~~Index~~UNITED toSTATES ~~Financial Statements~~

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE~~20549 ~~COMMISSION~~

~~Washington,~~FORM ~~D.C. 20549~~ 10-K

~~FORM~~x ~~10-K~~ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

xFor ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~December 31, 132014 ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934~~

~~For~~or ~~the fiscal year ended December 31, 2013~~

or¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨Commission ~~TRANSITION~~File ~~REPORT~~Number: ~~PURSUANT~~001-35650 ~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Commission~~Trulia, ~~File Number: 001-35650~~ Inc.

~~Trulia,~~(Exact ~~Inc.~~ name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware

20-2958261

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Delaware		20-2958261
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

535 Mission Street, Suite 700

~~116~~San ~~New Montgomery Street~~Francisco, ~~Suite~~California ~~300~~94105

~~San~~(Address ~~Francisco,~~of ~~California~~principal ~~94105~~executive offices) (Zip Code)

~~(Address of principal executive offices) (Zip Code)~~ 415.648.4358

~~415.648.4358~~ (Registrant’s telephone number, including area code)

~~(Registrant’s~~Securities registered ~~telephone~~pursuant ~~number,~~to ~~including~~Section 12(b) ~~area~~of ~~code)~~the Act:

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


Common Stock, par value $0.00001 per share		The New York Stock Exchange
(Title of each class)		(Name of each exchange on which registered)

Common Stock, par value $0.00001 per share		The New York Stock Exchange
(Title of each class)		(Name of each exchange on which registered)

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

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

~~None~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes x No ¨

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant to inSection 13 ~~Rule~~or ~~405~~15(d) of the ~~Securities~~ Act: Yes x¨ No ¨x

Indicate by check mark ifwhether the registrant is(1) has ~~not~~filed all reports required to ~~file~~be ~~reports~~filed ~~pursuant to~~by Section 13 or 15(d) of the Securities Exchange Act: of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨x No x¨

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section 13~~posted orpursuant ~~15(d)~~to Rule 405 of ~~the Securities~~Regulation ~~Exchange~~S-T ~~Act~~(§232.405 of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2) has~~post ~~been subject to~~ such ~~filing requirements for the past 90~~ ~~days~~files). Yes x No ¨

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~has~~delinquent ~~submitted~~filers ~~electronically~~pursuant ~~and~~to ~~posted~~Item 405 onof ~~its~~Regulation ~~corporate~~S-K ~~Web~~is ~~site,~~not ifcontained ~~any~~herein, ~~every~~and ~~Interactive~~will ~~Data~~not ~~File required to~~ be ~~submitted~~contained, ~~and posted pursuant~~ to ~~Rule~~the ~~405~~best of ~~Regulation~~registrant’s ~~S-T~~knowledge, ~~(§232.405~~in ofdefinitive ~~this~~proxy ~~chapter)~~or ~~during~~information ~~the~~statements ~~preceding~~incorporated 12by ~~months~~reference ~~(or~~in ~~for~~Part ~~such~~III ~~shorter~~of ~~period~~this ~~that~~Form ~~the~~10-K ~~registrant~~or ~~was~~any ~~required~~amendment to ~~submit~~this ~~and~~Form ~~post such files)~~10-K. ~~Yes x No~~ ¨

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~is ~~filers~~a ~~pursuant~~large toaccelerated ~~Item 405~~filer, ofan accelerated ~~Regulation~~filer, Sa non-Kaccelerated ~~is not contained herein~~filer, ~~and~~or ~~will not~~a besmaller ~~contained,~~reporting tocompany. See the ~~best~~definitions of ~~registrant’s~~“large ~~knowledge~~accelerated filer,” in“accelerated ~~definitive~~filer” ~~proxy~~and or“smaller ~~information~~reporting ~~statements~~company” ~~incorporated by reference~~ in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~Act. x

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~x ~~whether~~Accelerated ~~the~~filer ~~registrant~~¨ ~~is a large~~ Non-accelerated filer, ~~an accelerated~~¨ ~~filer,~~(Do anot ~~non-accelerated~~check ~~filer,~~if or a smaller reporting company.) ~~See~~Smaller ~~the definitions of “large accelerated filer,” “accelerated filer” and “smaller~~ reporting company” ~~in Rule 12b-2 of the Exchange Act.~~ ¨

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~whether ~~filer~~the xregistrant ~~Non-accelerated~~is ~~filer~~a ¨shell company (Doas ~~not~~defined ~~check~~in ifRule a12b-2 ~~smaller~~of ~~reporting~~the Exchange ~~company~~Act) ~~Smaller reporting company~~ . Yes ¨ No x

~~Indicate~~The byaggregate ~~check~~market ~~mark~~value ~~whether~~of voting stock held by non-affiliates of the registrant iswas a$727,949,559, ~~shell~~as ~~company~~of the end of the registrant’s second fiscal quarter (asbased ~~defined~~on inthe ~~Rule~~closing ~~12b-2~~sales ofprice for the common stock on the New York Stock Exchange ~~Act~~ on June 30, 2014). ~~Yes ¨ No x~~ Shares of common stock held by each executive officer, director, and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

~~The~~As ~~aggregate market value~~ of ~~voting~~February 13, ~~stock~~2015, ~~held by non-affiliates of the registrant was $650~~38,~~347~~519,~~273,~~391 shares as of the ~~end of the~~ registrant’s ~~second fiscal quarter (based on the closing sales price for the~~ common stock ~~on the New York Stock Exchange on June 28~~, ~~2013)~~$0.00001 ~~Shares~~par ~~of common stock held by each executive officer~~value, ~~director,~~were ~~and holder of 5% or more of the~~ outstanding ~~common stock have been excluded in that such persons may be deemed to be affiliates~~. ~~This determination of affiliate status is not necessarily a conclusive determination for other purposes.~~

As of February 20, 2014, 36,823,070 shares of the registrant’s common stock, $0.00001 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for its 2014 Annual Meeting of stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2013.

~~Index~~Trulia toInc. ~~Financial Statements~~

~~Trulia~~Annual ~~Inc.~~Report on Form 10-K

~~Annual~~For ~~Report~~the onFiscal ~~Form~~Year ~~10-K~~Ended December 31, 2014

~~For~~TABLE ~~the~~OF ~~Fiscal~~CONTENTS ~~Year Ended December 31, 2013~~

TABLE OF CONTENTS


		Page
	PART I
Item 1.	Business		3
Item 1A.	Risk Factors		18
Item 1B.	Unresolved Staff Comments		34
Item 2.	Properties		34
Item 3.	Legal Proceedings		34
Item 4.	Mine Safety Disclosures		35
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		36
Item 6.	Selected Financial Data		40
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		43
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		70
Item 8.	Financial Statements and Supplementary Data		71
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		109
Item 9A.	Controls and Procedures		109
Item 9B.	Other Information		112
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance		113
Item 11.	Executive Compensation		123
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		139
Item 13.	Certain Relationships and Related Transactions and Director Independence		141
Item 14.	Principal Accountant Fees and Services		145
	PART IV
Item 15.	Exhibits, Financial Statement Schedules		145

		Page
	PART I
Item 1.	Business		3
Item 1A.	Risk Factors		19
Item 1B.	Unresolved Staff Comments		42
Item 2.	Properties		42
Item 3.	Legal Proceedings		42
Item 4.	Mine Safety Disclosures		43
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		44
Item 6.	Selected Financial Data		47
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		50
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		74
Item 8.	Financial Statements and Supplementary Data		75
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		111
Item 9A.	Controls and Procedures		111
Item 9B.	Other Information		112
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance		113
Item 11.	Executive Compensation		113
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		113
Item 13.	Certain Relationships and Related Transactions and Director Independence		113
Item 14.	Principal Accountant Fees and Services		113
	PART IV
Item 15.	Exhibits, Financial Statement Schedules		114

~~Index~~As used in this Annual Report on Form 10-K, the terms “the Company,” “we,” “us” and “our” refer to ~~Financial~~Trulia, ~~Statements~~Inc., unless the context indicates otherwise.

AsSPECIAL NOTE ~~used~~REGARDING ~~in this Annual Report on Form 10~~FORWARD-K,LOOKING ~~the~~STATEMENTS ~~terms “the Company,” “we,” “us” and “our” refer to Trulia, Inc., unless the context indicates otherwise.~~

~~SPECIAL~~This Annual Report on Form 10-K contains forward-looking statements within the ~~NOTE~~meaning ~~REGARDING~~of ~~FORWARD~~the federal securities laws, which statements involve substantial risks and uncertainties. Forward-~~LOOKING~~looking ~~STATEMENTS~~statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited to, statements about:

~~This~~• Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial ~~or operating~~ performance~~. In some cases~~, ~~you~~including ~~can~~our ~~identify forward-looking statements because they contain words such as “may~~revenue,” ~~“will,”~~cost ~~“should,”~~of ~~“expects~~revenue,” ~~“plans,”~~gross ~~“anticipates,”~~profit ~~“could,”~~or ~~“intends,”~~gross ~~“target~~margin,~~” “projects,”~~ ~~“contemplates,”~~operating ~~“believes~~expenses,” ~~“estimates,”~~ability ~~“predicts,”~~to ~~“potential”~~generate orpositive ~~“continue”~~cash ~~or the negative of these words or other similar terms or expressions that concern our expectations~~flow, ~~strategy,~~and ~~plans~~ability ~~or intentions. Forward-looking statements contained in this Annual Report on Form 10-K include, but are not limited~~ to, ~~statements~~achieve ~~about:~~and maintain profitability;

• ~~our~~the ~~future~~sufficiency ~~financial~~of ~~performance, including~~ our ~~revenue, cost of revenue, gross profit or gross margin, operating expenses, ability to generate positive~~ cash ~~flow,~~ and ~~ability~~cash equivalents to ~~achieve~~meet ~~and~~our ~~maintain~~liquidity ~~profitability~~needs;

• ~~the~~our ~~sufficiency~~ability ofto ~~our~~increase ~~cash~~the ~~and~~number ~~cash~~of ~~equivalents~~consumers tousing ~~meet~~ our ~~liquidity~~website ~~needs~~and mobile applications;

• our ability to ~~increase~~attract ~~the~~and ~~number~~retain ofreal ~~consumers~~estate ~~using~~professionals ~~our~~that ~~website~~subscribe ~~and~~to ~~mobile~~our ~~applications~~products;

• our ability to ~~attract~~increase ~~and~~revenue ~~retain~~from real estate professionals ~~that~~subscribing ~~subscribe~~ to our products;

• our ability to ~~increase~~attract ~~revenue~~and ~~from~~retain ~~real~~advertisers ~~estate~~that ~~professionals~~purchase ~~subscribing~~display toadvertising on our ~~products~~website;

• ~~our~~the ~~ability~~continued toavailability ~~attract~~of ~~and~~home ~~retain~~listing ~~advertisers~~and ~~that~~other ~~purchase~~information ~~display~~relevant ~~advertising~~to onthe ~~our~~real ~~website~~estate industry;

• the ~~continued~~growth ~~availability~~in the usage of ~~home~~our ~~listing~~mobile applications and ~~other~~our ~~information~~ability ~~relevant~~ to ~~the~~successfully ~~real~~monetize ~~estate~~this ~~industry~~usage;

• ~~the~~our ~~growth~~ability into ~~the~~develop ~~usage~~and ofdeploy ~~our~~new ~~mobile~~features ~~applications~~ and ~~our~~products ~~ability~~and toprovide ~~successfully~~a ~~monetize~~superior ~~this~~user ~~usage~~experience;

• our ability to ~~develop~~foster ~~and~~the ~~deploy~~growth ~~new~~of ~~features and products and provide a superior~~ user-generated ~~experience~~content;

• our ability to ~~foster~~capitalize ~~the~~on ~~growth~~strategic ofand ~~user-generated~~adjacent ~~content~~opportunities;

• our ability to ~~capitalize~~achieve onthe ~~strategic~~anticipated ~~and~~benefits ~~adjacent~~of ~~opportunities~~the Market Leader acquisition;

• ~~our~~the ~~ability~~extent of disruption to ~~achieve~~our business caused by the ~~anticipated~~merger ~~benefits~~with ofZillow ~~the~~and ~~Market~~its ~~Leader~~effect ~~acquisition~~on our strategic relationships;

• ~~our~~the ~~ability~~effects toof ~~effectively~~the ~~integrate~~market ~~acquired~~for ~~businesses,~~real ~~such~~estate asand ~~Market~~general ~~Leader~~economic conditions on our business; and

• the ~~effects~~attraction ofand ~~the~~retention ~~market~~of ~~for~~qualified ~~real~~employees ~~estate~~ and ~~general~~key ~~economic conditions on our business; and~~personnel.

•We caution you that the ~~attraction~~foregoing ~~and~~list ~~retention~~may not contain all of ~~qualified~~the ~~employees~~forward-looking ~~and~~statements ~~key~~made ~~personnel~~in this Annual Report on Form 10-K.

WeYou ~~caution~~should ~~you~~not ~~that~~rely upon forward-looking statements as predictions of future events. We have based the ~~foregoing~~forward-looking statements ~~list~~contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may ~~not~~affect ~~contain~~our ~~all~~business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements ~~made~~is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual

~~You~~1 should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

~~Index~~ Report toon ~~Financial~~Form ~~Statements~~10-K. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

~~Index~~PART toI ~~Financial Statements~~

~~PART~~Item I1. Business

~~Item~~Overview ~~1. Business~~

~~Overview~~Trulia is redefining the home search experience for consumers and changing the way that real estate professionals build their businesses. Our marketplace, delivered through the web and mobile applications, gives consumers powerful tools to research homes and neighborhoods and enables real estate professionals to efficiently market their listings and attract new clients. We believe we deliver the best home search experience by combining our superior user interface with our comprehensive database of real estate properties, local insights, and user-generated content. We also offer a comprehensive suite of free and subscription products that provide real estate professionals with access to transaction-ready consumers and help them to grow and manage their online presence. In the year ended December 31, 2014, we had 48.0 million monthly unique visitors. As of December 31, 2014, we had more than 540,000 active real estate professionals in our Trulia marketplace and 181,000 active real estate professionals using our Market Leader software and services. Approximately 79,300 of these real estate professionals were paying subscribers (assuming 20% overlap between Trulia subscribers and Marker Leader’s premium subscribers).

~~Trulia~~We ~~is redefining~~empower ~~the home search experience for~~ consumers ~~and~~to ~~changing~~make ~~the~~more ~~way~~informed ~~that~~housing ~~real~~decisions ~~estate~~by ~~professionals~~delivering ~~build~~unparalleled ~~their~~insights ~~businesses. Our marketplace, delivered through the web~~ and ~~mobile~~information ~~applications,~~on ~~gives consumers powerful tools to research~~ homes ~~and~~, neighborhoods, and ~~enables~~ real estate professionals tothrough ~~efficiently~~an ~~market~~intuitive ~~their listings~~ and ~~attract~~engaging ~~new~~user ~~clients~~experience. WeOur ~~believe~~large, wecontinually ~~deliver~~refreshed, ~~the~~and ~~best~~searchable ~~home~~database ~~search~~contains ~~experience~~more bythan ~~combining~~114.0 million ~~our superior user interface with our comprehensive database of real estate~~ properties, ~~local~~including ~~insights, and user-generated content~~3.0 million Wehomes ~~also~~for ~~offer~~sale ~~a comprehensive suite of free~~ and rent. ~~subscription~~We ~~products~~supplement ~~that~~listings ~~provide~~data ~~real estate professionals~~ with ~~access~~local toinformation ~~transaction-ready~~on ~~consumers~~schools, crime, and ~~help~~neighborhood ~~them~~amenities to ~~grow~~provide ~~and~~unique ~~manage their~~insights ~~online~~into ~~presence~~each community. In ~~the~~addition, ~~year~~we ~~ended~~harness ~~December 31~~rich, ~~2013,~~insightful weuser-generated ~~had~~content ~~38.8 million~~from ~~monthly~~our ~~unique~~active ~~visitors.~~community As of ~~December 31~~ contributors, ~~2013,~~which weincludes ~~had~~consumers, ~~more~~local ~~than 437~~enthusiasts,~~000~~ ~~active~~and real estate professionals. inWith ~~our~~more ~~Trulia~~than ~~marketplace~~16.6 million ~~and~~unique ~~157~~user contributions,~~000~~ ~~active real~~we ~~estate~~believe ~~professionals~~we ~~using~~have ~~our~~the ~~Market~~largest ~~Leader~~collection ~~software~~of ~~and~~user-generated ~~services.~~content ~~Approximately~~on 59homes,~~700~~ ofneighborhoods, ~~these~~ and real estate professionals ~~were paying subscribers (assuming 20% overlap between Trulia subscribers and Marker Leader’s premium subscribers)~~.

We ~~empower~~enable ~~consumers~~real estate professionals to ~~make~~better ~~more~~promote ~~informed~~themselves ~~housing~~and ~~decisions~~their bylistings, ~~delivering~~connect ~~unparalleled~~with transaction-ready ~~insights~~consumers and ~~information~~manage onongoing ~~homes~~relationships with potential buyers through our online and mobile marketing products, ~~neighborhoods~~ including personalized, ~~and~~customer-branded websites with multiple listing service integration that are optimized to generate consumer response. Our free products allow real estate professionals ~~through~~to build their personal brand by creating an ~~intuitive~~online profile, contributing content to our marketplace, leveraging social media for endorsements, and ~~engaging~~establishing ~~user~~their presence ~~experience~~through mobile features such as “check-ins.” Our ~~large~~subscription products provide a comprehensive end-to-end platform for real estate professionals, ~~continually~~enabling ~~refreshed~~them to increase their visibility, ~~and~~promote ~~searchable~~their ~~database~~listings ~~contains~~in ~~more~~search results, ~~than~~target ~~113.2 million~~mobile ~~properties~~users, ~~including~~generate ~~4.0 million~~more ~~homes~~highly ~~for~~qualified ~~sale~~leads from our large audience of transaction-ready consumers, and ~~rent~~ effectively manage these leads until a transaction has closed. We ~~supplement~~further ~~listings~~enable ~~data~~real ~~with~~estate ~~local~~professionals ~~information~~to oncultivate clients ~~schools~~and leverage a library of sales and marketing materials in order to design, ~~crime~~create, publish, and ~~neighborhood~~manage ~~amenities~~their toown ~~provide~~personalized ~~unique~~marketing ~~insights~~campaigns ~~into~~through ~~each~~our ~~community~~proprietary customer relationship management products. InWe ~~addition,~~believe wethat ~~harness~~our consumer ~~rich,~~audience ~~insightful~~is ~~user-generated~~highly ~~content~~motivated ~~from~~and ~~our~~ready ~~active~~to ~~community~~purchase ~~of contributors~~homes, as supported by our surveys conducted between January 2014 and December 2014 in which ~~includes~~75% ~~consumers,~~of ~~local~~over ~~enthusiasts~~391,000 ~~and~~respondents contacting real estate professionals. ~~With~~through ~~more~~our ~~than~~marketplace indicated ~~11.8 million~~that ~~unique~~they ~~user~~are ~~contributions~~planning to move in the next six months, weand ~~believe~~38% weof ~~have~~over ~~the~~267,000 ~~largest~~respondents ~~collection~~stated that they are pre-approved for a mortgage. We believe that the combination of ~~user~~our compelling solution with our transaction-~~generated~~ready ~~content~~audience results in a high return on ~~homes,~~investment ~~neighborhoods,~~for ~~and~~ real estate professionals who purchase our subscription products.

We ~~enable~~are ~~real~~a ~~estate professionals to better promote themselves and their listings, connect with~~leading ~~transaction-ready~~mobile ~~consumers~~platform ~~and~~for ~~manage~~the ~~ongoing~~home ~~relationships~~search ~~with~~process ~~potential buyers through our online~~ and mobile ~~marketing~~devices ~~products, including personalized, customer-branded websites with multiple listing service integration that~~ are ~~optimized~~increasingly critical to ~~generate~~ ~~consumer~~consumers ~~response.~~and ~~Our free products allow~~ real estate professionals. toWe ~~build~~have ~~their~~introduced ~~personal~~iPhone, ~~brand by creating an online profile~~iPad, ~~contributing~~Android ~~content to our marketplace~~Phone, ~~leveraging~~Android ~~social~~Tablet ~~media for endorsements,~~ and ~~establishing~~Kindle ~~their presence~~Fire ~~through~~applications ~~mobile~~that ~~features such as “check-ins.” Our subscription products~~ provide atailored mobile ~~comprehensive end-to-end platform for real estate professionals~~experiences, ~~enabling~~which ~~them~~has led to ~~increase~~rapid ~~their~~growth ~~visibility, promote their listings~~ in ~~search results,~~the ~~target~~ mobile ~~users,~~use ~~generate~~of ~~more highly qualified leads from~~ our ~~large audience of transaction-ready consumers, and effectively manage these leads until a transaction has closed~~solution. WeIn ~~further~~the ~~enable~~year ~~real~~ended ~~estate professionals to cultivate clients and leverage a library of sales and marketing materials in order to design~~December 31, ~~create~~2014, ~~publish,~~our ~~and~~aggregate ~~manage~~mobile ~~their~~monthly ~~own~~unique ~~personalized~~visitors ~~marketing~~were ~~campaigns through our proprietary customer relationship management products~~23.7 million Weacross ~~believe~~Trulia ~~that our consumer audience is highly motivated~~ and ~~ready to purchase homes, as supported by~~ our ~~surveys~~wholly ~~conducted~~owned ~~between~~subsidiary ~~January 2013 and December 2013 in which 77% of over 485~~Market Leader,~~000~~ ~~respondents contacting real estate professionals through our marketplace indicated that they are planning to move in the next six months~~Inc., ~~and~~an ~~44%~~increase of 67% over ~~348,000~~2013. ~~respondents~~Our ~~stated~~mobile ~~that~~users ~~they~~ are ~~pre-approved~~more ~~for~~likely athan ~~mortgage. We believe that the combination of~~ our ~~compelling~~web ~~solution~~users ~~with~~to ~~our~~contact ~~transaction-ready audience results in a high return on investment for~~ real estate professionals ~~who~~through ~~purchase~~ our ~~subscription products~~marketplace.

We are a leading mobile platform for the home search process and mobile devices are increasingly critical to consumers and real estate professionals. We have introduced iPhone, iPad, Android Phone, Android Tablet and Kindle Fire applications that provide tailored mobile experiences, which has led to rapid growth in the mobile use of our solution. In the year ended December 31, 2013, our aggregate mobile monthly unique visitors were 14.3 ~~million~~ across Trulia and our wholly owned subsidiary Market Leader, Inc., of which Trulia had over 13.0 million mobile monthly unique visitors, an increase of 92% over 2012. Our mobile users are more likely than our web users to contact real estate professionals through our marketplace.

~~Index~~Our online marketplace is continuing to ~~Financial~~experience ~~Statements~~growth. Monthly unique visitors to our marketplace increased to 48.0 million in the year ended December 31, 2014 from 37.8 million in the year ended December 31, 2013, or a 27% increase, and our subscribers increased to approximately 79,300 (assuming a 20% overlap with Market Leader’s premium subscribers) as of December 31, 2014 from 59,700 as of December 31, 2013, a 33% increase. Our efforts to maintain or increase consumer traffic and subscribers include the February 2014 launch of a national marketing campaign that is designed to attract serious home buyers and sellers to our marketplace and that we expect will enable us to connect even more transaction-ready consumers with real estate professionals.

~~Our~~We ~~online~~generate ~~marketplace~~revenue isprimarily ~~experiencing~~from ~~rapid~~sales ~~growth.~~of ~~Monthly~~subscription ~~unique~~products ~~visitors~~ to ~~our marketplace~~real ~~increased~~estate ~~to 38~~professionals.~~8 million~~ inWe ~~the~~also ~~year~~generate ~~ended~~revenue ~~December 31, 2013~~ from ~~23.1 million~~display advertising insold ~~the~~to ~~year~~leading ~~ended~~real ~~December 31, 2012,~~estate ~~or a 68% increase,~~ and ~~our~~consumer ~~subscribers~~brand ~~increased~~advertisers seeking to ~~approximately~~reach ~~59,700~~our ~~(assuming~~attractive aaudience. ~~20% overlap~~For ~~with~~the ~~Market~~years ~~Leader’s~~ended ~~premium subscribers) as of~~ December 31, ~~2013 from 24~~2014,~~443~~ as2013 ofand ~~December 31,~~ 2012, awe ~~144%~~generated ~~increase.~~revenue Weof ~~expect~~$251.9 ~~that~~million, ~~our~~$143.7 ~~efforts~~million ~~to maintain or increase consumer traffic~~ and ~~subscribers~~$68.1 ~~are likely to include~~million, ~~among~~respectively. ~~other~~During ~~things,~~the ~~significant~~same ~~increases~~periods, towe ~~our~~had ~~marketing~~net ~~spending~~losses ~~and significant expenditures to increase the number~~ of ~~our engineering and product development personnel~~$75. ~~For example~~8 million, we$17.8 ~~recently~~million ~~announced a national marketing campaign that is designed to attract serious home buyers~~ and ~~sellers~~$10.9 tomillion, ~~our marketplace and that we expect will enable us to connect even more transaction-ready consumers with real estate professionals~~respectively.

WeOn ~~generate~~July 28, ~~revenue~~2014, ~~primarily~~we ~~from~~entered ~~sales~~into ofan ~~subscription~~Agreement ~~products~~and toPlan ~~real~~of ~~estate~~Merger ~~professionals.~~(the We“Merger ~~also~~Agreement”) ~~generate~~with ~~revenue~~Zillow, ~~from display~~Inc. ~~advertising~~(“Zillow”) ~~sold~~and toZillow ~~leading~~Group, ~~real~~Inc., ~~estate~~(f/k/a ~~and~~Zebra ~~consumer~~HoldCo, ~~brand~~Inc.) ~~advertisers~~(“HoldCo”), ~~seeking~~pursuant to ~~reach~~which ~~our~~Zillow ~~attractive~~acquired ~~audience.~~us ~~For~~on ~~the years ended December~~February 3117, ~~2013,~~2015. ~~2012~~Pursuant ~~and~~to ~~2011,~~the weMerger ~~generated revenue of $143.7 million~~Agreement, ~~$68.1~~both ~~million~~we and ~~$38.5~~Zillow ~~million, respectively.~~became ~~During~~wholly-owned ~~the~~subsidiaries ~~same periods~~of HoldCo, wewhich ~~had~~series ~~net losses~~ of ~~$17.8~~transactions ~~million,~~we ~~$10.9~~refer ~~million~~to ~~and~~as ~~$6.2~~the ~~million,~~Zillow ~~respectively~~Merger.

~~Industry~~Upon completion of the Zillow Merger, (i) each outstanding share of our common stock was converted into the right to receive 0.444 of a share of Class A common stock of HoldCo; (ii) each outstanding share of Class A common stock of Zillow was converted into the right to receive one share of Class A common stock of HoldCo; and (iii) each outstanding share of Class B common stock of Zillow was converted into the right to receive one share of Class B common stock of HoldCo. The Class A common stock of HoldCo ~~Challenges~~has one vote per share and the Class B common stock of HoldCo has ten votes per share, similar to the former capital structure of Zillow. In addition, subject to certain exceptions, each Trulia stock option, restricted stock unit and stock appreciation right outstanding immediately prior to the consummation of the Zillow Merger, whether or not vested and exercisable, was assumed by HoldCo and converted into a corresponding equity award to purchase, acquire shares of, or participate in the appreciation in price of, HoldCo Class A common stock. The terms of each assumed equity award are the same except that the number of shares subject to each equity award and the per share exercise price, if any, was adjusted based on the exchange ratio per a formula set forth in the Merger Agreement.

~~The~~On ~~residential~~September 12, ~~real~~2014, ~~estate~~HoldCo ~~industry,~~filed ~~which~~a weRegistration Statement ~~estimate~~on ~~accounts~~Form ~~for~~S-4 ~~more~~with ~~than~~the aSEC ~~trillion~~to ~~dollars~~register the shares of HoldCo’s common stock to be issued to shareholders of Zillow and stockholders of Trulia as consideration in ~~annual spending~~the acquisition in exchange for the ~~United~~Zillow ~~States~~and Trulia common stock. The Registration Statement on Form S-4 was declared effective by the SEC on November 17, is2014. ~~undergoing~~On aDecember 18, ~~profound~~2014, ~~transformation~~Zillow’s shareholders and Trulia’s stockholders approved the Zillow Merger. ~~Technology~~In isconnection ~~changing~~with the ~~way~~closing ~~that~~of ~~consumers~~the Zillow ~~search~~Merger ~~for~~on ~~homes~~February 17, ~~and~~2015, Trulia filed an application on Form 25 with the ~~way~~SEC into ~~which~~remove ~~real~~Trulia’s ~~estate~~common ~~professionals~~stock ~~attract~~from ~~clients~~listing on the NYSE and ~~build~~from ~~their~~registration ~~businesses.~~under InSection 12(b) ~~addition~~of the Securities Exchange Act of 1934, as amended (the ~~U.S.~~ ~~housing~~“Exchange ~~market~~Act”). ~~recovers~~Trulia ~~from~~intends ~~its~~to ~~recent~~file ~~unprecedented~~a ~~downturn,~~certificate ~~real~~on ~~estate~~Form ~~professionals~~15 ~~are~~requesting ~~seeking~~that ~~more~~its ~~effective~~reporting ~~ways~~obligations tounder ~~market~~Sections ~~themselves~~13 and ~~achieve~~15(d) aof ~~greater~~the ~~return~~Exchange onAct ~~their~~be ~~marketing investment~~terminated. ~~These~~HoldCo ~~trends~~Class A ~~present~~Common ~~significant opportunities~~Stock tobegan ~~capitalize~~trading on ~~shifts~~the NASDAQ inGlobal ~~behavior~~Select Market on February 18, 2015.

~~Historically,~~4 consumers lacked readily available access to detailed and comprehensive information essential to making housing decisions, relying instead on disparate sources of information such as real estate professionals, local newspapers, and word of mouth. Over time, more information has become available online and, as a result, the Internet has become a primary source of research for housing decisions. According to a November 2012 survey by the National Association of Realtors, a trade organization for real estate professionals, 90% of home buyers used the Internet to research homes. Additionally, the use of mobile devices for home searches has become more prevalent. According to a 2012 survey by The Real Estate Book, a real estate website, 52% of respondents reported using a mobile device to look for homes, with 85% of non-users stating that they would consider using a mobile device for their next search.

As consumers increasingly research homes online, real estate professionals are shifting their marketing expenditures online to reach prospective clients. While initially these real estate professionals focused their spending on email, search, and creating websites with listings, now these professionals are increasingly using online real estate marketplaces to generate leads and using technology to manage their businesses.

With technology driving the home search process online, consumers, real estate professionals, and advertisers face distinct challenges. Consumers are challenged to effectively compile and use fragmented information, gain local insights, and obtain information on the go. Real estate professionals are challenged to reach today’s online consumers, target the right leads, manage their businesses while on the go, and optimize their marketing spend. Advertisers are challenged to efficiently reach the right consumers while maximizing the effectiveness of their advertising.

Market Opportunity

We believe that there are significant opportunities to address the challenges faced by consumers, real estate professionals, and advertisers. Borrell Associates, Inc., an advertising research and consulting firm, estimated in a September 2013 industry paper that $27.3 billion would be spent in 2013 on real estate-related marketing in the United States. According to a November 2012 survey by the National Association of Realtors, 90% of home

~~Index~~The toTrulia ~~Financial~~Marketplace ~~Statements~~

~~buyers~~Our ~~used~~marketplace ~~the~~provides ~~Internet to research homes. However, according to~~ the ~~Borrell~~following ~~Associates~~key ~~report,~~benefits ~~only~~for ~~55.8% of the real estate marketing dollars in the United States were projected to be spent online in 2013. We believe that there is a disconnect between where marketing dollars are spent and where~~ consumers ~~research homes. Therefore~~, ~~we expect that~~ real estate~~-related~~ ~~marketing~~professionals, ~~spend~~and ~~will~~advertisers: ~~continue to migrate online from traditional channels.~~

~~The~~Key ~~Trulia~~benefits ~~Marketplace~~for consumers

~~Our~~• ~~marketplace~~Large, ~~provides~~continually ~~the~~refreshed, ~~following~~searchable ~~key~~database ~~benefits~~of homes for sale and rent. We provide consumers with access to a large, ~~real~~continually ~~estate~~refreshed, ~~professionals~~and searchable database of properties. We enable consumers to customize their searches with property-specific filters to obtain up-to-date listings that are rich with property facts, price, and ~~advertisers:~~sale data.

~~Key~~• ~~benefits~~Trusted ~~for~~insights, social recommendations, and proprietary analytics that provide local context. We provide consumers with local insights, critical to a successful home search, not available elsewhere on an easy-to-use and comprehensive basis. These insights include information about schools, crime, neighborhood amenities, and real estate professionals.

• ~~Large,~~Anytime ~~continually~~and ~~refreshed,~~anywhere ~~searchable~~access. ~~database~~Our ofmarketplace ~~homes~~is ~~for~~accessible ~~sale~~anytime and ~~rent.~~anywhere Weon ~~provide~~the ~~consumers~~web ~~with access to a large, continually refreshed,~~ and ~~searchable~~on ~~database~~major ofmobile ~~properties~~platforms. WeSince ~~enable~~the ~~consumers~~introduction toof ~~customize~~our ~~their~~first ~~searches~~mobile ~~with~~application ~~property-specific~~in ~~filters~~2008, tomobile ~~obtain~~use ~~up-to-date~~of ~~listings~~our ~~that~~marketplace ~~are~~has ~~rich~~grown ~~with property facts, price, and sale data~~rapidly.

•Key benefits ~~Trusted~~for insights, social recommendations, and proprietary analytics that provide local context. We provide consumers with local insights, critical to a successful home search, not available elsewhere on an easy-to-use and comprehensive basis. These insights include information about schools, crime, neighborhood amenities, and real estate professionals.

• ~~Anytime~~Broad ~~and~~reach ~~anywhere~~to ~~access~~transaction-ready consumers. ~~Our~~We ~~marketplace~~provide isreal ~~accessible~~estate ~~anytime~~professionals ~~and~~the ~~anywhere~~ability to connect with our large audience of transaction-ready consumers at scale on the web and onthrough ~~major~~our mobile ~~platforms~~applications. ~~Since~~We ~~the~~believe ~~introduction~~that a large portion of ~~our~~consumers ~~first~~using ~~mobile~~Trulia ~~application~~do innot ~~2008~~use our primary competitors’ websites, ~~mobile~~and ~~use~~that ofthis ~~our~~enables ~~marketplace~~real ~~has~~estate ~~grown~~professionals ~~rapidly~~on Trulia to effectively identify and market themselves to consumers not easily found anywhere else.

~~Key benefits~~• Products that boost presence and deliver high-quality leads. Our free products enable real estate professionals to create and manage an online profile, promote their personal brand with consumers by contributing content to our marketplace, and leverage social media for endorsements. Our subscription products enable real estate professionals to boost their visibility, promote their listings in search results, and generate more high-quality leads from potential home buyers.

• ~~Broad~~Comprehensive ~~reach~~ end-to-end ~~transaction~~software-~~ready~~as-a-service-based ~~consumers~~marketing services. We provide ~~real~~software-as-a-service ~~estate~~customer ~~professionals~~relationship ~~the~~management ~~ability~~(CRM) totools, ~~connect~~personalized ~~with~~websites ~~our~~and ~~large~~marketing ~~audience~~tools ofto ~~transaction-ready~~help ~~consumers~~our atreal ~~scale~~estate onprofessional ~~the~~customers ~~web~~manage and ~~through~~cultivate ~~our~~prospects. ~~mobile~~By ~~applications.~~automating Wemany ~~believe~~of ~~that~~the arepetitive ~~large~~tasks ~~portion~~that ofare ~~consumers~~required ~~using~~in ~~Trulia~~order doto ~~not~~follow ~~use~~up ~~our~~and ~~primary~~communicate ~~competitors’~~with ~~websites~~potential clients, ~~and~~these ~~that~~tools ~~this~~allow ~~enables~~our ~~real~~customers ~~estate~~to ~~professionals~~focus on ~~Trulia~~transacting totheir ~~effectively~~current ~~identify~~business ~~and~~while ~~market~~efficiently ~~themselves~~marketing their services to ~~consumers~~potential ~~not~~clients, ~~easily~~maintaining ~~found~~a ~~anywhere~~pipeline ~~else~~of future business opportunities.

• ~~Products~~Anytime ~~that~~and ~~boost~~anywhere ~~presence~~access ~~and~~to ~~deliver~~critical ~~high-quality~~information ~~leads~~and tools. ~~Our~~We ~~free~~offer ~~products~~mobile ~~enable~~applications designed specifically for real estate professionals to ~~create~~take ~~and manage an online profile, promote~~ their ~~personal~~business ~~brand~~on ~~with~~the ~~consumers~~go. byUsing ~~contributing content to~~ our ~~marketplace~~mobile applications, ~~and~~real ~~leverage~~estate ~~social~~professionals ~~media~~can ~~for~~access ~~endorsements.~~critical ~~Our~~information ~~subscription~~that ~~products~~they ~~enable~~need ~~real estate professionals~~ to ~~boost~~conduct their ~~visibility~~business, ~~promote~~including ~~their~~ listings indetails, ~~search~~contacts, ~~results~~driving directions, and ~~generate~~local ~~more~~information ~~high-quality~~about ~~leads from potential home buyers~~neighborhoods.

• ~~Comprehensive~~Significant ~~end-to-end~~return ~~software-as-a-service-based~~on ~~marketing services~~investment. We ~~provide~~believe ~~software-as-a-service~~that ~~customer~~our ~~relationship~~subscription ~~management~~products ~~(CRM)~~deliver ~~tools,~~a ~~personalized~~high ~~websites~~return ~~and~~on ~~marketing~~investment ~~tools~~ to ~~help our~~ real estate ~~professional customers manage and cultivate prospects~~professionals. By automating many of the repetitive tasks that are required in order to follow up and communicate with potential clients, these tools allow our customers to focus on transacting their current business while efficiently marketing their services to potential clients, maintaining a pipeline of future business opportunities.

•Key ~~Anytime~~benefits ~~and anywhere access to critical information and tools. We offer mobile applications designed specifically~~ for ~~real~~advertisers estate professionals to take their business on the go. Using our mobile applications, real estate professionals can access critical information that they need to conduct their business, including listings details, contacts, driving directions, and local information about neighborhoods.

• ~~Significant~~Attractive ~~return on investment~~audience. We believe ~~that~~our audience is highly attractive to consumer brand advertisers. A substantial portion of our ~~subscription~~audience ~~products~~is ~~deliver~~either college educated, has a ~~high~~household ~~return~~income above $75,000, or is in the 25 to 54 age group. U.S. consumers with these characteristics tend to spend more of their annual income on ~~investment~~home maintenance, insurance, household furnishings, apparel and services, and entertainment than the average consumer, according to ~~real~~the ~~estate~~Bureau ~~professionals~~of Labor Statistics 2012 Consumer Expenditure Survey, which makes our audience attractive for consumer brand advertisers.

~~Index~~• Display advertising products that efficiently reach target consumers. We enable our advertisers to ~~Financial~~reach ~~Statements~~segments of our audience that are attractive to them. Advertisers benefit from improved reach, impact, relevancy, and measurement of their marketing campaigns in our marketplace.

~~Key~~Our ~~benefits~~Strengths ~~for advertisers~~

~~• Attractive audience.~~ We believe ~~our~~that ~~audience is highly attractive to consumer brand advertisers. A substantial portion of~~ our ~~audience~~competitive isadvantage ~~either~~reflects ~~college educated, has a household income above $75,000, or is in~~ the following 25strengths: to 54 age group. U.S. consumers with these characteristics tend to spend more of their annual income on home maintenance, insurance, household furnishings, apparel and services, and entertainment than the average consumer, according to the Bureau of Labor Statistics 2012 Consumer Expenditure Survey, which makes our audience attractive for consumer brand advertisers.

• ~~Display~~Empower ~~advertising~~customers ~~products~~by ~~that~~delivering ~~efficiently~~unparalleled ~~reach~~insights ~~target~~and ~~consumers~~a superior user experience. We ~~enable~~are ~~our~~one ~~advertisers~~of tothe ~~reach~~leading ~~segments~~online ofreal ~~our~~estate ~~audience~~marketplaces ~~that~~and ~~are~~provide ~~attractive~~consumers towith ~~them.~~powerful ~~Advertisers~~tools ~~benefit~~and ~~from~~unique ~~improved~~content ~~reach~~that together deliver valuable insights into homes, ~~impact~~neighborhoods, ~~relevancy~~and real estate professionals. For example, our crime heat maps provide consumers with a view into neighborhood safety and ~~measurement~~our ofFacebook ~~their~~integration ~~marketing~~gives ~~campaigns~~consumers recommendations on real estate professionals from people in their social network. We invest significant resources into technology development and product design to create a superior user interface that provides compelling features and rich functionality for our ~~marketplace~~users.

~~Our~~• ~~Strengths~~Most Comprehensive Platform for Real Estate Professionals. We believe we have the most comprehensive, end-to-end platform for real estate professionals to grow and manage their businesses. We provide innovative lead generation products for real estate professionals to market themselves to consumers and generate new business. We also provide an integrated software platform with powerful analytics though which real estate professionals cultivate these leads and turn them into transactions. Moreover, we provide this comprehensive platform at scale, servicing five of the ten largest brokers and three of the largest real estate franchises in the United States.

• Large, differentiated, transaction-ready audience. Our website and mobile applications have attracted 48.0 million monthly unique visitors in the year ended December 31, 2014 and, based on data from comScore, Inc., a marketing research company, a significant portion of our visitors do not visit our primary competitors’ websites. We believe that our ~~competitive~~audience ~~advantage~~is ~~reflects~~highly motivated and ready to purchase homes, as supported by our surveys conducted between January 2014 and December 2014 in which 75% of over 391,000 respondents contacting real estate professionals through our marketplace are planning to move in the ~~following~~ ~~strengths:~~next six months, and 38% of over 267,000 respondents stated that they are pre-approved for a mortgage.

• ~~Empower~~Strong ~~customers~~mobile bymonetization. ~~delivering~~We ~~unparalleled~~believe ~~insights~~that ~~and~~we ~~a superior user experience. We~~ are one of the ~~leading~~few ~~online~~companies ~~real~~that ~~estate~~is ~~marketplaces~~monetizing ~~and~~its ~~provide~~mobile ~~consumers~~products ~~with~~at ~~powerful~~a ~~tools~~higher ~~and~~rate ~~unique~~than ~~content~~web ~~that~~products. ~~together~~Since ~~deliver~~we ~~valuable~~launched ~~insights~~our ~~into~~subscription ~~homes,~~product ~~neighborhoods,~~for ~~and~~mobile ~~real~~devices ~~estate~~in ~~professionals.~~May ~~For example~~2012, ~~our~~we ~~crime~~have ~~heat~~sold ~~maps~~this ~~provide~~product ~~consumers~~at ~~with~~prices athat ~~view~~yield ~~into~~a ~~neighborhood~~higher ~~safety~~average ~~and~~monthly ~~our~~revenue ~~Facebook~~per ~~integration~~subscriber ~~gives~~than ~~consumers~~our ~~recommendations~~subscription onproducts ~~real~~that ~~estate~~are ~~professionals~~not ~~from~~focused ~~people~~on inmobile ~~their social network~~devices. WeIn ~~invest~~addition, ~~significant~~our ~~resources~~users ~~into~~are ~~technology~~more ~~development~~likely ~~and product design~~ to ~~create~~contact areal ~~superior~~estate ~~user~~professionals ~~interface~~through ~~that~~our ~~provides~~mobile ~~compelling~~applications ~~features~~than ~~and rich functionality for~~ our ~~users~~website.

• ~~Most~~High ~~Comprehensive~~ROI ~~Platform~~ for ~~Real Estate Professionals. We believe we have the most comprehensive, end-to-end platform for~~ real estate professionals ~~to grow and manage their businesses~~. We ~~provide~~believe ~~innovative~~our ~~lead~~subscription ~~generation~~ products ~~for real estate professionals to market themselves to consumers and generate new business. We also~~ provide ancompelling ~~integrated~~value ~~software platform with powerful analytics though which real estate professionals cultivate these leads~~ and ~~turn~~a ~~them~~better ~~into~~return ~~transactions.~~on ~~Moreover,~~investment wethan ~~provide~~other ~~this~~marketing ~~comprehensive platform at scale, servicing five of the ten largest brokers and three of the largest real estate franchises in the United States~~channels.

• ~~Large,~~Powerful ~~differentiated,~~network ~~transaction-ready~~effects ~~audience.~~driven ~~Our~~by ~~website~~unique ~~and mobile applications have attracted 38~~content.8 ~~million~~We ~~monthly~~benefit ~~unique visitors in the year ended December 31, 2013 and, based on data~~ from ~~comScore, Inc.,~~ a ~~marketing~~self-reinforcing ~~research~~network ~~company,~~effect athat ~~significant~~helps ~~portion~~build of our ~~visitors do not visit our primary competitors’ websites. For instance~~brand, ~~according~~drives touser ~~comScore,~~engagement ~~during each month~~ in ~~2013~~our ~~and 2012~~marketplace, ~~more than 45%~~ and ~~54%,~~attracts ~~respectively,~~more ofusers ~~our~~to ~~audience did not visit Zillow.com. We believe that~~ our ~~audience~~website ~~is highly motivated~~ and ~~ready~~mobile toapplications. ~~purchase~~Consumers ~~homes,~~post asquestions ~~supported~~in by our ~~surveys conducted between January 2013 and December 2013 in which 77% of over 485~~marketplace,~~000~~ ~~respondents~~attracting ~~contacting~~ real estate professionals ~~through~~who ~~our~~add ~~marketplace~~more ~~are~~content ~~planning~~by toanswering ~~move~~these ~~in the next six months~~questions, ~~and~~which ~~44%~~in ofturn ~~over~~attracts ~~348,000~~more ~~respondents~~consumers ~~stated~~to ~~that~~our ~~they are pre-approved for a mortgage~~marketplace.

