0001801169-22-000027 | 10-K | XBRL Viewer | Opendoor Technologies INC

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 1,731	$ 1,413
Restricted cash	847	93
Marketable securities	484	48
Escrow receivable	84	1
Mortgage loans held for sale pledged under agreements to repurchase	7	8
Real estate inventory, net	6,096	466
Other current assets	91	24
Total current assets	9,340	2,053
PROPERTY AND EQUIPMENT – Net	45	29
RIGHT OF USE ASSETS	42	50
GOODWILL	60	31
INTANGIBLES – Net	12	9
OTHER ASSETS ($5 and $— carried at fair value)	7	4
TOTAL ASSETS	9,506	2,176
CURRENT LIABILITIES:
Accounts payable and other accrued liabilities	137	25
Non-recourse asset-backed debt - current portion	4,240	339
Other secured borrowings	7	7
Interest payable	12	1
Lease liabilities – current portion	4	21
Total current liabilities	4,400	393
NON-RECOURSE ASSET-BACKED DEBT – Net of current portion	1,862	136
CONVERTIBLE SENIOR NOTES	954	0
WARRANT LIABILITIES	0	47
LEASE LIABILITIES – Net of current portion	42	47
Total liabilities	7,258	623
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 3,000,000,000 shares authorized; 616,026,565 and 540,714,692 shares issued, respectively; 616,026,565 and 540,714,692 shares outstanding, respectively	0	0
Additional paid-in capital	3,955	2,596
Accumulated deficit	(1,705)	(1,043)
Accumulated other comprehensive (loss) income	(2)	0
Total shareholders’ equity	2,248	1,553
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 9,506	$ 2,176

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Other current assets, carried at fair value	$ 4	$ 0
Other assets, carried at fair value	$ 5	$ 0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	3,000,000,000	3,000,000,000
Common stock issued (in dollars per share)	616,026,565	540,714,692
Common stock outstanding (in dollars per share)	616,026,565	540,714,692
Cash and cash equivalents	$ 1,731	$ 1,413
Restricted cash	847	93
Real estate inventory, net	6,096	466
Escrow receivable	84	1
Other current assets	91	24
Assets	9,506	2,176
Accounts payable and other accrued liabilities	137	25
Non-recourse asset-backed debt - current portion	4,240	339
Interest payable	12	1
Non-recourse asset-backed debt	1,862	136
Total liabilities	7,258	623
Variable Interest Entity, Primary Beneficiary
Cash and cash equivalents	9	16
Restricted cash	838	81
Real estate inventory, net	6,046	461
Escrow receivable	78	1
Other current assets	35	6
Assets	7,006	565
Accounts payable and other accrued liabilities	59	2
Non-recourse asset-backed debt - current portion	4,240	339
Interest payable	11	1
Non-recourse asset-backed debt	1,862	136
Total liabilities	$ 6,172	$ 478

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
REVENUE	$ 8,021	$ 2,583	$ 4,741
COST OF REVENUE	7,291	2,363	4,440
GROSS PROFIT	730	220	301
OPERATING EXPENSES:
Sales, marketing and operations	544	195	384
General and administrative	620	153	114
Technology and development	134	58	51
Total operating expenses	1,298	406	549
LOSS FROM OPERATIONS	(568)	(186)	(248)
DERIVATIVE AND WARRANT FAIR VALUE ADJUSTMENT	12	8	6
LOSS ON EXTINGUISHMENT OF DEBT	0	(11)	0
INTEREST EXPENSE	(143)	(68)	(110)
OTHER INCOME – Net	38	4	13
LOSS BEFORE INCOME TAXES	(661)	(253)	(339)
INCOME TAX EXPENSE	(1)	0	0
NET LOSS	(662)	(253)	(339)
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	0	0	2
NET LOSS ATTRIBUTABLE TO OPENDOOR TECHNOLOGIES INC.	$ (662)	$ (253)	$ (341)
Net loss per share attributable to common shareholders:
Basic (in dollars per share)	$ (1.12)	$ (2.31)	$ (4.26)
Diluted (in dollars per share)	$ (1.12)	$ (2.31)	$ (4.37)
Weighted-average shares outstanding:
Weighted average shares outstanding, basic (in shares)	592,574,000	109,301,000	79,977,000
Weighted average shares outstanding, diluted (in shares)	592,574,000	109,301,000	79,977,000

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Other Comprehensive Income [Abstract]
NET LOSS	$ (662)	$ (253)	$ (339)
OTHER COMPREHENSIVE (LOSS) INCOME:
Unrealized gains on marketable securities	(2)	0	0
COMPREHENSIVE LOSS	(664)	(253)	(339)
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	0	0	2
COMPREHENSIVE LOSS ATTRIBUTABLE TO OPENDOOR TECHNOLOGIES INC.	$ (664)	$ (253)	$ (341)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

CONSOLIDATED STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Millions	Total	Common Stock	Common Stock Restricted Shares	Common Stock RSUs	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Non- controlling interests	Series A Convertible Preferred Stock	Series B Convertible Preferred Stock	Series C Convertible Preferred Stock	Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Additional Paid-in Capital	Series E Convertible Preferred Stock	Series E Convertible Preferred Stock Additional Paid-in Capital	Series E-2 Convertible Preferred Stock
Temporary equity, shares outstanding, beginning balance (in shares) at Dec. 31, 2018									40,089,513	23,840,816	29,070,700	54,865,494		123,623,684
Temporary equity, beginning balance at Dec. 31, 2018									$ 10	$ 20	$ 81	$ 223		$ 731
Temporary Equity [Abstract]
Issuance of preferred stock (Series D, Series E, Series E-2) (in shares)												8,605,390				34,328,839
Issuance of preferred stock (Series D, Series E, Series E-1)												$ 35				$ 282
Temporary equity, shares outstanding, ending balance (in shares) at Dec. 31, 2019									40,089,513	23,840,816	29,070,700	63,470,884		157,952,523
Temporary equity, ending balance at Dec. 31, 2019									$ 10	$ 20	$ 81	$ 258		$ 1,013
Shares outstanding, beginning balance (in shares) at Dec. 31, 2018		77,863,856
Shareholders' equity (deficit), beginning balance at Dec. 31, 2018	$ (414)	$ 0			$ 31	$ (446)	$ 0	$ 1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock												$ 7	$ 7
Issuance of common stock in connection with acquisition (in shares)		1,550,059
Issuance of common stock in stock in connection with acquisition	7				7
Vesting of restricted stock (in shares)		2,106,144
Vesting of restricted stock		$ 1
Exercise of stock options (in shares)		3,037,155
Exercise of stock options	4				4
Repurchase of Series A, Series B and Series D preferred stock (in shares)		(808,771)
Repurchase of Series A, Series B and Series D preferred stock	(4)				(1)	(3)
Stock-based compensation	13				13
Purchase of non- controlling interests	(5)				(5)
Capital distribution of non-controlling interests	(3)							(3)
Net loss	(339)					(341)		2
Shares outstanding, ending balance (in shares) at Dec. 31, 2019		83,748,443
Shareholders' equity (deficit), ending balance at Dec. 31, 2019	(733)	$ 0			57	(790)	0	0
Temporary Equity [Abstract]
Issuance of preferred stock (Series D, Series E, Series E-2) (in shares)												485,262		364,070
Issuance of preferred stock (Series D, Series E, Series E-1)												$ 2		$ 2
Temporary equity, shares outstanding, ending balance (in shares) at Dec. 31, 2020									0	0	0	0		0
Temporary equity, ending balance at Dec. 31, 2020									$ 0	$ 0	$ 0	$ 0		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock (in shares)		1,389,585
Issuance of stock	1				1							$ 3	$ 3	$ 1	$ 1
Issuance of issuer stock rights in extinguishment of the 2019 Convertible Notes	213				213
Issuance of common stock in exchange for issuer stock rights (in shares)		21,460,401
Issuance of common stock in connection with acquisition (in shares)		111,742,632
Issuance of common stock in stock in connection with acquisition	889				889
Vesting of restricted stock (in shares)		1,461,844
Exercise of stock options (in shares)		5,638,019
Exercise of stock options	8				8
Stock-based compensation	$ 38				38
Conversion of common and preferred stock (in shares)	195,000,000	315,273,768							(40,089,513)	(23,840,816)	(29,070,700)	(63,956,146)		(158,316,593)
Conversion of common and preferred stock	$ 1,386				1,386				$ (10)	$ (20)	$ (81)	$ (260)		$ (1,015)
Net loss	(253)					(253)		0
Shares outstanding, ending balance (in shares) at Dec. 31, 2020		540,714,692
Shareholders' equity (deficit), ending balance at Dec. 31, 2020	1,553	$ 0			2,596	(1,043)	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock (in shares)		32,817,421
Issuance of stock	$ 857				857
Vesting of restricted stock (in shares)			1,370,447	24,004,565
Exercise of stock options (in shares)	8,919,000	8,919,289
Exercise of stock options	$ 15				15
Purchases of Capped Calls related to the 2026 Notes	(119)				(119)
Stock-based compensation	548				548
Other comprehensive income	(2)						(2)
Conversion of common and preferred stock (in shares)		8,200,151
Conversion of common and preferred stock	58				58
Net loss	(662)					(662)
Shares outstanding, ending balance (in shares) at Dec. 31, 2021		616,026,565
Shareholders' equity (deficit), ending balance at Dec. 31, 2021	$ 2,248	$ 0			$ 3,955	$ (1,705)	$ (2)	$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS	$ (662)	$ (253)	$ (339)
Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash (used in) provided by operating activities:
Depreciation and amortization	47	39	27
Amortization of right of use asset	8	24	12
Stock-based compensation	536	38	13
Warrant fair value adjustment	(12)	(31)	(6)
Gain on settlement of lease liabilities	(5)	0	0
Inventory valuation adjustment	56	8	32
Changes in fair value of derivative instruments	0	23	1
Changes in fair value of equity securities	(35)	0	0
Payment-in-kind interest	0	4	2
Net fair value adjustments and gain (loss) on sale of mortgage loans held for sale	(4)	(3)	0
Origination of mortgage loans held for sale	(196)	(128)	(23)
Proceeds from sale and principal collections of mortgage loans held for sale	197	126	22
Changes in operating assets and liabilities:
Escrow receivable	(83)	12	(3)
Real estate inventories	(5,656)	834	17
Other assets	(52)	3	(8)
Accounts payable and other accrued liabilities	76	(4)	(5)
Interest payable	4	(3)	0
Lease liabilities	(13)	(7)	(14)
Net cash (used in) provided by operating activities	(5,794)	682	(272)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(33)	(17)	(28)
Purchase of intangible assets	(1)	0	0
Purchase of marketable securities	(486)	(175)	(79)
Proceeds from sales, maturities, redemptions and paydowns of marketable securities	92	170	45
Purchase of non-marketable equity securities	(15)	0	0
Acquisitions, net of cash acquired	(33)	0	(33)
Net cash used in investing activities	(476)	(22)	(95)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible senior notes, net of issuance costs	953	0	178
Purchase of capped calls related to convertible senior notes	(119)	0	0
Proceeds from exercise of stock options	15	8	3
Proceeds from warrant exercise	22	0	0
Proceeds from Business Combination and PIPE offering	0	1,014	0
Proceeds from February 2021 Offering	886	0	0
Capital distributions of non-controlling interest	0	0	(3)
Proceeds from non-recourse asset-backed debt	11,499	1,309	3,641
Principal payments on non-recourse asset-backed debt	(5,838)	(2,130)	(3,475)
Proceeds from other secured borrowings	192	125	23
Principal payment on other secured borrowings	(192)	(121)	(21)
Payment of loan origination fees and debt issuance costs	(47)	(3)	(15)
Repurchase of common stock at fair value	0	0	(3)
Net cash provided by financing activities	7,342	161	646
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	1,072	821	279
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning of period	1,506	685	406
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – End of period	2,578	1,506	685
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION – Cash paid during the period for interest	122	57	86
DISCLOSURES OF NONCASH FINANCING ACTIVITIES:
Conversion of preferred stock to common stock	0	1,386	0
Issuance of issuer stock rights in extinguishment of the 2019 Convertible Notes	0	213	0
Noncash financing, issuance of common stock for acquisition	0	0	7
Recognition of warrant liability	0	81	0
Issuance of common stock in extinguishment of warrant liabilities	(35)	0	0
RECONCILIATION TO CONDENSED CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	1,731	1,413	405
Restricted cash	847	93	280
Cash, cash equivalents, and restricted cash	2,578	1,506	685
Series D Convertible Preferred Stock
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Convertible Preferred Stock	0	0	35
Series E Convertible Preferred Stock
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Convertible Preferred Stock	0	2	0
Series E-2 Convertible Preferred Stock
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Convertible Preferred Stock	0	0	283
Common Stock
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance cost of common stock	$ (29)	$ (43)	$ 0

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES

Description of Business

Opendoor Technologies Inc. (the “Company” and “Opendoor”) including its consolidated subsidiaries and certain variable interest entities (“VIEs”), is a leading digital platform for residential real estate. By leveraging software, data science, product design and operations, Opendoor has rebuilt the service model for real estate and have made buying and selling possible on a mobile device. The Company was incorporated in Delaware on December 30, 2013.

Correction of Prior Period Amounts

On April 12, 2021, subsequent to the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, the Acting Director of the Division of Corporation Finance and the Acting Chief Accountant of the SEC issued a Staff Statement (the “Staff Statement”) on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”).

The Company took into consideration the guidance in the Staff Statement and Accounting Standards Codification 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity ("ASC 815-40") and evaluated the Public and Sponsor Warrants (each as defined herein and collectively the "Warrants"). The Warrants were issued in a private placement simultaneously with the closing of the initial public offering of Social Capital Hedosophia Holdings Corp. II (“SCH”), assumed by the Company through the Business Combination (as defined herein) on December 18, 2020, and classified in shareholders' equity as of and for the year ended December 31, 2020. While the Company concluded the Public Warrants meet the criteria to continue to be classified in shareholders' equity, the Company concluded the Sponsor Warrants do not meet the scope exception from derivative accounting prescribed by ASC 815-40 and should therefore be recorded as a liability on the Company’s consolidated balance sheet at fair value as of the closing of the Business Combination, with subsequent changes in their fair value recognized in the Company’s consolidated statement of operations at each reporting date. The accounting for the Sponsor Warrants does not impact the Company’s financial statements in any reporting periods prior to the Business Combination, as the Company assumed the Warrants through the Business Combination which was accounted for as a reverse recapitalization.

The fair value of the Sponsor Warrants as of the Closing Date on December 18, 2020 and December 31, 2020 amounted to $81 million and $47 million, respectively. The change in fair value from the Closing Date through December 31, 2020 amounted to a gain of $34 million. The impact of the misstatement as of December 31, 2020 resulted in an understatement of the warrant liability of $47 million, and an overstatement of accumulated deficit and additional paid-in capital of $34 million and $81 million respectively.

The Company evaluated the impact of error related to the accounting treatment of Sponsor Warrants with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and determined, based on consideration of quantitative and qualitative factors, that the error had an immaterial impact, individually and in aggregate. The Company corrected its accounting for Sponsor Warrants in this Annual Report on Form 10-K for the year ended December 31, 2021.

The following table provides the impact of the correction on the Company's consolidated balance sheet as of December 31, 2020, as presented herein (in millions):


	December 31, 2020
	Previously Stated		Adjustments	As Corrected
WARRANT LIABILITIES	$	—	47	$	47
Total liabilities	$	576	47	$	623
Additional paid-in capital	$	2,677	(81)	$	2,596
Accumulated deficit	(1,077)		34	(1,043)
Total shareholders' equity	$	1,600	(47)	$	1,553

The following table provides the impact of the correction on the Company's consolidated statement of operations for the year ended December 31, 2020 (in millions):


	Year Ended December 31, 2020
	Previously Stated		Adjustments		As Corrected
DERIVATIVE AND WARRANT FAIR VALUE ADJUSTMENT	$	(26)	34		$	8
LOSS BEFORE INCOME TAXES	$	(287)	34		$	(253)
NET LOSS	$	(287)	34		$	(253)
Net loss per share attributable to common shareholders:
Basic	$	(2.62)	$	0.31	$	(2.31)
Diluted	$	(2.62)	$	0.31	$	(2.31)

Other than the changes made to reflect the impact of the recognition of the fair value of the Sponsor Warrants liability at the Closing Date to additional paid-in capital and the subsequent remeasurement of the fair value of the warrant liability at December 31, 2020 to accumulated deficit, there have been no changes to the Company's consolidated statement of temporary equity and shareholders’ equity (deficit) (in millions).


	Year Ended December 31, 2020
	Previously Stated		Adjustments	As Corrected
Additional paid-in capital	$	2,677	(81)	$	2,596
Accumulated deficit	(1,077)		34	(1,043)
Total shareholders' equity	$	1,600	(47)	$	1,553

The following table provides the impact of the correction on the Company's consolidated statement of cash flows for the year ended December 31, 2020 (in millions):


	Year Ended December 31, 2020
	Previously Stated		Adjustments	As Corrected
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(287)	34	$	(253)
Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash provided by (used in) operating activities:
Warrant fair value adjustment	$	3	(34)	$	(31)
DISCLOSURES OF NONCASH FINANCING ACTIVITIES:
Recognition of warrant liability	$	—	81	$	81

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared pursuant to generally accepted accounting principles in the United States of America (“GAAP”). The consolidated financial statements as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019 include the accounts of Opendoor, its wholly owned subsidiaries and VIEs where the Company is the primary beneficiary. The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the periods presented. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ materially from such estimates. Significant estimates, assumptions and judgments made by management include, among others,

the determination of the fair value of common stock, share-based awards, warrants, derivatives, and inventory valuation adjustment. Management believes that the estimates and judgments upon which they rely are reasonable based upon information available to them at the time that these estimates and judgments are made. To the extent that there are material differences between these estimates and actual results, the Company’s financial statements will be affected. The COVID-19 pandemic introduced significant additional uncertainties with respect to estimates, judgments and assumptions, which may materially impact these estimates.

Significant Risks and Uncertainties

The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, the Company believes that changes in any of the following areas could have a significant negative effect on the Company in terms of its future financial position, results of operations or cash flows: public health crises, like the COVID-19 pandemic; its rates of revenue growth; its ability to manage inventory; engagement and usage of its products; the effectiveness of its investment of resources to pursue strategies; competition in its market; the stability of the residential real estate market; the impact of interest rate changes on demand and its costs; changes in technology, products, markets or services by the Company or its competitors; the addition or loss of significant customers; its ability to maintain or establish relationships with listings and data providers; its ability to obtain or maintain licenses and permits to support its current and future businesses; actual or anticipated changes to its products and services; changes in government regulation affecting its business; the outcomes of legal proceedings; natural disasters and catastrophic events; scaling and adaptation of existing technology and network infrastructure; its management of its growth; its ability to attract and retain qualified employees and key personnel; its ability to successfully integrate and realize the benefits of its past or future strategic acquisitions or investments; the protection of customers’ information and other privacy concerns; the protection of its brand and intellectual property; and intellectual property infringement and other claims, among other things.

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, investments in marketable securities, and mortgage loans held for sale pledged under agreements to repurchase (“MLHFS”). The Company places cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, in order to limit exposure of the Company’s investments.

Similarly, the Company’s credit risk on mortgage loans held for sale is mitigated due to having a large number of customers. Further, the Company’s credit risk on mortgage loans held for sale is mitigated by the fact that the Company typically sells mortgages on the secondary market within a relatively short period of time after which the Company’s exposure is limited to borrower defaults within the initial few months of the mortgage.

Segment Reporting

For the years ended December 31, 2021, 2020, and 2019, the Company was managed as a single operating segment on a consolidated basis. Furthermore, the Company determined that the Co-Founder and Chief Executive Officer is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing performance, as well as for strategic operational decisions and managing the organization at a consolidated level.

Cash and Cash Equivalents

Cash includes demand deposits with financial institutions and cash items in transit. Cash equivalents include only investments with initial maturities of three months or less that are highly liquid and readily convertible to known amounts of cash. The Company maintains portions of the Company’s cash in bank deposit accounts, which, at times, may exceed federally insured limits. Management believes that the Company is not exposed to any significant credit risk related to cash deposits.

Restricted Cash

Restricted cash consists primarily of funds held in operating, collection, disbursement and reserve accounts related to the Company’s credit facilities and entities established for such credit facilities. The use of the restricted cash balance related to the Company’s credit facilities are constrained by contract to purchasing real estate inventory and certain related activities. In

addition, the Company is required to maintain letters of credit and a time deposit account for certain of the Company’s office leases. See “Note 7 — Credit Facilities and Long-Term Debt” for further discussion.

Marketable Securities

The Company’s investments in marketable securities consist of debt securities classified as available-for-sale as well as marketable equity securities. The Company’s available-for-sale debt securities are measured at fair value with unrealized gains and losses included in Accumulated other comprehensive income (loss) in shareholders’ equity and realized gains and losses included in Other income. None of the Company’s investments in marketable securities were impaired for the years ended December 31, 2021, 2020 and 2019. The Company’s marketable equity securities are measured at fair value with changes in fair value recognized in Other income. See “Note 4 — Cash, Cash Equivalents, and Marketable Securities” for further discussion.

Real Estate Inventory

Real estate inventory is carried at the lower of cost or net realizable value and the Company applies the specific identification method whereby each property constitutes the unit of account. Real estate inventory cost includes but is not limited to the property purchase price, acquisition costs and direct costs to renovate or repair the home, less inventory valuation adjustments, if any. Work-in-progress inventory includes homes undergoing updates and finished goods inventory includes homes ready for resale. Real estate inventory is reviewed for valuation adjustments at least quarterly. If the carrying amount or basis is not expected to be recovered, an inventory valuation adjustment is recorded to cost of revenue and the related assets are adjusted to their net realizable value.

Mortgage Loans Held for Sale Pledged under Agreements to Repurchase

MLHFS pledged under agreements to repurchase include residential mortgages originated for sale in the secondary markets on a best-effort basis. The Company has elected the fair value option for all MLHFS (see “Note 8 — Fair Value Disclosures”). This option allows for the Company to better offset changes in the fair value of MLHFS with derivatives used to economically hedge them when the Company moves away from selling on a best-effort basis, without applying hedge accounting. MLHFS are recorded at fair value based on sales commitments. MLHFS are transferred from the Company to the counterparty pursuant to a master repurchase agreement, which is treated as a secured borrowing; this treatment requires that the assets transferred remain on the Company’s balance sheet and measured as if the transfer did not take place.

Gains and losses on MLHFS, including the change in fair value associated with MLHFS, are recorded in Revenue. Direct loan origination costs and fees including headcount costs related to loan production are recorded in Cost of revenue. Interest income on MLHFS is calculated based upon the note rate of the loan and recorded in Interest income.

Convertible Senior Notes

The 0.25% convertible senior notes due in 2026 (the "2026 Notes") issued by the Company in August 2021 are accounted for wholly as debt. The 2026 Notes have an initial carrying value equal to the net proceeds from issuance. Issuance costs associated with the 2026 Notes are amortized over the term using the effective interest method. Conversions are settled through payment of cash or a combination of cash and stock, at the Company's option. Upon conversion, the carrying amount of the 2026 Notes, including any unamortized debt issuance costs, is reduced by cash paid, with any difference being reflected as a change in equity. There will not be any gains or losses recognized upon a conversion.

Capped Calls

The Company purchased certain capped calls in connection with the issuance of the 2026 Notes which it expects to reduce potential dilution from conversions of the 2026 Notes. The capped calls were determined to be freestanding financial instruments that meet the criteria for classification in equity; as such, the capped calls were recorded as a reduction of Additional paid-in capital within shareholders' equity and will not be subsequently remeasured.

Derivative Instruments

The Company’s derivative instruments are comprised of interest rate caps, interest rate lock commitments (“IRLCs”), and embedded conversion options related to the convertible notes issued in 2019 (the “2019 Convertible Notes”). The Company’s derivative instruments are freestanding in nature and some are utilized as economic hedges. These derivative instruments are recorded at fair value with changes recognized as a gain or loss to operations. Beginning in 2021, the Company changed the fair value classification of IRLCs from Level 2 to Level 3 as the Company began to adjust for the estimated pull-through rate, a Company specific input that is unobservable to market participants. See “Note 5 — Derivative Instruments” and “Note 8—Fair Value Disclosures” for further discussion.

Escrow Receivable

Escrow receivable consists of proceeds from home resale held in escrow prior to such proceeds being remitted to us. The Company reviews the need for an allowance for credit losses quarterly based on historical collections experience, among other factors. As of December 31, 2021 and 2020, the Company did not record an allowance for credit losses and for the years ended December 31, 2021, 2020 and 2019, the Company did not have any material write-offs.

No customers accounted for 10% or more of the Company’s Escrow Receivable as of December 31, 2021 or 2020, respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Property and equipment are capitalized and depreciated. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. Maintenance and repair costs are charged to expense as incurred. The estimated useful lives of the Company’s property and equipment are as follows:


Internally developed software			2 years
Software implementation costs			Lesser of 3 years or contract term
Computers			2 years
Security systems			1 year
Furniture and fixtures			5 years
Leasehold improvements			Lesser of useful life or lease term
Office equipment			3 years

Leases

The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period in exchange for consideration. Control over the use of the identified assets means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

For leases for which the Company is the lessee, the Company recognizes right-of-use assets and lease liabilities for all leases other than those with a term of 12 months or less as the Company has elected to apply the short-term lease recognition exemption. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are classified and recognized at the commencement date of a lease. Lease liabilities are measured based on the present value of fixed lease payments over the lease term. Right-of-use assets consist of (i) initial measurement of the lease liability; (ii) lease payments made to the lessor at or before the commencement date less any lease incentives received; and (iii) initial direct costs incurred by the Company. Lease payments may vary because of changes in facts or circumstances occurring after the commencement, including changes in inflation indices. Variable lease payments are excluded from the measurement of right-of-use assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred.

