at the state level by agencies dedicated to real

estate matters or professional services.

State Regulation

Real estate brokerage licensing laws vary widely from state to state. Generally, all individuals and
entities acting as real estate brokers or salespersons must be licensed in each state where they operate.
Licensed agents must be affiliated with a broker to engage in licensed real estate brokerage activities.
Generally, a corporation must obtain a corporate real estate broker license, although in some states the
licenses are personal to individual brokers. The broker in all states must actively supervise the individual
licensees and the corporation’s brokerage activities within the state. All licensed market participants,
whether individuals or entities, must follow the state’s real estate licensing laws and regulations. These
laws and regulations generally detail minimum duties, obligations, and standards of conduct, including

requirements related to contracts, disclosures, record-keeping, local offices, trust fund handling, agency
representation, advertising regulations, and fair housing. In each of the states and Washington, D.C.,
where our operations so require, we have designated a properly licensed broker and, where required, we
also hold a corporate real estate broker’s license.

Federal Regulation

Several federal laws and regulations govern the real estate brokerage business, including federal

fair housing laws such as the Real Estate Settlement Procedures Act of 1974, or RESPA, and the Fair
Housing Act of 1968, or FHA.

RESPA restricts kickbacks or referral fees that real estate settlement service providers such as

real estate brokers, title and closing service providers, and mortgage lenders may pay or receive in
connection with the referral of settlement services. RESPA also requires certain disclosures regarding
certain relationships or financial interests among providers of real estate settlement services. RESPA
provides a number of exceptions that allow for payments or splits between service providers, including
market-rate compensation for services actually provided.

RESPA is administered by the Consumer Financial Protection Bureau, or CFPB. The CFPB has

applied a strict interpretation of RESPA and related regulations and often enforces these regulations in
administrative proceedings. Consequently, industry participants have modified or terminated a variety of
business practices to avoid the risk of protracted and costly litigation or regulatory enforcement.

The FHA prohibits discrimination in the purchase or sale of homes. The FHA applies to real estate

agents and mortgage lenders, among others. The FHA prohibits expressing any preference or
discrimination based on race, religion, sex, handicap, and certain other protected characteristics. The FHA
also applies broadly to many forms of advertising and communications, including MLS listings and insights
about home listings.

Local Regulation

In additional to state and federal regulations, residential transactions may also be subject to local

regulations. These local regulations generally require additional disclosures by parties or agents in a
residential real estate transaction, or the receipt of reports or certifications, often from the local
governmental authority, prior to the closing or settlement of a real estate transaction.

MLS Rules

We are also subject to rules, policies, data licenses, and terms of service established by over 120

MLSs of which we are a participant. These rules, policies, data licenses, and terms of service specify,
among other things, how we may access and use MLS data and how MLS data must be displayed on our
website and mobile application. The rules of each MLS to which we belong can vary widely and are
complex. NAR, as well as state and local associations of REALTORS®, also have codes of ethics and
rules governing members’ actions in dealings with other members, clients, and the public. We must comply
with these codes of ethics and rules as a result of our membership in these organizations.

Title Service Regulation

Many states license and regulate title agencies or settlement service providers, their employees

and underwriters. In many states, title insurance rates are either state-regulated or are required to be filed
with each state by the agent or underwriter, and some states regulate the split of title insurance premiums
between the agent and the underwriter. States also require title agencies and title underwriters to meet
certain minimum financial requirements for net worth and working capital.

Mortgage Products and Services Regulation

Our mortgage business is subject to extensive federal, state, and local laws and regulations.

Mortgage products are regulated at the state level by licensing authorities and administrative agencies,
with additional oversight from the CFPB. We are required to obtain licensure as a mortgage banker or
lender pursuant to applicable state law, and we are currently only licensed to originate mortgage loans in
Illinois, Pennsylvania, Texas, Virginia, Washington, and Washington D.C.

The federal Secure and Fair Enforcement for Mortgage Licensing Act of 2008 requires all states to

enact laws requiring individuals acting as mortgage loan originators to be individually licensed or
registered. In addition to licensing requirements, we must also comply with numerous federal consumer
protection laws, including, among others, the Fair Debt Collection Practices Act, Truth in Lending Act, Fair
Credit Reporting Act, Equal Credit Opportunity Act, Homeowners Protection Act, Home Mortgage
Disclosure Act, National Flood Insurance Reform Act of 1994, and the FHA.

Privacy and Consumer Protection Regulation

We are subject to a variety of federal and state laws relating to our collection, use, and disclosure
of data collected from our website and mobile users. Additionally, we are subject to regulations relating to
the manner and circumstances under which we or third parties may market and advertise our products and
services to customers, such as “Do Not Email” laws, U.S. Federal Trade Commission regulations and other
state and federal laws regarding data protection and retention, privacy, advertising, unfair or deceptive acts
or practices, and consumer protection, which are continuously evolving.

Redfin Mortgage receives, transmits and stores personally identifiable information from our
customers to process mortgage applications and transactions. The sharing, use, disclosure, and protection
of such information is governed by federal, state, and international laws regarding privacy and data
security, all of which are frequently changing.

Labor Regulation

We are subject to federal and state regulations relating to our employment and compensation

practices. We retain third-party licensed sales associates as associate agents, whom we classify as
independent contractors. Independent contractor classification is subject to a number of federal and state
laws. See “—Legal Proceedings” for a discussion of three lawsuits, each of which includes class and/or
representative claims, filed by former third-party licensed sales associates against us, alleging that they
were improperly classified as independent contractors.

Intellectual Property

We rely on a combination of patents, trademarks, and trade secrets, as well as contractual

provisions and restrictions, to protect our intellectual property. As of December 31, 2017, we owned 13
U.S. patents, which expire between 2026 and 2036, and had 14 U.S. patent applications and one
Canadian patent application. These patents and patent applications seek to protect proprietary inventions
relevant to our business. While we believe our patents and patent applications in the aggregate are
important to our competitive position, no single patent or patent application is material to us as a whole.
We intend to pursue additional patent protection to the extent we believe it would be beneficial and cost
effective.

As of December 31, 2017, we owned 21 U.S. and two Canadian trademark registrations, including

“Redfin,” "Redfin Estimate," “Walk Score,” “Title Forward” and related logos and designs. We also own
several domain names including “Redfin,” “WalkScore,” our other trademarks, and similar variations.

We rely on trade secrets and confidential information to develop and maintain our competitive

position. We seek to protect our trade secrets and confidential information through a variety of methods,
including confidentiality agreements with employees, third parties, and others who may have access to our

proprietary information. We also require employees to sign invention assignment agreements with respect
to inventions arising from their employment, and strictly control access to our proprietary technology.

Corporate Information

We were incorporated as Appliance Computing Inc. in Washington in October 2002. We
reincorporated in Delaware in February 2005 and changed our name to Redfin Corporation in May 2006.

Our principal executive office is located at 1099 Stewart Street, Suite 600, Seattle, Washington

98101. Our telephone number is (206) 576-8333. Our website address is www.redfin.com. However, none
of the information on, or accessible through, our website is incorporated into this Annual Report on Form
10-K.

Redfin, the Redfin logo, Redfin Estimate, Title Forward, Walk Score, Redfin Mortgage, Redfin Now,

and our other registered or common law trade names, trademarks, or service marks appearing in this
Annual Report on Form 10-K are our intellectual property. This Annual Report on Form 10-K contains
additional trade names, trademarks, and service marks of other companies that are the property of their
respective owners. We do not intend our use or display of other companies' trade names, trademarks, or
service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

Through a link on our website, we make available the following filings as soon as reasonably

practicable after they are electronically filed with or furnished to the Securities and Exchange Commission,
or SEC: our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,
and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. All such filings are available free of charge. The
public may also read and copy any materials we file with the SEC at the SEC's Public Reference Room at
100 F Street, NE, Washington DC, 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at
www.sec.gov that contains all reports that we file or furnish with the SEC electronically.

Item 1A. Risk Factors

You should carefully consider the risks and uncertainties described below, together with all of the

other information in this Annual Report on Form 10-K, including “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and our consolidated financial statements and related notes.
Our business, operating results, financial condition, or prospects could be materially and adversely affected
by any of these risks and uncertainties. If any of these risks occurs, the trading price of our common stock
could decline and you might lose all or part of your investment. Our business, operating results, financial
performance, or prospects could also be harmed by risks and uncertainties not currently known to us or that
we currently do not believe are material.

Risks Related to Our Business and Industry

The U.S. residential real estate industry is seasonal and cyclical, and we’re negatively

affected by industry downturns.

Our success depends largely on the health of the U.S. residential real estate industry, which is seasonal,
cyclical, and affected by changes in general economic conditions beyond our control. Any of the following
macroeconomic factors could adversely affect demand for residential real estate, result in falling home prices,
and harm our business:

•

increased interest rates;

•

increased unemployment rates or stagnant or declining wages;

slow economic growth or recessionary conditions;

• weak credit markets;

•

low consumer confidence in the economy or the U.S. residential real estate industry;

adverse changes in local or regional economic conditions in the markets that we serve;

fluctuations in local and regional home inventory levels;

constraints on the availability of mortgage financing, enhanced mortgage underwriting
standards, or increased down payment requirements;

federal and state legislative, tax or regulatory changes that would adversely affect the U.S.
residential real estate industry, including potential reform relating to Fannie Mae, Freddie Mac
and other government sponsored entities that provide liquidity to the mortgage market, and
limitations on the deductions of certain mortgage interest expenses and property taxes;

increases in the exchange rate for the U.S. dollar compared to foreign currencies, causing U.S.
real estate to be more expensive for foreign purchasers;

foreign regulatory changes or capital controls that would make it more difficult for foreign
purchasers to withdraw capital from their home countries or purchase and hold U.S. real estate;

strength of financial institutions;

high levels of foreclosure activity in particular markets;

a decrease in home ownership rates; or

political uncertainty in the United States.

We have a history of losses, and we may not achieve or maintain profitability in the future.

We have not been profitable on an annual basis since we were founded, and as of December 31,

2017, we had an accumulated deficit of $129.0 million. We expect to continue to make future investments in
developing and expanding our business, including technology, recruitment and training, marketing, and
pursuing strategic opportunities. These investments may not result in increased revenue or growth in our
business. Additionally, we may incur significant losses in the future for a number of reasons, including:

•

our inability to grow market share;

increased competition in the U.S. residential real estate industry;

changes in our commission rates;

our failure to realize our anticipated efficiency through our technology and business model;

failure to execute our growth strategies;

declines in the U.S. residential real estate industry; and

unforeseen expenses, difficulties, complications and delays, and other unknown factors.

Accordingly, we may not be able to achieve or maintain profitability and we may continue to incur

significant losses in the future.

Our business is concentrated in certain geographic markets. Failing to grow in those markets

or any disruptions in those markets could harm our business.

For 2015, 2016, and 2017, approximately 75%, 72%, and 69% of our real estate revenue,

respectively, was derived from our top-10 markets, which consist of the metropolitan areas of Boston,
Chicago, Los Angeles, Maryland, Orange County, Portland, San Diego, San Francisco, Seattle, and Virginia.
These markets are primarily major metropolitan areas, where home prices and transaction volumes are
generally higher than other markets. Local and regional economic conditions in these markets differ
materially from prevailing conditions in other parts of the United States. For instance, the Tax Cuts and Jobs
Act recently signed into law imposes significant limits on the annual deduction for real estate taxes and
mortgage interest expenses. Due to the higher home prices and real estate taxes in most of our top-10
markets as compared to other parts of the United States, these reductions may adversely and
disproportionately affect demand for and sales prices of homes in these metropolitan areas. In addition, due
to the higher home prices in these markets, our real estate revenue and gross margin is generally higher in
these markets than in our smaller markets. Any overall or disproportionate downturn in demand or economic
conditions in any of our largest markets, particularly if we are not able to increase revenue from our other
markets, could result in a decline in our revenue and harm our business.

Our future market share gains may take longer than planned and cause us to incur

significant costs.

We represent people buying and selling homes in over 80 markets throughout the United States. We

have a limited operating history in many of these markets. Expanding our services in existing and new
markets and increasing the depth and breadth of our presence imposes significant burdens on our
marketing, compliance, and other administrative and managerial resources. Our plan to expand and deepen
our market share in our existing markets and possibly expand into additional markets is subject to a variety
of risks and challenges. These risks and challenges include the varying economic and demographic
conditions of each market, competition from local and regional residential brokerage firms, variations in
transaction dynamics, and pricing pressures. Additionally, our earlier markets typically have higher mean
home prices than our more recent markets. In addition, many valuable markets have established residential
brokerages with superior local referral networks, name recognition, and perceived local knowledge and
expertise. If we cannot manage our expansion efforts efficiently, our market share gains could take longer
than planned and our related costs could exceed our expectations. In addition, we could incur significant
costs to seek to expand our market share, and still not succeed in attracting sufficient customers to offset
such costs.

We expect our revenue and results of operations to fluctuate on a quarterly and annual basis.

Our revenue and results of operations are likely to vary significantly from period to period and may

fail to match expectations as a result of a variety of factors, many of which are outside our control. The other
risk factors discussed in this “Risk Factors” section may contribute to the variability of our quarterly and
annual results. In addition, our revenue and results may fluctuate as a result of:

•

seasonal variances of home sales, which historically peak during the summer and are weaker
during the first and fourth quarters of each year;

cyclical periods of slowdowns or recessions in the U.S. real estate market;

our ability to increase market share;

fluctuations in sale prices and transaction volumes in our top markets;

•

the price of homes bought or sold by Redfin homebuyers and home sellers;

price competition;

volume of transactions in markets with a higher than average mean home price;

• mix of transactions;

•

impairment charges associated with goodwill and other intangible assets;

the timing and success of new offerings by us and our competitors;

changes in local market conditions;

changes in interest rates and the mortgage and credit markets;

the time it takes new lead agents to become fully productive;

changes in federal, state, or local laws or taxes that affect real estate transactions or residential
brokerage, title insurance, and mortgage insurance industries;

changes in multiple listing services, or MLSs, or other rules and regulations affecting the
residential real estate industry; and

•

any acquisitions of, or investments in, third-party technologies or businesses.

As a result of potential variations in our revenue and results of operations, period-to-period
comparisons may not be meaningful and the results of any one period should not be relied on as an
indication of future performance. In addition, our results of operations may not meet the expectations of
investors or public market analysts who follow us, which may adversely affect our stock price.

Our business model and growth strategy depend on our ability to attract homebuyers and

home sellers to our website and mobile application in a cost-effective manner.

Our success depends on our ability to attract homebuyers and home sellers to our website and

mobile application in a cost-effective manner. Our website and mobile application are our primary channels
for meeting customers. We rely heavily on organic traffic generated from search engines and other unpaid
sources to meet customers. We use a variety of media in our marketing efforts, including online and
television advertising and social media, to drive traffic. We intend to continue to invest resources in our
marketing efforts.

We are heavily dependent on digital marketing initiatives such as search engine optimization to

improve our website’s search result ranking and generate new customer leads. We also rely on other
marketing methods such as social media marketing, paid search advertising, and targeted email
communications. Advertising platforms, such as Facebook, Google, and others, may raise their rates
significantly, and we may choose to use alternative and less expensive channels, which may not be as
effective at attracting homebuyers and home sellers to our website and mobile application. We also use
television advertising, which may have significantly higher costs than other channels. In addition, we may be
required to expand into or continue to invest in more expensive channels than those we are currently in,
which could harm our business.

These marketing efforts may not succeed for a variety of reasons, including changes to search
engine algorithms, ineffective campaigns across marketing channels, and limited experience in certain
marketing channels like television. External factors beyond our control may also affect the success of our
marketing initiatives, such as filtering of our targeted communications by email servers, homebuyers and

home sellers failing to respond to our marketing initiatives, and competition from third parties. Any of these
factors could reduce the number of homebuyers and home sellers to our website and mobile application. We
also anticipate that our marketing efforts will become increasingly expensive as competition increases and
we seek to expand our business in existing markets. Generating a meaningful return on our marketing
initiatives may be difficult. If our strategies do not attract homebuyers and home sellers efficiently, our
business and growth would be harmed. Even if we successfully increase revenue as a result of these efforts,
that additional revenue may not offset the related expenses we incur.

We rely heavily on Internet search engines and mobile application stores to direct traffic to

our website and our mobile application, respectively.

We rely heavily on Internet search engines, such as Google, Bing, and Yahoo!, to drive traffic to our

website and on mobile application stores, such as Apple iTunes Store and the Android Play Store, for
downloads of our mobile application. The number of visitors to our website and mobile application
downloads depends in large part on how and where our website and mobile application rank in Internet
search results and mobile application stores, respectively. For example, when a user types a property
address into an Internet search engine, we rely on that search engine to rank our webpages in the search
results and to direct a user to the listing on our website. While we use search engine optimization to help our
webpages rank highly in search results, maintaining our search result rankings is not within our control.
Internet search engines frequently update and change their ranking algorithms, referral methodologies, or
design layouts, which determine the placement and display of a user’s search results. In some instances,
Internet search engines may change these rankings in order to promote their own competing services or the
services of one or more of our competitors. Similarly, mobile application stores can change how they display
searches and how mobile applications are featured. For instance, editors at the Apple iTunes Store can
feature prominently editor-curated mobile applications and cause the mobile application to appear larger
than other applications or more visibly on a featured list. Listings on our website and mobile application have
experienced fluctuations in search result and mobile application rankings in the past, and we anticipate
fluctuations in the future. If our website or listings on our website fail to rank prominently in Internet search
results, our website traffic could decline. Likewise, a decline in our website and mobile application traffic
could reduce the number of customers for our services.

Our growth may be limited due to historically low home inventory levels.

Traditionally, a “balanced” residential real estate industry requires enough homes on the market to
satisfy six months of homebuyer demand. In recent years, home inventory has remained at historically low
levels in many parts of the United States. Low inventory levels can harm our ability to attract customers,
inflate home prices, increase competition for homes, increase our operating expenses because of home
touring and offer-writing activities that do not result in closed transactions, and reduce transaction volumes.
As a result, our customers may be unable to complete a sufficient number of real estate transactions to
sustain or grow our transaction volume and revenue.

If we do not comply with the rules, terms of service, and policies of MLSs, our access to and

use of listings data may be restricted or terminated and harm our business.

We must comply with each MLS’s rules, terms of service, and policies to access and use its listings

data. Each of the more than 130 MLSs we belong to has adopted its own rules, terms of service, and
policies governing, among other things, how MLS data may be used, and listings data must be displayed on
our website and mobile application. These rules typically do not contemplate multi-jurisdictional online
brokerages like ours and vary widely among markets. They also are in some cases inconsistent with the
rules of other MLSs such that we are required to customize our website, mobile application, or service to
accommodate differences between MLS rules. Complying with the rules of each MLS requires significant
investment, including personnel, technology and development resources, other resources, and the exercise
of considerable judgment. We cannot assure you that we are, and will remain at all times, in full compliance
with all MLS rules, terms of service, and policies. If we are deemed to be noncompliant with an MLS’s rules,
we may face disciplinary sanctions in that MLS, which could include monetary fines, restricting or terminating

our access to that MLS’s data, or other disciplinary measures. The loss or degradation of this listings data
could materially and adversely affect traffic to our website and mobile application, making us less relevant to
consumers and restricting our ability to attract customers. It also could reduce agent and customer
confidence in our services and harm our business.

Our business model subjects us to challenges not faced by our competitors.

Unlike most of our brokerage competitors, we hire our lead agents as employees, rather than as

independent contractors, and therefore we incur related costs that our brokerage competitors do not, such
as base pay, employee benefits, expense reimbursement, training, and employee transactional support staff.
We also continue to invest heavily in developing our technology, as well as new offerings. As a result, we
have significant costs, some of which we incur in anticipation of future growth in revenue and market share.
In the event of fluctuations in demand in the markets we serve, or significant reductions in home sales’
prices, whether due to seasonality, cyclicality, changes in interest rates, tax laws, fiscal policy, or other
events, we will not be able to adjust our expenses as rapidly as many of our competitors, and our business
would be harmed. Additionally, due to these costs, our lead agent turnover may be more costly to us than to
traditional brokerages, and our business may be harmed if we are unable to achieve the necessary level of
lead agent productivity and retention to offset their related costs.

Competition in the residential brokerage industry is intense and if we cannot compete

effectively, our business will be harmed.

We face intense competition nationally and in each of the markets we serve. We compete primarily

against other residential brokerages, which include operations affiliated with national or local brands and
small independent brokerages. We also compete with a growing number of Internet-based residential
brokerages and others who operate with non-traditional real estate business models. Competition with
brokerages is particularly intense in some of the densely populated metropolitan markets we serve. To
capture and retain market share, we must compete successfully against other brokerages, not only for
customers, but also for high-performing lead agents and other critical employees.

The residential brokerage industry has low barriers to entry for new participants, including other

technology-driven brokerages that offer lower commissions than the traditional pricing model. We may
change our pricing strategies in response to a number of factors, including competitive pressures or in
response to transaction volume fluctuations in particular markets we serve. As competitors introduce new
offerings that compete with ours or reduce their commission rates, we may need to change our pricing
strategies to compete effectively. Any such changes, particularly in the top-10 markets we serve, may affect
our ability to compete successfully and harm our business.

Many of our brokerage competitors have substantial competitive advantages, such as longer
operating histories, greater financial resources, stronger brand recognition, more management, sales,
marketing and other resources, and extensive relationships with participants in the residential real estate
industry, including third-party data providers such as MLSs. Consequently, these brokerages may have an
advantage in recruiting and retaining agents, attracting consumers, acquiring customers, and growing their
businesses. They may be able to provide consumers with offerings that are different from or superior to
those we provide. They may also be acquired by third parties with greater resources than ours, which would
further strengthen and enable them to compete more vigorously or broadly with us. The success of our
competitors could result in our loss of market share and harm our business.

Our revenue may not continue to grow at its recent pace, or at all.

Our revenue may not continue to grow at the same pace as it has over the past several years.

We believe that our future revenue growth will depend, among other factors, on our ability to:

•

successfully expand and deepen our business and market share;

respond to seasonality and cyclicality in the real estate industry and the U.S. economy;

•

compete with the pricing and offerings of our competitors;

attract more customers to our website and mobile application;

successfully invest in developing technology, tools, features, and products;

• maintain high levels of customer service;

• maximize our lead agents’ productivity;

•

attract and retain high-quality lead agents;

successfully contract with high-quality partner agents; and

increase our brand awareness.

We may not be successful in our efforts to do any of the foregoing, and any failure to be successful

in these matters could adversely affect our revenue growth. You should not consider our past revenue
growth to be indicative of our future growth.

If we’re not able to deliver a rewarding experience on mobile devices, whether through our

mobile website or mobile application, we may be unable to attract and retain customers.

Developing and supporting a mobile website and mobile application across multiple operating
systems and devices requires substantial time and resources. We may not be able to consistently provide a
rewarding customer experience on mobile devices and, as a result, customers we meet through our mobile
website or mobile application may not choose to use our brokerage services, or those of our partner agents,
at the same rate as customers we meet through our website.

As new mobile devices and mobile operating systems are released, we may encounter problems in

developing or supporting our mobile website or mobile application for them. Developing or supporting our
mobile website or mobile application for new devices and their operating systems may require substantial
time and resources. The success of our mobile website and mobile application could also be harmed by
factors outside our control, such as:

•

increased costs to develop, distribute, or maintain our mobile website or mobile application;

changes to the terms of service or requirements of a mobile application store that requires us to
change our mobile application development or features in an adverse manner; and

changes in mobile operating systems, such as Apple’s iOS and Google’s Android, that
disproportionately affect us, degrade the functionality of our mobile website or mobile
application, require that we make costly upgrades to our offerings, or give preferential treatment
to competitive websites or mobile applications.

Adverse developments in economic conditions could harm our business.

Our business is sensitive to general economic conditions that are outside our control. Those

conditions include interest rates, inflation, tax laws, fluctuations in consumer confidence, fluctuations in
equity and debt capital markets, availability of credit, and the strength of financial institutions, which are
sensitive to changes in the general macroeconomic environment. A host of factors beyond our control could
cause fluctuations in these conditions, including the political environment, disruptions in an economically
significant geographic region, or equity or debt markets, acts or threats of war, terrorism, any of which could
harm our business.

Increases in the after-tax costs of owning a home could reduce market demand for homes

and harm our business.

In December 2017, the Tax Cuts and Jobs Act was signed into law. Previously, significant expenses

of owning a home, including mortgage interest expenses and real estate taxes, were generally deductible
expenses from an individual’s federal, and in some cases state, income taxes. The Tax Cuts and Jobs Act
includes several provisions significantly limiting these income tax deductions. For instance, the annual
deduction for real estate taxes and state and local income or sales taxes would generally be limited to
$10,000. Furthermore, through the end of 2025, the deduction for mortgage interest would generally only be
available with respect to acquisition indebtedness that does not exceed $750,000. The loss or reduction of
these homeowner tax deductions is expected to adversely impact demand for and sales prices of homes,
including those in the markets we operate. Any slowdown or decline in the real estate industry may harm our
business.

We may not be able to attract, retain, effectively train, motivate, and utilize lead agents.

As a result of our business model, our lead agents generally earn less on a per transaction basis

than traditional agents, which may be unattractive to some agents. Because our model is uncommon in our
industry, agents considering working for us may not understand our compensation model, or may not
perceive it to be more attractive than the independent contractor, commission-driven compensation model
used by most traditional brokerages. If we‘re unable to attract, retain, effectively train, motivate, and utilize
lead agents, we will be unable to grow our revenue and we may be required to significantly increase our lead
agent compensation or other costs, which could harm our business.

In the third quarter of 2017 we began investing in more personal service for our homebuying
customers, with modest agent hiring in a season when we've historically hired few or no agents. In the fourth
quarter of 2017 we developed an entire program for asking agents to meet homebuying customers more
often, and giving those customers more substantive, data-driven advice. As a result, in 2018 we plan to
lower the number of homebuying customers each lead agent supports, hiring more lead agents than we
otherwise would have. If this initiative doesn't result in greater productivity for our lead agents and better
customer service, our business may be harmed.

We are, and expect in the future to become, subject to an increasing variety of federal, state

and local laws and regulations, many of which are continuously evolving, which increases our
compliance costs and could subject us to claims or otherwise harm our business.