• ~~Strong~~Big ~~mobile~~data ~~monetization~~and analytics platform. We ~~believe~~employ ~~that~~proprietary weadvanced ~~are~~analytics ~~one~~and ofheuristics ~~the~~capabilities ~~few~~to ~~companies~~aggregate, ~~that~~filter, isand ~~monetizing~~analyze ~~its~~large ~~mobile~~amounts ~~products~~of atdata afrom ~~higher~~disparate ~~rate~~sources ~~than~~that ~~web products. Since~~ we ~~launched~~have ~~our~~cultivated ~~subscription~~over ~~product~~the ~~for~~years. ~~mobile~~Our ~~devices~~expertise in ~~May~~handling ~~2012,~~large weamounts ~~have~~of ~~sold~~externally-sourced ~~this~~data ~~product~~and atcombining ~~prices~~it ~~that~~with ~~yield~~user aactivity ~~higher~~data ~~average~~collected ~~monthly~~from ~~revenue per subscriber than~~ our ~~subscription~~marketplace ~~products~~allows ~~that~~us ~~are not focused on mobile devices. In addition, our users are more likely~~ to ~~contact~~improve ~~real~~the ~~estate~~user ~~professionals~~experience ~~through~~by ~~our~~developing ~~mobile~~innovative ~~applications~~new ~~than~~tools ~~our~~and ~~website~~new functionality.

•6 High ROI for real estate professionals. We believe our subscription products provide compelling value and a better return on investment than other marketing channels. On average, during the year ended December 31, 2013 paying subscribers received more than nine times the number of monthly leads compared to real estate professionals who only used our free products.

• Powerful network effects driven by unique content. We benefit from a self-reinforcing network effect that helps build our brand, drives user engagement in our marketplace, and attracts more users to our

~~Index~~Our toStrategy ~~Financial Statements~~

~~website~~Our ~~and~~goal ~~mobile~~is ~~applications.~~to ~~Consumers~~build ~~post~~the ~~questions~~leading inonline ~~our marketplace, attracting~~ real estate ~~professionals~~marketplace. ~~who~~We ~~add~~intend ~~more~~to ~~content~~focus byon ~~answering~~the ~~these~~following ~~questions,~~key ~~which~~strategies in ~~turn~~pursuit ~~attracts~~of ~~more consumers to~~ our ~~marketplace.~~goal:

• ~~Big~~Expand ~~data~~our audience and ~~analytics~~increase ~~platform~~user engagement. We ~~employ~~intend ~~proprietary~~to ~~advanced~~grow ~~analytics~~our ~~and~~large, ~~heuristics~~transaction-ready ~~capabilities~~audience by focusing our marketing efforts to ~~aggregate,~~consumers ~~filter,~~who ~~and~~are ~~analyze~~in ~~large~~the ~~amounts~~market ofand ~~data~~ready ~~from~~to ~~disparate~~move ~~sources~~and ~~that~~by wecontinuing ~~have~~to ~~cultivated~~offer ~~over~~superior ~~the~~products ~~years~~for consumers. ~~Our~~We ~~expertise~~launched a multi-channel marketing campaign in ~~handling~~2014 ~~large~~to ~~amounts~~drive ofincreases ~~externally-sourced~~in ~~data~~audience and ~~combining~~user itengagement. ~~with~~We ~~user~~plan ~~activity~~to ~~data~~continuously ~~collected~~enhance ~~from~~and refresh our ~~marketplace~~database ~~allows~~of ushomes, partner with third parties to ~~improve~~add ~~the~~new ~~user~~and ~~experience~~relevant bylocal ~~developing~~content, ~~innovative~~and encourage our users to contribute useful content. We also plan to develop new features and tools that deepen our users’ engagement with our website and ~~new~~mobile ~~functionality~~applications, and to promote and foster interaction in our vibrant user community.

~~Our~~• ~~Strategy~~Grow the number of real estate professionals in our marketplace. We intend to further penetrate the large base of more than 2.8 million real estate professionals in the United States by communicating the value proposition of our free and subscription products, growing our audience of transaction-ready consumers, and creating additional products.

~~Our~~• ~~goal~~Increase isrevenue. toWe ~~build~~plan ~~the~~to ~~leading~~increase ~~online~~our ~~real~~revenue ~~estate~~by ~~marketplace.~~selling Wemore ~~intend~~subscription toand ~~focus~~advertising onproducts ~~the~~and ~~following~~by ~~key~~optimizing ~~strategies in pursuit of~~ our ~~goal:~~ pricing.

• ~~Expand~~Increase ~~our~~brand ~~audience and increase user engagement~~awareness. We ~~intend~~launched to grow our large, transaction-ready audience by expanding our marketing efforts to consumers who are in the market and ready to move and by continuing to offer superior products for consumers. We plan to launch a multi-channel marketing campaign in 2014 to drive ~~increases~~awareness inof ~~audience and user engagement. We plan to continuously enhance and refresh~~ our ~~database of homes~~brand, ~~partner~~especially ~~with~~among ~~third~~consumers ~~parties~~in tothe ~~add~~market ~~new~~ready ~~and relevant local content, and encourage our users~~ to ~~contribute useful content~~move. We also plan to ~~develop~~continue ~~new~~to ~~features~~grow ~~and~~our ~~tools~~brand ~~that~~by ~~deepen~~providing our users’ ~~engagement~~ with ~~our~~superior ~~website~~ and ~~mobile~~innovative ~~applications, and to promote and foster interaction in our vibrant user community~~products.

•Data Grow the number of real estate professionals in our marketplace. We intend to further penetrate the large base of more than 2.8 million real estate professionals in the United States by communicating the value proposition of our free and subscription products, growing our audience of transaction-ready consumers, and creating additional products.

•Management ~~Increase~~of ~~revenue~~data is a critical component of our solution. We ~~plan~~manage over toone ~~increase~~terabyte ~~our~~of ~~revenue~~data byon ~~selling~~a ~~more~~daily ~~subscription~~basis. ~~and~~For ~~advertising~~Trulia.com, ~~products~~our ~~and~~Trulia bymobile ~~optimizing~~applications and our ~~pricing.~~Trulia partner network, the graphic below illustrates how we organize data as listings data, local information, and user-generated content:

LOGO

•Listings ~~Increase~~data brand awareness. We plan to launch a multi-channel marketing campaign in 2014 to drive awareness of our brand, especially among consumers in the market ready to move. We also plan to continue to grow our brand by providing our users with superior and innovative products.

•We ~~Pursue~~refresh ~~strategic~~and ~~opportunities.~~supplement Wethe ~~plan~~Trulia tolistings ~~pursue~~database ~~acquisitions~~ of ~~complementary~~over ~~businesses~~114.0 million properties and ~~strategic~~for ~~partnerships~~sale toand ~~help~~for usrent ~~execute~~listings onwith ~~and~~data ~~accelerate~~we ~~our~~receive ~~growth~~from ~~plans~~thousands of feeds on a daily basis. We receive feeds covering millions of

•7 Pursue adjacent opportunities. We plan to pursue opportunities in a number of large adjacent markets, such as rentals, mortgages, home improvement, and agent tools, and to expand our business internationally.

~~Index~~ new toand ~~Financial~~existing ~~Statements~~for sale and for rent listings every day from MLSs, real estate brokerages, real estate agents, real estate listings aggregators, and other third parties. We also obtain detailed ownership and property data from vendors who collect and digitize information from public county records.

~~Data~~We process this wealth of data through our proprietary algorithms and heuristic data validation engine to sort, augment, and select the most up-to-date and accurate data to display. As a next step, we apply our search logic to the data, and overlay additional local information on schools, crime, neighborhood amenities, home values, and other community information. The final product is a complete profile of a property or listing with property facts, price data, local information, and agent contact information, which we publish in our marketplace in an intuitive and engaging user experience.

~~Management~~In ofaddition, ~~data~~for ~~is a critical component of~~ our Market ~~solution.~~Leader Wesolutions, ~~manage~~we ~~over~~process ~~one terabyte of~~ data onfeeds afrom ~~daily~~approximately ~~basis.~~500 ~~For~~multiple ~~Trulia.com,~~listing ~~our~~services ~~Trulia~~to ~~mobile~~populate ~~applications~~more ~~and~~than ~~our Trulia partner network~~177,000 ~~the~~real ~~graphic below~~estate ~~illustrates~~professional ~~how~~websites we ~~organize~~host. ~~data as listings data, local information, and user-generated content:~~

~~Listings~~Local ~~data~~information

We ~~refresh~~inform ~~and~~consumers ~~supplement~~on ~~the~~what ~~Trulia~~it ~~listings~~is ~~database~~like ofto ~~over~~live ~~113.2 million~~in a ~~properties~~neighborhood ~~and~~by ~~for~~delivering ~~sale~~insights ~~and for rent listings with data we receive from thousands of feeds~~ on aschools, ~~daily~~crime, ~~basis.~~neighborhood ~~We receive feeds covering millions of new and existing for sale and for rent listings every day from MLSs~~amenities, ~~real~~commute ~~estate brokerages~~times, ~~real~~home ~~estate agents~~values, ~~real~~historical ~~estate listings aggregators~~earthquake, flood and other ~~third~~natural ~~parties.~~disaster ~~We also obtain detailed ownership and property~~ data, ~~from vendors who collect~~ and ~~digitize~~other ~~information~~community ~~from public county records~~information.

We• ~~process~~Schools. ~~this~~We ~~wealth~~provide ofinformation ~~data through~~on ~~our~~schools ~~proprietary~~by ~~algorithms~~district, ~~and~~type, ~~heuristic~~parent ~~data validation engine to sort~~reviews, ~~augment,~~ and ~~select~~ratings, ~~the~~which ~~most~~is ~~up-to-date~~based ~~and~~on ~~accurate~~ data tothat ~~display. As a next step,~~ we ~~apply~~receive ~~our~~from ~~search~~third ~~logic~~parties. toWe ~~the data, and~~ overlay ~~additional~~this ~~local~~ information ononto ~~schools,~~our ~~crime,~~maps ~~neighborhood amenities, home values,~~ and ~~other~~color ~~community~~code ~~information.~~the ~~The~~data ~~final~~points ~~product~~with is a ~~complete~~sliding ~~profile~~color ofscale ato ~~property~~differentiate orbetween ~~listing~~schools with ~~property facts~~low, ~~price data~~medium, ~~local~~or ~~information,~~high ~~and agent contact information, which we publish in our marketplace in an intuitive and engaging user experience~~ratings.

In• ~~addition~~Crime. We receive raw data from third parties about the occurrence, ~~for~~type, location, and description of non-violent and violent crime. We conduct proprietary analysis on the data and aggregate our ~~Market~~findings ~~Leader solutions~~into a tabular format or into our proprietary crime heat map. Our crime heat map provides an overview, wevisualized ~~process~~through ~~data~~a ~~feeds~~sliding ~~from~~color ~~approximately~~scale ~~500~~of ~~multiple~~the ~~listing~~incidence ~~services~~of tocrime ~~populate~~in the ~~more~~area ~~than~~and ~~126,000~~highlights ~~real~~in ~~estate~~callout ~~professional~~text ~~websites~~boxes wethe ~~host.~~number of violent crimes in the area.

~~Local~~• ~~information~~Enhanced map visualizations of natural disasters. We enable consumers to view historical earthquake and flood data, allowing them to assess the risk of these natural disasters on a block-by-block level. We also provide interactive natural hazard maps pinpointing areas across the United States that are prone to hurricanes, wildfires, and tornadoes. With these maps, users are able to visualize where their dream home is located relative to where natural hazards have hit. Our map visualizations are also fully integrated into our mobile offerings.

We• ~~inform~~Neighborhood ~~consumers~~amenities. onWe ~~what~~provide itthe islocation, ~~like~~names, toand ~~live~~ratings ~~in a~~of ~~neighborhood~~nearby ~~by delivering insights on schools~~restaurants, ~~crime,~~grocery ~~neighborhood amenities~~stores, ~~commute times~~banks, ~~home~~and ~~values,~~gas ~~historical~~stations ~~earthquake,~~on ~~flood~~our ~~and~~maps ~~other~~based ~~natural~~on ~~disaster~~ data, ~~and~~that ~~other~~we ~~community~~receive ~~information.~~from Yelp.

• ~~Schools~~Home values. WeBased ~~provide~~on ~~information~~our onanalysis ~~schools~~of bythe ~~district,~~sales ~~type,~~records ~~parent~~and ~~reviews~~property information in our database, we have developed market- and ~~ratings~~local-level views of the trends in price, ~~which~~number isof ~~based~~sales, onand ~~data~~number ~~that~~of welistings ~~receive~~by ~~from~~property ~~third~~type ~~parties.~~and Welocation, ~~overlay~~which ~~this~~we ~~information~~publish ~~onto~~on our ~~maps~~listings pages and ~~color~~on ~~code~~ the ~~data~~Local ~~points~~Info ~~with~~section aof ~~sliding~~our ~~color~~website ~~scale~~in tointeractive ~~differentiate~~chart ~~between~~formats ~~schools~~and ~~with~~in ~~low,~~our ~~medium,~~proprietary orheat ~~high~~map ~~ratings~~format.

8• Other community information. We analyze data from the U.S. Census Bureau to provide users with information on how the median household and family income, age of homes, and commute times of a neighborhood compare to those of the city.

Additionally, we have an agreement with Google to use its basic maps, over which we integrate our proprietary insights.

~~Index~~User-generated tocontent ~~Financial Statements~~

•The ~~Crime.~~user-generated Wedata ~~receive~~in ~~raw~~our ~~data~~marketplace ~~from~~is ~~third~~organized ~~parties~~under ~~about~~ the ~~occurrence,~~Advice ~~type,~~section ~~location, and description~~ of ~~non-violent~~our ~~and~~website ~~violent~~by ~~crime.~~type Weof ~~conduct~~content, ~~proprietary~~questions ~~analysis on the data~~ and answers, ~~aggregate~~blogs, ~~our~~real ~~findings~~estate ~~into~~guides, aand ~~tabular~~along ~~format~~topics orrelevant ~~into~~to our ~~proprietary~~audience ~~crime~~such ~~heat~~as ~~map.~~local ~~Our~~information, ~~crime~~tips ~~heat~~on ~~map~~home ~~provides~~buying anand ~~overview~~selling, ~~visualized~~and ~~through~~observed amarket ~~sliding~~trends. ~~color~~We ~~scale~~also ofallow ~~the~~real ~~incidence~~estate ofprofessionals ~~crime~~to inpublish ~~the~~their ~~area~~own profile and receive ~~highlights~~recommendations infrom ~~callout~~their ~~text~~clients ~~boxes~~under the ~~number~~Find ofan ~~violent~~Agent ~~crimes~~section inof ~~the~~our ~~area~~website.

•The ~~Enhanced~~content ~~map~~in ~~visualizations~~our marketplace ofis ~~natural~~generated ~~disasters.~~by Weour ~~enable~~vibrant ~~consumers~~community toof ~~view~~users. ~~historical~~Users ~~earthquake~~can ~~and~~vote ~~flood~~on ~~data, allowing them to assess~~ the ~~risk~~quality of ~~these~~content ~~natural~~using ~~disasters~~our on“thumbs aup” ~~block-by-block~~or ~~level.~~“thumbs Wedown” ~~also~~icons ~~provide~~and ~~interactive~~can ~~natural~~follow ~~hazard maps pinpointing areas across~~ the ~~United~~voting ~~States~~results. ~~that are prone to hurricanes~~Additionally, ~~wildfires,~~users ~~and~~can “flag” ~~tornadoes.~~inappropriate ~~With~~content ~~these~~on ~~maps~~our site, ~~users~~which ~~are~~is ~~able~~escalated to ~~visualize~~our ~~where~~Trulia ~~their~~community ~~dream~~team ~~home~~whose isenforcement ~~located~~actions ~~relative~~follow tothe ~~where~~terms ~~natural~~and ~~hazards~~conditions ~~have~~for ~~hit.~~user-submitted ~~Our~~content ~~map~~as ~~visualizations~~published ~~are~~on ~~also fully integrated into~~ our ~~mobile offerings~~website.

•Our ~~Neighborhood~~Products ~~amenities.~~for WeConsumers ~~provide the location, names, and ratings of nearby restaurants, grocery stores, banks, and gas stations on our maps based on data that we receive from Yelp.~~

•Our ~~Home~~products ~~values.~~for ~~Based~~consumers focus on ~~our~~helping ~~analysis~~them offind the ~~sales~~right ~~records~~home. ~~and~~Our ~~property~~consumer ~~information~~products inare ~~our~~offered ~~database,~~for wefree ~~have developed market-~~ and ~~local-level~~provide ~~views~~a ofrobust ~~the~~set ~~trends in price, number~~ of ~~sales,~~tools ~~and~~for ~~number~~evaluating ofwhere ~~listings~~to ~~by property type and location, which we publish on our listings pages and on the Local Info section of our website in interactive chart formats and in our proprietary heat map format~~live.

•Searchable ~~Other~~database community information. We analyze data from the U.S. Census Bureau to provide users with information on how the median household and family income, age of homes, and commute times of a neighborhood compare to those of the city.

~~Additionally,~~Search ~~we have an agreement with Google to use its basic maps, over which we integrate our proprietary insights.~~

~~User-generated~~We ~~content~~maintain one of the largest searchable databases of homes for sale and rent in the United States. Our database includes more than 114.0 million properties with 3.0 million listings of homes for sale and rent. We provide users with the ability to search our database along a variety of parameters as described below:

~~The~~All ~~user-generated~~Properties ~~data~~Sale inproperties ~~our~~only ~~marketplace~~Rentals isonly ~~organized~~Sold ~~under~~properties ~~the~~only ~~Advice~~City ~~section~~Bedrooms ofBathrooms ~~our~~Price ~~website~~range bySquare ~~type~~footage ofProperty ~~content,~~type ~~questions~~Keyword ~~and~~search ~~answers,~~Open ~~blogs,~~houses ~~real~~Year ~~estate~~builtLot ~~guides,~~size ~~and~~Foreclosure ~~along~~type ~~topics~~MLS ~~relevant~~IDPrice ~~to our~~per ~~audience~~square ~~such~~foot asPets ~~local~~Amenities ~~information,~~Time ~~tips~~since onsale home buying and selling, and observed market trends. We also allow real estate professionals to publish their own profile and receive recommendations from their clients under the Find an Agent section of our website. date

~~The~~Our ~~content~~users incan ~~our~~customize ~~marketplace~~their issearch ~~generated~~along byas ~~our~~few ~~vibrant~~or ~~community~~many offeatures ~~users.~~as ~~Users can~~they ~~vote~~prefer onand ~~the~~by ~~quality~~keyword search of ~~content~~specific ~~using~~property ~~our~~attributes. ~~“thumbs~~From ~~up”~~our orsearch ~~“thumbs down” icons and can follow the voting~~ results~~. Additionally~~, users ~~can~~have ~~“flag”~~access ~~inappropriate~~to ~~content~~the ondetailed ~~our~~data ~~site,~~on ~~which~~each ishome ~~escalated~~in to our ~~Trulia~~ ~~community~~database, ~~team~~photos ~~whose~~of ~~enforcement actions follow~~ the ~~terms~~home, and ~~conditions~~the for ~~user-submitted~~sale ~~content~~or asfor ~~published~~rent onlisting ~~our website~~information.

~~Our~~Additionally, ~~Products~~we ~~for~~enhance ~~Consumers~~our users’ experience by giving them the choice to display their search results in listings or map formats. The map format provides the added functionality of polygonal search, which enables users to delineate the precise area of their searches. We offer products that further enhance our users’ experience with visually impactful maps, graphics, and photos of homes and neighborhood characteristics.

~~Our~~Trulia ~~products~~Estimates ~~for consumers focus on helping them find the right home. Our consumer products are offered for free and provide a robust set of tools for evaluating where to live.~~

9Trulia Estimates is our estimate of an off-market property’s value based on our proprietary analysis of relevant home data such as recent sales of similar homes and property facts. This search function allows users to conduct a precise search by street address to find our estimate of the value of that home. Additionally, home owners may claim their home in our database and edit their home’s specific facts and details so that our proprietary system can revise its estimated value.

Rich insights and content

We provide users with rich insights and content that are critical to a successful home search and that cannot be discovered through home listings data alone. We deliver these insights through the following products:

~~Index~~• Local Info. We aggregate local data from a variety of sources and make it more useful to ~~Financial~~our ~~Statements~~consumers through Google Maps overlays using our proprietary data visualization tools. These types of local insights include crime heat maps, historical earthquake, flood and other natural disaster data maps, school boundary and performance statistics, local amenity location and reviews through our integration with Yelp, and commute information.

~~Searchable~~• ~~database~~Advice. We provide our users with insights on homes, neighborhoods, and real estate professionals based on the advice generated by our active community of contributors. Users of our marketplace can post questions and receive answers in the Trulia Voices portion of our website and also scour the collection of advice columns and blogs that other users post. With over 16.6 million unique user contributions and over 1.4 million topics discussed on Trulia Voices, we believe we have amassed the largest online collection of user-generated content in the U.S. residential real estate market. This gives our users access to the insights of consumers, local enthusiasts, and real estate professionals who are knowledgeable about the neighborhoods in which our users are searching.

~~Search~~• Find an Agent. We provide consumers with a directory that includes more than 2.8 million real estate professionals that is searchable by location, name, and type of professional. Our platform integrates with Facebook to leverage the power of social networks for clients to recommend real estate professionals and for real estate professionals to take advantage of online “word of mouth” referrals. For example, a consumer searching for a real estate agent in our marketplace can quickly find whether someone in their social network has recommended an agent in a particular area in which they are looking.

We• ~~maintain~~Value ~~one~~information. ofEach property detail page features information and analytics on the ~~largest~~property ~~searchable~~value, ~~databases~~including price comparisons of ~~homes~~similar ~~for~~properties ~~sale~~based ~~and~~on ~~rent~~median inhome ~~the~~sale ~~United~~data ~~States.~~by ~~Our~~neighborhood, ~~database~~zip ~~includes~~code ~~more~~and ~~than 113.2 million~~city, ~~properties~~price ~~with~~history ~~4.0 million~~and ~~listings~~trends, ofand ~~homes~~property ~~for~~taxes ~~sale~~based ~~and~~on ~~rent~~assessed property values. We ~~provide~~believe this information helps users ~~with~~better assess the ~~ability~~value toof ~~search~~the ~~our~~property ~~database~~beyond ~~along~~what acan ~~variety~~be ofgleaned ~~parameters~~from asprice ~~described~~data ~~below:~~ alone.

~~All~~• ~~Properties~~Mortgage. ~~Sale~~Given ~~properties~~the ~~only~~significant ~~Rentals~~cost ~~only~~of ~~Sold~~a ~~properties~~home ~~only~~purchase, ~~City~~we ~~Bedrooms~~provide ~~Bathrooms~~our ~~Price~~users ~~range~~with ~~Square~~guides ~~footage~~on ~~Property~~how ~~type~~to ~~Keyword~~finance ~~search~~their ~~Open~~purchase, ~~houses~~information ~~Year~~on ~~builtLot~~mortgage ~~size~~rate ~~Foreclosure~~trends, ~~type~~and ~~MLS~~calculators ~~IDPrice~~to ~~per~~determine ~~square~~their ~~foot~~estimated ~~Pets~~mortgage ~~Amenities~~payment ~~Time~~based ~~since~~on ~~sale~~the ~~date~~rates and terms quoted.

~~Our~~Mobile users can customize their search along as few or many features as they prefer and by keyword search of specific property attributes. From our search results, users have access to the detailed data on each home in our database, photos of the home, and the for sale or for rent listing information.

~~Additionally,~~Our weproducts ~~enhance~~are ~~our~~accessible ~~users’~~anytime ~~experience~~and byanywhere ~~giving~~online ~~them the choice to display their search results in listings or map formats.~~and ~~The~~on ~~map~~mobile ~~format provides the added functionality of polygonal search, which enables users to delineate the precise area of their searches~~devices. We ~~offer~~provide ~~products~~the ~~that~~following ~~further~~differentiated ~~enhance~~Trulia ~~our~~mobile ~~users’~~applications ~~experience~~for ~~with~~consumers ~~visually~~on ~~impactful~~several ~~maps,~~major ~~graphics,~~mobile ~~and photos~~platforms ~~of homes~~ and ~~neighborhood~~devices: ~~characteristics.~~

~~Trulia~~• ~~Estimates~~m.trulia.com: A mobile-optimized website accessible on mobile device browsers

~~Trulia~~• ~~Estimates~~Real isEstate ~~our~~App: ~~estimate~~Our ~~of an off~~full-~~market~~featured ~~property’s~~Trulia ~~value~~real ~~based~~estate onmobile ~~our~~application, ~~proprietary~~available ~~analysis~~on ofiPhone, ~~relevant~~iPad, ~~home~~Android data such as recent sales of similar homes and property facts. This search function allows users to conduct a precise search by street address to find our estimate of the value of that home. AdditionallyPhone, ~~home~~Android ~~owners~~Tablet ~~may claim their home in our database~~ and ~~edit~~Kindle ~~their home’s specific facts and details so that our proprietary system can revise its estimated value~~Fire.

~~Rich~~• ~~insights~~Rental App: Our mobile application optimized for users looking to rent a home, which is available on iPhone, iPad, Android Phone, Android Tablet and ~~content~~Kindle Fire, and provides a mobile offering customized to the needs of our rapidly growing rentals audience.

We• ~~provide~~Agents ~~users~~App: ~~with~~Our ~~rich~~mobile ~~insights~~application ~~and~~optimized ~~content~~for ~~that~~real ~~are~~estate ~~critical~~professionals, toavailable aon ~~successful~~iPhone ~~home search~~ and ~~that~~Android ~~cannot be discovered through home listings data alone~~Phone. ~~We deliver these insights through the following products:~~

• ~~Local~~Mortgage ~~Info.~~App: WeOur ~~aggregate~~mobile ~~local~~application ~~data~~optimized ~~from~~for ausers ~~variety~~looking offor ~~sources~~mortgage ~~and make it more useful to our consumers through Google Maps overlays using our proprietary data visualization tools. These types of local insights include crime heat maps~~information, ~~historical~~available ~~earthquake,~~on ~~flood~~iPhone and ~~other natural disaster data maps, school boundary and performance statistics, local amenity location and reviews through our integration with Yelp, and commute information~~iPad.

•10 Advice. We provide our users with insights on homes, neighborhoods, and real estate professionals based on the advice generated by our active community of contributors. Users of our marketplace can post questions and receive answers in the Trulia Voices portion of our website and also scour the collection of advice columns and blogs that other users post. With over 11.8 million unique user contributions and over 1.1 million topics discussed on Trulia Voices, we believe we have amassed the largest online collection of user-generated content in the U.S. residential real estate market. This gives our users access to the insights of consumers, local enthusiasts, and real estate professionals who are knowledgeable about the neighborhoods in which our users are searching.

• Find an Agent. We provide consumers with a directory that includes more than 1.0 million real estate professionals that is searchable by location, name, and type of professional. Our platform integrates

~~Index~~Our toProducts ~~Financial~~for ~~Statements~~Real Estate Professionals

~~with~~We ~~Facebook~~sell three sets of products to ~~leverage~~real ~~the~~estate ~~power~~professionals ofon ~~social~~a ~~networks~~subscription ~~for~~basis. ~~clients~~The tofirst ~~recommend~~set of products enables real estate professionals ~~and~~to ~~for~~promote ~~real~~themselves to potential buyers or sellers by targeting a local market area. Real estate professionals topurchase ~~take~~subscriptions ~~advantage~~to ofthese ~~online~~products ~~“word~~for oftheir ~~mouth”~~desired ~~referrals.~~city ~~For~~or ~~example~~zip code, at a ~~consumer~~fixed ~~searching~~monthly price, for aperiods ~~real~~ranging from ~~estate~~one ~~agent~~month into ~~our~~one ~~marketplace~~year, ~~can~~with ~~quickly~~pricing ~~find~~depending ~~whether~~on ~~someone~~demand, inlocation, ~~their~~and ~~social~~the ~~network~~percentage ~~has~~of ~~recommended~~market anshare ~~agent~~purchased inor aestimated ~~particular~~number ~~area~~of inleads. ~~which~~These ~~they~~products ~~are~~include: ~~looking.~~

• ~~Value~~Trulia ~~information~~Local Ads. ~~Each~~Real ~~property~~estate ~~detail~~professionals ~~page~~can ~~features~~purchase ~~information~~local ~~and~~advertising ~~analytics~~ on ~~the~~Trulia’s ~~property~~website ~~value, including price comparisons of similar properties based on median home sale data~~ by ~~neighborhood,~~ zip code ~~and~~or city, ~~price history~~ and ~~trends,~~by ~~and~~share ~~property~~of ~~taxes~~a ~~based~~given ~~on assessed property values~~market. WeThis ~~believe~~functionality ~~this~~enables ~~information~~them ~~helps~~to ~~users~~enhance ~~better~~their ~~assess~~presence ~~the~~in ~~value~~their ofchosen ~~the~~market ~~property~~and ~~beyond~~generate ~~what~~more ~~can be gleaned from price data alone~~leads.

• ~~Mortgage.~~Trulia ~~Given~~Mobile ~~the~~Ads. ~~significant~~Real ~~cost~~estate ofprofessionals acan ~~home~~ purchase, welocal ~~provide~~advertising on our ~~users~~mobile ~~with~~applications ~~guides~~and onmobile ~~how~~website toby ~~finance~~zip ~~their~~code ~~purchase,~~and ~~information~~by onshare ~~mortgage~~of ~~rate~~a ~~trends,~~given ~~and~~market. ~~calculators~~This functionality enables them to ~~determine~~feature their ~~estimated~~profile ~~mortgage~~and ~~payment~~contact ~~based~~information on ~~the~~search ~~rates~~results and ~~terms~~listings, ~~quoted~~thereby enhancing their visibility with transaction-ready consumers.

~~Mobile~~• Trulia Seller Ads. Real estate professionals can purchase differently priced Trulia Seller Ads packages to generate leads from consumers interested in selling their homes. This functionality enables them to market directly to sellers through a free home value report that features the real estate professional and includes useful valuation information, such as price history and comparable homes sold.

Our second set of products ~~are~~allows ~~accessible~~real ~~anytime~~estate ~~and~~professionals ~~anywhere~~to ~~online~~receive ~~and~~prominent onplacement ~~mobile~~of ~~devices~~their listings in our search results. WeReal ~~provide~~estate ~~the~~professionals ~~following~~sign ~~differentiated~~up ~~Trulia~~for ~~mobile~~new ~~applications~~subscriptions to this product at a fixed monthly price for ~~consumers~~periods onthat ~~several~~generally ~~major~~range ~~mobile~~from ~~platforms~~1 ~~and~~month ~~devices:~~to 24 months. This set of products includes:

• mTrulia Pro.~~trulia~~ Real estate agents can purchase one of three differently priced Trulia Pro packages to enhance their online presence, feature their listings in search results, and interact with potential clients more effectively.~~com:~~ ABenefits ~~mobile-optimized~~include ~~website~~enhanced ~~accessible~~lead ongeneration, greater local lead rotation, featured listings, robust property pages, detailed contact information in search results, instant leads via mobile, ~~device~~and ~~browsers~~integrated recommendations with Facebook. We provide similar products to real estate brokers under the name Premium Listings.

•Our ~~Real~~third ~~Estate~~set ~~App:~~of ~~Our~~products ~~full~~is our comprehensive software-~~featured~~as-a-service ~~Trulia~~that allows real estate ~~mobile~~professionals ~~application,~~to ~~available~~manage onand ~~iPhone,~~cultivate clients ~~iPad,~~and ~~Android~~potential ~~Phone,~~clients ~~Android~~by ~~Tablet~~automating daily tasks and ~~Kindle~~efficiently ~~Fire~~marketing their services. We charge real estate professionals subscription fees for our software-as-a-service products. We also generate revenue through enterprise marketing agreements with real estate franchise networks. We provide a base level software-as-a-service product to all agents and/or brokerages in these franchise networks in exchange for certain minimum payments from the real estate franchise networks. We also generate revenue through the sale of premium software and marketing products to individual agents, teams and brokerage offices within these real estate franchise networks.

•With ~~Rental~~our ~~App: Our mobile application optimized for users looking to rent~~ software-as-a-service-based ~~home,~~marketing ~~which is available on iPhone~~products, ~~iPad,~~we ~~Android~~offer ~~Phone,~~a ~~Android~~bundle ~~Tablet~~of ~~and~~services ~~Kindle~~that ~~Fire,~~may ~~and~~include ~~provides~~some aor ~~mobile~~all ~~offering~~of ~~customized to~~ the ~~needs of our rapidly growing rentals audience.~~following:

• ~~Agents~~Software-as-a-service, ~~App:~~including ~~Our~~customer ~~mobile~~relationship ~~application~~management ~~optimized~~(CRM) ~~for~~tools, personalized websites, marketing tools, and content designed to help real estate professionals, ~~available~~build ononline ~~iPhone~~relationships ~~and~~with ~~Android~~prospective ~~Phone~~home buyers and sellers.

• ~~Mortgage~~Marketplace ~~App:~~products ~~Our~~that ~~mobile~~utilize ~~application~~our ~~optimized~~advertising ~~for~~expertise ~~users~~and ~~looking~~leverage ~~for~~our ~~mortgage~~national ~~information,~~real ~~available~~estate onwebsites ~~iPhone~~to ~~and~~produce ~~iPad~~leads in the local neighborhoods where real estate professionals do business.

~~Our~~• ~~Products~~Community ~~for~~and ~~Real~~training ~~Estate~~services ~~Professionals~~that enable real estate professionals to share and learn best practices to help them close more business with consumers.

We11 sell three sets of products to real estate professionals on a subscription basis. The first set of products enables real estate professionals to promote themselves to potential buyers or sellers by targeting a local market area. Real estate professionals purchase subscriptions to these products for their desired city or zip code, at a fixed monthly price, for periods ranging from one month to one year, with pricing depending on demand, location, and the percentage of market share purchased or estimated number of leads. These products include:

• Trulia Local Ads. Real estate professionals can purchase local advertising on Trulia’s website by zip code or city and by share of a given market. This functionality enables them to enhance their presence in their chosen market and generate more leads.

• Trulia Mobile Ads. Real estate professionals can purchase local advertising on our mobile applications and mobile website by zip code and by share of a given market. This functionality enables them to feature their profile and contact information on search results and listings, thereby enhancing their visibility with transaction-ready consumers.

• Trulia Seller Ads. Real estate professionals can purchase differently priced Trulia Seller Ads packages to generate leads from consumers interested in selling their homes. This functionality enables them to market directly to sellers through a free home value report that features the real estate professional and includes useful valuation information, such as price history and comparable homes sold.

~~Index~~We also offer real estate professionals a set of free products that allows them to ~~Financial~~promote themselves ~~Statements~~and their listings online and to connect with consumers searching to buy or sell homes. Our free products include:

~~Our~~• ~~second~~Property ~~set~~listings. ofWe ~~products~~offer ~~allows~~ real estate professionals tothe ~~receive~~ability ~~prominent placement of their listings in our search results. Real estate professionals sign up for new subscriptions~~ to ~~this~~reach ~~product at~~ a ~~fixed~~large, ~~monthly~~transaction-ready ~~price~~audience ~~for~~and ~~periods~~the ~~that~~potential ~~generally~~to ~~range~~acquire ~~from~~leads 1by ~~month~~listing totheir 24properties ~~months.~~in ~~This~~our ~~set~~marketplace offor ~~products includes:~~ free.

• ~~Trulia~~Mobile ~~Pro~~application. ~~Real~~We ~~estate~~have ~~agents~~developed ~~can~~an ~~purchase~~Agent ~~one~~App offor ~~three~~the ~~differently~~iPhone ~~priced~~and ~~Trulia~~Android ~~Pro~~Phone ~~packages~~that toenables ~~enhance~~real ~~their~~estate ~~online~~professionals ~~presence,~~to ~~feature~~manage their ~~listings~~businesses inanytime ~~search results,~~ and ~~interact with potential clients more effectively~~anywhere. Benefits include enhanced lead generation, greater local lead rotation, featured listings, robust property pages, detailed contact information in search results, instant leads via mobile, and integrated recommendations with Facebook. We provide similar products to real estate brokers under the name Premium Listings.

~~Our~~• ~~third~~Agent ~~set~~profile. ofAgents ~~products~~can iscreate ~~our~~their ~~comprehensive~~own ~~software-as-a-service~~profile ~~that~~in ~~allows~~our ~~real~~marketplace ~~estate~~by ~~professionals~~posting tocontact ~~manage~~information, ~~and~~photos, ~~cultivate clients~~ and ~~potential~~qualifications, ~~clients by automating daily tasks~~ and ~~efficiently~~can ~~marketing~~manage their ~~services.~~brand Weby ~~charge~~linking ~~real~~their ~~estate~~profile ~~professionals~~to ~~subscription~~their ~~fees~~activity ~~for~~on our ~~software-as-a-service~~forums ~~products.~~and Weto ~~also generate revenue through enterprise marketing agreements with real estate franchise networks~~Facebook. WeAgent ~~provide~~profiles aare ~~base~~posted ~~level~~on ~~software-as-a-service product to all agents and/or brokerages in these franchise networks in exchange for certain minimum payments from~~ the ~~real~~Find ~~estate~~an ~~franchise~~Agent ~~networks.~~section ~~We also generate revenue through the sale~~ of ~~premium~~our ~~software and marketing products to individual agents, teams and brokerage offices within these real estate franchise networks~~website.

~~With~~• Communities. Through our ~~software-as-a-service-based~~Trulia ~~marketing~~Voices ~~products~~forum and our Active Rain network, we ~~offer~~enable areal ~~bundle~~estate ofprofessionals ~~services~~to ~~that~~promote ~~may~~their ~~include~~presence ~~some~~by orallowing ~~all~~them to connect meaningfully with consumers, network with other professionals, follow topics of ~~the~~interest ~~following:~~ to their audience, receive updates on neighborhoods, and broadcast their thoughts on our blogging platform.

• ~~Software-as-a-service,~~Recommendations. ~~including~~We ~~customer~~have ~~relationship~~built ~~management~~social ~~(CRM)~~search ~~tools,~~functionality ~~personalized~~into ~~websites,~~our ~~marketing~~Find ~~tools,~~an ~~and~~Agent ~~content~~database ~~designed~~of toagent ~~help~~profiles where users can sort agent profiles by number of recommendations. Additionally, real estate professionals ~~build~~can ~~online~~publish ~~relationships~~their ~~with~~recommendations ~~prospective~~on ~~home~~their ~~buyers~~Facebook ~~and~~Wall ~~sellers~~through integration with Facebook Connect.

• ~~Marketplace~~Check-ins. ~~products~~Our ~~that~~real ~~utilize~~estate ~~our~~professionals ~~advertising~~can ~~expertise~~“check-in” ~~and~~on ~~leverage~~the ~~our~~Trulia ~~national~~mobile ~~real~~agent ~~estate~~application ~~websites~~ to ~~produce~~establish ~~leads~~their inpresence ~~the~~at ~~local~~a ~~neighborhoods where real estate professionals do business~~property.

• ~~Community~~Agent training and ~~training~~advice ~~services~~blogs. ~~that~~We ~~enable~~publish two blogs, Trulia Pro and Trulia Corporate, written by real estate ~~professionals~~industry toexperts ~~share~~with ~~and~~whom ~~learn~~we ~~best~~partner ~~practices~~ to ~~help~~provide ~~them~~tips, ~~close~~advice, ~~more~~and ~~business~~education ~~with~~for ~~consumers~~buyers, sellers, and renters.

We• ~~also~~Tools and widgets. We offer real estate professionals a ~~set~~number of ~~free~~tools ~~products~~and widgets that ~~allows~~they ~~them~~can incorporate into their personal websites to ~~promote themselves~~display ~~and~~local ~~their~~real ~~listings~~estate ~~online~~information ~~and~~such as a slideshow widget to ~~connect~~play ~~with~~photos ~~consumers~~of ~~searching~~properties or a widget to ~~buy~~broadcast ortheir ~~sell~~contributions ~~homes.~~on ~~Our~~Trulia ~~free~~Voices ~~products~~on ~~include:~~their blog or website.

•Our ~~Property~~Products ~~listings. We offer real estate professionals the ability to reach a large, transaction-ready audience and the potential to acquire leads by listing their properties in our marketplace~~ for ~~free.~~Advertisers

•We ~~Mobile~~sell ~~application.~~display Wemedia ~~have~~advertising ~~developed~~on ana ~~Agent~~cost-per-impression ~~App~~and ~~for~~cost-per-click basis to national advertisers seeking to reach the ~~iPhone~~large and ~~Android~~attractive ~~Phone~~audience ~~that~~for ~~enables~~our ~~real~~online ~~estate~~properties ~~professionals~~and tothose ~~manage~~of our publisher partners. We display their ~~businesses~~advertisements ~~anytime~~on our home page and ~~anywhere~~on individual web pages through graphical displays and text links, and help these customers optimize their advertisements’ effectiveness through our robust targeting capabilities. We also offer display media advertising on our mobile website that is optimized for mobile device web browsers.

• Agent profile. Agents can create their own profile in our marketplace by posting contact information, photos, and qualifications, and can manage their brand by linking their profile to their activity on our forums and to Facebook. Agent profiles are posted on the Find an Agent section of our website.Seasonality

•From ~~Communities~~time to time, we experience seasonality in subscription revenue and display advertising due to fluctuations in traffic to our website and mobile applications. ~~Through~~During the fourth quarter of each year, traffic to our ~~Trulia~~marketplace ~~Voices~~has ~~forum~~historically declined and our ~~Active~~revenue ~~Rain~~has ~~network~~historically grown more slowly than in other quarters or has declined sequentially. Conversely, we ~~enable~~typically ~~real~~experience ~~estate~~higher ~~professionals~~growth toin ~~promote~~traffic ~~their~~and ~~presence~~revenue byduring ~~allowing~~the ~~them~~spring toand ~~connect~~summer ~~meaningfully~~months, ~~with~~when consumers, ~~network~~are ~~with~~more ~~other~~likely ~~professionals,~~to ~~follow~~buy ~~topics~~new ofhomes. ~~interest~~We toexpect ~~their~~that ~~audience,~~seasonality ~~receive~~will ~~updates~~continue onto ~~neighborhoods,~~affect ~~and~~traffic ~~broadcast~~in ~~their~~our ~~thoughts~~marketplace, onas well as our ~~blogging~~revenue ~~platform~~from subscriptions and advertising.

~~• Recommendations.~~ We ~~have~~rely ~~built~~on ~~social~~advertising ~~search~~to ~~functionality~~attract ~~into~~consumers to our ~~Find~~Market anLeader ~~Agent~~websites ~~database~~and to ofgenerate ~~agent~~traffic ~~profiles~~and ~~where~~leads ~~users~~on ~~can~~these ~~sort~~websites. ~~agent~~As ~~profiles~~a byresult, ~~number~~we ofare ~~recommendations.~~subject ~~Additionally,~~to ~~real~~seasonal ~~estate~~fluctuations ~~professionals~~in ~~can~~advertising ~~publish~~rates ~~their~~and ~~recommendations~~marketing onservices. ~~their~~Changing ~~Facebook~~consumer ~~Wall~~behavior ~~through~~at ~~integration~~various ~~with~~times ~~Facebook~~throughout ~~Connect~~the year affects our advertising expenses. We expect

•12 ~~Check-ins. Our real estate professionals can “check-in” on the Trulia mobile agent application to establish their presence at a property.~~

~~Index~~ that toseasonal ~~Financial~~fluctuations ~~Statements~~in advertising costs will affect our operating expenses, as well as our operating margins.

•Technology ~~Agent training~~ and ~~advice~~Engineering ~~blogs. We publish two blogs, Trulia Pro and Trulia Corporate, written by real estate industry experts with whom we partner to provide tips, advice, and education for buyers, sellers, and renters.~~

•Product ~~Tools~~development and ~~widgets.~~innovation Weare ~~offer~~core pillars ~~real estate professionals a number~~ of ~~tools~~our ~~and~~engineering ~~widgets~~culture that ~~they~~aims ~~can incorporate into their personal websites~~ to ~~display~~delight ~~local~~our ~~real~~users ~~estate~~and ~~information~~customers ~~such~~with asour aproducts. ~~slideshow~~We ~~widget~~provide toour ~~play~~web ~~photos~~and ofmobile ~~properties~~products orusing a ~~widget~~combination toof ~~broadcast~~in-house ~~their~~and ~~contributions~~third-party ontechnology ~~Trulia~~and ~~Voices on their blog or website~~products.

~~Our~~Big ~~Products~~data ~~for~~and ~~Advertisers~~proprietary algorithms. We have developed our technology platform to handle data at large scale. On a daily basis, we process several million home listings from thousands of data feeds through our proprietary algorithms and heuristic data validation engine to sort, augment, and select the most up-to-date and accurate data to display.