As the rates implicit on the Company’s leases for which it is the lessee are not readily determinable, the Company uses its incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments. When determining the incremental borrowing rate, the Company assesses multiple variables such as lease term, collateral, economic conditions, and its creditworthiness.

For operating leases, the Company recognizes straight-line rent expense.

The Company’s lease arrangements may include options to extend or early terminate a lease, which it does not include in expected lease terms unless they are reasonably certain to be exercised. The Company has lease arrangements with lease and non-lease components. As a lessee, the Company has elected to apply the practical expedient to combine lease and related non-lease components, for all classes of underlying assets, and shall account for the combined component as a lease component.

Internally Developed Software

For software the Company develops for internal use, the costs incurred in the preliminary stages of development are expensed as incurred. Once an application reaches the development stage, the Company capitalizes direct costs incurred (including internal and external) to property and equipment. Maintenance and on-going operating costs of developed applications are expensed as incurred. Amortization expense is recognized on a straight-line basis into technology and development expense.

Goodwill

Goodwill represents the difference between the purchase price and the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. The Company has a single reporting unit and management reviews goodwill for impairment annually on the first day of the third quarter and also if events or changes in circumstances indicate the occurrence of a triggering event. Goodwill is reviewed for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment.

Intangible Assets

The Company recorded intangible assets with finite lives, including developed technology, customer relationships, trademarks, and non-competition agreements, as a result of acquisitions as well as internal development. Intangible assets are amortized based on their estimated economic lives, ranging from 1 to 5 years.

Non-marketable Equity Securities

The Company's non-marketable equity securities are strategic investments in privately held companies. Non-marketable equity securities are investments that do not have a readily determinable fair value, which are measured at cost minus impairment, if any, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer (the “Measurement Alternative”). All gains and losses on these investments, realized and unrealized, are recorded in Other income-net on the Company's consolidated statements of operations. The Company assesses whether an impairment loss on its non-marketable equity securities has occurred due to declines in fair value or other market conditions. If any impairment is identified for non-marketable equity securities, the Company writes down the investment to its fair value. Non-marketable equity securities are reported in “Other assets” on the Company’s Consolidated Balance Sheets.

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment and definite-lived intangible assets, among other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is

recognized to the extent the carrying amount of the underlying asset exceeds its fair value. The impairment loss recognized for the years ended December 31, 2021 and 2020 is related to abandonment of property and equipment, impairment and abandonment of certain internally developed software projects, and sublease of certain right of use assets. The impairment loss recognized during the periods presented are as follows (in millions):


	Year Ended December 31,
	2021		2020		2019
General and administrative	$	1	$	1	$	—
Technology and development	3		1		—
Total impairment loss	$	4	$	2	$	—

Revenue Recognition

The Company generates revenue through home sales, along with other revenue from ancillary real estate services. Other revenue represents an insignificant portion of the Company’s total revenue.

The Company recognizes revenue when it satisfies its performance obligations by transferring control of promised goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

Home sales revenue consists of selling residential real estate to customers. Revenue is recognized when title to and possession of the property has transferred to the customer and the Company has no continuing involvement with the property, which is generally upon close of escrow. The amount of revenue recognized for each home sale is equal to the sale price of the home net of any concessions. The Company generally provides a 90-day guarantee on home sales, subject to terms and conditions. Returns on home sales have been limited in the Company’s experience and it does not estimate for returns in recognizing revenue.

Other revenue consists primarily of title insurance facilitation revenue, closing and escrow services, real estate broker commissions, and gain (loss) on sale of mortgage loans. These real estate services are provided in conjunction with home sales, and revenue is recognized consistent with home sales revenue, generally upon close of escrow.

No customers generated 10% or more of the Company’s total revenue in the years ended December 31, 2021, 2020 or 2019.

Cost of Revenue

Cost of revenue includes the property purchase price, acquisition costs, direct costs to renovate or repair the home and inventory valuation adjustments, if any. These costs are accumulated in real estate inventory during the property holding period and charged to cost of revenue under the specific identification method when the property is sold. Additionally, for the Company’s revenues other than home sales revenue, cost of revenue consists of any costs incurred in delivering the service including associated headcount expenses such as salaries, benefits, and stock-based compensation.

Sales, Marketing and Operations Expense

Sales, marketing and operations expense consists primarily of resale broker commissions, resale closing costs, holding costs related to real estate inventory including utilities, property taxes and maintenance, and expenses associated with product marketing, promotions and brand-building. Sales, marketing and operations expense includes any headcount expenses in support of sales, marketing, and real estate inventory operations such as salaries, benefits, and stock-based compensation. These costs are expensed as incurred.

Advertising costs are expensed as incurred. For the years ended December 31, 2021, 2020, and 2019, expenses attributable to advertising totaled $123 million, $33 million, and $75 million, respectively.

Technology and Development

Technology and development expense consists primarily of amortization expense of capitalized software development costs in addition to headcount expenses, including salaries, benefits, and stock-based compensation for employees in the design, development, testing, maintenance and operation of the Company’s mobile applications, websites, tools and other applications that support its products.

Stock-Based Compensation

Stock-based compensation awards consist of stock options, restricted stock units (“RSUs”), and shares of restricted stock (“Restricted Shares”).

Stock Options

The Company has granted stock options with a service condition to vest, which is generally four years. The Company records stock-based compensation expense for service-based stock options on a straight-line basis over the requisite service period, which is generally the option’s vesting period. These amounts are reduced by forfeitures as they occur. The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value as of the grant date for stock options.

RSUs

The Company has granted RSUs with a performance condition, based on a liquidity event, as defined by the share agreement, as well as a service condition to vest, which is generally four years. The Company determines the fair value of RSUs based on the valuation of the Company’s common stock as of the grant date. No compensation expense is recognized for performance-based awards until the liquidity event has occurred. Subsequent to the occurrence of a liquidity event, compensation expense is recognized to the extent the requisite service period has been completed. Compensation expense is recognized on an accelerated attribution basis over the requisite service period of the awards subject to the achievement of the liquidity event. After the Company became listed, the RSUs granted are generally only subject to a service condition to vest and typically vest over four years. Compensation expense is recognized on a straight-line basis subject to a floor of the vested number of shares for each award.

Market Condition RSUs

The Company has granted RSUs with a performance condition, based on a liquidity event, as defined by the share agreement, as well as a market condition to vest. Subject to the employee’s continued services to the Company, the market-based conditions are satisfied upon the Company's achievement of share price milestone calculated based on 60-day volume weighted average.

For market-based RSUs, the Company determines the grant-date fair value utilizing Monte Carlo simulations, which incorporates various assumptions including expected stock price volatility, contractual term, dividend yield, and stock price at grant date. The Company estimates the volatility of common stock on the date of grant based on the weighted-average historical stock price volatility of comparable publicly-traded companies. As the Company had no history of dividend payments and had not declared any prospective dividends, a 0% dividend yield was assumed.

For stock-based compensation, each market-based condition is treated as an accounting unit and expense is recognized over the requisite service period with respect to each unit and only if performance-based conditions are considered probable to be satisfied. The Company determines the requisite service period by comparing the derived service period to achieve the market-based condition and the explicit service-based period, if any, using the longer of the two service periods as the requisite service period.

Restricted Shares

The fair value of the Restricted Shares is equal to the estimated fair value of the Company’s common stock on the grant date. The Company recognizes compensation expense for the shares on a straight-line basis over the requisite service period of

the awards. The fair value of these shares will be recognized into common stock and additional paid-in-capital as the shares vest.

Income Taxes

The Company records income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby: (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

Consolidation of Variable Interest Entities

The Company is a variable interest holder in certain entities in which equity investors at risk do not have the characteristics of a controlling financial interest or where the entity does not have enough equity at risk to finance its activities without additional subordinated financial support from other parties; these entities are VIEs. The Company’s variable interest arises from contractual, ownership or other monetary interest in the entity, which fluctuates based on the VIE’s economic performance. The Company consolidates a VIE if it is the primary beneficiary. The Company is the primary beneficiary if it has a controlling financial interest, which includes both the power to direct the activities that most significantly impact the economic performance of the VIE and a variable interest that obligates the Company to absorb losses or the right to receive benefits that potentially could be significant to the VIE. To determine whether a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether or not the Company is the primary beneficiary of a VIE on an ongoing basis.

Public and Sponsor Warrants

On April 30, 2020, SCH consummated its IPO of 41,400,000 units, consisting of one share of Class A common stock and one third of one warrant exercisable for Class A common stock, at a price of $10.00 per unit. Each whole warrant entitled the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, SCH completed the private sale of 6,133,333 warrants to SCH’s sponsor at a price of $1.50 per warrant (the “Sponsor Warrants”). Each Sponsor Warrant allowed the sponsor to purchase one share of Class A common stock at $11.50 per share.

The Sponsor Warrants and shares of common stock issuable upon the exercise of Sponsor Warrants were not able to be transferred, assigned, or sold until 30 days after the completion of a Business Combination. Additionally, the Sponsor Warrants were eligible for cash and cashless exercises, at the holder’s option, and were redeemable only if the reference value, as defined in the Warrant Agreement, was less than $18.00 per share. If the Sponsor Warrants were held by someone other than the sponsors and certain permitted transferees, the Sponsor Warrants would have been redeemable and exercisable on the same basis as the Public Warrants.

The Company evaluated the Public and Sponsor Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and concluded that the Sponsor Warrants did not meet the criteria to be classified in shareholders’ equity.

Specifically, the exercise and settlement features for the Sponsor Warrants precluded them from being considered indexed to the Company’s own stock, given that a change in the holder of the Sponsor Warrants may alter the settlement of the Sponsor Warrants. Since the holder of the instrument is not an input to a standard option pricing model (a consideration with respect to the indexation guidance), the fact that a change in the holder could impact the value of the Sponsor Warrants means the Sponsor Warrants were not indexed to the Company’s own stock. Since the Sponsor Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the consummation of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidated statement of operations at each reporting period. The Company concluded that the Public Warrants, which did not have the same exercise and settlement features as the Sponsor Warrants, meet the criteria to be classified in shareholders' equity.

On June 9, 2021, the Company filed a notice of redemption of all outstanding Public Warrants and Sponsor Warrants. The end of the redemption period was July 9, 2021, at which time the Company redeemed all unexercised warrants at a price of $0.10 per Warrant.

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted this ASU as of January 1, 2021 and the adoption of this ASU did not have a material impact to the Company’s consolidated financial statements given that the Company has a full valuation allowance and the scenarios for which the guidance offer simplification are not significant for the Company.

In March 2020, the FASB issued ASU 2020-04 which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. The Company adopted this ASU as of January 1, 2021 and has elected to take advantage of this optional guidance in its transition away from LIBOR with certain debt contracts. The Company’s existing LIBOR based debt arrangements generally include provisions that contemplate the transition from LIBOR, but certain arrangements may have such provisions added or modified as the transition becomes more imminent. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements as the transition from LIBOR has not occurred.

In August 2020, the FASB issued ASU 2020-06, to simplify accounting for certain financial instruments. This guidance eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. The standard also amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The Company adopted this ASU as of January 1, 2021 using the modified retrospective method. The adoption of this ASU did not have a material impact to the Company’s consolidated financial statements.

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATIONS

BUSINESS COMBINATIONSOpendoor Labs Inc. entered into a merger agreement (the “Merger Agreement”) with Social Capital Hedosophia Holdings Corp. II, (“SCH”) on September 15, 2020. Pursuant to the Merger Agreement, Hestia Merger Sub Inc., a newly formed subsidiary of SCH (“Merger Sub”), merged with and into Opendoor Labs Inc. Upon the completion of the transactions contemplated by the terms of the Merger Agreement (the “Closing”) on December 18, 2020, the separate corporate existence of Merger Sub ceased and Opendoor Labs Inc. survived the merger and became a wholly owned subsidiary of SCH. On December 18, 2020, SCH also filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with

the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SCH was domesticated as a Delaware corporation, changing its name from “Social Capital Hedosophia Holdings Corp. II” to “Opendoor Technologies Inc.” These transactions are collectively referred to as the “Business Combination.”

The Business Combination was accounted for as a reverse recapitalization whereby SCH was determined as the accounting acquiree and Opendoor Labs Inc. as the accounting acquirer. This accounting treatment is equivalent to Opendoor Labs Inc. issuing stock for the net assets of SCH, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination are those of Opendoor Labs Inc. At the Closing, the Company received consideration of $377 million in cash as a result of the reverse recapitalization.

In connection with the Business Combination, SCH entered into subscription agreements with certain investors, whereby it issued 60,005,000 shares of common stock at $10.00 per share (“PIPE Shares”) for an aggregate purchase price of $600 million (“PIPE Investment”), which closed simultaneously with the consummation of the Business Combination. Upon the Closing, the PIPE Shares were automatically converted into shares of the Company's common stock on a one-for-one basis.

Upon the Closing, holders of Opendoor Labs Inc. common stock received shares of Opendoor Technologies common stock in an amount determined by application of the exchange ratio of 1.618 (“Exchange Ratio”), which was based on Opendoor Labs Inc.’s implied price per share prior to the Business Combination. For periods prior to the Business Combination, the reported share and per share amounts have been retroactively converted (“Retroactive Conversion”) by applying the Exchange Ratio.

In connection with the Business Combination, the Company incurred approximately $44 million of equity issuance costs, consisting of underwriting, legal, and other professional fees, which are recorded to additional paid-in capital as a reduction of proceeds.

OSN acquisition

On September 4, 2019, the Company acquired 100% of the outstanding equity of OS National LLC, including its consolidated subsidiaries (“OSN”). OSN, a company based in Duluth, Georgia, provides settlement, escrow and title services to consumers, financial institutions, real estate investment trusts, private equity firms, mortgage servicers and institutional investors to facilitate residential and commercial real estate transactions. The Company acquired OSN with the intent of streamlining the home-buying process for its customers by integrating settlement and escrow services into the Company’s existing product offerings. The Company indirectly acquired OSN’s noncontrolling interest in the title companies originally formed as joint ventures between Opendoor and OSN for $5 million, which was recorded as an equity transaction. As a result of this business combination, the Company became more vertically integrated with the ability to offer its customers OSN products and create a more seamless home buying experience while reducing its cost structure with respect to real estate transactions.

The acquisition-date fair value of the consideration transferred consisted of the following (in millions):


Cash consideration	$	34
Equity consideration – common stock	7
Total consideration transferred	$	41

Acquired intangible assets consist of trademarks and customer relationships valued at $5 million and $7 million, respectively. The Company amortizes these acquired intangible assets over 5 years.

Other Acquisitions

On September 3, 2021, the Company acquired 100% of the outstanding equity of Services Labs, Inc., including its consolidated subsidiaries (“Pro.com”), in exchange for $22 million in cash consideration. The Company acquired Pro.com, a construction project platform, for its technology and talent. Acquired intangible assets consist of developed technology valued at $4 million which will be amortized over one year. Goodwill attributed to the Pro.com acquisition was $16 million.

On November 3, 2021, the Company acquired the assets of RedDoor HQ Inc. as part of a business combination in exchange for $15 million in cash consideration, of which $2 million is to be paid out one year following the date of closing. The Company acquired the processes, systems and talent of RedDoor, which previously operated an online mortgage brokerage platform. Acquired intangible assets consist of developed technology valued at $3 million, which will be amortized over one year. Goodwill attributed to the RedDoor acquisition was $13 million.

REAL ESTATE INVENTORY

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

REAL ESTATE INVENTORY

The following table presents the components of inventory, net of applicable inventory valuation adjustments, as of the dates presented (in millions):


	December 31, 2021		December 31, 2020
Work-in-process	$	1,971	$	183
Finished goods	4,125		283
Total real estate inventory	$	6,096	$	466

CASH, CASH EQUIVALENTS, AND INVESTMENTS

12 Months Ended

Dec. 31, 2021

Cash and Cash Equivalents [Abstract]

CASH, CASH EQUIVALENTS, AND INVESTMENTS

The amortized cost, gross unrealized gains and losses, and fair value of cash, cash equivalents, and marketable securities as of December 31, 2021 and 2020, are as follows (in millions):


	December 31, 2021
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	81	$	—	$	—	$	81	$	81	$	—
Money market funds	1,350		—		—		1,350		1,350		—
Time deposit	300		—		—		300		300		—
Corporate debt securities	208		—		(1)		207		—		207
Mutual fund	200		—		—		200		—		200
Equity securities	46		—		—		46		—		46
Commercial paper	15		—		—		15		—		15
Asset-backed securities	7		—		—		7		—		7
Certificates of deposit	5		—		—		5		—		5
Sovereign bonds	4		—		—		4		—		4


Total	$	2,216	$	—	$	(1)	$	2,215	$	1,731	$	484


	December 31, 2020
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	710	$	—	$	—	$	710	$	710	$	—
Money market funds	618		—		—		618		618		—

Commercial paper	81		—		—		81		81		—
Corporate debt securities	30		—		—		30		4		26
Asset-backed securities	13		—		—		13		—		13




U.S. agency securities	7		—		—		7		—		7
U.S. Treasury securities	2		—		—		2		—		2
Total	$	1,461	$	—	$	—	$	1,461	$	1,413	$	48

A summary of debt securities with unrealized losses aggregated by period of continuous unrealized loss is as follows (in millions):


	Less than 12 Months				12 Months or Greater				Total
December 31, 2021	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Money market funds	$	259	$	—	$	—	$	—	$	259	$	—
Corporate debt securities	207		(1)		—		—		207		(1)
Commercial paper	15		—		—		—		15		—
Asset-backed securities	7		—		—		—		7		—
Certificates of deposit	5		—		—		—		5		—
Sovereign bonds	4		—		—		—		4		—
Total	$	497	$	(1)	$	—	$	—	$	497	$	(1)


	Less than 12 Months				12 Months or Greater				Total
December 31, 2020	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

Commercial paper	$	19	$	—	$	—	$	—	$	19	$	—
Corporate debt securities	7		—		—		—		7		—
Asset-backed securities	5		—		—		—		5		—


Total	$	31	$	—	$	—	$	—	$	31	$	—

The scheduled contractual maturities of debt securities as of December 31, 2021 are as follows (in millions):


December 31, 2021	Fair Value		Within 1 Year		After 1 Year through 5 Years
Corporate-debt securities	$	207	$	71	$	136
Commercial paper	15		15		—
Asset-backed securities	7		7		—
Certificates of deposit	5		5		—
Sovereign bonds	4		4		—


Total	$	238	$	102	$	136

As of December 31, 2021, the Company had $5 million of non-marketable equity securities measured using the Measurement Alternative. The Company did not record any adjustments to the carrying value of its non-marketable equity securities. As of December 31, 2020, the Company had no non-marketable equity securities. During the year ended December 31, 2021, the Company recognized $35 million of unrealized gains in the consolidated statements of operations related to equity securities still held as of December 31, 2021

DERIVATIVE INSTRUMENTS

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS

DERIVATIVE INSTRUMENTSThe Company uses certain types of derivative instruments in the normal course of business and the Company’s use of derivatives includes interest rate caps to manage interest rate risk, IRLCs with respect to our MLHFS, and embedded conversion options with respect to the Company’s 2019 Convertible Notes. Derivative transactions can be measured in terms of notional amount, but this amount is not recorded on the balance sheet and is not, when viewed in isolation, a meaningful measure of the risk profile of the instruments. The notional amount is generally not exchanged, but is used only as the basis on which interest and other payments are determined.

Interest Rate Caps

The Company uses free-standing derivative instruments in the normal course of business as economic hedges to manage interest rate risks with respect to its variable asset-backed senior revolving credit facilities. The interest rate caps were carried at fair value in Other current assets with changes in fair value included in Other income. The Company’s interest rate cap position expired in November 2020.

Interest Rate Lock Commitments

In originating mortgage loans, the Company enters into IRLCs with prospective borrowers which are freestanding derivative instruments. IRLCs are a commitment that binds the Company, subject to loan underwriting and approval process, to fund the loan at a specified interest rate, regardless of fluctuations in the market interest rates between commitment date and funding date. The interest rate risk associated with the fluctuations in market interest rates between commitment date and funding date with respect to IRLCs is mitigated as the Company operates under the best effort basis whereby at the time of commitment, the Company enters into a sales commitment with a third-party for the same prospective loan. The fair value of interest rate lock commitments is presented in Other current assets. The change in fair value on IRLCs is a component of Other revenue.

Embedded Conversion Options

The Company bifurcated the embedded conversion features associated with the 2019 Convertible Notes. The 2019 Convertible Notes and the related bifurcated embedded conversion options were extinguished in September 2020. Prior to extinguishment, the embedded conversion options were measured at fair value and were presented in Derivative and warrant liabilities. The change in fair value of the embedded conversion options is a component of Derivative and warrant fair value adjustment.

The following table presents the total notional amounts and fair values for the Company’s derivatives (in millions):


	Notional Amount		Fair Value Derivatives
December 31, 2021			Asset		Liability

Interest rate lock commitments	$	21	$	—	$	—


	Notional Amount		Fair Value Derivatives
December 31, 2020			Asset		Liability
Interest rate lock commitments	$	15	$	—	$	—

The following table presents the net gains and losses recognized on derivatives within the respective line items in the statement of operations for the periods indicated (in millions):


	Year Ended December 31,
	2021		2020		2019

Derivative and warrant fair value adjustment	$	—	$	(23)	$	—
Other income, net	$	—	$	—	$	(1)

VARIABLE INTEREST ENTITIES

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VARIABLE INTEREST ENTITIES

The Company utilizes VIEs in the normal course of business to support the Company’s financing needs. The Company determines whether the Company is the primary beneficiary of a VIE at the time it becomes involved with the VIE and reconsiders that conclusion on an on-going basis. See “Note 1 — Description of Business and Accounting Policies” for further discussion of the Company’s “Consolidation of Variable Interest Entities” policy.

The Company established certain special purpose entities (“SPEs”) for the purpose of financing the Company’s purchase and renovation of real estate inventory through the issuance of asset-backed debt. The Company is the primary beneficiary of

the various VIEs within these financing structures and consolidates these VIEs. The Company is determined to be the primary beneficiary based on its power to direct the activities that most significantly impact the economic outcomes of the SPEs through its role in designing the SPEs and managing the real estate inventory they purchase and sell. The Company has a potentially significant variable interest in the entities based upon the equity interest the Company holds in the VIEs.

The following table summarizes the assets and liabilities related to the VIEs consolidated by the Company as of December 31, 2021 and 2020 (in millions):


	December 31, 2021		December 31, 2020
Assets
Cash and cash equivalents	$	9	$	16
Restricted cash	838		81
Real estate inventory	6,046		461
Other(1)	113		7
Total assets	$	7,006	$	565
Liabilities
Non-recourse asset-backed debt	$	6,102	$	475
Other(2)	70		3
Total liabilities	$	6,172	$	478

________________

(1)Includes escrow receivable and other current assets.

(2)Includes accounts payable and other accrued liabilities and interest payable.

The creditors of the VIEs generally do not have recourse to the Company’s general credit solely by virtue of being creditors of the VIEs, with the exception of limited guarantees provided by an Opendoor subsidiary for credit facilities. See “Note 7 — Credit Facilities and Long-Term Debt” for further discussion of the recourse obligations with respect to the VIEs.

