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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2022
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission file number 001-37713
eBay Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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77-0430924 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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2025 Hamilton Avenue |
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San Jose |
, |
California |
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95125 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(408) 376-7108
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading symbol |
Name of exchange on which registered |
Common stock |
EBAY |
The Nasdaq Global Select Market |
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Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such
files). Yes
☒
No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☒ |
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Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
☒
As of May 2, 2022, there were 559,842,135 shares of the
registrant’s common stock, $0.001 par value, outstanding,
which is the only class of common or voting stock of the registrant
issued.
eBay Inc.
TABLE OF CONTENTS
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Page |
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PART I: FINANCIAL INFORMATION |
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PART II: OTHER INFORMATION |
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PART I: FINANCIAL INFORMATION
Item 1: Financial
Statements (unaudited)
Index
eBay Inc.
CONDENSED CONSOLIDATED BALANCE SHEET
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March 31,
2022 |
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December 31,
2021 |
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(In millions, except par value) |
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(Unaudited) |
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
1,798 |
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$ |
1,379 |
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Short-term investments |
3,771 |
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5,944 |
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Customer accounts and funds receivable |
626 |
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681 |
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Other current assets |
1,154 |
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1,107 |
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Total current assets |
7,349 |
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9,111 |
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Long-term investments |
2,213 |
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2,575 |
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Property and equipment, net |
1,192 |
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1,236 |
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Goodwill |
4,141 |
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4,178 |
|
Operating lease right-of-use assets |
570 |
|
|
289 |
|
Deferred tax assets |
3,224 |
|
|
3,255 |
|
Equity investment in Adevinta |
3,748 |
|
|
5,391 |
|
|
|
|
|
Other assets |
543 |
|
|
591 |
|
|
|
|
|
|
|
|
|
Total assets |
$ |
22,980 |
|
|
$ |
26,626 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
Current liabilities: |
|
|
|
Short-term debt |
$ |
1,755 |
|
|
$ |
1,355 |
|
Accounts payable |
245 |
|
|
262 |
|
Customer accounts and funds payable |
652 |
|
|
707 |
|
Accrued expenses and other current liabilities |
1,851 |
|
|
1,927 |
|
Income taxes payable |
479 |
|
|
371 |
|
|
|
|
|
|
|
|
|
Total current liabilities |
4,982 |
|
|
4,622 |
|
Operating lease liabilities |
481 |
|
|
200 |
|
Deferred tax liabilities |
2,701 |
|
|
3,116 |
|
Long-term debt |
6,578 |
|
|
7,727 |
|
Other liabilities |
1,184 |
|
|
1,183 |
|
|
|
|
|
|
|
|
|
Total liabilities |
15,926 |
|
|
16,848 |
|
Commitments and Contingencies (Note 10) |