Infrastructure. We ~~sell~~currently ~~display~~manage ~~media~~our ~~advertising~~www.trulia.com onwebsite and mobile applications from four locations. The primary location where we host our production environment, is within a ~~cost-per-impression~~shared ~~and~~data ~~cost-per-click~~center ~~basis~~in toSanta ~~national~~Clara, ~~advertisers~~California. ~~seeking~~We toalso ~~reach~~placed ~~the~~into ~~large~~service ~~and~~a ~~attractive~~second ~~audience~~hosted ~~for~~facility, ~~our~~located ~~online~~in ~~properties~~Denver, ~~and~~Colorado ~~those~~in of2013, where we support our production environment and provide ~~publisher~~redundancy, ~~partners~~backup, and load balancing. We ~~display~~use ~~their~~a ~~advertisements~~third onhosted facility, located in Oakland, California, for production service backup and for our ~~home~~development ~~page~~environment. Our website and onmobile ~~individual~~applications ~~web~~are ~~pages~~designed ~~through~~to ~~graphical~~have ~~displays~~high availability, from the Internet connectivity providers we choose, to the servers, databases, and ~~text~~networking ~~links~~hardware that we deploy. Our Market Leader operations are hosted in Bellevue, Washington, at co-location facilities in Kent, Washington and ~~help~~at ~~these~~other locations ~~customers~~operated ~~optimize~~by ~~their~~third ~~advertisements’~~parties. ~~effectiveness~~We ~~through~~design our ~~robust~~systems ~~targeting capabilities~~such that the failure of any individual component is not expected to affect the overall availability of our platform. We also ~~offer~~leverage ~~display~~content ~~media~~delivery ~~advertising~~networks onand ~~our~~use ~~mobile~~other ~~website~~third-party cloud ~~that~~computing isservices, ~~optimized~~including ~~for~~map-related ~~mobile~~and ~~device~~ad ~~web~~serving ~~browsers~~services, to ensure fast and local access to content. We employ a host of encryption, antivirus, firewall, monitoring, and patch-management technology to protect and maintain our systems.

~~Seasonality~~Innovation. In addition to our new product development efforts, we encourage technological advances by directing a portion of our engineering team’s time towards organized innovation days. Each quarter, our product managers and engineers share ideas and experiments and recruit their peers to join their projects to bring a new concept to life. As progress is shared with the larger group, these new ideas receive additional input and product planning and are frequently the basis of new products and features we offer.

~~From~~Agile ~~time~~methodology ~~to time, we experience seasonality in subscription revenue~~ and ~~display~~quality ~~advertising~~focus. ~~due~~Our tosoftware ~~fluctuations~~development ~~in traffic~~methodology tois ~~our~~agile ~~website~~ and ~~mobile~~promotes ~~applications.~~teamwork, ~~During the fourth quarter of each year~~collaboration, ~~traffic to our marketplace has historically declined~~ and ~~our~~process ~~revenue~~adaptability ~~has~~throughout ~~historically~~the ~~grown~~life ~~more~~cycle ~~slowly~~of ~~than~~a indevelopment ~~other quarters or has declined sequentially~~project. ~~Conversely,~~We webelieve ~~typically~~this ~~experience~~methodology ~~higher~~yields ~~growth~~robust, inhigh ~~traffic~~quality, ~~and~~efficient, ~~revenue during the spring~~ and ~~summer~~nimble ~~months,~~software ~~when~~development. ~~consumers~~We ~~are~~also ~~more~~invest ~~likely~~heavily toin ~~buy~~the ~~new~~quality ~~homes.~~of Weour ~~expect~~technology ~~that~~with ~~seasonality~~robust ~~will~~testing ~~continue~~at toeach ~~affect~~stage ~~traffic~~ in our ~~marketplace,~~development ~~as well as our revenue from subscriptions and advertising~~process.

WeIn ~~rely~~June on2012, ~~advertising~~we toentered ~~attract~~into ~~consumers~~a toPlatform Services Agreement (the “ListHub Agreement”) with Move Sales, Inc., (“ListHub”), which provides us with a substantial portion of the unique listings in our ~~Market~~marketplace. ~~Leader~~This ~~websites~~agreement ~~and~~supersedes our prior agreement with ListHub for the provision by ListHub of listings to us. Under the terms of this agreement, ListHub grants to ~~generate~~us ~~traffic~~a ~~and~~nonexclusive ~~leads~~license to display listings on our platform and use these ~~websites.~~listings Asfor athe ~~result,~~purpose weof ~~are~~providing ~~subject~~real estate professionals with information relating to ~~seasonal~~lead ~~fluctuations~~generation inmanagement and advertising products. ~~rates~~This agreement contains a 48-month term and ~~marketing~~renews ~~services~~automatically for additional one year terms unless canceled upon the provision of 90 days prior notice by either party. ~~Changing~~This ~~consumer~~agreement ~~behavior~~is atnot ~~various~~cancelable ~~times~~by ~~throughout~~ListHub except in the ~~year~~case ~~affects~~of material uncured breach by us, assignment of the contract by us under certain circumstances and to certain other third parties, or our ~~advertising~~filing ~~expenses.~~for Webankruptcy, insolvency or assignment for the benefit of creditors, or if a receiver is appointed on our ~~expect~~behalf. On February 19, 2015, we received a notice from ListHub, that ~~seasonal~~pursuant ~~fluctuations~~to inthe ~~advertising~~ListHub ~~costs~~Agreement, ~~will~~that ~~affect~~ListHub ~~our~~is ~~operating~~terminating ~~expenses~~the ListHub Agreement effective February 25, 2015, as ~~well~~a asresult ~~our~~of ~~operating~~Zillow’s ~~margins~~acquisition of us. On February 20, 2015, we filed a complaint and an application for a temporary restraining order in the Superior Court of the State

~~Technology and~~13 ~~Engineering~~

Product development and innovation are core pillars of our engineering culture that aims to delight our users and customers with our products. We provide our web and mobile products using a combination of in-house and third-party technology and products.

Big data and proprietary algorithms. We have developed our technology platform to handle data at large scale. On a daily basis, we process several million home listings from thousands of data feeds through our proprietary algorithms and heuristic data validation engine to sort, augment, and select the most up-to-date and accurate data to display.

Infrastructure. We currently manage our www.trulia.com website and mobile applications from four locations. The primary location where we host our production environment, is within a shared data center in Santa Clara, California. We also placed into service a second hosted facility, located in Denver, Colorado in 2013, where we support our production environment and provide redundancy, backup, and load balancing. We use a third hosted facility, located in Oakland, California, for production service backup and for our development environment. Our website and mobile applications are designed to have high availability, from the Internet connectivity providers we choose, to the servers, databases, and networking hardware that we deploy. Our Market Leader operations are hosted in Bellevue, Washington, at co-location facilities in Kent, Washington and at other locations operated by third parties. We design our systems such that the failure of any individual

~~Index~~ of California, County of San Francisco against ListHub. The complaint and the application allege, among other things, breach of contract by ListHub in seeking to ~~Financial~~terminate ~~Statements~~the ListHub Agreement and seek injunctive relief to prevent termination of the Agreement and termination of the listings feeds ListHub provides to Trulia. On February, 23, 2015, the Superior Court granted our application for a temporary restraining order and set March 12, 2015 as the date for a hearing on a preliminary injunction on the matter.

We maintain our primary technology ~~component~~infrastructure isat ~~not~~a ~~expected~~facility in Santa Clara, California maintained by Equinix Operating Company, Inc., or Equinix. Equinix provides data center space to ~~affect~~us under the ~~overall~~terms ~~availability~~ of ~~our~~a ~~platform~~master service agreement. WeThis ~~also~~agreement ~~leverage~~terminates ~~content~~on ~~delivery~~the ~~networks~~earlier ~~and~~of the ~~use~~date ~~other~~that ~~third-party~~it ~~cloud~~is ~~computing~~terminated ~~services,~~by ~~including~~either ~~map-related and~~party ador ~~serving~~the ~~services,~~last toorder ~~ensure~~made ~~fast~~under ~~and~~the ~~local~~agreement ~~access~~terminates toor ~~content~~expires. WeThis ~~employ~~agreement ais ~~host~~not cancelable by Equinix except in the case of ~~encryption~~material uncured breach by us, ~~antivirus~~the suspension by Equinix three or more times during any twelve month period of its services pursuant to the terms of this agreement, ~~firewall~~our liquidation, ~~monitoring~~cessation to do business or insolvency, ~~and~~or ~~patch-management~~the ~~technology~~condemnation toof ~~protect~~the ~~and~~physical ~~maintain~~space ~~our~~subject ~~systems~~to this agreement.

~~Innovation.~~Marketing In addition to our new product development efforts, we encourage technological advances by directing a portion of our engineering team’s time towards organized innovation days. Each quarter, our product managers and engineers share ideas and experiments and recruit their peers to join their projects to bring a new concept to life. As progress is shared with the larger group, these new ideas receive additional input and product planning and are frequently the basis of new products and features we offer.

~~Agile~~Our ~~methodology~~principal marketing strategy has been to develop a superior user experience that will drive audience growth and ~~quality~~brand ~~focus~~recognition. ~~Our~~We ~~software~~have ~~development~~not ~~methodology~~historically isspent ~~agile~~significantly ~~and~~on ~~promotes~~marketing ~~teamwork~~programs, ~~collaboration,~~but have focused on organic and ~~process~~viral ~~adaptability~~growth ~~throughout~~driven ~~the~~by ~~life~~our user ~~cycle~~base. ofWe acurrently expect that our marketing and product development ~~project~~expenses are likely to increase as we seek to attract additional consumers and real estate professionals to our marketplace. We ~~believe~~For ~~this~~example, ~~methodology~~we ~~yields~~launched ~~robust~~a multi-channel, ~~high~~national marketing ~~quality~~campaign in 2014 to drive awareness of our brand, ~~efficient~~especially among consumers in the market ready to move. As our consumer audience has grown, ~~and~~real ~~nimble~~estate ~~software~~professionals ~~development~~have followed consumers to Trulia. We have also ~~invest~~grown ~~heavily~~our inbrand among real estate professionals and the ~~quality~~real ofestate ~~our~~industry ~~technology~~through ~~with~~tradeshow ~~robust~~participation, ~~testing~~social atengagement, ~~each~~and ~~stage~~ongoing ineducation ~~our~~via ~~development~~webinars, ~~process~~newsletters, and word of mouth.

InOur ~~June~~marketing ~~2012,~~strategy weincludes ~~entered~~the ~~into~~use aof ~~Platform~~paid ~~Services~~channels ~~Agreement~~such ~~with~~as ~~Move Sales~~SEM, ~~Inc.,~~organic orchannels ~~ListHub,~~such ~~which~~as ~~provides~~SEO usas ~~with~~well aas ~~substantial portion~~engagement ofchannels ~~the~~such ~~unique~~as ~~listings in our marketplace~~email. ~~This~~These ~~agreement~~channels ~~supersedes~~are ~~our~~used ~~prior agreement with ListHub for the provision by ListHub of listings~~ to ~~us.~~drive ~~Under~~consumer ~~the~~visits ~~terms of this agreement, ListHub grants to us a nonexclusive license to display~~and ~~listings~~engagement onacross ~~our~~all ~~platform~~platforms. ~~and~~In ~~use~~addition ~~these~~we ~~listings~~build ~~for~~connections ~~the purpose of providing real estate professionals~~ with ~~information~~consumers ~~relating~~via tosocial ~~lead~~channels ~~generation~~such ~~management~~as Facebook and ~~advertising products~~Twitter. ~~This~~Our ~~agreement~~brand ~~contains~~efforts ainclude ~~48-month~~consumer ~~term~~blogs and ~~renews~~media ~~automatically for~~outreach ~~additional~~efforts ~~one~~that ~~year~~engage ~~terms~~consumers ~~unless~~directly ~~canceled~~with ~~upon~~topical content. ~~the~~This ~~provision~~type of 90content ~~days~~is ~~prior~~used ~~notice~~ by, ~~either~~and ~~party.~~our ~~This~~Chief ~~agreement~~Economist is ~~not~~quoted ~~cancelable~~regularly ~~by ListHub except~~ in, ~~the~~major ~~case~~news ofoutlets, ~~material~~including ~~uncured~~The ~~breach~~Wall byStreet usJournal, orBloomberg, ~~our~~The ~~filing~~New ~~for~~York ~~bankruptcy~~Times, ~~insolvency~~Time ~~or assignment for the benefit of creditors~~Magazine, orand ifU.S. aNews & ~~receiver~~World ~~is appointed on our behalf~~Report.

We• ~~maintain~~Advice ~~our~~for ~~primary~~real ~~technology infrastructure~~estate atprofessionals. aOur ~~facility~~blogs infor ~~Santa~~real ~~Clara,~~estate ~~California maintained by Equinix Operating Company~~professionals, ~~Inc.,~~Trulia orPro ~~Equinix.~~and ~~Equinix~~Trulia provides data center space to us under the terms of a master service agreement. This agreement terminates on the earlier of the date that it is terminated by either party or the last order made under the agreement terminates or expires. This agreement is not cancelable by Equinix except in the case of material uncured breach by usCorporate, ~~the~~written ~~suspension~~ by ~~Equinix~~well-known ~~three~~real orestate ~~more times~~industry ~~during~~experts ~~any~~with ~~twelve~~whom ~~month~~we ~~period of its services pursuant to the terms of this agreement~~partner, ~~our~~elevate ~~liquidation,~~Trulia’s ~~cessation~~brand toawareness doamongst ~~business or insolvency, or~~ the ~~condemnation~~community of ~~the~~real ~~physical~~estate ~~space subject to this agreement~~professionals.

~~Marketing~~• Celebrity and luxury homes. Luxe Living is our blog dedicated to the latest developments on celebrity and luxury homes. This blog and its content have been featured on ExtraTV, E! News, US Weekly, The Los Angeles Times, and more.

~~Our principal marketing strategy has been to develop a superior user experience that will drive audience growth and brand recognition.~~ We ~~have not historically spent significantly on marketing programs, but have focused on organic and viral growth driven by our user base. We currently~~ expect that our ~~marketing~~efforts ~~and product development expenses are likely~~ to ~~significantly~~maintain or increase asconsumer wetraffic ~~seek to attract additional consumers~~ and ~~real~~subscribers ~~estate~~are ~~professionals~~likely to ~~our~~include, ~~marketplace.~~among ~~For~~other ~~example~~things, weincreases ~~recently announced plans~~ to ~~launch~~our ~~a multi-channel, national~~ marketing ~~campaign~~spending inand ~~2014~~expenditures to ~~drive~~increase ~~awareness of our brand, especially among consumers in~~ the ~~market~~number ~~ready~~of ~~to move. As~~ our ~~consumer~~engineering ~~audience~~and ~~has~~product ~~grown, real estate professionals have followed consumers to~~development ~~Trulia~~personnel. We have also grown our brand among real estate professionals and the real estate industry through tradeshow participation, social engagement, and ongoing education via webinars, newsletters, and word of mouth.

14Customers

Real estate professionals that pay for our subscription products include:

•

Agents, who collaborate with consumers, seek leads, and manage transactions;

•

Brokers, which recruit, train, and provide core real estate services to agents; and

•

National real estate franchisors, which provide real estate services to franchisees to enable the growth of their brand.

~~Index~~The majority of our real estate professional subscribers are agents. As of December 31, 2014, we had more than 540,000 active real estate professionals in our Trulia marketplace and 181,000 active real estate professionals using our Market Leader software and services. Approximately 79,300 of these real estate professionals were paying subscribers (assuming a 20% overlap between Trulia subscribers and Market Leader’s premium subscribers). A key focus of our sales and marketing activities has been to ~~Financial~~further ~~Statements~~penetrate the large base of more than 2.8 million real estate professionals in the United States. If we are unable to increase the number of total subscribers in our marketplace, our revenue may not grow and our operating results could suffer.

InOur ~~addition,~~advertising ~~our~~solutions ~~media~~are ~~outreach~~purchased ~~programs~~by ~~have~~a ~~been~~diverse ~~major~~cross-section ~~drivers~~of inbrand ~~growing~~advertisers ~~our~~that ~~brand.~~operate Wewithin the real estate ecosystem, ~~publish~~and athose ~~series~~that ofseek ~~blogs~~to reach our highly educated and ~~actively~~affluent ~~use~~audience. ~~social~~In ~~media~~each toof ~~share~~the years ended December 31, 2014, 2013, and ~~spread~~2012, ~~content~~the onten alargest ~~variety~~advertising ofpartners ~~topics~~for tothe ~~elevate~~respective ~~our~~period ~~brand~~accounted for more than 61%, ~~including:~~65%, and 63%, respectively, of our media revenue.

•No ~~Trends~~customer inrepresented ~~the~~10% ~~real~~or ~~estate~~more ~~market.~~of Wetotal ~~analyze~~revenue ~~publicly~~during ~~available~~the ~~data~~years inended December 31, ~~combination~~2014, ~~with~~2013, ~~the~~and ~~rich~~2012. ~~data~~No ~~and~~customer ~~content~~represented in10% ~~our~~or ~~marketplace~~more toof ~~create~~our ~~unique~~gross ~~and~~accounts ~~proprietary~~receivable ~~insights~~as onof ~~real~~the ~~estate~~year ~~trends~~ended December 31, ~~which~~2014, weand ~~publish~~one oncustomer ~~our~~accounted ~~Trulia~~for ~~Trends blog~~13.0% ~~Our~~of ~~regularly~~the ~~published~~gross ~~blogs~~accounts ~~and~~receivable ~~reports~~as ~~include:~~of December 31, 2013.

•Sales ~~Trulia Price Monitor~~ and ~~Trulia~~Customer ~~Rent~~Support ~~Monitor. Our view on asking home sale and rent prices that is published monthly.~~

•We ~~Housing~~have ~~Barometer.~~dedicated ~~Our~~sales ~~view~~teams ofthat ~~the~~support ~~state~~our ofmarketplace ~~the~~business ~~housing~~and ~~market~~our ~~that~~display isadvertising ~~published monthly~~business.

•For ~~Rent~~our ~~vs.~~marketplace ~~Buy~~business, the majority of our sales are made by our inside sales team that sells our subscription products to real estate professionals. Our ~~analysis~~inside ~~comparing~~sales ~~the~~teams ~~economics~~are located in our Bellevue, Denver, and San Francisco offices and attract new subscribers through a combination of ~~renting~~outbound ~~versus~~calling ~~buying~~and inbound customer requests generated from our website and marketing activities. We also have a field sales team that issells ~~published~~our marketplace ~~quarterly~~products at larger deal sizes to real estate brokers, franchisors, and builders.

•For ~~Metro~~our ~~Movers.~~display ~~Our~~advertising business, ~~observations~~we ofmaintain ~~search~~a ~~trends~~field ~~for~~sales ~~homes~~team ~~within~~based in New York, to specifically target large advertising customers in the ~~United~~real ~~States~~estate and related content categories, such as insurance companies, mortgage providers, and home improvement companies, as well as other brand advertisers that isseek ~~published~~to ~~quarterly~~reach our audience. Our field sales team develops direct relationships with these advertisers and the agencies that serve them.

•We ~~Foreign~~place ~~Buyers~~a high value on providing quality support to our users, marketplace subscribers, and advertisers. Our ~~report~~customer onsupport ~~search~~team, ~~trends~~based ~~for~~in ~~homes~~Bellevue, byDenver, ~~people~~and ~~outside~~San ~~the~~Francisco, ~~United~~responds ~~States~~to ~~that~~commercial and istechnical ~~published~~questions ~~semi-annually~~from our users and advertisers.

•Competition ~~Consumer Surveys. Our survey of consumers covering topics such as the “American Dream” of homeownership, attitudes about housing, and public policy that is published quarterly.~~

~~These~~The ~~reports~~markets in which we operate are ~~used~~highly ~~by,~~competitive and ~~our~~fragmented. ~~Chief~~Consumers ~~Economist~~research ishomes ~~quoted regularly~~through ~~in,~~a ~~major~~variety ~~news~~of ~~outlets~~sources. Similarly, real ~~including~~estate ~~The~~professionals ~~Wall~~use ~~Street~~a ~~Journal,~~variety ~~Bloomberg,~~of ~~The~~marketing ~~New~~channels ~~York~~to ~~Times~~promote themselves and find clients. Consequently, ~~Time~~we ~~Magazine~~face competition from a variety of direct and indirect channels, and ~~U.S.~~we ~~News &~~believe ~~World~~we ~~Report~~compete favorably.

•Competition ~~Advice~~ for ~~real~~consumers estate professionals. Our blogs for real estate professionals, Trulia Pro and Trulia Corporate, written by well-known real estate industry experts with whom we partner, elevate Trulia’s brand awareness amongst the community of real estate professionals.

•We ~~Celebrity~~compete ~~and~~to ~~luxury~~attract ~~homes.~~consumers ~~Luxe~~to ~~Living~~our iswebsites ~~our~~and ~~blog~~mobile ~~dedicated~~applications toprimarily on the ~~latest~~basis ~~developments~~of onthe ~~celebrity~~breadth and ~~luxury~~quality ~~homes.~~of ~~This~~listings; ~~blog~~user ~~and~~experience; ~~its~~the ~~content~~breadth, ~~have~~depth, ~~been~~and ~~featured~~relevance onof ~~ExtraTV,~~the E!insights ~~News~~on homes, ~~US Weekly~~neighborhoods, ~~The~~and ~~Los~~real ~~Angeles~~estate ~~Times,~~professionals; brand and ~~more~~reputation; and the quality of mobile products.

WeOur ~~also~~principal ~~cultivate~~competitors ~~our~~for ~~brand~~consumers ~~awareness through social media channels, such as Facebook and Twitter. We expect that our efforts to maintain or increase consumer traffic and subscribers are likely to~~ include,: ~~among other things, significant increases to our marketing spending and significant expenditures to increase the number of our engineering and product development personnel.~~

~~Customers~~ 15

Real estate professionals that pay for our subscription products include:

• Agents, who collaborate with consumers, seek leads, and manage transactions;

• Brokers, which recruit, train, and provide core real estate services to agents; and

• National real estate franchisors, which provide real estate services to franchisees to enable the growth of their brand.

The majority of our real estate professional subscribers are agents. As of December 31, 2013, we had more than 437,000 active real estate professionals in our Trulia marketplace and 157,000 active real estate professionals using our Market Leader software and services. Approximately 59,700 of these real estate professionals were paying subscribers (assuming a 20% overlap between Trulia subscribers and Market Leader’s premium subscribers). A key focus of our sales and marketing activities has been to further penetrate the large

~~Index~~• toPrint ~~Financial~~media, ~~Statements~~including local newspapers, magazines, and home/apartment guide publications;

~~base~~• ofOnline ~~more than 2.8 million~~ real estate ~~professionals~~marketplaces insuch ~~the~~as ~~United States~~Homes.com, IfMSN weReal ~~are~~Estate, ~~unable to increase the number of total subscribers in our marketplace~~Realtor.com, ~~our revenue may not grow~~ and ~~our~~ ~~operating~~Yahoo! ~~results~~Real ~~could suffer.~~ Estate;

~~Our~~• ~~advertising~~Online ~~solutions~~brokerage ~~are~~service ~~purchased~~providers bysuch aas ~~diverse~~Redfin ~~cross-section of brand advertisers that operate within the real estate ecosystem,~~ and those that seek to reach our highly educated and affluent audience. In each of the years ended December 31, 2013, 2012, and 2011, the ten largest advertising partners for the respective period accounted for more than 65%, 63%, and 54%, respectively, of our media revenue. ZipRealty;

No• ~~customer~~MLSs ~~represented~~across ~~10% or more of total revenue during~~ the ~~years~~United ~~ended December 31, 2013, 2012, and 2011. One customer accounted for 13.0% and 10.4% of our gross accounts receivable as of December 31, 2013 and 2012, respectively~~ States;

~~Sales~~• ~~and~~Full-service ~~Customer~~real ~~Support~~estate brokerage service providers such as Century 21 and Coldwell Banker;

We• ~~have~~Online ~~dedicated~~rental ~~sales~~listing ~~teams~~providers ~~that~~such ~~support~~as ~~our~~ApartmentGuide.com, ~~marketplace~~ApartmentList.com ~~business~~ and ~~our display advertising business~~Rent. com;

~~For~~• ~~our~~General ~~marketplace~~online ~~business,~~classifieds ~~the~~such ~~majority~~as of our sales are made by our inside sales team that sells our subscription products to real estate professionals. Our inside sales teams are located in our Bellevue, San Francisco, and Denver offices and attract new subscribers through a combination of outbound calling and inbound customer requests generated from our website and marketing activities. We also have a field sales team that sells our marketplace products at larger deal sizes to real estate brokers, franchisors, and builders. Craigslist;

~~For~~• ~~our~~Search ~~display~~engines ~~advertising business, we maintain a field sales team based in New York, to specifically target large advertising customers in the real estate and related content categories,~~ such as ~~insurance companies~~Bing, ~~mortgage providers~~Google, and ~~home~~Yahoo!; ~~improvement companies, as well as other brand advertisers that seek to reach our audience. Our field sales team develops direct relationships with these advertisers~~ and ~~the agencies that serve them.~~

We• ~~place~~Websites aof ~~high~~real ~~value~~estate onbrokerages ~~providing quality support to our users, marketplace subscribers,~~ and ~~advertisers.~~individual ~~Our customer support team, based in Bellevue, San Francisco and Denver, responds to commercial and technical questions from our users and advertisers~~agents.

Competition for real estate professionals

~~The~~We ~~markets~~compete infor ~~which~~a weshare ~~operate~~of real ~~are~~estate ~~highly~~professionals’ ~~competitive~~overall ~~and~~marketing ~~fragmented.~~spend ~~Consumers~~with ~~research~~traditional, ~~homes~~offline ~~through~~media, aand ~~variety~~other ofonline ~~sources~~marketing channels. ~~Similarly, real~~We ~~estate~~compete ~~professionals~~primarily ~~use~~on athe ~~variety~~basis of ~~marketing~~the ~~channels~~size toand ~~promote~~attractiveness ~~themselves~~of ~~and~~the ~~find~~consumer ~~clients.~~audience; ~~Consequently,~~quality weand ~~face~~measurability ~~competition~~of leads; ~~from~~perceived areturn ~~variety~~on investment; effectiveness of ~~direct~~marketing and ~~indirect~~workflow ~~channels,~~tools; and wequality ~~believe~~of wemobile ~~compete favorably~~products.

~~Competition~~Our principal competitors for ~~consumers~~real estate professionals include:

We• ~~compete~~Print ~~to attract consumers to our websites and mobile applications primarily on the basis of the breadth and quality of listings; user experience; the breadth~~media, ~~depth,~~including ~~and~~local ~~relevance of the insights on homes~~newspapers, ~~neighborhoods~~magazines, and ~~real~~home/apartment ~~estate~~guide ~~professionals~~publications; ~~brand and reputation; and the quality of mobile products.~~

~~Our~~• ~~principal competitors~~Other ~~for~~traditional ~~consumers~~media, ~~include:~~including television and radio;

• ~~Print~~Other ~~media,~~online ~~including~~real ~~local~~estate ~~newspapers, magazines, and home/apartment guide publications~~marketplaces;

• ~~Online~~Social ~~real~~networking ~~estate~~services ~~marketplaces~~ such as ~~Homes.com,~~Facebook ~~MSN Real Estate, Realtor.com, Yahoo! Real Estate,~~ and ~~Zillow.com~~Twitter;

• ~~Online~~Search ~~brokerage~~engines ~~service providers~~ such as ~~Redfin~~Bing, Google, and ~~ZipRealty~~Yahoo!;

• ~~MLSs~~Websites ~~across~~offering ~~the~~display ~~United States~~advertising;

16• Email marketing software and tools; and

•

Providers of customer relationship management (CRM) software for real estate professionals.

Competition for advertisers

We face competition to attract advertisers to market their products on our website. The basis of competition includes size, demographics, and overall attractiveness of an audience; pricing; and the ability to target desired audience segments.

Intellectual Property

We protect our intellectual property through a combination of trademarks, domain names, copyrights, trade secrets, and patents, as well as contractual provisions and restrictions on access to our proprietary technology.

We registered “Trulia” and the Trulia marker logo as trademarks in the United States and several other jurisdictions. We hold twenty-three trademarks registered in the United States and thirty-nine trademarks registered in other jurisdictions associated with our Trulia and Market Leader business. We also have filed other trademark applications in the United States and certain other jurisdictions, and will pursue additional trademark registrations to the extent we believe it would be beneficial and cost effective.

We have five patents registered and 12 patent applications pending in the United States and internationally, which seek to cover proprietary techniques relevant to our products. We intend to pursue additional patent protection to the extent we believe it would be beneficial and cost effective.

~~Index~~We tocurrently ~~Financial~~hold ~~Statements~~the “Trulia.com,” “Marketleader.com,” “Housevalues.com” and “RealEstate.com” Internet domain names and various other related domain names.

•In addition ~~Full-service~~to ~~real~~the ~~estate~~protection ~~brokerage~~provided ~~service~~by ~~providers~~our ~~such~~intellectual asproperty ~~Century~~rights, 21we enter into confidentiality and ~~Coldwell~~proprietary ~~Banker;~~rights agreements with our employees, consultants, contractors, and business partners. Our employees and contractors are also subject to invention assignment agreements. We further control the use of our proprietary technology and intellectual property through provisions in both our general and product-specific terms of use on our website.

•Litigation ~~Online~~or ~~rental~~proceedings ~~listing~~before ~~providers~~the ~~such~~U.S. asPatent ~~ApartmentGuide.com~~and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights, ~~ApartmentList~~to protect our patent rights, trade secrets, and domain names and to determine the validity and scope of the proprietary rights of others.~~com~~ Our efforts to enforce or protect our proprietary rights may be ineffective and ~~Rent~~could result in substantial costs and diversion of resources, which could harm our business and operating results.~~com;~~

•Employees ~~General online classifieds such as Craigslist;~~

•As ~~Search~~of ~~engines~~December 31, ~~such~~2014, aswe ~~Bing~~had 1,055 ~~Google~~employees, with 241 in technology, 732 in sales, marketing, and ~~Yahoo!;~~customer support, and 82 in general and administrative functions. We had 409 full-time employees in our San Francisco headquarters, 312 in our Denver location, 31 in our New York office, 279 in our Bellevue office and 24 of our employees work remotely. None of our employees is represented by a labor union with respect to his or her employment with us.

•Additional ~~Websites~~Information ~~of real estate brokerages and individual agents.~~

~~Competition~~Trulia, ~~for~~Inc. ~~real~~was ~~estate~~incorporated ~~professionals~~in Delaware in June 2005. Our principal executive offices are located at 535 Mission Street, Suite 700, San Francisco, California 94105, and our telephone number is (415) 648-4358. Our website address is www.trulia.com. In addition, we maintain a Facebook page at www.facebook.com/trulia and a Twitter feed at www.twitter.com/trulia. Information contained on, or that can be accessed through, our or Zillow Group’s website, Facebook page or Twitter feed does not constitute part of this Annual Report on Form 10-K.

WeCopies ~~compete~~of ~~for~~annual areports ~~share~~on ~~of real~~Form 10-K, ~~estate~~quarterly ~~professionals’~~reports ~~overall~~on ~~marketing~~Form 10-Q, current ~~spend~~reports ~~with~~on ~~traditional~~Form 8-K, ~~offline~~and ~~media,~~amendments ~~and~~to ~~other~~these ~~online~~reports ~~marketing~~filed ~~channels.~~or Wefurnished ~~compete~~pursuant ~~primarily~~to onSection 13(a) ~~the~~or ~~basis~~15(d) of the ~~size~~Securities ~~and~~Exchange ~~attractiveness~~Act of 1934, as amended (the ~~consumer~~“Exchange ~~audience;~~Act”) ~~quality~~are ~~and~~available, ~~measurability~~free of charge, on the ~~leads;~~Zillow ~~perceived~~Group ~~return~~website onat ~~investment;~~investors.zillowgroup.com ~~effectiveness~~as ofsoon ~~marketing~~as ~~and~~reasonably ~~workflow~~practicable ~~tools;~~after we file such material electronically with or furnish it to the Securities and ~~quality~~Exchange Commission (“SEC”). The SEC also maintains a website that contains our SEC filings. The address of ~~mobile~~the ~~products~~site is www.sec.gov.

~~Our principal~~17 ~~competitors for real estate professionals include:~~

• Print media, including local newspapers, magazines, and home/apartment guide publications;

• Other traditional media, including television and radio;

• Other online real estate marketplaces;

• Social networking services such as Facebook and Twitter;

• Search engines such as Bing, Google, and Yahoo!;

• Websites offering display advertising;

• Email marketing software and tools; and

• Providers of customer relationship management (CRM) software for real estate professionals.

Competition for advertisers

Intellectual Property

We registered “Trulia” and the Trulia marker logo as trademarks in the United States and several other jurisdictions. We also hold thirty-six registered trademarks registered in the United States and five trademarks registered in Canada associated with our Market Leader business. We also have filed other trademark applications in the United States and certain other jurisdictions, and will pursue additional trademark registrations to the extent we believe it would be beneficial and cost effective.

We have five patents registered and nine patent applications pending in the United States and internationally, which seek to cover proprietary techniques relevant to our products. We intend to pursue additional patent protection to the extent we believe it would be beneficial and cost effective.

We currently hold the “Trulia.com,” “Marketleader.com,” “Housevalues.com” and “RealEstate.com” Internet domain names and various other related domain names.

~~Index~~Item to1A. ~~Financial~~Risk ~~Statements~~Factors

InRISK ~~addition~~FACTORS to the protection provided by our intellectual property rights, we enter into confidentiality and proprietary rights agreements with our employees, consultants, contractors, and business partners. Our employees and contractors are also subject to invention assignment agreements. We further control the use of our proprietary technology and intellectual property through provisions in both our general and product-specific terms of use on our website.

~~Litigation~~Investing orin ~~proceedings~~our ~~before~~common ~~the~~stock ~~U.S.~~involves ~~Patent~~a ~~and~~high ~~Trademark~~degree ~~Office~~of risk. orYou ~~other~~should ~~governmental~~carefully ~~authorities~~consider ~~and administrative bodies in~~ the ~~United~~ ~~States~~risks and ~~abroad~~uncertainties ~~may~~described bebelow, ~~necessary~~together inwith ~~the~~all ~~future~~of tothe ~~enforce~~other ~~our~~information ~~intellectual~~in ~~property~~this ~~rights,~~Annual toReport ~~protect~~on ~~our~~Form ~~patent rights~~10-K, ~~trade~~before ~~secrets,~~making ~~and~~a ~~domain~~decision ~~names~~to ~~and~~invest toin ~~determine~~our ~~the~~common ~~validity~~stock. ~~and~~If ~~scope~~any of the ~~proprietary~~risks ~~rights of others. Our~~actually ~~efforts~~occur, toour ~~enforce~~business, orfinancial ~~protect~~condition, ~~our~~operating ~~proprietary~~results, ~~rights~~and ~~may~~prospects could be ~~ineffective~~materially and ~~could~~adversely ~~result~~affected. inIn ~~substantial~~that ~~costs~~event, ~~and~~the ~~diversion~~trading price of ~~resources~~our common stock could decline, ~~which~~and you could ~~harm~~lose ~~our~~part ~~business~~or ~~and~~all ~~operating~~of ~~results.~~your investment.

~~Employees~~We may not realize the expected benefits of the Zillow Merger quickly or at all.

AsOn ~~of December~~July 3128, ~~2013~~2014, we ~~had~~entered ~~1,036~~into ~~employees,~~the Merger Agreement with ~~222 in~~Zillow ~~technology~~and HoldCo, ~~710~~pursuant into ~~sales,~~which ~~marketing~~Zillow acquired us on February 17, ~~and~~2015. ~~customer~~Pursuant ~~support~~to the Merger Agreement, both we and ~~104~~Zillow inhave ~~general~~become ~~and~~wholly-owned ~~administrative~~subsidiaries ~~functions~~of HoldCo. WeThe ~~had~~success ~~357~~of ~~full-time~~the ~~employees~~Zillow Merger will depend , in part, on our ~~San~~ability ~~Francisco~~to ~~headquarters,~~realize ~~288~~the inanticipated ~~our~~business ~~Denver~~opportunities and ~~location,~~growth 31prospects infrom combining our ~~New~~businesses ~~York~~with ~~office,~~those ~~349~~of inZillow. ~~our Bellevue~~We ~~office~~may never realize these business opportunities and 11growth ofprospects. ~~our~~Integrating ~~employees~~operations ~~work~~will ~~remotely~~be complex and will require significant efforts and expenditures. ~~None~~Our management ofmight have its attention diverted while trying to integrate operations and corporate and administrative infrastructures. We might experience increased competition that limits our ~~employees~~ability isto ~~represented~~expand byour abusiness, ~~labor~~and ~~union~~we ~~with~~might ~~respect~~fail to capitalize ~~his~~on orexpected ~~her~~business ~~employment~~opportunities, ~~with~~including usretaining current customers.

~~Additional~~We ~~Information~~are in the early stages of integrating our business and operations with Zillow’s business and operations. The integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships with clients, employees or other third parties or our ability to achieve the anticipated benefits of the Zillow Merger and could harm our financial performance.

~~Trulia,~~If ~~Inc.~~we ~~was~~are ~~incorporated~~unable into ~~Delaware~~successfully ~~in June~~or ~~2005.~~timely ~~Our~~integrate ~~principal~~our ~~executive~~operations ~~offices~~and ~~are~~business ~~located~~with atZillow’s ~~116 New Montgomery Street~~business, ~~Suite 300,~~we ~~San~~may ~~Francisco,~~be ~~California~~unable ~~94105,~~to ~~and~~realize ~~our~~revenue ~~telephone number is (415) 648-4358. Our website address is www.trulia.com. In addition~~growth, ~~we maintain~~synergies ~~a Facebook page at www.facebook.com/trulia~~ and aother ~~Twitter~~anticipated ~~feed~~benefits atresulting ~~www.twitter.com/trulia.~~from ~~Information~~the ~~contained~~Zillow ~~on,~~Merger orand ~~that can be accessed through,~~ our ~~website,~~business ~~Facebook~~and ~~page~~results orof ~~Twitter~~operations ~~feed~~could ~~does not constitute part of this~~be ~~Annual~~adversely ~~Report on Form 10-K~~affected.

~~Copies~~We ofhave ~~annual~~a ~~reports~~limited onoperating ~~Form 10-K,~~history ~~quarterly~~in ~~reports~~an onevolving ~~Form 10-Q~~industry, ~~current~~which ~~reports~~makes ~~on Form 8-K,~~it ~~and~~difficult ~~amendments~~ to ~~these~~evaluate ~~reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are available, free of charge, on~~ our ~~website as soon as~~future ~~reasonably~~prospects ~~practicable~~and ~~after~~may weincrease ~~file such material electronically with or furnish it to~~ the ~~Securities~~risk ~~and Exchange Commission (“SEC”). The SEC also maintains a website~~ that ~~contains~~we ~~our~~will ~~SEC~~not ~~filings.~~be ~~The address of the site is www~~successful.~~sec.gov.~~

18We have a limited operating history in an evolving industry that may not develop as expected. Assessing our business and future prospects is challenging in light of the risks and difficulties we may encounter. These risks and difficulties include our ability to:

•

increase the number of consumers using our websites and mobile applications;

•

continue to obtain home listing information, as well as information on schools, crime, commute times, neighborhood amenities, rental prices and historical earthquake and flood data;

•

increase the number of real estate professionals subscribing to our products;

•

increase the revenue from real estate professionals subscribing to our products;

•

increase the revenue from advertisers on our websites;

•

successfully develop and deploy new features and products;

•

encourage and foster the growth of user-generated content;

•

increase our brand awareness among consumers and real estate professionals;

•

successfully compete with other companies that are currently in, or may in the future enter, the business of providing residential real estate information online and on mobile applications, as well as with companies that provide this information offline;

~~Index~~• tosuccessfully ~~Financial~~compete ~~Statements~~with existing and future providers of other forms of offline, online, and mobile advertising;

~~Item~~• ~~1A.~~successfully ~~Risk~~compete ~~Factors~~with existing and future providers of customer relationship management (CRM) tools and other solutions that help real estate professionals manage and grow their businesses;

~~RISK~~• ~~FACTORS~~successfully navigate fluctuations in the real estate market;

~~Investing~~• ineffectively ~~our~~manage ~~common stock involves a high degree of risk. You should carefully consider~~ the ~~risks~~growth ~~and uncertainties described below, together with all~~ of ~~the other information in this Annual Report on Form 10-K, before making a decision to invest in~~ our ~~common stock. If any of the risks actually occur, our~~ business, financial condition, operating results, and prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment. ;

We• ~~have~~successfully aexpand ~~limited~~our ~~operating~~business ~~history~~into inadjacent ~~an evolving industry~~markets, ~~which~~such ~~makes~~as itrentals, ~~difficult~~mortgages, ~~to evaluate our future prospects~~ and ~~may increase~~home ~~the risk that we will not be successful.~~ improvement;

We• ~~have~~successfully aintegrate ~~limited~~Market ~~operating~~Leader; ~~history in an evolving industry that may not develop as expected. Assessing our business~~ and ~~future prospects is challenging in light of the risks and difficulties we may encounter. These risks and difficulties include our ability to:~~

• ~~increase~~successfully ~~the~~expand ~~number of consumers using our websites and mobile applications;~~internationally.

•If ~~continue~~the todemand ~~obtain~~for ~~home~~residential ~~listing~~real estate information, asonline ~~well~~does asnot ~~information~~develop onas ~~schools~~we expect, ~~crime~~or if we fail to address the needs of consumers, ~~commute~~real ~~times~~estate professionals, ~~neighborhood~~or ~~amenities~~advertisers, ~~rental~~our ~~prices~~business will be harmed. We may not be able to successfully address these risks and ~~historical~~difficulties, ~~earthquake~~which could harm our business and ~~flood~~cause ~~data;~~our operating results to suffer.

•We ~~increase~~have ~~the~~a ~~number~~history of ~~real~~losses ~~estate~~and ~~professionals~~we ~~subscribing~~may tonot ~~our~~achieve ~~products;~~or maintain profitability in the future.

•We ~~increase~~have not been profitable on a quarterly or annual basis since we were founded, and as of December 31, 2014, we had an accumulated deficit of $140.6 million. We expect to make future investments in the development and expansion of our business which may not result in increased revenue ~~from~~or ~~real~~growth. ~~estate~~In ~~professionals~~addition, ~~subscribing~~as a public company, we incurred significant legal, accounting, and other expenses that we did not incur as a private company. As a result of these increased expenditures, we must generate and sustain increased revenue to achieve and maintain future profitability. While our revenue has grown in recent periods, this growth may not be sustainable and we may not achieve sufficient revenue to achieve or maintain profitability. We may incur significant losses in the future for a number of reasons, including slowing demand for our products;, a decrease in the growth rate of our monthly unique visitors, increasing competition, weakness in the residential real estate market, our inability to effectively integrate acquired businesses, such as Market Leader, as well as other risks described in this Annual Report on Form 10-K, and we may encounter unforeseen expenses, difficulties, complications and delays, and other unknown factors. Accordingly, we may not be able to achieve or maintain profitability and we may continue to incur significant losses in the future.

•If ~~increase~~real ~~the~~estate ~~revenue~~professionals ~~from~~do ~~advertisers~~not oncontinue to subscribe to our ~~websites;~~products, or we are unable to attract new subscribers, our business and operating results would be harmed.

•We ~~successfully~~rely ~~develop~~primarily on subscriptions purchased by real estate professionals to generate a substantial portion of our marketplace revenue. Marketplace revenue accounted for 83%, 79%, and ~~deploy~~70% ~~new~~of ~~features~~our revenue in the years ended December 31 2014, 2013 and ~~products;~~2012, respectively. We generally offer subscriptions for periods between six months to 12 months, with most real estate professionals preferring to subscribe for periods shorter than 12 months. Our ability to attract and retain real estate professionals as subscribers, and to generate subscription revenue, depends on a number of factors, including:

• ~~encourage~~our ~~and~~ability ~~foster~~to ~~the~~attract ~~growth~~transaction-ready ofconsumers ~~user-generated~~to ~~content~~our websites and mobile applications;

• ~~increase~~the ~~our~~number ~~brand~~of ~~awareness~~unique ~~among~~visitors ~~consumers~~using ~~and~~our ~~real~~websites ~~estate~~and ~~professionals~~mobile applications;

• ~~successfully compete with other companies that are currently in, or may in~~ the ~~future~~quality ~~enter,~~of the ~~business~~leads ~~of providing residential real estate information online and on mobile applications, as well as with companies~~ that we provide ~~this~~to ~~information~~our ~~offline~~subscribers;

• ~~successfully~~the ~~compete~~number ~~with existing and future providers~~ of ~~other~~leads ~~forms~~that ofwe ~~offline,~~provide ~~online,~~to ~~and~~our ~~mobile advertising~~subscribers;

• ~~successfully~~the ~~compete~~rate ~~with~~of ~~existing~~adoption ~~and future providers~~ of ~~customer~~our ~~relationship~~software-as-a-service ~~management~~based ~~(CRM) tools and other solutions that help real estate professionals manage and grow their businesses~~products;

• ~~successfully~~the ~~navigate~~success ~~fluctuations~~of inour ~~the~~marketing relationships with leading national real estate ~~market~~franchise networks;

• ~~effectively manage~~ the ~~growth~~success of our ~~business~~efforts to upsell customers from promotional offers to higher revenue services;

•19 ~~successfully expand our business into adjacent markets, such as rentals, mortgages, and home improvement;~~

• successfully integrate companies we may acquire or have acquired, including Market Leader; and

• successfully expand internationally.

If the demand for residential real estate information online does not develop as we expect, or if we fail to address the needs of consumers, real estate professionals, or advertisers, our business will be harmed. We may not be able to successfully address these risks and difficulties, which could harm our business and cause our operating results to suffer.