We are currently subject to a variety of, and may in the future become subject to, additional, federal,

state, and local laws that are continuously changing, including laws related to: the real estate, brokerage,
title, and mortgage industries; mobile- and Internet-based businesses; and data security, advertising, privacy
and consumer protection laws. For instance, we are subject to federal laws such as the Fair Housing Act of
1968, or FHA, and the Real Estate Settlement Procedures Act of 1974. These laws can be costly to comply
with, require significant management attention, and could subject us to claims, government enforcement
actions, civil and criminal liability, or other remedies, including revocation of licenses and suspension of
business operations.

In some cases, it is unclear as to how such laws and regulations affect us based on our business

model that is unlike traditional brokerages, and the fact that those laws and regulations were created for
traditional real estate brokerages. If we are unable to comply with and become liable for violations of these
laws or regulations, or if unfavorable regulations or interpretations of existing regulations by courts or
regulatory bodies are implemented, we could be directly harmed and forced to implement new measures to
reduce our liability exposure. It could cause our operations in affected markets to become overly expensive,
time consuming, or even impossible. This may require us to expend significant time, capital, managerial, and
other resources to modify or discontinue certain operations, limiting our ability to execute our business
strategies, deepen our presence in our existing markets, or expand into new markets. In addition, any

negative exposure or liability could harm our brand and reputation. Any costs incurred as a result of this
potential liability could harm our business.

Further, due to the geographic scope of our operations and the nature of the services we provide,

we may be required to obtain and maintain additional real estate brokerage, title insurance agency, and
mortgage broker licenses in certain states where we operate. Additionally, if we enter new markets, we may
be required to comply with new laws, regulations, and licensing requirements. As part of licensing
requirements, we are typically required to designate individual licensees of record. We cannot assure you
that we are, and will remain at all times, in full compliance with all real estate, title insurance, and mortgage
licensing laws and regulations, and we may be subject to fines or penalties, including license revocation, for
any non-compliance. If in the future a state agency were to determine that we are required to obtain
additional licenses in that state in order to transact business, or if we lose an existing license or are
otherwise found to be in violation of a law or regulation, our business operations in that state may be
suspended until we obtain the license or otherwise remedy the compliance issue.

Our failure to comply with the requirements governing the licensing and conduct of real

estate brokerage and brokerage-related businesses in the jurisdictions in which we operate could
adversely affect our business.

Redfin, as a brokerage, and our agents are required to comply with the requirements governing the
licensing and conduct of real estate brokerage and brokerage-related businesses in the markets where we
operate. These laws and regulations contain general standards for and limitations on the conduct of real
estate brokerages and agents, including those relating to licensing of brokerages and agents, fiduciary and
agency duties, administration of trust funds, collection of commissions, advertising, and consumer
disclosures. Under applicable laws and regulations, our agents, managing brokers, designated brokers, and
other individual licensees have certain duties and are responsible for the conduct of real estate brokerage
activities. If we or our agents fail to obtain or maintain the licenses and permits for conducting our brokerage
business required by law or fail to conduct ourselves in accordance with the associated regulations, the
relevant government authorities may order us to suspend relevant operations or impose fines or other
penalties. There is no assurance that we will be able to obtain or renew these licenses in a timely manner, or
at all.

We are subject to certain risks related to litigation filed by or against us, and adverse results

may harm our business and financial condition.

We are from time to time involved in, and may in the future be subject to, claims, suits, government

investigations, and proceedings arising from our business. We cannot predict with certainty the cost of
defense, the cost of prosecution, insurance coverage, or the ultimate outcome of litigation and other
proceedings filed by or against us, including remedies, damage awards, and penalties. Regardless of
outcome, any such claims or actions could require significant time, money, managerial and other resources,
result in negative publicity, and harm our business and financial condition. Such litigation and other
proceedings may relate to:

•

violations of laws and regulations governing the residential brokerage, title, or mortgage
industries;

employment law claims, including claims regarding worker misclassification;

compliance with wage and hour regulations;

privacy, cybersecurity incidents, and data breach claims;

intellectual property disputes;

consumer protection and fraud matters;

•

brokerage disputes such as the failure to disclose hidden property defects, as well as other
claims associated with failure to meet our client legal obligations, or incomplete or inaccurate
listings data;

claims that our agents or brokerage engage in discriminatory behavior in violation of the FHA;

liability based on the conduct of individuals or entities outside of our control, such as
independent contractor partner agents or independent contractor associate agents;

disputes relating to our commercial relationships with third parties; and

actions relating to claims alleging other violations of federal, state, or local laws and regulations.

In addition, class action lawsuits, such as the existing worker misclassification claims we face, can

often be particularly vexatious litigation given the breadth of claims, the large potential damages claimed,
and the significant costs of defense. The risks of litigation become magnified and the costs of settlement
increase in class actions in which the courts grant partial or full certification of a large class. Also, insurance
coverage may be unavailable for certain types of claims and, even where available, insurance carriers may
dispute coverage for various reasons, including the cost of defense. Further, such insurance may not be
sufficient to cover the losses we incur.

Any failure to maintain, protect, and enhance our brand could hurt our ability to grow our

business, particularly in markets where we have limited brand recognition.

Maintaining, protecting, and enhancing our brand is critical to growing our business, particularly in
markets where we have limited brand recognition and compete with well-known traditional brokerages with
longer histories and established community presence. This will partially depend on our ability to continue to
provide high-value, customer-oriented, and differentiated services, and we may not be able to do so
effectively. Enhancing and maintaining the quality of our brand may require us to make substantial
investments, such as in marketing and advertising, technology, and agent training. If we do not successfully
build and maintain a strong brand, our business could be harmed. In addition, despite these investments, our
brand could be damaged from other events that are or may be beyond our control, such as litigation and
claims, our failure to comply with local laws and regulations, and illegal activity such as phishing scams or
cybersecurity attacks targeted at us, our customers, or others.

In addition to our agents, we rely on a flexible network of licensed third-party associate

agents to conduct customer home tours and field events, and their status as independent
contractors is being challenged and may be challenged in the future.

We are currently defending three lawsuits, each of which includes class or representative claims.

Although we have entered an agreement to settle these lawsuits and have received preliminary court
approval, the settlement remains subject to final court approval. Further, we may from time to time be subject
to additional lawsuits or administrative proceedings, claiming that certain of our independent contractor
associate agents should be classified as our employees rather than as independent contractors. These
lawsuits and proceedings typically seek substantial monetary damages (including claims for unpaid wages,
overtime, unreimbursed business expenses, and other items), injunctive relief, or both. Adverse
determinations in these matters could, among other things, require us to adopt certain changes in our
business practices that are costly and time-consuming to implement, entitle our independent contractor
associate agents to the benefit of wage and hour laws, and result in employment and withholding tax and
benefit liabilities, as well as changes to the independent contractor status of our other non-employee service
providers. Regardless of the validity of these claims or their outcome, we have incurred, and anticipate
incurring in the future, significant costs and efforts to defend against or settle them. In addition, if legislative
and regulatory authorities take actions that classify our independent contractor service providers as
employees, we would incur liabilities under a variety of laws and regulations, including tax, workers’

compensation, unemployment benefits, labor, employment, and tort, including for prior periods, as well as
potential liability for employee benefits and tax withholdings.

We are subject to an array of employment-related laws and regulations and failure to comply

with these obligations could harm our business.

Our relationship with our employees is subject to various tax, wage and hour, unemployment,

workers’ compensation, right to organize, anti-discrimination, workplace safety, and other employment-
related laws. Each state has its own unique wage and hour laws, which have been the subject of growing
litigation nationwide. In addition, federal and state regulatory authorities have increasingly challenged the
classification of workers as independent contractors rather than as employees. Legislators have also
proposed legislation to make it easier to reclassify independent contractors as employees, including
legislation to increase recordkeeping requirements for employers of independent contractors, and to abolish
safe harbors allowing certain individuals to be treated as independent contractors. Federal agencies and
each state have their own rules and tests for determining the classification of workers, as well as whether
employees meet exemptions from minimum wages and overtime laws. These tests consider many factors
that also vary from state to state and have evolved based on case law, regulations, and legislative changes
and frequently involve factual analysis as well. We may face significant penalties and damages if we are
found to be noncompliant with any of these laws and regulations.

If we cannot obtain and provide to our customers comprehensive and accurate real estate

listings quickly, or at all, our business will suffer.

Our ability to attract consumers to our website and mobile application is heavily dependent on our
timely access to comprehensive and accurate real estate listings data. We get listings data primarily from
MLSs in the markets we serve. We also source listings data from public records, other third-party listing
providers, and individual homeowners and brokers. Many of our competitors and other real estate websites
also have access to MLSs and other listings data, including proprietary data, and may be able to source
listings data or other real estate information faster or more efficiently than we can. Since MLS participation is
voluntary, brokers and homeowners may decline to post their listings data to their local MLS or may seek to
change or limit the way that data is distributed. A competitor or another industry participant could also create
an alternative listings data service, which may reduce the relevancy and comprehensive nature of the MLSs.
If MLSs cease to be the predominant source of listings data in the markets that we serve, we may be unable
to get access to comprehensive listings data on commercially reasonable terms, or at all, and we may be
unable to provide timely listings to our customers.

Referring customers to our partner agents may harm our business.

We refer customers to third-party partner agents when we do not have a lead agent available due to

high demand or geographic limitations. Our dependence on partner agents can be particularly heavy in
certain new markets as we build our operations to scale in those markets. Our partner agents are
independent licensed agents affiliated with other brokerages and we do not have any control over their
actions. We may not be able to attract and retain quality partner agents, and they may not offer the high-
quality customer service that we expect. If our partner agents were to provide diminished quality of customer
service, engage in malfeasance, or otherwise violate the law, MLS or other broker rules and regulations, our
reputation and business may be harmed. Improper actions involving our partner agents may also lead to
direct legal claims against us based on agency, vicarious, or other theories of liability, which, if determined
adversely, could increase our costs, affect the use of partner agents as part of our business model and
subject us to liability for their actions, including revocation of our licenses and suspension of business
operations. Our partner agents may also disagree with us and our strategies regarding the business or our
interpretation of our respective rights and obligations under our partner relationships. This could lead to
disputes with our partner agents. To the extent we have such disputes, the attention of our management and
our partner agents will be diverted, which may harm our business.

Additionally, referring customers to partner agents limits our growth and brand awareness because

referring customers to partner agents potentially redirects repeat and referral opportunities to them.
Referring customers to partner agents may also dilute the effectiveness of our marketing efforts and may
lead to customer confusion or dissatisfaction when they are offered the opportunity to work with a partner
agent rather than one of our lead agents. Nevertheless, retaining more customers than we are able to serve
may affect customer satisfaction by overloading our lead agents and teams. If we are unable to allocate
transactions between our lead agents and partner agents efficiently, and successfully contract with high-
quality partner agents, our business may be harmed.

If our current and future technology developments and service improvement efforts are not

successful, our business may be harmed.

We intend to continue investing significant resources in developing technology, tools, features, and

products. If we do not spend our development budget efficiently or effectively on commercially successful
and innovative technologies, we may not realize the expected benefits of our strategy. Moreover, technology
development is inherently challenging and expensive, and the nature of development cycles may result in
delays between the time we incur expenses and the time we make available new offerings and generate
revenue, if any, from those investments. Anticipated customer demand for an offering we are developing
could also decrease after the development cycle has commenced, and we wouldn't be able to recoup
substantial costs we incurred.

For example, we've began developing proprietary offer-writing software that is designed to allow our
agents to prepare an offer on a listing in as little as a few minutes. The localization required for each market
is extensive and generally requires securing rights to use forms in each market. Different states, markets,
MLSs, and local realtor associations require different real estate forms, and local customs around myriad
deal terms differ widely, requiring us to build and support dozens of variations and addenda. There's no
guarantee that we'll be able to adapt our software to, or secure rights to use local forms in our software in,
major markets that we serve. Our offer-writing software may also contain errors, inaccuracies, or omissions
that may harm us or our homebuying customers. In addition, we'll be required to make ongoing investments
to ensure that our software reflects future changes or additions to the forms and other requirements in each
market. If we fail to successfully develop and adapt our localized offer-writing software we may not achieve
the desired results or returns on our investment and our business may be harmed.

In addition, our technology-powered brokerage model is relatively new and unproven, and differs

significantly from traditional residential brokerages. Our success depends on our ability to innovate and
adapt our technology-powered brokerage to meet evolving industry standards and customer and agent
expectations.

There are many competitors in the markets we serve, including brokerages as well as non-
brokerage real estate websites, and we may not be able to effectively compete both as a brokerage and a
developer of technology. We cannot assure you that we will be able to identify, design, develop, implement,
and utilize, in a timely and cost-effective manner, technologies and service offerings necessary for us to
compete effectively, that such technologies and service offerings will be commercially successful, or that
products and services developed by others will not render our offerings noncompetitive or obsolete. If we do
not achieve the desired or anticipated customer acquisition and transaction efficiency leverage from our
technology and service investments, our business may be harmed.

Our introduction of new services, such as originating and underwriting mortgage loans for

customers and buying and selling homes directly, could fail to produce the desired or predicted
results or harm our reputation.

From time to time, we develop new services. For example, in the first quarter of 2017, we began
originating and underwriting mortgage loans for customers in Texas through our wholly owned subsidiary,
Redfin Mortgage LLC, or Redfin Mortgage. Redfin Mortgage recently expanded its operations to Illinois,
Pennsylvania, Virginia, and Washington D.C. Redfin Mortgage funds its loans using its warehouse credit
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facilities, intending to sell all loans to third-party financial institutions after a holding period. While Redfin
Mortgage only originates loans upon receiving purchase commitments from third-party financial institutions,
these commitments are subject to origination quality standards and these institutions still retain contractual
rights to reject the loans. If Redfin Mortgage is unable to sell its loans, it may be required to repurchase them
from the warehouse lenders and sell them at a discount.

In the first quarter of 2017, we also began testing an experimental new service called Redfin Now,

where we buy homes directly from home sellers through a wholly owned subsidiary and resell them to
homebuyers. Our estimates of what a home is worth and the algorithm we use to inform those estimates
may not be accurate and we may pay more for homes than their resale value. In determining whether a
particular property meets our purchase criteria, we make a number of additional assumptions, including the
estimated time of possession, market conditions and proceeds on resale, renovation costs, and holding
costs. These assumptions may not be accurate, particularly because properties vary widely in terms of
quality, location, need for renovation, and property hazards. Unknown defects in any acquired properties
may also affect their resale value. As a result, we may pay more to buy these properties than their resale
value, and we may not be able to resell them as anticipated or at all. Homes that we own might suffer losses
in value due to rapidly changing market conditions, natural disasters, or other forces outside our control.

We have limited experience operating services outside of our core brokerage and forecasting our
revenue and other financial results for any new service is inherently uncertain; our actual results may vary
significantly from what we desire or predict or the estimates of analysts. Additionally, the revenue recognition
terms and gross margin profile of our new services, in particular Redfin Now, substantially differ from our
core brokerage service and therefore may impact our overall results in a manner difficult for us or analysts to
predict. Our new services may also fail to attract customers, reduce customer confidence in our services,
undermine our customer-first reputation, create real or perceived conflicts of interest between us and our
customers, expose us to increased market risks, subject us to claims related to undisclosed defects in
homes that we sell, alleging that we have breached our duties to our customers, or result in other disputes
with our customers. Any of these events could harm our reputation or mean that such new services will harm
our business.

New services that we introduce and implement, including our mortgage offering, may subject

us to new laws and regulations.

From time to time, we may introduce and implement new services in highly regulated areas.

For instance, our title and settlement services are subject to regulation by insurance and other regulatory
authorities on the federal level and in each state in which we provide such services. Compliance with new
and existing regulatory and compliance regimes is time consuming and may require significant time and
effort, which may divert attention and resources from our other offerings.

Redfin Mortgage is subject to a wide array of stringent federal and state laws, regulations, and

agency oversight. These include laws and regulations governing the relationship between us and Redfin
Mortgage, the manner in which Redfin Mortgage conducts its loan origination and servicing businesses, the
fees that it may charge, procedures relating to real estate settlement, fair lending, fair credit reporting, truth
in lending, loan officer licensing, property valuation, escrow, payment processing, collection, foreclosure, and
federal and state disclosure and licensing requirements. Redfin Mortgage receives, transmits and stores
personally identifiable information from our customers to process mortgage applications and transactions.
The sharing, use, disclosure, and protection of such information is governed by federal, state, and
international laws regarding privacy and data security, all of which are constantly evolving. Changes to or a
failure to comply with these laws and regulations could limit Redfin Mortgage’s ability to originate and fund
mortgage loans, require us to change our business practices, result in revocation or suspension of our
licenses and subject us to significant civil and criminal penalties. Any such events could harm our business.

Homes that we own are also subject to federal, state, and local laws governing hazardous
substances. These laws often impose liability without regard to whether the owner was responsible for, or
aware of, the release of such hazardous substances. If we take title to a property, the presence of hazardous

substances may adversely affect our ability to resell the property, and we may become liable to
governmental entities or third parties for various fines, damages, or remediation costs.

If our current or future technology developments and service improvements do not meet

customer or agent expectations, our business may be harmed.

Our technology-powered brokerage model is relatively new and unproven, and differs significantly

from traditional residential brokerages. Our success depends on our ability to innovate and adapt our
technology-powered brokerage to meet evolving industry standards and customer and agent expectations.
We have expended, and expect to continue to expend, substantial time, capital, and other resources to
understand the needs of customers and agents and to develop technology and service offerings to meet
those needs. We cannot assure you that our current and future offerings will be satisfactory to or broadly
accepted by customers and agents, or competitive with the offerings of other businesses. If our current or
future offerings are unable to meet industry and customer and agent expectations in a timely and cost-
effective manner, our business may be harmed.

We could be required to cease certain activities or incur substantial costs as a result of any

claim of infringement of another party’s intellectual property rights.

From time to time, we may receive claims from third parties, including our competitors, that our

offerings or underlying technology infringe or violate that third party’s intellectual property rights. We may be
unaware of the intellectual property rights of others that may cover some or all of our technology. If we are
sued by a third party that claims our technology infringes on its rights, the litigation (with or without merit)
could be expensive, time-consuming, and distracting to management. The results of such disputes or
litigation are difficult to predict. The results of any intellectual property litigation to which we might become a
party may require us to do one or more of the following:

•

cease offering or using technologies that incorporate the challenged intellectual property;

• make substantial payments for judgments, legal fees, settlement payments, ongoing royalties, or

other costs or damages;

•

obtain a license, which may not be available on reasonable terms or at all, to use the relevant
technology; or

•

redesign our technology to avoid infringement.

If we are required to make substantial payments or undertake any of the other actions noted above

as a result of any intellectual property infringement claims against us, such payments or costs could have an
adverse effect on our business and financial results. Even if we were to prevail, such claims and
proceedings could harm our business.

Any failure to protect our intellectual property rights could impair our ability to protect our

proprietary technology and our brand.

Our success and ability to compete depends in part on our intellectual property. We primarily rely on

a combination of patent, trademark, trade secret, and copyright laws, as well as confidentiality procedures
and contractual restrictions with our employees, independent contractors and others to establish and protect
our intellectual property rights. However, the steps we take to protect our intellectual property rights may be
inadequate or we may be unable to secure intellectual property protection for all of our technology and
methodologies.

If we are unable to protect our intellectual property, our competitors could use our intellectual

property to market offerings similar to ours and our ability to compete effectively would be impaired.
Moreover, others may independently develop technologies that are competitive to ours or infringe on our

intellectual property. The enforcement of our intellectual property rights depends on our legal actions against
these infringers being successful, but we cannot be sure these actions will be successful, even when our
rights have been infringed. In addition, defending our intellectual property rights might entail significant
expense and diversion of management resources. Any of our intellectual property rights may be challenged
by others or invalidated through administrative processes or litigation. Furthermore, legal standards relating
to the validity, enforceability, and scope of protection of intellectual property rights are uncertain and
constantly changing. Accordingly, despite our efforts, we may be unable to prevent third parties from
infringing or misappropriating our intellectual property. Any intellectual property that we own may not provide
us with competitive advantages or may be successfully challenged by third parties.

Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and

countersuits attacking the validity and enforceability of our intellectual property rights. Litigation to protect
and enforce our intellectual property rights could be expensive, time-consuming and distracting to
management, and could ultimately result in the impairment or loss of portions of our intellectual property.

We employ third-party licensed technology, and the inability to maintain these licenses or
errors in the software we license could result in increased costs, or reduced service levels, which
would harm our business.

Our technology employs certain third-party software obtained under licenses from other companies.

We anticipate that we will continue to rely on such third-party software and tools in the future. Although we
believe that there are commercially reasonable alternatives to the third-party software we currently license,
this may not always be the case, or it may be difficult or costly to replace. In addition, integration of our
technology with new third-party software may require significant work and require substantial investment of
our time and resources. Also, to the extent that our technology depends on the successful operation of third-
party software, any undetected errors or defects in the third-party software could prevent the deployment or
impair the functionality of our technology, delay new offerings, result in a failure of our website or mobile
application, and harm our reputation. Our use of additional or alternative third-party software would require
us to enter into license agreements with third parties, which may not be available on commercially
reasonable terms, or at all.

Some aspects of our technology include open source software, and any failure to comply

with the terms of one or more of these open source licenses could harm our business.

Our technology incorporates software covered by open source licenses. The terms of various open

source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be
construed in a manner that imposes unanticipated conditions or restrictions on our technology. If portions of
our proprietary software are determined to be subject to an open source license, we could be required to
publicly release the affected portions of our source code, re-engineer all or a portion of our technologies or
otherwise be limited in our use of such software, each of which could reduce or eliminate the value of our
technologies and harm our business. In addition to risks related to license requirements, use of open source
software can lead to greater risks than use of third- party commercial software, as open source licensors
generally do not provide warranties or controls on the origin of the software. Many of the risks associated
with use of open source software cannot be eliminated and, if such risks materialize, could harm our
business.

Moreover, we cannot assure you that our processes for controlling our use of open source software

will be effective. If we are held not to have complied with the terms of an applicable open source software
license, we could be required to seek licenses from third parties to continue offering our services on terms
that are not economically feasible, to re-engineer our technology to remove or replace the open source
software, to discontinue the use of certain technology if re-engineering could not be accomplished on a
timely basis, to pay monetary damages, to make generally available the source code for our proprietary
technology, or to waive certain intellectual property rights, any of which could harm our business.

Responding to any infringement or other enforcement claim, regardless of its validity, could harm our

business, results of operations, and financial condition, by, among other things:

•

resulting in time-consuming and costly litigation;

diverting management’s time and attention from developing our business;

requiring us to pay monetary damages or enter into royalty and licensing agreements that we
would not normally find acceptable;

requiring us to redesign certain components of our software using alternative non-infringing
source technology or practices, which could require significant effort and expense;

disrupting our customer relationships if we are forced to cease offering certain services;

requiring us to waive certain intellectual property rights associated with our release of open
source software, or contributions to third-party open source projects;

requiring us to disclose our software source code; and

requiring us to satisfy indemnification obligations.

Our business depends on third-party network and mobile infrastructure and on our ability to

maintain and scale the technology underlying our offerings.

Our brand, reputation, and ability to attract homebuyers and home sellers and provide our offerings

depend on the reliable performance of third-party network and mobile infrastructure. As the number of
homebuyers and home sellers, agents, and listings shared on our website and mobile application and the
extent and types of data grow, our need for additional network capacity and computing power will also grow.
Operating our underlying technology systems is expensive and complex, and we could experience
operational failures. If we experience interruptions or failures in these systems, whether due to system
failures, computer viruses, physical or electronic break-ins, attacks on domain name servers or other third
parties on which we rely, or any other reason, the security and availability of our services and technologies
could be affected. Any such event could harm our reputation, result in a loss of consumers, customers and
agents using our offerings, and cause us to incur additional costs.

Our website is hosted at a single facility, the failure of which would harm our business.

Our website is hosted at a single facility in Seattle, Washington. We do not currently have a back-up

web hosting facility in a different geographic area. Should this facility experience outages or downtimes for
any reason, including a natural disaster or some other event, such as human error, fire, flood, power loss,
telecommunications failure, physical or electronic break-ins, terrorist attacks, acts of war, and similar events,
we could suffer a significant interruption of our website and mobile application, which would harm our
business. In addition, our website and mobile application could be interrupted even if this facility experiences
temporary outages, which could also negatively affect our services and harm our business.

Cybersecurity incidents could disrupt our business operations, result in the loss of critical

and confidential information, and harm our business.

Global cybersecurity threats and incidents directed at us or our third-party service providers can

range from uncoordinated individual attempts to gain unauthorized access to information technology
systems to sophisticated and targeted measures known as advanced persistent threats. In the ordinary
course of our business, we and our third-party service providers collect and store sensitive data, including
our proprietary business information and intellectual property, and that of our customers, including personally
identifiable information. Additionally, we rely increasingly on third-party providers to store and process data,

and to communicate and work collaboratively. The secure processing, maintenance, and transmission of
information are critical to our operations and we rely on the security procedures of these third-party
providers. Although we employ comprehensive measures designed to prevent, detect, address, and mitigate
these threats (including access controls, data encryption, vulnerability assessments, and maintenance of
backup and protective systems), cybersecurity incidents, depending on their nature and scope, could
potentially result in the misappropriation, destruction, corruption, or unavailability of critical data and
confidential or proprietary information (our own or that of third parties, including personally identifiable
information of our customers) and the disruption of business operations. Any such compromises to our
security, or that of our third-party providers, could cause customers to lose trust and confidence in us, and
stop using our website and mobile application in their entirety. In addition, we may incur significant costs for
remediation that may include liability for stolen assets or information, repair of system damage, and
compensation to customers and business partners. We may also be subject to legal claims, government
investigation, and additional state and federal statutory requirements.

Our software is highly complex and may contain undetected errors.

The software and systems underlying our technology and offerings are highly complex and may

contain undetected errors or vulnerabilities, some of which may only be discovered after their
implementation. Our development and testing processes may not be sufficient to ensure that we will not
encounter technical problems. Any inefficiencies, errors, technical problems, or vulnerabilities discovered in
our software and systems after release could reduce the quality of our services or interfere with our agents’
and customers’ access to and use of our technology and offerings. This could result in damage to our
reputation, loss of revenue or liability for damages, any of which could harm our business.

Changes in privacy or consumer protection laws could adversely affect our ability to attract

customers and harm our business.