CREDIT FACILITIES AND LONG-TERM DEBT

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

CREDIT FACILITIES AND LONG-TERM DEBT

The following tables summarize certain details related to the Company's credit facilities and long-term debt as of December 31, 2021 and 2020 (in millions, except interest rates):


			Outstanding Amount
December 31, 2021	Borrowing Capacity		Current		Non-Current		Weighted Average Interest Rate		End of Revolving / Withdrawal Period	Final Maturity Date
Non-Recourse Asset-backed Debt:
Asset-backed Senior Revolving Credit Facilities
Revolving Facility 2018-2	$	1,250	$	759	$	—	2.84	%	September 23, 2022	December 23, 2022
Revolving Facility 2018-3	750		673		—		2.39	%	May 26, 2024	May 26, 2024
Revolving Facility 2019-1	900		648		—		2.84	%	June 30, 2023	June 30, 2023
Revolving Facility 2019-2	1,850		1,149		—		2.52	%	July 8, 2023	July 8, 2024
Revolving Facility 2019-3	925		886		—		3.25	%	August 22, 2022	August 21, 2023
Revolving Facility 2021-1	125		125		—		2.15	%	October 31, 2022	October 31, 2022
Asset-backed Senior Term Debt Facilities
Term Debt Facility 2021-S1	400		—		400		3.48	%	April 1, 2024	April 1, 2025
Term Debt Facility 2021-S2	600		—		500		3.20	%	September 10, 2024	September 10, 2025
Term Debt Facility 2021-S3	1,000		—		—		3.75	%	5 Years from Initial Draw Date	5 Years, 6 Months from Initial Draw Date
Total	$	7,800	$	4,240	$	900
Issuance Costs					(3)
Carrying Value					$	897

Asset-backed Mezzanine Term Debt Facilities

Term Debt Facility 2020-M1	$	3,000	$	—	$	1,000	10.00	%	April 1, 2025	April 1, 2026
Total	$	3,000	$	—	$	1,000
Issuance Costs					(35)
Carrying Value					$	965

Total Non-Recourse Asset-backed Debt	$	10,800	$	4,240	$	1,862

Recourse Debt - Other Secured Borrowings:
Mortgage Financing
Repo Facility 2019-R1	$	100	$	7	$	—	1.84	%	May 26, 2022	May 26, 2022
Total Recourse Debt	$	100	$	7	$	—


	Outstanding Amount
December 31, 2020	Current		Non-Current		Weighted Average Interest Rate
Non-Recourse Asset-backed Debt:
Asset-backed Senior Revolving Credit Facilities
Revolving Facility 2018-1	$	—	$	—	4.28	%
Revolving Facility 2018-2	—		—		4.36	%
Revolving Facility 2018-3	25		—		4.19	%
Revolving Facility 2019-1	33		—		3.58	%
Revolving Facility 2019-2	230		—		3.08	%
Revolving Facility 2019-3	51		—		3.60	%





Total	$	339	$	—

Asset-backed Mezzanine Term Debt Facilities
Term Debt Facility 2016-M1	$	—	$	40	10.00	%
Term Debt Facility 2020-M1	—		100		10.00	%
Total	$	—	$	140
Issuance Costs			(5)
Carrying Value			$	135

Total Non-Recourse Asset-backed Debt	$	339	$	135

Recourse Debt - Other Secured Borrowings:
Mortgage Financing
Repo Facility 2019-R1	$	7	$	—	1.94	%
Total Recourse Debt	$	7	$	—

Non-Recourse Asset-backed Debt

The Company utilizes inventory financing facilities consisting of asset-backed senior debt facilities and asset-backed mezzanine term debt facilities to provide financing for the Company’s real estate inventory purchases and renovation. The credit facilities are secured by the assets and equity of one or more SPEs. Each SPE is a consolidated subsidiary of Opendoor and a separate legal entity. Neither the assets nor credit of any such SPE are generally available to satisfy the debts and other obligations of any other Opendoor entities, except to the extent other Opendoor entities are also a party to the financing arrangements. These facilities are non-recourse to Opendoor and, with limited exceptions, non-recourse to other Opendoor subsidiaries.

As of December 31, 2021, the Company had total borrowing capacity with respect to the Company’s non-recourse asset backed debt of $10.8 billion. Borrowing capacity amounts under non-recourse asset backed debt as reflected in the table above are in some cases not fully committed and any borrowings above the fully committed amounts are subject to the applicable lender’s discretion. As of December 31, 2021, the Company had fully committed borrowing capacity with respect to the Company’s non-recourse asset backed debt of $7.8 billion.

Asset-backed Senior Revolving Credit Facilities

The Company classifies the senior revolving credit facilities as current liabilities on the Company’s consolidated balance sheets as amounts drawn to acquire and renovate homes are required to be repaid as the related real estate inventory is sold, which the Company expects to occur within 12 months.

Borrowing capacity amounts under the senior revolving credit facilities as reflected in the table above are in some cases not fully committed and any borrowings above the fully committed amounts are subject to the applicable lender’s discretion. As of December 31, 2021, the Company had fully committed borrowing capacity with respect to the Company’s senior revolving credit facilities of $3.9 billion.

The senior revolving credit facilities are typically structured with an initial revolving period of up to 24 months during which time amounts can be borrowed, repaid and borrowed again. The borrowing capacity is generally available until the end of the applicable revolving period as reflected in the table above. Outstanding amounts drawn under each senior revolving credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event. The final maturity dates and revolving period end dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above.

Borrowings under the senior revolving credit facilities accrue interest at a rate based on a LIBOR reference rate plus a margin that varies by facility. The Company may also pay fees on certain unused portions of the committed borrowing capacity, as defined in the respective credit agreements. The Company’s senior revolving credit facility arrangements typically include upfront fees that may be paid at execution of the applicable agreements or be earned at execution and payable over time. These facilities are generally fully prepayable at any time without penalty other than customary LIBOR breakage costs.

These borrowings are collateralized by cash, equity in the real estate owning SPEs, and the real estate inventory funded by the relevant facility. The lenders have legal recourse only to the real estate-owning SPE borrowers, certain SPE guarantors, and the assets securing the debt, and do not have general recourse to the Company.

The senior revolving credit facilities have aggregated borrowing bases, which increase or decrease based on the cost and value of the properties financed under a given facility and the time that those properties are in the Company’s possession. When the Company resells a home, the proceeds are used to reduce the outstanding balance under the related senior revolving credit facility. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds and any borrowing base deficiencies may be satisfied through contributions of additional properties or partial repayment of the facility.

Asset-backed Senior Term Debt Facilities

The Company classifies its senior term debt facilities as non-current liabilities on the Company's consolidated balance sheets because its borrowings under these facilities are generally not required to be repaid until the final maturity date.

Borrowing capacity amounts under the senior term debt facilities as reflected in the table above are in some cases not fully committed and any borrowings above the fully committed amounts are subject to the applicable lender’s discretion. Any amounts repaid reduce total borrowing capacity as repaid amounts are not available to be reborrowed. As of December 31, 2021, the Company had fully committed borrowing capacity with respect to the Company’s senior term debt facilities of $1.7 billion. The total outstanding amount presented above includes $900 million of non-current liabilities; the carrying value of the non-current liabilities is reduced by issuance costs of $3 million.

The senior term debt facilities are typically structured with an initial withdrawal period of up to 60 months during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity for each facility. Outstanding amounts drawn under each senior term debt facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event. The final maturity dates and withdrawal period end dates reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above.

Borrowings under the senior term debt facilities accrue interest at a fixed rate. The Company's senior term debt facilities may include upfront issuance costs that are capitalized as part of the facilities' respective carrying values. These facilities are fully prepayable at any time but may be subject to certain customary prepayment penalties.

The senior term debt facilities have aggregated property borrowing bases, which increase or decrease based on the cost and the value of the properties financed under a given facility, the time that those properties are in the Company’s possession and the amount of cash collateral pledged by the SPE borrowers. The borrowing bases for a given facility may be reduced as

properties age beyond certain thresholds and any borrowing base deficiencies may be satisfied through contributions of additional properties, cash or through partial repayment of the facility.

Asset-backed Mezzanine Term Debt Facilities

The Company classifies its mezzanine term debt facilities as long-term liabilities on the Company’s consolidated balance sheets because its borrowings under these facilities are generally not required to be repaid until the applicable final maturity date. These facilities are structurally and contractually subordinated to the related asset-backed senior debt facilities.

Borrowing capacity under the mezzanine term debt facilities as reflected in the table above are not fully committed and any borrowings above the fully committed amounts are subject to the applicable lender’s discretion. Any amounts repaid reduce total borrowing capacity as repaid amounts are not available to be reborrowed. As of December 31, 2021, the Company had fully committed borrowing capacity with respect to the Company’s mezzanine term debt facilities of $2.3 billion. The total outstanding amount presented above includes $1.0 billion of non-current liabilities; the carrying value of the non-current liabilities is reduced by issuance costs of $35 million.

The mezzanine term debt facilities have been structured with an initial 42 month withdrawal period during which the outstanding principal amounts are generally not required to be repaid when homes financed through those facilities are sold and instead are intended to remain outstanding until final maturity. Outstanding amounts drawn under the mezzanine term debt facilities are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default or other mandatory repayment event. The final maturity date and withdrawal period end date reflected in the table above are inclusive of any extensions that are at the sole discretion of the Company. These facilities may also have extensions subject to lender discretion that are not reflected in the table above.

Borrowings under a given term debt facility accrue interest at a fixed rate. The mezzanine term debt facilities include upfront issuance costs that are capitalized as part of the facilities’ respective carrying values. These facilities are fully prepayable at any time but may be subject to certain prepayment penalties.

These borrowings are collateralized by cash and equity in certain holding companies that own the Company’s real estate owning SPEs. The lenders generally have legal recourse only to the applicable borrowers of the debt and their assets securing the debt and do not have recourse to Opendoor and, with limited exceptions, do not have recourse to other Opendoor subsidiaries.

The mezzanine term debt facilities have aggregated property borrowing bases, which increase or decrease based on the cost and the value of the properties financed under a given facility and time in the Company’s possession of those properties and the amount of cash collateral pledged by the relevant SPE borrower. The borrowing base for a given facility may be reduced as properties age beyond certain thresholds and any borrowing base deficiencies may be satisfied through contributions of additional properties or cash or through partial repayment of the facility.

Covenants

The Company’s inventory financing facilities include customary representations and warranties, covenants and events of default. Financed properties are subject to customary eligibility criteria and concentration limits.

The terms of these inventory financing facilities and related financing documents require Opendoor to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth or leverage (ratio of debt to equity). As of December 31, 2021, the Company was in compliance with all financial covenants and no event of default had occurred.

Mortgage Financing

To provide capital for Opendoor Home Loans, the Company utilizes a master repurchase agreement (the “Repurchase Agreement”) which is classified as a current liability on its consolidated balance sheets. In March 2019, the Company entered into the Repurchase Agreement with a lender to provide short-term funding for mortgage loans originated by Opendoor Home Loans. The facility provides short-term financing between the issuance of a mortgage loan and when Opendoor Home Loans

sells the loan to an investor. In accordance with the Repurchase Agreement, the lender agrees to pay Opendoor Home Loans a negotiated purchase price for eligible loans and Opendoor Home Loans simultaneously agrees to repurchase such loans from the lender within a specified timeframe and at an agreed upon price that includes interest. Opendoor Labs Inc. is the guarantor with respect to the Repurchase Agreement and the obligation to repurchase loans previously transferred under the arrangement for the benefit of the lender.

As of December 31, 2021, the Repurchase Agreement has a borrowing capacity of $100 million, of which $20 million is fully committed. The Repurchase Agreement includes customary representations and warranties, covenants and provisions regarding events of default. As of December 31, 2021, $7 million in mortgage loans were financed under the facility, and Opendoor was in compliance with all financial covenants and no event of default had occurred.

Transactions under the Repurchase Agreement bear interest at a rate based on one-month LIBOR plus an applicable margin, as defined in the Repurchase Agreement, and are secured by residential mortgage loans available for sale. The Repurchase Agreement contains margin call provisions that provide the lender with certain rights in the event of a decline in the market value of the assets purchased under the Repurchase Agreement. The Repurchase Agreement is recourse to Opendoor Labs Inc.

Convertible Senior Notes

In August 2021, the Company issued the 2026 Notes with an aggregate principal amount of $978 million. The tables below summarizes certain details related to the 2026 Notes (in millions, except interest rates):


December 31, 2021	Aggregate Principal Amount		Unamortized Debt Issuance Costs		Net Carrying Amount
2026 Notes	$	978	$	(24)	$	954


December 31, 2021	Maturity Date	Stated Cash Interest Rate		Effective Interest Rate		Semi-Annual Interest Payment Dates	Conversion Rate	Conversion Price
2026 Notes	August 15, 2026	0.25	%	0.77	%	February 15; August 15	51.9926	$	19.23

The 2026 Notes will be convertible at the option of the holders before February 15, 2026 only upon the occurrence of certain events. Beginning on August 20, 2024, the Company has the option to redeem the 2026 Notes upon meeting certain conditions related to price of the Company's common stock. Beginning on February 15, 2026 and until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2026 Notes are convertible at any time at election of each holder. The conversion rate and conversion price are subject to customary adjustments under certain circumstances. In addition, if certain corporate events that constitute a make-whole fundamental change occur, then the conversion rate will be adjusted in accordance with the make-whole table within the Indenture. Upon conversion, the Company may satisfy its conversion obligation by paying cash or providing a combination of cash and the Company's common stock, at the Company's election, based on the applicable conversion rate.

For the year ended December 31, 2021, total interest expense on the Company's convertible senior notes was $3 million, with coupon interest of $1 million and amortization of debt issuance costs of $2 million.

Capped Calls

In August 2021, in connection with the issuance of the 2026 Notes, the Company purchased capped calls (the "Capped Calls") from certain financial institutions at a cost of $119 million. The Capped Calls cover, subject to customary adjustments, the number of shares of the Company's common stock underlying the 2026 Notes. By entering into the Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event of a conversion of the 2026 Notes settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2026 Notes its common stock

price exceeds the conversion price. The Capped Calls have an initial strike price of $19.23 per share and an initial cap price of $29.59 per share or a cap price premium of 100%.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Subparagraph (g)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 470
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

FAIR VALUE DISCLOSURES

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE DISCLOSURES

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.

Following is a discussion of the fair value hierarchy and the valuation methodologies used for assets and liabilities recorded at fair value on a recurring and nonrecurring basis and for estimating fair value for financial instruments not recorded at fair value.

Fair Value Hierarchy

Fair value measurements of assets and liabilities are categorized based on the following hierarchy:

Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities.

Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means.

Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.

Estimation of Fair Value

The following table summarizes the fair value measurement methodologies, including significant inputs and assumptions, and classification of the Company’s assets and liabilities.

Asset/Liability Class

Valuation Methodology, Inputs and

Assumptions

Classification

Cash and cash equivalents

Carrying value is a reasonable estimate of fair value based on short-term nature of the instruments.

Level 1 estimated fair value measurement.

Restricted cash

Carrying value is a reasonable estimate of fair value based on short-term nature of the instruments.

Level 1 estimated fair value measurement.

Marketable securities

Debt securities

Prices obtained from third-party vendors that compile prices from various sources and often apply matrix pricing for similar securities when no price is observable.

Level 2 recurring fair value measurement.

Mutual fund

Price is quoted given the security is traded on an exchange.

Level 1 recurring fair value measurement.

Equity securities

Price is quoted given the securities traded on an exchange.

Level 1 recurring fair value measurement.

Mortgage loans held for sale pledged under agreements to repurchase

Fair value is estimated based on observable market data including quoted market prices, deal price quotes, and sale commitments.

Level 2 recurring fair value measurement.

Other current assets

Mortgage loans held for sale

Fair value is estimated based on observable market data including quoted market prices and deal price quotes.

Level 2 recurring fair value measurement.

Interest rate lock commitments

Fair value of the underlying loan based on observable quoted market prices in the secondary market and sale commitments, with adjustments for the estimated pull-through rate.

Level 2 recurring fair value measurement for fair value based on observable inputs. Level 3 recurring fair value measurement for fair value with unobservable inputs.

Other assets

Non-marketable equity securities

Fair value is estimated using the observable transaction price.

Level 2 non-recurring fair value measurement for fair value based on transaction price.

Non-recourse asset-backed debt

Credit facilities

Fair value is estimated using discounted cash flows based on current lending rates for similar credit facilities with similar terms and remaining time to maturity.

Carried at amortized cost.

Level 2 estimated fair value measurement.

Other secured borrowings

Loans sold under agreements to repurchase

Fair value is estimated using discounted cash flows based on current lending rates for similar asset-backed financing facilities with similar terms and remaining time to maturity.

Carried at amortized cost.

Level 2 estimated fair value measurement.

Convertible senior notes

Fair value is estimated using broker quotes and other observable market inputs.

Carried at amortized cost.
Level 2 estimated fair value measurement.

Derivative and warrant liabilities

Sponsor Warrants

Fair value is estimated using the price of the Public Warrants or their settlement value.

Level 2 recurring fair value measurement.

Warrants

Fair value is estimated using the Black-Scholes-Merton option pricing model with inputs and assumptions including the Company’s equity valuation, expected volatility, expected duration of the warrants, and associated risk-free rate.

Level 3 recurring fair value measurement.

Embedded conversion options

Fair value is estimated using a lattice model incorporating the probabilities of various conversion scenarios with respect to timing and conversion features under the terms of the 2019 Convertible Notes.

Level 3 recurring fair value measurement.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following tables present the levels of the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in millions).


December 31, 2021	Balance at Fair Value		Level 1		Level 2		Level 3
Marketable securities:
Corporate debt securities	$	207	$	—	$	207	$	—
Mutual fund	200		200		—		—
Equity securities	46		46		—		—
Commercial paper	15		—		15		—
Asset-backed securities	7		—		7		—
Certificates of deposit	5		—		5		—
Sovereign bonds	4		—		4		—


Mortgage loans held for sale pledged under agreements to repurchase	7		—		7		—
Other current assets:
Mortgage loans held for sale	4		—		4		—

Total assets	$	495	$	246	$	249	$	—


December 31, 2020	Balance at Fair Value		Level 1		Level 2		Level 3
Marketable securities:
Corporate debt securities	$	26	$	—	$	26	$	—


Asset-backed securities	13		—		13		—



U.S. agency securities	7		—		7		—
U.S. Treasury securities	2		—		2		—
Mortgage loans held for sale pledged under agreements to repurchase	8		—		8		—



Total assets	$	56	$	—	$	56	$	—
Warrant liabilities:
Sponsor Warrants	47		—		47		—
Total liabilities	$	47	$	—	$	47	$	—

Fair Value of Financial Instruments

The following presents the carrying value, estimated fair value and the levels of the fair value hierarchy for the Company’s financial instruments other than assets and liabilities measured at fair value on a recurring basis (in millions).


	December 31, 2021
	Carrying Value		Fair Value		Level 1		Level 2
Assets:
Cash and cash equivalents	$	1,731	$	1,731	$	1,731	$	—
Restricted cash	847		847		847		—
Other assets:
Non-marketable equity securities	5		5		—		5
Liabilities:
Non-recourse asset-backed debt	$	6,102	$	6,140	$	—	$	6,140
Other secured borrowings	7		7		—		7
Convertible senior notes	954		1,019		—		1,019


	December 31, 2020
	Carrying Value		Fair Value		Level 1		Level 2
Assets:
Cash and cash equivalents	$	1,413	$	1,413	$	1,413	$	—
Restricted cash	93		93		93		—


Liabilities:
Non-recourse asset-backed debt	$	475	$	479	$	—	$	479
Other secured borrowings	7		7		—		7

The following table shows a reconciliation from the opening balances to the closing balances for Level 3 Fair values (in millions):


	Warrants		Embedded Conversion Option		Interest Rate Lock Commitments
Balance as of December 31, 2018	$	18	$	—	$	—
Issuances	1		42		—

Exercise of warrants	(7)		—		—


Net change in fair value	(7)		—		—
Balance as of December 31, 2019	$	5	$	42	$	—

Settlement of 2019 Convertible Notes	—		(65)		—
Exercise of warrants	(7)		—		—


Net change in fair value	2		23		—
Balance as of December 31, 2020	$	—	$	—	$	—



Additions	—		—		5
Originations/Terminations	—		—		(5)

Balance as of December 31, 2021	$	—	$	—	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2021 and 2020, consisted of the following (in millions):


	2021		2020
Internally developed software	$	71	$	48
Computers	11		5
Security systems	10		1
Furniture and fixtures	3		3
Software implementation costs	3		2
Leasehold improvements	2		2
Office equipment	2		2
Total	102		63
Accumulated depreciation and amortization	(57)		(34)
Property and equipment – net	$	45	$	29

Depreciation and amortization expense of $27 million, $22 million, and $15 million was recorded for the years ended December 31, 2021, 2020 and 2019, respectively.

LEASES

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

LEASES

The Company leases office space throughout the United States under operating and short-term lease agreements. These lease agreements have terms not exceeding 11 years and some contain multi-year renewal options or early termination options that are not considered reasonably certain of exercise except as discussed below. The Company also leases equipment under immaterial finance lease agreements.

Components of lease costs for the years ended the December 31, 2021, 2020, and 2019, are as follows (in millions):


	Year Ended December 31,
	2021		2020		2019
Operating lease cost	$	12	$	34	$	12
Variable lease cost	1		—		1
Short-term lease cost	—		1		2
Sublease income	(1)		—		(1)
Net lease cost	$	12	$	35	$	14

The following table present supplemental lease information (in millions):


December 31,	2021		2020		2019
Cash paid for amounts included in the measurement of operating lease liabilities	$	(10)	$	(13)	$	(11)
Right-of-use assets obtained in exchange for new or acquired lease liabilities	$	—	$	40	$	58

There were no other material lease modifications in the year ended December 31, 2021.

For the year ended December 31, 2020, terminations of certain operating leases resulted in the reduction of right-of-use assets and lease liabilities of approximately $28 million. Of this reduction in operating lease liabilities and right-of-use assets, $28 million is attributable to the Company exercising an option to early terminate the Company’s lease in San Francisco. As the Company does not anticipate returning to the San Francisco space, the Company accelerated amortization of the right-of-use asset by $13 million for the one year term remaining after exercising the early termination option. In exercising the Company’s early termination option, the Company incurred $5 million in early termination fees for the year ended December 31, 2020. In

January 2021, the Company terminated the San Francisco lease prior to the anticipated termination date of September 30, 2021, which resulted in a $5 million gain recognized for the year ended December 31, 2021. See “Note 20 — Restructuring” for further discussion. There were no other material lease modifications for the year ended December 31, 2020.

The weighted average lease term and the weighted average discount rate are as follows:


December 31,	2021		2020
Weighted average remaining lease term for operating leases (in years)	7.6		6.5
Weighted average discount rate for operating leases	9.8	%	9.1	%

Maturity of operating lease liabilities as of December 31, 2021 are as follows (in millions):


2022	$	8
2023	8
2024	9
2025	8
2026	7
Thereafter	27
Total undiscounted future cash flows	$	67
Less: Imputed interest	21
Total lease liabilities	$	46

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

For the year ended December 31, 2021, the carrying amount of goodwill increased by $29 million due to the acquisition of Pro.com and RedDoor. For further information on the acquisition, see “Note 2 — Business Combination”. There were no additions to goodwill for the year ended December 31, 2020. No impairment of goodwill was identified for the years ended December 31, 2021, 2020, and 2019.

Intangible assets subject to amortization consisted of the following as of December 31, 2021 and 2020, respectively (in millions, except years):



December 31, 2021	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Remaining Weighted Average Useful Life (Years)
Developed technology	$	7	$	(2)	$	5	0.7
Customer relationships	7		(3)		4		2.7
Trademarks	5		(2)		3		2.7

Intangible assets – net	$	19	$	(7)	$	12



December 31, 2020	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Remaining Weighted Average Useful Life (Years)
Customer relationships	$	8	$	(3)	$	5	3.7
Trademarks	5		(1)		4		3.7
Developed technology	3		(3)		—		0

Intangible assets – net	$	16	$	(7)	$	9

Amortization expense for intangible assets was $4 million, $4 million, and $3 million for the years ended December 31, 2021, 2020, and 2019, respectively.