~~Index~~• the success of any increased marketing and product development efforts directed at attracting additional consumers and real estate professionals to ~~Financial~~our ~~Statements~~marketplace;

We• ~~have~~the astrength ~~history~~ of ~~losses~~the ~~and~~real weestate ~~may not achieve or maintain profitability in the future.~~ market;

We• have not been profitable on a quarterly or annual basis since we were founded, and as of December 31, 2013, we had an accumulated deficit of $64.9 million. We expect to make significant future investments in the ~~development~~competition and expansion of our business which may not result in increased revenue or growth. In addition, as a public company, we have incurred and expect that we will continue to incur significant legal, accounting, and other expenses that we did not incur as a private company. As a result of these increased expenditures, we must generate and sustain increased revenue to achieve and maintain future profitability. While our revenue has grown in recent periods, this growth may not be sustainable and we may not achieve sufficient revenue to achieve or maintain profitability. We may incur significant losses in the future for ~~a number of reasons, including slowing demand for our products, a decrease in the growth rate of our monthly unique visitors, increasing competition, weakness in the residential~~ real estate ~~market,~~professionals’ ~~our~~marketing ~~inability~~dollars; ~~to effectively integrate acquired businesses, such as Market Leader, as well as other risks described in this Annual Report on Form 10-K,~~ and we may encounter unforeseen expenses, difficulties, complications and delays, and other unknown factors. Accordingly, we may not be able to achieve or maintain profitability and we may continue to incur significant losses in the future, and this could cause the price of our common stock to decline.

If• ~~real~~the ~~estate~~strength ~~professionals~~of ~~do not continue to subscribe to~~ our ~~products, or we are unable to attract new subscribers, our business and operating results would be harmed~~brand.

WeA ~~rely~~key ~~primarily~~focus onof ~~subscriptions~~our ~~purchased~~sales byand marketing activities has been to further penetrate the large base of more than 2.8 million real estate professionals toin ~~generate~~the aUnited ~~substantial~~States. ~~portion~~As of December 31, 2014, we had more than 540,000 active real estate professionals in our Trulia marketplace ~~revenue. Marketplace~~and ~~revenue~~181,000 ~~accounted~~active ~~for~~real estate professionals using our software and services. Approximately 79%,300 70of these real estate professionals were paying subscribers (assuming a 20% overlap between Trulia subscribers and ~~61%~~Market Leader’s premium subscribers). We spend a considerable portion of our ~~revenue~~operating expenses on sales and marketing activities. Our sales and marketing expenses were our largest operating expenses in the years ended December 31, 2014 and 2013,. ~~2012~~Sales and ~~2011,~~marketing ~~respectively.~~expenses Wereflect ~~generally~~many ~~offer~~of ~~subscriptions~~the ~~for~~costs ~~periods~~that ~~between~~we ~~one~~incur ~~month~~in toacquiring 24new ~~months~~subscribers and retaining existing subscribers, ~~with~~and ~~most~~we ~~real~~expect ~~estate~~that sales and marketing ~~professionals~~expenses ~~preferring~~will continue to ~~subscribe~~increase ~~for~~in ~~periods~~absolute ~~shorter~~dollars ~~than~~as 12we ~~months~~seek to grow the number of subscribers in our marketplace. ~~Our~~If ~~ability~~we toare ~~attract~~unable ~~and~~to ~~retain~~increase ~~real~~the ~~estate~~number ~~professionals~~of astotal subscribers, ~~and~~in toour ~~generate~~marketplace, ~~subscription~~our revenue, ~~depends~~may onnot agrow ~~number~~and ofour ~~factors,~~operating results ~~including:~~could suffer.

•Real estate professionals may not continue to subscribe with us if we do not deliver a strong return on their investment in subscriptions, and we may not be able to replace them with new subscribers. In addition, real estate professionals associated with our ~~ability~~real estate franchise network partners may choose not to ~~attract~~use ~~transaction-ready~~our ~~consumers~~premium services if they are unable to convert leads we provide into closed sales, resulting in a loss of incremental revenue associated with our ~~websites~~premium services. In addition, real estate professionals sometimes do not renew their subscriptions with us because of dissatisfaction with our products. This may occur for a number of reasons, including because we have made changes to our products or services, which we do periodically. If subscribers do not renew their subscriptions with us with the same or higher subscription fees, or at all, or if we are unable to attract new subscribers, our business and ~~mobile~~operating ~~applications;~~results would be harmed.

•Further, ~~the~~although ~~number~~a majority of ~~unique~~our ~~visitors~~revenue ~~using~~in ~~our~~the ~~websites~~years ended December 31, 2014 and ~~mobile~~2013 ~~applications;~~was generated from subscriptions purchased by real estate professionals, we cannot be certain that subscribers will renew their subscriptions with us and that we will be able to achieve the same or higher amounts of subscription revenue in the future.

•Our ability to increase the ~~quality~~number of subscribers to our services also depends, to some degree, on whether we can increase the ~~leads~~inventory ~~that~~of marketing products and services available for us to sell in different geographic markets. If we ~~provide~~are unable to create additional inventory by offering new services or reconfiguring our existing services, we may not be able to grow the number of subscribers; to our services quickly or at all. Even if we are able to offer new services or reconfigure our existing services, there can be no assurance that new subscribers will purchase them or existing subscribers will be satisfied with the changes we make. For instance, in March 2013 we initiated an inventory expansion program offering additional advertising slots on our real estate listing detail pages to feature more than one subscriber. While this allowed us to sell additional subscriptions in a given location, some existing subscribers were dissatisfied with the change and elected not to renew their subscriptions.

•In ~~the~~addition, ~~number~~if ofwe ~~leads~~need ~~that~~to reduce our subscription fees due to competition, our business, operating results, financial condition, and prospects would suffer if we ~~provide~~are unable to offset any reductions in our ~~subscribers;~~fees by increasing our number of consumers and advertisers, reducing our costs, or successfully developing and deploying new features on a timely basis.

•If ~~the~~we ~~rate~~are ofnot ~~adoption~~able ofto optimize our ~~software-as-a-service~~pricing ~~based~~and ~~products;~~increase our average revenue per subscriber, we may not be able to grow our revenue over time.

•Our ~~the~~ability ~~success~~to ofgrow revenue depends, in part, on our ~~marketing~~ability ~~relationships~~to ~~with~~optimize ~~leading~~pricing ~~national~~and ~~real~~increase ~~estate~~average ~~franchise~~monthly ~~networks;~~revenue per subscriber over time. Since launching our first subscription product in 2007, we have

•20 ~~the success of our efforts to upsell customers from promotional offers to higher revenue services;~~

• the success of any increased marketing and product development efforts directed at attracting additional consumers and real estate professionals to our marketplace;

• the strength of the real estate market;

• the competition for real estate professionals’ marketing dollars; and

• the strength of our brand.

A key focus of our sales and marketing activities has been to further penetrate the large base of more than 2.8 million real estate professionals in the United States. As of December 31, 2013, we had more than 437,000 active real estate professionals in our Trulia marketplace and 157,000 active real estate professionals using our Market Leader software and services. Approximately 59,700 of these real estate professionals were paying subscribers (assuming a 20% overlap between Trulia subscribers and Market Leader’s premium subscribers). We spend a considerable portion of our operating expenses on sales and marketing activities. Our sales and marketing expenses were our largest operating expenses in the years ended December 31, 2013 and 2012. Sales and marketing expenses reflect many of the costs that we incur in acquiring new subscribers and retaining

~~Index~~ continued to ~~Financial~~expand ~~Statements~~our products and optimize pricing of our products. As we continue to optimize our pricing, real estate professionals may not accept these new prices, which may harm our business and growth prospects. In August 2013, we acquired Market Leader, which offers subscription-based real estate marketing software and lead generation products. Market Leader historically generated lower average revenue per subscriber than us. As a result, we may experience difficulty in increasing our average revenue per subscriber, which may impact our ability to grow revenue over time and may harm our business and growth prospects.

~~existing~~If ~~subscribers,~~advertisers ~~and~~reduce weor ~~expect~~end ~~that~~their ~~sales~~advertising ~~and~~spending ~~marketing~~with ~~expenses~~us, ~~will~~or ~~continue~~if ~~to significantly increase in absolute dollars as~~ we ~~seek to grow the number of subscribers in our marketplace. If we~~ are unable to ~~increase~~attract ~~the~~new ~~number of total subscribers in our marketplace~~advertisers, our ~~revenue~~business ~~may not grow~~ and ~~our~~ operating results would ~~could~~be ~~suffer~~harmed.

~~Real~~Display ~~estate~~advertising ~~professionals~~accounted ~~may~~for ~~not~~17%, ~~continue to subscribe with us if we do not deliver a strong return on their investment in subscriptions~~21%, and we30% ~~may~~of ~~not be able to replace them with new subscribers. In addition, real estate professionals associated with~~ our ~~real~~revenue ~~estate franchise network partners may choose not to use our premium services if they are unable to convert leads we provide into closed sales, resulting~~ in athe ~~loss~~years ~~of incremental revenue~~ended ~~associated with our premium services. In addition~~December 31, ~~real estate professionals sometimes do not renew their subscriptions with us because of dissatisfaction with our products. This may occur for a number of reasons~~2014, ~~including~~2013 ~~because~~and ~~we have made changes to our products or services~~2012, ~~which we do periodically~~respectively. IfOur ~~subscribers~~advertisers docan ~~not~~generally ~~renew~~terminate their ~~subscriptions~~contracts with us ~~with~~at ~~the~~any ~~same~~time or ~~higher~~on ~~subscription~~very ~~fees,~~short ornotice. atOur ~~all,~~ability orto ifattract weand ~~are~~retain ~~unable~~advertisers, and to ~~attract~~generate ~~new~~advertising ~~subscribers~~revenue, ~~our~~depends ~~business and operating~~on ~~results~~a ~~would~~number beof ~~harmed.~~factors, including:

~~Further,~~• ~~although~~the anumber ~~majority~~ of ~~our~~consumers ~~revenue~~using inour ~~the~~websites ~~years ended December 31, 2013~~ and ~~2012~~mobile was generated from subscriptions purchased by real estate professionals, we cannot be certain that subscribers will renew their subscriptions with us and that we will be able to achieve the same or higher amounts of subscription revenue in the future. applications;

~~Our~~• ~~ability to increase the number of subscribers to~~ our ~~services~~ability ~~also depends,~~ to ~~some~~continue ~~degree, on whether we can increase the inventory of marketing products and services available for us~~ to ~~sell~~attract inan ~~different~~audience geographic markets. If we are unable to create additional inventory by offering new services or reconfiguring our existing services, we may not be able to grow the number of subscribers to our services quickly or at all. Even if we are able to offer new services or reconfigure our existing services, there is no guarantee that ~~new~~advertisers ~~subscribers~~find will purchase them or existing subscribers will be satisfied with the changes we make. For instance, in March 2013 we initiated an inventory expansion program of offering additional advertising slots on our real estate listing detail pages to feature more than one subscriber. While this allowed us to sell additional subscriptions in a given location, some existing subscribers did not like the change and elected not to renew their subscriptions. attractive;

In• ~~addition,~~the ifstrength we need to reduce our subscription fees due to competition, our business, operating results, financial condition, and prospects would suffer if we are unable to offset any reductions in our fees by increasing our number of ~~consumers and advertisers, reducing~~ our ~~costs, or successfully developing and deploying new features on a timely basis.~~ brand:

If• weour ~~are~~ability ~~not able~~ to ~~optimize~~compete ~~our~~effectively ~~pricing~~for ~~and~~advertising ~~increase~~spending ~~our~~with ~~average~~other ~~revenue~~real ~~per~~estate ~~subscriber~~marketplaces, weoffline ~~may~~companies, ~~not~~and beonline ~~able to grow our revenue over time.~~ companies;

~~Our~~• ~~ability~~how toadvertisers ~~grow~~value ~~revenue depends, in part, on~~ our ~~ability~~advertising ~~to optimize pricing and increase average monthly revenue per subscriber over time. Since launching our first subscription product in 2007~~network, wewhich ~~have~~consists ~~continued to expand our products and optimize pricing~~ of our ~~products. As~~online weproperties ~~continue to optimize our pricing, real estate professionals may not accept these new prices, which may harm our business~~ and ~~growth~~those ~~prospects.~~of In August 2013, we acquired Market Leader, which offers subscription-based real estate marketing software and lead generation products. Market Leader historically generated lower average revenue per subscriber than us. As a result, we may experience difficulty in increasing our ~~average~~publishing ~~revenue per subscriber, which may impact our ability to grow revenue over time and may harm our business and growth prospects.~~ partners;

21• the amount of spending on online advertising generally;

•

our ability to deliver an attractive return on investment to advertisers; and

•

a shift by advertisers from direct to programmatic ad buying.

In addition, expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns. Adverse macroeconomic conditions can also have a material impact on demand for advertising and cause our advertisers to reduce the amounts they spend on advertising, which could adversely affect our revenues and our business.

We may not succeed in capturing more spending from advertisers if we are unable to demonstrate to advertisers the effectiveness of advertising in our marketplace as compared to alternatives, including traditional offline advertising media such as newspapers and magazines.

If advertisers reduce or terminate their advertising spending with us and we are unable to attract new advertisers, our revenue, business, operating results, and financial condition would be harmed. In our display advertising business, we also have a limited ability to replace the loss of revenue resulting from the loss of a customer during a particular quarter because of the significant time required to secure an alternative advertiser for such advertising inventory, run the alternative advertising campaign on our marketplace, and satisfy our revenue recognition criteria from such campaign. As a result, the loss of a customer during a quarter could result in our inability to replace the lost revenue from such customer within that quarter and, therefore, we will sometimes encounter variances in our Media revenue.

If we are unable to maintain or increase consumer traffic to our marketplace, our business and operating results would be harmed.

Our ability to generate revenue from our marketplace business and media business depends, in part, on our ability to attract consumers to our websites and mobile applications. If we fail to maintain or increase consumer traffic to our marketplace, our ability to acquire additional subscribers, deliver leads to existing subscribers, and

~~Index~~ sell advertising to ~~Financial~~third ~~Statements~~parties could be negatively affected. While we believe the number of consumers visiting our marketplace will continue to grow, our growth rate of monthly unique visitors has decreased on a year-over-year basis from 68% in year ended December 31, 2013 to 27% in the year ended December 31, 2014. We expect that our efforts to maintain or increase consumer traffic are likely to include, among other things, increases to our marketing expenditures and expenditures to increase the number of our engineering and product development personnel. There can be no assurance that any increases in our expenses will be successful in generating additional consumer traffic. Even if we are able to attract additional consumers to our marketplace, an increase in our operating expenses could negatively impact our operating results if we are unable to generate more revenue through increased sales of subscriptions to our marketplace products and display advertising. Accordingly, if we are unable to increase consumer traffic to our marketplace, or if we are unable to generate enough additional revenue to offset any increase in expenses related to increasing consumer traffic to our marketplace, our business and operating results would be harmed.

IfOur ~~advertisers~~recent ~~reduce~~revenue orgrowth ~~end~~rates ~~their~~may ~~advertising~~not ~~spending~~be indicative ~~with~~of ~~us,~~our orfuture ifgrowth, and we ~~are~~may ~~unable~~not continue to ~~attract~~grow ~~new advertisers,~~at our ~~business~~recent ~~and~~pace, ~~operating~~or ~~results~~at ~~would be harmed~~all.

~~Display~~From ~~advertising~~the ~~accounted~~year ~~for 21%, 30% and 39% of~~ended ~~our~~2008 ~~revenue~~to in the ~~years~~year ended December 31, ~~2013~~2014, ~~2012~~our ~~and~~revenue ~~2011,~~grew ~~respectively~~from $8.1 million ~~Our~~to ~~advertisers~~$251.9 ~~can~~million, ~~generally~~which ~~terminate~~represents ~~their~~a ~~contracts~~compounded ~~with~~annual usgrowth atrate ~~any~~of ~~time~~approximately or77%. onIn ~~very~~the ~~short~~future, ~~notice.~~our ~~Our~~revenue ~~ability~~may tonot ~~attract~~grow ~~and~~as ~~retain~~rapidly ~~advertisers,~~as ~~and~~it tohas ~~generate~~over the ~~advertising~~past several years. We believe that our future revenue, ~~depends~~growth onwill adepend, ~~number~~among ofother factors, ~~including~~on our ability to:

• ~~the~~acquire ~~number~~additional ofsubscribers ~~consumers~~and ~~using~~sell ~~our~~additional ~~websites~~products ~~and~~to ~~mobile~~existing ~~applications~~subscribers;

• ~~our~~sell ~~ability~~advertising to ~~continue~~third ~~to attract an audience that advertisers find attractive~~parties;

• ~~the~~attract ~~strength~~a growing number of users to our ~~brand:~~websites and mobile applications;

• increase our ~~ability~~brand ~~to compete effectively for advertising spending with other real estate marketplaces, offline companies, and online companies~~awareness;

• ~~how~~successfully ~~advertisers~~develop ~~value~~and ~~our~~deploy ~~advertising~~new ~~network,~~products ~~which~~for ~~consists~~the ofresidential ~~our~~real ~~online~~estate ~~properties and those of our publishing partners~~industry;

• ~~the~~maximize ~~amount~~our ofsales ~~spending~~personnel’s ~~on online advertising generally~~productivity; ~~and~~

• ~~our~~respond ~~ability~~effectively to ~~deliver~~competitive ~~an attractive return on investment to advertisers.~~threats;

We• ~~may~~successfully ~~not~~expand ~~succeed in capturing more spending from advertisers if we are unable to demonstrate to advertisers the effectiveness of advertising in~~ our ~~marketplace~~business asinto ~~compared~~adjacent ~~to alternatives~~markets, ~~including traditional offline advertising media~~ such as ~~newspapers~~rentals and ~~magazines.~~ mortgages;

If• ~~advertisers~~successfully ~~reduce~~integrate orMarket ~~terminate~~Leader; ~~their advertising spending with us~~ and we are unable to attract new advertisers, our revenue, business, operating results, and financial condition would be harmed. In our display advertising business, we also have a limited ability to replace the loss of revenue resulting from the loss of a customer during a particular quarter because of the significant time required to secure an alternative advertiser for such advertising inventory, run the alternative advertising campaign on our marketplace, and satisfy our revenue recognition criteria from such campaign. As a result, the loss of a customer during a quarter could result in our inability to replace the lost revenue from such customer within that quarter and, therefore, we will sometimes encounter variances in our Media revenue.

If• ~~we are~~successfully ~~unable~~expand ~~to maintain or increase consumer traffic to our marketplace, our business and operating results would be harmed~~internationally.

~~Our~~We ~~ability~~may tonot ~~generate~~be ~~revenue~~successful ~~from our marketplace business and media business depends,~~ in ~~part, on~~ our ~~ability~~efforts to ~~attract~~do ~~consumers~~any to our websites and mobile applications. If we fail to maintain or increase consumer traffic to our marketplace, our ability to acquire additional subscribers, deliver leads to existing subscribers and sell advertising to third parties could be negatively affected. While we believe the number of ~~consumers visiting our marketplace will continue to grow, our growth rate of monthly unique visitors, excluding~~ the ~~impact of our Market Leader acquisition~~foregoing, has decreased on a year-over-year basis from 57% in the year ended December 31, 2012 to 41% in the year ended December 31, 2013. We expect that our efforts to maintain or increase consumer traffic are likely to include, among other things, significant increases to our marketing expenditures and ~~significant~~any ~~expenditures~~failure to ~~increase the number of our engineering and product development personnel. There can~~ be ~~no assurance that any increases in our expenses will be~~ successful in ~~generating~~these ~~additional~~matters ~~consumer traffic. Even if we are able to attract additional consumers to our marketplace, an increase in our operating expenses~~ could ~~negatively~~materially ~~impact our operating results if we are unable to generate more revenue through increased sales of subscriptions to our marketplace products~~ and ~~display~~adversely ~~advertising.~~affect ~~Accordingly, if we are unable to increase consumer traffic to~~ our ~~marketplace, or if we are unable to generate enough additional~~ revenue ~~to offset any increase in expenses related to increasing consumer traffic to our marketplace, our business and operating results would be harmed~~growth.

22You should not consider our past revenue growth to be indicative of our future growth.

If we cannot obtain comprehensive and accurate real estate listing information on a timely basis or at all, our business will suffer.

Our offerings are based on receiving current and accurate real estate listing data. We depend on, and expect to continue to depend on, relationships with various third parties to provide this data to us, including real estate listing aggregators, multiple listing services, real estate brokerages, apartment management companies, and other third parties. Many of our agreements with our listing sources are short-term agreements that may be terminated with limited or no notice. If our relationship with one or more of these parties is disrupted, the quality of the experience we provide to users would suffer.

We currently depend on a listing aggregator to provide us with a substantial portion of the unique listings in our database. While these listings are available from their original sources, it would take substantial time and

~~Index~~ effort for us to ~~Financial~~aggregate ~~Statements~~these listings from all of the original sources. On February 19, 2015, we received a notice from our largest listing aggregator of their intent to terminate our agreement, as a result of Zillow’s acquisition of us. On February 20, 2015, we filed a complaint and an application for a temporary restraining order in the Superior Court of the State of California, County of San Francisco, against the listing aggregator. The complaint and the application allege, among other things, breach of contract by the listing aggregator in seeking to terminate the agreement and seek injunctive relief to prevent termination of the agreement and termination of the listings feeds the listing aggregator provides to us. On February, 23, 2015, the Superior Court of the State of California, County of San Francisco granted our application for a temporary restraining order and set March 12, 2015 as the date for a hearing on a preliminary injunction on the matter. Therefore, if this agreement with our largest listing aggregator is terminated, we may not be able to fully replace the listings in a timely manner or on terms favorable to us, or at all, which would adversely affect our business and operating results. In addition, as real estate brokers and multiple listing services typically control the distribution and use of listings, our business could suffer if real estate brokers or multiple listing services withheld listings from us or delayed the delivery of their listings to us. From time to time in the past, real estate brokers have refused to syndicate listings to us and multiple listing services have delayed the delivery of listings to us, and we cannot assure you this will not happen in the future. If real estate brokers or multiple listing services refuse to syndicate listings or delay such syndication to us, the quality of our products would suffer due to the decline of timely and accurate information, which could adversely affect our business and operating results.

~~Our~~We ~~recent~~rely ~~revenue~~on ~~growth~~information from ~~rates~~real ~~may~~estate ~~not~~multiple belisting ~~indicative~~services ofprovided ~~our~~by ~~future~~third ~~growth,~~parties ~~and~~that we ~~may~~do not ~~continue to grow at our recent pace, or at all~~control.

~~From~~The websites we provide to our software-as-a-service based customers combine aerial maps and for sale home listings, including listings in most of the ~~year~~major ~~ended~~metropolitan ~~2008~~markets toin the ~~year~~United ~~ended~~States. ~~December 31~~In addition, ~~2013~~in selected markets, ~~our~~including ~~revenue~~most of the major ~~grew~~metropolitan ~~from~~markets ~~$8.1 million~~in the United States, we provide customers with functionality that allows them to ~~$143~~automatically email their prospective clients information about newly available homes that meet the prospective clients’ criteria.7 ~~million,~~The for sale home listings information provided by our websites and the automated email functionality are supplied only in markets in which ~~represents~~we, our broker customers, or the broker affiliated with our agent customers have a ~~compounded~~relationship ~~annual~~with ~~growth~~the ~~rate~~local multiple oflisting ~~approximately~~service ~~78%~~(MLS). InOur ~~the~~agreements ~~future~~with MLSs to display property listings have short terms, ~~our~~or ~~revenue~~can ~~may~~be ~~not~~terminated ~~grow~~by asthe ~~rapidly~~MLSs, asor, itin ~~has~~some ~~over~~cases, the ~~past~~broker, ~~several~~with ~~years~~little notice. WeThe ~~believe~~success ~~that~~of our ~~future~~products ~~revenue~~depends ~~growth~~in part on our continued ~~will~~ability ~~depend,~~to ~~among~~provide ~~other~~customers ~~factors~~with MLS listings and data, onas well as our ability to: expand listings in markets in which it is not currently available. Our inability to obtain MLS listings and data will harm our business and operating results.

•If ~~acquire~~use ~~additional~~of ~~subscribers~~our ~~and~~mobile ~~sell~~products ~~additional~~does ~~products~~not continue to ~~existing~~grow ~~subscribers;~~or we are not able to successfully monetize them as we expect, our operating results could be harmed and our growth could be negatively affected.

•Our ~~sell~~future success depends in part on the continued growth in the use of our mobile products by our users and our ability to monetize them. During the year ended December 31, 2014, our mobile products accounted for 49% of our total traffic, which has grown significantly since we launched our first subscription product for mobile devices in May 2012. We currently monetize our mobile offerings through our Trulia Mobile Ads subscription product for real estate professionals and through our mobile websites, including our Trulia mobile website and more than 177,000 agent websites powered by Market Leader. We monetize our mobile applications principally through our Trulia Mobile Ads subscription product through which real estate professionals can purchase local advertising on our mobile applications and our Trulia mobile website by zip code and by share of a given market. We monetize our Trulia mobile website and Trulia mobile applications through the sale of display advertisements and we also provide our Trulia subscribers rotational placement in a local lead form that appears on certain pages of our Trulia mobile website and mobile applications. The use of mobile technology may not continue to ~~third~~grow ~~parties;~~at historical rates, and consumers may not continue to use mobile technology for real estate research. Further, mobile technology may not be accepted as a viable long-term platform for a number of reasons, including actual or perceived lack of security of information and possible disruptions of service or connectivity. In addition, traffic on our mobile applications may not continue to grow if we do not continue to

•23 ~~attract a growing number of users to our websites and mobile applications;~~

• increase our brand awareness;

• successfully develop and deploy new products for the residential real estate industry;

• maximize our sales personnel’s productivity;

• respond effectively to competitive threats;

• successfully expand our business into adjacent markets, such as rentals and mortgages;

• successfully integrate companies we may acquire or have acquired, including Market Leader; and

• successfully expand internationally.

We may not be successful in our efforts to do any of the foregoing, and any failure to be successful in these matters could materially and adversely affect our revenue growth.

You should not consider our past revenue growth to be indicative of our future growth.

We may experience difficulties in integrating Market Leader’s business and realizing the expected benefits of the acquisition.

The success of the Market Leader acquisition will depend, in part, on our ability to realize the anticipated business opportunities and growth prospects from combining our businesses with those of Market Leader. We may never realize these business opportunities and growth prospects. Integrating operations will be complex and will require significant efforts and expenditures. Our management might have its attention diverted while trying to integrate operations and corporate and administrative infrastructures. We might experience increased competition that limits our ability to expand our business, and we might fail to capitalize on expected business opportunities, including retaining current customers.

We closed the acquisition of Market Leader on August 20, 2013, and are in the early stages of integrating Market Leader’s business and operations into our business and operations. The integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships with clients, employees or other third parties or our ability to achieve the anticipated benefits of the Market Leader acquisition and could harm our financial performance.

If we are unable to successfully or timely integrate the operations of Market Leader’s business into our business, we may be unable to realize the revenue growth, synergies and other anticipated benefits resulting from the acquisition and our business and results of operations could be adversely affected.

~~Index~~ innovate and introduce enhanced products on mobile platforms, or if users believe that our competitors offer superior mobile products. The growth of traffic on our mobile products may also slow or decline if our mobile applications are no longer compatible with operating systems such as iOS or Android, or the devices they support. Additionally, real estate professionals and advertisers may choose to ~~Financial~~devote ~~Statements~~less of their spending to target mobile users for a number of reasons, including a perceived lack of effectiveness of display advertising on mobile devices. Although we have seen strong results in our mobile product monetization efforts with the launch of Trulia Mobile Ads in May 2012 and our product redesign in March 2013, we cannot assure you that we will continue to monetize our mobile products as effectively in the future. If use of our mobile products does not continue to grow, or if real estate professionals or advertisers decrease their spending on our mobile products, our business and operating results could be harmed.

~~Purchase~~If ~~price~~we ~~accounting~~do innot ~~connection with our acquisition of Market Leader requires estimates which~~continue ~~may be subject~~ to ~~change~~innovate inand ~~the~~provide ~~future.~~useful ~~Future~~products, ~~changes~~we tomay ~~these~~not ~~estimates~~remain ~~could~~competitive, ~~impact~~and our ~~historical~~business orand ~~future~~financial ~~operating~~performance ~~results~~could suffer.

~~The~~Our ~~application~~success ofdepends ~~purchase~~in ~~price~~part ~~accounting~~on ~~requires~~our ~~that~~ability ~~the~~to ~~total~~continue ~~purchase~~to ~~price~~innovate. weThis ~~paid~~is ~~for~~particularly ~~Market~~true ~~Leader~~with berespect ~~allocated~~ to ~~the~~mobile ~~fair~~applications, ~~value~~which ofare ~~assets~~increasingly ~~acquired~~being ~~and~~used ~~liabilities~~by ~~assumed~~our ~~based on their fair values at the acquisition date~~audience. ~~All~~Our amounts in excess of the fair value are recorded as goodwill. The allocation process requires an analysis and valuation of acquired assets, including fixed assets, technologies, deferred tax assets, customercompetitors ~~contracts~~regularly ~~and~~enhance ~~relationships,~~their ~~trade~~offerings ~~names~~ and ~~liabilities~~create ~~assumed,~~new ~~including~~offerings ~~contractual~~for ~~commitments and legal contingencies. We identified and recorded the assets~~consumers, ~~including~~real ~~specifically~~estate ~~identifiable intangible assets~~professionals, and ~~liabilities~~others ~~assumed~~involved in ~~connection~~ ~~with our recent acquisition of Market Leader at their estimated fair values as of~~ the ~~date~~residential ofreal ~~the~~estate ~~acquisition~~industry. ~~This~~If process requires estimates by our management based upon the best available information at the time of the preparation of the financial statements. These estimates of fair value may change in the future as we ~~finalize~~are ~~the~~unable ~~purchase~~to ~~price~~continue ~~allocation.~~to Weoffer ~~expect~~innovative itproducts ~~may~~or ~~take until August 2014~~ to ~~complete~~keep ~~the~~pace ~~purchase~~with ~~price allocation. Any future changes to~~ our ~~estimates of~~ ~~the~~competitors’ ~~fair~~offerings, ~~value~~our ofbusiness ~~the assets~~ and ~~liabilities of Market Leader as of the date of the acquisition could impact our historical or future~~ operating results will suffer.

IfWe werely ~~cannot~~on ~~obtain~~Internet ~~comprehensive~~search engines to drive traffic to our websites, and ~~accurate~~if ~~real~~we ~~estate~~fail ~~listing~~to ~~information~~appear onhigh aup ~~timely~~in ~~basis~~the search results, our traffic would decline and our business ~~will~~would ~~suffer~~be adversely affected.

~~Our~~We ~~offerings~~depend ~~are~~in ~~based~~part on ~~receiving~~Internet ~~current~~search engines, such as Google, Bing, and ~~accurate~~Yahoo!, ~~real~~to ~~estate~~drive ~~listing~~traffic ~~data.~~to Weour ~~depend~~websites. onFor example, ~~and~~when ~~expect~~a touser ~~continue~~types toa ~~depend~~property onaddress into a search engine, we rely on a high ~~relationships~~organic ~~with~~search ~~various~~ranking ~~third~~of ~~parties~~our webpages in these search results to ~~provide~~refer ~~this~~the ~~data~~user to usour websites. However, ~~including~~our ~~real~~ability ~~estate~~to ~~listing~~maintain ~~aggregators,~~high ~~multiple~~organic ~~listing~~search ~~services,~~result ~~real~~rankings ~~estate~~is ~~brokerages~~not within our control. Our competitors’ search engine optimization, ~~apartment~~or SEO, ~~management~~efforts ~~companies~~may result in their websites receiving a higher search result page ranking than ours, ~~and~~or ~~other~~Internet ~~third~~search ~~parties.~~engines ~~Many~~could ofrevise their methodologies in a way that would adversely affect our ~~agreements~~search ~~with~~result rankings. If Internet search engines modify their search algorithms in ways that are detrimental to us, or if our ~~listing~~competitors’ ~~sources~~SEO efforts are ~~short-term~~more ~~agreements~~successful ~~that~~than ~~may~~ours, beoverall ~~terminated~~growth ~~with~~in ~~limited~~our oruser nobase ~~notice~~could slow. IfSearch ~~our~~engine ~~relationship~~providers ~~with~~could ~~one~~provide listings and other real estate information directly in search results or ~~more~~choose ofto ~~these~~align ~~parties~~with isour ~~disrupted~~competitors. Our websites have experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the ~~quality~~future. ofAny reduction in the number ~~experience~~of weusers ~~provide~~directed to ~~users~~our ~~would~~websites ~~suffer~~through search engines could harm our business and operating results.

We ~~currently~~rely ~~depend~~ on ~~a listing aggregator to provide us with a substantial portion of the unique listings in our database. While these~~assumptions ~~listings are available from their original sources, it would take substantial time~~ and ~~effort~~estimates ~~for us~~ to ~~aggregate~~calculate ~~these~~certain ~~listings from all~~ of ~~the original sources. Therefore, if the agreement with~~ our ~~largest~~key ~~listing aggregator is terminated~~metrics, ~~we may not be able to fully replace the listings in a timely manner or on terms favorable to us, or at all, which would adversely affect our business~~ and ~~operating results. In addition, as~~ real ~~estate brokers and multiple listing services typically control the distribution and use of listings, our business could suffer if real estate brokers~~ or ~~multiple~~perceived ~~listing~~inaccuracies ~~services withheld listings from us or delayed the delivery of their listings to us. From time to time~~ in the past, real estate brokers have refused to syndicate listings to us and multiple listing services have delayed the delivery of listings to us, and we cannot assure you this will not happen in the future. If real estate brokers or multiple listing services refuse to syndicate listings or delay such ~~syndication~~metrics tomay ~~us,~~harm ~~the quality of~~ our ~~products~~reputation ~~would suffer due to the decline of timely~~ and ~~accurate~~negatively ~~information, which could adversely~~ affect our business ~~and operating results~~.

WeOur ~~rely~~key metrics of monthly unique visitors and mobile monthly unique visitors are calculated using internal company data that has not been independently verified. While these numbers are based on what we believe to be reasonable calculations for the applicable period of measurement, there are inherent challenges in measuring such information. ~~from~~For ~~real~~example, ~~estate~~our ~~multiple~~metrics ~~listing~~may ~~services~~be ~~provided~~affected by ~~third~~applications ~~parties~~ that weautomatically docontact ~~not~~our ~~control~~servers to access our online properties with no user action involved, and this activity can cause our system to count the user associated with such a device as a unique visitor on the day such contact occurs. The calculations of monthly unique visitors and mobile monthly unique visitors presented in this report may be affected by this activity.

~~The~~We ~~websites~~regularly wereview ~~provide to our software-as-a-service based customers combine aerial maps~~ and ~~for~~may ~~sale~~adjust ~~home listings, including listings in~~our ~~most~~processes offor ~~the~~calculating ~~major~~our ~~metropolitan~~internal ~~markets~~metrics into ~~the~~improve ~~United~~their ~~States~~accuracy. InOur ~~addition,~~measures ~~in selected markets, including most~~ of ~~the~~monthly ~~major~~unique ~~metropolitan~~visitors ~~markets~~and inmobile ~~the~~monthly ~~United~~unique ~~States,~~visitors wemay ~~provide~~differ ~~customers~~from ~~with~~estimates ~~functionality~~published ~~that~~by ~~allows~~third ~~them~~parties toor ~~automatically~~from ~~email their~~similarly-titled ~~prospective~~metrics ~~clients~~of ~~information about newly available homes that meet the prospective clients’ criteria. The for sale home listings information provided by~~ our competitors ~~websites~~due ~~and~~to ~~the~~differences ~~automated email functionality are supplied only~~ in ~~markets~~methodology. ~~in which~~If ~~we,~~real ~~our~~estate ~~broker customers~~professionals, advertisers or ~~the~~investors ~~broker~~do ~~affiliated~~not ~~with~~perceive our ~~agent~~user ~~customers~~metrics ~~have~~to abe ~~relationship~~accurate ~~with~~representations ~~the~~of ~~local~~our ~~multiple~~user ~~listing~~base ~~service~~or ~~(MLS).~~user ~~Our agreements with MLSs to display property listings have short terms~~engagement, or ~~can~~if bewe ~~terminated~~discover bymaterial ~~the MLSs,~~inaccuracies ~~or,~~ in ~~some~~our user ~~cases~~metrics, ~~the broker, with little notice. The success of~~ our ~~products~~reputation ~~depends in part on our~~

~~Index~~ may be harmed and real estate professionals and advertisers may be less willing to ~~Financial~~allocate ~~Statements~~their budgets or resources to our products and services, which could negatively affect our business and operating results.

~~continued~~Our ~~ability~~revenue ~~to provide customers with MLS listings~~ and ~~data,~~operating asresults ~~well~~could asvary ~~our~~significantly ~~ability~~from toperiod ~~expand listings in markets in which it is not currently available. Our inability~~ to ~~obtain MLS listings and data will harm our business and operating results~~period.

IfWe ~~use~~generate revenue through sales of subscriptions to real estate professionals and sales of display advertising to advertisers. Our subscription and advertising sales can be difficult to predict and may result in fluctuations in our ~~mobile~~revenue ~~products~~from ~~does~~period ~~not~~to period. Our revenue and operating results have fluctuated in the past, and may continue to ~~grow~~fluctuate orin wethe ~~are~~future, ~~not~~as a ~~able~~result toof ~~successfully~~a ~~monetize~~variety ~~them~~of asfactors, wemany ~~expect~~of which are outside of our control. As a result, comparing our revenue and operating results ~~could~~on a period-to-period basis may not be ~~harmed~~meaningful, and ~~our~~you ~~growth~~should ~~could~~not berely ~~negatively~~on ~~affected~~past results as an indication of future performance.

Our ~~future success depends in part on the continued growth in the use of our mobile products by our users and our ability to monetize them. During the year ended December 31~~revenue, 2013, our mobile products accounted for 37% of our total traffic, excluding traffic from Market Leader, compared to 29% of our total traffic for the year ended December 31, 2012. We currently monetize our mobile offerings through our Trulia Mobile Ads subscription product for real estate professionals and through our mobile websites, including our Trulia mobile website and more than 126,000 agent websites powered by Market Leader. We monetize our mobile applications principally through our Trulia Mobile Ads subscription product through which real estate professionals can purchase local advertising on our mobile applications and our Trulia mobile website by zip code and by share of a given market. We also monetize mobile offerings through kwkly, a mobile software-as-a-service lead generation platform that provides home buyers with real-time access to property information on their Web-enabled phones, while at the same time connecting real estate professional customers of kwkly with those home buyers. We monetize our Trulia mobile website and Trulia mobile applications through the sale of display advertisements and we also provide our Trulia subscribers rotational placement in a local lead form that appears on certain pages of our Trulia mobile website and mobile applications. The use of mobile technology may not continue to grow at historical rates, and consumers may not continue to use mobile technology for real estate research. Further, mobile technology may not be accepted as a viable long-term platform for a number of reasons, including actual or perceived lack of security of information and possible disruptions of service or connectivity. In addition, traffic on our mobile applications may not continue to grow if we do not continue to innovate and introduce enhanced products on mobile platforms, or if users believe that our competitors offer superior mobile products. The growth of traffic on our mobile products may also slow or decline if our mobile applications are no longer compatible with operating ~~systems such as iOS~~results, ~~Android,~~ or ~~the devices they support. Additionally~~both, ~~real estate professionals and advertisers~~ may ~~choose~~be toaffected ~~devote~~by ~~less of their spending to target mobile users for~~ a number of ~~reasons~~factors, including: a perceived lack of effectiveness of display advertising on mobile devices. Although we have seen strong results in our mobile product monetization efforts with the launch of Trulia Mobile Ads in May 2012 and our product redesign in March 2013, we cannot assure you that we will continue to monetize our mobile products as effectively in the future. If use of our mobile products does not continue to grow, or if real estate professionals or advertisers decrease their spending on our mobile products, our business and operating results could be harmed.

If• ~~we do~~our ~~not~~subscription ~~continue to innovate~~ and ~~provide~~advertising ~~useful products~~sales, weparticularly ~~may~~large ~~not~~advertising ~~remain competitive, and our business and financial performance could suffer.~~ campaigns;

~~Our~~• ~~success~~fluctuations ~~depends~~ in ~~part~~user activity on our ~~ability~~websites toand ~~continue to innovate. This is particularly true with respect to~~ mobile applications, ~~which~~including ~~are~~as ~~increasingly~~a ~~being~~result ~~used~~of byseasonal our audience. Our competitors regularly enhance their offerings and create new offerings for consumers, real estate professionals, and others involved in the residential real estate industry. If we are unable to continue to offer innovative products or to keep pace with our competitors’ offerings, our business and operating results will suffer. variations;

We• ~~rely~~competition ~~on Internet search engines to drive traffic to our websites,~~ and ~~if we fail to appear high up in~~ the ~~search~~impact ~~results,~~of ~~our~~offerings ~~traffic~~and ~~would~~pricing ~~decline~~policies ~~and~~of our ~~business would be adversely affected.~~ competitors;

We• ~~depend~~competing ineffectively ~~part~~for onadvertising ~~Internet~~dollars ~~search~~with ~~engines,~~other ~~such~~online asmedia Google, Bing, and Yahoo!, to drive traffic to our websites. For example, when a user types a property address into a search engine, we rely on a high organic search ranking of our webpages in these search results to refer the user to our websites. However, our ability to maintain high organic search result rankings is not within our control. Our competitors’ search engine optimization, or SEO, efforts may result in their websites receiving a higher search result page ranking than ours, companies;

25• offering an attractive return on investment to our advertisers for their advertising spending with us;

•

the effects of changes in search engine placement and prominence of our websites;

•

the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure;

•

our ability to control costs, particularly those of third-party data providers;

•

our ability to reduce costs in a given period to compensate for unexpected shortfalls in revenue;

•

the timing of costs related to the development or acquisition of technologies or businesses;

•

our inability to complete or integrate efficiently any acquisitions that we have undertaken;

•

our ability to collect amounts owed to us from advertisers;

•

changes in our tax rates or exposure to additional tax liabilities;

•

claims of intellectual property infringement against us and any resulting temporary or permanent injunction prohibiting us from selling our products or requirements to pay damages or expenses associated with any of those claims;

•

our ability to successfully expand in existing markets and enter new markets;

•

our ability to keep pace with changes in technology;

•

changes in government regulation affecting our business;

•

the effectiveness of our internal controls;

•

conditions in the real estate market; and

•

general economic conditions.

For example, individuals hired to join our sales team typically do not reach their maximum productivity until they have been employed for several months or more. Our fixed expenses related to the addition of personnel may not result in an increase in revenue in a given period or at all.

As a result of the foregoing factors and others discussed in this “Risk Factors” section, our operating results in one or more future periods may fail to meet or exceed our projections or the expectations of securities analysts or investors.

~~Index~~Seasonality tomay ~~Financial~~cause ~~Statements~~fluctuations in our traffic, revenue, operating expenses and operating results.

orFrom ~~Internet~~time ~~search~~to ~~engines~~time, ~~could~~we ~~revise~~experience ~~their~~seasonality ~~methodologies~~ in asubscription ~~way~~revenue ~~that~~and ~~would~~display ~~adversely~~advertising ~~affect~~due ~~our~~to ~~search~~fluctuations ~~result~~in traffic ~~rankings.~~to Ifour ~~Internet~~websites ~~search~~and ~~engines~~mobile ~~modify~~applications. ~~their~~During ~~search~~the ~~algorithms~~fourth inquarter ~~ways~~of ~~that are~~each ~~detrimental~~year, traffic to ~~us,~~our ormarketplace ifhas historically declined and our ~~competitors’~~revenue ~~SEO~~has ~~efforts~~historically ~~are~~grown more ~~successful~~slowly than ~~ours,~~in ~~overall~~other ~~growth~~quarters inor ~~our~~has ~~user~~declined ~~base~~sequentially. ~~could~~For example, ~~slow.~~we ~~Search~~experienced ~~engine~~a ~~providers~~decrease ~~could~~in ~~provide~~the ~~listings~~number ~~and~~of ~~other~~unique ~~real~~visitors ~~estate~~to ~~information~~our ~~directly~~marketplace in ~~search~~the ~~results~~fourth ~~or choose~~quarter toof ~~align~~2014 ~~with~~compared ~~our~~to ~~competitors.~~the ~~Our~~third ~~websites~~quarter ~~have~~of ~~experienced~~2014, ~~fluctuations~~due in ~~search~~part ~~result~~to ~~rankings~~seasonality. Conversely, we typically experience higher growth in traffic and revenue during the ~~past,~~spring and wesummer ~~anticipate~~months, ~~similar~~when ~~fluctuations~~consumers inare ~~the~~more ~~future.~~likely ~~Any~~to ~~reduction~~buy innew ~~the~~homes. ~~number~~We ofexpect ~~users~~that ~~directed~~seasonality will continue to ~~our~~affect ~~websites~~traffic ~~through search~~in ~~engines~~our ~~could~~marketplace, ~~harm~~as well as our ~~business~~revenue ~~and~~from ~~operating~~subscriptions ~~results~~and advertising.

~~Our~~Declines ~~revenue~~in, ~~and~~or ~~operating~~changes ~~results could vary significantly from period~~ to ~~period~~, ~~which~~the ~~could~~real ~~cause~~estate ~~the~~industry ~~market~~could ~~price~~adversely ofaffect our ~~common~~business ~~stock~~and tofinancial ~~decline~~performance.