We collect information relating to our customers as part of our business and marketing activities. The

collection and use of personal data is governed by privacy laws and regulations of the United States and
other jurisdictions. Privacy regulations continue to evolve and, occasionally, may be inconsistent from one
jurisdiction to another. Compliance with applicable privacy regulations may increase our operating costs or
adversely affect our ability to market our services and products and serve our customers. In addition, non-
compliance with applicable privacy regulations by us, or a breach of security systems storing our data, may
result in fines, payment of damages, or restrictions on our use or transfer of data.

In addition, we are subject to, and may become subject to additional, laws or regulations that restrict

or prohibit use of emails, similar marketing or advertising activities or other types of communication that we
currently rely on. Such laws and regulations currently include the CAN-SPAM Act of 2003 and similar laws
adopted by a number of states to regulate unsolicited commercial emails; the U.S. Federal Trade
Commission guidelines that impose responsibilities on companies with respect to communications with
consumers; federal and state laws and regulations prohibiting unfair or deceptive acts or practices; and the
Telephone Consumer Protection Act that limits certain uses of automatic dialing systems, artificial or
prerecorded voice messages and SMS text messages. Any further restrictions under such laws that govern
our marketing and advertising activities could adversely affect the effectiveness of our marketing and
advertising activities or other customer communications. Furthermore, even if we can comply with existing or
new laws and regulations, we may discontinue certain activities or communications if we become concerned
that our customers or potential customers deem them intrusive or they otherwise adversely affect our
reputation. If our marketing and advertising activities are restricted, our ability to attract customers could be
adversely affected and harm our business.

If our promotional emails are not delivered and accepted, or are routed by email providers

less favorably than other emails, our business may be harmed.

We rely on targeted email campaigns to generate customer interest in our products and services. If

email providers implement new or more restrictive email delivery policies it may become more difficult to
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deliver emails to our customers. For example, certain email providers categorize commercial email as
“promotional,” and direct such emails to a less readily-accessible section of a customer’s inbox. If email
providers materially limit or halt the delivery of certain of our emails, or if we fail to deliver emails to
customers in a manner compatible with email providers’, email handling or authentication technologies, our
ability to generate customer interest in our offerings using email may be restricted, which could harm our
business.

We rely on business data to make business decisions and drive our machine-learning
technology, and errors or inaccuracies in such data may adversely affect our business decisions and
the customer experience.

We regularly analyze business data to evaluate growth trends, measure our performance, establish
budgets, and make strategic decisions. Much of this data is internally generated and calculated and has not
been independently verified. While our business decisions are based on what we believe to be reasonable
calculations for the applicable period of measurement, there are inherent challenges in measuring and
interpreting the data, and we cannot be sure that the data, or the calculations using such data, are accurate.
Errors or inaccuracies in the data could result in poor business decisions, resource allocation, or strategic
initiatives. For instance, if we overestimate traffic to our website and mobile application, we may not invest
an adequate amount of resources in attracting new customers or we may hire more lead agents in a given
market than necessary to meet customer demand. If we make poor decisions based on erroneous or
inaccurate data, our business may be harmed.

We use our business data and proprietary algorithms to inform our machine learning, such as in the
calculation of our Redfin Estimate. If customers disagree with us or if our Redfin Estimate fails to accurately
reflect market pricing such that we are unable to attract homebuyers or help our customers sell their homes
at satisfactory prices, or at all, customers may lose confidence in us, and our brand and business may be
harmed.

If we fail to effectively manage the growth of our operations, technology systems, and

infrastructure to service customers and agents, our business could be harmed.

We have experienced rapid and significant growth in recent years that has placed, and may continue

to place, significant demands on our management and our operational and financial infrastructure. For
example, we have grown from 752 employees as of December 31, 2013 to 2,422 employees as of
December 31, 2017. As we continue to grow, our success will depend on our ability to expand, maintain, and
improve technology that supports our business operations, as well as our financial and management
information systems, disclosure controls and procedures, internal controls over financial reporting, and to
maintain effective cost controls. This requires us to commit substantial financial, operational and technical
resources. Our ability to manage these efforts could be affected by many factors, including a lack of
adequate staffing with the requisite expertise and training. If our operational technology is insufficient to
reliably service our customers and agents, then the number of visitors to our website and mobile application
could decrease, agents may not desire to work for us, our customer service and transaction volume could
suffer, and our costs could increase. In addition, our reputation may be negatively affected. Any of these
events could harm our business.

We depend on our senior management team to grow and operate our business, and if we are

unable to hire, retain, manage, and motivate our key personnel, or if our new personnel do not
perform as we anticipate, our business may be harmed.

Our future success depends on our continued ability to identify, hire, develop, manage, motivate,

and retain qualified personnel, particularly those who have specialized skills and experience in technology
fields and the residential brokerage industry. Further, we may not be able to retain the services of our key
employees or other members of senior management in the future. In particular, we are highly dependent on
Glenn Kelman, our Chief Executive Officer, who is critical to our business, consumer-focused mission, and
strategic direction.

We do not have employment agreements other than offer letters with any employee, including our

senior management team, and we do not maintain key person life insurance for any employee. Any changes
in our senior management team may be disruptive to our business. If we fail to retain or effectively replace
members of our senior management team, or if our senior management team fails to work together
effectively and to execute our plans and strategies, our business could be harmed.

Our growth strategy also depends on our ability to expand our organization by attracting and

retaining high-quality personnel, particularly lead agents and experienced technical personnel.
Identifying, recruiting, training, integrating, managing, and motivating talented individuals will require
significant time, expense, and attention. Competition for talent is intense, particularly in many major markets
we serve. In particular, hiring for technical personnel is highly competitive in Seattle and San Francisco,
where substantially all of our technical team is located. If we are unable to effectively attract and retain
qualified personnel, our business could be harmed.

Our dedication to our values and the customer experience may negatively influence our

short-term financial results.

We have taken, and may continue to take, actions that we believe are in the best interests of

customers and the long-term interests of our business, even if those actions do not necessarily maximize
short-term financial results. For instance, we believe we could increase our profitability in the short term by
engaging lead agents as independent contractors and compensating them on transaction value-based
commissions, but instead we employ our lead agents and compensate them based in part on customer
satisfaction. However, this approach may not result in the long-term benefits that we expect, in which case
our business and results of operations could be harmed.

We may need to raise additional capital to grow our business and satisfy our anticipated

future liquidity needs, and we may not be able to raise it on terms acceptable to us, or at all.

Growing and operating our business will require significant cash outlays, liquidity reserves and

capital expenditures and commitments to respond to business challenges, including developing or
enhancing new or existing services and technologies, and expanding our operating infrastructure. If cash on
hand, cash generated from operations, and the net proceeds we received from our initial public offering are
not sufficient to meet our cash and liquidity needs, we may need to seek additional capital, potentially
through debt or equity financings. We may not be able to raise needed cash on terms acceptable to us, or at
all. Such financings may be on terms that are dilutive or potentially dilutive to our stockholders, and the
prices at which new investors would be willing to purchase our securities may be lower than the then-current
market price per share of our common stock. The holders of new securities may also have rights,
preferences, or privileges that are senior to those of existing stockholders. If new financing sources are
required, but are insufficient or unavailable, we may need to modify our growth and operating plans and
business strategies based on available funding, if any, which would harm our ability to grow our business.

We intend to evaluate acquisitions or investments in third-party technologies and
businesses, but we may not realize the anticipated benefits from, and may have to pay substantial
costs related to, any acquisitions, mergers, joint ventures, or investments that we undertake.

As part of our business strategy, we evaluate acquisitions of, or investments in, a wide array of

potential strategic opportunities, including third-party technologies and businesses. We may be unable to
identify suitable acquisition candidates in the future or to make these acquisitions on a commercially
reasonable basis, or at all. Any transactions that we enter into could be material to our financial condition
and results of operations. Such acquisitions may not result in the intended benefits to our business, and we
may not successfully evaluate or utilize the acquired technology, offerings, or personnel, or accurately
forecast the financial effect of an acquisition transaction. The process of integrating an acquired company,
business, technology, or personnel into our own company is subject to various risks and challenges,
including:

•

diverting management time and focus from operating our business to acquisition integration;

disrupting our respective ongoing business operations;

customer and industry acceptance of the acquired company’s offerings;

our ability to implement or remediate the controls, procedures, and policies of the acquired
company;

retaining and integrating acquired employees;

failing to maintain important business relationships and contracts;

liability for activities of the acquired company before the acquisition;

litigation or other claims arising in connection with the acquired company;

impairment charges associated with goodwill and other acquired intangible assets; and

other unforeseen operating difficulties and expenditures.

Our failure to address these risks or other problems we encounter with our future acquisitions and

investments could cause us to not realize the anticipated benefits of such acquisitions or investments, incur
unanticipated liabilities, and harm our business.

If we fail to maintain an effective system of disclosure controls and internal control over

financial reporting, we may not be able to produce timely and accurate financial statements or
comply with applicable regulations. We will incur increased costs as a result of operating as a public
company.

As a public company, particularly after we are no longer an emerging growth company, we will incur
significant legal, accounting, and other expenses that we did not incur as a private company. In addition, the
Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and rules subsequently implemented by the U.S.
Securities and Exchange Commission, or SEC, and The Nasdaq Stock Market, or Nasdaq, have imposed
various requirements on public companies, including establishing and maintaining effective disclosure and
financial controls and corporate governance practices. Our management and other personnel have limited
experience operating a public company, which may result in operational inefficiencies or errors, or a failure to
improve or maintain effective internal control over financial reporting and disclosure controls and procedures
necessary to ensure timely and accurate reporting of operational and financial results. We may need to hire
additional personnel, and our existing management team will need to devote a substantial amount of time to
these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial
compliance costs and will make some activities more time-consuming and costly.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls

and procedures and internal control over financial reporting. Our disclosure controls and other procedures
are designed to ensure that information required to be disclosed by us in the reports that we will file with the
SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and
forms and that information required to be disclosed in reports under the Exchange Act is accumulated and
communicated to our principal executive and financial officers, and we continue to evaluate how to improve
controls. We are also continuing to improve our internal control over financial reporting. In order to maintain
and improve the effectiveness of our disclosure controls and procedures and internal control over financial
reporting, we have expended, and anticipate that we will continue to expend, significant resources, including
accounting-related costs and significant management oversight.

Our current controls and any new controls that we develop may become inadequate because of
changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control
36

over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls
or any difficulties encountered in their implementation or improvement could harm our results of operations
or cause us to fail to meet our reporting obligations and may result in a restatement of our financial
statements for prior periods. Any failure to implement and maintain effective internal control over financial
reporting also could adversely affect the results of periodic management evaluations and annual
independent registered public accounting firm attestation reports regarding the effectiveness of our internal
control over financial reporting that we will eventually be required to include in our periodic reports that will
be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial
reporting could also cause investors to lose confidence in our reported financial and other information, which
would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to
continue to meet these requirements, we may not be able to remain listed on Nasdaq. We are not currently
required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are
therefore not required to make a formal assessment of the effectiveness of our internal control over financial
reporting for that purpose. As a public company, will be required to furnish a report by our management on
our internal control over financial reporting beginning with the fiscal year ending December 31, 2018.

In addition, changing laws, regulations, and standards relating to corporate governance and public

disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs,
and making some activities more time consuming. These laws, regulations and standards are subject to
varying interpretations, in many cases due to their lack of specificity and, as a result, their application in
practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could
result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing
revisions to disclosure and governance practices. We intend to invest resources to comply with evolving
laws, regulations, and standards, and this investment may result in increased general and administrative
expenses and divert management’s time and attention from revenue-generating activities to compliance
activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended
by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory
authorities may initiate legal proceedings against us and our business may be harmed.

Our ability to use net operating losses to offset future taxable income may be limited.

As of December 31, 2017, we had federal net operating loss carryforwards, or NOLs, we may use to

reduce future taxable income or offset income taxes due. The NOLs start expiring in 2025.
Insufficient future taxable income will adversely affect our ability to deploy these NOLs and credit
carryforwards. In addition, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, or
the Code, a corporation that experiences a more-than 50% ownership change over a three-year testing
period is limited in its ability to use its pre-change NOLs and other tax assets to offset future taxable income
or income taxes due. Our existing NOLs and credit carryforwards may be subject to limitations arising from
previous ownership changes; if we undergo an ownership change, then our ability to use our NOLs and
credit carryforwards could be further limited by Section 382 of the Code. Future changes in our stock
ownership, the causes of which may be outside our control, could result in an ownership change under
Section 382 of the Code. Our NOLs may also be impaired under state law. As a result of these limitations,
we may not be able to utilize a material portion of, or possibly any of, the NOLs and credit carryforwards.

Catastrophic events may disrupt our business.

Natural disasters or other catastrophic events may damage or disrupt our operations, local and

regional real estate markets, or the U.S. economy, and thus could harm our business. Our headquarters is
located in Seattle, Washington, an earthquake-prone area. A natural disaster or catastrophic event in Seattle
could interrupt our engineering and financial functions and impair access to internal systems, documents,
and equipment critical to the operation of our business. Many of the major markets we serve, such as the
San Francisco Bay Area and Southern California, are also located in earthquake zones and are susceptible
to natural disasters. Additionally, other significant natural disasters or catastrophic events in any of the major
markets we serve could harm our business.

As we grow, the need for business continuity planning and disaster recovery plans will become

increasingly important. If we are unable to develop adequate plans to ensure that our business functions
continue to operate during and after a disaster, and successfully execute on those plans in the event of a
disaster or emergency, our business could be harmed.

We could be subject to significant losses if banks do not honor our escrow and trust

deposits.

Through Title Forward, our title and settlement services subsidiary, we act as an escrow agent for

numerous customers. As an escrow agent, we receive money from customers to hold until certain conditions
are satisfied. These funds are held as restricted cash on our balance sheet; because we do not have rights
to the cash, a corresponding customer deposit liability in the same amount is recognized in our consolidated
balance sheets in other payables. Upon the satisfaction of the applicable conditions, we release the money
to the appropriate party. Although we deposit this money with various banks, we remain contingently liable
for the disposition of these deposits. The banks may hold a significant amount of these deposits in excess of
the federal deposit insurance limit. If any of our depository banks were to become unable to honor any
portion of our deposits, customers could seek to hold us responsible for such amounts and, if the customers
prevailed in their claims, we could be subject to significant losses.

Risks Relating to Ownership of Our Common Stock

The stock price of our common stock has been and will likely continue to be volatile and may

decline regardless of our performance, and you could lose all or part of your investment.

The market price of our common stock has been and will likely continue to be subject to significant
fluctuations. Some of the factors that may cause the market price to fluctuate include the following, many of
which are beyond our control:

•

overall performance of the equity markets and the performance of technology or real estate
companies in particular;

variations in our results of operations, cash flows, and other financial metrics and non-financial
metrics, and how those results compare to analyst expectations;

changes in the financial projections we may provide to the public or our failure to meet those
projections;

failure of securities analysts to maintain coverage of us, changes in financial estimates by any
securities analysts who follow our company, or our failure to meet these estimates or the
expectations of investors;

recruitment or departure of key personnel;

variations in general market, financial markets, economic, and political conditions in the United
States;

changes in mortgage interest rates;

changes in federal, state, or local tax laws and policies;

variations in the housing market, including seasonal trends and fluctuations;

negative publicity related to the real or perceived quality of our website and mobile application,
as well as the failure to timely launch new products and services that gain market acceptance;

•

rumors and market speculation involving us or other companies in our industry;

announcements by us or our competitors of significant technical innovations, new business
models, or changes in pricing;

acquisitions, strategic partnerships, joint ventures, or capital commitments;

new laws, regulations, or executive orders, or new interpretations of existing laws or regulations
applicable to our business;

changes in MLS or other broker rules and regulations, or new interpretations of rules and
regulations applicable to our business;

lawsuits threatened or filed against us, or unfavorable determinations or settlements in any such
suits;

developments or disputes concerning our intellectual property or our technology, or third- party
proprietary rights;

changes in accounting standards, policies, guidelines, interpretations, or principles;

other events or factors, including those resulting from war, incidents of terrorism, or responses to
these events;

the expiration of any contractual lock-up or market standoff agreements; and

sales of shares of our common stock by us or our stockholders.

In addition, the stock markets have experienced extreme price and volume fluctuations that have
affected and continue to affect the market prices of equity securities of many companies. Stock prices of
many companies, and technology companies in particular, have fluctuated in a manner unrelated or
disproportionate to the operating performance of those companies. In the past, stockholders have instituted
securities class action litigation following periods of market volatility. If we were to become involved in
securities litigation, it could subject us to substantial costs, divert resources and the attention of management
from our business, and harm our business.

If securities or industry analysts do not publish research or publish inaccurate or

unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that
securities or industry analysts publish about us or our business, our market, and our competitors. We do not
have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or
change their opinion of our shares, our share price would likely decline. If one or more of these analysts
cease covering us or fail to regularly publish reports on us, we could lose visibility in the financial markets,
which could cause our share price or trading volume to decline.

Sales of a substantial number of shares of our common stock, or the perception that they

might occur, may cause the price of our common stock to decline.

Sales of a substantial number of shares of our common stock into the public market, particularly

sales by our directors, executive officers, and principal stockholders, or the perception that these sales might
occur, could cause the market price of our common stock to decline.

As of December 31, 2017, there were 81,468,891 shares of our common stock outstanding. All lock-
up restrictions entered into by security holders in connection with our initial public offering in July 2017 have

expired as of the date of this Annual Report on Form 10-K, and all shares of our common stock are available
for sale in the public market, subject in certain cases to volume limitations under Rule 144 under the
Securities Act of 1933, as amended, or the Securities Act, various vesting agreements, as well as our insider
trading policy.

In addition, approximately 13.2 million shares of our common stock that are subject to outstanding

options as of December 31, 2017 will become eligible for sale in the public market to the extent permitted by
the provisions of various vesting agreements, the lock-up agreements, and Rules 144 and 701 under the
Securities Act. We have also registered approximately 9.5 million shares of common stock that we may issue
under our equity compensation plans.

Certain holders of our outstanding common stock have rights, subject to some conditions, to require

us to file registration statements covering their shares or to include their shares in registration statements
that we may file for ourselves or our stockholders.

We cannot predict what effect, if any, sales of our shares in the public market or the availability of

shares for sale will have on the market price of our common stock. However, future sales of substantial
amounts of our common stock in the public market, including shares issued on exercise of outstanding
options, or the perception that such sales may occur, could adversely affect the market price of our common
stock.

We also expect that significant additional capital may be needed in the future to continue our
planned operations. To raise capital, we may sell common stock, convertible securities or other equity
securities in one or more transactions at prices and in a manner we determine from time to time. These
sales, or the perception in the market that the holders of a large number of shares intend to sell shares,
could reduce the market price of our common stock.

We have broad discretion to use the net proceeds from our initial public offering and may not

use them effectively.

Our management has broad discretion in the application of the net proceeds from our initial public

offering. If we do not use the net proceeds effectively, our business, financial condition, results of operations,
and prospects could be harmed, and the market price of our common stock could decline. Pending their use,
we may invest the net proceeds from our initial public offering in short-term, investment-grade, interest-
bearing securities such as money market accounts, certificates of deposit, commercial paper, and
guaranteed obligations of the U.S. government that may not generate a high yield to our stockholders.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to pay
any cash dividends in the foreseeable future. We currently anticipate that for the foreseeable future we will
retain all of our future earnings for the development, operation and growth of our business and for general
corporate purposes. Accordingly, investors must rely on sales of their common stock after price appreciation,
which may never occur, as the only way to realize any future gains on their investments.

Our executive officers, directors, principal stockholders and their affiliates exercise
significant influence over our company, which will limit your ability to influence corporate matters
and could delay or prevent a change in corporate control.

As of December 31, 2017, our executive officers, directors, five percent or greater stockholders and

their respective affiliates own in the aggregate a majority of our common stock. As a result, these
stockholders have the ability to influence us through this ownership position. These stockholders may be
able to determine all matters requiring stockholder approval. For example, these stockholders may be able
to control elections of directors, amendments of our organizational documents, or approval of any merger,
sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition

proposals or offers for our common stock that you may feel are in your best interest as one of our
stockholders. The interests of this group of stockholders may not always coincide with your interests or the
interests of other stockholders and they may act in a manner that advances their best interests and not
necessarily those of other stockholders, including seeking a premium value for their common stock, and
might affect the prevailing market price for our common stock.

We are an emerging growth company, and intend to take advantage of reduced disclosure

requirements applicable to emerging growth companies, which could make our common stock less
attractive to investors.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified

by the Jumpstart Our Business Startups Act of 2012, or JOBS Act. We will remain an emerging growth
company until the earliest to occur of (1) the last day of the fiscal year in which we have total annual gross
revenue of $1.07 billion or more; (2) December 31, 2022 (the last day of the fiscal year ending after the fifth
anniversary of the date of the completion of our initial public offering); (3) the date on which we have issued
more than $1.0 billion in non-convertible debt securities during the prior three-year period; or (4) the date we
qualify as a “large accelerated filer” under the rules of the SEC, which means the market value of our
common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter. For so long as we remain an emerging growth company, we are
permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other
public companies that are not emerging growth companies.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an

extended transition period for complying with new or revised accounting standards. This allows an emerging
growth company to delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or
revised accounting standards and, therefore, we will be subject to the same new or revised accounting
standards as other public companies that are not emerging growth companies.

Provisions in our corporate charter documents and under Delaware or Washington law could

make an acquisition of us, which may be beneficial to our stockholders, more difficult and may
prevent attempts by our stockholders to replace or remove our current management.

Provisions in our restated certificate of incorporation and our restated bylaws may discourage, delay,

or prevent a merger, acquisition, or other change in control of our company that stockholders may consider
favorable, including transactions in which you might otherwise receive a premium for your shares. These
provisions could also limit the price that investors might be willing to pay in the future for shares of our
common stock, thereby depressing the market price of our common stock. In addition, because our board of
directors is responsible for appointing the members of our management team, these provisions may frustrate
or prevent any attempts by our stockholders to replace or remove our current management by making it
more difficult for stockholders to replace members of our board of directors. Among other things, these
provisions:

•

establish a classified board of directors so that not all members of our board are elected at one
time;

permit only the board of directors to establish the number of directors and fill vacancies on the
board;

provide that directors may only be removed “for cause” and only with the approval of two-thirds
of our stockholders;

require super-majority voting to amend some provisions in our restated certificate of
incorporation and restated bylaws;

•

authorize the issuance of “blank check” preferred stock that our board could use to implement a
stockholder rights plan, also known as a “poison pill”;

eliminate the ability of our stockholders to call special meetings of stockholders;

prohibit stockholder action by written consent, which requires all stockholder actions to be taken
at a meeting of our stockholders;

prohibit cumulative voting; and

establish advance notice requirements for nominations for election to our board or for proposing
matters that can be acted upon by stockholders at annual stockholder meetings.

Moreover, we are governed by the provisions of Section 203 of the Delaware General Corporation

Law, or DGCL, which prohibits a person who owns in excess of 15% of our outstanding voting stock from
merging or combining with us for a period of three years after the date of the transaction in which the person
acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in
a prescribed manner. Likewise, because our principal executive offices are located in Washington, the anti-
takeover provisions of the Washington Business Corporation Act may apply to us under certain
circumstances now or in the future. These provisions prohibit a “target corporation” from engaging in any of a
broad range of business combinations with any stockholder constituting an “acquiring person” for a period of
five years following the date on which the stockholder became an “acquiring person.”

Any of these provisions of our charter documents or Delaware or Washington law could, under

certain circumstances, depress the market price of our common stock.

Our restated certificate of incorporation designates the Court of Chancery of the State of

Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be
initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial
forum for disputes with us or our directors, officers, employees, or agents.

Our restated certificate of incorporation provides that, unless we consent in writing to an alternative

forum, the Court of Chancery of the State of Delaware, or the Court of Chancery, will be the sole and
exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of
breach of a fiduciary duty owed by any of our directors, officers, employees, or agents to us or our
stockholders, any action asserting a claim arising pursuant to any provision of the DGCL, our restated
certificate of incorporation or our restated bylaws or any action asserting a claim that is governed by the
internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the
indispensable parties named as defendants therein and the claim not being one that is vested in the
exclusive jurisdiction of a court or forum other than the Court of Chancery or for which the Court of Chancery
does not have subject matter jurisdiction. Any person purchasing or otherwise acquiring any interest in any
shares of our capital stock shall be deemed to have notice of and to have consented to this provision of our
restated certificate of incorporation.

This choice of forum provision may limit our stockholders’ ability to bring a claim in a judicial forum

that it finds favorable for disputes with us or our directors, officers, employees, or agents, which may
discourage such lawsuits against us and our directors, officers, employees, and agents even though an
action, if successful, might benefit our stockholders. Stockholders who do bring a claim in the Court of
Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in
or near Delaware. The Court of Chancery may also reach different judgments or results than would other
courts, including courts where a stockholder considering an action may be located or would otherwise
choose to bring the action, and such judgments or results may be more favorable to us than to our
stockholders. Alternatively, if a court were to find this provision of our restated certificate of incorporation
inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings,

we may incur additional costs associated with resolving such matters in other jurisdictions, which could have
an adverse effect on our business, financial condition or results of operations.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our principal executive office is in Seattle, Washington. The facility currently consists of

approximately 84,000 square feet of space, and will expand to a total of approximately 113,000 square feet
of space in January 2019. Our current lease, entered into in May 2016 and amended and restated in June
2017, expires in August 2027 with two options to extend the lease for an additional seven years each.

We also lease additional office space in Arizona, California, Colorado, Florida, Georgia, Hawaii,
Illinois, Indiana, Kentucky, Maryland, Massachusetts, Minnesota, Missouri, Nebraska, New Jersey, New
York, Nevada, New Mexico, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina,
Tennessee, Texas, Virginia, Washington, Washington, D.C., and Wisconsin. We intend to procure additional
space in the future as we continue to add employees and expand our business. We believe our facilities are
adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative
space will be available to accommodate our operations.