As of December 31, 2021, expected amortization of intangible assets is as follows (in millions):


Fiscal Years
2022	$	8
2023	2
2024	2


Total	$	12

ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES

Accounts payable and accrued liabilities as of December 31, 2021 and 2020, consisted of the following (in millions):


	2021		2020
Accrued expenses due to vendors	$	66	$	11
Accrued property and franchise taxes	24		1
Legal contingency accrual	18		4
Accrued payroll and other employee related expenses	17		6
Accounts payable due to vendors	3		3
Other	9		—
Total accounts payable and other accrued liabilities	$	137	$	25

SHAREHOLDERS’ EQUITY	12 Months Ended
SHAREHOLDERS’ EQUITY	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
SHAREHOLDERS’ EQUITY	SHAREHOLDERS’ EQUITY Common Stock On February 9, 2021, the Company completed an underwritten public offering (the “February 2021 Offering”) in which the Company sold 32,817,421 shares of its common stock at a public offering price of $27.00 per share, including the exercise in full by the underwriters of their option to purchase up to 4,280,533 additional shares of common stock, which was completed on February 11, 2021. The Company received aggregate net proceeds from the February 2021 Offering of approximately $859 million after deducting underwriting discounts and commissions and offering expenses payable by the Company upon closing. The February 2021 Offering satisfied the liquidity event vesting condition of certain restricted stock units ("RSUs"). For further information on the RSUs, see “Note 14 — Share-Based Awards”. On December 21, 2020, the Company’s common stock and warrants began trading on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbols “OPEN” and “OPENW,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 3,000,000,000 shares of common stock with a par value of $0.0001 per share. On July 9, 2021, the Company completed the redemption of all of its outstanding Public and Sponsor Warrants and in connection with the redemption, the Public Warrants stopped trading on Nasdaq. Prior to the Business Combination, the Company had outstanding shares of Series A, Series B, Series C, Series C-1, Series D, Series D-1, Series E, Series E-1, and Series E-2 convertible preferred stock (collectively, “Preferred Stock”). Immediately prior to the Business Combination, all shares of the Company’s outstanding Preferred Stock converted into a total of 195 million shares of Opendoor Labs Inc. common stock on a one-for-one basis. Upon the Closing, Opendoor Labs Inc. common stock converted to Opendoor Technologies Inc. common stock with the application of the Exchange Ratio as discussed in Note 2 — Business Combinations. Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 100,000,000 shares of preferred stock having a par value of $0.0001 per share (“Opendoor Technologies Preferred Stock”). The Company’s board of directors has the authority to issue Opendoor Technologies Preferred Stock and to determine the rights, preferences, privileges and restrictions, including voting rights, of those shares. As of December 31, 2021, there were no shares of Opendoor Technologies Preferred Stock issued and outstanding. Dividend Common stock is entitled to dividends when and if declared by the Company’s board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of its business and has no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Company’s board of directors and will depend on, among other things, the Company’s financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company’s board of directors may deem relevant. WARRANTS Public and Sponsor Warrants Prior to the Business Combination, SCH issued 6,133,333 Sponsor Warrants and 13,800,000 Public Warrants (collectively “Warrants”). Upon Closing, the Company assumed the Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The Warrants are exercisable at any time commencing the later of a) 30 days after the completion of the Business Combination and b) 12 months from the date of the closing of the SCH’s initial public offering on April 30, 2020, and terminating five years after the Business Combination. Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants, in whole and not in part, upon a minimum of 30 days’ prior written notice of redemption (“Redemption Period”). There are two scenarios in which the Company may redeem the Warrants. For purposes of the redemption scenarios, “Reference Value” shall mean the last reported sales price of the Company’s common stock for any twenty trading days within the thirty trading-day period ending on the third trading day prior to the date on which notice of the redemption is given. The Company may redeem the outstanding Warrants for cash at a price of $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. The Sponsor Warrants are exempt from redemption if the Reference Value is at or above $18.00 and the Sponsor Warrants continue to be held by the original warrant holder (“Sponsor") or a permitted transferee. The Company may redeem the outstanding Warrants at a price of $0.10 per warrant if the Reference Value equals or exceeds $10.00 per share. If the Reference Value is less than $18.00, the Sponsor Warrants must also be concurrently called for redemption with the Public Warrants. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period on a cashless basis. The cashless exercise entitles the warrant holders to receive a set number of shares based on the redemption date and the redemption fair value as defined in the warrant agreement. In connection with the Business Combination, on January 12, 2021, the Company filed a Registration Statement on Form S-1. This Registration Statement relates to the issuance of an aggregate of up to 19,933,333 shares of common stock issuable upon the exercise of its publicly-traded warrants. On July 9, 2021, the Company completed the redemption of all of its outstanding Public and Sponsor Warrants to purchase shares of the Company's common stock, par value $0.0001 per share, that were issued under the Warrant Agreement, dated April 27, 2020. Of the 13,799,947 Public Warrants that were outstanding as of the time of the Business Combination, 874,739 were exercised for cash at an exercise price of $11.50 per share of Common Stock and 12,521,776 were exercised on a cashless basis in exchange for an aggregate of 4,452,659 shares of Common Stock. In addition, of the 6,133,333 Sponsor Warrants that were outstanding as of the date of the Business Combination, 1,073,333 were exercised for cash at an exercise price of $11.50 per share of Common Stock and 5,060,000 were exercised on a cashless basis in exchange for an aggregate of 1,799,336 shares of Common Stock. Total cash proceeds to the Company generated from exercises of the Warrants were $22 million. In connection with the redemption, the Public Warrants stopped trading on the Nasdaq on July 9, 2021. The Company recorded a decrease to the Derivative and warrant fair value adjustment of $(12) million for the change in fair value of the Sponsor Warrants for the year ended December 31, 2021. Warrants to Purchase Series D Preferred Stock On June 12, 2018, the Company issued warrants to purchase 485,262 shares of Series D Preferred Stock at a price of $0.006 (“Penny Warrants”). On November 12, 2020, the Penny Warrants were exercised and the Company issued 485,262 shares of Series D Preferred Stock in exchange for proceeds of $3 thousand. As of December 31, 2021 there were no Penny Warrants outstanding. Commitment to Issue Warrants In June 2018, the Company entered into a commitment to issue warrants (“Warrant Commitment”). The Warrant Commitment obligates the Company to issue warrants on an annual basis until 2025 (“Issuance Date”). The Warrant Commitment and the Company’s obligation to issue warrants was terminated upon the consummation of the Business Combination through notice provided by the Company and acknowledged by the counterparty. On each Warrant Commitment Issuance date in June 2019 and June 2020, the Company issued warrants to purchase 121,356 shares and 242,713 shares of Series E Preferred Stock at a price of $5.92 per share (“Series E Warrants”). On November 7, 2020 the Series E Warrants were exercised and the Company issued 364,069 shares of Series E in exchange for proceeds of $2 million. As of December 31, 2021 there were no Series E Warrants or Warrant Commitments outstanding. The Penny Warrants, the Warrant Commitment, and the Series E Warrants have been determined to be liabilities under ASC 480 as the underlying preferred shares have certain liquidation preferences in the event of a deemed liquidation. For the Penny Warrants, the Warrant Commitment, and the Series E Warrants, the Company recorded no warrant fair value adjustment for the year ended December 31, 2021 and an increase to the warrant fair value adjustments of $3 million and $6 million for the years ended December 31, 2020 and 2019, respectively.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SHARE-BASED AWARDS

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

SHARE-BASED AWARDS

2014 Stock Plan

Our 2014 Stock Plan (the “2014 Plan”), as last amended and approved by the board of directors on February 6, 2020, allowed the Company to grant up to 106,320,623 shares of common stock to employees, directors, and non-employees pursuant to awards of stock options, restricted stock or restricted stock units (“RSUs”) granted under the 2014 Plan. Upon the Closing, the remaining unallocated share reserve under the 2014 Plan was cancelled and no new awards will be granted under the 2014 Plan. Awards outstanding under the 2014 Plan were assumed by Opendoor Technologies upon the Closing and continue to be governed by the terms of the 2014 Plan.

2020 Equity Incentive Plans

In connection with the close of the Business Combination, the Company adopted the 2020 Incentive Award Plan (the “2020 Plan”) under which 43,508,048 shares of common stock were initially reserved for issuance. The 2020 Plan allows for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and other stock or cash based awards. The number of shares of the Company’s common stock available for issuance under the 2020 Plan automatically increases on the first day of each calendar year, beginning January 1, 2022 and ending on and including January 1, 2030, by the lesser of (a) a number equal to the excess (if any) of (1) 5% of the aggregate number of shares of common Stock outstanding on the final day of the immediately preceding calendar year over (2) the number of shares of common Stock then reserved for issuance under the 2020 Plan as of such date, and (b) such smaller number of shares determined by the Company’s board of directors.

In connection with the close of the Business Combination, the Company’s board of directors approved the 2020 Employee Stock Purchase Plan (“ESPP”), which was last amended on December 6, 2021. There are 5,438,506 shares of common stock initially reserved for issuance under the ESPP. The number of shares of the Company’s common stock available for issuance under the ESPP automatically increases on the first day of each calendar year, beginning January 1, 2022 and ending on and including January 1, 2030, by the lesser of (a) 1% of the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year and (b) such number of shares as is determined by the Company’s board of directors; provided that, no more than 54,385,060 shares may be issued under the ESPP. As of December 31, 2021, no shares have been issued under the ESPP.

Stock options and RSUs

Option awards are generally granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant. Options are exercisable over a maximum term of 10 years from the date of grant and generally vest over a period of four years. Incentive stock options granted to a 10% shareholder are exercisable over a maximum term of five years from the date of grant.

A summary of the stock option activity for the year ended December 31, 2021, is as follows:


	Number of Options (in thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Balance – December 31, 2020	24,158	$	1.91	5.4	$	503
Granted	150	15.00
Exercised	(8,919)	1.65
Forfeited	(840)	3.77
Expired	(3)	2.98
Balance – December 31, 2021	14,546	2.12		4.7	$	182
Exercisable – December 31, 2021	12,793	1.79		4.3	$	164

Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock. The total intrinsic value of options exercised for the years ended December 31, 2021, 2020, and 2019, was $144 million, $46 million, and $10 million, respectively.

The weighted-average grant date fair value per option granted for the years ended December 31, 2021 and 2019 were $10.18 and $1.50, respectively. There were no options granted during the year ended December 31, 2020 .

RSUs typically vest upon a service-based requirement, generally over a four year period. Prior to 2021, certain awards also had a performance condition to vesting, which was satisfied upon completion of the February 2021 Offering and triggered the recognition of compensation expense for certain RSUs for which the time-based vesting condition had been satisfied or partially satisfied. Subsequent to the February 2021 Offering, these RSUs are only subject to time-based vesting conditions.

A summary of the RSU activity for the year ended December 31, 2021, is as follows:


	Number of RSUs (in thousands)	Weighted- Average Grant-Date Fair Value
Unvested and outstanding – December 31, 2020	46,525	$	10.88
Granted	33,960	20.24
Vested	(24,005)	10.85
Forfeited	(3,034)	9.53
Unvested and outstanding – December 31, 2021	53,446	$	17.35

The total fair value of RSUs vested for the year ended December 31, 2021 was $599 million. No RSUs vested during the years ended December 31, 2020 and 2019.

Restricted Shares

The Company has granted Restricted Shares to certain continuing employees, primarily in connection with acquisitions. The Restricted Shares vest upon satisfaction of a service condition, which generally ranges from three to four years.

A summary of the Restricted Shares activity for the year ended December 31, 2021 is as follows:


	Number of Restricted Shares (in thousands)	Average Grant-Date Fair Value
Unvested – December 31, 2020	2,148	$	3.74
Granted	—	—
Vested	(1,318)	3.72
Forfeited	(138)	$	3.02
Unvested – December 31, 2021	692	$	3.91

The total fair value of Restricted Shares vested for the years ended December 31, 2021, 2020, and 2019 was $21 million, $9 million, and $2 million, respectively.

Stock-based compensation expense

Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes total stock-based compensation expense by function as presented in the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, as follows (in millions):


	Year Ended December 31,
	2021		2020		2019
General and administrative	$	463	$	33	$	6
Sales, marketing and operations	13		1		2
Technology and development	60		4		5
Total stock-based compensation expense	$	536	$	38	$	13

During the year ended December 31, 2021, the Company issued market condition RSUs to certain executives with a grant-date fair value of $22 million, which will be recognized over a requisite service period ranging from 6 months to 3 years. The Company recognized $290 million and $20 million of compensation expense during the years ended December 31, 2021 and 2020, respectively, related to all market condition awards outstanding. In June 2021, the market condition for two market

condition awards was satisfied, which resulted in the accelerated recognition of $2 million of stock-based compensation expense in the year ended December 31, 2021.

As of December 31, 2021, there was $628 million of unamortized stock-based compensation costs related to unvested RSUs, stock options, and Restricted Shares. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.9 years.

Valuation of options

The Black-Scholes Model used to value stock options incorporates the following assumptions:


	Year Ended December 31,
	2021			2019
Fair value	$	15.00		$4.22 – $4.29
Volatility	73		%	32% – 45%
Risk-free rate	1.09		%	1.63% – 2.34%
Expected life (in years)	7			5 – 7
Expected dividend	$	—		$	—

Fair Value of Common Stock

Prior to the Company’s common stock becoming publicly traded, the fair value of the common stock underlying the stock option awards was determined by the board of directors. Given the absence of a public trading market, the board of directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting at which awards were approved. These factors included, but were not limited to (i) contemporaneous third-party valuations of common stock; (ii) the rights, preferences and privileges of convertible preferred stock relative to common stock; (iii) the lack of marketability of common stock; (iv) stage and development of the Company’s business; (v) general economic conditions and (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale, given prevailing market conditions.

Volatility

Prior to the Company’s common stock becoming publicly traded, the expected stock price volatilities were estimated based on the historical and implied volatilities of comparable publicly traded companies as the Company did not have sufficient history of trading its common stock. Subsequent to the Company’s stock becoming publicly trade, the expected stock price volatilities were determined based on the volatilities implied by the price of the Company’s publicly traded call options in its common stock.

Risk-Free Interest Rate

The risk-free interest rates are based on U.S. Treasury yields in effect at the grant date for notes with comparable terms as the awards.

Expected Life

The expected term of options granted to employees is determined using the simplified method, which allows the Company to estimate the expected life as the midpoint between the vesting period and the contractual term, as the Company's historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term.

Dividend Yield

The expected dividend yield assumption is based on the Company’s current expectations about its anticipated dividend policy.

Valuation of RSUs and Restricted Stock

Prior to the Business Combination, given the absence of a public trading market, the Company’s board of directors considered numerous objective and subjective factors to determine the fair value of common stock at each meeting at which awards were approved. These factors include, but were not limited to, (i) contemporaneous valuations of common stock performed by an independent valuation specialist; (ii) developments in the Company’s business and stage of development; the Company’s operational and financial performance and condition; (iii) issuances of preferred stock and the rights and preferences of preferred stock relative to common stock; (iv) current condition of capital markets and the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company; and (v) the lack of marketability of the Company’s common stock. For financial reporting purposes, the Company considers the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation or a straight-line interpolation between the two valuation dates. The determination includes an evaluation of whether the subsequent valuation indicates that any significant change in valuation had occurred between the previous valuation and the grant date.

WARRANTS	12 Months Ended
WARRANTS	Dec. 31, 2021
Equity [Abstract]
WARRANTS	SHAREHOLDERS’ EQUITY Common Stock On February 9, 2021, the Company completed an underwritten public offering (the “February 2021 Offering”) in which the Company sold 32,817,421 shares of its common stock at a public offering price of $27.00 per share, including the exercise in full by the underwriters of their option to purchase up to 4,280,533 additional shares of common stock, which was completed on February 11, 2021. The Company received aggregate net proceeds from the February 2021 Offering of approximately $859 million after deducting underwriting discounts and commissions and offering expenses payable by the Company upon closing. The February 2021 Offering satisfied the liquidity event vesting condition of certain restricted stock units ("RSUs"). For further information on the RSUs, see “Note 14 — Share-Based Awards”. On December 21, 2020, the Company’s common stock and warrants began trading on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbols “OPEN” and “OPENW,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 3,000,000,000 shares of common stock with a par value of $0.0001 per share. On July 9, 2021, the Company completed the redemption of all of its outstanding Public and Sponsor Warrants and in connection with the redemption, the Public Warrants stopped trading on Nasdaq. Prior to the Business Combination, the Company had outstanding shares of Series A, Series B, Series C, Series C-1, Series D, Series D-1, Series E, Series E-1, and Series E-2 convertible preferred stock (collectively, “Preferred Stock”). Immediately prior to the Business Combination, all shares of the Company’s outstanding Preferred Stock converted into a total of 195 million shares of Opendoor Labs Inc. common stock on a one-for-one basis. Upon the Closing, Opendoor Labs Inc. common stock converted to Opendoor Technologies Inc. common stock with the application of the Exchange Ratio as discussed in Note 2 — Business Combinations. Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 100,000,000 shares of preferred stock having a par value of $0.0001 per share (“Opendoor Technologies Preferred Stock”). The Company’s board of directors has the authority to issue Opendoor Technologies Preferred Stock and to determine the rights, preferences, privileges and restrictions, including voting rights, of those shares. As of December 31, 2021, there were no shares of Opendoor Technologies Preferred Stock issued and outstanding. Dividend Common stock is entitled to dividends when and if declared by the Company’s board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of its business and has no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Company’s board of directors and will depend on, among other things, the Company’s financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company’s board of directors may deem relevant. WARRANTS Public and Sponsor Warrants Prior to the Business Combination, SCH issued 6,133,333 Sponsor Warrants and 13,800,000 Public Warrants (collectively “Warrants”). Upon Closing, the Company assumed the Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The Warrants are exercisable at any time commencing the later of a) 30 days after the completion of the Business Combination and b) 12 months from the date of the closing of the SCH’s initial public offering on April 30, 2020, and terminating five years after the Business Combination. Once the Public Warrants become exercisable, the Company may redeem the outstanding warrants, in whole and not in part, upon a minimum of 30 days’ prior written notice of redemption (“Redemption Period”). There are two scenarios in which the Company may redeem the Warrants. For purposes of the redemption scenarios, “Reference Value” shall mean the last reported sales price of the Company’s common stock for any twenty trading days within the thirty trading-day period ending on the third trading day prior to the date on which notice of the redemption is given. The Company may redeem the outstanding Warrants for cash at a price of $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. The Sponsor Warrants are exempt from redemption if the Reference Value is at or above $18.00 and the Sponsor Warrants continue to be held by the original warrant holder (“Sponsor") or a permitted transferee. The Company may redeem the outstanding Warrants at a price of $0.10 per warrant if the Reference Value equals or exceeds $10.00 per share. If the Reference Value is less than $18.00, the Sponsor Warrants must also be concurrently called for redemption with the Public Warrants. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period on a cashless basis. The cashless exercise entitles the warrant holders to receive a set number of shares based on the redemption date and the redemption fair value as defined in the warrant agreement. In connection with the Business Combination, on January 12, 2021, the Company filed a Registration Statement on Form S-1. This Registration Statement relates to the issuance of an aggregate of up to 19,933,333 shares of common stock issuable upon the exercise of its publicly-traded warrants. On July 9, 2021, the Company completed the redemption of all of its outstanding Public and Sponsor Warrants to purchase shares of the Company's common stock, par value $0.0001 per share, that were issued under the Warrant Agreement, dated April 27, 2020. Of the 13,799,947 Public Warrants that were outstanding as of the time of the Business Combination, 874,739 were exercised for cash at an exercise price of $11.50 per share of Common Stock and 12,521,776 were exercised on a cashless basis in exchange for an aggregate of 4,452,659 shares of Common Stock. In addition, of the 6,133,333 Sponsor Warrants that were outstanding as of the date of the Business Combination, 1,073,333 were exercised for cash at an exercise price of $11.50 per share of Common Stock and 5,060,000 were exercised on a cashless basis in exchange for an aggregate of 1,799,336 shares of Common Stock. Total cash proceeds to the Company generated from exercises of the Warrants were $22 million. In connection with the redemption, the Public Warrants stopped trading on the Nasdaq on July 9, 2021. The Company recorded a decrease to the Derivative and warrant fair value adjustment of $(12) million for the change in fair value of the Sponsor Warrants for the year ended December 31, 2021. Warrants to Purchase Series D Preferred Stock On June 12, 2018, the Company issued warrants to purchase 485,262 shares of Series D Preferred Stock at a price of $0.006 (“Penny Warrants”). On November 12, 2020, the Penny Warrants were exercised and the Company issued 485,262 shares of Series D Preferred Stock in exchange for proceeds of $3 thousand. As of December 31, 2021 there were no Penny Warrants outstanding. Commitment to Issue Warrants In June 2018, the Company entered into a commitment to issue warrants (“Warrant Commitment”). The Warrant Commitment obligates the Company to issue warrants on an annual basis until 2025 (“Issuance Date”). The Warrant Commitment and the Company’s obligation to issue warrants was terminated upon the consummation of the Business Combination through notice provided by the Company and acknowledged by the counterparty. On each Warrant Commitment Issuance date in June 2019 and June 2020, the Company issued warrants to purchase 121,356 shares and 242,713 shares of Series E Preferred Stock at a price of $5.92 per share (“Series E Warrants”). On November 7, 2020 the Series E Warrants were exercised and the Company issued 364,069 shares of Series E in exchange for proceeds of $2 million. As of December 31, 2021 there were no Series E Warrants or Warrant Commitments outstanding. The Penny Warrants, the Warrant Commitment, and the Series E Warrants have been determined to be liabilities under ASC 480 as the underlying preferred shares have certain liquidation preferences in the event of a deemed liquidation. For the Penny Warrants, the Warrant Commitment, and the Series E Warrants, the Company recorded no warrant fair value adjustment for the year ended December 31, 2021 and an increase to the warrant fair value adjustments of $3 million and $6 million for the years ended December 31, 2020 and 2019, respectively.

- Definition

+ References

+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

Income before income taxes consisted of losses from domestic operations of $661 million, $253 million, and $339 million for the years ended December 31, 2021, 2020, and 2019, respectively.

The following table summarizes the components of the Company’s provision for income taxes for the periods presented (in millions):


	Year Ended December 31,
	2021		2020		2019
Current income tax expense:
Federal	$	—	$	—	$	—
State	1		—		—
Total current income tax expense	1		—		—




Income Tax Provision	$	1	$	—	$	—

For the years ended December 31, 2021, 2020, and 2019, the Company did not record any deferred federal and state income tax expense or benefit due to the full valuation allowance. Additionally, the Company’s foreign current and deferred expense or benefit was immaterial.

Effective Tax Rate

The following table presents a reconciliation of the U.S. federal statutory income tax rates to the Company’s effective income tax rate for the periods presented:


	Year Ended December 31,
	2021		2020		2019
U. S. Federal tax benefit at statutory rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal benefit	3.4		3.5		3.2
Non-deductible expenses and other	(0.4)		0.4		(0.1)
Non-deductible warrant expenses	0.4		3.0		0.4
Loss on convertible note exchange	—		(2.4)		—
Share-based compensation	7.0		0.4		(0.4)

Deduction limitation on executive compensation	(14.1)		(2.1)		—

Change in valuation allowance, net	(19.5)		(23.9)		(25.2)
Research and development credits	2.0		0.1		1.0
Effective tax rate	(0.2)	%	—	%	(0.1)	%

For the years ended December 31, 2021, 2020 and 2019, the Company’s effective tax rate differs from the amount computed by applying the U.S. federal statutory and state income tax rates to net loss before income tax, primarily as the result of state income taxes, deduction limitation on executive compensation, and changes in the Company’s valuation allowance.

Deferred Taxes

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income taxes purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020, are as follows (in millions):


	December 31, 2021		December 31, 2020
Deferred tax assets:
Accrued and reserves	$	21	$	4
Inventory	34		11
Tax credits	33		13
Lease Liabilities	11		16
Net operating loss	293		206
Total gross deferred tax assets	392		250
Depreciation and amortization	(5)		(3)
Goodwill	(1)		—
Right-of-use assets	(10)		(12)
Valuation allowance	(376)		(235)
Net deferred tax assets	$	—	$	—

A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized in a particular tax jurisdiction. All available evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of a deferred tax asset. Due to the losses the Company generated in the current and prior years, the Company believes it is not more likely than not that all of the deferred tax assets can be realized. Accordingly, the Company established and recorded a full valuation allowance on its net deferred tax assets of $376 million as of December 31, 2021 and a

full valuation allowance on its net deferred tax assets of $235 million as of December 31, 2020. The valuation allowance increased by $141 million and $60 million for 2021 and 2020, respectively primarily as a result of current year losses.

As of December 31, 2021, the Company had U.S. federal and state net operating loss (“NOL”) carryforwards of $1.2 billion and $854 million, respectively, which will each begin to expire in 2034 if not utilized. For NOLs arising after December 31, 2017, the Tax Cuts and Jobs Act of 2017 limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income and can be carried forward indefinitely (carryback is generally prohibited). In the Company’s case, as of December 31, 2021, $1.1 billion of US. federal NOLs and $238 million of state NOLs have an unlimited carryover period. NOLs generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation and will continue to have a two-year carryback and twenty-year carryforward period. Additionally, as of December 31, 2021, the Company had U.S. federal research tax credit carryforwards of $30 million that begin to expire in 2034. The Company also had state research tax credit carryforwards of $21 million that begin to expire in 2029.

Section 382 of the Internal Revenue Code (the “Code”) limits the use of net operating losses and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. Utilization of the net operating loss carryforwards are subject to various limitations due to the ownership change limitations provided by Internal Revenue Code (IRC) Section 382 and similar state provisions. The Company performed an ownership analysis and identified three previous ownership changes in 2014, 2016 and 2020, as defined under Section 382 and 383 of the IRC, however none of the previous ownership changes resulted in a material limitation that will reduce the total amount of net operating loss carryforwards and credits that can be utilized.

Unrecognized Tax Benefits

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in millions):


	Year Ended December 31,
	2021		2020		2019
Unrecognized tax benefits as of the beginning of the year	$	6	$	5	$	2

Decrease related to prior year tax provisions	—		(1)		—
Increase related to current year tax provisions	9		2		3
Unrecognized tax benefits as of the end of the year	$	15	$	6	$	5

Due to the full valuation allowance at December 31, 2021, current adjustments to the unrecognized tax benefit will have no impact on the Company’s effective income tax rate. There would be an impact of $14 million to the effective tax rate if adjustments are made after the valuation allowance is released. The Company does not anticipate any significant change in its uncertain tax positions within 12 months of this reporting date.

The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets. To date, the Company has not recognized any interest and penalties in its consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. The Company is subject to income tax in the U.S. and in various states. Due to the history of net operating losses, the Company is subject to U.S. federal, state and local examinations by tax authorities for all years since incorporation but as of December 31, 2021 are not currently under any audits.

The Company has not provided U.S. income or foreign withholding taxes on the undistributed earnings of its foreign subsidiaries as of December 31, 2021, because it intends to permanently reinvest such earnings outside of the U.S. If these foreign earnings were to be repatriated in the future, the related U.S. tax liability will be immaterial, due to the participation exemption put in place under the Tax Act.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

RELATED PARTIES	12 Months Ended
RELATED PARTIES	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTIES	RELATED PARTIESIn 2018, an executive early exercised stock options to purchase 1,479,459 shares of unvested common stock at a price per share of $1.01 by issuing a promissory note to the Company for a total price of $1.5 million with an interest rate of 2.31% per annum. On June 29, 2021, the outstanding balance under the promissory note of $1.6 million was repaid in full. The Warrant Commitment and the subsequent Series E Warrants were issued to a counterparty that has an equity interest in the Company and a seat on the Company’s board of directors. The board member has significant influence with respect to the counterparty to the Warrant Commitment. The issuance of the Warrant Commitment and Series E Warrants was in exchange for on-going advisory services that the counterparty provided to the Company. See “Note 15 — Warrants” for further information. During 2019, the Company acquired OSN. See “Note 2 — Business Combination” for further information on the acquisition. Prior to the acquisition, OSN conducted business with the Company as the noncontrolling member of the Company’s Title Companies. The Company paid the member title and due diligence fees in the member’s capacity as a title and escrow agent. Additionally, the Company paid the member management and administrative service fees, rent, and purchases of fixed assets in the member’s capacity as management and administrative service provider and lessor to the subsidiaries of OD Title Holdings and OD Title Sidecar.

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

NET LOSS PER SHARE

Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. During the periods when there is a net loss, potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. No dividends were declared or paid for the years ended December 31, 2021, 2020, or 2019.