|
|
|
Stockholders’ equity: |
|
|
|
Common stock, $0.001 par value; 3,580 shares authorized; 571 and
594 shares outstanding
|
2 |
|
|
2 |
|
Additional paid-in capital |
16,904 |
|
|
16,659 |
|
Treasury stock at cost, 1,146 and 1,121 shares
|
(44,809) |
|
|
(43,371) |
|
Retained earnings |
34,615 |
|
|
36,090 |
|
Accumulated other comprehensive income |
342 |
|
|
398 |
|
Total stockholders’ equity |
7,054 |
|
|
9,778 |
|
Total liabilities and stockholders’ equity |
$ |
22,980 |
|
|
$ |
26,626 |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
eBay Inc.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(In millions, except per share amounts) |
|
(Unaudited) |
Net revenues |
$ |
2,483 |
|
|
$ |
2,638 |
|
|
|
|
|
Cost of net revenues |
689 |
|
|
606 |
|
|
|
|
|
Gross profit |
1,794 |
|
|
2,032 |
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
Sales and marketing |
478 |
|
|
546 |
|
|
|
|
|
Product development |
301 |
|
|
304 |
|
|
|
|
|
General and administrative |
226 |
|
|
246 |
|
|
|
|
|
Provision for transaction losses |
96 |
|
|
88 |
|
|
|
|
|
Amortization of acquired intangible assets |
1 |
|
|
7 |
|
|
|
|
|
Total operating expenses |
1,102 |
|
|
1,191 |
|
|
|
|
|
Income from operations |
692 |
|
|
841 |
|
|
|
|
|
Gain (loss) on equity investments and warrant, net |
(2,291) |
|
|
(36) |
|
|
|
|
|
Interest and other, net |
(50) |
|
|
(81) |
|
|
|
|
|
Income (loss) from continuing operations before income
taxes |
(1,649) |
|
|
724 |
|
|
|
|
|
Income tax benefit (provision) |
310 |
|
|
(156) |
|
|
|
|
|
Income (loss) from continuing operations |
(1,339) |
|
|
568 |
|
|
|
|
|
Income (loss) from discontinued operations, net of income
taxes |
(2) |
|
|
73 |
|
|
|
|
|
Net income (loss) |
$ |
(1,341) |
|
|
$ |
641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per share - basic: |
|
|
|
|
|
|
|
Continuing operations |
$ |
(2.28) |
|
|
$ |
0.83 |
|
|
|
|
|
Discontinued operations |
— |
|
|
0.11 |
|
|
|
|
|
Net income (loss) per share - basic |
$ |
(2.28) |
|
|
$ |
0.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per share - diluted: |
|
|
|
|
|
|
|
Continuing operations |
$ |
(2.28) |
|
|
$ |
0.82 |
|
|
|
|
|
Discontinued operations |
— |
|
|
0.10 |
|
|
|
|
|
Net income (loss) per share - diluted |
$ |
(2.28) |
|
|
$ |
0.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares: |
|
|
|
|
|
|
|
Basic |
587 |
|
|
681 |
|
|
|
|
|
Diluted |
587 |
|
|
693 |
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
eBay Inc.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(In millions) |
|
(Unaudited) |
Net income (loss) |
$ |
(1,341) |
|
|
$ |
641 |
|
|
|
|
|
Other comprehensive income (loss), net of reclassification
adjustments: |
|
|
|
|
|
|
|
Foreign currency translation gains (losses) |
(34) |
|
|
(117) |
|
|
|
|
|
Unrealized gains (losses) on investments, net |
(51) |
|
|
(3) |
|
|
|
|
|
Tax benefit (expense) on unrealized gains (losses) on investments,
net |
13 |
|
|
— |
|
|
|
|
|
Unrealized gains (losses) on hedging activities, net |
20 |
|
|
74 |
|
|
|
|
|
Tax benefit (expense) on unrealized gains (losses) on hedging
activities, net |
(4) |
|
|
(17) |
|
|
|
|
|
Other comprehensive income (loss), net of tax |
(56) |
|
|
(63) |
|
|
|
|
|
Comprehensive income (loss) |
$ |
(1,397) |
|
|
$ |
578 |
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
eBay Inc.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(In millions, except per share amounts) |
|
(Unaudited) |
Common stock: |
|
|
|
|
|
|
|
Balance, beginning of period |
$ |
2 |
|
|
$ |
2 |
|
|
|
|
|
Common stock issued |
— |
|
|
— |
|
|
|
|
|
Common stock repurchased |
— |
|
|
— |
|
|
|
|
|
Balance, end of period |
2 |
|
|
2 |
|
|
|
|
|
Additional paid-in-capital: |
|
|
|
|
|
|
|
Balance, beginning of period |
16,659 |
|
|
16,497 |
|
|
|
|
|
Common stock and stock-based awards issued |
1 |
|
|
1 |
|
|
|
|
|
Tax withholdings related to net share settlements of restricted
stock units and awards |
(61) |
|
|
(69) |
|
|
|
|
|
Stock-based compensation |
111 |
|
|
116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward contract for share repurchases |