Item 3. Legal Proceedings

From time to time we are involved in litigation, claims, and other proceedings arising in the ordinary

course of our business. Such litigation and other proceedings may include, but are not limited to, actions
relating to employment law and misclassification, intellectual property, commercial or contractual claims,
brokerage or real estate disputes, claims related to the Real Estate Settlement Procedures Act of 1974, the
Fair Housing Act of 1968, or other consumer protection statutes, ordinary-course brokerage disputes like
the failure to disclose property defects, commission disputes, and vicarious liability based upon conduct of
individuals or entities outside of our control, including partner agents and third-party contractor agents.
Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and
unfavorable resolutions could occur. Often these cases raise complex factual and legal issues, which are
subject to risks and uncertainties and could require significant management time and resources. Litigation
and regulatory proceedings could result in unexpected expenses and liabilities, and we cannot predict
whether any resulting expenses or liabilities would have a material adverse effect on our financial position,
results of operations, cash flows, or reputation.

Misclassification

Third-party licensed sales associates filed three lawsuits against us in the Superior Court of the

State of California in 2013 and 2014. Two of the actions, which are pled as “class actions,” were removed
to, and are now pending in, the Northern District of California. One of these cases also includes
representative claims under California’s Private Attorney General Act, Labor Code section 2698 et seq, or
PAGA. The third action is pending in the Los Angeles County Superior Court and asserts representative
claims under PAGA. All three complaints alleged that we had misclassified current and former third-party
licensed sales associates in California as independent contractors and generally seek compensation for
unpaid wages, overtime, and failure to provide meal and rest periods, as well as reimbursement of business
expenses.

In June 2017, we entered into an agreement to settle these lawsuits for an aggregate payment of

$1.8 million. The settlement agreement does not contain any admission of liability, wrongdoing, or
responsibility by any of the parties. The proposed settlement class contemplated by the agreement includes
all current and former third party licensed sales associates we engaged in California from January 16, 2009,

through April 29, 2017. The settlement agreement has received preliminary court approval, but remains
subject to final court approval.

While we believe we have complied with all applicable laws and regulations in classifying the third-

party licensed sales associates as independent contractors, these cases are inherently complex and
subject to many uncertainties. In the event the settlement is not approved, the cases may continue and a
class may be certified. If that happens, there can be no assurance that the plaintiffs will not seek substantial
damage awards, penalties, attorneys' fees, or other remedies.

Item 4. Mine Safety Disclosures

None.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities

Price Range of Common Stock

Our common stock has been listed on The Nasdaq Global Select Market under the symbol “RDFN”

since July 28, 2017. Prior to that date, there was no public trading market for our common stock. The
following table sets forth for the periods indicated the range of high and low sales price per share of our
common stock, as reported on The Nasdaq Global Select Market:

Fiscal Year 2017
Third Quarter (beginning July 28, 2017) ........................................................ $
Fourth Quarter ............................................................................................... $

High

Low

33.49 $

31.32 $

19.29

19.50

Holders of Record

As of December 31, 2017, we had 551 holders of record of our common stock. Because many of
our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are
unable to estimate the total number of stockholders represented by these record holders.

Dividends

We have not declared or paid any cash dividends on our capital stock. We currently intend to retain
any future earnings and do not expect to pay any cash dividends on our common stock for the foreseeable
future. Any determination to pay dividends in the future will be at the discretion of our board of directors,
subject to applicable laws, and will depend on our financial condition, operating results, capital
requirements, general business conditions, and other factors that our board of directors considers relevant

Securities Authorized for Issuance Under Equity Compensation Plans

The information required by this item with respect to our equity compensation plans is incorporated

by reference to our Proxy Statement for the 2018 annual meeting of stockholders to be filed with the SEC
within 120 days of the fiscal year ended December 31, 2017.

Stock Performance Graph

The graph below compares the cumulative total return on our common stock with that of the S&P
500 Index and the RDG Composite Index. The period shown commences on July 28, 2017, and ends on
December 31, 2017, the end of our last fiscal year. The graph assumes an investment of $100 in each of

the above on the close of market on July 28, 2017. The stock price performance graph is not necessarily
indicative of future price performance.

This performance graph is not deemed to be incorporated by reference into any of our other filings

under the Exchange Act, or the Securities Act, except to the extent we specifically incorporate it by
reference into such filing.

Recent Sales of Unregistered Securities

None.

Use of Proceeds

On July 27, 2017, the SEC declared our registration statement on Form S-1 (File No. 333-219093)

effective for our Initial Public Offering, or IPO.

There has been no material change in the planned use of proceeds from our IPO as described in

our final prospectus filed with the SEC on July 28, 2017, pursuant to Rule 424(b)(4).

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6. Selected Financial Data

The following tables summarize our consolidated financial data. We derived our selected

consolidated statements of operations data for the years ended December 31, 2014, 2015, 2016, and
2017, and our selected consolidated balance sheet data as of December 31, 2014, 2015, 2016, and
2017, from our audited consolidated financial statements included elsewhere in this Annual Report on
Form 10-K. The selected consolidated balance sheet data as of December 31, 2014 and 2015 is
derived from our audited consolidated financial statements that are not included in this Annual Report
on Form 10-K. Our historical results are not necessarily indicative of the results to be expected in the
future. You should read the following selected financial data in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated
financial statements, including the accompanying notes included elsewhere in this Annual Report on
Form 10-K.

Year Ended December 31,

2014

2015

2016

2017

(in thousands, except share and per share data)

Consolidated Statements of Operations Data:

Revenue .................................................................................................... $

125,363

187,338

267,196

370,036

Cost of revenue ..........................................................................................

Gross profit ................................................................................................

Operating expenses: ..................................................................................

Technology and development ............................................................

Marketing ...........................................................................................

General and administrative ................................................................

Total operating expenses ..............................................................

93,272

32,091

17,876

15,058

24,240

57,174

138,492

48,846

184,452

82,744

258,216

111,820

27,842

19,899

31,394

79,135

34,588

28,571

42,369

42,532

32,251

53,009

105,528

127,792

Income (loss) from operations ....................................................................

(25,083)

(30,289)

(22,784)

(15,972)

Interest income and other income, net: ......................................................

Interest income .....................................................................................

Other income, net .................................................................................

Total interest income and other income, net ....................................

—

173

258

882

970

Income (loss) before tax benefit (expense) ................................................

(25,036)

(30,236)

(22,526)

(15,002)

Income tax benefit (expense) .....................................................................

306

—

Net income (loss) ....................................................................................... $

(24,730) $

(30,236) $

(22,526) $

(15,002)

Accretion of redeemable convertible preferred stock ................................. $ (101,251) $ (102,224) $

(55,502) $ (175,915)

Net income (loss) attributable to common stock—basic and diluted .......... $ (125,981) $ (132,460) $

(78,028) $ (190,917)

Net income (loss) per share attributable to common stock—basic and
diluted ........................................................................................................ $

(11.76) $

(9.87) $

(5.42) $

(4.47)

Weighted average shares used to compute net income (loss) per share
attributable to common stock—basic and diluted .......................................

10,716,557

13,416,411

14,395,067

42,722,114

(1) Includes stock-based compensation as follows:

Year Ended December 31,

2014

2015

2016

2017

Cost of revenue ......................................................................................... $

1,280

Technology and development ...................................................................

Marketing ..................................................................................................

General and administrative .......................................................................

962

237

2,717

(in thousands)
1,440 $

2,266 $

1,375

298

2,449

2,383

469

3,295

2,902

3,325

487

4,387

Total

..........................................................................................................

5,196

5,562 $

8,413 $

11,101

(2) See Note 8 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for an

explanation of the calculations of our net income (loss) per share attributable to common stock, basic and diluted.

As of December 31,

2014

2015

2016

2017

(in thousands)

Consolidated Balance Sheet Data:

Cash, cash equivalents, and short-term investments ................................ $

112,127

87,341

65,779

208,342

Working capital

.........................................................................................

Total assets ...............................................................................................

Redeemable convertible preferred stock ...................................................

106,196

142,113

497,699

83,234

125,054

599,914

60,445

133,477

655,416

204,349

281,955

—

Total stockholders’ equity (deficit) .............................................................

(370,595)

(495,713)

(563,734)

235,430

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be

read together with our consolidated financial statements, the accompanying notes, and other financial
information included elsewhere in this Annual Report on Form 10-K. The following discussion contains
forward-looking statements that involve risks and uncertainties such as our plans, estimates, and beliefs.
Our actual results could differ materially from those discussed in the forward-looking statements below. The
following discussion also contains information using industry publications that generally state that the
information contained therein has been obtained from sources believed to be reliable, but such information
may not be accurate or complete. We have not independently verified any of the data from third-party
sources nor have we ascertained the underlying economic assumptions relied on therein. We are not
aware of any misstatements regarding the industry, survey or research data provided herein, our estimates
involve risks and uncertainties and are subject to change based upon various factors. Factors that could
cause or contribute to those differences in our actual results and factors that may affect industry, survey or
research data include, but are not limited to, those discussed below and those discussed elsewhere in this
Annual Report on Form 10-K, particularly in the sections “Special Note Regarding Forward-Looking
Statements” above and Part I, Item 1A. “Risk Factors” above.

In the below discussion, we use the term basis points to refer to units of one hundredth of one

percent.

Overview

Redfin is a technology-powered residential real estate brokerage. We represent people buying and
selling homes in over 80 markets throughout the United States. Our mission is to redefine real estate in the
consumer’s favor. In a commission-driven industry, we put the customer first. We do this by pairing our own
agents with our own technology to create a service that is faster, better, and costs less.

We earn substantially all of our revenue helping our customers buy and sell homes. Our key

revenue components are:

• Brokerage Revenue. We earn brokerage revenue from commissions we receive from

representing homebuyers. Traditional brokerage buy-side commissions typically range from
2.5% to 3% of a home’s sale price, depending on the market. We typically return a portion of
this commission to our homebuyer through a commission refund or closing-cost reduction. We
recognize the remaining commission amount as revenue. We also earn revenue from
commissions we receive from representing home sellers. Typical traditional brokerage sell-side
commissions range from 2.5% to 3% of a home’s sale price. Our sell-side commissions, which
we recognize as revenue, are typically 1% to 1.5% of a home’s sale price, depending on the
market and subject to market-by-market minimums.

• Partner Revenue. Through the Redfin Partner Program, we refer customers to partner agents
when we do not have a lead agent available to serve the customer due to high demand or
geographic limitations. Partner agents pay us a fee representing a portion of the commission
they receive when they close a referred transaction. For the years ended December 31, 2015,
2016 and 2017, we gave a portion of this referral fee to the customer in certain circumstances
and recognized the remaining amount as revenue. In December 2017, we stopped giving a
portion of our referral fee to the customer.

• Other Revenue. We offer services beyond helping customers buy and sell homes. For example,
we currently provide title and settlement services in ten states and mortgage services in three
states. We also license data and analytics from Walk Score, our neighborhood walk-ability tool.
We operate an experimental business, Redfin Now, where we buy homes directly from
homeowners and resell them to homebuyers.

We strive to be frugal with every expense, including capital expenditures and stock-based
compensation. At the same time, we intend to continue to invest thoughtfully for long-term growth, with a
focus on growing share in the markets we currently serve. We’ve invested, and expect to continue to invest,
in marketing to promote the Redfin brand and in technology development to make the homebuying and
home selling experience better and faster for our customers and our agents, while continuing to lower costs.

Our growth has been significant. For the years ended December 31, 2015, 2016, and 2017, we

generated revenue of $187.3 million, $267.2 million, and $370.0 million, respectively, representing annual
growth of 49%, 43%, and 38%, respectively. We generated net losses of $30.2 million, $22.5 million, and
$15.0 million for the years ended December 31, 2015, 2016, and 2017, respectively

Initial Public Offering

On August 2, 2017, we completed our initial public offering, or IPO, in which we issued and sold

10,615,650 shares of our common stock (including 1,384,650 shares pursuant to the underwriters' option to
purchase additional shares) at a public offering price of $15.00 per share. The aggregate gross proceeds
were approximately $159.2 million. We received $144.4 million in net proceeds after deducting $11.1 million
of underwriting discounts and commissions and $3.7 million in offering costs. Upon the closing of the IPO,
all of the outstanding shares of our redeemable convertible preferred stock automatically converted into
55,422,002 shares of common stock on a one-for-one basis. Subsequent to the closing of the IPO, there
are no shares of redeemable convertible preferred stock outstanding.

Key Business Metrics

In addition to the measures presented in our consolidated financial statements, we use the
following key metrics to evaluate our business, develop financial forecasts, and make strategic decisions.

Year Ended December 31,

2015

2016

2017

Monthly average visitors (in thousands) ..................................................

11,705

16,215

22,623

Real estate transactions:

Brokerage ..........................................................................................

Partner ...............................................................................................

Total ..............................................................................................

18,586

8,906

27,492

25,868

9,482

35,350

Real estate revenue per real estate transaction:

Brokerage .......................................................................................... $

9,215

9,436

Partner ...............................................................................................

Aggregate ..........................................................................................

Aggregate home value of real estate transactions (in millions)................

1,142

6,600

12,296

1,719

7,366

16,199

35,038

10,755

45,793

9,429

1,971

7,677

21,280

U.S. market share by value .....................................................................

0.44%

0.54%

0.67%

Revenue from top-10 Redfin markets as a percentage of real estate
revenue ...................................................................................................

Average number of lead agents ..............................................................

76%

591

72%

763

69%

1,023

Monthly Average Visitors

The number of, and growth in, visitors to our website and mobile application are important leading
indicators of our business activity because these channels are the primary ways we meet customers. For a
particular period, monthly average visitors refers to the average of the number of unique visitors to our
website and mobile application for each of the months in that period. Monthly average visitors are
influenced by market conditions that affect interest in buying or selling homes, the level and success of our
marketing programs, and seasonality. We believe we can continue to increase monthly visitors, which helps
our growth.

Given the lengthy process to buy or sell a home, a visitor during one month may not convert to a

revenue-generating customer until many months later, if at all.

When we refer to "monthly average visitors" for a particular period, we are referring to the average

number of unique visitors to our website and our mobile application for each of the months in that period, as
measured by Google Analytics, a product that provides digital marketing intelligence. Visitors are tracked by
Google Analytics using cookies, with a unique cookie being assigned to each browser or mobile application
on a device. For any given month, we count all of the unique cookies that visited our website or either our
iOS or Android mobile application during that month; each such unique cookie is a unique visitor. If a person
accesses our mobile application using different devices within a given month, each such mobile device is
counted as a separate visitor for that month. If the same person accesses our website using an anonymous
browser, or clears or resets cookies on his or her device, each access with a new cookie is counted as a
new unique visitor for that month.

Real Estate Transactions

Increasing the number of real estate transactions in which we or our partner agents represent

homebuyers and home sellers is critical to increasing our revenue and, in turn, to achieving profitability.
Real estate transaction volume is influenced by the pricing and quality of our services as well as market
conditions that affect home sales, such as local inventory levels and mortgage interest rates. Real estate
transaction volume is also affected by seasonality and macroeconomic factors. We include a single
transaction twice when we or our partner agents serve both the homebuyer and the home seller of a home.

Real Estate Revenue per Real Estate Transaction

Real estate revenue per real estate transaction, together with the number of real estate

transactions, is a factor in evaluating business growth and determining pricing. Changes in revenue per real
estate transaction can be affected by our pricing, the mix of transactions from homebuyers and home
sellers, changes in the value of homes in the markets we serve, the geographic mix of our transactions, and
the transactions we refer to partner agents.

We generally generate more revenue per real estate transaction from representing homebuyers

than home sellers. From 2015 through 2017, the percentage of brokerage transactions from home sellers
increased from slightly over 25% to slightly over 35%. We expect this trend to continue, because we believe
that representing homes sellers has unique strategic value, including the marketing power of yard signs and
digital marketing campaigns, and the market effect of controlling listing inventory. To keep revenue per
brokerage transactions about the same from year to year, we expect to reduce our commission refund to
homebuyers as more of our brokerage transactions come from home sellers. Based on prior pricing
changes, we believe that home sellers are more sensitive to pricing than homebuyers.

We calculate real estate revenue per real estate transaction by dividing brokerage, partner, or

aggregate revenue, as applicable, by the corresponding number of real estate transactions in any period.

Aggregate Home Value of Real Estate Transactions

The aggregate home value of real estate transactions completed by our lead agents and of the real

estate transactions we refer to partner agents is an important indicator of the health of our business
because our revenue is largely based on a percentage of each home’s sale price. This metric is affected
chiefly by the number of customers we serve, but also by changes in home values in the markets we serve.
We include the value of a single transaction twice when we or our partner agents serve both the homebuyer
and home seller of a transaction.

U.S. Market Share by Value

Increasing our U.S. market share by value is critical to our ability to grow our business and achieve
profitability over the long term. We believe there is a significant opportunity to increase our share in the markets
we currently serve.

We calculate the aggregate value of U.S. home sales by multiplying the total number of U.S. home

sales by the mean sale price of these sales, each as reported by the National Association of Realtors, or
NAR. We calculate our market share by aggregating the home value of real estate transactions conducted
by our lead agents or our partner agents. Then, in order to account for both the sell- and buy-side
components of each transaction, we divide that value by two-times the estimated aggregate value of U.S.
home sales.

Revenue from Top-10 Markets as a Percentage of Real Estate Revenue

Our top-10 markets by real estate revenue are the metropolitan areas of Boston, Chicago, Los

Angeles, Maryland, Orange County, Portland, San Diego, San Francisco, Seattle, and Virginia. We plan to
continue to diversify our growth and to increase our market share in our newer markets. We expect our
revenue from top-10 markets to decline as a percentage of our real estate revenue over time.

Average Number of Lead Agents

The average number of lead agents, in combination with our other key metrics such as the number

of brokerage transactions, is a basis for calculating agent productivity and is one indicator of the potential
future growth of our business. We systematically evaluate traffic to our website and mobile application and

customer activity to anticipate changes in customer demand, helping determine when and where to hire
lead agents.

We calculate the average number of lead agents by taking the average of the number of lead

agents at the end of each month included in the period.

Components of Our Results of Operations

Revenue

We generate revenue primarily from commissions and fees charged on real estate transactions

closed by our lead agents or partner agents.

Real Estate Revenue

Brokerage Revenue—Brokerage revenue consists of commissions earned on real estate

transactions closed by our lead agents. We recognize commission-based revenue on the closing of a
transaction, less the amount of any commission refund or any closing-cost reduction, commission discount,
or transaction-fee adjustment. Brokerage revenue is affected by the number of real estate transactions we
close, the mix of brokerage transactions, home-sale prices, commission rates, and the amount we give to
customers.

Partner Revenue— Partner revenue consists of fees partner agents pay us when they close
referred transactions, less the amount of any payments we make to customers. We recognize these fees as
revenue on the closing of a transaction. Partner revenue is affected by the number of partner transactions
closed, home-sale prices, commission rates, and the amount we give to customers.

Other Revenue

Other revenue consists of fees charged for title and settlement services, mortgage operations,

licensing and analytics fees from our Walk Score service, homes sold by Redfin Now, and other services.
Revenue is recognized when the service is provided. Redfin Now is our experimental new service where we
buy homes directly from homeowners and resell them to homebuyers. Revenue earned from homes
previously purchased by Redfin Now is recorded at closing on a gross basis, representing the sales price of
the home.

Cost of Revenue and Gross Margin

Cost of revenue consists primarily of personnel costs (including base pay and benefits), stock-

based compensation, transaction bonuses, home-touring and field expenses, listing expenses, office and
occupancy expenses, depreciation and amortization related to fixed assets and acquired intangible assets,
and, for Redfin Now, the cost of homes including the purchase price and capitalized improvements. We
expect our personnel expenses to increase as we continue to hire more lead agents to reduce the number
of homebuying customers that each lead agent serves.

Gross profit is revenue less cost of revenue. Gross margin is gross profit expressed as a
percentage of revenue. Our gross margin has and will continue to be affected by a number of factors, but
the most important are real estate revenue per real estate transaction, agent and support-staff productivity,
personnel costs and transaction bonuses, and, for Redfin Now, the cost of homes.

Operating Expenses

Technology and Development

Our primary technology and development expenses are building software for our customers, lead

agents, and support staff to work together on a transaction, and building a website and mobile application to
meet customers looking to move. These expenses consist primarily of personnel costs, stock-based
compensation, data-license expenses, software costs, and equipment and infrastructure costs, such as for
data centers and hosted services. Technology and development expenses also include amortization of
capitalized internal-use software and website and mobile application development costs.

Marketing

Marketing expenses consist primarily of media costs for online and traditional advertising, as well

as personnel costs and stock-based compensation.

General and Administrative

General and administrative expenses consist primarily of personnel costs, stock-based

compensation, facilities costs and related expenses for our executive, finance, human resources, and legal
organizations, depreciation related to the Company's fixed assets, and fees for outside services. Outside
services are principally comprised of external legal, audit, and tax services.

Results of Operations

The following tables set forth our results of operations for the periods presented and as a
percentage of our revenue for those periods. The period-to-period comparisons of our historical results are
not necessarily indicative of the results that may be expected in the future.

Revenue .................................................................................................. $
Cost of revenue(1) ....................................................................................
Gross profit ..............................................................................................

Operating expenses: ...............................................................................
Technology and development(1) ..........................................................
Marketing(1) ........................................................................................
General and administrative(1) .............................................................
Total operating expenses ................................................................

Income (loss) from operations .................................................................

Interest income and other income, net ....................................................

Year Ended December 31,

2015

2016

2017

(in thousands)

187,338

267,196

138,492

48,846

27,842

19,899

31,394

79,135

(30,289)

184,452

82,744

34,588

28,571

42,369

105,528

(22,784)

258

370,036

258,216

111,820

42,532

32,251

53,009

127,792

(15,972)

970

Net income (loss) .................................................................................... $

(30,236) $

(22,526) $

(15,002)

(1) Includes stock-based compensation as follows:

Cost of revenue ....................................................................................... $

Technology and development ..................................................................

Marketing ................................................................................................

General and administrative .....................................................................

Total ................................................................................................... $

Year Ended December 31,

2015

2016

2017

(in thousands)

1,440

1,375

298

2,449

5,562

2,266

2,383

469

3,295

8,413

2,902

3,325

487

4,387

11,101

Revenue ..................................................................................................
Cost of revenue(1) ....................................................................................
Gross profit ..............................................................................................

Income (loss) from operations .................................................................

Interest income and other income, net ....................................................

Net income (loss) ....................................................................................

(1) Includes stock-based compensation as follows:

Year Ended December 31,

2015

2016

2017

(as a percentage of revenue)

100.0 %

73.9

26.1

14.9

10.6

16.7

42.2

(16.1)

—

(16.1)%

69.0

31.0

12.9

10.7

15.9

39.5

(8.5)

0.1

69.8

30.2

11.6

8.7

14.3

34.6

(4.4)

0.3

(8.4)%

(4.1)%

Year Ended December 31,

2015

2016

2017

(as a percentage of revenue)

Cost of revenue .......................................................................................

Technology and development ..................................................................

Marketing ................................................................................................

General and administrative .....................................................................

Total ...................................................................................................

0.8%

0.7

0.2

1.3

3.0%

0.8%

0.9

0.2

1.2

3.1%

0.8%

0.9

0.1

1.2

3.0%

Comparison of the Years Ended December 31, 2016 and 2017

Revenue

Year Ended December 31,

Change

2016

2017

Dollars

Percentage

(in thousands, except percentages)

Real estate revenue:

Brokerage revenue .............................................. $

Partner revenue ...................................................

Total real estate revenue ...................................

Other revenue ........................................................

Revenue .............................................................. $

244,079

16,304

260,383

6,813

267,196

330,372

21,198

351,570

18,466

86,293

4,894

91,187

11,653

370,036

102,840

35 %

171

Percentage of revenue

Real estate revenue:

Brokerage ............................................................

Partner revenue ...................................................

Total real estate revenue ...................................

Other revenue ........................................................

Revenue ..............................................................

89.3%

5.7

95.0

5.0

100.0%

91.4%

6.1

97.5

2.5

100.0%

In 2017, revenue increased by $102.8 million, or 38%, as compared with 2016. Brokerage revenue
represented $86.3 million, or 84%, of the increase. Brokerage revenue grew 35% during the period, driven
by a 35% increase in brokerage real estate transactions and offset by a 0.1% decrease in real estate
revenue per brokerage transaction. The increase in brokerage transactions was attributable to higher levels
of customer awareness of Redfin and increasing customer demand. Other revenue increased $11.7 million,
or 171%, as compared with 2016. $10.5 million of the $11.7 million increase was attributed to Redfin Now.
There was no Redfin Now revenue in 2016.

Cost of Revenue and Gross Margin

Year Ended December 31,

Change

2016

2017

Dollars

Percentage

(in thousands, except percentages)

Cost of revenue ......................................................

Real estate ........................................................ $

Other .................................................................

Total cost of revenue.................................... $

176,408

8,044

184,452

Gross profit .............................................................

Real estate ........................................................ $

Other .................................................................

Total gross profit .......................................... $

Gross margin (percentage of revenue) ...................

Real estate ........................................................

Other .................................................................

Total gross margin .......................................

83,975

(1,231)

82,744

32.3%

(18.1)

31.0

237,832

20,384

258,216

113,738

(1,918)

111,820

32.4%

(10.4)

30.2

61,424

12,340

73,764

29,763

(687)

29,076

35 %

153

35 %

In 2017, total cost of revenue increased by $73.8 million, or 40%, as compared with 2016. This
increase in cost of revenue was primarily attributable to a $27.1 million increase in personnel costs and
stock-based compensation due to increased lead agent and related support-staff headcount, a $15.6 million
increase in transaction bonuses, an $11.9 million increase in home-touring and field costs and a $9.5 million
increase in the cost of homes purchased through Redfin Now.

Total gross margin decreased 75 basis points for 2017 as compared with 2016.

In 2017, real estate gross margin increased 10 basis points as compared with 2016. This was
primarily attributable to a 38 basis-point decrease in transaction bonuses, a 12 basis-point decrease in
operating expenses, and a 10 basis-point decrease in personnel costs and stock-based compensation,
each as a percentage of revenue. This was partially offset by a 29 basis-point increase in office and
occupancy expenses and a 23 basis-point increase in home-touring and field costs, each as a
percentage of revenue.

In 2017, other gross margin increased 769 basis points as compared with 2016. The year-over-

year change was impacted by the introduction of Redfin Now, which includes the cost of homes in the
cost of revenue. This other gross margin increase was primarily attributable to a 2,952 basis-point
decrease in personnel costs and stock-based compensation, an 1,860 basis-point decrease in operating
expenses, a 584 basis-point decrease in depreciation and amortization and a 541 basis-point decrease
in office and occupancy expenses, each as a percentage of revenue. This was partially offset by a 5,156
basis-point increase in the cost of homes, resulting from the sale of homes purchased through Redfin
Now.