The Company uses the two-class method to calculate net loss per share and apply the more dilutive of the two-class method, treasury stock method or if-converted method to calculate diluted net loss per share. Undistributed earnings for each period are allocated to participating securities, including the Preferred Stock for applicable periods, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for the Preferred Stock to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common shareholders by the weighted-average shares of common stock outstanding during periods with undistributed losses.

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders for the years ended December 31, 2021, 2020, and 2019 (in millions, except share amounts which are presented in thousands, and per share amounts):


	Year Ended December 31,
	2021		2020		2019
Basic net loss per share:
Numerator:
Net loss	$	(662)	$	(253)	$	(339)

Minus: Net income attributable to noncontrolling interests	—		—		2
Net loss attributable to common shareholders – basic	$	(662)	$	(253)	$	(341)
Denominator:
Weighted average shares outstanding – basic and diluted	592,574		109,301		79,977
Basic net loss per share	$	(1.12)	$	(2.31)	$	(4.26)
Diluted net loss per share:
Numerator:
Net loss	$	(662)	$	(253)	$	(339)

Minus: Net income attributable to noncontrolling interests	—		—		2
Minus: Gain on liability-classified warrants	—		—		8
Net loss attributable to common shareholders – diluted	$	(662)	$	(253)	$	(349)
Denominator:
Weighted average shares outstanding – basic and diluted	592,574		109,301		79,977
Diluted net loss per share	$	(1.12)	$	(2.31)	$	(4.37)

There were no preferred dividends declared or accumulated for the period. In determining diluted EPS for the year ended December 31, 2019, the Company adjusted the numerator for fair value adjustments related to its Series D Preferred Warrants; however, the exercise of the warrants results in additional participating securities being issued and the Company assumed such participating securities did not convert into additional common stock as that is the most dilutive settlement assumption.

The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):


	Year Ended December 31,
	2021	2020	2019
Common Stock Warrants	—	19,933	3,370
Series D Preferred Stock Warrants	—	—	485
Series E Preferred Stock Warrants	—	—	121
RSUs	53,446	46,525	22,758
Options	14,546	24,158	36,609
Unvested Shares from Early Exercise	4	57	187
Restricted Shares	692	2,148	3,689
Redeemable convertible preferred stock	—	—	314,424
Total anti-dilutive securities	68,688	92,821	381,643

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Interest Rate Lock Commitments The Company entered into interest rate lock commitments with prospective borrowers whereby the Company commits to lend a certain loan amount under specific terms and interest rate to the borrower. These commitments are treated as derivatives and are carried at fair value. See “Note 5 — Derivative Instruments” for more information. Purchase Commitments As of December 31, 2021, the Company was in contract to purchase 5,411 homes for an aggregate purchase price of $1.9 billion. Lease Commitments The Company has entered into various non-cancelable operating lease agreements for certain of its office space. See “Note 10 — Leases” for further discussion. Legal Matters From time to time, the Company may be subject to potential liability relating to the ownership and operations of the Company’s properties. Accruals are recorded when the outcome is probable and can be reasonably estimated. There are various claims and lawsuits arising in the normal course of business pending against the Company, some of which seek damages and other relief which, if granted, may require future cash expenditures. In addition, from time to time the Company receives inquiries and audit requests from various government agencies and fully cooperates with these requests. The Company does not believe that it is reasonably possible that the resolution of these matters would result in any liability that would materially affect the Company’s consolidated results of operations or financial condition except as noted below. On December 23, 2020, the Federal Trade Commission (“FTC”) notified the Company that they intend to recommend that the agency pursue an enforcement action against the Company and certain of its officers, if the Company is unable to reach a negotiated settlement acceptable to all parties. This notice is related to an initial FTC civil investigative demand sent to the Company in August 2019 seeking documents and information relating primarily to statements in Opendoor’s advertising and website comparing selling homes to Opendoor with selling homes in a traditional manner using an agent and relating to statements that Opendoor’s offers reflect or are based on market prices. The Company is engaged in settlement negotiations with the FTC and has accrued an immaterial amount for this matter. Any settlement could result in material monetary remedies and/or compliance requirements that could have a materially adverse impact on its financial results. The Company cannot make an estimate of the possible loss or range of loss incremental to the amount accrued, if any, resulting from negotiations with the FTC at this time.

RESTRUCTURING	12 Months Ended
RESTRUCTURING	Dec. 31, 2021
Restructuring and Related Activities [Abstract]
RESTRUCTURING	RESTRUCTURING On April 15, 2020, the Company initiated a reduction in workforce of 600 employees to achieve a more resilient cost structure in response to the uncertainties caused by COVID-19. As a result, for the year ended December 31, 2020, the Company recorded $11 million of restructuring charges for employee termination benefits. All employee termination benefits were paid prior to December 31, 2020. Additionally, for the year ended December 31, 2020, the Company incurred $18 million of costs related to the exiting of certain non-cancelable leases with no future benefits to the Company. This includes the Company’s exercise of the early termination option related to the Company’s San Francisco space as discussed in Note 10 — Leases as well as the termination of other real estate leases. For the year ended December 31, 2020, of the restructuring charges with respect to employee termination benefits and lease modifications, the Company presented $2 million in Cost of revenue, $5 million in Sales, marketing and operations expense, $2 million in Technology and development and $21 million in General and administrative in the Company’s consolidated statements of operations.

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSThe Company has evaluated the impact of events that have occurred subsequent to December 31, 2021, through the date the consolidated financial statements were filed with the SEC. Based on this evaluation, other than as recorded or disclosed within these consolidated financial statements and related notes, the Company has determined that there are no material subsequent events that would require recognition or disclosure.

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Description of Business	Description of Business Opendoor Technologies Inc. (the “Company” and “Opendoor”) including its consolidated subsidiaries and certain variable interest entities (“VIEs”), is a leading digital platform for residential real estate. By leveraging software, data science, product design and operations, Opendoor has rebuilt the service model for real estate and have made buying and selling possible on a mobile device. The Company was incorporated in Delaware on December 30, 2013.
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared pursuant to generally accepted accounting principles in the United States of America (“GAAP”). The consolidated financial statements as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019 include the accounts of Opendoor, its wholly owned subsidiaries and VIEs where the Company is the primary beneficiary. The accompanying consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the periods presented. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ materially from such estimates. Significant estimates, assumptions and judgments made by management include, among others, the determination of the fair value of common stock, share-based awards, warrants, derivatives, and inventory valuation adjustment. Management believes that the estimates and judgments upon which they rely are reasonable based upon information available to them at the time that these estimates and judgments are made. To the extent that there are material differences between these estimates and actual results, the Company’s financial statements will be affected. The COVID-19 pandemic introduced significant additional uncertainties with respect to estimates, judgments and assumptions, which may materially impact these estimates.
Significant Risks and Uncertainties	Significant Risks and Uncertainties The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, the Company believes that changes in any of the following areas could have a significant negative effect on the Company in terms of its future financial position, results of operations or cash flows: public health crises, like the COVID-19 pandemic; its rates of revenue growth; its ability to manage inventory; engagement and usage of its products; the effectiveness of its investment of resources to pursue strategies; competition in its market; the stability of the residential real estate market; the impact of interest rate changes on demand and its costs; changes in technology, products, markets or services by the Company or its competitors; the addition or loss of significant customers; its ability to maintain or establish relationships with listings and data providers; its ability to obtain or maintain licenses and permits to support its current and future businesses; actual or anticipated changes to its products and services; changes in government regulation affecting its business; the outcomes of legal proceedings; natural disasters and catastrophic events; scaling and adaptation of existing technology and network infrastructure; its management of its growth; its ability to attract and retain qualified employees and key personnel; its ability to successfully integrate and realize the benefits of its past or future strategic acquisitions or investments; the protection of customers’ information and other privacy concerns; the protection of its brand and intellectual property; and intellectual property infringement and other claims, among other things.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents, investments in marketable securities, and mortgage loans held for sale pledged under agreements to repurchase (“MLHFS”). The Company places cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, in order to limit exposure of the Company’s investments. Similarly, the Company’s credit risk on mortgage loans held for sale is mitigated due to having a large number of customers. Further, the Company’s credit risk on mortgage loans held for sale is mitigated by the fact that the Company typically sells mortgages on the secondary market within a relatively short period of time after which the Company’s exposure is limited to borrower defaults within the initial few months of the mortgage.
Segment Reporting	Segment Reporting For the years ended December 31, 2021, 2020, and 2019, the Company was managed as a single operating segment on a consolidated basis. Furthermore, the Company determined that the Co-Founder and Chief Executive Officer is the Chief Operating Decision Maker as he is responsible for making decisions regarding the allocation of resources and assessing performance, as well as for strategic operational decisions and managing the organization at a consolidated level.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash includes demand deposits with financial institutions and cash items in transit. Cash equivalents include only investments with initial maturities of three months or less that are highly liquid and readily convertible to known amounts of cash. The Company maintains portions of the Company’s cash in bank deposit accounts, which, at times, may exceed federally insured limits. Management believes that the Company is not exposed to any significant credit risk related to cash deposits.
Restricted Cash	Restricted Cash Restricted cash consists primarily of funds held in operating, collection, disbursement and reserve accounts related to the Company’s credit facilities and entities established for such credit facilities. The use of the restricted cash balance related to the Company’s credit facilities are constrained by contract to purchasing real estate inventory and certain related activities. In addition, the Company is required to maintain letters of credit and a time deposit account for certain of the Company’s office leases.
Marketable Securities	Marketable SecuritiesThe Company’s investments in marketable securities consist of debt securities classified as available-for-sale as well as marketable equity securities. The Company’s available-for-sale debt securities are measured at fair value with unrealized gains and losses included in Accumulated other comprehensive income (loss) in shareholders’ equity and realized gains and losses included in Other income. None of the Company’s investments in marketable securities were impaired for the years ended December 31, 2021, 2020 and 2019. The Company’s marketable equity securities are measured at fair value with changes in fair value recognized in Other income.
Real Estate Inventory	Real Estate Inventory Real estate inventory is carried at the lower of cost or net realizable value and the Company applies the specific identification method whereby each property constitutes the unit of account. Real estate inventory cost includes but is not limited to the property purchase price, acquisition costs and direct costs to renovate or repair the home, less inventory valuation adjustments, if any. Work-in-progress inventory includes homes undergoing updates and finished goods inventory includes homes ready for resale. Real estate inventory is reviewed for valuation adjustments at least quarterly. If the carrying amount or basis is not expected to be recovered, an inventory valuation adjustment is recorded to cost of revenue and the related assets are adjusted to their net realizable value.
Mortgage Loans Held for Sale Pledged under Agreements to Repurchases	Mortgage Loans Held for Sale Pledged under Agreements to Repurchase MLHFS pledged under agreements to repurchase include residential mortgages originated for sale in the secondary markets on a best-effort basis. The Company has elected the fair value option for all MLHFS (see “Note 8 — Fair Value Disclosures”). This option allows for the Company to better offset changes in the fair value of MLHFS with derivatives used to economically hedge them when the Company moves away from selling on a best-effort basis, without applying hedge accounting. MLHFS are recorded at fair value based on sales commitments. MLHFS are transferred from the Company to the counterparty pursuant to a master repurchase agreement, which is treated as a secured borrowing; this treatment requires that the assets transferred remain on the Company’s balance sheet and measured as if the transfer did not take place. Gains and losses on MLHFS, including the change in fair value associated with MLHFS, are recorded in Revenue. Direct loan origination costs and fees including headcount costs related to loan production are recorded in Cost of revenue. Interest income on MLHFS is calculated based upon the note rate of the loan and recorded in Interest income.
Convertible Senior Notes and Capped Calls	Convertible Senior Notes The 0.25% convertible senior notes due in 2026 (the "2026 Notes") issued by the Company in August 2021 are accounted for wholly as debt. The 2026 Notes have an initial carrying value equal to the net proceeds from issuance. Issuance costs associated with the 2026 Notes are amortized over the term using the effective interest method. Conversions are settled through payment of cash or a combination of cash and stock, at the Company's option. Upon conversion, the carrying amount of the 2026 Notes, including any unamortized debt issuance costs, is reduced by cash paid, with any difference being reflected as a change in equity. There will not be any gains or losses recognized upon a conversion. Capped Calls The Company purchased certain capped calls in connection with the issuance of the 2026 Notes which it expects to reduce potential dilution from conversions of the 2026 Notes. The capped calls were determined to be freestanding financial instruments that meet the criteria for classification in equity; as such, the capped calls were recorded as a reduction of Additional paid-in capital within shareholders' equity and will not be subsequently remeasured.
Derivative Instruments	Derivative InstrumentsThe Company’s derivative instruments are comprised of interest rate caps, interest rate lock commitments (“IRLCs”), and embedded conversion options related to the convertible notes issued in 2019 (the “2019 Convertible Notes”). The Company’s derivative instruments are freestanding in nature and some are utilized as economic hedges. These derivative instruments are recorded at fair value with changes recognized as a gain or loss to operations. Beginning in 2021, the Company changed the fair value classification of IRLCs from Level 2 to Level 3 as the Company began to adjust for the estimated pull-through rate, a Company specific input that is unobservable to market participants.
Escrow Receivable	Escrow ReceivableEscrow receivable consists of proceeds from home resale held in escrow prior to such proceeds being remitted to us. The Company reviews the need for an allowance for credit losses quarterly based on historical collections experience, among other factors.
Property and Equipment	Property and EquipmentProperty and equipment are stated at cost less accumulated depreciation. Property and equipment are capitalized and depreciated. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. Maintenance and repair costs are charged to expense as incurred.
Leases	Leases The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period in exchange for consideration. Control over the use of the identified assets means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. For leases for which the Company is the lessee, the Company recognizes right-of-use assets and lease liabilities for all leases other than those with a term of 12 months or less as the Company has elected to apply the short-term lease recognition exemption. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are classified and recognized at the commencement date of a lease. Lease liabilities are measured based on the present value of fixed lease payments over the lease term. Right-of-use assets consist of (i) initial measurement of the lease liability; (ii) lease payments made to the lessor at or before the commencement date less any lease incentives received; and (iii) initial direct costs incurred by the Company. Lease payments may vary because of changes in facts or circumstances occurring after the commencement, including changes in inflation indices. Variable lease payments are excluded from the measurement of right-of-use assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As the rates implicit on the Company’s leases for which it is the lessee are not readily determinable, the Company uses its incremental borrowing rate based on information available at the commencement date in determining the present value of lease payments. When determining the incremental borrowing rate, the Company assesses multiple variables such as lease term, collateral, economic conditions, and its creditworthiness. For operating leases, the Company recognizes straight-line rent expense. The Company’s lease arrangements may include options to extend or early terminate a lease, which it does not include in expected lease terms unless they are reasonably certain to be exercised. The Company has lease arrangements with lease and non-lease components. As a lessee, the Company has elected to apply the practical expedient to combine lease and related non-lease components, for all classes of underlying assets, and shall account for the combined component as a lease component.
Internally Developed Software	Internally Developed Software For software the Company develops for internal use, the costs incurred in the preliminary stages of development are expensed as incurred. Once an application reaches the development stage, the Company capitalizes direct costs incurred (including internal and external) to property and equipment. Maintenance and on-going operating costs of developed applications are expensed as incurred. Amortization expense is recognized on a straight-line basis into technology and development expense.
Goodwill	Goodwill Goodwill represents the difference between the purchase price and the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. The Company has a single reporting unit and management reviews goodwill for impairment annually on the first day of the third quarter and also if events or changes in circumstances indicate the occurrence of a triggering event. Goodwill is reviewed for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment.
Intangible Assets	Intangible Assets The Company recorded intangible assets with finite lives, including developed technology, customer relationships, trademarks, and non-competition agreements, as a result of acquisitions as well as internal development. Intangible assets are amortized based on their estimated economic lives, ranging from 1 to 5 years.
Non-marketable Equity Securities	Non-marketable Equity Securities The Company's non-marketable equity securities are strategic investments in privately held companies. Non-marketable equity securities are investments that do not have a readily determinable fair value, which are measured at cost minus impairment, if any, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer (the “Measurement Alternative”). All gains and losses on these investments, realized and unrealized, are recorded in Other income-net on the Company's consolidated statements of operations. The Company assesses whether an impairment loss on its non-marketable equity securities has occurred due to declines in fair value or other market conditions. If any impairment is identified for non-marketable equity securities, the Company writes down the investment to its fair value. Non-marketable equity securities are reported in “Other assets” on the Company’s Consolidated Balance Sheets.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and definite-lived intangible assets, among other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent the carrying amount of the underlying asset exceeds its fair value.
Revenue Recognition	Revenue Recognition The Company generates revenue through home sales, along with other revenue from ancillary real estate services. Other revenue represents an insignificant portion of the Company’s total revenue. The Company recognizes revenue when it satisfies its performance obligations by transferring control of promised goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Home sales revenue consists of selling residential real estate to customers. Revenue is recognized when title to and possession of the property has transferred to the customer and the Company has no continuing involvement with the property, which is generally upon close of escrow. The amount of revenue recognized for each home sale is equal to the sale price of the home net of any concessions. The Company generally provides a 90-day guarantee on home sales, subject to terms and conditions. Returns on home sales have been limited in the Company’s experience and it does not estimate for returns in recognizing revenue. Other revenue consists primarily of title insurance facilitation revenue, closing and escrow services, real estate broker commissions, and gain (loss) on sale of mortgage loans. These real estate services are provided in conjunction with home sales, and revenue is recognized consistent with home sales revenue, generally upon close of escrow. No customers generated 10% or more of the Company’s total revenue in the years ended December 31, 2021, 2020 or 2019.
Cost of Revenue	Cost of Revenue Cost of revenue includes the property purchase price, acquisition costs, direct costs to renovate or repair the home and inventory valuation adjustments, if any. These costs are accumulated in real estate inventory during the property holding period and charged to cost of revenue under the specific identification method when the property is sold. Additionally, for the Company’s revenues other than home sales revenue, cost of revenue consists of any costs incurred in delivering the service including associated headcount expenses such as salaries, benefits, and stock-based compensation.
Sales, Marketing and Operations Expense	Sales, Marketing and Operations Expense Sales, marketing and operations expense consists primarily of resale broker commissions, resale closing costs, holding costs related to real estate inventory including utilities, property taxes and maintenance, and expenses associated with product marketing, promotions and brand-building. Sales, marketing and operations expense includes any headcount expenses in support of sales, marketing, and real estate inventory operations such as salaries, benefits, and stock-based compensation. These costs are expensed as incurred.
Technology and Development	Technology and Development Technology and development expense consists primarily of amortization expense of capitalized software development costs in addition to headcount expenses, including salaries, benefits, and stock-based compensation for employees in the design, development, testing, maintenance and operation of the Company’s mobile applications, websites, tools and other applications that support its products.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation awards consist of stock options, restricted stock units (“RSUs”), and shares of restricted stock (“Restricted Shares”). Stock Options The Company has granted stock options with a service condition to vest, which is generally four years. The Company records stock-based compensation expense for service-based stock options on a straight-line basis over the requisite service period, which is generally the option’s vesting period. These amounts are reduced by forfeitures as they occur. The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value as of the grant date for stock options. RSUs The Company has granted RSUs with a performance condition, based on a liquidity event, as defined by the share agreement, as well as a service condition to vest, which is generally four years. The Company determines the fair value of RSUs based on the valuation of the Company’s common stock as of the grant date. No compensation expense is recognized for performance-based awards until the liquidity event has occurred. Subsequent to the occurrence of a liquidity event, compensation expense is recognized to the extent the requisite service period has been completed. Compensation expense is recognized on an accelerated attribution basis over the requisite service period of the awards subject to the achievement of the liquidity event. After the Company became listed, the RSUs granted are generally only subject to a service condition to vest and typically vest over four years. Compensation expense is recognized on a straight-line basis subject to a floor of the vested number of shares for each award. Market Condition RSUs The Company has granted RSUs with a performance condition, based on a liquidity event, as defined by the share agreement, as well as a market condition to vest. Subject to the employee’s continued services to the Company, the market-based conditions are satisfied upon the Company's achievement of share price milestone calculated based on 60-day volume weighted average. For market-based RSUs, the Company determines the grant-date fair value utilizing Monte Carlo simulations, which incorporates various assumptions including expected stock price volatility, contractual term, dividend yield, and stock price at grant date. The Company estimates the volatility of common stock on the date of grant based on the weighted-average historical stock price volatility of comparable publicly-traded companies. As the Company had no history of dividend payments and had not declared any prospective dividends, a 0% dividend yield was assumed. For stock-based compensation, each market-based condition is treated as an accounting unit and expense is recognized over the requisite service period with respect to each unit and only if performance-based conditions are considered probable to be satisfied. The Company determines the requisite service period by comparing the derived service period to achieve the market-based condition and the explicit service-based period, if any, using the longer of the two service periods as the requisite service period. Restricted Shares The fair value of the Restricted Shares is equal to the estimated fair value of the Company’s common stock on the grant date. The Company recognizes compensation expense for the shares on a straight-line basis over the requisite service period of the awards. The fair value of these shares will be recognized into common stock and additional paid-in-capital as the shares vest.
Income Taxes	Income Taxes The Company records income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby: (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.
Consolidation of Variable Interest Entities	Consolidation of Variable Interest Entities The Company is a variable interest holder in certain entities in which equity investors at risk do not have the characteristics of a controlling financial interest or where the entity does not have enough equity at risk to finance its activities without additional subordinated financial support from other parties; these entities are VIEs. The Company’s variable interest arises from contractual, ownership or other monetary interest in the entity, which fluctuates based on the VIE’s economic performance. The Company consolidates a VIE if it is the primary beneficiary. The Company is the primary beneficiary if it has a controlling financial interest, which includes both the power to direct the activities that most significantly impact the economic performance of the VIE and a variable interest that obligates the Company to absorb losses or the right to receive benefits that potentially could be significant to the VIE. To determine whether a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether or not the Company is the primary beneficiary of a VIE on an ongoing basis.
Public And Sponsor Warrants	The Company evaluated the Public and Sponsor Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity, and concluded that the Sponsor Warrants did not meet the criteria to be classified in shareholders’ equity. Specifically, the exercise and settlement features for the Sponsor Warrants precluded them from being considered indexed to the Company’s own stock, given that a change in the holder of the Sponsor Warrants may alter the settlement of the Sponsor Warrants. Since the holder of the instrument is not an input to a standard option pricing model (a consideration with respect to the indexation guidance), the fact that a change in the holder could impact the value of the Sponsor Warrants means the Sponsor Warrants were not indexed to the Company’s own stock. Since the Sponsor Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the consummation of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidated statement of operations at each reporting period. The Company concluded that the Public Warrants, which did not have the same exercise and settlement features as the Sponsor Warrants, meet the criteria to be classified in shareholders' equity.
Recently Issued Accounting Standards	Recently Issued Accounting Standards Recently Adopted Accounting Standards In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted this ASU as of January 1, 2021 and the adoption of this ASU did not have a material impact to the Company’s consolidated financial statements given that the Company has a full valuation allowance and the scenarios for which the guidance offer simplification are not significant for the Company. In March 2020, the FASB issued ASU 2020-04 which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. This guidance is optional for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. The Company adopted this ASU as of January 1, 2021 and has elected to take advantage of this optional guidance in its transition away from LIBOR with certain debt contracts. The Company’s existing LIBOR based debt arrangements generally include provisions that contemplate the transition from LIBOR, but certain arrangements may have such provisions added or modified as the transition becomes more imminent. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements as the transition from LIBOR has not occurred. In August 2020, the FASB issued ASU 2020-06, to simplify accounting for certain financial instruments. This guidance eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. The standard also amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The Company adopted this ASU as of January 1, 2021 using the modified retrospective method. The adoption of this ASU did not have a material impact to the Company’s consolidated financial statements.