188 |
|
|
— |
|
|
|
|
|
Other |
6 |
|
|
1 |
|
|
|
|
|
Balance, end of period |
16,904 |
|
|
16,546 |
|
|
|
|
|
Treasury stock at cost: |
|
|
|
|
|
|
|
Balance, beginning of period |
(43,371) |
|
|
(36,515) |
|
|
|
|
|
Common stock repurchased |
(1,438) |
|
|
(292) |
|
|
|
|
|
Balance, end of period |
(44,809) |
|
|
(36,807) |
|
|
|
|
|
Retained earnings: |
|
|
|
|
|
|
|
Balance, beginning of period |
36,090 |
|
|
22,961 |
|
|
|
|
|
Net income (loss) |
(1,341) |
|
|
641 |
|
|
|
|
|
Dividends and dividend equivalents declared |
(134) |
|
|
(126) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
34,615 |
|
|
23,476 |
|
|
|
|
|
Accumulated other comprehensive income: |
|
|
|
|
|
|
|
Balance, beginning of period |
398 |
|
|
616 |
|
|
|
|
|
Foreign currency translation adjustment |
(34) |
|
|
(117) |
|
|
|
|
|
Change in unrealized gains (losses) on investments |
(51) |
|
|
(3) |
|
|
|
|
|
Change in unrealized gains (losses) on derivative
instruments |
20 |
|
|
74 |
|
|
|
|
|
Tax benefit (provision) on above items |
9 |
|
|
(17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
342 |
|
|
553 |
|
|
|
|
|
Total stockholders’ equity |
$ |
7,054 |
|
|
$ |
3,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends and dividend equivalents declared per share or restricted
stock unit |
$ |
0.22 |
|
|
$ |
0.18 |
|
|
|
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
eBay Inc.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
2022 |
|
2021 |
|
(In millions) |
|
(Unaudited) |
Cash flows from operating activities: |
|
|
|
Net income (loss) |
$ |
(1,341) |
|
|
$ |
641 |
|
Income (loss) from discontinued operations, net of income
taxes |
2 |
|
|
(73) |
|
Adjustments: |
|
|
|
Provision for transaction losses |
96 |
|
|
88 |
|
Depreciation and amortization |
118 |
|
|
134 |
|
Stock-based compensation |
111 |
|
|
103 |
|
|
|
|
|
|
|
|
|
Loss (gain) on investments, net |
14 |
|
|
(1) |
|
Deferred income taxes |
(376) |
|
|
103 |
|
Change in fair value of warrant |
115 |
|
|
36 |
|
Change in fair value of equity investment in Adevinta |
1,643 |
|
|
— |
|
Change in fair value of equity investment in Gmarket |
182 |
|
|
— |
|
Unrealized change in fair value of equity investment in
KakaoBank |
91 |
|
|
— |
|
Unrealized change in fair value of equity investment in
Adyen |
80 |
|
|
— |
|
Realized change in fair value of shares sold in Adyen |
166 |
|
|
— |
|
Loss (gain) on extinguishment of debt |
— |
|
|
10 |
|
Changes in assets and liabilities, net of acquisition
effects |
(272) |
|
|
(93) |
|
Net cash provided by continuing operating activities |
629 |
|
|
948 |
|
Net cash provided by (used in) discontinued operating
activities |
(16) |
|
|
94 |
|
Net cash provided by operating activities |
613 |
|
|
1,042 |
|
Cash flows from investing activities: |
|
|
|
Purchases of property and equipment |
(83) |
|
|
(83) |
|
Purchases of investments |
(5,475) |
|
|
(3,424) |
|
Maturities and sales of investments |
6,827 |
|
|
3,772 |
|
|
|
|
|
|
|
|
|
Proceeds from the sale of shares in Adyen |
473 |
|
|
— |
|
|
|
|
|
Proceeds from the sale of shares in KakaoBank |
27 |
|
|
— |
|
Other |
3 |
|
|
2 |
|
Net cash provided by continuing investing activities |
1,772 |
|
|
267 |
|
Net cash provided by (used in) discontinued investing
activities |
— |
|
|
(2) |
|
Net cash provided by investing activities |
1,772 |
|
|
265 |
|
Cash flows from financing activities: |
|
|
|
Proceeds from issuance of common stock |
1 |
|
|
— |
|
Repurchases of common stock |
(1,069) |
|
|
(304) |
|
Payments for taxes related to net share settlements of restricted
stock units and awards |
(61) |
|
|
(20) |
|
Payments for dividends |
(129) |
|
|
(122) |
|
|
|
|
|
Repayment of debt |
(750) |
|
|
(1,156) |
|
|
|
|
|
Net borrowings under commercial paper program |
— |
|
|
400 |
|
Net funds receivable and payable activity |
56 |
|
|
97 |
|
Other |
— |
|
|
4 |
|
Net cash used in continuing financing activities |
(1,952) |
|
|
(1,101) |
|
Net cash provided by (used in) discontinued financing
activities |
— |
|
|
(68) |
|
Net cash used in financing activities |
(1,952) |
|
|
(1,169) |
|