WeOur ~~generate~~business ~~revenue~~and ~~through~~financial ~~sales~~performance are affected by the health of ~~subscriptions~~, and changes to, the residential real estate ~~professionals~~industry. Although we have built and ~~sales~~grown ofour ~~display~~business ~~advertising~~during toa ~~advertisers.~~worldwide ~~Our~~economic ~~subscription~~downturn, home-buying patterns are sensitive to economic conditions and ~~advertising~~tend ~~sales~~to ~~can~~decline beor ~~difficult~~grow more slowly during these periods. A decrease in home purchases could lead to ~~predict~~reductions ~~and~~in user ~~may~~traffic, ~~result~~reductions in ~~fluctuations~~subscriptions by real estate professionals, and a decline in ~~our~~marketing ~~revenue~~spend ~~from~~by ~~period~~real toestate ~~period~~professionals. ~~Our~~Furthermore, ~~revenue~~online advertising products may be viewed by some existing and potential advertisers on our websites ~~operating~~and ~~results~~mobile ~~have~~applications ~~fluctuated~~as ina ~~the~~lower ~~past~~priority, ~~and~~which ~~may~~could ~~continue~~cause advertisers to ~~fluctuate~~reduce in the ~~future,~~amounts asthey aspend ~~result~~on ofadvertising, aterminate ~~variety~~their use of ~~factors~~our products, ~~many~~or ofdefault ~~which~~on ~~are~~their ~~outside~~payment ofobligations ~~our~~to ~~control~~us. AsIn ~~a result~~addition, ~~comparing~~we ~~our~~may ~~revenue~~become subject to rules and ~~operating~~regulations ~~results~~in onthe areal ~~period-to-period basis~~estate industry that may ~~not~~restrict beor ~~meaningful,~~complicate ~~and~~our ~~you~~ability ~~should~~to ~~not~~deliver ~~rely~~our onproducts. ~~past~~These ~~results~~changes aswould anharm ~~indication~~our ofbusiness ~~future~~and ~~performance~~operating results.

~~Our~~Most ~~revenue~~recently, beginning in 2008, domestic and global economic conditions deteriorated rapidly, resulting in a dramatic slowdown in the ~~operating~~housing ~~results~~market, orwhich ~~both~~slowed advertising spending in the real estate industry. In addition, changes to the regulation of the real estate industry and related areas, including mortgage lending and the deductibility of home mortgage interest, may negatively affect the prevalence of home purchases. Real estate markets also may be ~~affected~~negatively impacted by a ~~number~~significant ofnatural ~~factors~~disaster, ~~including:~~such as earthquake, fire, flood, or other disruption. Declines or disruptions in the real estate market or increases in mortgage interest rates could reduce demand for our products and could harm our business and operating results.

•We participate ~~our~~in ~~subscription~~a ~~and~~highly ~~advertising~~competitive ~~sales~~market, ~~particularly~~and ~~large~~pressure ~~advertising~~from ~~campaigns;~~existing and new companies may adversely affect our business and operating results.

•The ~~fluctuations~~market into provide home listings and marketing services for the residential real estate industry is highly competitive and fragmented. Homes are not typically marketed exclusively through any single channel. Consumers can access home listings and related data through more than one source. Accordingly, current and potential competitors could aggregate a set of listings similar to ours. We compete with online real estate marketplaces, such as Realtor.com, other real estate websites, and traditional offline media. We compete to attract consumers primarily on the basis of the number and quality of listings; user ~~activity~~experience; the breadth, depth, and relevance of insights and other content on homes, ~~our~~neighborhoods, ~~websites~~and professionals; brand and reputation; and the quality of mobile ~~applications,~~products. ~~including~~We expect that our marketing and product development expenses are likely to increase as we continue to seek to attract additional consumers and real estate professionals to our marketplace. For example, in 2014, we launched a ~~result~~national ofmarketing ~~seasonal~~campaign ~~variations;~~that is designed to attract serious home buyers and sellers to our marketplace.

•We ~~competition~~compete to attract real estate professionals primarily on the basis of the quality of our websites and mobile products, the ~~impact~~size and attractiveness of ~~offerings~~the consumer audience, the quality and ~~pricing~~measurability ~~policies~~of the leads we generate, the perceived return on investment we deliver, and the effectiveness of ~~our~~marketing ~~competitors~~and workflow tools. We also compete for advertisers against other media, including print media, television and radio, social networks, search engines, other websites, and email marketing. We compete primarily on the basis of the size and attractiveness of the audience; pricing; and the ability to target desired audiences.

•26 ~~the effects of changes in search engine placement and prominence of our websites;~~

• the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure;

• our ability to control costs, particularly those of third-party data providers;

• our ability to reduce costs in a given period to compensate for unexpected shortfalls in revenue;

• the timing of costs related to the development or acquisition of technologies or businesses;

• our inability to complete or integrate efficiently any acquisitions that we may undertake;

• our ability to collect amounts owed to us from advertisers;

• changes in our tax rates or exposure to additional tax liabilities;

• claims of intellectual property infringement against us and any resulting temporary or permanent injunction prohibiting us from selling our products or requirements to pay damages or expenses associated with any of those claims;

• our ability to successfully expand in existing markets and enter new markets;

• our ability to keep pace with changes in technology;

• changes in government regulation affecting our business;

• the effectiveness of our internal controls;

• conditions in the real estate market; and

• general economic conditions.

~~Index~~Many toof ~~Financial~~our ~~Statements~~existing and potential competitors have substantial competitive advantages, such as:

As• agreater result of the foregoing factors and others discussed in this “Risk Factors” section, our operating results in one or more future periods may fail to meet or exceed our projections or the expectations of securities analysts or investors. In that event, the trading price of our common stock would likely decline. scale;

~~Seasonality~~• ~~may~~stronger ~~cause~~brands ~~fluctuations in our traffic, revenue, operating expenses~~ and ~~operating~~greater ~~results.~~name recognition;

~~From~~• ~~time~~longer tooperating time, we experience seasonality in subscription revenue and display advertising due to fluctuations in traffic to our websites and mobile applications. During the fourth quarter of each year, traffic to our marketplace has historically declined and our revenue has historically grown more slowly than in other quarters or has declined sequentially. For example, we experienced a decrease in the number of unique visitors to our marketplace in the fourth quarter of 2013 compared to the third quarter of 2013, due in part to seasonality. Conversely, we typically experience higher growth in traffic and revenue during the spring and summer months, when consumers are more likely to buy new homes. We expect that seasonality will continue to affect traffic in our marketplace, as well as our revenue from subscriptions and advertising. histories;

We• ~~rely~~more onfinancial, ~~advertising~~research ~~to attract consumers to our Market Leader websites~~ and ~~to generate traffic and leads on these websites and for our Trulia Seller Ads product. As a result~~development, wesales ~~are subject to seasonal fluctuations in advertising rates~~ and marketing ~~services. Changing consumer behavior at various times throughout the year affects our advertising expenses. We expect that seasonal fluctuations in advertising costs will affect our operating expenses~~, asand ~~well~~other ~~as our operating margins.~~ resources;

~~Declines~~• ~~in,~~more ~~or changes~~extensive ~~to,~~relationships with participants in the residential real estate industry, ~~could~~such ~~adversely~~as ~~affect~~brokers, ~~our~~agents, ~~business~~ and ~~financial performance.~~ advertisers;

~~Our~~• ~~business~~strong ~~and financial~~relationships ~~performance~~with ~~are affected by the health of, and changes to, the residential real estate industry. Although we have built and grown our business during a worldwide economic downturn, home~~third-~~buying~~party ~~patterns~~data ~~are sensitive to economic conditions and tend to decline or grow more slowly during these periods. A decrease in home purchases could lead to reductions in user traffic~~providers, ~~reductions~~such in subscriptions by real estate professionals, and a decline in marketing spend by real estate professionals. Furthermore, online advertising products may be viewed by some existing and potential advertisers on our websites and mobile applications as amultiple ~~lower~~listing ~~priority,~~services which could cause advertisers to reduce the amounts they spend on advertising, terminate their use of our products, or default on their payment obligations to us. In addition, we may become subject to rules and ~~regulations~~listing ~~in the real estate industry that may restrict or complicate our ability to deliver our products. These changes would harm our business and operating results.~~ aggregators;

~~Most~~• ~~recently,~~access beginning in 2008, domestic and global economic conditions deteriorated rapidly, resulting in a dramatic slowdown in the housing market, which slowed advertising spending in the real estate industry. In addition, changes to ~~the~~larger ~~regulation~~user ofbases; ~~the real estate industry~~ and related areas, including mortgage lending and the deductibility of home mortgage interest, may negatively affect the prevalence of home purchases. Real estate markets also may be negatively impacted by a significant natural disaster, such as earthquake, fire, flood, or other disruption. Declines or disruptions in the real estate market or increases in mortgage interest rates could reduce demand for our products and could harm our business and operating results.

We• ~~participate~~larger inintellectual aproperty ~~highly competitive market, and pressure from existing and new companies may adversely affect our business and operating results~~portfolios.

The ~~market~~success toof ~~provide~~our ~~home~~competitors ~~listings~~could ~~and~~result ~~marketing~~in ~~services~~fewer ~~for~~users ~~the~~visiting ~~residential~~our ~~real~~websites ~~estate industry is highly competitive~~ and ~~fragmented.~~mobile ~~Homes~~applications, ~~are~~the ~~not~~loss ~~typically~~of ~~marketed~~subscribers ~~exclusively through any single channel. Consumers can access home listings~~ and ~~related~~advertisers, ~~data~~price ~~through~~reductions ~~more~~for ~~than~~our ~~one~~subscriptions ~~source. Accordingly, current~~ and ~~potential competitors could aggregate a~~display ~~set of listings similar to ours. We compete with online real estate marketplaces~~advertising, ~~such~~weaker asoperating ~~Zillow.com~~results, and ~~Realtor.com,~~loss ~~other~~of ~~real~~market ~~estate~~share. ~~websites,~~Our ~~and~~competitors ~~traditional~~also ~~offline~~may ~~media.~~be Weable ~~compete~~ to ~~attract~~provide ~~consumers~~users ~~primarily~~with onproducts ~~the~~that ~~basis~~are ofdifferent ~~the~~from ~~number and~~or ~~quality~~superior ofto ~~listings;~~those ~~user~~we ~~experience;~~can ~~the breadth~~provide, ~~depth,~~or ~~and~~to ~~relevance~~provide ofusers ~~insights~~with ~~and~~a ~~other~~broader ~~content~~range onof ~~homes,~~products ~~neighborhoods,~~ and prices. ~~professionals; brand~~

27We expect increased competition if our market continues to expand. In addition, current or potential competitors may be acquired by third parties with greater resources than ours, which would further strengthen these current or potential competitors and enable them to compete more vigorously or broadly with us. If we are not able to compete effectively, our business and operating results will be materially and adversely affected. Any increased marketing spending by one of our primary competitors could cause us to incur additional expenses, could reduce consumer traffic to, and subscribers of, our marketplace, or could harm our operating results.

If our users do not continue to contribute content or their contributions are not valuable to other users, our marketplace would be less attractive, which could negatively affect our unique visitor traffic and revenue.

Our success depends on our ability to provide consumers with the information they seek, which in turn depends in part on the content contributed by our users. We believe that one of our primary competitive advantages is the quality and quantity of the user-generated content in our marketplace, and that information is one of the main reasons consumers use our platform. If we are unable to provide consumers with the information they seek because our users do not contribute content, or because the content that they contribute is not helpful and reliable, the number of consumers visiting our websites and using our mobile applications may decline. If we experience a decline in consumers visiting our websites and using our mobile applications, real estate professionals and advertisers may not view our marketplace as attractive for their marketing expenditures, and may reduce their spending with us. Any decline in visits to our websites and usage of our mobile applications by consumers and any decline in spending by real estate professionals and advertisers with us would harm our business and operating results.

In addition, we monitor new contributions to user-generated content because we believe this metric is a key indicator of our user engagement and the strength of our community. In the event that the number of new contributions to user-generated content declines, this metric may provide a leading indicator of the health of our business. However, if the quantity of new contributions to user-generated content continues to increase but the quality of user-generated content declines, this metric would not capture any corresponding declines in user engagement or the strength of our community as evidenced by the lower quality of user-generated content, and such data would be of limited use in those circumstances.

~~Index~~Our growth depends in part on our relationship with third parties to ~~Financial~~provide ~~Statements~~us with local information.

Third parties provide us with information that we use to provide users with insights that go beyond listings, such as information about schools, crime, and ~~reputation;~~neighborhood amenities. Property descriptions and ~~the~~sale ~~quality~~transactions ofobtained ~~mobile~~via ~~products.~~third-party Wedata ~~expect~~providers ~~that~~also inform the valuations provided by our ~~marketing~~Trulia ~~and~~Estimates ~~product~~feature. ~~development~~If ~~expenses~~these third-party ~~are~~data ~~likely~~providers toterminate ~~significantly~~their ~~increase~~relationships aswith us, the information that we ~~seek~~provide to ~~attract~~users ~~additional~~may ~~consumers and~~be ~~real~~limited ~~estate~~or ~~professionals~~the toquality ~~our~~of ~~marketplace.~~the ~~For~~information ~~example,~~may suffer. If we ~~recently~~are ~~announced~~unable ato ~~national~~renew ~~marketing~~our ~~campaign~~agreements ~~that~~with isthese ~~designed~~data providers on favorable terms to ~~attract~~us ~~serious~~or ~~home~~to ~~buyers~~secure ~~and~~alternative ~~sellers~~sources tofor this information, our ~~marketplace~~costs may increase and our business may be harmed.

WeIf ~~compete~~we todo ~~attract real estate professionals primarily on the basis of the quality of our websites and mobile products, the size and~~not ~~attractiveness~~display ofaccurate ~~the consumer audience, the quality~~ and ~~measurability~~complete ofinformation ~~the leads we generate, the perceived return~~ on ~~investment~~a wetimely ~~deliver~~basis, ~~and~~our ~~the~~user ~~effectiveness~~traffic ofmay ~~marketing and workflow tools. We also compete for advertisers against other media~~decline, ~~including~~our ~~print~~reputation ~~media,~~would ~~television and radio~~suffer, ~~social networks, search engines, other websites,~~ and ~~email~~our ~~marketing.~~business ~~We compete primarily on the basis of the size~~ and ~~attractiveness~~operating ofresults ~~the~~would ~~audience;~~be ~~pricing; and the ability to target desired audiences~~harmed.

~~Many~~We receive listing and other information provided by listing aggregators and other third parties that we include on our websites and mobile applications. Our reputation with consumers depends on the accuracy and completeness of the information that we provide, although the accuracy and completeness of this data is often outside of our ~~existing~~control. We cannot independently verify the accuracy or completeness of all of the information provided to us by third parties. If third parties provide us with inaccurate or incomplete information that we then display on our websites and ~~potential~~mobile ~~competitors~~applications, ~~have~~consumers ~~substantial~~may ~~competitive~~become ~~advantages~~dissatisfied with our products, ~~such~~our ~~as:~~traffic may decrease, and our reputation may suffer. Real estate professionals also expect listings data and other information to be accurate and complete, and to the extent our information is incorrect or incomplete, our reputation and business relationships may suffer.

•In ~~greater~~addition, ~~scale;~~we update the listing information that we provide on our websites and mobile applications on a daily basis. To the extent that we are no longer able to update information in our marketplace on a timely basis, or if consumers begin to expect updates in a more timely manner, we may be forced to make investments which allow us to update information with higher frequency. There can be no assurance that we will be able to provide information at a pace necessary to satisfy consumers in a cost-effective manner, or at all.

•Growth ~~stronger~~of ~~brands~~our business will depend on a strong brand, and ~~greater~~any ~~name~~failure ~~recognition;~~to maintain, protect, and enhance our brand would hurt our ability to retain or expand our base of users, or our ability to increase their level of engagement.

•We ~~longer~~believe that a strong brand is necessary to continue to attract and retain consumers and, in turn, the real estate professionals and others who choose to advertise on our websites and mobile applications. We need to maintain, protect, and enhance the “Trulia” and “Market Leader” brands in order to expand our base of users and increase their engagement with our websites and mobile applications. This will depend in part on our ability to continue to provide high-value, differentiated products, and we may not be able to do so effectively. This will also depend on our ability to successfully execute a broader marketing campaign to further promote our brand. In 2014, we launched a national marketing campaign that is designed to attract serious home buyers and sellers to our marketplace. If this campaign is not successful, our business could suffer. Furthermore, negative publicity about our company, including our content, technology, sales practices, personnel, or customer service could diminish confidence in and the use of our products, which could harm our operating ~~histories;~~results. If we are unable to maintain or enhance user and advertiser awareness of our brand cost effectively, our business, operating results, and financial condition could be harmed. In addition, our trulia.com and activerain.com websites serve as a forum for expression by our users, and if some of our users contribute inappropriate content and offend other users, our reputation could be harmed.

•Our ~~more~~Market ~~financial,~~Leader ~~research~~brand ~~and~~could ~~development,~~be ~~sales~~harmed ~~and~~if ~~marketing,~~customers do not provide quality service to prospective home buyers and ~~other~~sellers. ~~resources;~~

•We ~~more~~rely ~~extensive~~on ~~relationships~~real ~~with~~estate ~~participants~~professionals inwho ~~the~~are ~~residential~~our ~~real~~customers ~~estate~~of ~~industry,~~our ~~such~~Market asLeader ~~brokers,~~marketing ~~agents,~~services products to promote our Market Leader brand by providing high-quality service to prospective home buyers and ~~advertisers;~~sellers. We have little control over the activities of customers. If customers do not provide prospective home

•28 ~~strong relationships with third-party data providers, such as multiple listing services and listing aggregators;~~

• access to larger user bases; and

• larger intellectual property portfolios.

The success of our competitors could result in fewer users visiting our websites and mobile applications, the loss of subscribers and advertisers, price reductions for our subscriptions and display advertising, weaker operating results, and loss of market share. Our competitors also may be able to provide users with products that are different from or superior to those we can provide, or to provide users with a broader range of products and prices.

We expect increased competition if our market continues to expand. In addition, current or potential competitors may be acquired by third parties with greater resources than ours, which would further strengthen these current or potential competitors and enable them to compete more vigorously or broadly with us. If we are not able to compete effectively, our business and operating results will be materially and adversely affected. Any increased marketing spending by one of our primary competitors could cause us to incur additional expenses, could reduce consumer traffic to, and subscribers of, our marketplace, or could harm our operating results.

~~Index~~ buyers and sellers with high-quality service, or if they use the functionality of our systems to ~~Financial~~send ~~Statements~~unwanted email to prospective home buyers or sellers, our brand value and our ability to generate leads may diminish.

~~may~~We ~~reduce~~rely ~~their~~on ~~spending~~a ~~with~~small ~~us.~~number ~~Any~~of ~~decline~~advertising inpartners ~~visits~~for toa ~~our~~substantial ~~websites~~portion ~~and usage~~ of our ~~mobile~~Media ~~applications~~revenue, ~~by consumers~~ and ~~any~~we are ~~decline~~subject into ~~spending~~risks byas ~~real~~a ~~estate~~result ~~professionals~~of ~~and~~this ~~advertisers with~~advertiser ~~us would harm our business and operating results~~concentration.

In ~~addition,~~the weyears ~~monitor~~ended ~~new~~December 31, ~~contributions~~2014, to2013 ~~user-generated content~~and ~~because~~2012, weour ~~believe~~ten ~~this~~largest ~~metric~~advertising ispartners aaccounted ~~key~~for ~~indicator~~more ofthan ~~our~~61%, ~~user~~65%, ~~engagement~~ and ~~the~~63% ~~strength~~ of our ~~community.~~Media ~~In the event that the number of new contributions to user-generated content declines~~revenue, ~~this~~respectively. ~~metric~~One ~~may provide a leading indicator~~ of ~~the health of~~ our ~~business.~~growth ~~However,~~strategies ifis ~~the quantity of new contributions~~ to ~~user-generated content continues to~~ increase ~~but~~ the ~~quality~~amount oflarge ~~user-generated~~advertisers ~~content~~spend ~~declines,~~in ~~this~~our ~~metric~~marketplace, ~~would~~and ~~not~~we ~~capture~~expect ~~any~~this ~~corresponding~~revenue concentration ~~declines~~to incontinue. ~~user~~If ~~engagement~~one or ~~the~~ ~~strength~~more of ~~our~~these ~~community~~large asadvertisers ~~evidenced~~were byto ~~the~~decrease ~~lower~~or ~~quality~~discontinue ofadvertising ~~user-generated~~with ~~content~~us, our business and ~~such~~operating ~~data~~results ~~would~~will be ofadversely ~~limited use in those circumstances~~affected.

Our ~~growth~~operating ~~depends~~results inmay ~~part~~be onadversely ~~our~~affected ~~relationship~~by ~~with~~a ~~third~~failure ~~parties~~ to ~~provide~~collect usamounts ~~with~~owed ~~local~~to ~~information~~us by advertisers.

~~Third~~We ~~parties~~often ~~provide~~run usdisplay ~~with~~advertisements ~~information~~in ~~that~~our wemarketplace ~~use~~prior to ~~provide~~receiving ~~users~~payment ~~with~~from ~~insights~~an ~~that go beyond listings~~advertiser, ~~such~~which asmakes ~~information~~us ~~about~~subject ~~schools,~~to ~~crime,~~credit ~~and neighborhood amenities~~risks. ~~Property~~In ~~descriptions and sale transactions obtained via third-party data providers also inform~~ the ~~valuations~~past, ~~provided~~certain byadvertisers ~~our~~have ~~Trulia~~been ~~Estimates~~unable ~~feature.~~to Ifpay ~~these~~us due ~~third-party~~to ~~data~~bankruptcy ~~providers~~or ~~terminate~~other ~~their~~reasons, ~~relationships~~and ~~with~~we ~~us,~~cannot ~~the~~assure ~~information~~you that we ~~provide~~will ~~to users~~not ~~may~~experience becollection ~~limited~~issues orin the ~~quality of the information may suffer~~future. If we ~~are~~have ~~unable~~difficulty tocollecting ~~renew~~amounts ~~our~~owed ~~agreements~~to ~~with~~us ~~these~~by ~~data~~advertisers, ~~providers~~or onfail ~~favorable terms~~ to uscollect orthese toamounts ~~secure~~at ~~alternative sources for this information~~all, our ~~costs~~results ~~may~~of operations ~~increase~~ and ~~our business~~financial ~~may~~condition would be ~~harmed~~adversely affected.

IfWe wedepend doon ~~not~~our ~~display~~talented ~~accurate~~personnel to grow and ~~complete~~operate ~~information~~our onbusiness, and aif ~~timely~~we ~~basis,~~are ~~our~~unable ~~user~~to ~~traffic~~hire, ~~may~~retain, ~~decline~~manage, ~~our reputation~~and ~~would~~motivate ~~suffer~~our personnel, ~~and~~or if our ~~business~~new ~~and~~personnel ~~operating~~do ~~results~~not ~~would~~perform as we anticipate, we may not be ~~harmed~~able to grow effectively.

WeOur ~~receive~~future ~~listing~~success ~~and~~will ~~other information~~depend ~~provided~~upon byour ~~listing~~continued ~~aggregators~~ability ~~and~~to ~~other~~identify, ~~third~~hire, ~~parties~~develop, ~~that~~motivate, ~~we include on our websites~~ and ~~mobile~~retain ~~applications~~talented personnel. ~~Our~~We ~~reputation~~may ~~with~~not be ~~consumers~~able ~~depends~~to onretain the ~~accuracy~~services ~~and~~of ~~completeness~~any of ~~the~~our ~~information~~employees ~~that~~or weother ~~provide,~~members ~~although the accuracy and completeness~~ of ~~this~~senior ~~data~~management isin ~~often~~the ~~outside of our control~~future. We ~~cannot~~do ~~independently~~not ~~verify~~have ~~the~~employment ~~accuracy~~agreements orother ~~completeness~~than ofoffer ~~all~~letters ofwith ~~the~~any ~~information~~key ~~provided~~employee, toand uswe bydo ~~third~~not ~~parties.~~maintain Ifkey ~~third~~person ~~parties~~life ~~provide~~insurance usfor ~~with inaccurate or incomplete~~any ~~information~~employee. ~~that~~In weaddition, ~~then~~from ~~display~~time onto ~~our websites and mobile applications~~time, ~~consumers~~there may ~~become~~be ~~dissatisfied~~changes ~~with~~in our ~~products,~~senior ~~our~~management ~~traffic~~team that may ~~decrease,~~be ~~and~~disruptive to our ~~reputation may suffer~~business. ~~Real~~If ~~estate~~our ~~professionals~~senior ~~also~~management ~~expect~~team ~~listings~~fails ~~data and other information~~ to bework ~~accurate~~together ~~and~~effectively ~~complete,~~ and to ~~the~~execute ~~extent~~ our ~~information~~plans isand ~~incorrect or incomplete~~strategies, our ~~reputation and~~ business ~~relationships~~could ~~may~~be ~~suffer~~harmed.

InOur ~~addition,~~growth westrategy ~~update~~also ~~the~~depends ~~listing information that we provide~~ on our ~~websites~~ability ~~and~~to ~~mobile~~expand ~~applications~~our onorganization aby ~~daily~~hiring ~~basis~~high-quality personnel. ToIdentifying, ~~the~~recruiting, ~~extent~~training, ~~that~~integrating, wemanaging, ~~are~~and nomotivating ~~longer~~talented ~~able~~individuals towill ~~update~~require ~~information~~significant intime, ~~our marketplace on a timely basis~~expense, orand ifattention. ~~consumers~~Competition ~~begin~~for totalent ~~expect~~is ~~updates~~intense, particularly in athe ~~more~~San ~~timely~~Francisco ~~manner~~Bay Area, wewhere ~~may~~our headquarters beis ~~forced~~located. toIf ~~make~~we ~~investments~~are ~~which~~not ~~allow~~able us to ~~update~~effectively ~~information~~recruit ~~with~~and ~~higher~~retain ~~frequency.~~our ~~There~~talent, ~~can~~our bebusiness noand ~~assurance~~our ~~that~~ability ~~we will be able~~ to ~~provide information~~achieve atour astrategic ~~pace~~objectives ~~necessary~~would tobe ~~satisfy consumers in a cost-effective manner, or at all~~harmed.

Growth ofmay ~~our~~place ~~business~~significant ~~will~~demands ~~depend~~ on ~~a strong~~our ~~brand,~~management and ~~any failure to maintain, protect, and enhance~~ our ~~brand would hurt our ability to retain or expand our base of users, or our ability to increase their level of engagement~~infrastructure.

We ~~believe~~have ~~that~~experienced asubstantial ~~strong~~growth ~~brand~~in isour ~~necessary~~business tothat ~~continue~~has toplaced, ~~attract~~ and ~~retain~~may ~~consumers~~continue ~~and,~~to ~~in turn~~place, ~~the~~significant ~~real~~demands ~~estate~~on ~~professionals~~our management and ~~others~~ ~~who choose to advertise on~~ our ~~websites~~operational and ~~mobile~~financial ~~applications~~infrastructure. WeAs ~~need~~our tooperations grow ~~maintain~~in size, ~~protect~~scope, and ~~enhance~~complexity, ~~the~~we ~~“Trulia”~~will ~~and~~need ~~“Market~~to ~~Leader”~~improve ~~brands~~and inupgrade ~~order~~our tosystems ~~expand~~and ~~our~~infrastructure. ~~base~~The expansion of ~~users~~our systems and ~~increase~~infrastructure ~~their~~will ~~engagement~~require ~~with~~us ~~our websites~~to ~~and~~commit ~~mobile~~substantial ~~applications.~~financial, ~~This~~operational, ~~will~~and ~~depend~~technical resources in ~~part~~advance of onan ~~our~~increase ~~ability~~in tothe ~~continue~~volume toof ~~provide high-value~~business, ~~differentiated~~with ~~products,~~no ~~and~~assurance wethat ~~may~~the ~~not~~volume beof ~~able~~business towill ~~do so effectively~~increase. ~~This~~Continued ~~will~~growth could also ~~depend~~strain on our ability to ~~successfully~~maintain ~~execute~~reliable aservice ~~broader marketing~~levels ~~campaign~~for toour ~~further~~users ~~promote~~and ~~our~~advertisers, ~~brand.~~develop ~~For~~and ~~instance~~improve our operational, infinancial, ~~February~~and ~~2014~~management controls, weenhance ~~announced~~our areporting ~~national~~systems ~~marketing~~and ~~campaign~~procedures, ~~that~~and isrecruit, ~~designed~~train, toand ~~attract~~retain ~~serious~~highly skilled personnel.

29Our products are accessed by a large number of users, often at the same time. If the use of our marketplace continues to expand, we may not be able to scale our technology to accommodate increased capacity requirements, which may result in interruptions or delays in service. The failure of our systems and operations to meet our capacity requirements could result in interruptions or delays in service or impede our ability to scale our operations.

~~Index~~Our employee growth will also require significant financial and management resources. For example, in 2014, we entered into a lease for new headquarters in San Francisco and relocated to ~~Financial~~the ~~Statements~~facility, as we needed additional headquarters office space to accommodate our growth. As lease rates in the San Francisco commercial real estate market have increased significantly in recent years, we will incur significantly higher facilities expenses for the new larger facility for our headquarters.

~~home~~Managing ~~buyers and sellers to~~ our ~~marketplace.~~growth Ifwill ~~this~~require ~~campaign~~significant isexpenditures not successful, our business could suffer. Furthermore, negative publicity about our company, including our content, technology, sales practices, personnel, or customer service could diminish confidence in and ~~the~~allocation ~~use~~ of ~~our~~valuable ~~products,~~management ~~which could harm our operating results~~resources. If we ~~are~~fail ~~unable~~ to ~~maintain~~achieve orthe ~~enhance~~necessary ~~user~~level ~~and~~of ~~advertiser~~efficiency ~~awareness~~in of our ~~brand~~organization ~~cost~~as ~~effectively~~it grows, ~~our~~ our business, operating results, and financial condition ~~could~~would be harmed. In addition, our trulia.com and activerain.com websites serve as a forum for expression by our users, and if some of our users contribute inappropriate content and offend other users, our reputation could be harmed.

~~Our~~A ~~Market~~significant ~~Leader~~disruption ~~brand~~in service on our websites or of our mobile applications could bedamage ~~harmed~~our ifreputation ~~customers~~and doresult ~~not~~in ~~provide~~a ~~quality~~loss ~~service~~of ~~to prospective~~users ~~home~~of ~~buyers~~our products and ~~sellers~~of advertisers, which could harm our business, operating results, and financial condition.

WeOur ~~rely~~brand, onreputation, ~~real~~and ~~estate~~ability ~~professionals~~to ~~who~~attract ~~are~~users ~~our~~and ~~customers~~advertisers depend on the reliable performance of our ~~Market~~network ~~Leader~~infrastructure, ~~marketing~~software ~~services~~platform ~~products~~and tocontent ~~promote~~delivery. We may experience significant interruptions with our ~~Market~~systems ~~Leader~~in ~~brand~~the byfuture. ~~providing~~Interruptions ~~high-quality~~in ~~service~~these systems, whether due to ~~prospective~~system ~~home~~failures, ~~buyers~~computer ~~and~~viruses, ~~sellers.~~or Wephysical ~~have~~or ~~little~~electronic ~~control~~break-ins, ~~over~~could affect the ~~activities~~security ofor ~~customers.~~availability Ifof ~~customers~~our doproducts ~~not~~on ~~provide~~our ~~prospective~~websites ~~home~~and ~~buyers~~mobile applications, and ~~sellers~~ ~~with~~prevent ~~high-quality~~or ~~service,~~inhibit orthe ifability ~~they~~of ~~use~~users to access our products. Problems with the ~~functionality~~reliability or security of our systems tocould ~~send~~harm ~~unwanted~~our ~~email~~reputation, toresult ~~prospective~~in ~~home~~a loss ~~buyers~~of orusers ~~sellers,~~of our ~~brand~~products ~~value~~ and ~~our~~of ~~ability~~advertisers, toand ~~generate~~result ~~leads~~in ~~may~~additional ~~diminish~~costs.

WeSubstantially ~~rely~~all onof the communications, network, and computer hardware used to operate our trulia.com website and mobile applications are located at a ~~small~~single ~~number~~colocation offacility ~~advertising~~in ~~partners~~Santa ~~for~~Clara, California. Our software as a ~~substantial~~service ~~portion~~operations ofdepend on our ~~Media~~ability ~~revenue~~to maintain and protect our computer systems, located in Bellevue, Washington and at other co-location facilities in Kent, Washington and other locations operated by third parties. While we ~~are~~have ~~subject~~made investments to ~~risks~~back asup our system in the event of a ~~result~~disruption involving these facilities, our systems are not fully redundant. In addition, we do not own or control the operation of ~~this~~these facilities. Our systems and operations are vulnerable to damage or interruption from fire, flood, power loss, ~~advertiser~~telecommunications ~~concentration~~failure, terrorist attacks, acts of war, electronic and physical break-ins, computer viruses, earthquakes, and similar events. The occurrence of any of these events could result in damage to our systems and hardware or could cause them to fail.

InProblems ~~the~~faced ~~years~~by ~~ended~~our ~~December 31,~~third-party ~~2013,~~web ~~2012,~~hosting ~~and~~providers ~~2011,~~could ~~our~~adversely ~~ten~~affect ~~largest~~the ~~advertising~~experience of our users. Our ~~partners~~third-party ~~accounted~~web ~~for~~hosting ~~more~~providers ~~than~~could ~~65%,~~close ~~63%,~~their ~~and~~facilities ~~54%~~without ofadequate ~~our~~notice. ~~Media~~Any ~~revenue~~financial difficulties, ~~respectively.~~up ~~One~~to ofand including bankruptcy, faced by our ~~growth~~third-party ~~strategies~~web ishosting toproviders ~~increase~~or any of the ~~amount~~service ~~large~~providers ~~advertisers~~with ~~spend~~whom inthey contract may have negative effects on our ~~marketplace~~business, the nature and weextent ~~expect~~of ~~this~~which ~~revenue~~are ~~concentration~~difficult to ~~continue~~predict. If ~~one~~our ~~or more~~third-party ofweb ~~these~~hosting ~~large~~providers ~~advertisers~~are ~~were~~unable to ~~decrease~~keep orup ~~discontinue~~with ~~advertising~~our ~~with~~growing uscapacity needs, our business ~~and~~could ~~operating results will~~ be ~~adversely affected~~harmed.

~~Our~~Any ~~operating~~errors, ~~results~~defects, ~~may~~disruptions, beor ~~adversely~~other ~~affected~~performance byor areliability ~~failure~~problems towith ~~collect~~our ~~amounts~~network ~~owed~~operations could cause interruptions in access to usour byproducts ~~advertisers~~as well as delays and additional expense in arranging new facilities and services and could harm our reputation, business, operating results, and financial condition.

WeOur ~~often~~failure ~~run display advertisements in our marketplace prior~~ to ~~receiving~~protect ~~payment~~confidential ~~from~~information anof ~~advertiser,~~our ~~which~~users ~~makes~~against ussecurity ~~subject~~breaches tocould ~~credit~~damage ~~risks.~~our Inreputation ~~the~~and ~~past,~~brand ~~certain advertisers have been unable to pay us due to bankruptcy or other reasons,~~ and weharm ~~cannot assure you that we will not experience collection issues in the future. If we have difficulty collecting amounts owed to us by advertisers, or fail to collect these amounts at all,~~ our ~~results~~business ~~of operations~~ and ~~financial~~operating ~~condition would be adversely affected~~results.

~~Current~~We maintain sensitive information provided by users and ~~future~~advertisers. ~~acquisitions~~We rely on encryption and ~~investments~~authentication ~~could~~technology ~~disrupt~~licensed ~~our~~from ~~business~~third parties to effect secure transmission of confidential information, ~~cause~~including ~~dilution~~personally identifiable information and credit card numbers. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches. If we are unable to maintain the security of confidential information that is provided to us by our ~~stockholders~~users, our reputation and brand could be harmed and we may be exposed to a risk of loss or litigation and possible liability, any of which could harm our ~~financial~~business ~~condition~~ and operating results.

~~Our~~30 success will depend, in part, on our ability to expand our products and markets, and grow our business in response to changing technologies, user, and advertiser demands, and competitive pressures. In some circumstances, we may determine to do so through the acquisition of complementary businesses and technologies rather than through internal development, including, for example, our acquisition of Movity, Inc., a data visualization company, and our acquisition of Market Leader, Inc., a provider of software-as-a-service based customer relationship management software for the real estate sector. The identification of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include:

• diversion of management time and focus from operating our business to addressing acquisition integration challenges;

• coordination of research and development and sales and marketing functions;

• transition of the acquired company’s users to our websites and mobile applications;

• retention of employees from the acquired company;

~~Index~~Failure to ~~Financial~~adequately ~~Statements~~protect our intellectual property could harm our business and operating results.

•Our ~~cultural~~business ~~challenges~~depends ~~associated~~on ~~with~~our ~~integrating~~intellectual ~~employees~~property, ~~from~~the protection of which is crucial to the ~~acquired~~success ~~company~~of our business. We rely on a combination of patent, trademark, trade secret, and copyright law and contractual restrictions to protect our intellectual property. In addition, we attempt to protect our intellectual property, technology, and confidential information by requiring our employees and consultants to enter into confidentiality and assignment of inventions agreements and third parties to enter into nondisclosure agreements. These agreements may not effectively prevent unauthorized use or disclosure of our ~~organization;~~confidential information, intellectual property, or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property, or technology. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our websites features, software, and functionality or obtain and use information that we consider proprietary.

•We ~~failure~~have toregistered ~~successfully~~“Trulia” ~~continue~~as a trademark in the ~~development~~United States, and several other jurisdictions. We hold twenty-three trademarks registered in the United States and thirty-nine trademarks registered in other jurisdictions associated with our Trulia and Market Leader business. We have five patents registered and 12 patents pending application in the United States. Competitors may adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other ~~acquired~~registered ~~technologies;~~trademarks or trademarks that incorporate variations of the terms “Trulia” or “Market Leader.”

•We ~~integration~~currently hold the “Trulia.com,” “Marketleader.com,” “Housevalues.com” and “RealEstate.com” Internet domain names and various other related domain names. The regulation of domain names in the ~~acquired~~United ~~company’s~~States ~~accounting~~is subject to change. Regulatory bodies could establish additional top-level domains, ~~management~~appoint ~~information~~additional domain name registrars, ~~human~~or ~~resources~~modify the requirements for holding domain names. As a result, ~~and~~we ~~other~~may not ~~administrative~~be ~~systems;~~able to acquire or maintain all domain names that use the names Trulia, Market Leader, Housevalues, or RealEstate.

•Litigation or proceedings before the ~~need~~U.S. toPatent ~~implement~~and Trademark Office or ~~improve~~other ~~controls~~governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights, ~~procedures~~to protect our patent rights, trade secrets, and ~~policies~~domain atnames aand ~~business~~to ~~that~~determine ~~prior~~the tovalidity and scope of the ~~acquisition~~proprietary rights of others. Our efforts to enforce or protect our proprietary rights may ~~have~~be ~~lacked~~ineffective ~~effective~~and ~~controls,~~could ~~procedures~~result in substantial costs and diversion of resources, which could harm our business and ~~policies;~~operating results.

•Intellectual ~~liability~~property ~~for~~infringement ~~activities~~assertions ofby ~~the~~third ~~acquired~~parties ~~company~~could ~~before~~result ~~the~~in ~~acquisition,~~significant ~~including~~costs ~~patent~~ and ~~trademark~~harm ~~infringement~~our ~~claims,~~business ~~violations of laws, commercial disputes, tax liabilities,~~ and ~~other~~operating ~~known~~results. ~~and unknown liabilities;~~

•Other parties have asserted, and may in the future assert, that we have infringed their intellectual property rights. Such litigation may involve patent holding companies or other ~~claims~~adverse inpatent ~~connection~~owners ~~with~~who ~~the~~have ~~acquired~~no ~~company~~relevant product revenue, ~~including~~and ~~claims~~therefore ~~from~~our ~~terminated~~own ~~employees~~issued and pending patents may provide little or no deterrence. We could also be required to pay damages in an unspecified amount. For example, ~~users~~in September 2011, ~~former~~we ~~stockholders~~entered into a settlement agreement with CIVIX-DDI LLC, or ~~other~~CIVIX, ~~third~~relating ~~parties;~~to a claim by CIVIX that we infringed two CIVIX patents relating to searching and locating real estate. Under the settlement agreement, we agreed to pay CIVIX to settle the litigation.

•Litigation ~~substantial~~matters ~~impairments~~could cause us to ~~goodwill~~incur orsignificant ~~intangible~~expenses and ~~assets~~costs. inIn addition, the ~~event~~outcome of any litigation is inherently unpredictable, and as a result of our litigation matters, we may be required to pay damages, an injunction may be entered against us that requires us to change certain features in our marketplace, or a license or other right to continue to deliver an ~~acquisition~~unmodified ~~proves~~version of such features may not be made available to us at all or may require us to pay ongoing royalties and comply with unfavorable terms. Any of these outcomes could harm our business. Even if we were to prevail, litigation matters can be ~~less~~costly ~~valuable~~and ~~than~~time-consuming, could divert the ~~price~~attention weof ~~paid~~our ~~for~~management ~~it;~~and key personnel from our business operations, and may discourage consumers, real estate professionals, and advertisers from using our marketplace.

•31 ~~the possibility that any acquisition may be viewed negatively by our customers or investors or the financial markets.~~

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities, amortization expenses, impairment of goodwill, and restructuring charges, any of which could harm our financial condition and operating results. Also, the anticipated benefits of any acquisitions may not materialize.

Competition within our industry for acquisitions of businesses, technologies, assets and product lines has been, and is likely to continue to be, intense. As such, even if we are able to identify an acquisition that we would like to consummate, we may not be able to complete the acquisition on commercially reasonable terms or because the target chooses to be acquired by another company. Furthermore, in the event that we are able to identify and consummate any future acquisitions, we may, in each of those acquisitions:

• issue equity securities which would dilute current stockholders’ percentage ownership;

• incur substantial debt to finance the acquisition or assume substantial debt in the acquisition;

• incur significant acquisition-related expenses;

• assume substantial liabilities, contingent or otherwise; or

• expend significant cash.

These financing activities or expenditures could harm our operating results, cash flows and financial condition or the price of our common stock. Alternatively, due to difficulties in the capital or credit markets, we may be unable to secure capital on reasonable terms, or at all, necessary to complete an acquisition.

We depend on our talented personnel to grow and operate our business, and if we are unable to hire, retain, manage, and motivate our personnel, or if our new personnel do not perform as we anticipate, we may not be able to grow effectively.

Our future success will depend upon our continued ability to identify, hire, develop, motivate, and retain talented personnel. We may not be able to retain the services of any of our employees or other members of senior management in the future. We do not have employment agreements other than offer letters with any key employee, and we do not maintain key person life insurance for any employee. In addition, from time to time, there may be changes in our senior management team that may be disruptive to our business. If our senior management team fails to work together effectively and to execute our plans and strategies, our business could be harmed.

~~Index~~From time to ~~Financial~~time, ~~Statements~~we also have other claims brought against us by third parties alleging infringement of their intellectual property. We cannot predict whether other assertions of third-party intellectual property rights or claims arising from such assertions will substantially harm our business and operating results. The defense of these claims and any future infringement claims, whether they are with or without merit or are determined in our favor, may result in costly litigation and diversion of technical and management personnel. Furthermore, an adverse outcome of a dispute may require us to pay damages, potentially including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s patent or copyright rights; cease making, licensing or using products that are alleged to incorporate the intellectual property of others; expend additional development resources to redesign our products; and enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies. Royalty or licensing agreements, if required, may be unavailable on terms acceptable to us, or at all. In any event, we may need to license intellectual property, which would require us to pay royalties or make one-time payments. Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, the time and resources necessary to resolve them could harm our business, operating results, financial condition, and reputation.

~~Our~~We ~~growth~~are ~~strategy~~subject ~~also depends on our ability~~ to ~~expand~~certain ~~our~~purported ~~organization~~class byaction ~~hiring high-quality~~lawsuits ~~personnel.~~relating ~~Identifying,~~to ~~recruiting, training, integrating, managing, and motivating talented individuals will require significant time, expense, and attention. Competition for talent is intense, particularly in~~ the ~~San~~Zillow ~~Francisco Bay Area~~Merger, ~~where~~which ~~our~~could ~~headquarters~~materially isadversely ~~located.~~affect ~~If we are not able to effectively recruit and retain~~ our ~~talent~~business, financial ~~our~~condition ~~business~~ and ~~our~~operating ~~ability to achieve our strategic objectives would be harmed~~results.

~~Growth~~We and our directors, Zillow and Zillow’s directors and HoldCo are subject to certain purported class action lawsuits relating to the Zillow Merger and additional lawsuits may ~~place~~be ~~significant~~filed. ~~demands~~While we intend to defend against the actions vigorously, the costs of the defense of such lawsuits and other effects of such litigation could have an adverse effect on our ~~management~~business, financial condition and ~~our~~operating ~~infrastructure~~results.

WeValuation ~~have experienced substantial growth in our business that has placed,~~ and ~~may~~other ~~continue to place, significant demands on our management and our operational and financial infrastructure. As our operations~~proprietary ~~grow~~data inmay ~~size,~~be ~~scope,~~subject ~~and complexity, we will need~~ to ~~improve and upgrade our systems and infrastructure~~disputes. The expansion of our systems and infrastructure will require us to commit substantial financial, operational, and technical resources in advance of an increase in the volume of business, with no assurance that the volume of business will increase. Continued growth could also strain our ability to maintain reliable service levels for our users and advertisers, develop and improve our operational, financial, and management controls, enhance our reporting systems and procedures, and recruit, train, and retain highly skilled personnel.