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The following table provides the impact of the correction on the Company's consolidated balance sheet as of December 31, 2020, as presented herein (in millions):


	December 31, 2020
	Previously Stated		Adjustments	As Corrected
WARRANT LIABILITIES	$	—	47	$	47
Total liabilities	$	576	47	$	623
Additional paid-in capital	$	2,677	(81)	$	2,596
Accumulated deficit	(1,077)		34	(1,043)
Total shareholders' equity	$	1,600	(47)	$	1,553

The following table provides the impact of the correction on the Company's consolidated statement of operations for the year ended December 31, 2020 (in millions):


	Year Ended December 31, 2020
	Previously Stated		Adjustments		As Corrected
DERIVATIVE AND WARRANT FAIR VALUE ADJUSTMENT	$	(26)	34		$	8
LOSS BEFORE INCOME TAXES	$	(287)	34		$	(253)
NET LOSS	$	(287)	34		$	(253)
Net loss per share attributable to common shareholders:
Basic	$	(2.62)	$	0.31	$	(2.31)
Diluted	$	(2.62)	$	0.31	$	(2.31)


	Year Ended December 31, 2020
	Previously Stated		Adjustments	As Corrected
Additional paid-in capital	$	2,677	(81)	$	2,596
Accumulated deficit	(1,077)		34	(1,043)
Total shareholders' equity	$	1,600	(47)	$	1,553

The following table provides the impact of the correction on the Company's consolidated statement of cash flows for the year ended December 31, 2020 (in millions):


	Year Ended December 31, 2020
	Previously Stated		Adjustments	As Corrected
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(287)	34	$	(253)
Adjustments to reconcile net loss to cash, cash equivalents, and restricted cash provided by (used in) operating activities:
Warrant fair value adjustment	$	3	(34)	$	(31)
DISCLOSURES OF NONCASH FINANCING ACTIVITIES:
Recognition of warrant liability	$	—	81	$	81

Schedule of Property, Plant and Equipment

The estimated useful lives of the Company’s property and equipment are as follows:


Internally developed software			2 years
Software implementation costs			Lesser of 3 years or contract term
Computers			2 years
Security systems			1 year
Furniture and fixtures			5 years
Leasehold improvements			Lesser of useful life or lease term
Office equipment			3 years

Property and equipment as of December 31, 2021 and 2020, consisted of the following (in millions):


	2021		2020
Internally developed software	$	71	$	48
Computers	11		5
Security systems	10		1
Furniture and fixtures	3		3
Software implementation costs	3		2
Leasehold improvements	2		2
Office equipment	2		2
Total	102		63
Accumulated depreciation and amortization	(57)		(34)
Property and equipment – net	$	45	$	29

Schedule of Impairment Loss Recognized

The impairment loss recognized during the periods presented are as follows (in millions):


	Year Ended December 31,
	2021		2020		2019
General and administrative	$	1	$	1	$	—
Technology and development	3		1		—
Total impairment loss	$	4	$	2	$	—

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions By Acquisition Fair Value Of Consideration Transferred

The acquisition-date fair value of the consideration transferred consisted of the following (in millions):


Cash consideration	$	34
Equity consideration – common stock	7
Total consideration transferred	$	41

REAL ESTATE INVENTORY (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Real Estate Inventory

The following table presents the components of inventory, net of applicable inventory valuation adjustments, as of the dates presented (in millions):


	December 31, 2021		December 31, 2020
Work-in-process	$	1,971	$	183
Finished goods	4,125		283
Total real estate inventory	$	6,096	$	466

CASH, CASH EQUIVALENTS, AND INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2021

Cash and Cash Equivalents [Abstract]

Schedule of Available-for-sale Securities Reconciliation

The amortized cost, gross unrealized gains and losses, and fair value of cash, cash equivalents, and marketable securities as of December 31, 2021 and 2020, are as follows (in millions):


	December 31, 2021
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	81	$	—	$	—	$	81	$	81	$	—
Money market funds	1,350		—		—		1,350		1,350		—
Time deposit	300		—		—		300		300		—
Corporate debt securities	208		—		(1)		207		—		207
Mutual fund	200		—		—		200		—		200
Equity securities	46		—		—		46		—		46
Commercial paper	15		—		—		15		—		15
Asset-backed securities	7		—		—		7		—		7
Certificates of deposit	5		—		—		5		—		5
Sovereign bonds	4		—		—		4		—		4


Total	$	2,216	$	—	$	(1)	$	2,215	$	1,731	$	484


	December 31, 2020
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	710	$	—	$	—	$	710	$	710	$	—
Money market funds	618		—		—		618		618		—

Commercial paper	81		—		—		81		81		—
Corporate debt securities	30		—		—		30		4		26
Asset-backed securities	13		—		—		13		—		13




U.S. agency securities	7		—		—		7		—		7
U.S. Treasury securities	2		—		—		2		—		2
Total	$	1,461	$	—	$	—	$	1,461	$	1,413	$	48

Schedule of Unrealized Loss on Investments

A summary of debt securities with unrealized losses aggregated by period of continuous unrealized loss is as follows (in millions):


	Less than 12 Months				12 Months or Greater				Total
December 31, 2021	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Money market funds	$	259	$	—	$	—	$	—	$	259	$	—
Corporate debt securities	207		(1)		—		—		207		(1)
Commercial paper	15		—		—		—		15		—
Asset-backed securities	7		—		—		—		7		—
Certificates of deposit	5		—		—		—		5		—
Sovereign bonds	4		—		—		—		4		—
Total	$	497	$	(1)	$	—	$	—	$	497	$	(1)


	Less than 12 Months				12 Months or Greater				Total
December 31, 2020	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

Commercial paper	$	19	$	—	$	—	$	—	$	19	$	—
Corporate debt securities	7		—		—		—		7		—
Asset-backed securities	5		—		—		—		5		—


Total	$	31	$	—	$	—	$	—	$	31	$	—

Investments Classified by Contractual Maturity Date

The scheduled contractual maturities of debt securities as of December 31, 2021 are as follows (in millions):


December 31, 2021	Fair Value		Within 1 Year		After 1 Year through 5 Years
Corporate-debt securities	$	207	$	71	$	136
Commercial paper	15		15		—
Asset-backed securities	7		7		—
Certificates of deposit	5		5		—
Sovereign bonds	4		4		—


Total	$	238	$	102	$	136

DERIVATIVE INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts of Outstanding Derivative Positions

The following table presents the total notional amounts and fair values for the Company’s derivatives (in millions):


	Notional Amount		Fair Value Derivatives
December 31, 2021			Asset		Liability

Interest rate lock commitments	$	21	$	—	$	—


	Notional Amount		Fair Value Derivatives
December 31, 2020			Asset		Liability
Interest rate lock commitments	$	15	$	—	$	—

Schedule of Net Gains and Losses

The following table presents the net gains and losses recognized on derivatives within the respective line items in the statement of operations for the periods indicated (in millions):


	Year Ended December 31,
	2021		2020		2019

Derivative and warrant fair value adjustment	$	—	$	(23)	$	—
Other income, net	$	—	$	—	$	(1)

VARIABLE INTEREST ENTITIES (Tables)

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The following table summarizes the assets and liabilities related to the VIEs consolidated by the Company as of December 31, 2021 and 2020 (in millions):


	December 31, 2021		December 31, 2020
Assets
Cash and cash equivalents	$	9	$	16
Restricted cash	838		81
Real estate inventory	6,046		461
Other(1)	113		7
Total assets	$	7,006	$	565
Liabilities
Non-recourse asset-backed debt	$	6,102	$	475
Other(2)	70		3
Total liabilities	$	6,172	$	478

________________

(1)Includes escrow receivable and other current assets.

(2)Includes accounts payable and other accrued liabilities and interest payable.

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

CREDIT FACILITIES AND LONG-TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following tables summarize certain details related to the Company's credit facilities and long-term debt as of December 31, 2021 and 2020 (in millions, except interest rates):


			Outstanding Amount
December 31, 2021	Borrowing Capacity		Current		Non-Current		Weighted Average Interest Rate		End of Revolving / Withdrawal Period	Final Maturity Date
Non-Recourse Asset-backed Debt:
Asset-backed Senior Revolving Credit Facilities
Revolving Facility 2018-2	$	1,250	$	759	$	—	2.84	%	September 23, 2022	December 23, 2022
Revolving Facility 2018-3	750		673		—		2.39	%	May 26, 2024	May 26, 2024
Revolving Facility 2019-1	900		648		—		2.84	%	June 30, 2023	June 30, 2023
Revolving Facility 2019-2	1,850		1,149		—		2.52	%	July 8, 2023	July 8, 2024
Revolving Facility 2019-3	925		886		—		3.25	%	August 22, 2022	August 21, 2023
Revolving Facility 2021-1	125		125		—		2.15	%	October 31, 2022	October 31, 2022
Asset-backed Senior Term Debt Facilities
Term Debt Facility 2021-S1	400		—		400		3.48	%	April 1, 2024	April 1, 2025
Term Debt Facility 2021-S2	600		—		500		3.20	%	September 10, 2024	September 10, 2025
Term Debt Facility 2021-S3	1,000		—		—		3.75	%	5 Years from Initial Draw Date	5 Years, 6 Months from Initial Draw Date
Total	$	7,800	$	4,240	$	900
Issuance Costs					(3)
Carrying Value					$	897

Asset-backed Mezzanine Term Debt Facilities

Term Debt Facility 2020-M1	$	3,000	$	—	$	1,000	10.00	%	April 1, 2025	April 1, 2026
Total	$	3,000	$	—	$	1,000
Issuance Costs					(35)
Carrying Value					$	965

Total Non-Recourse Asset-backed Debt	$	10,800	$	4,240	$	1,862

Recourse Debt - Other Secured Borrowings:
Mortgage Financing
Repo Facility 2019-R1	$	100	$	7	$	—	1.84	%	May 26, 2022	May 26, 2022
Total Recourse Debt	$	100	$	7	$	—


	Outstanding Amount
December 31, 2020	Current		Non-Current		Weighted Average Interest Rate
Non-Recourse Asset-backed Debt:
Asset-backed Senior Revolving Credit Facilities
Revolving Facility 2018-1	$	—	$	—	4.28	%
Revolving Facility 2018-2	—		—		4.36	%
Revolving Facility 2018-3	25		—		4.19	%
Revolving Facility 2019-1	33		—		3.58	%
Revolving Facility 2019-2	230		—		3.08	%
Revolving Facility 2019-3	51		—		3.60	%





Total	$	339	$	—

Asset-backed Mezzanine Term Debt Facilities
Term Debt Facility 2016-M1	$	—	$	40	10.00	%
Term Debt Facility 2020-M1	—		100		10.00	%
Total	$	—	$	140
Issuance Costs			(5)
Carrying Value			$	135

Total Non-Recourse Asset-backed Debt	$	339	$	135

Recourse Debt - Other Secured Borrowings:
Mortgage Financing
Repo Facility 2019-R1	$	7	$	—	1.94	%
Total Recourse Debt	$	7	$	—

Convertible Senior Notes

The tables below summarizes certain details related to the 2026 Notes (in millions, except interest rates):


December 31, 2021	Aggregate Principal Amount		Unamortized Debt Issuance Costs		Net Carrying Amount
2026 Notes	$	978	$	(24)	$	954


December 31, 2021	Maturity Date	Stated Cash Interest Rate		Effective Interest Rate		Semi-Annual Interest Payment Dates	Conversion Rate	Conversion Price
2026 Notes	August 15, 2026	0.25	%	0.77	%	February 15; August 15	51.9926	$	19.23

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

+ Details

FAIR VALUE DISCLOSURES (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Disclosures

The following table summarizes the fair value measurement methodologies, including significant inputs and assumptions, and classification of the Company’s assets and liabilities.

Asset/Liability Class

Valuation Methodology, Inputs and

Assumptions

Classification

Cash and cash equivalents

Carrying value is a reasonable estimate of fair value based on short-term nature of the instruments.

Level 1 estimated fair value measurement.

Restricted cash

Carrying value is a reasonable estimate of fair value based on short-term nature of the instruments.

Level 1 estimated fair value measurement.

Marketable securities

Debt securities

Prices obtained from third-party vendors that compile prices from various sources and often apply matrix pricing for similar securities when no price is observable.

Level 2 recurring fair value measurement.

Mutual fund

Price is quoted given the security is traded on an exchange.

Level 1 recurring fair value measurement.

Equity securities

Price is quoted given the securities traded on an exchange.

Level 1 recurring fair value measurement.

Mortgage loans held for sale pledged under agreements to repurchase

Fair value is estimated based on observable market data including quoted market prices, deal price quotes, and sale commitments.

Level 2 recurring fair value measurement.

Other current assets

Mortgage loans held for sale

Fair value is estimated based on observable market data including quoted market prices and deal price quotes.

Level 2 recurring fair value measurement.

Interest rate lock commitments

Fair value of the underlying loan based on observable quoted market prices in the secondary market and sale commitments, with adjustments for the estimated pull-through rate.

Level 2 recurring fair value measurement for fair value based on observable inputs. Level 3 recurring fair value measurement for fair value with unobservable inputs.

Other assets

Non-marketable equity securities

Fair value is estimated using the observable transaction price.

Level 2 non-recurring fair value measurement for fair value based on transaction price.

Non-recourse asset-backed debt

Credit facilities

Fair value is estimated using discounted cash flows based on current lending rates for similar credit facilities with similar terms and remaining time to maturity.

Carried at amortized cost.

Level 2 estimated fair value measurement.

Other secured borrowings

Loans sold under agreements to repurchase

Fair value is estimated using discounted cash flows based on current lending rates for similar asset-backed financing facilities with similar terms and remaining time to maturity.

Carried at amortized cost.

Level 2 estimated fair value measurement.

Convertible senior notes

Fair value is estimated using broker quotes and other observable market inputs.

Carried at amortized cost.
Level 2 estimated fair value measurement.

Derivative and warrant liabilities

Sponsor Warrants

Fair value is estimated using the price of the Public Warrants or their settlement value.

Level 2 recurring fair value measurement.

Warrants

Level 3 recurring fair value measurement.

Embedded conversion options

Level 3 recurring fair value measurement.

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables present the levels of the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis (in millions).


December 31, 2021	Balance at Fair Value		Level 1		Level 2		Level 3
Marketable securities:
Corporate debt securities	$	207	$	—	$	207	$	—
Mutual fund	200		200		—		—
Equity securities	46		46		—		—
Commercial paper	15		—		15		—
Asset-backed securities	7		—		7		—
Certificates of deposit	5		—		5		—
Sovereign bonds	4		—		4		—


Mortgage loans held for sale pledged under agreements to repurchase	7		—		7		—
Other current assets:
Mortgage loans held for sale	4		—		4		—

Total assets	$	495	$	246	$	249	$	—


December 31, 2020	Balance at Fair Value		Level 1		Level 2		Level 3
Marketable securities:
Corporate debt securities	$	26	$	—	$	26	$	—


Asset-backed securities	13		—		13		—



U.S. agency securities	7		—		7		—
U.S. Treasury securities	2		—		2		—
Mortgage loans held for sale pledged under agreements to repurchase	8		—		8		—



Total assets	$	56	$	—	$	56	$	—
Warrant liabilities:
Sponsor Warrants	47		—		47		—
Total liabilities	$	47	$	—	$	47	$	—

Fair Value Disclosure of Asset and Liability Not Measured at Fair Value


	December 31, 2021
	Carrying Value		Fair Value		Level 1		Level 2
Assets:
Cash and cash equivalents	$	1,731	$	1,731	$	1,731	$	—
Restricted cash	847		847		847		—
Other assets:
Non-marketable equity securities	5		5		—		5
Liabilities:
Non-recourse asset-backed debt	$	6,102	$	6,140	$	—	$	6,140
Other secured borrowings	7		7		—		7
Convertible senior notes	954		1,019		—		1,019


	December 31, 2020
	Carrying Value		Fair Value		Level 1		Level 2
Assets:
Cash and cash equivalents	$	1,413	$	1,413	$	1,413	$	—
Restricted cash	93		93		93		—


Liabilities:
Non-recourse asset-backed debt	$	475	$	479	$	—	$	479
Other secured borrowings	7		7		—		7

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table shows a reconciliation from the opening balances to the closing balances for Level 3 Fair values (in millions):


	Warrants		Embedded Conversion Option		Interest Rate Lock Commitments
Balance as of December 31, 2018	$	18	$	—	$	—
Issuances	1		42		—

Exercise of warrants	(7)		—		—


Net change in fair value	(7)		—		—
Balance as of December 31, 2019	$	5	$	42	$	—

Settlement of 2019 Convertible Notes	—		(65)		—
Exercise of warrants	(7)		—		—


Net change in fair value	2		23		—
Balance as of December 31, 2020	$	—	$	—	$	—



Additions	—		—		5
Originations/Terminations	—		—		(5)

Balance as of December 31, 2021	$	—	$	—	$	—

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

The estimated useful lives of the Company’s property and equipment are as follows:


Internally developed software			2 years
Software implementation costs			Lesser of 3 years or contract term
Computers			2 years
Security systems			1 year
Furniture and fixtures			5 years
Leasehold improvements			Lesser of useful life or lease term
Office equipment			3 years

Property and equipment as of December 31, 2021 and 2020, consisted of the following (in millions):


	2021		2020
Internally developed software	$	71	$	48
Computers	11		5
Security systems	10		1
Furniture and fixtures	3		3
Software implementation costs	3		2
Leasehold improvements	2		2
Office equipment	2		2
Total	102		63
Accumulated depreciation and amortization	(57)		(34)
Property and equipment – net	$	45	$	29

LEASES (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Components of Lease Cost

Components of lease costs for the years ended the December 31, 2021, 2020, and 2019, are as follows (in millions):


	Year Ended December 31,
	2021		2020		2019
Operating lease cost	$	12	$	34	$	12
Variable lease cost	1		—		1
Short-term lease cost	—		1		2
Sublease income	(1)		—		(1)
Net lease cost	$	12	$	35	$	14

The following table present supplemental lease information (in millions):


December 31,	2021		2020		2019
Cash paid for amounts included in the measurement of operating lease liabilities	$	(10)	$	(13)	$	(11)
Right-of-use assets obtained in exchange for new or acquired lease liabilities	$	—	$	40	$	58

Supplemental Balance Sheet Information

The weighted average lease term and the weighted average discount rate are as follows:


December 31,	2021		2020
Weighted average remaining lease term for operating leases (in years)	7.6		6.5
Weighted average discount rate for operating leases	9.8	%	9.1	%

Maturity of Operating Lease Liabilities

Maturity of operating lease liabilities as of December 31, 2021 are as follows (in millions):


2022	$	8
2023	8
2024	9
2025	8
2026	7
Thereafter	27
Total undiscounted future cash flows	$	67
Less: Imputed interest	21
Total lease liabilities	$	46

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets subject to amortization consisted of the following as of December 31, 2021 and 2020, respectively (in millions, except years):



December 31, 2021	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Remaining Weighted Average Useful Life (Years)
Developed technology	$	7	$	(2)	$	5	0.7
Customer relationships	7		(3)		4		2.7
Trademarks	5		(2)		3		2.7

Intangible assets – net	$	19	$	(7)	$	12



December 31, 2020	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Remaining Weighted Average Useful Life (Years)
Customer relationships	$	8	$	(3)	$	5	3.7
Trademarks	5		(1)		4		3.7
Developed technology	3		(3)		—		0

Intangible assets – net	$	16	$	(7)	$	9

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

As of December 31, 2021, expected amortization of intangible assets is as follows (in millions):


Fiscal Years
2022	$	8
2023	2
2024	2


Total	$	12

ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accounts Payable and Other Accrued Liabilities

Accounts payable and accrued liabilities as of December 31, 2021 and 2020, consisted of the following (in millions):


	2021		2020
Accrued expenses due to vendors	$	66	$	11
Accrued property and franchise taxes	24		1
Legal contingency accrual	18		4
Accrued payroll and other employee related expenses	17		6
Accounts payable due to vendors	3		3
Other	9		—
Total accounts payable and other accrued liabilities	$	137	$	25

SHARE-BASED AWARDS (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of the Stock Option Activity

A summary of the stock option activity for the year ended December 31, 2021, is as follows:


	Number of Options (in thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Balance – December 31, 2020	24,158	$	1.91	5.4	$	503
Granted	150	15.00
Exercised	(8,919)	1.65
Forfeited	(840)	3.77
Expired	(3)	2.98
Balance – December 31, 2021	14,546	2.12		4.7	$	182
Exercisable – December 31, 2021	12,793	1.79		4.3	$	164

Summary of the RSU Activity

A summary of the RSU activity for the year ended December 31, 2021, is as follows:


	Number of RSUs (in thousands)	Weighted- Average Grant-Date Fair Value
Unvested and outstanding – December 31, 2020	46,525	$	10.88
Granted	33,960	20.24
Vested	(24,005)	10.85
Forfeited	(3,034)	9.53
Unvested and outstanding – December 31, 2021	53,446	$	17.35

Summary of the Restricted Shares Activity

A summary of the Restricted Shares activity for the year ended December 31, 2021 is as follows:


	Number of Restricted Shares (in thousands)	Average Grant-Date Fair Value
Unvested – December 31, 2020	2,148	$	3.74
Granted	—	—
Vested	(1,318)	3.72
Forfeited	(138)	$	3.02
Unvested – December 31, 2021	692	$	3.91

Summary of Stock-Based Compensation Expense in the Statements of Operations

The following table summarizes total stock-based compensation expense by function as presented in the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, as follows (in millions):


	Year Ended December 31,
	2021		2020		2019
General and administrative	$	463	$	33	$	6
Sales, marketing and operations	13		1		2
Technology and development	60		4		5
Total stock-based compensation expense	$	536	$	38	$	13

Summary of Assumptions Used in the Black-Scholes Model for Employee and non-Employee Stock Options

The Black-Scholes Model used to value stock options incorporates the following assumptions:


	Year Ended December 31,
	2021			2019
Fair value	$	15.00		$4.22 – $4.29
Volatility	73		%	32% – 45%
Risk-free rate	1.09		%	1.63% – 2.34%
Expected life (in years)	7			5 – 7
Expected dividend	$	—		$	—

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The following table summarizes the components of the Company’s provision for income taxes for the periods presented (in millions):


	Year Ended December 31,
	2021		2020		2019
Current income tax expense:
Federal	$	—	$	—	$	—
State	1		—		—
Total current income tax expense	1		—		—




Income Tax Provision	$	1	$	—	$	—

Schedule of Effective Income Tax Rate Reconciliation

The following table presents a reconciliation of the U.S. federal statutory income tax rates to the Company’s effective income tax rate for the periods presented:


	Year Ended December 31,
	2021		2020		2019
U. S. Federal tax benefit at statutory rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal benefit	3.4		3.5		3.2
Non-deductible expenses and other	(0.4)		0.4		(0.1)
Non-deductible warrant expenses	0.4		3.0		0.4
Loss on convertible note exchange	—		(2.4)		—
Share-based compensation	7.0		0.4		(0.4)

Deduction limitation on executive compensation	(14.1)		(2.1)		—

Change in valuation allowance, net	(19.5)		(23.9)		(25.2)
Research and development credits	2.0		0.1		1.0
Effective tax rate	(0.2)	%	—	%	(0.1)	%

Schedule of Deferred Tax Assets and Liabilities


	December 31, 2021		December 31, 2020
Deferred tax assets:
Accrued and reserves	$	21	$	4
Inventory	34		11
Tax credits	33		13
Lease Liabilities	11		16
Net operating loss	293		206
Total gross deferred tax assets	392		250
Depreciation and amortization	(5)		(3)
Goodwill	(1)		—
Right-of-use assets	(10)		(12)
Valuation allowance	(376)		(235)
Net deferred tax assets	$	—	$	—

Schedule of Unrecognized Tax Benefits Roll Forward

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in millions):


	Year Ended December 31,
	2021		2020		2019
Unrecognized tax benefits as of the beginning of the year	$	6	$	5	$	2

Decrease related to prior year tax provisions	—		(1)		—
Increase related to current year tax provisions	9		2		3
Unrecognized tax benefits as of the end of the year	$	15	$	6	$	5

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	Year Ended December 31,
	2021		2020		2019
Basic net loss per share:
Numerator:
Net loss	$	(662)	$	(253)	$	(339)

Minus: Net income attributable to noncontrolling interests	—		—		2
Net loss attributable to common shareholders – basic	$	(662)	$	(253)	$	(341)
Denominator:
Weighted average shares outstanding – basic and diluted	592,574		109,301		79,977
Basic net loss per share	$	(1.12)	$	(2.31)	$	(4.26)
Diluted net loss per share:
Numerator:
Net loss	$	(662)	$	(253)	$	(339)

Minus: Net income attributable to noncontrolling interests	—		—		2
Minus: Gain on liability-classified warrants	—		—		8
Net loss attributable to common shareholders – diluted	$	(662)	$	(253)	$	(349)
Denominator:
Weighted average shares outstanding – basic and diluted	592,574		109,301		79,977
Diluted net loss per share	$	(1.12)	$	(2.31)	$	(4.37)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Year Ended December 31,
	2021	2020	2019
Common Stock Warrants	—	19,933	3,370
Series D Preferred Stock Warrants	—	—	485
Series E Preferred Stock Warrants	—	—	121
RSUs	53,446	46,525	22,758
Options	14,546	24,158	36,609
Unvested Shares from Early Exercise	4	57	187
Restricted Shares	692	2,148	3,689
Redeemable convertible preferred stock	—	—	314,424
Total anti-dilutive securities	68,688	92,821	381,643

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Correction of Prior Period Amounts (Details) - USD ($) $ in Millions		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 18, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrants outstanding	$ 47	$ 0	$ 47
Derivative and warrant fair value adjustment		12	31	$ 6
Accumulated deficit	(1,043)	(1,705)	(1,043)
Additional paid-in-capital	(2,596)	$ (3,955)	(2,596)
Revision of Prior Period, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrants outstanding	47		47
Derivative and warrant fair value adjustment			34
Accumulated deficit	34		34
Additional paid-in-capital	81		81
Sponsor Warrants
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrants outstanding	47		47		$ 81
Derivative and warrant fair value adjustment	34
Private Warrants \| Revision of Prior Period, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrants outstanding	$ 47		$ 47

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Impact of the Correction on the Company's Consolidated Balance Sheet (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
WARRANT LIABILITIES	$ 0	$ 47
Total liabilities	7,258	623
Additional paid-in capital	3,955	2,596
Accumulated deficit	(1,705)	(1,043)
Total shareholders’ equity	$ 2,248	1,553	$ (733)	$ (414)
Previously Stated
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
WARRANT LIABILITIES		0
Total liabilities		576
Additional paid-in capital		2,677
Accumulated deficit		(1,077)
Total shareholders’ equity		1,600
Adjustments
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
WARRANT LIABILITIES		47
Total liabilities		47
Additional paid-in capital		(81)
Accumulated deficit		34
Total shareholders’ equity		$ (47)