Operating Expenses

Year Ended December 31,

Change

2016

2017

Dollars

Percentage

(in thousands, except percentages)

Technology and development ................................. $

34,588

42,532

Marketing ...............................................................

General and administrative .....................................

28,571

42,369

32,251

53,009

Total operating expenses .................................. $

105,528

127,792

7,944

3,680

10,640

22,264

23%

Percentage of revenue

Technology and development .................................

Marketing ...............................................................

General and administrative .....................................

Total operating expenses ..................................

12.9%

10.7

15.9

39.5%

11.6%

8.7

14.3

34.6%

In 2017, technology and development expenses increased by $7.9 million, or 23%, as compared
with 2016. The increase was primarily attributable to a $7.1 million increase in personnel costs and stock-
based compensation due to increased headcount and a $0.5 million increase in outside services including
cloud-based technology.

In 2017, marketing expenses increased by $3.7 million, or 13%, as compared with 2016. The

increase was primarily attributable to a $3.7 million increase in marketing media costs as we expanded
advertising. Personnel costs and stock-based compensation were flat as compared with 2016.

In 2017, general and administrative expenses increased by $10.6 million, or 25%, as compared

with 2016. The increase was attributable to a $6.4 million increase in personnel costs and stock-based
compensation, largely the result of increases in headcount to support continued growth, a $1.6 million
increase in outside services expenses, and a $1.5 million increase in occupancy and office expenses.
Included in the 2016 expenses is $1.8 million related to the proposed settlement of three lawsuits, as
described in Note 10 to our consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.

Comparison of the Years Ended December 31, 2015 and 2016

Revenue

Real estate revenue:

Year Ended December 31,

Change

2015

2016

Dollars

Percentage

(in thousands, except percentages)

Brokerage revenue .............................................. $

171,276

244,079

Partner revenue ...................................................

Total real estate revenue ...................................

Other revenue ........................................................

10,170

181,446

5,892

16,304

260,383

6,813

Revenue .............................................................. $

187,338

267,196

72,803

6,134

78,937

921

79,858

43 %

Percentage of revenue

Real estate revenue:

Brokerage revenue ..............................................

Partner revenue ...................................................

Total real estate revenue ...................................

Other revenue ........................................................

Revenue ..............................................................

91.5%

5.4

96.9

3.1

100.0%

91.4%

6.1

97.5

2.5

100.0%

In 2016, revenue increased by $79.9 million, or 43%, as compared with 2015. Brokerage revenue

represented $72.8 million, or 91%, of the increase. Brokerage revenue also grew 43% during the period,

driven by a 39% increase in brokerage real estate transactions and a 2% increase in real estate revenue
per brokerage transaction. The increase in brokerage transactions was attributable to higher levels of
customer awareness of Redfin and increasing customer demand and market share in most of our markets.

In late 2015, we reduced the amount of our average commission refund or closing-cost adjustment

by approximately $550. This change in pricing positively affected our real estate revenue per brokerage
transaction in early 2016 as those transactions began to close. In early 2016, we changed pricing and the
structure of the Redfin Partner Program. Instead of paying 15% of the commissions partner agents earned
through the program to us, partner agents began paying us 30%. At the same time, we began directly
issuing a $500 check to certain partner program customers, partially offsetting the increase in referral fees
paid by partner agents. These changes to our partner program positively affected our real estate revenue
per partner transaction in 2016. At the end of 2017, we discontinued issuing the $500 check to partner
program customers entirely.

Cost of Revenue and Gross Margin

Year Ended December 31,

Change

2015

2016

Dollars

Percentage

(in thousands, except percentages)

Cost of revenue ......................................................

Real estate ........................................................ $

Other .................................................................

Total cost of revenue.................................... $

131,522

6,970

138,492

Gross profit .............................................................

Real estate ........................................................ $

Other .................................................................

Total gross profit .......................................... $

Gross margin (percentage of revenue) ...................

Real estate ........................................................

Other .................................................................

Total gross margin .......................................

49,924

(1,078)

48,846

27.5%

(18.3)

26.1

176,408

8,044

184,452

83,975

(1,231)

82,744

32.3%

(18.1)

31.0

44,886

1,074

45,960

34,051

(153)

33,898

34 %

68 %

In 2016, cost of revenue increased by $46.0 million, or 33%, as compared with 2015. This increase
in cost of revenue was primarily attributable to a $17.9 million increase in personnel costs due to increased
lead agent and related support staff headcount, a $13.3 million increase in transaction bonuses, and a $8.1
million increase in home touring and field costs.

Gross margin increased 489 basis points for 2016 as compared with 2015. This was primarily
attributable to a 253 basis-point reduction in personnel costs and a 77 basis-point reduction in home-touring
and field costs, each as a percentage of revenue.

Operating Expenses

Year Ended December 31,

Change

2015

2016

Dollars

Percentage

(in thousands, except percentages)

Technology and development ................................. $

27,842

34,588

Marketing ...............................................................

General and administrative .....................................

19,899

31,394

28,571

42,369

Total operating expenses .................................. $

79,135

105,528

6,746

8,672

10,975

26,393

24%

Percentage of revenue

Technology and development .................................

Marketing ...............................................................

General and administrative .....................................

Total operating expenses ..................................

14.9%

10.6

16.7

42.2%

12.9%

10.7

15.9

39.5%

In 2016, technology and development expenses increased by $6.7 million, or 24%, as compared
with 2015. The increase was primarily attributable to a $5.4 million increase in personnel costs and stock-
based compensation due to increased headcount. The increase was also due to a $0.9 million increase in
office and occupancy expenses. The increase was partially offset by a $0.3 million decrease due to reduced
use of contract software developers.

In 2016, marketing expenses increased by $8.7 million, or 44%, as compared with 2015. The

increase was primarily attributable to a $9.4 million increase in marketing media costs as we expanded
advertising, partially offset by a $0.9 million decrease in personnel costs.

In 2016, general and administrative expenses increased by $11.0 million, or 35%, as compared with

2015. The increase was attributable to a $4.5 million increase in personnel costs, largely the result of
increases in headcount to support continued growth and a $1.0 million increase in occupancy and office
expenses. Included in the 2016 expenses is $1.8 million related to the proposed settlement of three
lawsuits, as described in Note 10 to our consolidated financial statements included elsewhere in this Annual
Report on Form 10-K.

Quarterly Results of Operations and Key Business Metrics

The following tables set forth our unaudited quarterly statements of operations data for each of the

nine quarters in the period ended December 31, 2017, as well as the percentage that each line item
represents of our revenue for each quarter presented. The information for each quarter has been prepared
on a basis consistent with our audited consolidated financial statements included elsewhere in this 10-K,
and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary
for a fair presentation of the financial information contained in those statements. Our historical results are
not necessarily indicative of the results that may be expected in the future. The following quarterly financial
data should be read in conjunction with our audited consolidated financial statements included elsewhere in
this 10-K.

Quarterly Results

Dec. 31,
2015

Mar. 31,
2016

June 30,
2016

Sep. 30,
2016

Dec. 31,
2016

Mar. 31,
2017

June 30,
2017

Sep. 30,
2017

Dec. 31,
2017

Three Months Ended

Revenue .................................................... $ 45,733
Cost of revenue(1) ......................................
Gross profit ................................................

35,018

10,715

(in thousands)

$ 41,636

$ 77,714

$ 81,064

$ 66,782

$ 59,868

$104,935

$109,479

$ 95,754

38,505

3,131

50,303

27,411

50,147

30,917

45,497

21,285

53,492

6,376

67,975

36,960

70,166

39,313

66,583

29,171

Operating expenses:

Technology and development(1) ...........
Marketing(1) ..........................................
General and administrative(1)...............
Total ...............................................

7,459

4,888

7,157

19,504

7,898

9,211

10,385

27,494

Income (loss) from operations ...................

(8,789)

(24,363)

Interest income and other income, net ......

8,060

8,486

9,526

26,072

1,339

9,781

5,436

10,037

25,254

5,663

8,849

5,438

12,421

26,708

9,672

10,459

14,367

34,498

(5,423)

(28,122)

10,090

10,132

12,466

32,688

4,272

11,483

5,588

11,995

29,066

10,247

311

11,287

6,072

14,181

31,540

(2,369)

571

Net income (loss)....................................... $ (8,771) $ (24,279) $

1,388

$ 5,700

$ (5,335) $(28,066) $

4,304

$ 10,558

$ (1,798)

(1) Includes stock-based compensation as follows:

Dec. 31,
2015

Mar. 31,
2016

June
30, 2016

Sep. 30,
2016

Dec. 31,
2016

Mar. 31,
2017

June 30,
2017

Sep. 30,
2017

Dec. 31,
2017

Three Months Ended

(in thousands)

Cost of revenue ......................................... $

Technology and development ...................

Marketing ..................................................

General and administrative .......................

455

404

568

518

539

110

654

525

559

112

718

546

555

114

940

677

730

133

983

714

731

119

699

751

123

715

819

121

1,117

1,065

1,054

774

1,024

124

1,151

Total .................................................... $ 1,517

$ 1,821

$ 1,914

$ 2,155

$ 2,523

$ 2,681

2,638

$ 2,709

$ 3,073

Dec. 31,
2015

Mar. 31,
2016

June
30, 2016

Sep. 30,
2016

Dec. 31,
2016

Mar. 31,
2017

June 30,
2017

Sep. 30,
2017

Dec. 31,
2017

Three Months Ended

(as a percentage of revenue)

Revenue ....................................................

100.0 % 100.0 %

100.0%

100.0% 100.0 % 100.0 %

100.0%

100.0% 100.0 %

Cost of revenue(1) .....................................

Gross profit ................................................

Operating expenses:

Technology and development(1) .........

Marketing(1) ........................................

General and administrative(1) .............

Total ...............................................

76.6

23.4

16.3

10.7

15.6

42.6

92.5

7.5

19.0

22.1

24.9

66.0

Income (loss) from operations ...................

(19.2)

(58.5)

Interest income and other income, net ......

—

0.2

64.7

35.3

10.4

10.9

12.3

33.6

1.7

0.1

61.9

38.1

12.1

6.7

12.3

31.1

7.0

—

68.1

31.9

13.3

8.1

18.6

40.0

(8.1)

0.1

89.3

10.7

16.2

17.5

24.0

57.7

(47.0)

0.1

64.8

35.2

9.6

9.7

11.8

31.1

4.1

—

64.1

35.9

10.5

5.1

11.0

26.6

9.3

0.3

69.5

30.5

11.8

6.3

14.9

33.0

(2.5)

0.6

Net income (loss).......................................

(19.2)%

(58.3)%

1.8%

7.0%

(8.0)%

(46.9)%

4.1%

9.6%

(1.9)%

(1) Includes stock-based compensation as follows:

Dec. 31,
2015

Mar. 31,
2016

June
30, 2016

Sep. 30,
2016

Dec. 31,
2016

Mar. 31,
2017

June
30, 2017

Sep. 30,
2017

Dec. 31,
2017

Three Months Ended

(as a percentage of revenue)

Cost of revenue ..........................................

1.0%

1.2%

0.7%

1.0%

1.2%

0.7%

0.8%

Technology and development .....................

Marketing ....................................................

General and administrative .........................

0.9

0.2

1.2

1.3

0.3

1.6

0.7

0.1

0.9

0.7

0.1

1.2

1.1

0.2

1.5

1.2

0.2

1.9

0.7

0.1

1.0

0.7

0.1

1.0

1.1

0.1

1.2

Total ......................................................

3.3%

4.4%

2.4%

2.7%

3.8%

4.5%

2.5%

3.2%

Revenue for the periods above has followed a seasonal pattern consistent with the residential real
estate industry. Accordingly, revenue in 2016 and 2017 increased sequentially from the first quarter through
the third quarter. Revenue in the fourth quarters of 2016 and 2017, as well as the first quarters of 2016 and
2017, declined sequentially.

Cost of revenue has also reflected seasonality. Cost of revenue in 2016 and 2017 increased

sequentially from the first quarter through the second quarter. In the third quarter of 2016, cost of revenue
decreased sequentially as we kept the average number of lead agents flat with the second quarter. In the
third quarter of 2017, cost of revenue increased sequentially as we continued to hire lead agents and our
Redfin Now business grew. In the fourth quarters of 2016 and 2017, the cost of revenue declined
sequentially due to lower real estate transaction volume.

Technology and development expenses are influenced period to period by the timing of

development project expenses, including the additional use of contract software developers as well as the
utilization of interns, who typically work with the company during the third quarter. Marketing expenses are
influenced by seasonal factors and the timing of advertising campaigns. We typically spend more on
advertising during the first half of the year than the second half of the year.

Quarterly Key Business Metrics

Three Months Ended

Dec. 31,
2015

Mar. 31,
2016

June 30,
2016

Sep. 30,
2016

Dec. 31,
2016

Mar. 31,
2017

June 30,
2017

Sep. 30,
2017

Dec. 31,
2017

Monthly average visitors (in thousands) ......

11,142

13,987

17,021

17,795

16,058

20,162

24,400

24,518

21,377

Real estate transactions: .............................

Brokerage ..............................................

Partner ...................................................

Total .......................................................

4,510

2,273

6,783

4,005

1,936

5,941

7,497

2,602

7,934

2,663

10,099

10,597

6,432

2,281

8,713

5,692

2,041

7,733

10,221

2,874

10,527

3,101

8,598

2,739

13,095

13,628

11,337

Real estate revenue per real estate
transaction:

Brokerage .............................................. $ 9,242

$ 9,485

$ 9,524

$ 9,333

$ 9,428

$ 9,570

$ 9,301

$ 9,289

$ 9,659

Partner ...................................................

1,177

1,224

1,633

1,932

1,991

1,911

1,945

1,960

2,056

Aggregate .............................................. $ 6,539

$ 6,793

$ 7,491

$ 7,474

$ 7,481

$ 7,548

$ 7,687

$ 7,621

$ 7,822

Aggregate home value of real estate
transactions (in millions) .............................. $ 2,984
U.S. market share by value .........................

0.46%

Revenue from top-10 Redfin markets as a
percentage of real
estate revenue .............................................

73%

Average number of lead agents...................

667

$ 2,599

$ 4,684

$ 4,898

$ 4,018

$ 3,470

$ 6,119

$ 6,341

$ 5,350

0.48%

0.53%

0.57%

0.56%

0.58%

0.64%

0.71%

71%

743

74%

756

72%

756

71%

796

68%

69%

935

1,010

1,028

1,118

Similar to our revenue, monthly average visitors to our website and mobile application has typically

followed a seasonal pattern, increasing sequentially in 2016 and 2017 from the first quarter through the third
quarter. Monthly average visitors fell sequentially during the fourth quarters of 2016 and 2017 following
seasonality.

Liquidity and Capital Resources

On August 2, 2017, we closed our IPO of 10,615,650 shares of our common stock at a public

offering price of $15.00 per share. We received approximately $144.4 million in net proceeds after
deducting underwriting discounts and commission, and offering costs.

Prior to our IPO, our principal sources of liquidity were the net proceeds we received through

private sales of our equity securities. From our inception through our IPO, we completed several rounds of
sales of shares of our redeemable convertible preferred stock to investors, with total gross proceeds of
approximately $167.5 million.

In the first quarter of 2017, we introduced Redfin Mortgage to originate and underwrite mortgage

loans, and began testing a new service called Redfin Now, where we buy homes directly from home sellers,
intending to resell those homes. To date, neither business has had a material impact on our liquidity. As of
December 31, 2017, we held $3.4 million of home inventory. If we decide to significantly expand these new
product offerings, we may seek to raise additional capital through equity, equity-linked, or debt-financing
arrangements to fund this expansion. We cannot assure you that any additional financing will be available
to us on acceptable terms or at all.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

Year Ended December 31,

2015

2016

2017

(in thousands)

Net cash provided by (used in) operating activities ................................. $

(22,221) $

(9,352) $

Net cash used in investing activities ........................................................

Net cash provided by financing activities ................................................. $

(4,567)

3,545

(13,567)

1,744

5,355

(10,364)

149,822

Cash Flows from Operating Activities

Net cash provided by operating activities in 2017 consisted of $15.0 million of net losses, an $18.3

million positive impact from non-cash items, an $8.4 million reduction in miscellaneous receivables when
the landlord for our Seattle headquarters office reimbursed us for tenant improvements, and a $4.9 million
net increase in accrued expenses and accounts payable due to the timing of when amounts came due.
These benefits were partially offset by a $4.2 million increase in prepaid expenses, the introduction of $3.4
million in home purchases from testing Redfin Now, a $2.7 million increase in accrued revenue due to the
collection and timing of real estate transactions that had closed, and $1.9 million in mortgage loans funded
but not yet sold.

Net cash used in operating activities in 2016 consisted of $22.5 million of net losses, a $14.7 million
positive impact from non-cash items, a $7.2 million net increase in accrued expenses and accounts payable
due to the timing of when amounts came due, and a $2.2 million decrease in prepaid expenses. These
benefits were partially offset by a $6.0 million increase in other long-term assets, including a $5.4 million
deposit with the landlord for our new Seattle headquarters office space. We also incurred a $5.0 million
increase in accrued revenue due to the collection and timing of real estate transactions that closed.

Net cash used in operating activities in 2015 consisted of $30.2 million of net losses, a $10.0 million

positive impact from non-cash items, and a $3.9 million increase in accrued expenses due to the timing of
when amounts came due. These benefits were partially offset by a $4.0 million increase in prepaid
expenses, and a $2.7 million increase in accrued revenue due to the collection and timing of real estate
transactions that had closed.

Cash Flows from Investing Activities

Net cash used in investing activities in 2017 consisted of $12.1 million of fixed asset purchases,

including $6.5 million of leasehold improvements, equipment and furnishings for our new Seattle
headquarters office space and $4.4 million of capitalized software development expenses. This was
partially offset by a net $1.8 million from the sale and maturity of short-term investments.

Net cash used in investing activities in 2016 consisted of $13.6 million of fixed asset purchases,
including $8.0 million of construction in progress for our new Seattle headquarters office space and $3.2
million of capitalized software development expenses.

Net cash used in investing activities in 2015 consisted of $4.6 million of purchases of fixed assets,

including internal use software development.

Cash Flows from Financing Activities

Net cash provided by financing activities in 2017 consisted of $144.5 million in net proceeds from
our IPO, $3.0 million in proceeds from the exercise of stock options and $2.0 million in net borrowing from
our warehouse credit facilities for mortgage origination.

Net cash provided by financing activities in 2016 consisted of $1.5 million in proceeds from the

exercise of stock options.

Net cash provided by financing activities in 2015 consisted of $1.7 million from proceeds from the

exercise of stock options.

Contractual Obligations

Contractual obligations are cash amounts that we are obligated to pay as part of certain contracts

that we have entered into during the normal course of business. Below is a table that shows our contractual
obligations as of December 31, 2017:

Payments Due by Period:

Total

Less than 1 Year

1-3 Years

3-5 Years

More Than 5 Years

(in thousands)

Operating leases ................. $

58,740

7,595

15,282

13,453

Purchase obligations ...........

5,106

3,003

2,103

—

Total ............................... $

63,846

10,598

17,385

13,453

22,410

—

22,410

In May 2016, we entered into a lease for a new corporate headquarters in Seattle, Washington,

which was subsequently amended and restated in June 2017. This amendment had no effect on our
contractual obligations. The minimum lease payments total $43.8 million, which will be due over 133
months, beginning in mid-2017 and lasting through 2027.

Our purchase obligations primarily relate to the noncancelable portion of commitments related to

our network infrastructure and annual employee meeting. We do not include in the table above obligations
under contracts that we can cancel without significant penalty. We also include the purchase prices of
homes that we are under contract to purchase through Redfin Now but that have not yet closed. There were
three such homes as of December 31, 2017.

Critical Accounting Policies and Estimates

Discussion and analysis of our financial condition and results of operations are based on our
financial statements, which have been prepared in accordance with GAAP. Preparing these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets and
liabilities and related disclosure of contingent assets and liabilities, revenue, and expenses at the date of

the financial statements. Generally, we base our estimates on historical experience and on various other
assumptions in accordance with GAAP that we believe to be reasonable under the circumstances. Actual
results may differ from these estimates under different assumptions or conditions.

Critical accounting policies and estimates are those that we consider the most important to the

portrayal of our financial condition and results of operations because they require our most difficult,
subjective, or complex judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain. Our critical accounting policies and estimates include those related to
revenue recognition and stock-based compensation.

Revenue Recognition

Revenue primarily consists of commissions and fees charged on each real estate transaction

completed by us or our partner agents. We recognize commission-based brokerage revenue upon closing
of a real estate transaction, net of any commission refund, closing-cost adjustment, commission discount or
transaction fee adjustment. Partner revenue consists of fees earned by referring customers to partner
agents. Partner revenue is earned and recognized when partner agents close a referred transaction, net of
any refund provided to customers. Revenue earned from selling homes previously purchased by Redfin
Now is recorded at closing on a gross basis, representing the sales price of the home.

Revenue earned but not received is recorded as accrued revenue on the accompanying
consolidated balance sheets. Fees and revenue from other services are recognized when the service is
provided. We have completed our analysis of the new revenue standard, Revenue from Contracts with
Customers (Topic 606), and determined the adoption will not have a material impact on our financial
statements. For further discussion of the new revenue standard, please see Note 1 to our consolidated
financial statements included elsewhere in Annual Report on Form 10-K.

Stock-based Compensation

Stock-based compensation is measured at the grant date based on the fair value of the award and
is recognized as expense, net of estimated forfeitures, over the requisite service period, which is generally
the vesting period of the respective award.

Determining the fair value of stock options at the grant date is highly complex and subjective and

requires significant judgment. We use the Black-Scholes-Merton option-pricing model to determine the fair
value of stock options, the output of which is affected by a number of variables.

These variables include the fair value of our common stock, our expected common stock price

volatility over the expected life of the options, expected term of the stock option, risk-free interest rates and
expected dividends, which are estimated as follows:

• Fair Value of Our Common Stock. Prior to our IPO, the fair value of the shares of our common
stock underlying stock options was established by our board of directors with the assistance of
an independent third-party valuation firm. Because there was no public market for our common
stock, our board of directors has relied on this independent valuation and other factors to
establish the fair value of our common stock at the time of grant of the option.

• Expected Life. The expected term was estimated using the simplified method allowed under

SEC guidance.

• Volatility. Prior to our IPO, the expected stock price volatility for our common stock was

estimated by taking the average historical price volatility for industry peers based on daily price
observations. Industry peers consist of several public companies in the real estate brokerage
and technology industries. In 2015, we changed the group of industry peers due to external
mergers and acquisitions in the real estate industry.

• Risk-Free Rate. The risk-free interest rate is based on the yields of U.S. Treasury securities

with maturities similar to the expected term of the options for each option group.

• Dividend Yield. We have never declared or paid any cash dividends and do not presently plan
to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend
yield of zero.

On January 1, 2017, we adopted Accounting Standards Update, or ASU, 2016-09 and elected to

book forfeitures as they occur, using the modified retrospective approach through a cumulative-effect
adjustment of approximately $0.5 million to beginning accumulative deficit. The adoption of this guidance
did not have a material impact on our financial position, results of operations or cash flows.

In late 2017, we began issuing restricted stock units (RSUs) as the primary form of equity
compensation for our employees. Compensation cost for restricted stock units is measured at the fair value
on the grant date and recognized as expense over the related service period.

Valuation of Common Stock and Redeemable Convertible Preferred Stock

Prior to our IPO, given the absence of a public trading market for our common stock, and in
accordance with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately
Held Company Equity Securities Issued as Compensation, our board of directors exercised reasonable
judgment and considered numerous and subjective factors to determine the best estimate of fair value of
our common stock, including the following:

•

contemporaneous unrelated third-party valuations of our common stock;

the prices at which we sold shares of our redeemable convertible preferred stock to outside
investors in arm’s-length transactions;

the rights, preferences, and privileges of our redeemable convertible preferred stock relative to
those of our common stock;

our results of operations, financial position and capital resources;

current business conditions and projections;

the lack of marketability of our common stock;

the hiring of key personnel and the experience of our management;

the fact that the option grants involve illiquid securities in a private company;

the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our
company, given the prevailing market conditions;

industry trends and competitive environment;

trends in the U.S. residential real estate market; and

overall economic indicators, including gross domestic product, employment, inflation, and
interest rates.

We performed valuations of our common stock that took into account the factors described above
and used a combination of valuation methods as deemed appropriate under the circumstances applicable

at the valuation date to determine our business enterprise value, or BEV, including the following
approaches:

• The market approach estimates value based on a comparison of the subject company to

comparable public companies in a similar line of business. To determine our peer group of
companies, we considered a combination of public enterprises using Internet-based technology
and incurring similar costs to deliver services and selected those that are similar in business
operations, products, size, growth, financial performance, and geographic location. From the
comparable companies, a representative market value multiple is determined, which is applied
to the subject company’s operating results to estimate the value of the subject company. The
market value multiple was determined based on consideration of revenue multiples and
earnings before interest, taxes, depreciation and amortization, or EBITDA, and gross margin to
each of the companies’ last 12-month revenue and the next fiscal year 12-month revenue. The
multiples are calculated and then applied to the business being valued. The estimated value is
then discounted by a non-marketability factor (discount for lack of marketability) due to the fact
that stockholders of private companies do not have access to trading markets similar to those
enjoyed by stockholders of public companies, which affects liquidity.

• The income approach estimates value based on the expectation of future cash flows that a

company will generate over a discrete projection period, as well as for the terminal period. The
projected free cash flows include earnings before interest and taxes, less taxes, plus
depreciation and amortization, less capital expenditures plus an increase or decrease in
working capital. These future cash flows are discounted to their present values using a discount
rate derived from an analysis of the cost of capital of comparable publicly traded companies in
similar lines of business as of each calculations date and is adjusted to reflect the risks inherent
in our cash flows. In addition, we also consider an appropriate discount adjustment to recognize
the lack of marketability due to being a private company.

• The prior sale of company stock approach estimates value by considering any prior arm’s

length sales of our equity. When considering prior sales of our equity, the valuation considers
the size of the equity sale, the relationship of the parties involved in the transaction, the timing
of the equity sale, and our financial condition at the time of the sale.