~~Our~~We ~~products~~provide ~~are~~data ~~accessed~~that byis relevant to the decision to purchase a ~~large~~home ~~number~~and some of ~~users,~~this data ~~often~~is atsubject ~~the~~to ~~same~~revision, ~~time.~~interpretation, Ifor ~~the~~dispute. ~~use~~For ofexample, our ~~marketplace~~Trulia ~~continues~~Estimates totool ~~expand,~~provides weusers ~~may~~with ~~not~~home bevaluations ~~able~~and tois ~~scale~~based ~~our~~on ~~technology~~algorithms we have developed to ~~accommodate~~analyze ~~increased capacity~~third-party ~~requirements,~~data. We revise our algorithms regularly, which may ~~result~~cause invaluations ~~interruptions~~to ordiffer ~~delays~~from inthose ~~service~~previously provided. ~~The~~Consumers ~~failure~~and ofreal ~~our~~estate ~~systems~~professionals ~~and~~sometimes ~~operations~~disagree towith ~~meet~~ our ~~capacity~~estimates. ~~requirements~~Any ~~could~~such ~~result~~variation in ~~interruptions~~ or ~~delays~~disagreements about the estimates that we present could result in ~~service~~negative user orfeedback, ~~impede~~harm our ~~ability~~reputation, or lead to ~~scale~~legal ~~our operations~~disputes.

~~Our~~We ~~employee~~are ~~growth~~subject will also require significant financial and management resources. For example, for our San Francisco headquarters, our existing lease expires in 2014 and we anticipate needing additional headquarters office space to ~~accommodate~~payments-related ~~growth~~risks. As lease rates in the San Francisco commercial real estate market have increased in recent years, we expect to incur significantly higher facilities expenses as we seek to renew our existing lease and add additional space or find a new, larger facility for our headquarters.

~~Managing~~We ~~our~~accept ~~growth~~payments ~~will~~using ~~require~~a ~~significant~~variety ~~expenditures~~of ~~and~~methods, ~~allocation~~including ofcredit ~~valuable~~and ~~management~~debit ~~resources~~cards. IfFor certain payment methods, including credit and debit cards, we ~~fail~~pay bank interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We rely on third parties to ~~achieve~~provide ~~the~~payment ~~necessary~~processing ~~level~~services, including the processing of ~~efficiency~~credit inand debit cards, and our ~~organization~~business aswould be disrupted if these companies become unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it ~~grows~~difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept ~~business,~~credit ~~operating~~and ~~results~~debit card payments from consumers or facilitate other types of online payments, and ~~financial~~our ~~condition~~business ~~would~~and operating results could be ~~harmed~~adversely affected.

AIf ~~significant~~we ~~disruption~~fail into ~~service~~comply onwith ~~our~~the ~~websites~~various orlaws ~~of our mobile applications could damage our reputation~~ and ~~result~~regulations inthat agovern ~~loss~~the ofreal ~~users~~estate ~~of our products and of advertisers~~industry, ~~which could harm~~ our business, ~~operating~~may ~~results,~~be ~~and financial condition~~harmed.

Our ~~brand,~~business ~~reputation,~~is ~~and~~governed ~~ability~~by tovarious ~~attract~~federal, ~~users~~state and ~~advertisers~~local ~~depend~~laws onand ~~the~~regulations ~~reliable~~governing ~~performance~~the ofreal ~~our~~estate ~~network infrastructure~~industry, ~~software~~ ~~platform~~including ~~and~~the ~~content~~Real Estate ~~delivery.~~Settlement WeProcedures ~~may~~Act ~~experience~~(RESPA), ~~significant~~the ~~interruptions~~Fair ~~with~~Housing ~~our~~Act, ~~systems~~state inand ~~the~~local ~~future.~~real ~~Interruptions~~estate inbroker ~~these~~licensing ~~systems~~laws, ~~whether~~federal ~~due~~and tostate ~~system~~laws ~~failures,~~prohibiting ~~computer~~unfair ~~viruses,~~and ordeceptive ~~physical~~acts orand ~~electronic break-ins~~practices, ~~could~~and ~~affect the~~federal ~~security~~and orstate ~~availability~~advertising oflaws. ~~our~~We ~~products~~may onnot ~~our~~have always ~~websites~~been and ~~mobile~~may ~~applications,~~not ~~and~~always ~~prevent~~be orin ~~inhibit~~compliance ~~the~~with ~~ability~~each of ~~users~~these torequirements. ~~access~~Failure ~~our~~to ~~products.~~comply ~~Problems~~ with ~~the~~these ~~reliability~~requirements ormay ~~security of our systems could harm our reputation,~~ result in, ~~a loss~~among ofother ~~users of our products and of advertisers~~things, ~~and~~revocation ~~result in additional costs.~~

~~Substantially~~32 all of the communications, network, and computer hardware used to operate our trulia.com website and mobile applications are located at a single colocation facility in Santa Clara, California. Our Market Leader operations depend on our ability to maintain and protect our computer systems, located in Bellevue, Washington and at other co-location facilities in Kent, Washington and other locations operated by third parties. While we have made investments to back up our system in the event of a disruption involving these facilities, our systems are not fully redundant. In addition, we do not own or control the operation of these facilities. Our systems and operations are vulnerable to damage or interruption from fire, flood, power loss, telecommunications

~~Index~~ of required licenses, indemnification liability to ~~Financial~~contract ~~Statements~~counterparties, class action lawsuits, administrative enforcement actions and civil and criminal liability.

~~failure,~~Due ~~terrorist~~to ~~attacks,~~the ~~acts~~geographic scope of ~~war~~our operations and the nature of the services we provide, ~~electronic~~we may be required to obtain and ~~physical~~maintain ~~break-ins~~real estate brokerage licenses in certain states in which we operate. In connection with such licenses, ~~computer~~we ~~viruses~~are required to designate individual licensed brokers of record. We cannot assure you that we are, ~~earthquakes~~and will remain at all times, in full compliance with state real estate licensing laws and ~~similar~~regulations ~~events.~~and ~~The~~we ~~occurrence~~may be subject to fines or penalties in the event of any ofnon-compliance. ~~these~~If ~~events~~in ~~could~~the ~~result~~future a state agency were to determine that we are required to obtain a real estate brokerage license in that ~~damage~~state in order to receive payments or commissions from real estate professionals, or if we lose the services of a designated broker, we may be subject to fines or legal penalties or our business operations in that state may be suspended until ~~systems~~we ~~and~~obtain ~~hardware~~the license or ~~could~~replace ~~cause~~the ~~them~~designated broker. Any failure to ~~fail.~~comply with applicable laws and regulations may limit our ability to expand into new markets, offer new products or continue to operate in one or more of our current markets.

~~Problems~~We faced by our third-party web hosting providers could adversely affect the experience of our users. Our third-party web hosting providers could close their facilities without adequate notice. Any financial difficulties, up to and including bankruptcy, faced by our third-party web hosting providers or any of the service providers with whom they contract may ~~have~~be ~~negative~~limited ~~effects~~in ~~on our business,~~ the ~~nature~~way ~~and~~in ~~extent of~~ which ~~are~~we ~~difficult~~market ~~to predict. If~~ our ~~third-party~~business ~~web~~or ~~hosting~~generate ~~providers~~revenue ~~are~~by ~~unable~~federal tolaw ~~keep~~prohibiting upreferral ~~with~~fees ~~our~~in ~~growing capacity needs, our~~real ~~business~~estate ~~could be harmed~~transactions.

~~Any~~RESPA ~~errors,~~generally ~~defects,~~prohibits ~~disruptions,~~the payment or receipt of fees or any other ~~performance~~thing of value for the referral of business related to a residential real estate settlement service, including real estate brokerage services. RESPA also prohibits fee shares or ~~reliability~~splits ~~problems~~or unearned fees in connection with ~~our~~the ~~network~~provision of residential real estate settlement ~~operations~~services. ~~could~~However, ~~cause~~RESPA ~~interruptions~~expressly inpermits ~~access~~payments pursuant to ~~our~~cooperative ~~products~~brokerage asand ~~well~~referral asarrangements ~~delays~~or agreements between real estate agents and ~~additional~~brokers. ~~expense~~In addition, RESPA permits payments for goods or facilities furnished or for services actually performed, so long as those payments bear a reasonable relationship to the market value of the goods or facilities furnished or the services performed, excluding the value of any referrals that may be provided in ~~arranging~~connection ~~new~~with such goods, facilities ~~and~~or services. ~~and~~Failure ~~could~~to ~~harm~~comply ~~our~~with ~~reputation~~RESPA may result in, ~~business~~among other things, ~~operating~~administrative ~~results~~enforcement actions, class action lawsuits, and ~~financial~~civil ~~condition~~and criminal liability.

~~Our~~There ~~failure~~has tobeen ~~protect~~limited ~~confidential~~guidance ~~information~~by the appropriate federal regulator or the courts regarding the applicability of ~~our~~RESPA ~~users~~to ~~against~~online marketing ~~security~~relationships ~~breaches~~for ~~could~~real ~~damage~~estate or mortgage services, including those we provide. Nonetheless, RESPA may restrict our ~~reputation~~ability ~~and~~to ~~brand~~enter into marketing and ~~harm~~distribution ~~our~~arrangements ~~business~~with third parties, particularly to the extent that such ~~and~~arrangements ~~operating~~may ~~results~~be characterized as involving payments for the referral of residential real estate settlement service business.

~~We maintain sensitive information provided by users and advertisers. We rely on encryption and~~Our ~~authentication~~business ~~technology~~is ~~licensed~~subject ~~from third parties~~ to ~~effect~~a ~~secure~~variety ~~transmission~~ of ~~confidential~~state ~~information, including personally identifiable information~~ and ~~credit~~federal ~~card~~laws, ~~numbers.~~many Weof ~~may~~which ~~need to expend significant resources to protect against security breaches or to address problems caused by breaches. If we~~ are ~~unable~~unsettled toand ~~maintain~~still ~~the~~developing ~~security of confidential information that is provided to us by our users, our reputation~~ and ~~brand~~which could besubject ~~harmed~~us ~~and we may be exposed~~ to aclaims ~~risk of loss~~ or ~~litigation~~otherwise ~~and possible liability, any of which could~~ harm our business ~~and operating results~~.

~~Failure~~We are subject to ~~adequately~~a ~~protect~~variety ~~our~~of federal and state laws, including laws regarding data retention, privacy, and consumer protection that are ~~intellectual~~continuously ~~property~~evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users. In addition, regulatory authorities are considering a number of legislative and regulatory proposals concerning data protection and other matters that may be applicable to our business. Changes to existing laws or regulations or the adoption of new laws or regulations could ~~harm~~negatively affect our business. It is difficult to predict how existing laws will be applied to our business and ~~operating~~the ~~results~~new laws to which we may become subject.

Our ~~business~~operating ~~depends~~results onmay ~~our~~be ~~intellectual property,~~harmed ~~the~~if protection of which is crucial to the success of our business. We rely on a combination of patent, trademark, trade secret, and copyright law and contractual restrictions to protect our intellectual property. In addition, we ~~attempt~~are ~~to protect~~required ~~our intellectual property, technology, and confidential information by requiring our employees and consultants~~ to ~~enter~~collect ~~into~~sales ~~confidentiality~~taxes ~~and~~for ~~assignment of inventions agreements and third parties to enter into nondisclosure agreements. These agreements may not effectively prevent unauthorized use or disclosure of~~ our confidential information, intellectual property, or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property, or technologyproducts. ~~Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our websites features, software, and functionality or obtain and use~~ ~~information that we consider proprietary.~~

WeThere ~~have~~is ~~registered~~general ~~“Trulia”~~uncertainty ~~as a trademark~~ in the ~~United~~industry ~~States,~~about the ~~European~~ ~~Union~~obligation ~~and~~of ~~Canada. We also hold thirty~~Internet-~~six~~based ~~registered~~businesses ~~trademarks~~to ~~registered~~collect ~~in the United States~~ and ~~five~~remit sales ~~trademarks~~taxes ~~registered~~ in ~~Canada~~jurisdictions ~~associated~~where ~~with~~their ~~our~~commerce ~~Market~~is ~~Leader~~solely ~~business~~virtual. WeIn ~~have five patents registered and nine patents pending application in~~ the ~~United~~current ~~States. Competitors may adopt service names similar to ours~~climate, ~~thereby~~it ~~harming~~is ~~our~~possible ability to build brand identity and possibly leading to user confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that ~~incorporate variations of the term “Trulia” or “Market Leader.”~~

We33 currently hold the “Trulia.com,” “Marketleader.com,” “Housevalues.com” and “RealEstate.com” Internet domain names and various other related domain names. The regulation of domain names in the United States is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain all domain names that use the names Trulia, Market Leader, Housevalues, or RealEstate.

~~Index~~ one or more states or countries could seek to ~~Financial~~impose ~~Statements~~sales or other tax collection obligations on us or our subscribers with regards to our products, which taxes may be applicable to past sales. A successful assertion that we should be collecting additional sales or other taxes on our products could result in substantial tax liabilities for past sales, discourage subscribers from purchasing our products, or otherwise harm our business and operating results.

~~Litigation~~If orwe ~~proceedings~~fail ~~before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future~~ to ~~enforce~~expand ~~our~~effectively ~~intellectual~~into ~~property~~adjacent ~~rights~~markets, ~~to protect~~ our ~~patent~~growth ~~rights,~~prospects ~~trade~~could ~~secrets, and domain names and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may~~ be ~~ineffective and could result in substantial costs and diversion of resources, which could harm our business and operating results~~harmed.

~~Intellectual~~We ~~property~~intend ~~infringement~~to ~~assertions~~expand byour ~~third~~operations ~~parties~~into ~~could~~adjacent ~~result~~markets, such as rentals, mortgages, and home improvement, and into international geographies. We may incur losses or otherwise fail to enter these markets successfully. Our expansion into these markets will place us in ~~significant~~competitive ~~costs~~environments with which we are unfamiliar and ~~harm~~involves ~~our~~various ~~business~~risks, including the need to invest resources and ~~operating~~the ~~results~~possibility that returns on such investments will not be achieved for several years, or at all. In attempting to establish a presence in new markets, we expect to incur expenses and face various other challenges, such as expanding our sales force and management personnel to cover these markets.

~~Other~~Item ~~parties have asserted, and may in the future assert, that we have infringed their intellectual property rights~~1B. ~~Such~~ ~~litigation~~Unresolved ~~may~~Staff involve patent holding companies or other adverse patent owners who have no relevant product revenue, and therefore our own issued and pending patents may provide little or no deterrence. We could also be required to pay damages in an unspecified amount. For example, in September 2011, we entered into a settlement agreement with CIVIX-DDI LLC, or CIVIX, relating to a claim by CIVIX that we infringed two CIVIX patents relating to searching and locating real estate. Under the settlement agreement, we agreed to pay CIVIX to settle the litigation. Comments

~~In addition, on September 12, 2012, Zillow, Inc~~None.~~, or~~ Zillow, filed a lawsuit against us in the United States District Court for the Western District of Washington, alleging that we infringe on one U.S. patent held by it. The lawsuit alleges that one component of our Trulia Estimates feature infringes upon Zillow’s patent insofar as Trulia Estimates allows homeowners to claim their homes and provide additional information about the properties, which enables us to update the valuation estimates for such properties. We started offering our Trulia Estimates feature in 2011. Zillow is seeking a permanent injunction against the alleged infringement, compensatory damages, and attorneys’ fees. On September 11, 2013, we filed a petition for covered business method patent review with the United States Patent and Trademark Office (“PTO”). The PTO has not yet ruled on the petition. Also, on September 12, 2013, we filed a motion to stay pending the PTO’s review. The district court granted our motion to stay on October 7, 2013, and this matter is now stayed pending the conclusion of the covered business method patent review by the PTO. We believe we have meritorious defenses against Zillow’s claims and we intend to vigorously defend the claims against us.

~~The~~Item ~~foregoing litigation matters could cause us to incur significant expenses and costs~~2. In addition, the outcome of any litigation is inherently unpredictable, and as a result of this litigation matter, we may be required to pay damages, an injunction may be entered against us that requires us to change certain features in our marketplace, or a license or other right to continue to deliver an unmodified version of such features may not be made available to us at all or may require us to pay ongoing royalties and comply with unfavorable terms. Any of these outcomes could harm our business. Even if we were to prevail, this litigation matter could be costly and time-consuming, could divert the attention of our management and key personnel from our business operations, and may discourage consumers, real estate professionals, and advertisers from using our marketplace. Properties

~~From~~On ~~time~~March 10, ~~to time~~2014, we ~~also~~entered ~~have~~into ~~other~~a ~~claims~~lease ~~brought~~effective ~~against~~November 1, us2014, ~~by third~~for ~~parties~~approximately ~~alleging~~79,000 ~~infringement~~square offeet ~~their intellectual property. We cannot predict whether other assertions~~ of ~~third-party~~new ~~intellectual~~office ~~property~~space ~~rights~~at or535 ~~claims~~Mission ~~arising~~Street ~~from~~in ~~such~~San ~~assertions~~Francisco ~~will~~that ~~substantially~~houses ~~harm~~ our ~~business and operating~~principal ~~results~~executive office. ~~The~~This ~~defense~~office ofspace ~~these~~replaced ~~claims~~our ~~and~~former ~~any~~principal ~~future~~office ~~infringement~~at ~~claims,~~116 ~~whether~~New ~~they~~Montgomery ~~are~~Street ~~with~~in orSan ~~without~~Francisco, ~~merit~~for orwhich ~~are~~the ~~determined~~lease inexpired ~~our favor, may result~~ in ~~costly~~the ~~litigation~~fourth ~~and~~quarter ~~diversion~~ of ~~technical and management personnel~~2014. ~~Furthermore,~~On ~~an adverse outcome of a dispute may require us to pay damages~~July 25, ~~potentially~~2014 ~~including treble damages and attorneys’ fees, if~~ we ~~are~~entered ~~found~~into ~~to have willfully infringed~~ a ~~party’s~~lease ~~patent~~amendment orunder ~~copyright~~which ~~rights; cease making, licensing or using~~we ~~products~~will ~~that~~lease ~~are~~an ~~alleged~~additional to26,620 ~~incorporate~~square ~~the~~feet ~~intellectual property~~ of ~~others;~~office ~~expend~~space ~~additional~~commencing ~~development resources to redesign our products; and enter into potentially unfavorable royalty or license agreements~~ in ~~order~~October to2015 ~~obtain~~under the ~~right~~same ~~to use necessary technologies. Royalty or licensing agreements, if required, may be unavailable on~~ terms ~~acceptable~~and ~~to us, or at all~~conditions. ~~In any event, we may need to license intellectual property which would require us to pay royalties or make one-time payments. Even if these matters do not result in litigation or~~

34On April 10, 2014, we entered into a lease effective May 1, 2014 for approximately 65,000 square feet of office space in the Denver metropolitan area. In September 2013, we entered into a lease effective through September 2021, for approximately 72,000 square feet of office space that houses our offices in Bellevue, WA. We lease additional office space in New York. We believe our facilities are sufficient for our current needs.

Item 3.

Legal Proceedings

From time to time, we are subject to legal proceedings and claims in the ordinary course of business. We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights.

Zillow Merger Litigation

Between August 7, 2014 and August 20, 2014, four plaintiffs filed purported class action lawsuits against us and our directors, Zillow and HoldCo in connection with the Zillow Merger. Three of those purported class actions were brought in the Delaware Court of Chancery, captioned Shue et al. v. Trulia, Inc., et al., Case No. 10020 (August 7, 2014), Sciabacucci et al. v. Trulia, Inc., et al., Case No. 10022 (August 8, 2014), and Steinberg et al. v. Trulia, Inc. et al., Case No. 10049 (August 20, 2014). The fourth of those purported class actions was brought in the Superior Court of the State of California for the County of San Francisco, captioned Collier et al. v. Trulia, Inc., et al., Case No. CGC 14-540985 (August 7, 2014).

Each of the lawsuits alleges that our directors breached their fiduciary duties to Trulia stockholders, and that the other defendants aided and abetted such breaches, by seeking to sell Trulia through an allegedly unfair

~~Index~~ process and for an unfair price and on unfair terms. The Collier complaint filed in Delaware and the Sciabacucci complaint (as amended, as described below) also allege that our directors breached their fiduciary duties to ~~Financial~~Trulia ~~Statements~~stockholders, and that the other defendants aided and abetted such breaches, with respect to the contents of HoldCo’s registration statement on Form S-4. All lawsuits seek, among other things, equitable relief that would enjoin the consummation of the Zillow Merger and attorneys’ fees and costs. The Delaware actions also seek rescission of the Merger Agreement (to the extent it has already been implemented) or rescissory damages, and orders directing the individual defendants to account for alleged damages suffered by the plaintiff and the purported class as a result of the defendants’ alleged wrongdoing.

On September 23, 2014, the plaintiff in the Sciabacucci action filed an amended complaint, alleging substantially the same ~~are~~claims ~~resolved~~and seeking substantially the same relief as in ~~our~~the ~~favor~~original orcomplaint, ~~without~~and ~~significant~~on ~~cash~~September 24, ~~settlements~~2014, the ~~time~~plaintiff filed (1) a motion for expedited proceedings, (2) a motion for a preliminary injunction, (3) a request for production of documents from defendants, and ~~resources~~(4) notice ~~necessary~~of todepositions. On ~~resolve~~October 7, ~~them~~2014, ~~could~~the ~~harm~~plaintiff ~~our~~in ~~business~~the Collier action filed a new complaint in Delaware Court of Chancery, ~~operating~~captioned ~~results~~Collier et al. v. Trulia, ~~financial~~Inc., et ~~condition~~al., Case No. 10209 (October 7, 2014), alleging substantially the same claims and seeking substantially the same relief as the original complaint filed in California. On October 8, 2014, the plaintiff in the Collier ~~reputation~~action filed a request for dismissal of the California case without prejudice. On October 13, 2014, the Delaware Court of Chancery issued an order consolidating all of the Delaware actions into one matter captioned In re Trulia, Inc. Stockholder Litigation, C.A. No. 10020-CB and appointed a lead counsel. On October 13 and 14, 2014, the above-referenced motions were refiled under the consolidated case number.

~~Valuation~~On ~~and~~November 19, ~~other~~2014, ~~proprietary~~the ~~data~~defendants ~~may~~entered beinto ~~subject~~a memorandum of understanding with the In re Trulia, Inc. Stockholder Litigation plaintiffs regarding the settlement of that action. In connection with the settlement contemplated by the memorandum of understanding, with the defendants expressly denying that any of the claims has any merit, Trulia agreed to make ~~disputes~~certain additional disclosures related to the proposed merger, which disclosures Trulia made in a Form 8-K filed with the SEC on November 19, 2014. The memorandum of understanding contemplates that the parties will seek to enter into a stipulation of settlement.

WeThe ~~provide~~stipulation ~~data~~of ~~that~~settlement iswill ~~relevant~~be subject to ~~the~~customary ~~decision~~conditions, toincluding ~~purchase~~court aapproval following ~~home~~notice ~~and~~to ~~some~~the ofTrulia ~~this~~stockholders. ~~data~~In isthe ~~subject~~event tothat ~~revision,~~the ~~interpretation,~~parties ~~or dispute.~~enter ~~For~~into ~~example,~~a ~~our~~stipulation ~~Trulia~~of ~~Estimates~~settlement, ~~tool~~a ~~provides~~hearing ~~users~~will ~~with~~be ~~home~~scheduled ~~valuations~~at ~~and~~which isthe ~~based~~Delaware onCourt ~~algorithms~~of weChancery ~~have~~will ~~developed~~consider tothe ~~analyze~~fairness, ~~third-party~~reasonableness, ~~data.~~and Weadequacy ~~revise~~of ~~our~~the settlement. ~~algorithms~~There ~~regularly,~~can ~~which~~be ~~may~~no ~~cause~~assurance ~~valuations~~that tothe ~~differ~~parties ~~from~~will ~~those previously~~ultimately ~~provided.~~enter ~~Consumers~~into ~~and~~a ~~real~~stipulation ~~estate~~of ~~professionals~~settlement ~~sometimes~~or ~~disagree~~that ~~with~~the ~~our~~Delaware ~~estimates.~~Court ~~Any~~of ~~such~~Chancery ~~variation~~will inapprove orthe ~~disagreements~~settlement ~~about~~even if the ~~estimates~~parties ~~that~~were weto ~~present~~enter ~~could~~into ~~result~~such instipulation. ~~negative~~In ~~user~~such ~~feedback~~event, the ~~harm~~proposed ~~our~~settlement ~~reputation,~~as orcontemplated ~~lead~~by ~~to legal~~the ~~disputes.~~memorandum of understanding may not be consummated

Although the results of litigation and claims cannot be predicted with certainty, we believe the final outcome of the matters discussed above will not have a material and adverse effect on our business, financial position, results of operations, or cash flows. We ~~are~~will, however, ~~subject~~accrue tofor ~~payments-related~~losses ~~risks~~for any known contingent liabilities when future payment is probable and the amount is reasonably estimable.

WeItem ~~accept payments using a variety of methods, including credit and debit cards~~4. ~~For~~Mine ~~certain~~Safety ~~payment methods, including credit and debit cards, we pay bank interchange and other fees, which may increase over time and raise our operating costs and lower profitability~~Disclosures. We rely on third parties to provide payment processing services, including the processing of credit and debit cards, and our business would be disrupted if these companies become unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from consumers or facilitate other types of online payments, and our business and operating results could be adversely affected.

IfNot ~~we fail to comply with the various laws and regulations that govern the real estate industry, our business may be harmed~~applicable.

~~Our~~35 business is governed by various federal, state and local laws and regulations governing the real estate industry, including the Real Estate Settlement Procedures Act (RESPA), the Fair Housing Act, state and local real estate broker licensing laws, federal and state laws prohibiting unfair and deceptive acts and practices, and federal and state advertising laws. We may not have always been and may not always be in compliance with each of these requirements. Failure to comply with these requirements may result in, among other things, revocation of required licenses, indemnification liability to contract counterparties, class action lawsuits, administrative enforcement actions and civil and criminal liability.

Due to the geographic scope of our operations and the nature of the services we provide, we may be required to obtain and maintain real estate brokerage licenses in certain states in which we operate. In connection with such licenses, we are required to designate individual licensed brokers of record. We cannot assure you that we are, and will remain at all times, in full compliance with state real estate licensing laws and regulations and we may be subject to fines or penalties in the event of any non-compliance. If in the future a state agency were to determine that we are required to obtain a real estate brokerage license in that state in order to receive payments or commissions from real estate professionals, or if we lose the services of a designated broker, we may be subject to fines or legal penalties or our business operations in that state may be suspended until we obtain the license or replace the designated broker. Any failure to comply with applicable laws and regulations may limit our ability to expand into new markets, offer new products or continue to operate in one or more of our current markets.

We may be limited in the way in which we market our business or generate revenue by federal law prohibiting referral fees in real estate transactions.

RESPA generally prohibits the payment or receipt of fees or any other thing of value for the referral of business related to a residential real estate settlement service, including real estate brokerage services. RESPA also prohibits fee shares or splits or unearned fees in connection with the provision of residential real estate

~~Index~~PART toII ~~Financial Statements~~

~~settlement~~Item ~~services~~5. ~~However,~~Market ~~RESPA expressly permits payments pursuant to cooperative brokerage and referral arrangements or agreements between real estate agents and brokers. In addition, RESPA permits payments~~ for ~~goods~~Registrant’s orCommon ~~facilities furnished or for services actually performed~~Equity, soRelated ~~long~~Stockholder asMatters ~~those~~and ~~payments~~Issuer ~~bear~~Purchases ~~a reasonable relationship to the market value~~ of ~~the~~Equity goods or facilities furnished or the services performed, excluding the value of any referrals that may be provided in connection with such goods, facilities or services. Failure to comply with RESPA may result in, among other things, administrative enforcement actions, class action lawsuits, and civil and criminal liability. Securities

~~There~~Market ~~has~~Information been limited guidance by the appropriate federal regulator or the courts regarding the applicability of RESPA to online marketing relationships for real estate or mortgage services, including those we provide. Nonetheless, RESPA may restrict our ability to enter into marketing and ~~distribution~~Holders ~~arrangements with third parties, particularly to the extent that such arrangements may be characterized as involving payments for the referral~~ of ~~residential~~Record ~~real estate settlement service business.~~

Our ~~business~~common isstock ~~subject~~first tolisted aon ~~variety~~the ofNew ~~state~~York ~~and~~Stock ~~federal~~Exchange ~~laws,~~(“NYSE”) ~~many~~under ofthe ~~which~~symbol ~~are~~“TRLA” ~~unsettled~~on ~~and~~September 20, 2012. ~~still~~Prior ~~developing~~to ~~and~~that ~~which~~date, ~~could~~there ~~subject~~was usno ~~to claims~~public ortrading ~~otherwise~~market ~~harm~~for our ~~business~~common stock. The following table sets forth for the periods indicated the high and low sales price per share of our common stock as reported on the NYSE for the periods indicated:

We are subject to a variety of federal and state laws, including laws regarding data retention, privacy, and consumer protection, that are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users. In addition, regulatory authorities are considering a number of legislative and regulatory proposals concerning data protection and other matters that may be applicable to our business. Changes to existing laws or regulations or the adoption of new laws or regulations could negatively affect our business. It is difficult to predict how existing laws will be applied to our business and the new laws to which we may become subject.


Year Ended December 31, 2014:	High		Low
First Quarter	$	39.83	$	28.15
Second Quarter	$	48.68	$	29.23
Third Quarter	$	67.50	$	38.38
Fourth Quarter	$	54.05	$	40.38

If we are unable to implement and maintain effective internal control over financial reporting in the future, the accuracy, and timeliness of our financial reporting may be adversely affected.


Year Ended December 31, 2013:	High		Low
First Quarter	$	38.22	$	16.50
Second Quarter	$	35.33	$	27.52
Third Quarter	$	52.71	$	30.81
Fourth Quarter	$	51.54	$	26.35

~~The~~As ~~Sarbanes-Oxley Act~~ of ~~2002~~December 31, ~~or the Sarbanes-Oxley Act~~2014, ~~requires, among other things, that~~ we ~~assess~~had ~~the~~58 ~~effectiveness~~holders of ~~our~~record ~~internal control over financial reporting annually and the effectiveness~~ of our ~~disclosure~~common ~~controls and procedures quarterly~~stock. IfThe weactual ~~are~~number ~~not able to comply with the requirements~~ of ~~the~~stockholders ~~Sarbanes-Oxley~~is greater ~~Act~~than inthis anumber ~~timely manner, the market price~~ of ~~our~~record ~~stock~~holders ~~could decline~~ and weincludes ~~could~~stockholders bewho ~~subject~~are tobeneficial ~~sanctions~~owners orbut ~~investigations~~whose ~~by the~~shares ~~New~~are ~~York~~held ~~Stock~~in ~~Exchange,~~street ~~the~~name ~~SEC~~by orbrokers ~~other regulatory authorities, which would require additional financial~~ and ~~management~~other ~~resources~~nominees. InThis connection with the audit of our financial statements for 2009, 2010, and 2011, we identified a material weakness in the design and operating effectiveness of our internal control over financial reporting that was the result of a lack of a sufficient number of ~~qualified~~holders ~~personnel within our accounting department that possessed an appropriate level~~ of ~~expertise~~ torecord ~~perform~~also ~~certain~~does ~~accounting~~not ~~functions.~~include Astockholders ~~material~~whose ~~weakness is a deficiency, or a combination of deficiencies, that creates a reasonable possibility that a material misstatement of a company’s annual or interim financial statements~~shares ~~will~~may ~~not~~ be ~~prevented~~held orin ~~detected~~trust onby aother ~~timely basis~~entities.

~~Although~~On July 28, 2014, we ~~have~~entered ~~remediated~~into ~~this~~the ~~material~~Merger ~~weakness,~~Agreement wewith ~~cannot~~Zillow ~~assure~~and ~~you~~HoldCo, pursuant to which Zillow acquired us on February 17, 2015. On February 17, 2015, Trulia notified the NYSE that ~~there~~the ~~will~~Zillow ~~not~~Merger had been completed, and requested that trading of our common stock on the NYSE be ~~material~~suspended. ~~weaknesses~~In inaddition, an application on Form 25 was filed with the Securities and Exchange Commission to remove our ~~internal~~common ~~control~~stock ~~over~~from ~~financial~~listing ~~reporting~~on inthe NYSE and from registration under Section 12(b) of the ~~future~~Exchange Act. As a result, trading of our common stock on the NYSE was suspended before trading commenced on February 18, 2015.

~~Our~~Upon ~~compliance with~~completion ~~applicable~~of ~~provisions~~the ofZillow ~~Section~~Merger, (i) ~~404~~each outstanding ~~has~~share ~~required,~~of ~~and~~our ~~will~~common ~~continue~~stock was converted into the right to ~~require,~~receive ~~that~~0.444 weof ~~incur~~a ~~substantial~~share ~~accounting~~of ~~expense~~Class A ~~and~~common ~~expend~~stock ~~significant~~of ~~management~~HoldCo; ~~time~~(ii) each onoutstanding ~~compliance-related~~share ~~issues~~of asClass A wecommon ~~implement~~stock ~~additional~~of ~~corporate~~Zillow was converted into the right to receive ~~governance~~one ~~practices~~share of Class A common stock of HoldCo; and ~~comply~~(iii) each ~~with~~outstanding ~~reporting~~share ~~requirements.~~of ~~While~~Class ~~our~~B ~~management’s~~common ~~assessment~~stock of ~~our~~Zillow ~~internal~~was ~~control~~converted ~~over~~into ~~financial~~the ~~reporting~~right ~~resulted~~to inreceive ~~our~~one ~~conclusion~~share ~~that,~~of asClass B common stock of ~~December 31,~~HoldCo. ~~2013,~~The ~~our~~Class A ~~internal~~common ~~control~~stock ~~over~~of ~~financial~~HoldCo ~~reporting~~has ~~was~~one ~~effective,~~vote weper ~~cannot~~share ~~predict~~and the ~~outcome~~Class B common stock of HoldCo has ten votes per share, similar to the former capital structure of Zillow.

36Dividends

We have never declared or paid a cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any future determinations to pay cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and any other factors that our board of directors may deem relevant.

Stock Performance Graph

We have presented below the cumulative total return to our stockholders during the period from September 20, 2012 (the date our common stock commenced trading on the NYSE) through December 31, 2014

in comparison to the NYSE Composite Index and NYSE Arca Tech 100 Index. All values assume a $100 initial investment and data for the NYSE Composite Index and NYSE Arca Tech 100 Index assume reinvestment of dividends. The comparisons are based on historical data and are not indicative of, nor intended to ~~Financial~~forecast, ~~Statements~~the future performance of our common stock.

LOGO

~~our~~The ~~assessment~~information ~~and~~under ~~that~~“Stock ofPerformance ~~our~~Graph” ~~independent~~is ~~registered~~not ~~public~~deemed ~~accounting~~to ~~firm~~be in“soliciting material” ~~future~~or ~~periods.~~“filed” Ifwith wethe ~~conclude~~SEC inor ~~future~~subject ~~periods~~to ~~that~~Regulation ~~our~~14A ~~internal~~or ~~control~~14C, ~~over~~or ~~financial~~to ~~reporting~~the isliabilities ~~not effective,~~of weSection 18 ~~could~~of bethe ~~subject~~Exchange toAct, ~~one~~and oris ~~more~~not ~~investigations~~to orbe ~~enforcement~~incorporated ~~actions~~ by ~~state~~reference orin ~~federal~~any ~~regulatory~~filing ~~agencies,~~of ~~stockholder~~Trulia ~~lawsuits~~under orthe ~~other~~Securities ~~adverse~~Act ~~actions~~or ~~requiring~~the Exchange ~~us to incur defense costs~~Act, ~~pay~~whether ~~fines,~~made ~~settlements~~before or ~~judgments~~after ~~and causing~~the ~~investor~~date ~~perceptions~~of tothis beAnnual ~~adversely~~Report ~~affected~~on ~~and~~Form ~~potentially~~10-K ~~resulting~~and inirrespective aof ~~decline~~any ingeneral ~~the~~incorporation ~~market~~language ~~price~~in ofthose ~~our stock~~filings.

InRecent ~~addition,~~Sales weof ~~are~~Unregistered anSecurities ~~“emerging growth company” as defined in the Jumpstart Our Business Startups Act,~~ and asUse ~~such we have elected to avail ourselves~~ of ~~the~~Proceeds ~~exemption~~ from ~~the~~Registered ~~requirement~~Securities that our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until we cease to be an “emerging growth company.” See “—We are an ‘emerging growth company,’ and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors,” for additional risks relating to our “emerging growth company” status.

~~If we are unable to maintain effective internal control over financial reporting to meet the demands placed upon us as~~ (a) ~~public~~Sales ~~company, including the requirements~~ of ~~the~~Unregistered ~~Sarbanes-Oxley~~Securities ~~Act, we may be unable to accurately report our financial results, or report them within the timeframes required by law or exchange regulations.~~

~~Complying~~On ~~with~~December 17, 2013, we issued $230.0 million aggregate principal amount of 2.75% Convertible Senior Notes due 2020, or the ~~laws~~2020 ~~and~~Notes, ~~regulations~~which ~~affecting~~included ~~public~~a ~~companies~~$30.0 million ~~has~~of ~~increased~~principal ~~and~~amount ~~may~~issued ~~continue~~pursuant to ~~increase~~an ~~our~~option ~~costs~~to purchase additional shares granted to the initial purchasers, in a private placement pursuant to exemptions from the registration requirements of the Securities Act. J.P. Morgan Securities LLC and Deustsche Bank Securities Inc. acted as representatives of the ~~demands~~initial onpurchasers of the 2020 ~~management~~Notes. ~~and~~The ~~could~~2020 ~~harm~~Notes ~~our~~were ~~operating~~issued ~~results~~only to “qualified institutional buyers” in compliance with Rule 144A under the Securities Act. We incurred $6.9 million in underwriting fees that were paid out of the gross proceeds from this offering.

~~As a public company, we have incurred and expect to continue to incur significant legal, accounting, and other expenses.~~ In ~~addition,~~connection ~~the~~with ~~Sarbanes-Oxley Act and rules subsequently implemented by~~ the ~~SEC~~closing ~~and~~of the ~~New~~Zillow ~~York~~Merger ~~Stock Exchange impose various requirements~~ on ~~public~~February 17, ~~companies~~2015, ~~including~~each ~~requiring~~outstanding ~~changes~~2020 ~~in corporate~~Note ~~governance~~which ~~practices.~~was convertible ~~Our~~into ~~management~~shares ~~and~~of ~~other~~our ~~personnel~~common ~~have~~stock ~~devoted~~is ~~and~~now ~~will~~convertible ~~need~~into toshares ~~continue to devote a substantial amount~~ of ~~time~~Zillow ~~to these compliance initiatives. Moreover~~Group, these rules and regulations have increased and will continue to increase our legal, accounting, and financial compliance costs and have made and will continue to make some activities more time-consuming and costlyInc. ~~These~~Class A ~~rules~~common ~~and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers~~stock.

In37 addition, the Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. Our compliance with applicable provisions of Section 404 has required, and will continue to require, that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements. While our management’s assessment of our internal control over financial reporting resulted in our conclusion that, as of December 31, 2013, our internal control over financial reporting was effective, we cannot predict the outcome of our assessment and that of our independent registered public accounting firm in future periods. If we conclude in future periods that our internal control over financial reporting is not effective, we could be subject to one or more investigations or enforcement actions by state or federal regulatory agencies, stockholder lawsuits or other adverse actions requiring us to incur defense costs, pay fines, settlements or judgments and causing investor perceptions to be adversely affected and potentially resulting in a decline in the market price of our stock. In addition, we are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, and as such we have elected to avail ourselves of the exemption from the requirement that our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until we cease to be an “emerging growth company.” See “—We are an ‘emerging growth company,’ and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors,” for additional risks relating to our “emerging growth company” status.

~~Index~~(b) toUse ~~Financial~~of ~~Statements~~Proceeds

IfOn September 25, 2012, we ~~are~~closed ~~unable~~our IPO pursuant to ~~implement~~which ~~these~~we ~~changes~~sold ~~effectively~~5,900,000 orshares ~~efficiently~~of our common stock, itwhich ~~could~~includes ~~harm~~900,000 shares ~~our~~sold pursuant to the exercise by the underwriters of an over-allotment option, at a public offering price of $17.00 per share, resulting in net proceeds to us of $89.4 million, after deducting underwriting discounts and commissions and ~~operations~~offering expenses payable by us. In addition, ~~financial~~another ~~reporting~~1,000,000 orshares ~~financial~~were ~~results~~sold by certain selling stockholders. We did not receive any proceeds from sales by the selling stockholders. J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC, Needham & Company, LLC, and ~~could~~William ~~result~~Blair & Company, L.L.C acted as underwriters. No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates. We maintain the funds received in ancash ~~adverse~~and ~~opinion~~cash onequivalents. ~~internal~~There ~~control~~has been no material change in the planned use of proceeds from our ~~independent~~initial ~~registered~~ public ~~accounting~~offering ~~firm~~as described in our final prospectus filed pursuant to Rule 424(b) with the Securities and Exchange Commission on September 19, 2012. From the effective date of the registration statement through December 31, 2014, we have used the net proceeds of the offering in connection with the acquisition of Market Leader and for working capital purposes and other general corporate purposes.

WeOn ~~are~~March 20, an2013, we ~~“emerging~~closed ~~growth~~our ~~company~~follow-on public offering pursuant to which we sold 3,”500,000 shares of our common stock, at a public offering price of $29.75 per share, resulting in net proceeds to us of $98.1 million, after deducting underwriting discounts and commissions ~~any~~and ~~decision~~offering onexpenses payable by us. On March 26, 2013, we sold an additional 525,000 shares of our ~~part~~common stock pursuant to ~~comply~~the ~~only~~exercise ~~with~~by ~~certain~~the ~~reduced~~underwriters ~~reporting~~of an option to purchase additional shares, at a public offering price of $29.75 per share, resulting in net proceeds to us of $14.9 million, after deducting underwriting discounts and ~~disclosure~~commissions ~~requirements~~and ~~applicable~~offering expenses payable by us. In addition, another 3,117,311 shares were sold by certain selling stockholders, which includes 406,606 shares sold pursuant to ~~emerging~~the ~~growth~~exercise ~~companies~~by ~~could~~the underwriters of an option to purchase additional shares. We did not receive any proceeds from sales by the selling stockholders. Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, ~~make~~RBC Capital Markets, LLC, Needham & Company, LLC, and William Blair & Company, L.L.C acted as underwriters. No payments were made by us to directors, officers or persons owning ten percent or more of our common stock ~~less~~or ~~attractive~~to their associates, or to ~~investors~~our affiliates. We maintain the funds received in cash and cash equivalents. There has been no material change in the planned use of proceeds from our secondary public offering as described in our final prospectus filed pursuant to Rule 424(b) with the Securities and Exchange Commission on March 15, 2013. From the effective date of the registration statement through December 31, 2014, we have used the net proceeds of the offering in connection with the acquisition of Market Leader and for working capital purposes and other general corporate purposes.

WeOn ~~are an “emerging growth company~~December 17,” as2013 ~~defined~~we ~~in the~~issued ~~Jumpstart~~$230.0 ~~Our~~million ~~Business~~aggregate ~~Startups~~principal ~~Act~~amount ~~enacted~~of inthe ~~April~~2020 ~~2012~~Notes, ~~and,~~which ~~for~~included asa ~~long~~$30.0 asmillion weof ~~continue~~principal toamount beissued anpursuant ~~“emerging~~to ~~growth~~an ~~company,”~~option ~~we may choose~~ to ~~take~~purchase ~~advantage~~additional ofnotes ~~exemptions~~granted ~~from various reporting requirements applicable~~ to ~~other~~the ~~public companies~~initial ~~but~~purchasers. ~~not~~We toreceived ~~“emerging~~net ~~growth~~proceeds ~~companies,”~~of ~~including,~~$222.4 ~~but not limited to~~million, after ~~not~~deducting ~~being~~offering ~~required~~expenses toof ~~have~~$7.6 ~~our~~million ~~independent~~payable ~~registered~~by ~~public~~us. ~~accounting~~Interest ~~firm~~began ~~audit~~to ~~our~~accrue ~~internal~~on ~~control over financial reporting under Section~~December ~~404 of the Sarbanes-Oxley Act~~17, ~~reduced~~2013 ~~disclosure~~and ~~obligations~~is ~~regarding~~payable ~~executive~~semi-annually ~~compensation~~every inJune 15 ~~our periodic reports~~ and ~~proxy statements~~December 15, ~~and~~starting ~~exemptions~~on ~~from~~June 15, ~~the~~2014. ~~requirements~~We ofmay ~~holding~~not aredeem ~~nonbinding~~the ~~advisory~~2020 Notes ~~vote~~prior onto ~~executive~~December 20, ~~compensation~~2018. ~~and~~We ~~stockholder approval~~may ofredeem ~~any~~the ~~golden~~notes, ~~parachute~~at ~~payments~~our ~~not~~option, ~~previously~~in ~~approved.~~whole Weor ~~could~~in bepart anon ~~“emerging~~or ~~growth~~after ~~company” until~~ December 3120, ~~2017; however~~2018, ifsubject weto ~~have~~certain ~~more than $1~~conditions.~~0 billion~~ inHolders ~~annual~~of ~~revenue, if~~ the ~~market~~notes ~~value~~may ofconvert ~~our~~all ~~common stock~~or ~~that~~portion isall ~~held~~or byany ~~non-affiliates~~portion ~~exceeds $700 million as~~ of ~~June 30~~their ~~of any year~~notes, in ormultiples weof ~~issue more than~~ $1.0,000 ~~billion~~principal ofamount, ~~non-convertible~~at ~~debt~~their ~~over~~option aat ~~three-year~~any ~~period~~time ~~before~~prior to the ~~end~~close of ~~that~~business ~~five-year~~on ~~period,~~the webusiness ~~would~~day ~~cease~~immediately topreceding ~~be an “emerging growth company” as of~~ the ~~following~~maturity ~~December 31~~date. WeAt ~~cannot~~the ~~predict~~time ifof ~~investors~~the ~~will~~Zillow ~~find~~Merger ~~our~~the ~~common~~notes ~~stock~~were ~~less~~convertible ~~attractive~~at ifa weconversion ~~choose~~rate toof ~~rely~~a number onof ~~these~~shares ~~exemptions.~~of IfHoldCo ~~some~~Class ~~investors~~A ~~find our~~ common stock ~~less~~equal ~~attractive~~to ~~as a~~27.8303 ~~result~~times of0.444 ~~any~~per ~~choices~~$1,000 toprincipal ~~reduce~~amount ~~future~~of ~~disclosure~~notes, ~~there~~subject ~~may~~to beadjustment ain ~~less~~certain ~~active trading market for our common stock and our stock price may be more volatile~~events.