- Definition

Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

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The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Impact of the Correction on the Company'sConsolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
DERIVATIVE AND WARRANT FAIR VALUE ADJUSTMENT	$ 12	$ 8	$ 6
LOSS BEFORE INCOME TAXES	(661)	(253)	(339)
NET LOSS	$ (662)	$ (253)	$ (339)
Basic (in dollars per share)	$ (1.12)	$ (2.31)	$ (4.26)
Diluted (in dollars per share)	$ (1.12)	$ (2.31)	$ (4.37)
Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
DERIVATIVE AND WARRANT FAIR VALUE ADJUSTMENT		$ (26)
LOSS BEFORE INCOME TAXES		(287)
NET LOSS		$ (287)
Basic (in dollars per share)		$ (2.62)
Diluted (in dollars per share)		$ (2.62)
Revision of Prior Period, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
DERIVATIVE AND WARRANT FAIR VALUE ADJUSTMENT		$ 34
LOSS BEFORE INCOME TAXES		34
NET LOSS		$ 34
Basic (in dollars per share)		$ 0.31
Diluted (in dollars per share)		$ 0.31

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The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Impact of the Correction on the Company's Consolidated Statement of Temporary Equity and Shareholders’ Equity (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional paid-in capital	$ 3,955	$ 2,596
Accumulated deficit	(1,705)	(1,043)
Shareholders' deficit,	$ 2,248	1,553	$ (733)	$ (414)
Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional paid-in capital		2,677
Accumulated deficit		(1,077)
Shareholders' deficit,		1,600
Revision of Prior Period, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional paid-in capital		(81)
Accumulated deficit		34
Shareholders' deficit,		$ (47)

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

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- Definition

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DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Impact of the Correction on the Company's Consolidated Statement of Cash Flows (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
NET LOSS	$ (662)	$ (253)	$ (339)
Warrant fair value adjustment	(12)	(31)	(6)
Recognition of warrant liability	$ 0	81	$ 0
Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
NET LOSS		(287)
Warrant fair value adjustment		3
Recognition of warrant liability		0
Revision of Prior Period, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
NET LOSS		34
Warrant fair value adjustment		(34)
Recognition of warrant liability		$ 81

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The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Marketable Securities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Temporary impairment losses	$ 0	$ 0	$ 0

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Convertible Senior Notes (Details)	Dec. 31, 2021	Aug. 31, 2021
Senior Convertible Notes 2026 \| Convertible Debt
Debt Instrument [Line Items]
Interest rate (in percent)	0.25%	0.25%

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Internally developed software
Property, Plant and Equipment [Line Items]
Useful life	2 years
Software implementation costs
Property, Plant and Equipment [Line Items]
Useful life	3 years
Computers
Property, Plant and Equipment [Line Items]
Useful life	2 years
Security systems
Property, Plant and Equipment [Line Items]
Useful life	1 year
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful life	5 years
Office equipment
Property, Plant and Equipment [Line Items]
Useful life	3 years

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2021
Minimum
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (Years)	1 year
Maximum
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted Average Useful Life (Years)	5 years

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Impairment of Long-Lived Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Impairment of long-lived assets held-for-use	$ 4	$ 2	$ 0
General and administrative
Finite-Lived Intangible Assets [Line Items]
Impairment of long-lived assets held-for-use	1	1	0
Technology and development
Finite-Lived Intangible Assets [Line Items]
Impairment of long-lived assets held-for-use	$ 3	$ 1	$ 0

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Revenue Recognition (Details)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Number of days of guarantee on home sales	90 days

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Sales, Marketing and Operations Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Advertising costs	$ 123	$ 33	$ 75

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - RSUs (Details)	12 Months Ended
	Dec. 31, 2021
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Vesting period for awards with service condition	4 years

DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES - Public and Sponsor Warrants (Details) - $ / shares	Dec. 31, 2021	Jul. 09, 2021	Apr. 30, 2020
Class of Warrant or Right [Line Items]
Warrants to purchase share of Class A common stock			1
Exercise price of warrants (in dollars per share)	$ 11.50
Reference value (in dollars per share)	18.00
Warrant redemption price (in dollars per share)		$ 0.10
Social Capital Hedosophia Holdings Corp II - IPO
Class of Warrant or Right [Line Items]
Number of units issued (in shares)			41,400,000
Common stock price per share (in usd per share)			$ 10.00
Public Warrants
Class of Warrant or Right [Line Items]
Warrants to purchase share of Class A common stock			1
Exercise price of warrants (in dollars per share)		$ 11.50	$ 11.50
Warrants to purchase shares (in shares)		13,799,947	13,800,000
Sponsor Warrants
Class of Warrant or Right [Line Items]
Warrants to purchase share of Class A common stock			1
Exercise price of warrants (in dollars per share)			$ 11.50
Warrants to purchase shares (in shares)			6,133,333
Price per warrant (in usd per share)			$ 1.50
Reference value (in dollars per share)	18.00
Minimum \| Public Warrants
Class of Warrant or Right [Line Items]
Reference value (in dollars per share)	10.00
Maximum \| Public Warrants
Class of Warrant or Right [Line Items]
Reference value (in dollars per share)	$ 18.00

BUSINESS COMBINATIONS - Reverse Recapitalization (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Dec. 18, 2020 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Common Stock
Business Combination [Line Items]
Equity issuance costs		$ 29	$ 43	$ 0
Transaction with Social Capital Hedosophia Holdings Corp. II I Common Stock
Business Combination [Line Items]
Consideration received due to reverse recapitalization	$ 377
PIPE shares issued by Social Capital Hedosophia Holdings Corp. II \| shares	60,005,000
Common stock price per PIPE Shares (in usd per share) \| $ / shares	$ 10.00
Total PIPE shares investment	$ 600
Exchange ratio upon Business Combination with Social Capital Hedosophia Holdings Corp. II	1.618
Opendoor Technologies Inc. Common Stock \| Common Stock
Business Combination [Line Items]
Equity issuance costs	$ 44

BUSINESS COMBINATIONS - OSN Acquisition (Details) - OS National LLC - USD ($) $ in Millions		12 Months Ended
	Sep. 04, 2019	Dec. 31, 2021
Opendoor Labs Inc.
Acquisition of outstanding equity (in percent)	100.00%
Fair value of noncontrolling interest	$ 5
Cash consideration	34
Equity consideration – common stock	7
Total consideration transferred	41
Remaining Weighted Average Useful Life (Years)		5 years
Trademarks
Opendoor Labs Inc.
Acquired intangible assets	5
Customer relationships
Opendoor Labs Inc.
Acquired intangible assets	$ 7

BUSINESS COMBINATIONS - Other Acquisitions (Details) - USD ($) $ in Millions	Nov. 03, 2021	Sep. 03, 2021	Dec. 31, 2021	Dec. 31, 2020
Opendoor Labs Inc.
Goodwill			$ 60	$ 31
Services Labs, Inc.
Opendoor Labs Inc.
Acquisition of outstanding equity (in percent)		100.00%
Cash consideration		$ 22
RedDoor
Opendoor Labs Inc.
Total consideration transferred	$ 15
Cash consideration paid out after closing	$ 2
Length of time after closing when deferred payment is due	1 year
Goodwill	$ 13
RedDoor \| Technology-Based Intangible Assets
Opendoor Labs Inc.
Acquired intangible assets	$ 3
Remaining Weighted Average Useful Life (Years)	1 year
Pro.com
Opendoor Labs Inc.
Goodwill		16
Pro.com \| Technology-Based Intangible Assets
Opendoor Labs Inc.
Acquired intangible assets		$ 4
Remaining Weighted Average Useful Life (Years)		1 year

REAL ESTATE INVENTORY (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Work-in-process	$ 1,971	$ 183
Finished goods	4,125	283
Real estate inventory, net	$ 6,096	$ 466

CASH, CASH EQUIVALENTS, AND INVESTMENTS - Amortized Cost (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 1,731	$ 1,413	$ 405
Equity securities	46
Total cost basis	2,216	1,461
Unrealized Gains	0	0
Unrealized Losses	(1)	0
Fair Value	238
Total fair value	2,215	1,461
Equity Securities, FV-NI, Cash And Cash Equivalents	0
Debt securities, available-for-sale, cash and cash equivalents		1,413
Cash and Cash Equivalents	1,731
Equity Securities, FV-NI, Marketable Securities	46
Marketable Securities	484	48
Corporate debt securities
Cash and Cash Equivalents [Line Items]
Cost Basis	208	30
Unrealized Gains	0	0
Unrealized Losses	(1)	0
Fair Value	207	30
Debt securities, available-for-sale, cash and cash equivalents	0	4
Debt securities, available-for-sale, marketable securities	207	26
Mutual fund
Cash and Cash Equivalents [Line Items]
Mutual fund	200
Other Short-term Investments, Cash And Cash Equivalents	0
Other Short-term Investments, Marketable Securities	200
Commercial paper
Cash and Cash Equivalents [Line Items]
Cost Basis	15	81
Unrealized Gains	0	0
Unrealized Losses	0	0
Fair Value	15	81
Debt securities, available-for-sale, cash and cash equivalents	0	81
Debt securities, available-for-sale, marketable securities	15	0
Asset-backed securities
Cash and Cash Equivalents [Line Items]
Cost Basis	7	13
Unrealized Gains	0	0
Unrealized Losses	0	0
Fair Value	7	13
Debt securities, available-for-sale, cash and cash equivalents	0	0
Debt securities, available-for-sale, marketable securities	7	13
Certificates of deposit
Cash and Cash Equivalents [Line Items]
Cost Basis	5
Unrealized Gains	0
Unrealized Losses	0
Fair Value	5
Debt securities, available-for-sale, cash and cash equivalents	0
Debt securities, available-for-sale, marketable securities	5
Sovereign bonds
Cash and Cash Equivalents [Line Items]
Cost Basis	4
Unrealized Gains	0
Unrealized Losses	0
Fair Value	4
Debt securities, available-for-sale, cash and cash equivalents	0
Debt securities, available-for-sale, marketable securities	4
U.S. agency securities
Cash and Cash Equivalents [Line Items]
Cost Basis		7
Unrealized Gains		0
Unrealized Losses		0
Fair Value		7
Debt securities, available-for-sale, cash and cash equivalents		0
Debt securities, available-for-sale, marketable securities		7
U.S. Treasury securities
Cash and Cash Equivalents [Line Items]
Cost Basis		2
Unrealized Gains		0
Unrealized Losses		0
Fair Value		2
Debt securities, available-for-sale, cash and cash equivalents		0
Debt securities, available-for-sale, marketable securities		2
Cash
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	81	710
Money market funds
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	1,350	$ 618
Time deposit
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 300

CASH, CASH EQUIVALENTS, AND INVESTMENTS - Summary of Debt Securities (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Line Items]
Fair Value, Less than 12 Months	$ 497	$ 31
Unrealized Losses, Less than 12 Months	(1)	0
Fair Value, 12 Months or Greater	0	0
Unrealized Losses 12 Months or Greater	0	0
Fair Value, Total	497	31
Unrealized Losses, Total	(1)	0
Money market funds
Cash and Cash Equivalents [Line Items]
Fair Value, Less than 12 Months	259
Unrealized Losses, Less than 12 Months	0
Fair Value, 12 Months or Greater	0
Unrealized Losses 12 Months or Greater	0
Fair Value, Total	259
Unrealized Losses, Total	0
Corporate debt securities
Cash and Cash Equivalents [Line Items]
Fair Value, Less than 12 Months	207	7
Unrealized Losses, Less than 12 Months	(1)	0
Fair Value, 12 Months or Greater	0	0
Unrealized Losses 12 Months or Greater	0	0
Fair Value, Total	207	7
Unrealized Losses, Total	(1)	0
Commercial paper
Cash and Cash Equivalents [Line Items]
Fair Value, Less than 12 Months	15	19
Unrealized Losses, Less than 12 Months	0	0
Fair Value, 12 Months or Greater	0	0
Unrealized Losses 12 Months or Greater	0	0
Fair Value, Total	15	19
Unrealized Losses, Total	0	0
Asset-backed securities
Cash and Cash Equivalents [Line Items]
Fair Value, Less than 12 Months	7	5
Unrealized Losses, Less than 12 Months	0	0
Fair Value, 12 Months or Greater	0	0
Unrealized Losses 12 Months or Greater	0	0
Fair Value, Total	7	5
Unrealized Losses, Total	0	$ 0
Certificates of deposit
Cash and Cash Equivalents [Line Items]
Fair Value, Less than 12 Months	5
Unrealized Losses, Less than 12 Months	0
Fair Value, 12 Months or Greater	0
Unrealized Losses 12 Months or Greater	0
Fair Value, Total	5
Unrealized Losses, Total	0
Sovereign bonds
Cash and Cash Equivalents [Line Items]
Fair Value, Less than 12 Months	4
Unrealized Losses, Less than 12 Months	0
Fair Value, 12 Months or Greater	0
Unrealized Losses 12 Months or Greater	0
Fair Value, Total	4
Unrealized Losses, Total	$ 0

CASH, CASH EQUIVALENTS, AND INVESTMENTS - Contractual Maturities of Debt Securities (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Line Items]
Fair Value	$ 238
Within 1 Year	102
After 1 Year through 5 Years	136
Corporate debt securities
Cash and Cash Equivalents [Line Items]
Fair Value	207	$ 30
Within 1 Year	71
After 1 Year through 5 Years	136
Commercial paper
Cash and Cash Equivalents [Line Items]
Fair Value	15	81
Within 1 Year	15
After 1 Year through 5 Years	0
Asset-backed securities
Cash and Cash Equivalents [Line Items]
Fair Value	7	$ 13
Within 1 Year	7
After 1 Year through 5 Years	0
Certificates of deposit
Cash and Cash Equivalents [Line Items]
Fair Value	5
Within 1 Year	5
After 1 Year through 5 Years	0
Sovereign bonds
Cash and Cash Equivalents [Line Items]
Fair Value	4
Within 1 Year	4
After 1 Year through 5 Years	$ 0

CASH, CASH EQUIVALENTS, AND INVESTMENTS - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Purchase of non-marketable equity securities	$ 5,000,000	$ 0
Adjustments to carrying value of non-marketable equity securities	0
Recognized unrealized gain related to equity securities still held	$ 35,000,000

DERIVATIVE INSTRUMENTS - Notional Amounts and Fair Values of Derivatives (Details) - Interest rate lock commitments - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Derivatives, Fair Value [Line Items]
Notional Amount	$ 21	$ 15
Interest rate lock commitments	0	0
Fair Value Derivatives, Liability	$ 0	$ 0

DERIVATIVE INSTRUMENTS - Derivative Instruments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative and warrant fair value adjustment
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gain (loss)	$ 0	$ (23)	$ 0
Other income, net
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gain (loss)	$ 0	$ 0	$ (1)

VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
ASSETS
Cash and cash equivalents	$ 1,731	$ 1,413	$ 405
Restricted cash	847	93
Real estate inventory	6,096	466
TOTAL ASSETS	9,506	2,176
Liabilities [Abstract]
Total liabilities	7,258	623
Variable Interest Entity, Primary Beneficiary
ASSETS
Cash and cash equivalents	9	16
Restricted cash	838	81
Real estate inventory	6,046	461
Other	113	7
TOTAL ASSETS	7,006	565
Liabilities [Abstract]
Non-recourse asset-backed debt	6,102	475
Other	70	3
Total liabilities	$ 6,172	$ 478

CREDIT FACILITIES AND LONG-TERM DEBT - Summary of Credit Facilities and Long-Term Debt (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Line of Credit
Debt Instrument [Line Items]
Debt facility	$ 10,800
Net Carrying Amount	1,862	$ 135
Outstanding, Current	4,240	339
Line of Credit \| Senior Credit Facility
Debt Instrument [Line Items]
Debt facility	7,800
Outstanding Amount, Current	4,240	339
Outstanding Amount, Noncurrent	900	0
Issuance costs	(3)
Net Carrying Amount	897
Line of Credit \| Mezzanine Term Debt Facilities
Debt Instrument [Line Items]
Debt facility	3,000
Outstanding Amount, Current	0	0
Outstanding Amount, Noncurrent	1,000	140
Issuance costs	(35)	(5)
Net Carrying Amount	965	135
Secured Debt
Debt Instrument [Line Items]
Debt facility	100
Net Carrying Amount	0	0
Outstanding, Current	7	7
Secured Debt \| Repo Facility 2019-R1
Debt Instrument [Line Items]
Debt facility	100
Outstanding Amount, Current	7	7
Outstanding Amount, Noncurrent	$ 0	$ 0
Weighted average interest rate (in percent)	1.84%	1.94%
Revolving Facility 2018-2 \| Line of Credit \| Senior Credit Facility
Debt Instrument [Line Items]
Debt facility	$ 1,250
Outstanding Amount, Current	759	$ 0
Outstanding Amount, Noncurrent	$ 0	$ 0
Weighted average interest rate (in percent)	2.84%	4.36%
Revolving Facility 2018-3 \| Line of Credit \| Senior Credit Facility
Debt Instrument [Line Items]
Debt facility	$ 750
Outstanding Amount, Current	673	$ 25
Outstanding Amount, Noncurrent	$ 0	$ 0
Weighted average interest rate (in percent)	2.39%	4.19%
Revolving Facility 2019-1 \| Line of Credit \| Senior Credit Facility
Debt Instrument [Line Items]
Debt facility	$ 900
Outstanding Amount, Current	648	$ 33
Outstanding Amount, Noncurrent	$ 0	$ 0
Weighted average interest rate (in percent)	2.84%	3.58%
Revolving Facility 2019-2 \| Line of Credit \| Senior Credit Facility
Debt Instrument [Line Items]
Debt facility	$ 1,850
Outstanding Amount, Current	1,149	$ 230
Outstanding Amount, Noncurrent	$ 0	$ 0
Weighted average interest rate (in percent)	2.52%	3.08%
Revolving Facility 2019-3 \| Line of Credit \| Senior Credit Facility
Debt Instrument [Line Items]
Debt facility	$ 925
Outstanding Amount, Current	886	$ 51
Outstanding Amount, Noncurrent	$ 0	$ 0
Weighted average interest rate (in percent)	3.25%	3.60%
Term Debt Facility 2016-M1 \| Line of Credit \| Mezzanine Term Debt Facilities
Debt Instrument [Line Items]
Outstanding Amount, Current		$ 0
Outstanding Amount, Noncurrent		$ 40
Weighted average interest rate (in percent)		10.00%
Revolving Facility 2021-1 \| Line of Credit \| Senior Credit Facility
Debt Instrument [Line Items]
Debt facility	$ 125
Outstanding Amount, Current	125
Outstanding Amount, Noncurrent	$ 0
Weighted average interest rate (in percent)	2.15%
Term Debt Facility 2021-S1 \| Line of Credit \| Senior Credit Facility
Debt Instrument [Line Items]
Debt facility	$ 400
Outstanding Amount, Current	0
Outstanding Amount, Noncurrent	$ 400
Weighted average interest rate (in percent)	3.48%
Term Debt Facility 2021-S2 \| Line of Credit \| Senior Credit Facility
Debt Instrument [Line Items]
Debt facility	$ 600
Outstanding Amount, Current	0
Outstanding Amount, Noncurrent	$ 500
Weighted average interest rate (in percent)	3.20%
Term Debt Facility 2021-S3 \| Line of Credit \| Senior Credit Facility
Debt Instrument [Line Items]
Debt facility	$ 1,000
Outstanding Amount, Current	0
Outstanding Amount, Noncurrent	$ 0
Weighted average interest rate (in percent)	3.75%
End of Revolving / Withdrawal Period	5 years
Final Maturity Date	5 years 6 months
Revolving Facility 2018-1 \| Line of Credit \| Senior Credit Facility
Debt Instrument [Line Items]
Outstanding Amount, Current		$ 0
Outstanding Amount, Noncurrent		$ 0
Weighted average interest rate (in percent)		4.28%
Term Debt Facility 2020-M1 \| Line of Credit \| Mezzanine Term Debt Facilities
Debt Instrument [Line Items]
Debt facility	$ 3,000
Outstanding Amount, Current	0	$ 0
Outstanding Amount, Noncurrent	$ 1,000	$ 100
Weighted average interest rate (in percent)	10.00%	10.00%

CREDIT FACILITIES AND LONG-TERM DEBT - Non-Recourse Asset Backed Debt (Details) - Line of Credit $ in Millions	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Debt facility	$ 10,800
Senior Credit Facility
Debt Instrument [Line Items]
Debt facility	$ 7,800

CREDIT FACILITIES AND LONG-TERM DEBT - Asset-backed Senior Revolving Credit Facilities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Non-recourse asset-backed debt - current portion	$ 4,240	$ 339
Multiple Senior Revolving Credit Facilities \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Term	24 months
Multiple Senior Revolving Credit Facilities \| Senior Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Fully committed borrowing capacity	$ 3,900

- Definition

The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

CREDIT FACILITIES AND LONG-TERM DEBT - Asset-backed Senior Term Debt Facilities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Non-recourse asset-backed debt	$ 1,862	$ 136
Multiple Term Loan Facilities \| Senior Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Fully committed borrowing capacity	1,700
Non-recourse asset-backed debt	900
Issuance costs	$ 3
Withdrawal period	60 months

- Definition

The carrying value as of the balance sheet date of the noncurrent portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

CREDIT FACILITIES AND LONG-TERM DEBT - Asset-backed Mezzanine Term Debt Facilities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Non-recourse asset-backed debt - current portion	$ 4,240	$ 339
NON-RECOURSE ASSET-BACKED DEBT – Net of current portion	$ 1,862	$ 136
Mezzanine Term Debt Facilities \| Revolving Credit Facility
Debt Instrument [Line Items]
Withdrawal period	42 months
NON-RECOURSE ASSET-BACKED DEBT – Net of current portion	$ 1,000
Multiple Senior Revolving Credit Facilities \| Mezzanine Term Debt Facilities \| Revolving Credit Facility
Debt Instrument [Line Items]
Fully committed borrowing capacity	2,300
Issuance costs	$ 35

- Definition

+ References + Details

- Definition

+ References + Details

CREDIT FACILITIES AND LONG-TERM DEBT - Mortgage Financing (Details) - Repo Facility 2019-R1 - Secured Debt	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Borrowing capacity	$ 100,000,000
Amount fully committed	20,000,000
Amount of mortgage loans financed under the facility	$ 7,000,000

CREDIT FACILITIES AND LONG-TERM DEBT - Convertible Senior Notes (Details)	3 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Aug. 31, 2021 USD ($)
Senior Convertible Notes 2026 \| Convertible Debt
Debt Instrument [Line Items]
Borrowing capacity			$ 978,000,000
Amount of mortgage loans financed under the facility	$ 978,000,000	$ 978,000,000
Unamortized Debt Issuance Costs	(24,000,000)	(24,000,000)
Net Carrying Amount	$ 954,000,000	$ 954,000,000
Stated cash interest rate	0.25%	0.25%	0.25%
Effective interest rate	0.77%	0.77%
Conversion price (in dollars per share) \| $ / shares	$ 19.23	$ 19.23
Conversion rate		0.0519926
Interest expense		$ 3,000,000
Coupon interest		1,000,000
Amortization of debt issuance costs	$ 2,000,000
Repo Facility 2019-R1 \| Secured Debt
Debt Instrument [Line Items]
Borrowing capacity	100,000,000	100,000,000
Amount fully committed	20,000,000	20,000,000
Amount of mortgage loans financed under the facility	$ 7,000,000	$ 7,000,000

CREDIT FACILITIES AND LONG-TERM DEBT - Capped Calls (Details) $ / shares in Units, $ in Millions	1 Months Ended
	Aug. 31, 2021 USD ($) $ / shares
Debt Instrument [Line Items]
Capped calls cap price premium	100.00%
Call Option
Debt Instrument [Line Items]
Capped calls cost \| $	$ 119
Capped calls strike price (in dollars per share)	$ 19.23
Capped calls cap price (in dollars per share)	$ 29.59

FAIR VALUE DISCLOSURES - Fair Value Disclosure of Assets and Liabilities Not Measured at Fair Value (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Option, Quantitative Disclosures [Line Items]
Non-marketable equity securities	$ 46
Fair Value, Inputs, Level 1
Fair Value, Option, Quantitative Disclosures [Line Items]
Cash, restricted cash and cash equivalents	1,731	$ 1,413
Non-marketable equity securities	0
Non-recourse asset-backed debt and Credit facilities and other secured borrowings	0	0
Other secured borrowings	0	0
Convertible senior notes	0
Fair Value, Inputs, Level 1 \| Restricted Cash
Fair Value, Option, Quantitative Disclosures [Line Items]
Cash, restricted cash and cash equivalents	847	93
Fair Value, Inputs, Level 2
Fair Value, Option, Quantitative Disclosures [Line Items]
Cash, restricted cash and cash equivalents	0	0
Non-marketable equity securities	5
Non-recourse asset-backed debt and Credit facilities and other secured borrowings	6,140	479
Other secured borrowings	7	7
Convertible senior notes	1,019
Fair Value, Inputs, Level 2 \| Restricted Cash
Fair Value, Option, Quantitative Disclosures [Line Items]
Cash, restricted cash and cash equivalents	0	0
Reported Value Measurement
Fair Value, Option, Quantitative Disclosures [Line Items]
Cash, restricted cash and cash equivalents	1,731	1,413
Non-marketable equity securities	5
Non-recourse asset-backed debt and Credit facilities and other secured borrowings	6,102	475
Other secured borrowings	7	7
Convertible senior notes	954
Reported Value Measurement \| Restricted Cash
Fair Value, Option, Quantitative Disclosures [Line Items]
Cash, restricted cash and cash equivalents	847	93
Estimate of Fair Value Measurement
Fair Value, Option, Quantitative Disclosures [Line Items]
Cash, restricted cash and cash equivalents	1,731	1,413
Non-marketable equity securities	5
Non-recourse asset-backed debt and Credit facilities and other secured borrowings	6,140	479
Other secured borrowings	7	7
Convertible senior notes	1,019
Estimate of Fair Value Measurement \| Restricted Cash
Fair Value, Option, Quantitative Disclosures [Line Items]
Cash, restricted cash and cash equivalents	$ 847	$ 93