Once the equity value is determined, one of the following methods was used to allocate the BEV to

each of our classes of stock: (1) the option pricing method, or OPM; (2) a probability weighted expected
return method, or PWERM; (3) the current value method, or CVM; or (4) the hybrid method, which is a
hybrid between the OPM, PWERM or CVM methods.

The OPM treats common stock and preferred stock as call options on a business, with exercise
prices based on the liquidation preference of the preferred stock. Therefore, the common stock only has
value if the funds available for distribution to the holders of common stock exceeds the value of the
liquidation preference of the preferred stock at the time of a liquidity event, such as a merger, sale, or initial
public offering, assuming the business has funds available to make a liquidation preference meaningful and
collectible by stockholders. The common stock is modeled as a call option with a claim on the business at
an exercise price equal to the remaining value immediately after the preferred stock is liquidated. The OPM
uses the Black-Scholes-Merton option pricing model to price the call option.

The PWERM employs various market approach calculations depending upon the likelihood of

various liquidation scenarios. For each of the various scenarios, an equity value is estimated and the rights
and preferences for each stockholder class are considered to allocate the equity value to common shares.
The common share value is then multiplied by a discount factor reflecting the calculated discount rate and
the timing of the event. Lastly, the common share value is multiplied by an estimated probability for each
scenario. The probability and timing of each scenario are based on discussions between our board of
directors and our management team. Under the PWERM, the value of our common stock is based upon
possible future exit events for our company.

The CVM allocates the enterprise value derived from one or more of the methods described above

to the various series of a company’s preferred stock based on their respective liquidation preferences or
conversion values, in accordance with the terms of the prevailing certificate of incorporation, assuming that
each class of stock takes the course of action that maximizes its return. The fundamental assumption of this
method is that the manner in which each class of preferred stockholders will exercise its rights and achieve
its return is determined based on the enterprise value as of the valuation date and not at some future date.
Accordingly, depending upon the equity value and the nature and amount of the various liquidation
preferences, preferred stockholders will participate in equity value allocation either as holders of preferred
stock or, if conversion would provide them with better economic results, as holders of common stock. We
utilized CVM to account for certain secondary transactions involving our common stock. Specifically, we
considered pricing, investor participation, visibility of information between the parties, and the purpose and
size of the transaction.

Following our IPO, we have relied on the closing price of our common stock as reported by The

NASDAQ Global Select Market on the date of grant to determine the fair value of our common stock.

Income Taxes

Income taxes are accounted for using an asset and liability approach that requires the recognition

of deferred tax assets and liabilities for the expected future tax consequences of temporary differences
between the consolidated financial statement and tax bases of assets and liabilities at the applicable
enacted tax rates. We will establish a valuation allowance for deferred tax assets if it is more likely than not
that these items will either expire before we are able to realize their benefit or that future deductibility is
uncertain.

We believe that it is currently more likely than not that our deferred tax assets will not be realized

and as such, we have recorded a full valuation allowance for these assets of $29.8 million. We evaluate the
likelihood of the ability to realize deferred tax assets in future periods on a quarterly basis, and when
appropriate evidence indicates we release our valuation allowance accordingly. The determination to
provide a valuation allowance depends on the assessment of whether it is more likely than not that
sufficient taxable income will be generated to utilize the deferred tax assets. Based on the weight of the
available evidence, which includes our historical operating losses, lack of taxable income, and accumulated
deficit, we provided a full valuation allowance against the U.S. tax assets resulting from the tax loss and
credits carried forward.

In addition, current tax laws impose substantial restrictions on the utilization of research and
development credit and net operating loss, or NOL, carryforwards in the event of an ownership change, as
defined by Internal Revenue Code Sections 382 and 383. Such an event, having occurred in the past or in
the future, may significantly limit our ability to utilize our NOL carryforwards and research and development
tax credit carryforwards. In the three months ended March 31, 2017, we completed a Section 382 limitation
study. The study determined that we underwent an ownership change in 2006, and NOL and research and
development tax credit carryforwards of $1,506 thousand and $32 thousand, respectively, are unavailable.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation that, among

other changes, reduced the U.S. federal corporate tax rate from 35 percent to 21 percent. As a result of
these changes, we recorded a $12.7 million reduction in gross deferred tax assets with a corresponding net
adjustment to deferred income tax expense of $12.7 million. These adjustments are fully offset by a
decrease in the valuation allowance for 2017. As such, there was no net impact to our tax expense.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

JOBS Act

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or

JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting
standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to
private companies. We have irrevocably elected not to avail ourselves of this exemption from new or
revised accounting standards and, therefore, will be subject to the same new or revised accounting
standards as other public companies that are not emerging growth companies.

Recent Accounting Standards

For information on recent accounting standards, see Note 1 to our consolidated financial

statements included elsewhere in this filing.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The principal market risk we face is interest rate risk. We had cash, cash equivalents, and short-

term investments of $65.8 million as of December 31, 2016 and $208.3 million as of December 31, 2017.
The goals of our investment policy are liquidity and capital preservation. We do not enter into investments
for trading or speculative purposes. Our investment policy allows us to maintain a portfolio of cash
equivalents and investments in a variety of securities, including U.S. government treasury and agency
issues, bank certificates of deposit that are 100% Federal Deposit Insurance Corporation insured, and SEC-
registered money market funds that consist of a minimum of $1 billion in assets and meet the above
requirements. We believe that we do not have any material exposure to changes in the fair value of these
assets as a result of changes in interest rates due to the short term nature of our cash, cash equivalents
and short-term investments. Declines in interest rates, however, would reduce future investment income. A
100 basis-point decline in interest rates, occurring January 1, 2017 and sustained throughout the fourth
quarter of 2017, would not have been material.

We do not currently have any operations outside of the United States and, as a result, we do not

face significant risk with respect to foreign currency exchange rates.

Item 8. Financial Statements and Supplementary Data

REDFIN CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm ..................................................
Consolidated Balance Sheets ..............................................................................................
Consolidated Statements of Operations ...............................................................................
Consolidated Statements of Cash Flows ..............................................................................
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and
Stockholders’ Equity/(Deficit)

Notes to Consolidated Financial Statements ........................................................................

Page
68

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Redfin Corporation
Seattle, Washington

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Redfin Corporation and subsidiaries
(the "Company") as of December 31, 2016 and 2017, the related consolidated statements of operations,
changes in redeemable convertible preferred stock and stockholders’ equity/(deficit), and cash flows, for
each of the three years in the period ended December 31, 2017, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2017, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2017, in
conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on the Company's financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Seattle, Washington

February 22, 2018

We have served as the Company's auditor since 2013.

Redfin Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share and per share amounts)

December 31,

2016

2017

Assets:

Current assets:

Cash and cash equivalents .............................................................................................................. $

64,030

208,342

Restricted cash ................................................................................................................................

Short-term investments ....................................................................................................................

Prepaid expenses ............................................................................................................................

Accrued revenue, net .......................................................................................................................

Other current assets ........................................................................................................................

Loans held for sale ..........................................................................................................................

Total current assets ....................................................................................................................

Property and equipment, net ....................................................................................................................

Intangible assets, net ...............................................................................................................................

Goodwill

...................................................................................................................................................

Deferred offering costs ............................................................................................................................

Other assets ............................................................................................................................................

3,815

1,749

4,388

10,625

8,781

—

93,388

19,226

3,782

9,186

720

7,175

4,316

—

8,613

13,334

3,710

1,891

240,206

22,318

3,294

9,186

—

6,951

Total assets:

133,477

281,955

Liabilities, redeemable convertible preferred stock and stockholders' equity/(deficit):

Current liabilities:

.....................................................................................................................................

Accounts payable ............................................................................................................................ $

5,385

Accrued liabilities .............................................................................................................................

Other payables ................................................................................................................................

Loan facility ......................................................................................................................................

Current portion of deferred rent

.......................................................................................................

Total current liabilities .................................................................................................................

Deferred rent, net of current portion .........................................................................................................

Total liabilities .............................................................................................................................

22,253

3,793

—

1,512

32,943

8,852

41,795

Commitments and contingencies (Note 10)

Redeemable convertible preferred stock—par value $0.001 per share; As of December 31, 2016:
166,266,114 shares authorized; 55,422,002 issued and outstanding; and aggregate liquidation
preference of $167,488. As of December 31, 2017: no shares authorized, issued, and outstanding. ......

655,416

Stockholders’ equity/(deficit):

Common stock—par value $0.001 per share; 290,081,638 and 500,000,000 shares authorized,
respectively; 14,687,024 and 81,468,891 shares issued and outstanding, respectively ..........................

Preferred stock—par value $0.001 per share; As of December 31, 2016: no shares authorized, issued
and outstanding. As of December 31, 2017: 10,000,000 shares authorized and no shares issued and
outstanding.

.............................................................................................................................................

Additional paid-in capital ..........................................................................................................................

Accumulated deficit ..................................................................................................................................

Total stockholders’ equity/(deficit) ............................................................................................................

—

(563,749)

(563,734)

1,901

26,605

4,068

2,016

1,267

35,857

10,668

46,525

—

364,352

(129,003)

235,430

Total liabilities, redeemable convertible preferred stock and stockholders’ equity/(deficit): ...................... $

133,477

281,955

The accompanying notes are an integral part of these consolidated financial statements.

Redfin Corporation and Subsidiaries
Consolidated Statements of Operations
(in thousands, except share and per share amounts)

Revenue ..................................................................................................................... $

187,338

267,196

370,036

Cost of revenue ..........................................................................................................

Gross profit .................................................................................................................

138,492

48,846

184,452

82,744

258,216

111,820

Year End December 31,

2015

2016

2017

Operating expenses:

Technology and development

Marketing

General and administrative

Total operating expenses

Income (loss) from operations

Interest income and other income, net: ......................................................................

Interest income .....................................................................................................

Other income, net

.................................................................................................

Total interest income and other income, net ....................................................

27,842

19,899

31,394

79,135

(30,289)

34,588

28,571

42,369

105,528

(22,784)

173

258

42,532

32,251

53,009

127,792

(15,972)

882

970

Net income (loss) ..................................................................................................... $

(30,236) $

(22,526) $

(15,002)

Accretion of redeemable convertible preferred stock ................................................ $

(102,224) $

(55,502) $

(175,915)

Net income (loss) attributable to common stock—basic and diluted ......................... $

(132,460) $

(78,028) $

(190,917)

Net income (loss) per share attributable to common stock—basic and diluted......... $

(9.87) $

(5.42) $

(4.47)

Weighted average shares used to compute net income (loss) per share

attributable to common stock—basic and diluted ...............................................

13,416,411

14,395,067

42,722,114

The accompanying notes are an integral part of these consolidated financial statements.

Redfin Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)

Operating Activities

Net income (loss) ................................................................................................................. $

(30,236) $

(22,526) $

(15,002)

Year End December 31,

2015

2016

2017

6,293

8,413

7,176

11,101

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization .....................................................................................

Stock-based compensation. .........................................................................................

Change in assets and liabilities: ...................................................................................

Prepaid expenses ...................................................................................................

Accrued revenue ....................................................................................................

Other current assets ...............................................................................................

Other long-term assets ...........................................................................................

Accounts payable ...................................................................................................

4,395

5,562

(3,963)

(2,685)

721

(36)

152

Accrued expenses ..................................................................................................

3,890

Deferred lease liability ............................................................................................

Origination of loans held for sale ............................................................................

Proceeds from sale of loans held for sale ...............................................................

(21)

—

2,244

(5,021)

(8,778)

(5,964)

638

6,581

8,768

—

Net cash provided by (used in) operating activities ...........................................

(22,221)

(9,352)

Investing activities

Sales and maturities of short-term investments ...........................................................

Purchases of short-term investments ..........................................................................

Purchases of property and equipment .........................................................................

Net cash used in investing activities ..................................................................

Financing activities

Issuance costs of redeemable convertible preferred stock ..........................................

Proceeds from tender offer ..........................................................................................

In-substance dividend paid in relation to tender offer ...................................................

Proceeds from exercise of stock options .....................................................................

Payment of initial public offering costs .........................................................................

Proceeds from initial public offering, net of underwriting discounts ..............................

Borrowings from warehouse credit facilities .................................................................

Repayments of warehouse credit facilities ...................................................................

Other payables - customer escrow deposits related to title services ............................

Net cash provided by financing activities ..........................................................

1,590

(1,550)

(4,607)

(4,567)

(9)

2,659

(2,659)

1,732

—

1,822

3,545

1,744

(1,744)

(13,567)

—

1,495

(150)

—

399

1,744

Net change in cash, cash equivalents, and restricted cash .................................................

(23,243)

(21,175)

Cash, cash equivalents, and restricted cash: .......................................................................

(4,225)

(2,709)

5,070

223

(252)

5,115

749

(11,008)

9,117

5,355

2,741

(992)

(12,113)

(10,364)

—

3,003

(3,558)

148,088

10,746

(8,730)

273

149,822

144,813

Beginning of period ......................................................................................................

112,263

89,020

67,845

End of period ...............................................................................................................

$ 89,020

$ 67,845

$ 212,658

Supplemental disclosure of non-cash investing and financing activities

Conversion of redeemable convertible preferred stock to common stock .................... $

— $

— $ 831,331

Accretion of redeemable convertible preferred stock ................................................... $ (102,224) $

(55,502) $ (175,915)

Stock-based compensation capitalized in property and equipment ............................. $

(49) $

Deferred initial public offering cost accruals ................................................................. $

Property and equipment additions in accounts payable and accrued expenses .......... $

Leasehold improvements paid directly by lessor ......................................................... $

— $

(100) $

(570) $

(3,466) $

(268)

—

(31)

(520) $

(822)

The accompanying notes are an integral part of these consolidated financial statements.

Redfin Corporation and Subsidiaries
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity/(Deficit)
(in thousands, except for shares)

Redeemable Convertible
Preferred Stock

Common Stock

Amount

Additional
Paid-in
Capital

Accumulated
Deficit

Total
Stockholders'
Deficit

Balance, January 1, 2015 ...........................................................................................................................

55,422,002

497,699

12,629,479

— $

(370,608) $

(370,595)

Exercise of stock options ............................................................................................................................

Redeemable convertible preferred stock issuance costs ............................................................................

Stock-based compensation .........................................................................................................................

In-substance dividend issued in tender offer ...............................................................................................

Accretion of redeemable convertible preferred stock ..................................................................................

Net income (loss) ........................................................................................................................................

—

(9)

—

102,224

—

1,430,122

—

1,730

—

5,611

2,659

(10,000)

—

(2,659)

(92,224)

(30,236)

1,731

—

5,611

—

(102,224)

(30,236)

Balance, December 31, 2015 ......................................................................................................................

55,422,002

599,914

14,059,601

— $

(495,727) $

(495,713)

Exercise of stock options ............................................................................................................................

Stock-based compensation .........................................................................................................................

Accretion of redeemable convertible preferred stock ..................................................................................

Net income (loss) (unaudited) .....................................................................................................................

—

55,502

—

627,423

—

1,494

8,512

(10,006)

—

(45,496)

(22,526)

1,495

8,512

(55,502)

(22,526)

Balance, December 31, 2016 ......................................................................................................................

55,422,002

655,416

14,687,024

— $

(563,749) $

(563,734)

Cumulative stock-based compensation adjustment ....................................................................................

Proceeds from initial public offering, net of underwriters' discounts ............................................................

Initial public offering costs ...........................................................................................................................

Exercise of stock options ............................................................................................................................

Stock-based compensation .........................................................................................................................

—

10,615,650

744,215

—

Accretion of redeemable convertible preferred stock ..................................................................................

175,915

Conversion of redeemable convertible preferred stock to common stock...................................................

(55,422,002)

(831,331)

55,422,002

Net income (loss) ........................................................................................................................................

Balance, December 31, 2017 ......................................................................................................................

—

— $

—

81,468,891

—

522

148,078

(3,708)

3,000

11,369

(8,690)

213,781

—

(522)

—

(167,225)

617,495

(15,002)

364,352

(129,003) $

—

148,088

(3,708)

3,001

11,369

(175,915)

831,331

(15,002)

235,430

The accompanying notes are an integral part of these consolidated financial statements.

Redfin Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands)

Note 1: Description of Business and Summary of Significant Accounting Policies:

Description of Business—Redfin Corporation (“Redfin” or the “Company”) was incorporated in
October 2002 and is headquartered in Seattle, Washington. The Company operates an online real estate
marketplace and provides real estate services, including assisting individuals in the purchase or sale of their
residential property. The Company also provides title and settlement services, originates and sells mortgages,
and buys and sells residential property. The Company has operations located in multiple states nationwide.

Basis of Presentation—The consolidated financial statements and accompanying notes have been

prepared in accordance with generally accepted accounting principles in the United States of America
(“GAAP”). The Company had no components of other comprehensive income (loss) during any of the years
presented, as such, a consolidated statement of comprehensive income (loss) is not presented. All amounts
are presented in thousands, except share and per share data.

Principles of Consolidation—The consolidated financial statements include the accounts of Redfin

and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.

Certain Significant Risks and Business Uncertainties—The Company is subject to the risks and
challenges associated with companies at a similar stage of development. These include dependence on key
individuals, successful development and marketing of its offerings, and competition with larger companies
with greater financial, technical, and marketing resources. Further, during the period required to achieve
substantially higher revenue in order to become profitable, the Company may require additional funds that
may not be readily available or may not be on terms that are acceptable to the Company.

The Company operates in the online real estate marketplace and, accordingly, can be affected by a
variety of factors. For example, management of the Company believes that any of the following factors could
have a significant negative effect on the Company’s future financial position, results of operations, and cash
flows: unanticipated fluctuations in operating results due to seasonality and cyclicality in the real estate
industry, changes in home sale prices and transaction volumes, the Company’s ability to increase market
share, competition and U.S. economic conditions. Since inception through December 31, 2017, the Company
has incurred losses from operations and accumulated a deficit of $129,003, and has been dependent on
equity financing to fund operations.

Reverse Stock Split—On July 8, 2017, the Company’s board of directors approved an amendment

to its certificate of incorporation to effect a reverse split of shares of the issued and outstanding common
stock and redeemable convertible preferred stock at a 3-to-1 ratio. The reverse stock split was approved by
the Company’s stockholders and effected on July 10, 2017. The par value of the common stock and the par
value of the redeemable convertible preferred stock were not adjusted as a result of the reverse stock split. All
issued and outstanding shares of common stock and redeemable convertible preferred stock, dividend rates,
conversion rates, options to purchase common stock, exercise prices, and the related per-share amounts
contained in these consolidated financial statements have been retroactively adjusted to reflect this reverse
stock split for all periods presented.

Initial Public Offering—On August 2, 2017, the Company completed an initial public offering (the

"IPO") whereby 10,615,650 shares of common stock were sold at a price of $15.00 per share, which
included 1,384,650 shares pursuant to the underwriters' option to purchase additional shares. The Company
received net proceeds of $144,380 after deducting the underwriting discount and offering expenses directly
attributable to the IPO. Upon the closing of the IPO, all shares of the outstanding redeemable convertible
preferred stock automatically converted into 55,422,002 shares of common stock on a one-for-one basis.

Initial Public Offering Costs—Costs, including legal, accounting and other fees and costs relating to

the IPO are accounted for a reduction in additional paid-in capital. Costs incurred prior to the IPO were

capitalized and included as a noncurrent asset in the consolidated balance sheets. There were $720 of
capitalized deferred offering costs as of December 31, 2016. Aggregate offering expenses totaled $3,708.

Use of Estimates—The preparation of consolidated financial statements, in conformity with GAAP,

requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and results of operations during the respective periods. The Company’s more significant
estimates include, but are not limited to, valuation of deferred income taxes, stock-based compensation, fair
value of common stock and redeemable convertible preferred stock, capitalization of website development
costs, recoverability of intangible assets with finite lives, and the fair value of reporting units for purposes of
evaluating goodwill for impairment. The amounts ultimately realized from the affected assets or ultimately
recognized as liabilities will depend on, among other factors, general business conditions and could differ
materially in the near term from the carrying amounts reflected in the consolidated financial statements.

Cash and Cash Equivalents—The Company considers all highly liquid investments with original

maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist
primarily of money market instruments.

Restricted Cash and Other Payables—Restricted cash primarily consists of cash held in escrow on

behalf of real estate buyers using the Company’s title and settlement services. Since the Company does not
have rights to the cash, a corresponding customer deposit liability in the same amount is recognized in the
consolidated balance sheets in other payables. When a real estate transaction closes, the restricted cash
transfers from escrow and the corresponding deposit liability is reduced.

Short-Term Investments—The Company’s short-term investments consisted of certificates of deposit
with maturities of 12 months or less from the balance sheet date. Short-term investments are reported at cost,
which approximates fair value, as of each balance sheet date. As of December 31, 2017 the Company no longer
held any short-term investments.

Concentration of Credit Risk—Financial instruments that potentially subject the Company to
concentrations of credit risk are primarily cash and cash equivalents. The Company generally places its cash
and cash equivalents and short-term investments with high-credit-quality counterparties to make sure the
financial institutions are stable when the Company’s deposits exceed Federal Deposit Insurance Corporation
limits, and by policy, limit the amount of credit exposure to any one counterparty based on the Company’s
analysis of the counterparty’s relative credit standing. The Company maintains its cash accounts with financial
institutions where, at times, deposits exceed federal insurance limits.

Other Assets and Other Current Assets—Other assets consists primarily of leased building
security deposits. In May 2016, the Company signed a new lease for its corporate headquarters with a
security deposit of $5,424.

At December 31, 2016 other current assets consisted primarily of a receivable, for $8,470, due from

the landlord related to the Company's corporate headquarters leasehold improvements. The Company
collected the receivable in April 2017. Additionally, in January 2017, RDFN Ventures, Inc. (“Redfin Now”), a
wholly owned subsidiary of the Company, began purchasing residential properties with the intent of resale.
Direct property acquisition and improvement costs are capitalized and tracked directly with each specific
property. Home inventories are stated at cost unless the utility of the properties is no longer as great as their
cost, in which case it is written down to “market.” As of December 31, 2017 there were $3,382 in home
inventories included in other current assets. Of the $3,382 in home inventories, $2,335 were listed for sale
and $1,047 were in process and being made ready for sale. As of December 31, 2017, all properties were
carried at cost.

Loans Held for Sale—Redfin Mortgage, LLC (“Redfin Mortgage”), a wholly owned subsidiary of the
Company, began originating residential mortgage loans in March 2017. Such mortgage loans are intended to
be sold in the secondary mortgage market within a short period of time following origination. Mortgage loans
held for sale consist of single-family residential loans collateralized by the underlying property. Mortgage

loans held for sale are stated at the lower of cost or market value. As of December 31, 2017 there were
$1,891 of mortgage loans held for sale.

Property and Equipment—Property and equipment are recorded at cost and depreciated using the

straight-line method over the estimated useful life of two to seven years. Depreciation and amortization is
included in cost of revenue, technology and development, and general and administrative and is allocated
based on estimated usage for each class of asset.

Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life

of the related asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated
statements of operations. Repair and maintenance costs are expensed as incurred.

Costs incurred in the preliminary stages of website and software development are expensed as

incurred. Once an application has reached the development stage, direct internal and external costs relating
to upgrades or enhancements that meet the capitalization criteria 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 websites (or software) that result in added
functionality, in which case the costs are capitalized as well.

Capitalized software development activities placed in service are amortized over the expected useful

lives of those releases. The Company views capitalized software costs as either internal use or expansion.
Currently, internal use and expansion useful lives are estimated at one year and three years, respectively.

Estimated useful lives of website and software development activities are reviewed annually or

whenever events or changes in circumstances indicate that intangible assets may be impaired and adjusted
as appropriate to reflect upcoming development activities that may include significant upgrades or
enhancements to the existing functionality. The Company capitalized software development costs of $2,824,
$3,194, and $4,619 during the years ended December 31, 2015, 2016, and 2017, respectively.

Intangible Assets—Intangible assets are finite lived and mainly consist of trade names, developed
technology and customer relationships and are amortized over their estimated useful lives of ten years. The
useful lives were determined by estimating future cash flows generated by the acquired intangible assets.
Amortization expense is included in cost of revenue.

Impairment of Long-Lived Assets—Long-lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.
Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an
asset to future undiscounted net cash flows expected to be generated by the asset. If such asset were
considered to be impaired, an impairment loss would be recognized when the carrying amount of the asset
exceeds the fair value of the asset. To date, no such impairment has occurred.

Goodwill—Goodwill represents the excess of the purchase price over the fair value of the net

tangible assets and identifiable intangible assets acquired in a business combination. Goodwill is not
amortized, but is subject to impairment testing. The Company assesses the impairment of goodwill on an
annual basis, on October 1, or whenever events or changes in circumstances indicate that goodwill may be
impaired. The Company assesses goodwill for possible impairment by performing a qualitative assessment to
determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying
amount. If the Company qualitatively determines that it is not more likely than not that the fair value of the
reporting unit is less than its carrying amount, then no additional impairment steps are necessary.

For the Company’s most recent impairment assessment performed as of October 1, 2017, the
Company performed a qualitative assessment and determined that it was not more likely than not that the fair
value of its reporting unit for which goodwill has been assigned was less than its carrying amount. In
evaluating whether it was more likely than not that the fair value of its reporting unit was less than its carrying

amount the Company considered macroeconomic conditions, industry and market considerations, cost
factors, its overall financial performance, other relevant entity-specific events, potential events affecting its
reporting unit, and changes in the fair value of the Company’s common stock. The primary qualitative factors
the Company considered in its analysis as of October 1, 2017 were the Company’s overall financial
performance and the fair value of the reporting unit for which goodwill was assigned, which was substantially
in excess of its book value. The aggregate carrying value of goodwill was $9,186 at December 31, 2016 and
2017. Goodwill is assigned to the Company’s real estate services reporting unit, and there have been no
accumulated impairments to goodwill.

Leases—The Company categorizes leases at their inception as either operating or capital leases. On

certain lease agreements, the Company may receive rent holidays and other incentives. The Company
recognizes lease costs on a straight-line basis without regard to deferred payment terms, such as rent
holidays, that defer the commencement date of required payments. Additionally, incentives the Company
receives are treated as a reduction of rent expense over the term of the agreement and are presented in
leasehold improvements and deferred rent on the balance sheet.