~~Under~~38 the Jumpstart Our Business Startups Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Our operating results may be harmed if we are required to collect sales taxes for our products.

There is general uncertainty in the industry about the obligation of Internet-based businesses to collect and remit sales taxes in jurisdictions where their commerce is solely virtual. In the current climate, it is possible that one or more states or countries could seek to impose sales or other tax collection obligations on us or our subscribers with regards to our products, which taxes may be applicable to past sales. A successful assertion that we should be collecting additional sales or other taxes on our products could result in substantial tax liabilities for past sales, discourage subscribers from purchasing our products, or otherwise harm our business and operating results.

If we fail to expand effectively into adjacent markets, our growth prospects could be harmed.

We intend to expand our operations into adjacent markets, such as rentals, mortgages, and home improvement, and into international geographies. We may incur losses or otherwise fail to enter these markets successfully. Our expansion into these markets will place us in competitive environments with which we are unfamiliar and involves various risks, including the need to invest significant resources and the possibility that returns on such investments will not be achieved for several years, or at all. In attempting to establish a presence in new markets, we expect to incur significant expenses and face various other challenges, such as expanding our sales force and management personnel to cover these markets. For example, in September 2012, we introduced a mortgage product through which we provide real-time mortgage quotes to our users. We currently obtain mortgage quotes from a single third party partner. While the third party partner is obligated under our agreement

~~Index~~c) toIssuer ~~Financial~~Purchases ~~Statements~~of Equity Securities

to continue to provide real-time mortgage quotes and to support us until April 2014, we cannot guarantee that we will be able to continue to obtain mortgage quotes from this third party partner beyond April 2014. If we are unable to add additional real-time mortgage quote providers, find replacement real-time mortgage quote providers on similar or better terms or we are unable to integrate with other providers, our expansion into the mortgage market will be hindered and our business and operating results may suffer.


Period	(a) Total Number of Shares (Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c ) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(c) Maximum number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Month #1 (October 1, 2013—October 31, 2013) *		521	$	43.73		—		—
Month #2 (November 1, 2013—November 30, 2013)		—		—		—		—
Month #3 (December 1, 2013—December 31, 2013) **		1,085,383		27.64		—		—

Total		1,085,904	$	27.65		—		—

* We ~~may~~paid ~~require~~$23,000 ~~additional~~to ~~capital~~repurchase toshares ~~support business~~of ~~growth,~~our ~~and~~common ~~this~~stock ~~capital~~in ~~might~~the ~~not~~open bemarket ~~available~~at the market price of our common stock on ~~acceptable~~the ~~terms,~~date ifof atthis ~~all~~transaction.

** We ~~intend~~used to$30.0 ~~continue~~million toof ~~make investments~~the tonet ~~support~~proceeds ~~our~~received ~~business~~from ~~growth~~the ~~and~~issuance ~~may~~of ~~require~~the ~~additional~~2020 ~~funds~~Notes to ~~respond~~repurchase toshares ~~business~~of ~~challenges, including the need to develop new features and products or enhance~~ our ~~existing~~common ~~products,~~stock ~~improve~~from ~~our~~purchasers ~~operating~~of ~~infrastructure,~~the or2020 ~~acquire complementary~~Notes ~~businesses and technologies. Accordingly, we may need to engage~~ in ~~equity~~privately ornegotiated ~~debt~~transactions ~~financings~~effected tothrough ~~secure additional funds~~J.P. IfMorgan weSecurities ~~raise~~LLC ~~additional funds through future issuances of equity~~ or ~~convertible~~its ~~debt~~affiliate ~~securities or if we issue equity securities~~ as ~~consideration in a merger or acquisition,~~ our ~~existing~~agent. ~~stockholders~~The ~~could~~purchase ~~suffer~~price ~~significant~~per ~~ownership~~share ~~dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those~~ of ~~holders of~~the ~~our~~ common stock. ~~Any~~repurchased ~~debt~~in ~~financing~~this wetransactions ~~secure~~was inequal the ~~future~~closing ~~could~~price ~~involve~~per ~~restrictive~~share ~~covenants~~of ~~relating to~~ our ~~capital~~common ~~raising~~stock activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on ~~terms~~December ~~favorable to us~~11, ~~if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it~~2013, ~~our~~which ~~ability~~was ~~to continue to support our business growth and to respond to business challenges could be impaired, and our business may be harmed~~$27. 64.

~~Risks~~Securities ~~Related~~Authorized tofor ~~Ownership~~Issuance ofUnder ~~Our~~Equity ~~Common~~Compensation Plans ~~Stock~~

~~Our~~See ~~actual~~Item 12, ~~operating~~“Security ~~results~~Ownership ~~may~~of Certain Beneficial Owners and Management and Related Stockholder ~~differ~~Matters” ~~significantly~~for ~~from~~information ~~our~~regarding ~~guidance~~securities authorized for issuance.

~~From~~39 time to time, we have released, and may continue to release guidance in our quarterly earnings conference call, quarterly earnings releases, or otherwise, regarding our future performance that represents our management’s estimates as of the date of release. This guidance, which includes forward-looking statements, has been and will be based on projections prepared by our management. These projections are not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our registered public accountants nor any other independent expert or outside party compiles or examines the projections. Accordingly, no such person expresses any opinion or any other form of assurance with respect to the projections.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. We intend to state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to imply that actual results could not fall outside of the suggested ranges. The principal reason that we release guidance is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such third parties.

Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results may vary from our guidance and the variations may be material. In light of the foregoing, investors are urged not to rely upon our guidance in making an investment decision regarding our common stock.

Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “Risk Factors” section in this Annual Report on Form 10-K could result in the actual operating results being different from our guidance, and the differences may be adverse and material.

~~Index~~Item to6. Selected Financial ~~Statements~~and Other Data

The ~~price~~following selected historical financial data below should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our ~~common~~financial ~~stock~~statements, ~~may~~and bethe ~~volatile~~related notes appearing in Item 8, “Financial Statements and ~~you~~Supplementary ~~could~~Data”, ~~lose~~of ~~all~~this orAnnual ~~part~~Report on Form 10-K to fully understand factors that may affect the comparability of ~~your~~the ~~investment~~information presented below.

The ~~trading~~statements ~~price~~ of ~~our~~operations ~~common~~data for ~~stock~~the ~~has~~years ~~fluctuated~~ended ~~and~~December 31, ~~may~~2014, ~~continue~~2013, toand ~~fluctuate~~2012 ~~substantially.~~and ~~Since~~the ~~shares~~balance ofsheet ~~our common~~data ~~stock~~as ~~were~~of ~~sold in our initial public offering~~December 31, or2014 ~~the~~and ~~IPO,~~2013 inare ~~September~~derived ~~2012~~from atour aaudited ~~price~~financial ofstatements ~~$17.00~~appearing ~~per~~in ~~share~~Item 8, ~~the~~“Financial ~~reported~~Statements ~~high~~ and ~~low~~Supplementary Data”, ~~sales prices~~ of ~~our~~this ~~common~~Annual ~~stock~~Report ~~have~~on ~~ranged~~Form ~~from $14~~10-K.69 ~~to $51.68 through February 27, 2014.~~ The ~~trading~~ ~~price~~statements of ~~our~~operations ~~common~~for ~~stock~~the ~~depends~~years onended aDecember 31, ~~number~~2011 ofand ~~factors~~2010, ~~including~~and ~~those~~the ~~described~~balance insheet ~~this~~data ~~“Risk~~as ~~Factors”~~of ~~section~~December 31, ~~many~~2012, of2011 ~~which~~and 2010 are ~~beyond~~derived ~~our~~from ~~control~~audited ~~and~~financial ~~may~~ statements not beincluded ~~related~~in tothis ~~our~~Annual ~~operating~~Report ~~performance.~~on ~~These~~Form ~~fluctuations~~10-K. ~~could cause~~The ~~you~~statement ~~to lose all or part~~ of ~~your~~operations ~~investment~~for inthe ~~our~~year ~~common~~ended ~~stock~~December 31, ~~since~~2013 ~~you~~includes ~~might~~results beof ~~unable~~Market toLeader ~~sell~~operations ~~your~~in ~~shares~~the atpost-acquisition orperiod ~~above~~from ~~the~~August 21, ~~price~~2013 ~~you~~through ~~paid~~December 31, 2013. ~~Factors~~Our ~~that~~historical ~~could~~results ~~cause~~are ~~fluctuations~~not innecessarily ~~the~~indicative ~~trading~~of ~~price~~the ofresults ~~our~~to ~~common~~be ~~stock~~expected ~~include~~in the ~~following:~~ future.

• price and volume fluctuations in the overall stock market from time to time;


	Year Ended December 31,
	2014			2013			2012			2011			2010
	(In thousands, except share and per share data)
Statement of Operations Data:
Revenue	$	251,937		$	143,728		$	68,085		$	38,518		$	19,785
Cost and operating expenses: ⁽¹⁾
Cost of revenue (exclusive of amortization) ⁽²⁾		44,538			23,122			9,999			5,795			3,657
Technology and development		57,643			34,612			20,199			14,650			8,803
Sales and marketing		144,180			71,370			33,747			17,717			8,638
General and administrative		49,964			32,702			13,659			6,123			2,501
Acquisition costs		18,144			6,065			—			—			—
Restructuring costs		4,987			—			—			—			—

Total cost and operating expenses		319,456			167,871			77,604			44,285			23,599

Loss from operations		(67,519	)		(24,143	)		(9,519	)		(5,767	)		(3,814	)
Other income (expense)		(431	)		121			50			17			15
Interest expense		(7,386	)		(1,107	)		(1,016	)		(389	)		(39	)
Change in fair value of warrant liability		—			—			(369	)		(16	)		—
Loss on extinguishment of debt		—			(141	)		—			—			—

Loss before provision for income taxes		(75,336	)		(25,270	)		(10,854	)		(6,155	)		(3,838	)
Income tax (provision) benefit		(427	)		7,511			(67	)		—			—

Net loss attributable to common stockholders	$	(75,763	)	$	(17,759	)	$	(10,921	)	$	(6,155	)	$	(3,838	)

Net loss per share attributable to common stockholders, basic and diluted ⁽³⁾	$	(2.03	)	$	(0.54	)	$	(0.87	)	$	(0.92	)	$	(0.64	)

Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted ⁽³⁾		37,335,200			33,129,572			12,538,769			6,657,045			6,016,550

Other Financial Information:
Adjusted EBITDA ⁽⁴⁾	$	29,705		$	17,106		$	(3,364	)	$	(1,787	)	$	(2,497	)

•40 ~~volatility in the market prices and trading volumes of high technology stocks;~~

• changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

• sales of shares of our common stock by us or our stockholders;

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

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

• announcements by us or our competitors of new products;

• the public’s reaction to our press releases, other public announcements, and filings with the SEC;

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

• actual or anticipated changes in our operating results or fluctuations in our operating results;

• actual or anticipated developments in our business, our competitors’ businesses, or the competitive landscape generally;

• litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

• developments or disputes concerning our intellectual property or other proprietary rights;

• announced or completed acquisitions of businesses or technologies by us or our competitors;

• new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

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

• any significant change in our management;

• conditions in the real estate industry or changes in mortgage interest rates; and

• general economic conditions and slow or negative growth of our markets.

In addition, the stock market in general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market prices of a particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

~~Index~~(1) toCompensation ~~Financial~~paid ~~Statements~~in stock was allocated as follows:

Because our outstanding 2.75% Convertible Senior Notes due 2020, or the 2020 Notes, issued on December 17, 2013, are convertible into shares of our common stock, volatility or depressed prices of our common stock could have a similar effect on the trading price of our notes. In addition, the existence of the 2020 Notes may encourage short selling in our common stock by market participants because the conversion of the 2020 Notes could depress the price of our common stock.


	Year Ended December 31,
	2014		2013		2012		2011		2010
	(In thousands)
Cost of revenue	$	3,088	$	718	$	32	$	11	$	8
Technology and development		10,671		6,365		930		482		176
Sales and marketing		14,172		5,663		398		183		97
General and administrative		17,002		10,227		1,210		808		73
Restructuring costs		82		—		—		—		—

Total compensation paid in stock	$	45,015	$	22,973	$	2,570	$	1,484	$	354

⁽²⁾Amortization of product development costs were included in technology and development as follows:	$	6,363	$	2,660	$	1,108	$	708	$	366

~~Future~~(3) ~~sales~~See Note 11 to our audited financial statements for an explanation of ~~shares~~the bymethod ~~existing~~used ~~stockholders~~to ~~could~~calculate ~~cause~~basic ~~our~~and ~~stock~~diluted ~~price~~net loss per share attributable to ~~decline.~~common stockholders and the weighted average number of shares used in the computation of the per share amounts.

~~The~~(4) ~~market~~See ~~price~~“Non-GAAP ofFinancial ~~our~~Measures” ~~common~~for ~~stock~~more ~~could~~information ~~decline~~and as a ~~result~~reconciliation of ~~sales~~Adjusted ofEBITDA ato ~~large~~net ~~number~~loss, ~~of shares of our common stock in~~ the ~~market, particularly~~most ~~sales~~directly bycomparable ~~our~~financial ~~directors,~~measure ~~executive~~calculated ~~officers, employees~~ and ~~significant~~presented ~~stockholders,~~in ~~and~~accordance ~~the~~with ~~perception~~generally ~~that~~accepted ~~these~~accounting ~~sales~~principles ~~could~~in ~~occur may also depress~~ the ~~market~~United ~~price of our common stock. As of December 31~~States, ~~2013,~~or ~~we had 36,582,572 shares of common stock outstanding~~GAAP.

As of February 24, 2014 an aggregate of 2,795,920 shares are entitled, under contracts providing for registration rights, to require us to register shares of our common stock owned by them for public sale in the United States. In addition, we filed registration statements to register approximately 11,889,738 shares reserved for future issuance under our equity compensation plans. Subject to the satisfaction of applicable exercise periods, the shares of common stock issued upon exercise of outstanding options will be available for immediate resale in the United States in the open market. In addition, a substantial number of shares of our common stock are reserved for issuance upon conversion of the 2020 Notes.


	As of December 31,
	2014		2013		2012		2011		2010
	(In thousands)
Balance Sheet Data:
Cash and cash equivalents and short-term investments	$	198,781	$	225,597	$	100,017	$	11,341	$	4,395
Working capital (deficit)		181,564		213,336		82,632		4,165		(132	)
Property and equipment, net		49,755		22,289		7,069		5,548		3,465
Total assets		640,514		655,409		118,964		24,195		15,710
Deferred revenue		9,320		10,002		13,296		4,827		1,810
Total indebtedness		230,000		230,000		9,759		9,592		1,955
Preferred stock warrant liability		—		—		—		297		—
Total stockholders’ equity		360,247		381,076		86,534		3,039		7,142

~~Substantial sales of our common stock may make it more difficult for us to sell equity or equity~~Non-~~linked~~GAAP ~~securities~~Financial inMeasures ~~the future at a time and at a price that we deem appropriate. These sales also could cause our stock price to fall and make it more difficult for you to sell shares of our common stock.~~

IfAdjusted ~~securities~~EBITDA oris ~~industry~~a ~~analysts do~~financial measure that is not ~~publish~~calculated orin ~~cease~~accordance ~~publishing~~with ~~research~~generally accepted accounting principles in the United States, or ~~reports~~GAAP. ~~about~~We usdefine Adjusted EBITDA as net loss adjusted to exclude interest income, ~~our~~interest ~~business~~expense, orloss ~~our~~on ~~market~~extinguishment of debt, orincome iftaxes, ~~they~~depreciation and amortization, change ~~their~~in ~~recommendations~~the ~~regarding~~fair value of our warrant liability, compensation paid in stock, ~~adversely~~and certain other infrequently occurring items that Trulia does not believe are indicative of ongoing results (such as acquisition or restructuring costs). Below, we have provided a reconciliation of Adjusted EBITDA to our ~~stock~~net ~~price~~loss, the most directly comparable financial measure calculated and presented ~~trading~~in ~~volume~~accordance ~~could~~with ~~decline~~GAAP. Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP. Our Adjusted EBITDA may not be comparable to similarly titled measures of other organizations because other organizations may not calculate Adjusted EBITDA in the same manner as we calculate the measure.

~~The~~We ~~trading~~include ~~market~~Adjusted ~~for~~EBITDA ~~our~~in ~~common~~this ~~stock~~Annual ~~has~~Report ~~been~~on ~~and~~Form ~~may~~10-K ~~continue~~because toit beis ~~influenced~~an byimportant ~~the~~measure ~~research~~upon ~~and~~which ~~reports that industry or securities analysts may publish about us,~~ our ~~business,~~management ~~our~~assesses ~~market, or~~ our ~~competitors~~operating performance. IfWe ~~any~~use ofAdjusted ~~the~~EBITDA ~~analysts~~as ~~who~~a ~~covers~~key usperformance measure ~~change~~because ~~their~~we ~~recommendation~~believe ~~regarding~~it ~~our~~facilitates ~~stock~~operating ~~adversely,~~performance orcomparisons ~~provide~~from ~~more~~period ~~favorable~~to ~~relative~~period ~~recommendations~~by ~~about~~excluding ~~our~~potential ~~competitors, our~~differences ~~stock~~primarily ~~price~~caused ~~would~~by ~~likely~~variations ~~decline.~~in Ifcapital ~~any~~structures, ~~analyst~~tax ~~who~~positions, ~~covers~~the usimpact ~~were~~of todepreciation ~~cease~~and ~~coverage~~amortization expense ofon our ~~company~~fixed ~~or fail to regularly publish reports on us~~assets, wechanges ~~could~~related ~~lose~~to ~~visibility in~~ the ~~financial~~fair ~~markets,~~value ~~which~~remeasurements inof ~~turn could cause~~ our ~~stock~~preferred ~~price or trading volume to decline.~~

We41 ~~do not expect to declare any dividends in the foreseeable future.~~

We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. Consequently, investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, and our outstanding convertible notes could impair a takeover attempt.

Our certificate of incorporation, bylaws, and Delaware law contain provisions which could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:

• providing for a classified board of directors whose members serve staggered three-year terms;

• authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our common stock;

~~Index~~ stock warrant, and the impact of the compensation paid in stock. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we also use Adjusted EBITDA for business planning purposes, to ~~Financial~~incentivize ~~Statements~~and compensate our management personnel, and in evaluating acquisition opportunities. In addition, we believe Adjusted EBITDA and similar measures are widely used by investors, securities analysts, ratings agencies, and other parties in evaluating companies in our industry as a measure of financial performance and debt-service capabilities.

•Our ~~limiting~~use ~~the~~of ~~liability~~Adjusted ofEBITDA has limitations as an analytical tool, and ~~providing~~you ~~indemnification~~should ~~to,~~not consider it in isolation or as a substitute for analysis of our ~~directors~~results ~~and~~as ~~officers;~~reported under GAAP. Some of these limitations are:

• ~~limiting~~Adjusted ~~the~~EBITDA ~~ability~~does ofnot reflect our ~~stockholders~~cash toexpenditures ~~call~~for ~~and~~capital ~~bring~~equipment ~~business~~or ~~before~~other ~~special~~contractual ~~meetings~~commitments;

• ~~requiring~~Although ~~advance~~depreciation ~~notice~~and ofamortization ~~stockholder~~are ~~proposals~~non-cash ~~for~~charges, ~~business~~the toassets bebeing ~~conducted~~depreciated atand ~~meetings~~amortized ofmay ~~our~~have ~~stockholders~~to be replaced in the future, and ~~for~~Adjusted ~~nominations~~EBITDA ofdoes ~~candidates~~not ~~for~~reflect ~~election~~capital toexpenditure ~~our~~requirements ~~board~~for ofsuch ~~directors~~replacements;

• ~~controlling~~Adjusted ~~the~~EBITDA ~~procedures~~does ~~for~~not ~~the~~reflect ~~conduct~~changes ~~and~~in, ~~scheduling~~or ofcash ~~board~~requirements offor, ~~directors~~our ~~and~~working ~~stockholder~~capital ~~meetings~~needs; ~~and~~

• ~~providing~~Adjusted ~~our~~EBITDA ~~board~~does ofnot ~~directors~~reflect ~~with~~ the ~~express~~interest ~~power~~expense toor ~~postpone~~the ~~previously~~cash ~~scheduled~~requirements ~~annual~~necessary ~~meetings~~to ~~and~~service tointerest ~~cancel~~or ~~previously~~principal ~~scheduled~~payments ~~special~~on ~~meetings.~~our indebtedness; and

~~These~~• ~~provisions~~Other companies, ~~alone~~including orcompanies ~~together~~in our industry, ~~could~~may ~~delay~~calculate orAdjusted ~~prevent~~EBITDA ~~hostile~~measures ~~takeovers~~differently, ~~and~~which ~~changes~~reduces ~~in control~~their orusefulness ~~changes~~as ina ~~our~~comparative ~~management~~measure.

AsIn aevaluating ~~Delaware~~Adjusted ~~corporation~~EBITDA, weyou ~~are~~should ~~also~~be ~~subject~~aware tothat ~~provisions~~in ofthe ~~Delaware~~future ~~law,~~we ~~including~~will incur ~~Section 203~~expenses ofsimilar to the ~~Delaware~~adjustments ~~General~~in ~~Corporation~~this ~~law,~~presentation. ~~which~~Our ~~prevents~~presentation ~~some~~of ~~stockholders~~Adjusted ~~holding~~EBITDA ~~more~~should ~~than~~not ~~15%~~be ofconstrued ~~our~~as ~~outstanding~~an ~~common~~inference ~~stock~~that ~~from~~our ~~engaging~~future inresults ~~certain~~will ~~business~~be ~~combinations~~unaffected ~~without~~by ~~approval~~these ofexpenses ~~the~~or ~~holders~~any ofunusual ~~substantially~~or ~~all~~non-recurring ~~of our outstanding common stock~~items. ~~Additionally,~~When ~~certain provisions of~~ evaluating our ~~outstanding~~performance, ~~2020~~you ~~Notes~~should ~~could~~consider ~~make~~Adjusted itEBITDA ~~more~~alongside ~~difficult~~other orfinancial ~~more~~performance ~~expensive~~measures, ~~for~~including aour ~~third~~net ~~party~~loss toand ~~acquire~~other usGAAP results.

~~Any~~The ~~provision~~following oftable ~~our~~presents ~~certificate~~a ofreconciliation ~~incorporation, bylaws or Delaware law that has the effect~~ of ~~delaying~~Adjusted orEBITDA ~~deterring~~to aour ~~change~~net inloss, ~~control could limit~~ the ~~opportunity~~most ~~for~~comparable ~~our~~GAAP ~~stockholders~~measure, ~~to receive a premium~~ for ~~their~~each ~~shares~~ of ~~our common stock, and could also affect~~ the ~~price~~periods ~~that~~indicated: ~~some investors are willing to pay for our common stock.~~

Item 1B. Unresolved Staff Comments


	Year Ended December 31,
	2014			2013			2012			2011			2010
	(In thousands)
Net loss attributable to common stockholders	$	(75,763	)	$	(17,759	)	$	(10,921	)	$	(6,155	)	$	(3,838	)
Non-GAAP adjustments:
Other (income) expense		431			(121	)		(50	)		(17	)		(15	)
Interest expense		7,386			1,107			1,016			389			39
Loss on extinguishment of debt		—			141			—			—			—
Depreciation and amortization		28,772			12,211			3,585			2,496			963
Change in fair value of warrant liability		—			—			369			16			—
Income tax provision (benefit)		427			(7,511	)		67			—			—
Compensation paid in stock		44,933			22,973			2,570			1,484			354
Acquisition costs		18,144			6,065			—			—			—
Restructuring costs—GAAP		4,987			—			—			—			—
Restructuring costs—Other		388			—			—			—			—

Adjusted EBITDA	$	29,705		$	17,106		$	(3,364	)	$	(1,787	)	$	(2,497	)

~~None.~~42

Item 2. Properties

In May 2010, we entered into a lease effective through October 2014 for approximately 32,000 square feet of office space that houses our principal offices in San Francisco. In March 2012, we entered into a sublease effective through March 2013 for approximately 9,500 square feet of additional office space in San Francisco. In October 2012, we entered into a lease to extend our occupancy of this additional space in San Francisco effective April 2013 and to add an additional 9,500 square feet of office space effective October 2012. The lease for this combined 19,000 square feet of office space runs through September 30, 2015. In September 2013, we entered into a lease effective through September 2021 for approximately 72,000 square feet of office space that houses our offices in Bellevue, WA. We lease additional office space in Denver and New York. We believe our facilities are sufficient for our current needs.

Item 3. Legal Proceedings

Merger Litigation

Following the announcement that we entered into an Agreement and Plan of Merger to acquire Market Leader, purported class action law suits contesting the merger were filed and then consolidated under the caption In re Market Leader Inc. Shareholders’ Litigation, No. 13-2-20796-6 SEA (the “Merger Litigation”). On July 15, 2013, a superseding Consolidated Class Action Complaint (“Consolidated Complaint”), was filed, alleging that

~~Index~~Item to7. Management’s Discussion and Analysis of Financial ~~Statements~~Condition and Results of Operations

~~Market~~The ~~Leader’s~~following ~~board~~discussion ofand ~~directors~~analysis ~~breached~~of ~~its~~our ~~fiduciary~~financial ~~duties~~condition byand ~~failing~~results toof ~~maximize~~operations ~~shareholder~~should ~~value~~be ~~or to engage~~ read in aconjunction ~~fair~~with ~~sale~~our ~~process~~financial ~~before~~statements ~~approving~~and ~~the~~related ~~proposed~~notes ~~acquisition~~appearing ~~of Market~~elsewhere ~~Leader~~in bythis ~~Trulia.~~Annual ~~The~~Report ~~Consolidated~~on ~~Complaint~~Form ~~also alleges that the defendants, including us and Mariner Acquisition Corp~~10-K., ~~our~~In ~~wholly~~addition ~~owned subsidiary, failed~~ to ~~provide~~historical ~~Market~~financial ~~Leader shareholders with material~~ information, ~~regarding~~ the ~~merger~~ infollowing ~~the~~discussion ~~proxy~~contains ~~statement~~forward-looking ~~and~~statements ~~related public filings. The Consolidated Complaint further alleges~~ that ~~Market~~reflect ~~Leader~~our plans, ~~Trulia~~estimates and ~~Mariner Acquisition Corp~~beliefs. ~~aided~~Statements ~~and~~containing ~~abetted~~words ~~the~~such ~~Market~~as ~~Leader~~“may,” ~~directors’~~“believe,” ~~breaches of fiduciary duty. The Consolidated Complaint seeks an injunction prohibiting the consummation of the merger~~“anticipate,” ~~rescission to the extent the merger terms have already been implemented~~“expect,” ~~damages for the alleged breaches of fiduciary duty~~“intend,” ~~and payment of plaintiffs’ attorneys’ fees and costs. On August 5~~“plan,” ~~2013~~“project,” ~~the parties entered into a memorandum of understanding to settle the Merger Litigation and resolve all allegations against Market Leader and the other defendants. The settlement~~“projections,” ~~which is~~“business ~~subject~~outlook,” ~~court approval~~“estimate,” ~~provides~~or ~~for~~similar ~~the~~expressions ~~release~~constitute offorward-looking ~~all~~statements. ~~claims~~Our ~~against~~actual ~~the~~results ~~defendants~~could ~~relating~~differ tomaterially ~~the~~from ~~merger, including~~ those ~~alleged~~contained in ~~the~~or ~~Consolidated~~implied ~~Complaint.~~by ~~Lead~~any ~~Counsel~~forward-looking ~~for~~statements. ~~the~~Factors ~~consolidated~~that ~~action~~could ~~intends~~cause toor contribute ~~apply~~ to ~~the~~these ~~court~~differences ~~for~~include anthose ~~award of~~discussed ~~fees~~below and ~~reimbursement~~elsewhere ~~of costs incurred~~ in ~~connection~~this ~~with~~Annual ~~the~~Report ~~Merger~~on ~~Litigation.~~Form ~~Market Leader has agreed not to oppose the application for an award of fees and reimbursement of costs up to $350,000~~10-K. ~~On December 23, 2013, the Court entered an order preliminarily approving the settlement. A final settlement approval hearing is scheduled for March 7, 2014.~~

~~Zillow~~Overview ~~Litigation~~

OnTrulia ~~September 12,~~is ~~2012,~~redefining ~~Zillow filed a lawsuit against us in~~ the ~~United~~home ~~States~~search ~~District~~experience ~~Court~~ for ~~the~~consumers ~~Western~~and ~~District~~changing ofthe ~~Washington,~~way ~~alleging~~ that wereal ~~infringe~~estate onprofessionals ~~one~~build Utheir businesses.S. Our ~~patent~~marketplace, ~~held~~delivered bythrough ~~it.~~the ~~The lawsuit~~web ~~alleges~~and ~~that~~mobile ~~one~~applications, ~~component~~gives ofconsumers ~~our~~powerful ~~Trulia~~tools ~~Estimates~~to ~~feature~~research ~~infringes~~homes ~~Zillow’s~~and ~~patent~~neighborhoods ~~insofar~~and asenables ~~Trulia~~real ~~Estimates~~estate ~~allows~~professionals ~~homeowners~~ to ~~claim~~efficiently market their ~~homes~~listings and ~~provide~~attract ~~additional~~and ~~information~~manage ~~about~~new ~~the~~clients. ~~properties, which enables~~We usbelieve towe ~~update~~deliver the ~~valuation~~best ~~estimates~~home ~~for~~search ~~such~~experience ~~properties.~~by Wecombining ~~started offering~~ our ~~Trulia~~superior ~~Estimates~~user ~~feature~~interface inwith ~~2011.~~our ~~Zillow~~comprehensive isdatabase ~~seeking~~of areal ~~permanent~~estate ~~injunction against the alleged infringement~~properties, ~~compensatory~~local ~~damages~~insights, and ~~attorneys’~~user-generated ~~fees~~content. ~~On September 11,~~We ~~2013,~~also weoffer ~~filed~~ a ~~petition~~comprehensive ~~for~~suite ~~covered~~of ~~business~~free ~~method patent review with the United States Patent~~ and subscription ~~Trademark~~products ~~Office~~that ~~(“PTO”).~~provide ~~The~~real ~~PTO~~estate ~~has~~professionals ~~not~~with ~~yet~~access ~~ruled on the petition. Also, on September 12, 2013, we filed a motion~~ to ~~stay~~transaction-ready ~~pending~~consumers ~~the~~and ~~PTO’s~~help ~~review.~~them ~~The district court granted our motion~~ to ~~stay~~grow ~~on October 7, 2013,~~ and ~~this~~manage ~~matter~~their isonline ~~now stayed pending the conclusion of the covered business method patent review by the PTO~~presence. We ~~believe~~also wegenerate ~~have meritorious~~media ~~defenses~~revenue ~~against~~from ~~Zillow’s~~sales ~~claims~~of ~~and~~display weadvertising ~~intend~~on toour ~~vigorously~~websites ~~defend~~and mobile ~~the claims against us~~applications.

~~Current~~Key ~~and future~~elements ~~litigation~~of ~~may~~our bemarketplace ~~necessary~~are toextensive ~~defend~~consumer ~~ourselves~~reach, ~~our~~an ~~partners~~engaged base of real estate professionals, and ~~our~~a ~~customers~~comprehensive bydatabase ~~determining~~of ~~the~~real ~~scope,~~estate ~~enforceability,~~information and ~~validity~~local ofinsights. ~~third-party~~We ~~proprietary~~also ~~rights~~offer orfree toand ~~establish~~subscription-based ~~our~~products ~~proprietary~~that ~~rights.~~provide ~~The~~comprehensive ~~results~~marketing ofand ~~any~~customer ~~current~~relationship ormanagement (“CRM”) solutions for ~~future~~real ~~litigation~~estate ~~cannot~~professionals. beIn ~~predicted~~the ~~with~~year ~~certainty~~ended December 31, ~~and~~2014, ~~regardless~~we had approximately 48.0 million monthly unique visitors. In addition, as of ~~the~~December 31, ~~outcome~~2014, ~~litigation~~we ~~can~~had ~~have~~more anthan ~~adverse~~540,000 ~~impact~~active onreal usestate ~~because~~professionals ofin ~~defense~~our Trulia marketplace and ~~settlement costs~~181,000 ~~diversion~~active ofreal ~~management~~estate ~~resources~~professionals using our Market Leader software and services. Approximately 79,300 of these real estate professionals were paying subscribers (assuming a 20% overlap between Trulia subscribers and ~~other~~Market Leader’s ~~factors~~premium subscribers).

~~Item~~Our 4large, continually refreshed, and searchable database contains approximately 114.0 million ~~Mine~~properties, ~~Safety~~including ~~Disclosures~~3.0 million homes for sale and rent. We supplement listings data with local information on schools, crime, commute time, neighborhood amenities, rental prices, and historical earthquake, flood and other natural disaster data to provide unique insights into each community. In addition, we harness rich, insightful user-generated content from our active community of contributors, including consumers, local enthusiasts, and real estate professionals. With 16.6 million unique user contributions, we believe we have the largest collection of user-generated content on homes, neighborhoods, and real estate professionals. We deliver this information on mobile devices through our iPhone, iPad, Android Phone, Android tablet, and Kindle Fire applications and also provide tailored mobile experiences, such as GPS-based search.

~~Not~~We ~~applicable~~offer our products free to consumers. We deliver hard to find insights on homes, neighborhoods, and real estate professionals in an intuitive and engaging way, helping consumers make more informed housing decisions. Our free products attract users to our marketplace and the quality of our products drives the growth of our audience and promotes deep engagement by our users. We believe this leads real estate professionals to convert to paying subscribers and brand advertisers to purchase our advertising products.

43For real estate professionals, we offer a suite of free and subscription products to promote themselves and their listings online, manage and grow their businesses and to connect with consumers searching for homes. We generate revenue primarily from sales of subscription marketing products and our software-as-a-service customer relationship management products that we offer to real estate professionals. Our Trulia Pro and Trulia Premium Listings products allow real estate professionals to receive prominent placement of their listings in our search

~~Index~~ results. With our Trulia Local Ads and Trulia Mobile Ads products, real estate professionals can purchase local advertising on our Trulia website and mobile applications, respectively, by locale and by share of a given market. With our recently launched Trulia Seller Ads product, real estate professionals can generate leads from consumers interested in selling their homes. With our software-as-a-service products, real estate professionals can manage and cultivate clients and potential clients by automating daily tasks and efficiently marketing their services. We charge real estate professionals subscription fees for our software-as-a-service products. We also generate revenue through enterprise marketing agreements with real estate franchise networks. We provide a base level software-as-a-service product to ~~Financial~~all ~~Statements~~agents and/or brokerages in these franchise networks in exchange for certain minimum payments from the real estate franchise networks. We also generate revenue through the sale of premium software and marketing products to individual agents, teams and brokerage offices within these real estate franchise networks.

~~PART~~In IIaddition, we generate revenue from display advertising we sell to leading advertisers engaged in promoting their brand to our attractive audience. Pricing for our display advertisements is based on advertisement size and position on our web page, and fees are primarily based on a Cost-Per-Thousand, Cost-Per-Click, or Cost-Per-Lead basis.

~~Item~~To 5.date, ~~Market~~we ~~for~~have ~~Registrant’s~~focused ~~Common~~our ~~Equity~~efforts and investments on developing and delivering superior products and user experiences, ~~Related~~attracting consumers ~~Stockholder~~and ~~Matters~~real estate professionals to our marketplace, selling our products and ~~Issuer~~growing ~~Purchases~~our revenue. We intend to continue to spend on technology and engineering in order to further improve the experience of ~~Equity~~our ~~Securities~~users and offer the most comprehensive end-to-end marketing and customer relationship management solutions for real estate professionals.

We believe that the growth of our business and our future success are dependent upon many factors including our ability to increase our audience size and user engagement, grow the number of our paying subscribers, increase the value of our advertising and software-as-a-service products, achieve the anticipated benefits of the Market ~~Information~~Leader acquisition, and ~~Holders~~successfully invest in our growth. While each of ~~Record~~these areas presents significant opportunities for us, they also pose important challenges that we must successfully address in order to sustain the growth of our business and improve our operating results. We also expect that our efforts to maintain or increase consumer traffic and subscribers are likely to include, among other things, increases to our marketing spending and expenditures to increase the number of our engineering and product development personnel. In 2014, we launched a national marketing campaign that is designed to attract serious home buyers and sellers to our marketplace.

~~Our~~Acquisition ~~common~~by ~~stock has been listed on the New York Stock Exchange (“NYSE”) under the symbol “TRLA” on September 20~~Zillow, ~~2012~~Inc. Prior to that date, there was no public trading market for our common stock. The following table sets forth for the periods indicated the high and low sales price per share of our common stock as reported on the NYSE for the periods indicated:

Year Ended December 31, 2013:	High		Low
First Quarter	$	38.22	$	16.50
Second Quarter	$	35.33	$	27.52
Third Quarter	$	52.71	$	30.81
Fourth Quarter	$	51.54	$	26.35

On July 28, 2014, we entered into the Merger Agreement with Zillow and HoldCo, pursuant to which Zillow acquired us on February 17, 2015. Pursuant to the Merger Agreement, both we and Zillow have become wholly-owned subsidiaries of HoldCo.

Year Ended December 31, 2012:	High		Low
Third Quarter (from September 20, 2012)	$	26.57	$	20.44
Fourth Quarter	$	23.88	$	14.69

Upon completion of the Zillow Merger, (i) each outstanding share of our common stock was converted into the right to receive 0.444 of a share of Class A common stock of HoldCo; (ii) each outstanding share of Class A common stock of Zillow was converted into the right to receive one share of Class A common stock of HoldCo; and (iii) each outstanding share of Class B common stock of Zillow was converted into the right to receive one share of Class B common stock of HoldCo. The Class A common stock of HoldCo has one vote per share and the Class B common stock of HoldCo has ten votes per share, similar to the former capital structure of Zillow.

AsIn ofaddition, ~~December 31~~subject to certain exceptions, ~~2013~~each Trulia stock option, werestricted ~~had~~stock 75unit ~~holders~~and ofstock ~~record~~appreciation ofright ~~our~~outstanding ~~common~~immediately ~~stock.~~prior ~~The~~to ~~actual~~the ~~number~~consummation of ~~stockholders~~the ~~is greater~~Merger, ~~than~~whether ~~this~~or ~~number~~not ofvested ~~record~~and ~~holders~~exercisable was assumed by HoldCo and ~~includes~~converted ~~stockholders~~into ~~who~~a ~~are~~corresponding ~~beneficial~~equity ~~owners~~award ~~but~~to ~~whose~~purchase, acquire shares ~~are~~of, ~~held~~or participate in ~~street~~the ~~name~~appreciation byin ~~brokers~~price ~~and~~of, ~~other~~HoldCo ~~nominees~~Class A Common Stock. ~~This~~The ~~number~~terms of ~~holders~~each ofassumed ~~record~~equity ~~also~~award ~~does~~are ~~not~~the ~~include~~same ~~stockholders~~except ~~whose~~that the number of shares subject to each equity award and the per share exercise price, ~~may~~if beany, ~~held~~was inadjusted ~~trust~~based byon ~~other~~the ~~entities~~exchange ratio per a formula set forth in the Merger Agreement.

~~Dividends~~44

Recent Sales of Unregistered Securities and Use of Proceeds from Registered Securities

(a) Sales of Unregistered Securities

On December 17, 2013, we issued $230.0 million aggregate principal amount of 2.75% Convertible Senior Notes due 2020, or the 2020 Notes, which included a $30.0 million of principal amount issued pursuant to an option to purchase additional shares granted to the initial purchasers, in a private placement pursuant to exemptions from the registration requirements of the Securities Act. J.P. Morgan Securities LLC and Deustsche Bank Securities Inc. acted as representatives of the initial purchasers of the 2020 Notes. The 2020 Notes were issued only to “qualified institutional buyers” in compliance with Rule 144A under the Securities Act. We incurred $6.9 million in underwriting fees that were paid out of the gross proceeds from this offering.

(b) Use of Proceeds

On September 25, 2012, we closed our IPO pursuant to which we sold 5,900,000 shares of our common stock, which includes 900,000 shares sold pursuant to the exercise by the underwriters of an over-allotment option, at a public offering price of $17.00 per share, resulting in net proceeds to us of $89.4 million, after

~~Index~~On September 12, 2014, HoldCo filed a Registration Statement on Form S-4 with the SEC to ~~Financial~~register ~~Statements~~the shares of HoldCo’s common stock to be issued to shareholders of Zillow and stockholders of Trulia as consideration in the acquisition in exchange for the Zillow and Trulia common stock. The Registration Statement on Form S-4 was declared effective by the SEC on November 17, 2014. On December 18, 2014, Zillow’s shareholders and Trulia’s stockholders approved the Zillow Merger. In connection with the closing of the Zillow Merger on February 17, 2015, Trulia filed an application on Form 25 with the SEC to remove Trulia’s common stock from listing on the NYSE and from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trulia intends to file a certificate on Form 15 requesting that its reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated. HoldCo Class A Common Stock began trading on the NASDAQ Global Select Market on February 18, 2015.

~~deducting~~Restructuring underwriting discounts and commissions and offering expenses payable by us. In addition, another 1,000,000 shares were sold by certain selling stockholders. We did not receive any proceeds from sales by the selling stockholders. J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC, Needham & Company, LLC, and William Blair & Company, L.L.C acted as underwriters. No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates. We maintain the funds received in cash and cash equivalents. There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed pursuant to Rule 424(b) with the Securities and Exchange Commission on September 19, 2012. From the effective date of the registration statement through December 31, 2013, we have used the net proceeds of the offering in connection with the acquisition of Market Leader and for working capital purposes and other general corporate purposes.

On ~~March~~February 2017, ~~2013~~2015, wein ~~closed~~connection ~~our~~with ~~follow-on~~the ~~public~~Zillow ~~offering~~Merger, ~~pursuant to which~~ we ~~sold~~undertook ~~3,500,000 shares of our common stock, at~~ a ~~public~~ ~~offering~~restructuring ~~price~~plan ofthat ~~$29.75~~will ~~per~~result ~~share, resulting~~ in ~~net~~a ~~proceeds~~total toworkforce usreduction of ~~$98.1 million,~~approximately ~~after~~342 ~~deducting underwriting discounts and commissions and offering expenses payable by us. On March 26~~employees, ~~2013,~~or weapproximately ~~sold~~32% ~~an additional 525,000 shares~~ of our ~~common stock pursuant to the exercise by the underwriters of an option to purchase additional shares~~workforce, at aour ~~public offering price of $29.75 per share~~Bellevue, ~~resulting in net proceeds to us of $14.9 million~~Denver, ~~after~~New ~~deducting~~York ~~underwriting discounts~~ and ~~commissions~~San ~~and~~Francisco ~~offering expenses payable by us. In addition~~locations, ~~another~~primarily ~~3,117,311~~in ~~shares were sold by certain selling stockholders, which includes 406,606 shares sold pursuant to~~ the ~~exercise by the underwriters of an option to purchase additional shares. We did not receive any proceeds from~~ sales ~~by the selling stockholders. Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Needham & Company, LLC,~~ and ~~William~~marketing ~~Blair & Company, L~~functions.~~L.C~~ ~~acted~~The asrestructuring ~~underwriters.~~plan Nois ~~payments~~a ~~were~~result ~~made by us to directors, officers or persons owning ten percent or more~~ of ~~our common stock or to their associates, or to our affiliates. We maintain~~ the ~~funds~~integration ~~received in cash and cash equivalents. There has been no material change in the planned use~~ of ~~proceeds from~~ our ~~secondary~~business ~~public~~and ~~offering~~operations ~~as described in our final prospectus filed pursuant to Rule 424(b)~~ with ~~the Securities~~ and ~~Exchange~~into ~~Commission~~Zillow’s ~~on March 15, 2013~~business. ~~From the~~ ~~effective~~Employees ~~date~~directly ofaffected ~~the~~by ~~registration statement through December 31, 2013, we have used~~ the ~~net~~restructuring ~~proceeds~~plan ofwill ~~the~~be ~~offering~~provided ~~in connection~~ with ~~the~~severance ~~acquisition~~payments, ofvesting ~~Market~~acceleration, ~~Leader~~ and ~~for~~outplacement ~~working capital purposes and other general corporate purposes~~assistance.