Effect of exchange rate changes on cash, cash equivalents and
restricted cash |
(18) |
|
|
(11) |
|
Net increase in cash, cash equivalents and restricted
cash |
415 |
|
|
127 |
|
Cash, cash equivalents and restricted cash at beginning of
period |
1,406 |
|
|
1,594 |
|
Cash, cash equivalents and restricted cash at end of
period |
$ |
1,821 |
|
|
$ |
1,721 |
|
|
|
|
|
Less: Cash, cash equivalents and restricted cash of discontinued
operations |
— |
|
|
199 |
|
Cash, cash equivalents and restricted cash of continuing operations
at end of period |
$ |
1,821 |
|
|
$ |
1,522 |
|
eBay Inc.
CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS—(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
2022 |
|
2021 |
|
(In millions) |
|
(Unaudited) |
Supplemental cash flow disclosures: |
|
|
|
Cash paid for: |
|
|
|
Interest |
$ |
80 |
|
|
$ |
104 |
|
|
|
|
|
Income taxes |
$ |
35 |
|
|
$ |
75 |
|
The accompanying notes are an integral part of these condensed
consolidated financial statements.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Note 1 — The Company and Summary of Significant
Accounting Policies
The Company
eBay Inc. is a global commerce leader, which includes our
Marketplace platforms. Founded in 1995 in San Jose, California,
eBay is one of the world’s largest and most vibrant marketplaces
for discovering great value and unique selection. Collectively, we
connect millions of buyers and sellers around the world, empowering
people and creating opportunity for all. Our technologies and
services are designed to give buyers choice and a breadth of
relevant inventory and to enable sellers worldwide to organize and
offer their inventory for sale, virtually anytime and
anywhere.
When we refer to “we,” “our,” “us,” the “Company” or “eBay” in this
Quarterly Report on Form 10-Q, we mean the current Delaware
corporation (eBay Inc.) and its consolidated subsidiaries, unless
otherwise expressly stated or the context otherwise
requires.
Use of Estimates
The preparation of condensed consolidated financial statements in
conformity with U.S. generally accepted accounting principles
(“GAAP”) requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
condensed consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period. On an
ongoing basis, we evaluate our estimates, including those related
to provisions for transaction losses, legal contingencies, income
taxes, revenue recognition, stock-based compensation, investments
including level 3 investments in Gmarket and warrant, the
recoverability of goodwill and intangible assets. We base our
estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual
results could differ from those estimates.
Principles of Consolidation and Basis of Presentation
The accompanying condensed financial statements are consolidated
and include the financial statements of eBay Inc., our wholly and
majority-owned subsidiaries and variable interest entities (“VIE”)
where we are the primary beneficiary. All intercompany balances and
transactions have been eliminated in consolidation. Minority
interests are recorded as a noncontrolling interest. A qualitative
approach is applied to assess the consolidation requirement for
VIE’s. Equity investments in entities where we have not elected the
fair value option and where we hold at least a 20% ownership
interest or have the ability to exercise significant influence, but
not control, over the investee are accounted for using the equity
method of accounting. For such investments, our share of the
investees’ results of operations is included in gain (loss) on
equity investments and warrant, net and our equity investment
balance is included in long-term investments. Equity investments in
entities where we hold less than a 20% ownership interest are
generally accounted for as equity investments to be measured at
fair value or, under an election, at cost if it does not have
readily determinable fair value, in which case the carrying value
would be adjusted upon the occurrence of an observable price change
in an orderly transaction for identical or similar instruments or
impairment.