Derivative Instruments—Redfin Mortgage is party to interest rate lock commitments (“IRLCs”) with
customers resulting from mortgage origination operations. IRLCs for single family mortgage loans that Redfin
Mortgage intends to sell are considered free-standing derivatives. All free-standing derivatives are required to
be recorded on the Company’s consolidated balance sheets at fair value. Because Redfin Mortgage can
terminate a loan commitment if the borrower does not comply with the terms of the contract, and some loan
commitments may expire without being drawn upon, these commitments do not necessarily represent future
cash requirements. The Company does not use derivatives for trading purposes.

Interest rate market risk, related to the residential mortgage loans held for sale and IRLCs, is offset

using investor loan commitments. Changes in the fair value of IRLCs and forward sales commitments are
recognized in revenue, and the fair values are reflected in other current assets and accrued liabilities, as
applicable. The Company considers several factors in determining the fair value including the fair value in the
underlying loan resulting from the exercise of the commitment and the probability that the loan will not fund
according to the terms of the commitment (referred to as a pull-through factor). The value of the underlying
loan is affected primarily by changes in interest rates.

Income Taxes—Income taxes are accounted for using an asset and liability approach that requires
the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary
differences between the consolidated financial statement and tax bases of assets and liabilities at the
applicable enacted tax rates. The Company will establish a valuation allowance for deferred tax assets if it is
more likely than not that these items will expire before either the Company is able to realize their benefit or
that future deductibility is uncertain.

The Company believes that it is currently more likely than not that its deferred tax assets will not be

realized and as such, it has recorded a full valuation allowance for these assets. The Company evaluates the
likelihood of the ability to realize deferred tax assets in future periods on a quarterly basis, and when
appropriate evidence indicates it would release its valuation allowance accordingly. The determination to
provide a valuation allowance is dependent upon the assessment of whether it is more likely than not that
sufficient taxable income will be generated to utilize the deferred tax assets. Based on the weight of the
available evidence, which includes the Company’s historical operating losses, lack of taxable income, and
accumulated deficit, the Company provided a full valuation allowance against the U.S. tax assets resulting
from the tax losses and credits carried forward.

In addition, current tax laws impose substantial restrictions on the utilization of research and

development credit and net operating loss (“NOL”) carryforwards in the event of an ownership change, as
defined by Internal Revenue Code Sections 382 and 383. Such an event, having occurred in the past or in the
future, may significantly limit the Company’s ability to utilize its NOLs and research and development tax
credit carryforwards. In 2017, the Company completed a Section 382 study. The study determined that the

Company underwent an ownership change in 2006. Due to the Section 382 limitation determined on the date
of the ownership change in 2006, NOL and R&D credits were reduced by $1,506 and $32, respectively.

Revenue Recognition—Revenue primarily consists of commissions and fees charged on each real

estate transaction completed by the Company or its partner agents. The Company’s key revenue components
are brokerage revenue, partner revenue, and other revenue. The Company recognizes commission-based
brokerage revenue upon closing of a real estate transaction, net of any commission refund or any closing-
cost reduction. Partner revenue consists of fees earned by referring customers to partner agents. Partner
revenue is earned and recognized when partner agents close a referred transaction, net of any refund
provided to customers. Fees and revenue from other services are recognized when the service is provided.
Revenue earned from selling homes previously purchased by Redfin Now is recorded at closing on a gross
basis, representing the sales price of the home.

Revenue earned but not received is recorded as accrued revenue on the accompanying consolidated

balance sheets, net of an allowance for doubtful accounts. Commission revenue is known and is clearing
escrow, and therefore it is not estimated.

The Company establishes an allowance for doubtful accounts after reviewing historical experience,

age of accounts receivable balances and any other known conditions that may affect collectability. The
allowance for doubtful accounts balance was $150 as of December 31, 2016 and $160 as of December 31,
2017. During the year ended December 31, 2016 there were $290 of charges and $140 of write-offs to the
allowance. During the year ended December 31, 2017 there were $81 of charges and $71 of write-offs to the
allowance.

Cost of Revenue—Cost of revenue consists of personnel costs (including base pay and benefits),
stock-based compensation, transaction bonuses, home-touring and field expenses, listing expenses, office
and occupancy expenses, depreciation and amortization related to fixed assets and acquired intangible
assets, and, for Redfin Now, the cost of homes including the purchase price and capitalized improvements.

Technology and Development—Technology and development costs, which include research and

development costs, are expensed as incurred and primarily include personnel costs (including base pay and
benefits), stock-based compensation, data licenses, software and equipment, and infrastructure such as for
data centers and hosted services. Technology and development expenses also include amortization of
capitalized internal-use software and website and mobile application development costs.

Advertising and Advertising Production Costs—The Company expenses advertising costs as
they are incurred and production costs as of the first date the advertisement takes place. Advertising costs
totaled $8,394, $17,570, and $21,902 in 2015, 2016, and 2017 respectively, and are included in marketing
expenses. Advertising production costs totaled $1,661, $1,640, and $1,609 in 2015, 2016, and 2017,
respectively, and are included in marketing expenses.

Stock-based Compensation—The Company measures expense for options to purchase common
stock and restricted stock units at fair value on the grant date and recognizes the expense over the requisite
service period on a straight-line basis. The fair value of options to purchase common stock was calculated
using the Black-Scholes-Merton option-pricing model. Through December 31, 2016, the Company recognized
compensation expense for only the portion of options expected to vest using an estimated forfeiture rate that
is derived from historical employee termination behavior. On January 1, 2017, the Company adopted
Accounting Standards Update (“ASU”) 2016-09 and elected to recognize forfeitures as they occur rather than
estimate forfeitures. The Company has a stock-based compensation plan that is more fully described in Note
7.

Recently Adopted Accounting Pronouncements—In November 2016, the Financial Accounting
Standards Board ("FASB") issued guidance on the classification and presentation of changes in restricted
cash on the statement of cash flows. This guidance is effective for interim and annual reporting periods
beginning after December 15, 2017, and early adoption is permitted. The adoption of this guidance requires a

retrospective transition method to each period presented. The Company early adopted this guidance on
October 1, 2017. Upon adoption, the following balances were reclassified: restricted cash to the reconciliation
of change in cash, cash equivalents and restricted cash, and other payables related to cash held in escrow on
behalf of customers to financing activities. In the Company’s capacity as fiduciary, the cash receipt is a
function of providing the customer with a service (title). Therefore, the escrow funds payable are akin to a
repayment of debt, a financing activity, whereby the Company in its role as fiduciary is temporarily holding
cash in its restricted accounts on behalf of its customers and subsequently releases the cash to settle the
customers' contractual obligation. This reclassification will maintain an accurate reflection of the Company's
cash flows from operating activities. The reconciliation of amounts previously reported to the revised amounts
upon adoption are as follows:

Year Ended December 31, 2015

Operating activities

Financing activities

Net change in cash, cash equivalents, and restricted cash (1)

Year Ended December 31, 2016

Operating activities

Financing activities

Net change in cash, cash equivalents, and restricted cash (1)

(1) Previously titled: net change in cash and cash equivalents

Previously
reported

Adjustments

As revised

(22,160) $

1,723

(61) $

1,822

(25,004) $

(1,761) $

(9,345) $

1,345

(21,567) $

(7) $

399

(392) $

(22,221)

3,545

(23,243)

(9,352)

1,744

(21,175)

In January 2017, the FASB issued guidance simplifying the test for goodwill impairment. Step 2 from

the goodwill impairment test is no longer required, instead requiring an entity to recognize a goodwill
impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair
value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning
after December 15, 2019, and early adoption is permitted. This guidance must be applied on a prospective
basis. The Company adopted this guidance for interim and annual goodwill impairment tests performed on
testing dates after January 1, 2017. The Company performs its goodwill assessment annually on October 1 of
each year or as events merit, with the last test performed on October 1, 2017. The adoption of this guidance
did not have any impact on the Company's financial position, results of operations or cash flows.

In March 2016, the FASB issued guidance on several aspects of the accounting for share-based

payment transactions, including the income tax consequences, impact of forfeitures, classification of awards
as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for
interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The
Company adopted this guidance on January 1, 2017 using the modified retrospective approach through a
cumulative-effect adjustment of $522 to beginning accumulated deficit, and the Company elected to account
for forfeitures as they occur beginning on January 1, 2017. The adoption of this guidance did not have a
material impact on the Company’s financial position, results of operations or cash flows.

Recently Issued Accounting Pronouncements—In August 2016, the FASB issued guidance on the

classification of certain cash receipts and cash payments in the statement of cash flows. This new standard
will make eight targeted changes to how cash receipts and cash payments are presented and classified in the
statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017,
which means that it will be effective for the Company in its fiscal year beginning January 1, 2018. The new
standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case the
Company would be required to apply the amendments prospectively as of the earliest date practicable. The
adoption of this standard is not expected to have a material impact on the Company’s statement of cash
flows.

In February 2016, the FASB issued a new standard to account for leases. This standard requires the

recognition of a right-of-use asset and lease liability on the balance sheet for all leases. This standard also
requires more detailed disclosures to enable users of financial statements to understand the amount, timing,
and uncertainty of cash flows arising from leases. This guidance is effective for interim and annual reporting
periods beginning after December 15, 2018, and should be applied through a modified retrospective transition
approach for leases existing at, or entered into after, the beginning of the earliest comparative period
presented in the financial statements, and early adoption is permitted. The Company expects to adopt this
guidance on January 1, 2019. Although the Company is in the process of evaluating the impact of adoption of
the ASU on its consolidated financial statements, the Company currently believes the most significant
changes will be related to the recognition of new right-of-use assets and lease liabilities on the Company's
balance sheet for real estate operating leases.

In May 2014, the FASB issued a new standard to account for revenue. This guidance provides that
an entity should recognize revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. This guidance also requires more detailed disclosures to enable users of financial statements to
understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with
customers. The Company will adopt this guidance on January 1, 2018, using the modified retrospective
adoption methodology. Both real estate and other revenue contain single performance obligations and the
Company believes the timing of the satisfaction of the performance obligations, triggering the recognition of
revenue, will not differ from the Company's current timing for recognizing revenue. The assessment of the
policy changes and quantitative and qualitative impacts is complete and as the amounts and timing of real
estate and other revenue will not change, the Company will not recognize a cumulative adjustment to retained
earnings upon adoption.

Note 2: Fair Value of Financial Instruments:

The Company’s financial instruments consist of cash and cash equivalents, short-term
investments, accrued revenue, restricted cash, accounts payable, certain accrued liabilities, interest rate
lock commitments, forward sales commitments, and redeemable convertible preferred stock. The fair
value of the Company’s financial instruments approximates their recorded values due to their short period
to maturity. Fair value is defined as the exchange price that would be received for an asset or an exit price
paid to transfer a liability in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants on the measurement date. Valuation techniques used to
measure fair value must maximize the use of observable inputs and minimize the use of unobservable
inputs. The current accounting guidance for fair value measurements defines a three-level valuation
hierarchy for disclosures as follows:

Level I—Unadjusted quoted prices in active markets for identical assets or liabilities.

Level II—Inputs other than quoted prices included within Level I that are observable, unadjusted

quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by
observable market data.

Level III—Unobservable inputs that are supported by little or no market activity, requiring the

Company to develop its own assumptions.

The categorization of a financial instrument within the valuation hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. The Company’s financial instruments
consist of Level I and Level II assets and liabilities. Level I assets include highly liquid money market
funds that are included in cash and cash equivalents and Level II assets include certificates of deposit that
are included as short-term investments, IRLCs and forward sales commitments, included in other current

assets and other current liabilities. The certificates of deposit are measured by observable market data for
substantially the full term of the assets or liabilities. Interest rate lock commitments and forward sales
commitments are measured by observable marketplace prices. The Company’s redeemable convertible
preferred stock is categorized as Level III. Redeemable convertible preferred stock is valued at each
reporting date based on unobservable inputs and management’s judgment due to the absence of quoted
market prices, inherent lack of liquidity and the long-term nature of such financial instruments.

The Company’s redeemable convertible preferred stock is measured at fair value using a
weighted average of the probability weighted expected return method (“PWERM”), the income approach,
and the market approach. Specifically, the income and market approach models are weighted in relation
to the probability of a private company scenario, whereas the PWERM method is weighted in relation to
the probability of future exit scenarios.

The income approach incorporates the use of the discounted cash flow method, whereas the

market approach incorporates the use of the guideline public company method. Application of the
discounted cash flow method requires estimating the annual cash flows that the business enterprise is
expected to generate in the future with the application of a discount rate and terminal value. In the
guideline public company method, valuation multiples, including total invested capital, are calculated
based on financial statements and stock price data from selected guideline publicly traded companies. A
comparative analysis is then performed for factors including, but not limited to size, profitability and growth
to determine fair value.

Under the PWERM, value is determined based upon an analysis of future values for the
enterprise under different potential outcomes (e.g., sale, merger, IPO, dissolution). The value determined
for the enterprise is then allocated to each class of stock based upon the assumption that each class will
look to maximize its value. The values determined for each class of stock under each scenario are
weighted by the probability of each scenario and then discounted to a present value.

Any change in the fair value is recognized as accretion expense (income) and included as an
adjustment to net loss to arrive at net income (loss) attributable to common stock on the consolidated
statements of operations. Summary of changes in fair value are reflected in the consolidated balance
sheets, consolidated statements of changes in redeemable convertible preferred stock and stockholders’
deficit, and Note 6. The Company used the value of the common stock at the IPO price of $15.00 per
share to determine the accretion amount through conversion of the redeemable convertible preferred
stock to common stock.

Significant unobservable inputs used in the determination of fair value of the Company’s
redeemable convertible preferred stock for the years ended December 31, 2015 and 2016 included the
following:

Valuation Methodology:

Income approach (private company)

Market approach (private company)

PWERM (IPO)

PWERM (M&A)

IPO revenue multiple

Forecasted revenue growth rate

Discount rate

Year Ended
December 31,

2015

2016

12.5%

56.3%

18.8%

12.5%-15.0%

52.5%-60.0%

15.0%-17.5%

4.0x-5.0x

3.0x-4.5x

30.0%-50.3%

28.0%-41.80%

20.0%-30.0%

A summary of assets, (liabilities), and (mezzanine equity) at December 31, 2016 and 2017, related

to our financial instruments, measured at fair value on a recurring basis, is set forth below:

Financial Instrument

Money market funds (included in cash and cash equivalents)

Certificates of deposit (included in short-term investments)

Interest rate lock commitments

Forward loan commitments

Redeemable convertible preferred stock (mezzanine equity)

Note 3: Property and Equipment:

Fair Value
Hierarchy

Level I

Level II

Level III

Fair Value

December 31,

2016

2017

46,357

1,749

—

(655,416)

177,235

—

(4)

—

A summary of property and equipment at December 31, 2016 and 2017 is as follows:

Useful Lives

(years)

December 31,

2016

2017

Leasehold improvements .....................................................................

Website and software development costs ............................................

Computer and office equipment ...........................................................

Software ..............................................................................................

Furniture ..............................................................................................

Construction in progress ......................................................................

Accumulated depreciation and amortization ........................................

Shorter of lease term
or economic life

4,911

1-3

10,114

2,846

1,367

2,406

10,856

32,500

(13,274)

Property and equipment, net ................................................................

19,226

16,039

14,501

2,192

685

3,039

—

36,456

(14,138)

22,318

Depreciation and amortization expense for property and equipment amounted to $3,907, $5,805,

and $6,688 for the years ended December 31, 2015, 2016, and 2017, respectively.

Note 4: Acquired Intangible Assets:

As part of a business acquisition in 2014, the Company recorded $4,880 in intangible assets,

measured at fair value, and reflected in the table below. Acquired intangible assets are amortized using the
straight-line method over their estimated useful life, which approximates the expected use of these assets.
Amortization expense amounted to $488 for each year ended December 31, 2015, 2016, and 2017,
respectively. Amortization expense of $2,440 will be recognized over the next five years, or $488 per year.

December 31, 2016

December 31, 2017

Useful
Live
(years)

Gross

Accumulated
Amortization

Net

Gross

Accumulated
Amortization

Net

Trade Names ................................

Developed technology ..................

Customer relationships .................

1,040

(234) $

806

1,040

(338) $

2,980

860

(670)

(194)

2,310

666

2,980

860

(968)

(280)

4,880

(1,098) $

3,782

4,880

(1,586) $

702

2,012

580

3,294

Note 5: Operating Segments:

Operating segments are defined as components of an enterprise for which separate financial

information is available and evaluated regularly by the chief operating decision maker (“CODM”) in
deciding how to make operating decisions, allocate resources and in assessing performance. The
Company has five operating segments and one reportable segment, real estate. Real estate revenue is
derived from commissions and fees charged on real estate transactions closed by us or partner agents.
Other revenue consists of fees charged for title and settlement services, mortgage banking operations,
Walk Score licensing and advertising fees, homes sold through Redfin Now, and other services. The
Company’s CODM is its Chief Executive Officer. The CODM evaluates the performance of the Company’s
operating segments based on revenue and gross profit. The Company does not analyze discrete segment
balance sheet information related to long-term assets, all of which are located in the United States. All
other financial information is presented on a consolidated basis.

Information on each of the reportable and other segments and reconciliation to consolidated net

income (loss) is as follows:

Year End December 31,

2015

2016

2017

Real estate

Revenue .................................................................................................. $

181,446

260,383

Cost of revenue .......................................................................................

131,522

176,408

Gross profit ........................................................................................... $

49,924

83,975

Other

Revenue ..................................................................................................

Cost of revenue .......................................................................................

5,892

6,970

6,813

8,044

Gross profit ........................................................................................... $

(1,078) $

(1,231) $

Consolidated

Revenue ..................................................................................................

Cost of revenue .......................................................................................

187,338

138,492

267,196

184,452

Gross profit ........................................................................................... $

48,846

82,744

Operating expenses .................................................................................

79,135

105,528

351,570

237,832

113,738

18,466

20,384

(1,918)

370,036

258,216

111,820

127,792

Net income (loss) ..................................................................................... $

(30,236) $

(22,526) $

(15,002)

Real estate revenue consisted of the following:

Real estate revenue

Brokerage revenue

Partner revenue

Total real estate revenue

Year End December 31,

2015

2016

2017

171,276

244,079

330,372

10,170

16,304

21,198

181,446

260,383

351,570

Note 6: Redeemable Convertible Preferred Stock and Stockholders’ Equity/(Deficit):

Redeemable Convertible Preferred Stock—The Company's redeemable convertible preferred

stock automatically converted into common stock at a rate of one-for-one on the closing of the Company's
IPO on August 2, 2017. As such, no shares of redeemable convertible preferred stock were authorized,
issued and outstanding as of December 31, 2017. As of December 31, 2016, the Company had outstanding
redeemable convertible preferred stock as follows:

As of December 31, 2016

Shares
Authorized

Shares Issued
and Outstanding

Aggregate
Liquidation
Preference

Proceeds, Net of
Issuance Costs

Series A-1 .........................................................

Series A-2 .........................................................

Series A-3 .........................................................

4,378,284

109,552

9,099,610

Series B ............................................................

36,338,577

Series C ............................................................

33,388,982

Series D ............................................................

28,574,005

Series E ............................................................

12,041,148

Series F ............................................................

20,808,580

Series G ............................................................

21,527,376

1,459,427

500

36,517

3,033,202

12,112,853

11,129,656

9,524,665

4,013,712

6,936,186

7,175,784

259

7,998

12,000

10,269

14,924

50,536

70,991

462

241

7,952

11,950

10,201

14,841

50,453

68,062

Total .............................................................

166,266,114

55,422,002

167,488

164,173

The terms of all redeemable convertible preferred stock are summarized below:

Conversion—Each share of redeemable convertible preferred stock is convertible at the option of
the holder into such number of common stock as is determined by dividing the original issue price by the
conversion price in effect at the time of conversion. The original issue prices, adjusted for the reverse split,
are as follows: $0.3426 for Series A-1 preferred, $0.2913 for Series A-2 preferred,
$0.0855 for Series A-3 preferred, $0.6603 for Series B preferred, $1.0782 for Series C preferred,
$1.0782 for Series D preferred, $3.7182 for Series E preferred, $7.2858 for Series F preferred, and
$9.8931 for Series G preferred. Under the terms of the Company’s Amended and Restated Certificate of
Incorporation, redeemable convertible preferred stock shall be automatically converted into shares of
common stock upon the occurrence of specific events, including a firm commitment underwritten public
offering with aggregate net proceeds of not less than $50,000.

Liquidation Preference—In the event of a voluntary or involuntary liquidation, dissolution, or
winding-up of the Company, the holders of redeemable convertible preferred stock will be entitled to
receive, prior and in preference to any distribution of any of the assets of the Company to the holders of
common stock, an amount per share equal to the greater of (1) the original issue price (as adjusted for
stock splits, stock dividends, reclassifications, and the like) for each share of redeemable convertible
preferred stock held by them, plus declared but unpaid dividends, and (2) the amount such holder would
have received if, immediately prior to such event, such holder had converted such share of redeemable
convertible preferred stock into common stock. After payment of all preferential amounts, the remaining
assets shall be distributed ratably among all holders of common stock on a pro rata basis based on the
number of shares of common stock outstanding held by each such holder.

Redemption—At any time after December 15, 2021, the holders of not less than 67% of
outstanding redeemable convertible preferred stock may request the Company to redeem all the
outstanding shares of redeemable convertible preferred stock by paying in cash a sum per share with
respect to each share of redeemable convertible preferred stock equal to the greater of (1) the original issue
price of each share of preferred stock plus all declared but unpaid dividends or (2) the fair market value of
each share of redeemable convertible preferred stock as determined by an appraisal performed by an
independent third party approved by holders of at least 67% of the then outstanding shares of redeemable
convertible preferred stock and the Company.

Accretion represents the increase or decrease in the redemption value of the Company’s
redeemable convertible preferred stock. The redemption value increased for all periods presented. The
recognized accretion related to the increase in the redemption value of the redeemable convertible
preferred stock was reclassed upon the successful completion of the IPO, which occurred during the period
ended December 31, 2017.

The following table presents the accretion of the redeemable convertible preferred stock to its
redemption value recorded within the consolidated statements of changes in redeemable convertible
preferred stock and stockholders’ deficit during the periods presented:

Year End December 31,

2015

2016

2017

Series A-1 ............................................................................................. $

(2,674) $

(1,618) $

Series A-2 .............................................................................................

Series A-3 .............................................................................................

Series B ................................................................................................

Series C ................................................................................................

Series D ................................................................................................

Series E ................................................................................................

Series F ................................................................................................

Series G ................................................................................................

(67)

(5,650)

(22,561)

(20,390)

(17,450)

(7,353)

(12,494)

(13,585)

(40)

(3,360)

(13,416)

(12,333)

(10,555)

(4,086)

(6,025)

(4,069)

(4,904)

(123)

(10,192)

(40,336)

(37,062)

(31,717)

(12,884)

(20,184)

(18,513)

Total ................................................................................................. $

(102,224) $

(55,502) $

(175,915)

Voting—The holder of each share of redeemable convertible preferred stock has the right to one

vote for each full share of common stock into which its respective shares of redeemable convertible
preferred stock would be convertible on the record date for the vote.

Dividends—The holders of redeemable convertible preferred stock are entitled to receive
noncumulative dividends out of any funds legally available, prior and in preference to any declaration or
payment of any dividends to holders of common stock. Dividends are payable when, as and if declared by
the board of directors at a rate of $0.0273 per share for Series A-1 preferred, $0.0234 per share for Series
A-2 preferred, $0.0069 per share for Series A-3 preferred, $0.0528 per share for Series B preferred,
$0.0864 per share for Series C preferred and Series D preferred, $0.2976 per share for Series E preferred,
$0.5829 per share for Series F preferred, and $0.7914 per share Series G preferred, per year (as adjusted
for stock splits, stock dividends, reclassifications and the like). The holders of the redeemable convertible
preferred stock also shall be entitled to participate pro rata in any dividends or other distributions paid on
the common stock on an as-if-converted basis.

Common Stock—At December 31, 2016 and 2017, the Company was authorized to issue 290,081,638

and 500,000,000 shares of common stock with a par value of $0.001 per share, respectively.

The Company has reserved shares of common stock, on an as-converted basis, for future issuance

as follows:

December 31,

2016

2017

Redeemable convertible preferred stock outstanding ..............................................................

Stock options issued and outstanding ......................................................................................

Restricted stock units outstanding ............................................................................................

55,422,002

13,291,684

—

Shares available for future equity grants ..................................................................................

4,941,504

—

13,180,950

981,276

7,026,071

Total

....................................................................................................................................

73,655,190

21,188,297

Preferred Stock—As of December 31, 2017, the Company had authorized 10,000,000 shares of

preferred stock, par value $0.001, of which no shares were outstanding.

Note 7: Stock-based Compensation:

2017 Employee Stock Purchase Plan—The Company’s 2017 Employee Stock Purchase Plan
(“2017 ESPP”) was approved by the board of directors on July 27, 2017 and enables eligible employees
to purchase shares of the Company’s common stock at a discount. Purchases will be accomplished

through participation in discrete offering periods. The Company initially reserved 1,600,000 shares of
common stock for issuance under the 2017 ESPP. The number of shares reserved for issuance under the
2017 ESPP will increase automatically on January 1 of each calendar year beginning after the first
offering date and continuing through January 1, 2028 by the number of shares equal to the lesser
of 1% of the total outstanding shares of the Company’s common stock as of the immediately
preceding December 31 or an amount determined by the board of directors. On each purchase date,
eligible employees will purchase the Company’s common stock at a price per share equal to 85% of the
lesser of (1) the fair market value of the Company’s common stock on the first trading day of the offering
period, and (2) the fair market value of the Company’s common stock on the purchase date. No shares of
common stock have been purchased under the 2017 ESPP as the initial offering period has yet to
commence.

2004 Equity Incentive Plan—The Company granted options under its 2004 equity incentive

plan, as amended, ("2004 Plan"), until July 26, 2017, when the plan was terminated in connection with the
Company’s IPO. Accordingly, no shares are available for future issuance under this plan. The 2004 Plan
continues to govern outstanding equity awards granted thereunder. The term of each option under the
plan shall be no more than 10 years and generally vest over a four-year period.