OnAs ~~December 17,~~a ~~2013~~result ~~we issued $230.0 million aggregate principal amount~~ of the ~~2020~~restructuring ~~Notes~~plan, ~~which~~we ~~included~~plan ~~a $30.0 million of principal amount issued pursuant~~ to anrecord ~~option~~a toone-time ~~purchase~~restructuring ~~additional~~charge ~~notes~~of ~~granted~~between toapproximately ~~the initial purchasers~~$21.5 Wemillion ~~received~~and ~~net proceeds of~~ $~~222~~24.45 million, ~~after~~in ~~deducting~~2015, ~~offering~~primarily ~~expenses~~representing ofcash ~~$7.6~~payments ~~million~~for severance ~~payable~~and byother ~~us.~~personnel ~~Interest~~related ~~began to accrue on December 17~~expenses, ~~2013~~ and ~~is payable semi~~non-~~annually~~cash ~~every~~expenses ~~June 15~~related ~~and~~to ~~December 15,~~stock ~~starting~~vesting onacceleration. ~~June~~Severance ~~15,~~payments ~~2014.~~will Webe ~~may~~paid ~~not~~out ~~redeem~~by the ~~2020~~end ~~Notes~~of ~~prior to December 20, 2018~~2015. WeThe ~~may~~restructuring ~~redeem~~charge ~~the~~that ~~notes,~~we atexpect ~~our~~to ~~option,~~incur in ~~whole~~connection ~~or in~~with ~~part on or after December 20, 2018, if~~ the restructuring ~~last~~is ~~reported~~subject ~~sale~~to ~~price~~a ~~per~~number ~~share~~ of ~~our~~assumptions, ~~common~~and ~~stock~~actual ~~has~~results ~~been~~may atmaterially ~~least~~differ. ~~130%~~We ofmay ~~the~~also ~~conversion~~incur ~~price~~other ~~then~~material incharges ~~effect for at least 20 trading days (whether or~~ not ~~consecutive)~~currently ~~during~~contemplated ~~any~~due ~~30 consecutive~~to ~~trading~~events ~~day~~that ~~period. Holders of the notes~~ may ~~convert~~occur ~~all~~as ora ~~portion~~result ~~all or any portion~~ of ~~their notes~~, inor ~~multiples~~associated ~~of $1~~with,~~000~~ ~~principal amount, at their option at any time prior to~~ the ~~close of business on the business day immediately~~restructuring ~~preceding the maturity date~~plan. ~~The notes are convertible at an initial conversion rate of 27.8303 shares of our common stock per $1,000 principal amount of notes, subject to adjustment in certain events.~~

45In June 2014, our board of directors approved a restructuring plan to accelerate the integration of our Market Leader operations with those of Trulia, to eliminate overlapping positions, and to streamline operations. We implemented this restructuring plan to shorten the time to market for our products and to drive further growth. Further details on the restructuring are presented in Note 12 to our audited consolidated financial statement included in this Annual Report on Form 10-K.

Convertible Senior Notes

On December 17, 2013 we issued $230.0 million aggregate principal amount of 2.75% Convertible Senior Notes due in 2020, or the 2020 Notes, which included a $30.0 million of principal amount issued pursuant to an option to purchase additional notes granted to the initial purchasers. The aggregate principal amount of the 2020 Notes is due on December 15, 2020. We received net proceeds of $222.4 million, after deducting offering expenses of $7.6 million payable by us. Interest began to accrue on December 17, 2013 and is payable semi-annually every June 15 and December 15, starting on June 15, 2014. We may not redeem the 2020 Notes prior to December 20, 2018. We may redeem the 2020 Notes, at our option, in whole or in part on or after December 20, 2018, subject to certain conditions. Holders of the 2020 Notes may convert all or any portion of their notes, in multiples of $1,000 principal amount, at their option at any time prior to the close of business on the business day immediately preceding the maturity date. At the time of the Zillow Merger, the notes were convertible at a conversion rate of a number of shares of HoldCo Class A common stock equal to 27.8303 times 0.444 per $1,000 principal amount of notes, subject to adjustment in certain events.

In connection with the closing of the Zillow Merger on February 17, 2015, each outstanding 2020 Note which was convertible into shares of our common stock is now convertible into shares of HoldCo Class A Common Stock.

~~Index~~Acquisition toof ~~Financial~~Market ~~Statements~~Leader, Inc.

c)On ~~Issuer~~August 20, ~~Purchases~~2013 we completed the acquisition of ~~Equity~~Market ~~Securities~~Leader, Inc., or Market Leader, for approximately $372.7 million, including 4,412,489 million shares of our common stock valued at $189.3 million, and $170.5 million in cash and assumed Market Leader equity awards valued at $26.7 million, $12.9 million of which was included in the purchase price and the remaining amount was subject to post-acquisition service requirement and was being expensed prospectively. Market Leader is a provider of software-as-a-service based customer relationship management software for the real estate sector. We acquired Market Leader to help accelerate our growth, including by expanding our product portfolio for real estate professionals and increasing our subscriber base. Our consolidated financial statements include the results of operations for Market Leader beginning on August 21, 2013.

Period	(a)Total Number ofShares (Units)Purchased		(b)Average Price Paidper Share (or Unit)		(c )Total Number ofShares (or Units)Purchased as Part ofPublicly Announced Plansor Programs		(c)Maximumnumber (orApproximateDollar Value) ofShares (or Units)that May Yet BePurchased Underthe Plans orPrograms
Month #1 (October 1, 2013 – October 31, 2013) *		521	$	43.73		—		—
Month #2 (November 1, 2013 – November 30, 2013)		—		—		—		—
Month #3 (December 1, 2013 – December 31, 2013) **		1,085,383	$	27.64		—		—
Total		1,085,904	$	27.65		—		—

Follow-on Public Offering

*In WeMarch ~~paid $23~~2013,~~000~~ towe ~~repurchase~~completed our follow-on public offering in which we sold an aggregate of 4,025,000 shares of our common stock, inwhich included 525,000 shares sold pursuant to the ~~open~~exercise ~~market~~by the underwriters of an option to purchase additional shares, at ~~the~~a ~~market~~public offering price of $29.75 per share. In addition, another 3,117,311 shares were sold by certain selling stockholders, which included 406,606 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares. We received aggregate net proceeds of $113.0 million, after deducting underwriting discounts and commissions and offering expenses payable by us, from sales of our ~~common~~shares ~~stock~~in onthe offering. We did not receive any of the ~~date~~proceeds from the sales of ~~this~~shares ~~transaction~~by the selling stockholders.

**Key WeBusiness ~~used~~Metrics $30.0 million of the net proceeds received from the issuance of the 2020 Notes to repurchase shares of our common stock from purchasers of the 2020 Notes in privately negotiated transactions effected through J.P. Morgan Securities LLC or its affiliate as our agent. The purchase price per share of the common stock repurchased in this transactions was equal the closing price per share of our common stock on December 11, 2013, which was $27.64.

~~Securities~~To ~~Authorized~~analyze ~~for~~our ~~Issuance~~business ~~Under~~performance, ~~Equity Compensation~~determine ~~Plans~~financial forecasts, and help develop long-term strategic plans, we review the key business metrics below.

~~See~~• ~~Item 12~~Monthly Unique Visitors. We count a unique visitor the first time a computer or mobile device with a unique IP address accesses trulia.com (including our Trulia blogs), ~~“Security~~any ~~Ownership~~of our more than 177,000 agent websites powered by Market Leader, or our mobile websites and applications during a calendar month. If an individual accesses any of ~~Certain~~the ~~Beneficial~~websites ~~Owners~~or mobile applications using different IP addresses within a given month, the first access by each such IP address is counted as a separate unique visitor. If an individual accesses more than any one of our websites in a single month, the first access to each website is counted as a separate unique user since unique users are tracked separately for each domain. Our number of monthly unique visitors includes mobile monthly unique visitors. We calculate our monthly unique visitors based on the monthly average over the applicable period. The third quarter of 2013 was the first quarter in which we included our consumer facing blogs in our monthly unique visitor count, and ~~Management~~starting in March 2014 of the first quarter of 2014 we began including all other blogs in our monthly unique visitor count. We view monthly unique visitors as a key indicator of the growth in our business and ~~Related~~audience ~~Stockholder Matters”~~reach, ~~for~~the ~~information~~quality ~~regarding~~of ~~securities~~our ~~authorized~~products, ~~for~~and ~~issuance~~the strength of our brand awareness. In the year ended December 31, 2014, the total number of monthly unique visitors increased to 48.0 million from 37.8 million in the year ended December 31, 2013, a 27% increase. We attribute the growth in our monthly unique visitors principally to our marketing campaign efforts, the popularity of our mobile products, and the overall industry trend of more consumers using the web and mobile applications to research housing decisions.

46• Mobile Monthly Unique Visitors. We count a unique mobile visitor the first time a mobile device with a unique IP address accesses trulia.com (including our Trulia blogs starting March 2014), any of our more than 177,000 agent websites powered by Market Leader, or our mobile websites and applications during a calendar month. We calculate our mobile monthly unique visitors based on the monthly average over the applicable period. These mobile monthly unique visitors are included in our monthly unique visitors metric. We view mobile monthly unique visitors as a key indicator of the growth in our business and audience reach, and believe that having more unique visitors using our mobile applications will drive faster growth in our revenue. We plan to expand our mobile products to support our rapidly growing mobile user base. In the year ended December 31, 2014, the number of mobile

~~Index~~monthly unique visitors increased to ~~Financial~~23.7 ~~Statements~~million from 14.2 million in the year ended December 31, 2013, a 67% increase. We attribute this growth to our marketing campaign efforts, the overall adoption of smartphones and the growth of mobile applications and mobile web use by consumers. We also attribute the growth in our mobile monthly unique visitors to our increased efforts in developing a mobile website and mobile applications. Due to the significant growth rate of usage of our mobile products and solutions, our mobile monthly unique visitors has grown as a percentage of our monthly unique visitors over recent periods and we expect this trend to continue.

~~Item~~• New Contributions to User-Generated Content. We define user-generated content as any content contributed by a user through trulia.com, or Trulia’s mobile websites or applications, such as Q&A discussions, blogs, blog comments, user votes, recommendations, and neighborhood ratings and reviews. In the year ended December 31, 2014, new contributions to user-generated content increased by approximately 4.8 million contributions, and we now have over 16.6 million cumulative contributions on our marketplace. ~~Selected~~We ~~Financial~~expect new contributions to user-generated content to continue to grow as our monthly unique visitors and ~~Other~~total ~~Data~~subscribers grow and as we introduce new features to trulia.com and our Trulia mobile websites and applications. While the absolute number of new contributions to user-generated content may continue to grow period-over-period, the rate of growth has slowed and we expect that the rate of growth may continue to slow as the aggregate size of our user-generated content increases. We believe the slowing growth rate of new contributions to user-generated content is a function of the large historical number of new contributions to user-generated content on our marketplace, which makes achievement of increasing rates of growth more challenging. We continue to focus on promoting new contributions to user-generated content to increase the engagement of our users with our marketplace.

~~The~~• ~~following~~Total ~~selected~~Subscribers. ~~historical~~We ~~financial~~define ~~data~~a ~~below~~subscriber ~~should~~as bea ~~read~~real inestate ~~conjunction~~professional with ~~Item 7~~a paid subscription at the end of a period. This includes agents using our premium software-as-a-service product under a licensed purchased by their brokerage, ~~“Management’s~~and ~~Discussion~~excludes subscribers to certain legacy Market Leader properties, such as activerain.com and ~~Analysis~~SharperAgent. ofTotal ~~Financial~~subscribers ~~Condition~~has been, and ~~Results~~we ~~of Operations~~expect will continue to be,” a key driver of revenue growth. It is also an indicator of our ~~financial~~market ~~statements~~penetration, the value of our products, and the ~~related~~attractiveness ~~notes~~of ~~appearing~~our inconsumer ~~Item 8~~audience to real estate professionals. As of December 31, ~~“Financial~~2014, ~~Statements~~we ~~and~~had ~~Supplementary~~approximately ~~Data”~~79,300 total subscribers, a 33% increase from approximately 60,000 total subscribers as of ~~this~~December ~~Annual~~31, ~~Report~~2013, onassuming ~~Form~~a ~~10-K~~20% overlap between Trulia and Market Leader. We attribute the growth in our total subscribers to ~~fully~~our ~~understand~~increasing ~~factors~~sales ~~that~~and ~~may~~marketing ~~affect~~efforts, principally from the ~~comparability~~growth of our inside sales team, as well as growth in monthly unique visitors. Although our total subscribers are growing period-over-period and we expect total subscribers to continue to grow, the ~~information~~rate ~~presented~~of ~~below~~growth may slow as we increase efforts to sell more products to existing subscribers. In addition, subscribers often purchase subscriptions for limited periods as a result of seasonality, as part of their advertising campaigns, and other factors.

~~The~~• ~~statements~~Average ofMonthly ~~operations~~Revenue ~~data~~per ~~for~~Subscriber. ~~the~~We ~~years~~calculate ~~ended~~our ~~December 31,~~average ~~2013,~~monthly ~~2012,~~revenue ~~and~~per ~~2011 and~~subscriber by dividing the ~~balance~~revenue ~~sheet~~generated ~~data~~from assubscriptions of ~~December 31,~~our ~~2013~~lead generation products and ~~2012~~our ~~are~~software-as-a-service ~~derived~~products ~~from~~in ~~our~~a ~~audited~~period ~~financial~~by ~~statements~~the ~~appearing~~average number of subscribers in ~~Item 8~~the period, ~~“Financial~~divided ~~Statements~~again ~~and~~by ~~Supplementary~~the ~~Data”,~~number of ~~this~~months ~~Annual~~in ~~Report~~the onperiod. ~~Form~~Our ~~10-K.~~average ~~The~~number ~~statements~~ of ~~operations~~subscribers ~~for~~is calculated by taking the ~~years~~average ~~ended~~of ~~December 31,~~the ~~2010~~beginning and ~~2009~~ending ~~and~~number of subscribers for the ~~balance~~period, ~~sheet~~and ~~data~~assumes asa of20% ~~December 31,~~overlap ~~2011,~~between ~~2010,~~Trulia and ~~2009~~Market ~~are~~Leader. ~~derived~~Our ~~from~~average ~~audited~~monthly ~~financial~~revenue ~~statements~~per ~~not~~subscriber ~~included~~is ina ~~this~~key ~~Annual~~indicator ~~Report~~of onour ~~Form~~ability ~~10-K.~~to ~~The~~monetize ~~statement~~our marketplace and the performance of ~~operations~~ our software-as-a-service subscription products for real estate professionals, and we monitor changes in this metric to measure the ~~year~~effectiveness ~~ended~~of ~~December 31~~our monetization strategy. As our new and existing subscribers mature, ~~2013~~we ~~includes~~have ~~results~~been ofable ~~Market~~to ~~Leader~~increase ~~operations~~our inaverage ~~the~~monthly ~~post-acquisition~~revenue ~~period~~per ~~from~~subscriber ~~August 21~~by launching new products to sell to these customers, ~~2013~~redesigning ~~through~~existing ~~December 31~~products to expand inventory in high demand zip codes, ~~2013.~~raising ~~Our~~prices ~~historical~~in ~~results~~certain ~~are~~geographic ~~not~~markets, ~~necessarily~~and ~~indicative~~selling ofto existing subscribers the ~~results~~ additional advertising inventory created by traffic growth to beour ~~expected~~marketplace. In addition, in ~~the~~geographic ~~future.~~markets that show strong demand for our Trulia subscription products—those where inventory is sold out and wait lists to purchase our products

	Year Ended December 31,
	2013			2012			2011			2010			2009
	(In thousands, except share and per share data)
Statement of Operations Data:
Revenue	$	143,728		$	68,085		$	35,518		$	19,785		$	10,338
Cost and operating expenses: (1)
Cost of revenue (exclusive of amortization) (2)		23,122			9,999			5,795			3,657			2,855
Technology and development		34,612			20,199			14,650			8,803			7,056
Sales and marketing		71,370			33,747			17,717			8,638			5,532
General and administrative		32,702			13,659			6,123			2,501			1,912
Acquisition related costs		6,065			—			—			—			—
Total cost and operating expenses		167,871			77,604			44,285			23,599			17,355
Loss from operations		(24,143	)		(9,519	)		(5,767	)		(3,814	)		(7,017	)
Interest income		121			50			17			15			55
Interest expense		(1,107	)		(1,016	)		(389	)		(39	)		(21	)
Change in fair value of warrant liability		—			(369	)		(16	)		—			—
Loss on extinguishment of debt		(141	)		—			—			—			—
Loss before provision for income taxes		(25,270	)		(10,854	)		(6,155	)		(3,838	)		(6,983	)
Provision for income taxes		7,511			(67	)		—			—			—
Net loss attributable to common stockholders	$	(17,759	)	$	(10,921	)	$	(6,155	)	$	(3,838	)	$	(6,983	)
Net loss per share attributable to common stockholders, basic and diluted (3)	$	(0.54	)	$	(0.87	)	$	(0.92	)	$	(0.64	)	$	(1.21	)
Weighted average shares used in computing net loss per share attributable to common stockholders, basic and diluted (3)		33,129,572			12,538,769			6,657,045			6,016,550			5,752,478
Other Financial Information:
Adjusted EBITDA (4)	$	17,106		$	(3,364	)	$	(1,787	)	$	(2,497	)	$	(5,857	)

~~Index~~exist—average monthly revenue per subscriber is higher than in markets with less demand for these products. While our average monthly revenue per subscriber has increased and may continue to ~~Financial~~increase ~~Statements~~in absolute dollars year-over-year, the rate of increase has slowed and we expect that the rate of increase may continue to slow. We believe that the slowing growth rate of our average monthly revenue per subscriber is the result of the consolidation of the historically lower Market Leader average monthly revenue per subscriber into this key business metric, our larger subscriber base and the resulting challenge associated with achieving higher growth rates and our efforts to introduce new, lower priced, entry level lead generation products to attract new subscribers. Despite this slowing growth rate, we believe we have significant opportunities to continue to increase average monthly revenue per subscriber by further penetrating markets and by offering new products to existing subscribers.

~~(1)~~Our ~~Compensation~~key ~~paid~~business inmetrics ~~stock~~are ~~was allocated~~ as follows:

	Year Ended December 31,
	2013		2012		2011		2010		2009
	2014		2013		2012
	(In thousands)
Monthly unique visitors (in thousands)		48,030		37,756		23,145
Cost of revenue	$	718	$	32	$	11	$	8	$	10
Mobile monthly unique visitors (in thousands)		23,696		14,203		6,760
Technology and development		6,365		930		482		176		177
New contributions to user-generated content (in thousands)		4,795		4,362		3,050
Sales and marketing		5,663		398		183		97		105
Total subscribers (at period end)		79,254		59,677		24,443
General and administrative		10,227		1,210		808		73		13
Average monthly revenue per subscriber ($)		209		193		156
Total compensation paid in stock	$	22,973	$	2,570	$	1,484	$	354	$	305
(2) Amortization of product development costs were included in technology and development as follows:	$	2,660	$	1,108	$	708	$	366	$	179

~~(3)~~Components ~~See Note 12 to our audited financial statements for an explanation~~ of ~~the~~Statements ~~method used to calculate basic and diluted net loss per share attributable to common stockholders and the weighted average number~~ of ~~shares~~Operations ~~used in the computation of the per share amounts.~~

~~(4)~~Revenue See “Non-GAAP Financial Measures” for more information and a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles in the United States, or GAAP.

	As of December 31,
	2013		2012		2011		2010			2009
	(In thousands)
Balance Sheet Data:
Cash and cash equivalents and short-term investments	$	225,597	$	100,017	$	11,341	$	4,395		$	7,587
Working capital (deficit)		213,336		82,632		4,165		(132	)		6,881
Property and equipment, net		22,289		7,069		5,548		3,465			847
Total assets		655,409		118,964		24,195		15,710			11,162
Deferred revenue		10,002		13,296		4,827		1,810			546
Total indebtedness		230,000		9,759		9,592		1,955			517
Preferred stock warrant liability		—		—		297		—			—
Total stockholders’ equity (deficit)		381,076		86,534		3,039		7,142			8,262

Our revenue is comprised of Marketplace revenue and Media revenue.

~~Non~~Marketplace Revenue. Marketplace revenue primarily consists of products and services sold to real estate professionals, including agents, brokers, agents of property managers, builders, and mortgage lenders on a fixed fee subscription, Cost Per Click (“CPC”) or Cost Per Lead (“CPL”) basis. We currently sell four sets of products to real estate professionals on a subscription basis. The first set of products, which includes Trulia Local Ads and Trulia Mobile Ads, enables real estate professionals to promote themselves on our search results pages and property details pages for a local market area. Real estate professionals purchase subscriptions to these products based upon their specified market share for a city or zip code, at a fixed monthly price, for periods ranging from one month to one year, with pricing depending on demand, location, and the percentage of market share purchased. Our second set of products allows real estate professionals to receive prominent placement of their listings in our search results. Real estate professionals sign up for new subscriptions to this product at a fixed monthly price for periods that generally range from 6 months to 24 months. Our third set of products includes Trulia Seller Ads that enable real estate professionals to generate leads from consumers interested in selling their homes. Our fourth set of products is our comprehensive premium software-~~GAAP~~as-a-service ~~Financial~~based ~~Measures~~marketing products typically sold to real estate professionals as a bundle of products under a fixed fee subscription. We also sell a base version of these products to strategic franchise networks for specified contractual amounts over a number of years and partner with them to drive adoption of our premium solution across their network.

~~Adjusted~~Media ~~EBITDA~~Revenue. isMedia arevenue ~~financial~~primarily ~~measure~~consists ~~that~~of isdisplay ~~not~~advertising ~~calculated~~sold inon ~~accordance~~a ~~with~~Cost ~~generally~~per ~~accepted~~Thousand ~~accounting~~(“CPM”), ~~principles~~CPC, inand ~~the~~CPL basis ~~United~~to ~~States,~~advertisers orpromoting ~~GAAP.~~their Webrand ~~define~~on ~~Adjusted~~trulia.com, ~~EBITDA~~our asmobile ~~net~~website, ~~loss~~m.trulia.com ~~adjusted~~and ~~to exclude~~our ~~interest~~partners ~~income,~~websites ~~interest~~(cumulatively ~~expense,~~“Trulia ~~loss~~Websites”). onImpressions ~~extinguishment~~are the number of ~~debt,~~times ~~income~~an ~~taxes,~~advertisement ~~depreciation~~is ~~and~~loaded ~~amortization,~~on ~~change~~a inweb page ~~the~~and ~~fair~~clicks ~~value~~are ofthe ~~our~~number ~~warrant~~of ~~liability,~~times ~~compensation~~users ~~paid~~click inon ~~stock,~~an ~~and~~advertisement. ~~certain~~Revenue ~~other~~is ~~infrequently~~recognized ~~occurring~~in ~~items that~~the ~~Trulia~~periods ~~does~~the ~~not~~clicks ~~believe~~or impressions are ~~indicative~~delivered. ofPricing ~~ongoing~~is ~~results~~primarily ~~(such~~based ason ~~acquisition~~advertisement ~~related~~size ~~costs).~~and ~~Below,~~position weon ~~have~~the ~~provided~~Trulia aWebsites ~~reconciliation~~and offees ~~Adjusted~~are generally ~~EBITDA~~billed tomonthly. As our ~~net~~mobile ~~loss,~~web ~~the~~pages ~~most~~and ~~directly~~mobile ~~comparable~~applications ~~financial~~offer ~~measure~~less ~~calculated~~space ~~and~~on ~~presented in~~which ~~accordance~~to ~~with~~display ~~GAAP.~~advertising, ~~Adjusted~~a ~~EBITDA~~shift ~~should~~in ~~not~~user betraffic ~~considered~~from asour anwebsites ~~alternative~~ to ~~net~~mobile ~~loss~~products orcould ~~any~~decrease ~~other~~our ~~measure~~advertising ofinventory ~~financial performance calculated~~ and ~~presented~~negatively inaffect our ~~accordance~~Media ~~with GAAP~~revenue. ~~Our~~Recently, ~~Adjusted~~we ~~EBITDA~~have ~~may~~experienced ~~not~~a beshift ~~comparable~~in touser ~~similarly titled~~traffic ~~measures~~as ofour ~~other~~mobile ~~organizations~~monthly ~~because~~unique ~~other~~visitors ~~organizations~~have ~~may~~continued ~~not~~to ~~calculate~~grow ~~Adjusted~~at ~~EBITDA~~a inrapid ~~the~~pace ~~same~~and ~~manner~~our asmonthly weunique ~~calculate~~visitors ~~the~~have ~~measure~~stayed relatively constant.

We48 include Adjusted EBITDA in this Annual Report on Form 10-K because it is an important measure upon which our management assesses our operating performance. We use Adjusted EBITDA as a key performance measure because we believe it facilitates operating performance comparisons from period to period by excluding potential differences primarily caused by variations in capital structures, tax positions, the impact of depreciation and amortization expense on our fixed assets, changes related to the fair value remeasurements of our preferred stock warrant, and the impact of the compensation paid in stock. Because Adjusted EBITDA facilitates internal

~~Index~~In the third quarter of 2013, we changed how we define our Marketplace revenue and Media revenue. The changes primarily relate to ~~Financial~~the ~~Statements~~re-classification of products and services sold to mortgage lenders. The change in definitions did not change total revenue reported in any period. The following table provides a comparison of Marketplace revenue and Media revenue as currently classified and as previously classified for all periods presented. Marketplace revenue and Media revenue have been reclassified for all periods disclosed herein.

comparisons of our historical operating performance on a more consistent basis, we also use Adjusted EBITDA for business planning purposes, to incentivize and compensate our management personnel, and in evaluating acquisition opportunities. In addition, we believe Adjusted EBITDA and similar measures are widely used by investors, securities analysts, ratings agencies, and other parties in evaluating companies in our industry as a measure of financial performance and debt-service capabilities.


	Year Ended December 31,
	2014		2013		2012
Marketplace revenue (current definition)	$	210,335	$	113,383	$	47,805
Marketplace revenue (previous definition)	$	—	$	107,712	$	45,475
Media revenue (current definition)	$	41,602	$	30,345	$	20,280
Media revenue (previous definition)	$	—	$	36,016	$	22,610

~~Our~~In ~~use~~addition, ofas ~~Adjusted~~noted ~~EBITDA~~above, ~~has~~in ~~limitations~~the asyear anended ~~analytical~~December 31, ~~tool~~2013, ~~and you~~we ~~should~~have ~~not~~added ~~consider~~the itcontribution inof Market ~~isolation~~Leader orto asMarketplace arevenue ~~substitute~~from ~~for~~August 21, ~~analysis~~2013 of(the ~~our~~day ~~results~~after asthe ~~reported~~closing ~~under~~of ~~GAAP.~~our ~~Some~~acquisition of ~~these~~Market ~~limitations~~Leader) ~~are:~~through December 31, 2013.

•Cost ~~Adjusted~~and ~~EBITDA~~Operating ~~does~~Expenses ~~not reflect our cash expenditures for capital equipment or other contractual commitments;~~

•Cost ~~Although~~of ~~depreciation~~Revenue. ~~and~~Cost ~~amortization~~of ~~are~~revenue consists ~~non-cash~~primarily ~~charges~~of expenses related to operating our websites and mobile applications, including those associated with the ~~assets~~operation ~~being~~of ~~depreciated~~our data centers and ~~amortized~~customer ~~may~~websites, ~~have~~hosting tofees, becustomer ~~replaced~~service inrelated ~~the~~headcount ~~future~~related expenses including salaries, bonuses, benefits and ~~Adjusted~~compensation ~~EBITDA~~paid ~~does~~in ~~not~~stock, ~~reflect~~cost ~~capital~~to ~~expenditure~~generate ~~requirements~~leads for ~~such~~customers, ~~replacements;~~licensed content, multiple listing services fees, revenue sharing costs, credit card processing fees, third-party contractor fees, and allocated overhead.

•Technology ~~Adjusted~~and ~~EBITDA~~Development. ~~does~~Technology ~~not~~and ~~reflect~~development ~~changes~~expenses consist primarily of headcount related expenses including salaries, bonuses, benefits and compensation paid in stock, orthird-party ~~cash~~contractor ~~requirements~~fees, and allocated overhead primarily associated with developing new technologies. Technology and development also includes amortization expenses related to capitalized costs from internal and external development activities for, our ~~working~~marketplace. ~~capital needs;~~

•Sales ~~Adjusted~~and Marketing. ~~EBITDA~~Sales ~~does~~and ~~not~~marketing ~~reflect~~expenses ~~the~~consist ~~interest~~primarily ~~expense~~of orheadcount ~~the~~related ~~cash~~expenses ~~requirements~~including ~~necessary~~salaries, tobonuses, ~~service~~commissions, ~~interest~~benefits orand ~~principal~~compensation ~~payments~~paid onin ~~our~~stock ~~indebtedness~~for sales, customer service, marketing, and public relations employees; advertising expenses and third-party contractor fees. Sales and marketing expenses also include other sales expenses related to promotional and marketing activities, and allocated overhead.

•General ~~Other~~and ~~companies,~~Administrative. General and administrative expenses consist primarily of headcount related expenses including salaries, ~~companies~~bonuses, benefits and compensation paid in ~~our~~stock ~~industry~~for executive, ~~may~~finance, ~~calculate~~accounting, ~~Adjusted~~legal, ~~EBITDA~~human ~~measures~~resources, ~~differently~~recruiting, ~~which~~and ~~reduces~~administrative ~~their~~support ~~usefulness~~personnel. asGeneral aand ~~comparative~~administrative ~~measure~~expenses also include legal, accounting, and other third-party professional service fees, bad debt, and allocated overhead costs.

InInterest ~~evaluating~~Income Adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating our performance, you should consider Adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results.

~~The~~Interest ~~following~~income ~~table~~consists ~~presents~~primarily ~~a reconciliation~~ of ~~Adjusted~~interest ~~EBITDA~~earned toon our ~~net~~cash ~~loss,~~and ~~the~~cash ~~most~~equivalent ~~comparable~~and ~~GAAP~~short-term ~~measure,~~investment ~~for~~balances. ~~each of the periods indicated:~~

	Year Ended December 31,
	2013			2012			2011			2010			2009
	(In thousands)
Net loss attributable to common stockholders	$	(17,759	)	$	(10,921	)	$	(6,155	)	$	(3,838	)	$	(6,983	)
Non-GAAP adjustments:
Interest income		(121	)		(50	)		(17	)		(15	)		(55	)
Interest expense		1,107			1,016			389			39			21
Loss on extinguishment of debt		141			—			—			—			—
Depreciation and amortization		12,211			3,585			2,496			963			855
Change in fair value of warrant liability		—			369			16			—			—
Income tax provision (benefit)		(7,511	)		67			—			—			—
Compensation paid in stock		22,973			2,570			1,484			354			305
Acquisition related costs		6,065
Adjusted EBITDA	$	17,106		$	(3,364	)	$	(1,787	)	$	(2,497	)	$	(5,857	)

Interest Expense

49Interest expense consists primarily of interest on our outstanding long-term debt and capital lease obligations. See Note 7 of our audited consolidated financial statements included in this Annual Report on Form 10-K for more information about our long-term debt.

~~Index~~Change toin ~~Financial~~Fair ~~Statements~~Value of Warrant Liability

~~Item~~Change 7in fair value of the warrant liability includes charges from the remeasurement of our preferred stock warrant liability on a mark-to-market basis as of each period end. ~~Management’s~~These ~~Discussion~~preferred ~~and~~stock ~~Analysis~~warrants became warrants to purchase common stock upon the completion of ~~Financial~~our ~~Condition~~IPO, at which time the warrant liability was remeasured to fair value and ~~Results~~the ofremaining ~~Operations~~liability was reclassified as additional paid-in capital

~~The~~Provision ~~following~~for ~~discussion~~Income ~~and~~Taxes analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” “estimate,” or similar expressions constitute forward-looking statements. Our actual results could differ materially from those contained in or implied by any forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K.

~~Overview~~Our provision for income taxes has not been historically significant to our business as we have incurred operating losses to date.

~~Trulia~~As isa ~~redefining~~result ~~the~~of ~~home search experience for consumers and changing~~ the ~~way~~acquisition ~~that~~of ~~real~~Market ~~estate~~Leader ~~professionals~~in ~~build~~August ~~their businesses. Our marketplace~~2013, ~~delivered~~we ~~through~~recorded ~~the~~a ~~web~~tax ~~and~~benefit ~~mobile~~of ~~applications,~~$7.9 million ~~gives~~as ~~consumers~~a ~~powerful tools to research homes and neighborhoods and enables real estate professionals to efficiently market their listings and attract and manage new clients. We~~discrete ~~believe~~item wein ~~deliver~~ the ~~best~~three ~~home~~months ~~search~~ended ~~experience~~September 30, by2013. This ~~combining~~tax ~~our~~benefit ~~superior~~is ~~user~~a ~~interface~~result ~~with~~of ~~our~~the ~~comprehensive~~partial ~~database~~release of ~~real~~its ~~estate~~existing ~~properties,~~valuation ~~local~~allowance ~~insights,~~immediately ~~and~~prior ~~user-generated~~to ~~content.~~the Weacquisition ~~also~~since ~~offer~~the aacquired ~~comprehensive~~deferred ~~suite~~tax ofliabilities ~~free~~from ~~and~~Market Leader ~~subscription~~will ~~products that~~ provide ~~real~~a ~~estate~~source ~~professionals~~of ~~with~~income ~~access~~for tous ~~transaction-ready consumers and help them~~ to ~~grow~~realize ~~and~~a ~~manage~~portion ~~their~~of ~~online~~our ~~presence.~~deferred Wetax ~~also~~assets, ~~generate~~for ~~media~~which ~~revenue~~a ~~from~~valuation ~~sales~~allowance ofis ~~display~~no ~~advertising~~longer ~~on our websites and mobile applications~~needed.

~~Key~~Critical ~~elements~~Accounting ofPolicies ~~our marketplace are extensive consumer reach, an engaged base of real estate professionals,~~ and aEstimates comprehensive database of real estate information and local insights. We also offer free and subscription-based products that provide comprehensive marketing and customer relationship management (CRM) solutions for real estate professionals. In the year ended December 31, 2013, taking into account unique visitors on Market Leader properties since acquisition on August 20, 2013, we had approximately 38.8 million monthly unique visitors. In addition, as of December 31, 2013, we had more than 437,000 active real estate professionals in our Trulia marketplace and 157,000 active real estate professionals using our Market Leader software and services. Approximately 59,700 of these real estate professionals were paying subscribers (assuming a 20% overlap between Trulia subscribers and Market Leader’s premium subscribers).

Our ~~large,~~financial ~~continually~~statements ~~refreshed,~~are ~~and~~prepared ~~searchable~~in ~~database~~accordance ~~contains~~with ~~more~~generally ~~than~~accepted ~~113.2 million~~accounting ~~properties~~principles in the United States, ~~including~~or 4US GAAP.~~0 million~~ ~~homes~~The ~~for~~preparation ~~sale~~of these financial statements requires us to make estimates and ~~rent.~~assumptions Wethat ~~supplement~~affect ~~listings~~the ~~data~~reported ~~with~~amounts ~~local information~~of onassets, ~~schools~~liabilities, ~~crime~~revenue, ~~commute~~costs ~~time~~and expenses, ~~neighborhood~~and ~~amenities,~~related ~~rental~~disclosures. ~~prices~~We ~~and~~base ~~historical~~our ~~earthquake,~~estimates ~~flood~~on ~~and~~historical ~~other~~experience ~~natural~~and ~~disaster~~on ~~data~~various toother ~~provide~~assumptions ~~unique~~that ~~insights~~we ~~into~~believe ~~each~~to ~~community~~be reasonable. In ~~addition~~many instances, we ~~harness~~could ~~rich~~have reasonably used different accounting estimates, ~~insightful user-generated~~and ~~content~~in ~~from~~other ~~our~~instances ~~active~~changes ~~community~~in ofthe ~~contributors,~~accounting ~~including~~estimates ~~consumers,~~are ~~local~~reasonably ~~enthusiasts,~~likely ~~and~~to ~~real~~occur ~~estate~~from ~~professionals~~period-to-period. ~~With~~Actual ~~more~~results ~~than~~could 11differ significantly from our estimates.~~8 million~~ ~~unique~~To ~~user~~the ~~contributions,~~extent wethat ~~believe~~there weare ~~have~~material ~~the~~differences ~~largest~~between ~~collection~~these ~~of user-generated~~estimates ~~content~~and onactual ~~homes~~results, ~~neighborhoods~~our future financial statement presentation, financial condition, results of operations and ~~real~~cash ~~estate~~flows ~~professionals~~will be affected. We ~~deliver~~believe that ~~this~~the ~~information~~accounting onpolicies ~~mobile~~discussed ~~devices~~below ~~through~~are ~~our~~critical ~~iPhone,~~to ~~iPad,~~understanding ~~Android~~our ~~Phone,~~historical ~~Android~~and ~~tablet~~future performance, ~~Kindle~~as ~~Fire~~these ~~and~~policies ~~Blackberry~~relate ~~applications~~to ~~and~~the ~~also~~more ~~provide~~significant ~~tailored mobile~~areas ~~experiences,~~involving ~~such~~our asjudgments ~~GPS-based~~and ~~search~~estimates.

WeRevenue ~~offer~~Recognition our products free to consumers. We deliver hard to find insights on homes, neighborhoods, and real estate professionals in an intuitive and engaging way, helping consumers make more informed housing decisions. Our free products attract users to our marketplace and the quality of our products drives the growth of our audience and promotes deep engagement by our users. We believe this leads real estate professionals to convert to paying subscribers and brand advertisers to purchase our advertising products.

~~For~~We ~~real~~recognize ~~estate~~revenue ~~professionals,~~when wepersuasive ~~offer~~evidence aof ~~suite~~an ofarrangement ~~free~~exists, ~~and~~delivery ~~subscription~~has ~~products~~occurred, the price to ~~promote~~the ~~themselves~~buyer ~~and~~is ~~their~~fixed ~~listings~~or ~~online~~determinable, ~~manage~~ and ~~grow~~collection ~~their~~is ~~businesses~~reasonably assured. We consider a signed agreement, a binding insertion order, or other similar documentation reflecting the terms and conditions under which products will be provided to ~~connect~~be ~~with~~persuasive ~~consumers~~evidence ~~searching~~of ~~for~~an ~~homes~~arrangement. WeCollectability ~~generate~~is ~~revenue~~assessed ~~primarily~~based ~~from~~on ~~sales~~a number of ~~subscription~~factors, including ~~marketing~~payment ~~products~~history and ~~our~~the ~~software-as-~~creditworthiness of a~~-service~~ customer. ~~relationship~~If ~~management~~it ~~products~~is determined that wecollection ~~offer~~is tonot ~~real estate~~reasonably ~~professionals.~~assured, ~~Our~~revenue ~~Trulia~~is ~~Pro~~not ~~and~~recognized ~~Trulia~~until ~~Premium~~collection becomes reasonably assured, which is generally upon receipt of cash.

50Our revenue is comprised of Marketplace revenue and Media revenue.

We enter into arrangements with customers that include combinations of CPC media placements, CPM media placements, and subscription products.

We allocate arrangement consideration in multiple-element revenue arrangements at the inception of an arrangement to all deliverables or those packages in which all components of the package are delivered at the same time, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (i) vendor-specific objective evidence (“VSOE”), if available; (ii) third-party evidence (“TPE”), if VSOE is not available; and (iii) best estimate of selling price (“BESP”), if neither VSOE nor TPE is available.

~~Index~~VSOE- We determine VSOE based on our historical pricing and discounting practices for the specific product when sold separately. In determining VSOE, we require that a substantial majority of the standalone selling prices for these products fall within a reasonably narrow pricing range. For certain subscription products, we have been able to ~~Financial~~establish ~~Statements~~VSOE.

~~Listings~~TPE- When ~~products~~VSOE ~~allow~~cannot ~~real~~be ~~estate~~established ~~professionals~~for todeliverables ~~receive prominent placement of their listings~~ in multiple-element ~~our~~arrangements, ~~search~~we ~~results.~~apply ~~With~~judgment ~~our~~with ~~Trulia~~respect ~~Local~~to ~~Ads~~whether ~~and~~we ~~Trulia~~can ~~Mobile~~establish ~~Ads products,~~a ~~real~~selling ~~estate~~price ~~professionals~~based ~~can purchase local advertising~~ on ~~our~~TPE. ~~Trulia~~TPE ~~website~~is ~~and~~determined ~~mobile~~based ~~applications,~~on ~~respectively,~~competitor byprices ~~locale~~for ~~and~~similar bydeliverables ~~share~~when ofsold ~~a given market~~separately. ~~With~~Generally, our ~~recently~~go-to-market ~~launched Trulia Seller Ads product, real estate~~strategy ~~professionals~~differs ~~can generate leads~~ from ~~consumers~~that ~~interested~~of ~~in selling their homes. With~~ our ~~software-as-a-service~~peers ~~products, real estate professionals can manage~~ and ~~cultivate~~our ~~clients~~offerings ~~and~~contain ~~potential~~a ~~clients~~significant bylevel ~~automating~~of ~~daily~~differentiation ~~tasks~~such ~~and~~that ~~efficiently marketing~~the ~~their~~comparable ~~services.~~pricing Weof ~~charge real estate professionals subscription fees for~~ our ~~software-as-a-service~~ products. Wecannot ~~also~~be ~~generate revenue through enterprise marketing agreements with real estate franchise networks~~obtained. WeFurthermore, ~~provide~~we aare ~~base~~unable ~~level software-as-a-service product~~ to ~~all~~reliably ~~agents~~determine ~~and/or~~what ~~brokerages~~similar incompetitor ~~these~~selling prices ~~franchise~~are ~~networks~~on ina ~~exchange~~standalone ~~for certain minimum payments from the real estate franchise networks~~basis. WeAs ~~also~~a ~~generate~~result, ~~revenue~~we ~~through~~have ~~the~~not ~~sale~~been ofable ~~premium software and marketing products~~ to ~~individual~~establish ~~agents,~~selling ~~teams~~price ~~and~~based ~~brokerage offices within these real estate franchise networks~~on TPE.

InBESP- When ~~addition~~we are unable to establish selling price using VSOE or TPE, we use BESP in our allocation of arrangement ~~generate~~consideration. ~~revenue~~The ~~from~~objective ~~display~~of ~~advertising~~BESP is to determine the price at which we ~~sell~~would totransact ~~leading~~a ~~advertisers~~sale ~~engaged~~if inthe ~~promoting~~service ~~their~~was ~~brand~~sold toregularly ~~our~~on ~~attractive~~a ~~audience~~standalone basis. ~~Pricing~~As ~~for~~we ~~our~~have ~~display~~not ~~advertisements~~been isable ~~based~~to onestablish ~~advertisement~~VSOE ~~size~~or ~~and~~TPE ~~position~~for onCPM ~~our~~media ~~web~~placements, ~~page~~CPC media placements, and ~~fees~~certain ~~are primarily~~subscription ~~based~~products, onwe adetermine ~~Cost-Per-Thousand~~BESP ~~(“CPM”),~~for ~~Cost-Per-Click~~these ~~(“CPC”),~~deliverables orbased ~~Cost-Per-Lead~~on ~~(“CPL)~~the ~~basis.~~following:

To• ~~date,~~The welist ~~have~~price ~~focused~~represents ~~our~~a ~~efforts~~component ~~and~~of ~~investments~~the ongo-to-market ~~developing~~strategy ~~and~~established ~~delivering~~by ~~superior~~senior ~~products~~management. ~~and~~Our ~~user~~list ~~experiences,~~prices ~~attracting consumers~~are ~~and~~based ~~real~~on ~~estate~~the ~~professionals~~features toof ~~our~~the ~~marketplace,~~products ~~selling~~offered. ~~our~~These ~~products~~features, ~~and~~which ~~growing~~consist ~~our~~of ~~revenue.~~the Wesize ~~intend~~and toplacement ~~continue~~of tothe ~~spend~~advertisements ~~significantly~~ on ~~technology~~our ~~and~~website, ~~engineering~~impact inthe ~~order~~list toprices ~~further~~which ~~improve~~vary depending on the ~~experience~~specifications of ~~our~~the ~~users~~features. ~~and~~In ~~offer~~ addition, the ~~most~~list ~~comprehensive~~prices ~~end-to-end~~are ~~marketing~~impacted ~~and~~by ~~customer~~market ~~relationship~~conditions, ~~management~~including ~~solutions~~the ~~for~~conditions of the real estate ~~professionals.~~market and economy in general, and our competitive landscape; and

~~We believe~~• ~~that~~Analysis ~~the growth~~ of our ~~business~~selling ~~and~~prices ~~our~~for future success are dependent upon many factors including our ability to increase our audience size and user engagement, grow the number of our paying subscribers, increase the value of our advertising and software-as-a-service products, achieve the anticipated benefits of the Market Leader acquisition, and successfully invest in our growth. We also expect that our efforts to maintain or increase consumer traffic and subscribers are likely to include, among other things, significant increases to our marketing spending and significant expenditures to increase the number of our engineering and product development personnel. In February 2014, we announced a national marketing campaign that is designed to attract serious home buyers and sellers to our marketplace. While each of these ~~areas presents significant opportunities for us, they also pose important challenges that we must successfully address in order to sustain the growth of our business and improve our operating results~~deliverables.

~~Follow-~~We limit the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on ~~Public~~future ~~Offering~~performance or future deliverables. We regularly review BESP. Changes in assumptions or judgments or changes to the elements in the arrangement could cause a material increase or decrease in the amount of revenue that we report in a particular period.

InWe ~~March~~recognize ~~2013, we completed our follow-on public offering in which we sold an aggregate of 4,025,000 shares of our common stock, which included 525,000 shares sold pursuant to~~ the ~~exercise~~relative byfair ~~the~~value ~~underwriters~~ of an option to purchase additional shares, at a public offering price of $29.75 per share. In addition, another 3,117,311 shares were sold by certain selling stockholders, which includes 406,606 shares sold pursuant to the ~~exercise~~products byas ~~the~~they ~~underwriters~~are ofdelivered anassuming ~~option~~all toother ~~purchase~~revenue ~~additional~~recognition ~~shares.~~criteria Weare ~~received aggregate net proceeds of $113~~met.~~0 million, after deducting underwriting discounts and commissions and offering~~ ~~expenses payable by us, from sales of our shares in the offering. We did not receive any of the proceeds from the sales of shares by the selling stockholders.~~

~~Acquisition~~Allowances offor ~~Market~~Doubtful

Filing Compare · TRULIA, INC.