FAIR VALUE DISCLOSURES - Unobservable Input Reconciliation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Interest rate lock commitments
Servicing Liability at Fair Value, Amount [Roll Forward]
Beginning balance	$ 0	$ 0	$ 0
Issuances			0
Settlement of 2019 Convertible Notes	(5)	0
Exercise of warrants		0	0
Net change in fair value		0	0
Additions	5
Ending balance	0	0	0
Warrants
Servicing Liability at Fair Value, Amount [Roll Forward]
Beginning balance	0	5	18
Issuances			1
Settlement of 2019 Convertible Notes	0	0
Exercise of warrants		(7)	(7)
Net change in fair value		2	(7)
Additions	0
Ending balance	0	0	5
Embedded Conversion Option
Servicing Liability at Fair Value, Amount [Roll Forward]
Beginning balance	0	42	0
Issuances			42
Settlement of 2019 Convertible Notes	0	(65)
Exercise of warrants		0	0
Net change in fair value		23	0
Additions	0
Ending balance	$ 0	$ 0	$ 42

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Millions	12 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 102	$ 63
Accumulated depreciation and amortization	(57)	(34)
Property and equipment – net	45	29
Depreciation and amortization expense	27	22	$ 15
Internally developed software
Property, Plant and Equipment [Line Items]
Property, plant and equipment	71	48
Computers
Property, Plant and Equipment [Line Items]
Property, plant and equipment	11	5
Security systems
Property, Plant and Equipment [Line Items]
Property, plant and equipment	10	1
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment	3	3
Software implementation costs
Property, Plant and Equipment [Line Items]
Property, plant and equipment	3	2
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment	2	2
Office equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 2	$ 2

LEASES - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lessor, Lease, Description [Line Items]
Term of contract	11 years
Reduction in right of use assets		$ 28
Amortization of right of use asset	$ 8	24	$ 12
Gain on settlement of lease liabilities	$ 5	0	$ 0
San Francisco Office
Lessor, Lease, Description [Line Items]
Reduction in right of use assets		28
Amortization of right of use asset		$ 13
Remaining lease term		1 year
Early termination fees		$ 5

LEASES - Lease Cost (Details) - USD ($) $ in Millions	12 Months Ended
LEASES - Lease Cost (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease cost	$ 12	$ 34	$ 12
Variable lease cost	1	0	1
Short-term lease cost	0	1	2
Sublease income	(1)	0	(1)
Lease, Cost	12	35	14
Cash paid for amounts included in the measurement of operating lease liabilities	(10)	(13)	(11)
Right-of-use assets obtained in exchange for new or acquired lease liabilities	$ 0	$ 40	$ 58

LEASES - Supplemental Balance Sheet Information (Details)	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Weighted average remaining lease term for operating leases (in years)	7 years 7 months 6 days	6 years 6 months
Weighted average discount rate for operating leases	9.80%	9.10%

LEASES - Maturity of Operating Lease Liabilities (Details) $ in Millions	Dec. 31, 2021 USD ($)
Leases [Abstract]
2022	$ 8
2023	8
2024	9
2025	8
2026	7
Thereafter	27
Total undiscounted future cash flows	67
Less: Imputed interest	21
Total lease liabilities	$ 46

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill acquisition cost	$ 29,000,000	$ 0
Goodwill, impairment loss	0	0	$ 0
Amortization expense of intangible assets	$ 4,000,000	$ 4,000,000	$ 3,000,000

GOODWILL AND INTANGIBLE ASSETS - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 19	$ 16
Accumulated Amortization	(7)	(7)
Total	12	9
Customer relationships
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	7	8
Accumulated Amortization	(3)	(3)
Total	$ 4	$ 5
Remaining Weighted Average Useful Life (Years)	2 years 8 months 12 days	3 years 8 months 12 days
Trademarks
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 5	$ 5
Accumulated Amortization	(2)	(1)
Total	$ 3	$ 4
Remaining Weighted Average Useful Life (Years)	2 years 8 months 12 days	3 years 8 months 12 days
Developed technology
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 7	$ 3
Accumulated Amortization	(2)	(3)
Total	$ 5	$ 0
Remaining Weighted Average Useful Life (Years)	8 months 12 days	0 years

GOODWILL AND INTANGIBLE ASSETS - Expected Amortization of Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 8
2023	2
2024	2
Total	$ 12	$ 9

ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued expenses due to vendors	$ 66	$ 11
Accrued property and franchise taxes	24	1
Legal contingency accrual	18	4
Accrued payroll and other employee related expenses	17	6
Accounts payable due to vendors	3	3
Other	9	0
Total accounts payable and other accrued liabilities	$ 137	$ 25

SHAREHOLDERS’ EQUITY (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Feb. 11, 2021	Feb. 09, 2021	Dec. 31, 2020	Dec. 31, 2021	Jul. 09, 2021	Dec. 21, 2020
Class of Stock [Line Items]
Common stock authorized (in shares)			3,000,000,000	3,000,000,000		3,000,000,000
Common stock, par value (in dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock outstanding (in dollars per share)			540,714,692	616,026,565
Conversion of common and preferred stock (in shares)			195,000,000
Retroactive Conversion of shares due to Business Combination (in shares)			1
Preferred stock, authorized to issue (in shares)				100,000,000
Preferred stock par value (in dollars per share)				$ 0.0001
Preferred stock, shares issued (in shares)				0
Preferred stock, shares outstanding (in shares)				0
Public Offering And Over-Allotment Option
Class of Stock [Line Items]
Shares sold (in shares)		32,817,421
Common stock price per PIPE Shares (in usd per share)		$ 27.00
Net proceeds from offering		$ 859
Over-Allotment Option
Class of Stock [Line Items]
Shares sold (in shares)	4,280,533

SHARE-BASED AWARDS - 2014 Stock Plan (Details)	Feb. 06, 2020 shares
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	106,320,623

SHARE-BASED AWARDS - 2020 Equity Incentive Plans (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 18, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in dollars per share)	$ 10.18	$ 0	$ 1.50
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)	43,508,048
Total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year	5.00%
Employee Stock Purchase Plan \| Employee shares of common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)				5,438,506
Total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year	1.00%
Number of shares authorized (in shares)				54,385,060
Shares issued in period (in shares)	0

SHARE-BASED AWARDS - Stock Options and RSUs (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercised, aggregate intrinsic value	$ 144	$ 46	$ 10
Options granted (in dollars per share)	$ 10.18	$ 0	$ 1.50
Granted (in shares)	150
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period	10 years
Vesting period	4 years
Incentive Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period	5 years
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years

SHARE-BASED AWARDS - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Number of Options
Beginning balance (in shares)	24,158
Granted (in shares)	150
Exercised (in shares)	(8,919)
Forfeited (in shares)	(840)
Expired (in shares)	(3)
Ending balance (in shares)	14,546	24,158
Exercisable (in shares)	12,793
Weighted-Average Exercise Price
Beginning balance (in dollars per share)	$ 1.91
Granted (in dollars per share)	15.00
Exercised (in dollars per share)	1.65
Forfeited (in dollars per share)	3.77
Expired (in dollars per share)	2.98
Ending balance (in dollars per share)	2.12	$ 1.91
Exercisable (in dollars per share)	$ 1.79
Weighted-Average Remaining Contractual Term (in years) and Aggregate Intrinsic Value
Weighted-average remaining contractual term (in years), outstanding	4 years 8 months 12 days	5 years 4 months 24 days
Weighted-average remaining contractual term (in years), exercisable	4 years 3 months 18 days
Aggregate intrinsic values	$ 182,000	$ 503,000
Exercisable, aggregate intrinsic value	$ 164,000

SHARE-BASED AWARDS - RSU and Restricted Share Activity (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of RSUs
Vested (in shares)		0	0
RSUs
Number of RSUs
Beginning balance (in shares)	46,525,000
Granted (in shares)	33,960,000
Vested (in shares)	(24,005,000)
Forfeited (in shares)	(3,034,000)
Ending balance (in shares)	53,446,000	46,525,000
Weighted- Average Grant-Date Fair Value
Beginning balance	$ 10.88
Granted (in dollars per share)	20.24
Vested (in dollars per share)	10.85
Forfeited (in dollars per share)	9.53
Ending balance	$ 17.35	$ 10.88
Vested options, fair value	$ 599
Restricted Shares
Number of RSUs
Beginning balance (in shares)	2,148,000
Granted (in shares)	0
Vested (in shares)	(1,318,000)
Forfeited (in shares)	(138,000)
Ending balance (in shares)	692,000	2,148,000
Weighted- Average Grant-Date Fair Value
Beginning balance	$ 3.74
Granted (in dollars per share)	0
Vested (in dollars per share)	3.72
Forfeited (in dollars per share)	3.02
Ending balance	$ 3.91	$ 3.74
Vested options, fair value	$ 21	$ 9	$ 2

SHARE-BASED AWARDS - Restricted Shares (Details) - Restricted Shares	12 Months Ended
	Dec. 31, 2021
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years

SHARE-BASED AWARDS - Expense and Capitalized (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 536	$ 38	$ 13
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	463	33	6
Sales, marketing and operations
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	13	1	2
Technology and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 60	$ 4	$ 5

SHARE-BASED AWARDS - Stock-Based Compensation Expense (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) marketConditionAward shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 536	$ 38	$ 13
Options that have fully satisfied the time-based vesting condition (in shares) \| shares		0	0
Market Condition Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards with market conditions satisfied \| marketConditionAward	2
Accelerated recognition of stock-based compensation expense	$ 2
Market Condition Award \| Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value for awards	22
Stock-based compensation expense	$ 290	$ 20
Market Condition Award \| Executive Officer \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period	6 months
Market Condition Award \| Executive Officer \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period	3 years
Unvested Stock Options and Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized stock-based compensation	$ 628
Unamortized stock-based compensation period (in years)	2 years 10 months 24 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options that have fully satisfied the time-based vesting condition (in shares) \| shares	24,005,000

SHARE-BASED AWARDS - Valuation of Options (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value	$ 15.00
Volatility	73.00%
Risk-free rate	1.09%
Expected life (in years)	7 years
Expected dividend	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value		$ 4.22
Volatility		32.00%
Risk-free rate		1.63%
Expected life (in years)		5 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value		$ 4.29
Volatility		45.00%
Risk-free rate		2.34%
Expected life (in years)		7 years

WARRANTS - Public and Sponsor Warrants (Details) - USD ($) $ / shares in Units, $ in Millions				12 Months Ended
	Jul. 09, 2021	Dec. 31, 2020	Apr. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 21, 2020
Class of Warrant or Right [Line Items]
Warrants to purchase share of Class A common stock			1
Exercise price of warrants (in dollars per share)				$ 11.50
Warrant term			5 years
Length of trading period used to determine reference value				30 days
Exercise price of warrants (in dollars per share)				$ 0.01
Reference value (in dollars per share)				$ 18.00
Warrants to purchase shares (in shares)				19,933,333
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001
Proceeds from warrant exercise	$ 22			$ 22	$ 0	$ 0
Warrant fair value adjustment				$ (12)	$ (31)	$ (6)
Sponsor Warrants
Class of Warrant or Right [Line Items]
Warrant fair value adjustment		$ (34)
Sponsor Warrants
Class of Warrant or Right [Line Items]
Warrants to purchase shares (in shares)			6,133,333
Warrants to purchase share of Class A common stock			1
Exercise price of warrants (in dollars per share)			$ 11.50
Warrant exercise period following completion of business combination			30 days
Warrant exercise period following close of initial public offering			12 months
Reference value (in dollars per share)				$ 18.00
Public Warrants
Class of Warrant or Right [Line Items]
Warrants to purchase shares (in shares)	13,799,947		13,800,000
Warrants to purchase share of Class A common stock			1
Exercise price of warrants (in dollars per share)	$ 11.50		$ 11.50
Class of warrant or right period of redemption of outstanding warrants with prior written notice of redemption				30 days
Number of trading days within trading period				20 days
Exercise price of warrants (in dollars per share)				$ 0.10
Warrants exercised (in shares)	874,739
Warrants exercised on a cashless basis (in shares)	12,521,776
Common stock received in exchange for warrants (in shares)	4,452,659
Public Warrants \| Minimum
Class of Warrant or Right [Line Items]
Reference value (in dollars per share)				10.00
Public Warrants \| Maximum
Class of Warrant or Right [Line Items]
Reference value (in dollars per share)				$ 18.00
Private Warrants
Class of Warrant or Right [Line Items]
Warrants to purchase shares (in shares)	6,133,333
Exercise price of warrants (in dollars per share)	$ 11.50
Warrants exercised (in shares)	1,073,333
Warrants exercised on a cashless basis (in shares)	5,060,000
Common stock received in exchange for warrants (in shares)	1,799,336

WARRANTS - Warrants to Purchase Series D Preferred Stock (Details) - USD ($)				12 Months Ended
	Jul. 09, 2021	Nov. 12, 2020	Nov. 07, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Jun. 12, 2018
Class of Warrant or Right [Line Items]
Warrants to purchase shares (in shares)				19,933,333
Exercise price of warrants (in dollars per share)				$ 11.50
Proceeds from warrant exercise	$ 22,000,000			$ 22,000,000	$ 0	$ 0
Series D, Penny warrants
Class of Warrant or Right [Line Items]
Warrants to purchase shares (in shares)									485,262
Exercise price of warrants (in dollars per share)									$ 0.006
Shares exercised and issued (in shares)		485,262
Proceeds from warrant exercise		$ 3,000
Warrants to purchase shares (in shares)				0
Series E Warrants
Class of Warrant or Right [Line Items]
Warrants to purchase shares (in shares)							242,713	121,356
Exercise price of warrants (in dollars per share)							$ 5.92	$ 5.92
Shares exercised and issued (in shares)			364,069
Proceeds from warrant exercise			$ 2,000,000
Warrants to purchase shares (in shares)				0

WARRANTS - Commitment to Issue Warrants (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Jul. 09, 2021	Nov. 07, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 30, 2020	Jun. 30, 2019
Class of Warrant or Right [Line Items]
Warrants to purchase shares (in shares)			19,933,333
Exercise price of warrants (in dollars per share)			$ 11.50
Proceeds from warrant exercise	$ 22		$ 22	$ 0	$ 0
Increase to the warrant fair value adjustments			$ (12)	(31)	(6)
Series E Warrants
Class of Warrant or Right [Line Items]
Warrants to purchase shares (in shares)						242,713	121,356
Exercise price of warrants (in dollars per share)						$ 5.92	$ 5.92
Shares exercised and issued (in shares)		364,069
Proceeds from warrant exercise		$ 2
Warrants to purchase shares (in shares)			0
Penny Warrants, Warrant Commitment, and Series E Warrants
Class of Warrant or Right [Line Items]
Increase to the warrant fair value adjustments			$ 0	$ 3	$ 6

INCOME TAXES - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Contingency [Line Items]
Income before income taxes	$ (661)	$ (253)	$ (339)
Deferred federal income tax expense	0	0	0
Deferred state income tax expense	0	0	0
State income tax expense	1	0	0
Income Tax Provision	1	0	$ 0
Valuation allowance	376	235
Increase to deferred tax assets valuation allowance	141	$ 60
Federal operating loss carry forwards	1,200
State operating loss carry forwards	854
Impact on effective tax rate	14
Domestic Tax Authority
Income Tax Contingency [Line Items]
Federal net operating loss generated	1,100
Federal research tax credit carryforwards	30
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Federal net operating loss generated	238
Federal research tax credit carryforwards	$ 21

INCOME TAXES - Provision for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current income tax expense:
Federal	$ 0	$ 0	$ 0
State	1	0	0
Total current income tax expense	1	0	0
Income Tax Provision	$ 1	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

INCOME TAXES - Effective Tax Rate (Details)	12 Months Ended
INCOME TAXES - Effective Tax Rate (Details)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
U. S. Federal tax benefit at statutory rate	21.00%	21.00%	21.00%
State income taxes, net of federal benefit	3.40%	3.50%	3.20%
Non-deductible expenses and other	(0.40%)	0.40%	(0.10%)
Non-deductible warrant expenses	0.40%	3.00%	0.40%
Loss on convertible note exchange	0.00%	(2.40%)	0.00%
Share-based compensation	7.00%	0.40%	(0.40%)
Deduction limitation on executive compensation	(14.10%)	(2.10%)	0.00%
Change in valuation allowance, net	(19.50%)	(23.90%)	(25.20%)
Research and development credits	2.00%	0.10%	1.00%
Effective tax rate	(0.20%)	0.00%	(0.10%)

INCOME TAXES - Deferred Taxes (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Accrued and reserves	$ 21	$ 4
Inventory	34	11
Tax credits	33	13
Lease Liabilities	11	16
Net operating loss	293	206
Total gross deferred tax assets	392	250
Depreciation and amortization	(5)	(3)
Goodwill	(1)	0
Right-of-use assets	(10)	(12)
Valuation allowance	(376)	(235)
Net deferred tax assets	$ 0	$ 0

INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Unrecognized tax benefits as of the beginning of the year	$ 6	$ 5	$ 2
Decrease related to prior year tax provisions	0	(1)	0
Increase related to current year tax provisions	9	2	3
Unrecognized tax benefits as of the end of the year	$ 15	$ 6	$ 5

RELATED PARTIES (Details) - Executive Officer - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Jun. 29, 2021	Dec. 31, 2018
Related Party Transaction [Line Items]
Unvested common stock purchased (in shares)		1,479,459
Share price (in dollars per share)		$ 1.01
Consideration for purchase of unvested common stock		$ 1.5
Interest rate (in percent)		2.31%
Amount repaid under promissory note	$ 1.6

NET LOSS PER SHARE - Narrative (Details) - USD ($)	12 Months Ended
NET LOSS PER SHARE - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Dividends declared	$ 0	$ 0	$ 0
Preferred dividends declared			$ 0

NET LOSS PER SHARE - Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net loss	$ (662)	$ (253)	$ (339)
Minus: Net income attributable to noncontrolling interests	0	0	2
Net loss attributable to common shareholders – basic	$ (662)	$ (253)	$ (341)
Weighted average shares outstanding, basic (in shares)	592,574,000	109,301,000	79,977,000
Weighted average shares outstanding, diluted (in shares)	592,574,000	109,301,000	79,977,000
Net loss per share, basic (in dollars per share)	$ (1.12)	$ (2.31)	$ (4.26)
Minus: Gain on liability-classified warrants	$ 0	$ 0	$ 8
Net loss attributable to common shareholders – diluted	$ (662)	$ (253)	$ (349)
Net loss per share, diluted (in dollars per share)	$ (1.12)	$ (2.31)	$ (4.37)

NET LOSS PER SHARE - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of diluted shares outstanding	68,688	92,821	381,643
Warrants \| Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of diluted shares outstanding	0	19,933	3,370
Warrants \| Series D Preferred Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of diluted shares outstanding	0	0	485
Warrants \| Series E Preferred Stock Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of diluted shares outstanding	0	0	121
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of diluted shares outstanding	53,446	46,525	22,758
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of diluted shares outstanding	14,546	24,158	36,609
Unvested Shares from Early Exercise
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of diluted shares outstanding	4	57	187
Restricted Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of diluted shares outstanding	692	2,148	3,689
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of diluted shares outstanding	0	0	314,424

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Dec. 31, 2021 USD ($) home	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Amount of homes purchased under contract \| home	5,411
Aggregate purchase price for homes	$ 1,900
Gain on settlement of lease liabilities	$ 5	$ 0	$ 0

RESTRUCTURING (Details) - 2020 Restructuring Activities $ in Millions		12 Months Ended
	Apr. 15, 2020 home	Dec. 31, 2020 USD ($)
Restructuring Cost and Reserve [Line Items]
Reduction in workforce, number of employees \| home	600
Cost of revenue
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 2
Sales, marketing and operations
Restructuring Cost and Reserve [Line Items]
Restructuring charges		5
Technology and development
Restructuring Cost and Reserve [Line Items]
Restructuring charges		2
General and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges		21
Employee Severance
Restructuring Cost and Reserve [Line Items]
Restructuring charges		11
Contract Termination
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 18

FAIR VALUE DISCLOSURES - Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Assets, Fair Value Disclosure [Abstract]
Mortgage loans held for sale pledged under agreements to repurchase	$ 7	$ 8
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding	0	47
Fair Value, Recurring
Assets, Fair Value Disclosure [Abstract]
Mortgage loans held for sale pledged under agreements to repurchase	7	8
Mortgage loans held for sale	4
Total assets	495	56
Liabilities, Fair Value Disclosure [Abstract]
Total liabilities		47
Fair Value, Recurring \| Fair Value, Inputs, Level 1
Assets, Fair Value Disclosure [Abstract]
Mortgage loans held for sale pledged under agreements to repurchase	0	0
Mortgage loans held for sale	0
Total assets	246	0
Liabilities, Fair Value Disclosure [Abstract]
Total liabilities		0
Fair Value, Recurring \| Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Mortgage loans held for sale pledged under agreements to repurchase	7	8
Mortgage loans held for sale	4
Total assets	249	56
Liabilities, Fair Value Disclosure [Abstract]
Total liabilities		47
Fair Value, Recurring \| Fair Value, Inputs, Level 3
Assets, Fair Value Disclosure [Abstract]
Mortgage loans held for sale pledged under agreements to repurchase	0	0
Mortgage loans held for sale	0
Total assets	0	0
Liabilities, Fair Value Disclosure [Abstract]
Total liabilities		0
Fair Value, Recurring \| Corporate debt securities
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	207	26
Fair Value, Recurring \| Corporate debt securities \| Fair Value, Inputs, Level 1
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0	0
Fair Value, Recurring \| Corporate debt securities \| Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	207	26
Fair Value, Recurring \| Corporate debt securities \| Fair Value, Inputs, Level 3
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0	0
Fair Value, Recurring \| Mutual fund
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	200
Fair Value, Recurring \| Mutual fund \| Fair Value, Inputs, Level 1
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	200
Fair Value, Recurring \| Mutual fund \| Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0
Fair Value, Recurring \| Mutual fund \| Fair Value, Inputs, Level 3
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0
Fair Value, Recurring \| Equity securities
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	46
Fair Value, Recurring \| Equity securities \| Fair Value, Inputs, Level 1
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	46
Fair Value, Recurring \| Equity securities \| Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0
Fair Value, Recurring \| Equity securities \| Fair Value, Inputs, Level 3
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0
Fair Value, Recurring \| Commercial paper
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	15
Fair Value, Recurring \| Commercial paper \| Fair Value, Inputs, Level 1
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0
Fair Value, Recurring \| Commercial paper \| Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	15
Fair Value, Recurring \| Commercial paper \| Fair Value, Inputs, Level 3
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0
Fair Value, Recurring \| Asset-backed securities
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	7	13
Fair Value, Recurring \| Asset-backed securities \| Fair Value, Inputs, Level 1
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0	0
Fair Value, Recurring \| Asset-backed securities \| Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	7	13
Fair Value, Recurring \| Asset-backed securities \| Fair Value, Inputs, Level 3
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0	0
Fair Value, Recurring \| Certificates of deposit
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	5
Fair Value, Recurring \| Certificates of deposit \| Fair Value, Inputs, Level 1
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0
Fair Value, Recurring \| Certificates of deposit \| Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	5
Fair Value, Recurring \| Certificates of deposit \| Fair Value, Inputs, Level 3
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0
Fair Value, Recurring \| Sovereign bonds
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	4
Fair Value, Recurring \| Sovereign bonds \| Fair Value, Inputs, Level 1
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	0
Fair Value, Recurring \| Sovereign bonds \| Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	4
Fair Value, Recurring \| Sovereign bonds \| Fair Value, Inputs, Level 3
Assets, Fair Value Disclosure [Abstract]
Marketable securities:	$ 0
Fair Value, Recurring \| U.S. agency securities
Assets, Fair Value Disclosure [Abstract]
Marketable securities:		7
Fair Value, Recurring \| U.S. agency securities \| Fair Value, Inputs, Level 1
Assets, Fair Value Disclosure [Abstract]
Marketable securities:		0
Fair Value, Recurring \| U.S. agency securities \| Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Marketable securities:		7
Fair Value, Recurring \| U.S. agency securities \| Fair Value, Inputs, Level 3
Assets, Fair Value Disclosure [Abstract]
Marketable securities:		0
Fair Value, Recurring \| U.S. Treasury securities
Assets, Fair Value Disclosure [Abstract]
Marketable securities:		2
Fair Value, Recurring \| U.S. Treasury securities \| Fair Value, Inputs, Level 1
Assets, Fair Value Disclosure [Abstract]
Marketable securities:		0
Fair Value, Recurring \| U.S. Treasury securities \| Fair Value, Inputs, Level 2
Assets, Fair Value Disclosure [Abstract]
Marketable securities:		2
Fair Value, Recurring \| U.S. Treasury securities \| Fair Value, Inputs, Level 3
Assets, Fair Value Disclosure [Abstract]
Marketable securities:		0
Fair Value, Recurring \| Sponsor Warrants
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding		47
Fair Value, Recurring \| Sponsor Warrants \| Fair Value, Inputs, Level 1
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding		0
Fair Value, Recurring \| Sponsor Warrants \| Fair Value, Inputs, Level 2
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding		47
Fair Value, Recurring \| Sponsor Warrants \| Fair Value, Inputs, Level 3
Liabilities, Fair Value Disclosure [Abstract]
Warrants outstanding		$ 0