2017 Equity Incentive Plan—The Company's 2017 Equity Incentive Plan ("2017 EIP") became

effective on July 26, 2017, and provides for the issuance of incentive and nonqualified common stock
options and restricted stock units to employees, directors, officers, and consultants of the Company. The
number of shares of common stock reserved for issuance under the 2017 EIP is 7,859,659. The number
of shares reserved for issuance under the 2017 EIP will increase automatically on January 1 of each
calendar year beginning on January 1, 2018 and continuing through January 1, 2028, by the number of
shares equal to the lesser of 5% of the total outstanding shares of the Company's common stock as of
the immediately preceding December 31 or an amount determined by the board of directors. On
December 22, 2017, the board of directors determined that there would be no increase to the number of
shares reserved for issuance under the 2017 EIP on January 1, 2018. The term of each restricted stock
unit and option under the plan shall be no more than 10 years and generally vest over a four-year period.
The term of each option grant shall be no more than 10 years.

Black-Scholes-Merton option-pricing model—The grant-date fair value of each option award is

estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The inputs used
below are subjective and generally require significant analysis and judgment to develop. The Company
has not declared or paid any cash dividends and does not currently expect to do so in the future. The risk-
free interest rate used in the Black-Scholes-Merton option-pricing model is based on the implied yield
currently available in U.S. Treasury securities at maturity with an equivalent term. Expected volatility is
based on an average volatility of stock prices for a group of real estate and technology industry peers.
The Company uses the “simplified method” to calculate expected life due to the lack of historical exercise
data, which assumes a ratable rate of exercise over the contractual life to estimate the expected term for
employee options. The expected term of options represents the period that the stock-based awards are
expected to be outstanding for the remaining unexercised shares. The Company accounts for forfeitures
as they occur. The range of assumptions for the years ended December 31, 2015, 2016, and 2017, are
provided in the following table.

Expected life ................................................................................................

7 years

2015

Year End December 31,

2016

7 years

2017

7 years

Volatility ....................................................................................................... 42.51%-49.62% 38.15%-41.36% 37.88%-40.97%

Risk-free interest rate ..................................................................................

1.71%-2.01%

1.39%-2.32%

1.96%-2.26%

Dividend yield ..............................................................................................

Weighted-average grant date fair value .......................................................

—%

$3.99

—%

$4.11

—%

$4.86

The following table presents information regarding options granted, exercised, forfeited, or cancelled for
the periods presented:

Weighted-
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life (years)

Aggregate
Intrinsic
Value

Number Of
Options

Outstanding at January 1, 2017 ...............................................

13,291,684

Options granted ..................................................................

1,137,046

Options exercised ...............................................................

Options forfeited or canceled ..............................................

(744,215)

(503,565)

Outstanding at December 31, 2017 .........................................

13,180,950

Options exercisable at December 31, 2017 .............................

8,754,523

5.85

10.78

4.03

7.95

6.30

4.94

7.74

61,774

20,308

329,786

230,914

7.02

6.25

The total grant date fair value of shares vested during 2015, 2016, and 2017 was $4,917, $9,817,

$10,571, respectively. The total grant date fair value of shares exercised during 2015, 2016, and 2017
was $1,373, $911, and $3,002, respectively.

There was $18,187 of total unrecognized stock-based compensation related to non-vested stock

option arrangements granted under the 2004 Plan as of December 31, 2017. These costs are expected to
be recognized over a weighted-average period of 2.30 years. The total fair value of options vested was
$71,592 and $274,192 as of December 31, 2016 and December 31, 2017, respectively.

The following table summarizes activity for restricted stock units for the year ended December 31,

2017:

Unvested outstanding at January 1, 2017

Granted

Vested

Forfeited or canceled

Unvested outstanding at December 31, 2017

Restricted
Stock Units

Weighted
Average
Grant-Date
Fair Value

— $

981,929

—

(653)

981,276

—

22.78

—

22.78

The fair value of the outstanding restricted stock units will be recorded as stock-based

compensation over the vesting period. As of December 31, 2017, there was $21,856 of total
unrecognized compensation cost related to restricted stock units, which is expected to be recognized
over a weighted-average period of 3.75 years. There were no restricted stock units authorized, issued, or
outstanding as of December 31, 2016.

The following table presents the detail of stock-based compensation amounts included in the

Company’s consolidated statements of operations for the periods indicated below:

Year End December 31,

2015

2016

2017

Cost of revenue ................................................................................................ $

1,440

2,266

Technology and development ...........................................................................

Marketing .........................................................................................................

General and administrative ..............................................................................

1,375

298

2,449

2,383

469

3,295

2,902

3,325

487

4,387

Total stock-based compensation ................................................................. $

5,562

8,413

11,101

Stock-based compensation of $772 is included in general and administrative expenses

attributable to the tender offer that closed in August 2015. Existing investors acquired
1,593,409 shares of common stock at a premium of $2.16 per share over the fair value at the time of the
tender offer. Of the 1,593,409 shares, 358,330 were purchased from employees and 1,235,079 were
purchased from non-employees. The premium attributable to the shares tendered from non-employees in
the amount of $2,659 was treated as an in-substance dividend.

The Company capitalizes stock-based compensation related to work performed on internally

developed software. There was $49, $100, and $268 of stock-based compensation that was capitalized in
the years ended 2015, 2016, and 2017, respectively. All stock-based compensation is related to
employees in technology and development.

Note 8: Net Income (Loss) per Share Attributable to Common Stock:

Net income (loss) per share attributable to common stock is computed by dividing the net income
(loss) attributable to common stock by the weighted-average number of common shares outstanding. The
Company has outstanding stock options and redeemable convertible preferred stock, which are included in
the calculation of diluted net income (loss) attributable to common stock per share whenever doing so
would be dilutive.

The Company calculates basic and diluted net income (loss) per share attributable to common
stock in conformity with the two-class method required for companies with participating securities. The
Company considers all series of redeemable convertible preferred stock to be participating securities.
Under the two-class method, net loss attributable to common stock is not allocated to the redeemable
convertible preferred stock as the holders of redeemable convertible preferred stock do not have a
contractual obligation to share in losses. Upon the conversion of the redeemable convertible preferred
stock to common stock on the date of the IPO, or August 2nd, 2017, the Company only had one class of
participating security, common stock.

Diluted net income (loss) per share attributable to common stock is computed by giving effect to all

potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation,
redeemable convertible preferred stock and options to purchase common stock are considered anti-dilutive
securities for all periods presented. Basic and diluted net income (loss) per share attributable to common
stock was the same for each period presented.

The following table sets forth the calculation of basic and diluted net income (loss) per share

attributable to common stock during the periods presented:

Year End December 31,

2015

2016

2017

Numerator:

Net income (loss) .................................................................................................... $

(30,236) $

(22,526) $

(15,002)

Accretion of preferred stock ...............................................................................

(102,224)

(55,502)

(175,915)

Net income (loss) attributable to common stock—basic and diluted ........................ $

(132,460) $

(78,028) $

(190,917)

Denominator:

Weighted average shares used to compute net income (loss) per share
attributable to common stock—basic and diluted ....................................................

13,416,411

14,395,067

42,722,114

Net income (loss) per share attributable to common stock—basic and diluted........ $

(9.87) $

(5.42) $

(4.47)

The following outstanding shares of common stock equivalents were excluded from the

computation of the diluted net income (loss) per share attributable to common stock for the periods
presented because their effect would have been anti-dilutive. For the year ended December 31, 2017
shares of the redeemable convertible preferred stock were anti-dilutive, but converted to common stock on
a one-for-one basis on August 2, 2017 upon the successful completion of the IPO, and as such were
included in the weighted average shares outstanding for the period they were outstanding as shares of
common stock.

Redeemable convertible preferred stock ............................................................

55,422,002

—

Options outstanding ...........................................................................................

10,406,277

13,291,684

13,180,950

Restricted stock units .........................................................................................

—

981,276

Total ..............................................................................................................

65,828,279

68,713,686

14,162,226

Year End December 31,

2015

2016

2017

Note 9: Income Taxes:

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly

referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act incorporates broad and complex
changes to the U.S. tax code. The main provision of the Tax Act that is applicable to the Company is the
reduction of a maximum federal tax rate of 35% to a flat tax rate of 21%, effective January 1, 2018. The
Company has incorporated the change in federal tax rates in its annual tax provision. Consequently, the
Company has recorded a decrease in net deferred tax assets of $12,658, with a corresponding net
adjustment to deferred income tax expense of $12,658. These adjustments are fully offset by a decrease
in the valuation allowance for the year ended December 31, 2017. Therefore, the net impact to the
Company’s tax expense is $0. The Company has completed and recorded the adjustments necessary
under Staff Accounting Bulletin No. 118 related to the Tax Act.

The Company’s deferred income taxes reflect the net tax effects of temporary differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes. The following table represents the significant components of the
Company’s deferred tax assets and liabilities for the periods presented:

December 31,

2016

2017

Deferred tax assets:

Net operating loss carryforwards .............................................................................................. $

31,618

21,627

Credit carryforwards .................................................................................................................

Stock-based compensation ......................................................................................................

Accruals and reserves ..............................................................................................................

Gross deferred tax assets .........................................................................................................

Valuation allowance ..................................................................................................................

Total deferred tax assets, net of valuation allowance ..........................................................

Deferred tax liabilities:

Intangible assets .......................................................................................................................

Prepaid expenses .....................................................................................................................

Total deferred tax liabilities ..................................................................................................

3,200

1,801

4,588

41,207

(38,307)

2,900

(1,419)

(1,481)

(2,900)

Net deferred tax assets and liabilities .................................................................................. $

— $

4,230

2,806

3,953

32,616

(29,818)

2,798

(847)

(1,951)

(2,798)

—

The valuation allowance increased by $11,296 and $6,800, during the years ended December 31,

2015 and 2016, respectively, and decreased by $8,489 during the year ended December 31, 2017.

The following table represents the Company’s NOL carryforwards as of December 31, 2016 and

2017:

Federal

...........................................................................................................................................

Various states .................................................................................................................................

December 31,

2016

2017

84,973

4,133

87,071

4,231

Federal net operating loss carryforwards are available to offset future taxable income and begin

to expire in 2025. State net operating loss carryforwards are available to offset future taxable income and
begin to expire in 2018. Net operating loss carryforward periods for the various state jurisdictions range
from 5 to 20 years. Additionally, net research and development credit carryforwards of $3,200 and $4,230
are available as of December 31, 2016 and 2017, respectively, to reduce future tax liabilities. The
research and development credit carryforwards begin to expire in 2026.

Current tax laws impose substantial restrictions on the utilization of research and development

credits and NOL carryforwards in the event of an ownership change, as defined by the Internal Revenue
Code Section 382 and 383. Such an event may significantly limit the Company’s ability to utilize its net
NOLs and research and development tax credit carryforwards. During 2017 the Company completed a
Section 382 study. The study determined that the Company underwent an ownership change in 2006.
Due to the Section 382 limitation determined on the date of the ownership change in 2006, NOL and R&D
credits were reduced by $1,506 and $32, respectively.

The components of loss before provision (benefit) for income taxes for the years ended

December 31, 2015, 2016, and 2017 were $(30,236), $(22,526), and $(15,002), respectively.

The reconciliation of the U.S. federal income tax at statutory rate with the Company’s effective

income tax rate:

December 31,

2015

2016

2017

U.S. federal income tax at statutory rate ........................................................

34.00%

State taxes (net of federal benefit) .................................................................

Permanent differences ...................................................................................

Federal research and development credit ......................................................

Change in valuation allowance .......................................................................

Nondeductible expenses and others ..............................................................

Change in valuation allowance for Tax Act impact ..........................................

Change in deferred balance before valuation allowance for Tax Reform
impact .............................................................................................................

Effective income tax rate ................................................................................

3.86

(2.94)

2.42

(37.36)

0.02

—

—%

2.49

(8.21)

2.06

(30.19)

(0.15)

—

—%

2.40

(15.03)

7.08

(27.79)

(0.66)

84.37

(84.37)

—%

Permanent differences consist primarily of stock compensation expense related to incentive stock
options in the amounts of (4.90)%, (7.87)%, and (14.74)% for the years ended December 31, 2015, 2016,
and 2017, respectively.

The Company did not record any tax benefits for the years ended December 31, 2015, 2016, and

2017. The difference between the U.S. federal income tax at statutory rate of 34% and the Company’s

effective tax rate in all periods is primarily due to a full valuation allowance related to the Company’s U.S.
deferred tax assets and the change in corporate tax rate effective for tax years beginning after December
31, 2017.

The Company accounts for uncertainty in income taxes in accordance with ASC 740. Tax
positions are evaluated in a two-step process, whereby the Company first determines whether it is more
likely than not that a tax position will be sustained upon examination by the tax authority, including
resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets
the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to
recognize in the financial statements. The tax position is measured as the largest amount of benefit that is
greater than 50% likely of being realized upon ultimate settlement.

The following table summarized the activity related to unrecognized tax benefits:

Unrecognized benefit—beginning of year .......................................................... $
Gross increases (decreases)—prior year tax positions ......................................
Gross increases (decreases)—current year tax positions ..................................
Unrecognized benefit—end of year ................................................................... $

684

—

116

800

(7 )

264

1,057

December 31,

2016

2017

All of the unrecognized tax benefits as of December 31, 2016 and 2017 are accounted for as a

reduction in the Company’s deferred tax assets. Due to the Company’s valuation allowance, none of the
$800 and $1,057 of unrecognized tax benefits would affect the Company’s effective tax rate, if
recognized. The Company does not believe it is reasonably possible that its unrecognized tax benefits will
significantly change in the next twelve months.

The Company recognizes interest and penalties related to unrecognized tax benefits as income

tax expense. There was no interest or penalties accrued related to unrecognized tax benefits for 2016
and 2017 and no liability for accrued interest or penalties related to unrecognized tax benefits as of
December 31, 2017.

The Company’s material income tax jurisdiction is the United States (federal). As a result of NOL
carryforwards, the Company is subject to audit for all tax years for federal purposes. All tax years remain
subject to examination in various other jurisdictions that are not material to the Company’s financial
statements.

Note 10: Commitments and Contingencies:

Legal Proceedings—Third-party licensed sales associates filed three lawsuits against the
Company in 2013 and 2014. Two of the actions, which are pled as “class actions,” were removed to and are
now pending in the Northern District of California. One of these cases also includes representative claims
under California’s Private Attorney General Act, Labor Code section 2698 et. seq (“PAGA”). The third action
is pending in the Los Angeles County Superior Court and asserts representative claims under PAGA. All
three complaints alleged that the Company had misclassified current and former third-party licensed sales
associates in California as independent contractors and generally seek compensation for unpaid wages,
overtime, and failure to provide meal and rest periods, as well as reimbursement of business expenses.

In June 2017, the Company entered into a definitive agreement to settle the lawsuits. The Company

has recorded an accrual for $1,800 as of December 31, 2016 and 2017. The settlement agreement does
not contain any admission of liability, wrongdoing, or responsibility by any of the parties. The proposed
settlement class contemplated by the agreement includes all current and former third party licensed sales
associates engaged by the Company in California from January 16, 2009, through April 29, 2017. The
settlement agreement has received preliminary court approval, but remains subject to final court approval.

As with all class action and representative litigation, these cases are inherently complex and

subject to many uncertainties. In the event the settlement is not approved, the actions may continue and a
class may be certified. If that happens, there can be no assurance the plaintiffs will not seek substantial
damage awards, penalties, attorneys’ fees, or other remedies. The Company believes it has complied with
all applicable laws and regulations and that it properly classified the third-party licensed sales associates as
independent contractors.

In addition, from time to time, the Company is involved in litigation, claims and other proceedings
arising in the ordinary course of business. Such litigation and other proceedings may include, but are not
limited to, actions relating to employment law and misclassification, intellectual property, commercial or
contractual claims, brokerage or real estate disputes, claims related to the Real Estate Settlement
Procedures Act of 1974, the Fair Housing Act of 1968, or other consumer protection statutes, ordinary-
course brokerage disputes like the failure to disclose property defects, commission disputes, and vicarious
liability based upon conduct of individuals or entities outside of our control, including partner agents and
third-party contractor agents. Litigation and other disputes are inherently unpredictable and subject to
substantial uncertainties and unfavorable resolutions could occur. Often these cases raise complex factual
and legal issues, which are subject to risks and uncertainties and could require significant management
time and resources.

Facility Leases and Other Commitments—The Company leases its office space under
noncancelable operating leases with terms ranging from one to eleven years. The leases require a fixed
minimum rent with contractual minimum rent increases over the lease term, and certain leases include
escalation provisions. Rent expense totaled $4,147, $5,811, and $7,833 for the years ended December 31,
2015, 2016, and 2017, respectively. Other commitments primarily relate to network infrastructure for the
Company’s data operations and commitments for the Company’s annual corporate meeting. Also included
are homes that the Company is under contract to purchase through Redfin Now but that have not closed.
Future minimum payments due under these agreements as of December 31, 2016 and December 31, 2017
are as follows:

December 31, 2017

Facility
Leases

Other
Commitments

2018 ........................................................................................................................................... $

7,595

2019 ...........................................................................................................................................

2020 ...........................................................................................................................................

2021 ...........................................................................................................................................

2022 and thereafter ....................................................................................................................

8,100

7,181

6,790

29,074

3,003

2,028

—

Total

...................................................................................................................................... $

58,740

5,106

Mortgage Warehouse Agreement—In December 2016, Redfin Mortgage entered into a Mortgage

Warehouse Agreement with Texas Capital Bank, National Association (“Texas Capital”) and in June 2017
Redfin Mortgage entered into a Master Repurchase Agreement with Western Alliance Bank. Pursuant to the
Mortgage Warehouse Agreement and Master Repurchase Agreement, Texas Capital and Western Alliance
Bank both agree to fund loans originated by Redfin Mortgage, in its discretion, up to $10,000 each in the
aggregate and to take a security interest in such loans. The per annum interest rate payable to Texas
Capital is a fixed rate equal to the rate of interest accruing on the outstanding principal balance of the loan,
minus 1.5%, or 3.0%, whichever is higher. The per annum interest rate payable to Western Alliance Bank is

a fixed rate equal to the LIBOR rate plus 3.00%, or 3.75%, whichever is higher. For each loan in which
Texas Capital elects to purchase a participation interest, it will acquire an undivided 97% participation
interest, by paying as the purchase price an amount equal to the participation interest multiplied by the
principal balance of the loan. For each loan in which Western Alliance Bank elects to purchase, it will
acquire an undivided 98% participation interest, by paying as the purchase price an amount equal to the
participation interest multiplied by the principal balance of the loan. If a loan is not sold to a correspondent
lender, Texas Capital and Western Alliance Bank's participation interests in the loans are to be repurchased
in whole or in part by Redfin Mortgage. The Company has guaranteed Redfin Mortgage’s obligations under
the Mortgage Warehouse and Master Repurchase Agreements.

The Mortgage Warehouse Agreement and Master Repurchase Agreements require each of the

Company and Redfin Mortgage to maintain certain financial covenants and to provide periodic financial and
compliance reports. Redfin Mortgage failed to satisfy certain financial covenants under both agreements as
of December 31, 2017, but has not received a notice of default related to such failure from either Texas
Capital or Western Alliance Bank. As of December 31, 2017 there was $833 outstanding under the
Mortgage Warehouse Agreement and $1,184 outstanding as of December 31, 2017 on the Master
Repurchase Agreement. The Mortgage Warehouse Agreement expires on March 21, 2018 and the Master
Repurchase Agreement expires on June 15, 2018.

Note 11: Accrued Liabilities:

The following table presents the detail of accrued liabilities as of the dates presented:

Accrued compensation and benefits ........................................................................... $

16,659

Legal fees and settlements ........................................................................................

Miscellaneous accrued liabilities ................................................................................

2,795

2,799

Total accrued liabilities: ......................................................................................... $

22,253

19,543

2,230

4,832

26,605

December 31,

2016

2017

Note 12: Retirement Plan:

The Company adopted a 401(k) profit sharing plan effective January 2005. The plan covers eligible
employees as of their hire date. The 401(k) component of the plan allows employees to elect to defer from
1% to 100% of their eligible compensation up to the federal limit per year. Company-matching and profit-
sharing contributions are discretionary and are determined annually by Company management and
approved by the board of directors. No matching or profit-sharing contributions were declared for the years
ended December 31, 2015, 2016, or 2017.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act, that are designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the company’s management, including its principal executive and principal financial
officers, as appropriate to allow timely decisions regarding required disclosure. Our management, with the
participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of
our disclosure controls and procedures as of December 31, 2017. Based on the evaluation of our disclosure
controls and procedures as of December 31, 2017, our Chief Executive Officer and Chief Financial Officer
concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable
assurance level.

Management's Report on Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management's assessment

regarding internal control over financial reporting or an attestation report of our independent registered
public accounting firm due to a transition period established by the rules of the SEC for newly public
companies.

Changes in Internal Control Over Financing Reporting

There was no change in our internal control over financial reporting identified in connection with the

evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three
months ended December 31, 2017 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including the Chief Executive Officer and Chief Financial Officer, recognizes that

our disclosure controls or our internal control over financial reporting cannot prevent or detect all possible
instances of errors and all fraud. A control system, no matter how well designed and operated, can provide
only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a
control system must reflect the fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference from our Proxy Statement to be
filed in connection with our 2018 Annual Meeting of Stockholders within 120 days after the end of the fiscal
year ended December 31, 2017.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K.

1. Consolidated Financial Statements

The financial statements filed as part of this Annual Report on Form 10-K are listed in the
“Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on
Form 10-K.

2. Financial Statement Schedules

All schedules are omitted as the required information is inapplicable or the information is
presented in the consolidated financial statements or notes to consolidated financial
statements under Part II, Item 8 of this Annual Report on Form 10-K.

3. Exhibits

Exhibit
Number

3.1

3.2

4.1

4.2

10.2#

10.3#

10.4#

10.5#

10.6#

10.7#

10.8#

10.9

10.10#

21.1

23.1

24.1

31.1

31.2

32.1*

32.2*

101.INS

101.SCH

101.CAL

101.DEF

101.LAB

101.PRE

Exhibit Description

Form

File No.

Exhibit

Incorporated by Reference

Restated Certificate of Incorporation.

Restated Bylaws.

Form of Common Stock Certificate.

Amended and Restated Investors’ Rights Agreement by
and among the Registrant and certain security holders of
the Registrant dated December 15, 2014, as amended.

10.1#

Form of Indemnification Agreement.

Amended and Restated 2004 Equity Incentive Plan, and
forms of award agreements thereunder.

S-1

2017 Equity Incentive Plan, and forms of award
agreements thereunder.

2017 Employee Stock Purchase Plan, and form of
subscription agreement thereunder.

10-Q

S-1/A

S-1

S-1/A

001-38
160

333-21
9093

3.1

3.2

4.1

4.2

10.1

10.2

Amended and Restated Offer Letter by and between the
Registrant and Glenn Kelman, dated June 27, 2017.

S-1

333-21
9093

10.4

Amended and Restated Offer Letter by and between the
Registrant and Chris Nielsen, dated June 27, 2017.

Amended and Restated Offer Letter by and between the
Registrant and Bridget Frey, dated June 27, 2017.

Amended and Restated Offer Letter by and between the
Registrant and Scott Nagel, dated June 27, 2017.

Amended and Restated Office Lease by and between
the Registrant and Hudson 1099 Stewart Street, LLC, as
successor in interest to Hill7 Developers, LLC, dated
effective as of May 9, 2016.

S-1

Form of Change in Control Severance Agreement.

S-1/A

List of Subsidiaries.

333-21
9093

10.5

10.6

10.7

10.12

Consent of Deloitte & Touche LLP, Independent
Registered Public Accounting Firm.

Power of Attorney (included on page 99).

Certification of Principal Executive Officer, pursuant to
Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer, pursuant to
Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase
Document.

XBRL Taxonomy Extension Definition Linkbase
Document.

XBRL Taxonomy Extension Labels Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase
document.

Management contract or compensatory plan or arrangement.

Filing
Date

Sept. 8,
2017

July 26,
2017

June
30,
2017

July 17,
2017

June
30,
2017

July 17,
2017

Filed
Herewith

*
section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

This certification is deemed not filed for purposes of section 18 of the Exchange Act or otherwise subject to the liability of that

Item 16. Form 10-K Summary

None.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the

registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

SIGNATURES

February 22, 2018

REDFIN CORPORATION

By:

/s/ Glenn Kelman
Glenn Kelman
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears

below constitutes and appoints Glenn Kelman and Chris Nielsen, and each of them, as his or her true and
lawful attorneys-in-fact and agents with full power of substitution, for him or her in any and all capacities, to
sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the date indicated:

Name

Title

Date

/s/ Glenn Kelman

Glenn Kelman

/s/ Chris Nielsen

Chris Nielsen

President, Chief Executive Officer and
Director (Principal Executive Officer)

February 22, 2018

Chief Financial Officer (Principal
Financial and Accounting Officer)

February 22, 2018

/s/ Robert Mylod, Jr.

Chairman of the Board of Directors

February 22, 2018

Robert Mylod, Jr.

/s/ Robert Bass

Robert Bass

/s/ Julie Bornstein

Julie Bornstein

/s/ James Slavet

James Slavet

/s/ Austin Ligon

Austin Ligon

/s/ Selina Tobaccowala

Selina Tobaccowala

Director

February 22, 2018

Director

February 22, 2018

Director

February 22, 2018

Director

February 22, 2018

Director

February 22, 2018

Annual Report | 2017

Directors

Robert Bass
Former Vice Chairman
Deloitte LLP

Julie Bornstein
Former Chief Operating Officer
Stitch Fix, Inc.

Glenn Kelman
President and Chief Executive Officer
Redfin Corporation

David H. Lissy
Executive Chairman
Bright Horizons Family Solutions Inc.

Robert Mylod, Jr.
Managing Partner
Annox Capital

James Slavet
Partner
Greylock Partners

Austin Ligon
Co-Founder and former Chief Executive Officer
CarMax, Inc.

Selina Tobaccowala
Co-Founder and Chief Executive Officer
Gixo Inc.

Executive Officers

Glenn Kelman
President and Chief Executive Officer

Bridget Frey
Chief Technology Officer

Scott Nagel
President of Real Estate Operations

Chris Nielsen
Chief Financial Officer

Adam Wiener
Chief Growth Officer

We will provide to each stockholder as of April 9, 2018, upon the written request of the stockholder, a copy of our
annual report on Form 10-K for the fiscal year ended December 31, 2017, including the financial statements and fi-
nancial statement schedules. We will provide this annual report, other than exhibits, without charge. Please direct
your request to: Redfin Corporation, 1099 Stewart Street, Suite 600, Attn: Corporate Secretary, Seattle, WA 98101.

Annual Report | 2017