Upon the transfer of our Classifieds business to Adevinta ASA
(“Adevinta”) on June 24, 2021, shares in Adevinta were included as
part of total consideration received under the definitive
agreement. The equity interest in Adevinta is accounted for under
the fair value option. As of March 31, 2022, our ownership in
Adevinta was 33%. Subsequent changes in fair value are included in
gain (loss) on equity investments and warrant, net.
Additionally, upon completion of the sale of 80.01% of the
outstanding equity interests of eBay Korea LLC, a limited liability
company incorporated under the laws of Korea and a wholly owned
subsidiary of eBay KTA (“eBay Korea”) to E-mart Inc. and one of its
wholly owned subsidiaries (together, “Emart”) on November 14, 2021,
we retained 19.99% of the outstanding equity interests of the new
entity, Gmarket Global LLC (“Gmarket”) formerly known as Apollo
Korea, which is accounted for under the fair value option.
Subsequent changes in fair value are included in gain (loss) on
equity investments and warrant, net and our equity investment
balance is included in long-term investments.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
These condensed consolidated financial statements and accompanying
notes should be read in conjunction with the audited consolidated
financial statements and accompanying notes included in our Annual
Report on Form 10-K for the year ended December 31, 2021. We
have evaluated all subsequent events through the date these
condensed consolidated financial statements were issued. In the
opinion of management, these condensed consolidated financial
statements reflect all adjustments, consisting only of normal
recurring adjustments, which are necessary for the fair statement
of the condensed consolidated financial position, results of
operations and cash flows for these interim periods.
Significant Accounting Policies
There
were no significant changes to our significant accounting policies
disclosed in “Note 1
—
The Company and Summary of Significant Accounting Policies” of our
Annual Report on Form 10-K for the year ended
December 31, 2021.
Recent Accounting Pronouncements Not Yet Adopted
In March 2022, the Financial Accounting Standards Board issued new
guidance to expand the scope of financial assets that can be
included in a closed portfolio hedged using the portfolio layer
method to allow consistent accounting for similar hedges. The
expanded scope permits the application of the same portfolio
hedging method to both prepayable and nonprepayable financial
assets. The standard will be effective for annual reporting periods
beginning after December 15, 2022, including interim reporting
periods within those fiscal years. We do not expect the adoption of
this standard to have a material impact on our consolidated
financial statements.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 2 — Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net
income (loss) for the period by the weighted average number of
common shares outstanding during the period. Diluted net income
(loss) per share is computed by dividing net income (loss) for the
period by the weighted average number of shares of common stock and
potentially dilutive common stock outstanding during the period.
The dilutive effect of outstanding options and equity incentive
awards is reflected in diluted net income (loss) per share by
application of the treasury stock method. The calculation of
diluted net income (loss) per share excludes all anti-dilutive
common shares.
The following table presents the computation of basic and diluted
net income (loss) per share for the periods indicated (in millions,
except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
Income (loss) from continuing operations |
$ |
(1,339) |
|
|
$ |
568 |
|
|
|
|
|
Income (loss) from discontinued operations, net of income
taxes |
(2) |
|
|
73 |
|
|
|
|
|
Net income (loss) |
$ |
(1,341) |
|
|
$ |
641 |
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
Weighted average shares of common stock - basic |
587 |
|
|
681 |
|
|
|
|
|
Dilutive effect of equity incentive awards |
— |
|
|
12 |
|
|
|
|
|
Weighted average shares of common stock - diluted |
587 |
|
|
693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) per share - basic: |
|
|
|
|
|
|
|
Continuing operations |
$ |
(2.28) |
|
|
$ |
0.83 |
|
|
|
|
|
Discontinued operations |
— |
|
|
0.11 |
|
|
|
|
|
Net income (loss) per share - basic |
$ |
(2.28) |
|
|
$ |
0.94 |
|
|
|
|
|
Income (loss) per share - diluted: |
|
|
|
|
|
|
|
Continuing operations |
$ |
(2.28) |
|
|
$ |
0.82 |
|
|
|
|
|
Discontinued operations |
— |
|
|
0.10 |
|
|
|
|
|
Net income (loss) per share - diluted |
$ |
(2.28) |
|
|
$ |
0.92 |
|
|
|
|
|
Common stock equivalents excluded from income (loss) per diluted
share because their effect would have been
anti-dilutive |
7 |
|
|
1 |
|
|
|
|
|
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 3 — Discontinued Operations
Classifieds
On June 24, 2021, we completed the previously announced transfer of
our Classifieds business to Adevinta for $2.5 billion in cash,
subject to certain adjustments, and approximately 540 million
shares in Adevinta which represented an equity interest of 44%.
Together, the total consideration received under the definitive
agreement was valued at approximately $13.3 billion, based on
the closing trading price of Adevinta’s outstanding shares at the
Oslo Stock Exchange on June 24, 2021. The transfer resulted in a
pre-tax gain of $12.5 billion and related income tax expense
of $2.1 billion, both within income from discontinued
operations. The results of our Classifieds business have been
presented as discontinued operations in our consolidated statement
of income for all periods presented through June 24, 2021 as the
transfer represented a strategic shift in our business that had a
major effect on our operations and financial results.
In addition, upon closing we entered into a transition service
agreement (“TSA”) with Adevinta to support the operations of
Classifieds after the divestiture for fees of $29 million.
This agreement commenced with the close of the transaction and has
minimum initial terms ranging from 6 to 12 months and can be
extended for a maximum of six months.
eBay Korea
On November 14, 2021, we completed the previously announced sale of
80.01% of the outstanding equity interests of eBay Korea to Emart,
pursuant to the terms and conditions of the securities purchase
agreement, in exchange for approximately $3.0 billion of gross
cash proceeds as of the transaction close date, subject to certain
adjustments. The sale resulted in a pre-tax gain of
$3.2 billion inclusive of a $81 million currency
translation adjustment and a $44 million gain on the net
investment hedge settled in the fourth quarter of 2021, as well as
income tax expense of $369 million. The results of our eBay
Korea business have been presented as discontinued operations in
our condensed consolidated statement of income for all periods
presented through November 14, 2021 as the transfer represented a
strategic shift in our business that had a major effect on our
operations and financial results.
In addition, upon closing we entered into a transition service
agreement with eBay Korea to support the operations of eBay Korea
after the divestiture for immaterial fees. This agreement commenced
with the close of the transaction and has minimum initial terms of
6 months and can be extended for a maximum of 3
months.
Discontinued operations
The following table presents financial results from discontinued
operations, net of income taxes in our condensed consolidated
statement of income for the periods indicated (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
Classifieds income (loss) from discontinued operations, net of
income taxes |
|
|
|
|
$ |
— |
|
|
$ |
72 |
|
|
|
|
|
eBay Korea income (loss) from discontinued operations, net of
income taxes |
|
|
|
|
(2) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net of income
taxes |
|
|
|
|
$ |
(2) |
|
|
$ |
73 |
|
|
|
|
|
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
The following table presents cash flows for discontinued operations
for the periods indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
Classifieds net cash provided by (used in) discontinued operating
activities
|
|
|
|
|
$ |
(1) |
|
|
$ |
104 |
|
|
|
|
|
eBay Korea net cash provided by (used in) discontinued operating
activities
|
|
|
|
|
(15) |
|
|
(10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) discontinued operating
activities |
|
|
|
|
$ |
(16) |
|
|
$ |
94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classifieds net cash used in discontinued investing
activities
|
|
|
|
|
$ |
— |
|
|
$ |
(1) |
|
|
|
|
|
eBay Korea net cash used in discontinued investing
activities
|
|
|
|
|
— |
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in discontinued investing activities |
|
|
|
|
$ |
— |
|
|
$ |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classifieds net cash provided by (used in) discontinued financing
activities
|
|
|
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
eBay Korea net cash used in discontinued financing
activities
|
|
|
|
|
— |
|
|
(68) |
|
|
|
|
|
Net cash used in discontinued financing activities |
|
|
|
|
$ |
— |
|
|
$ |
(68) |
|
|
|
|
|
Classifieds
The financial results of Classifieds are presented as income from
discontinued operations, net of income taxes on our condensed
consolidated statement of income through June 24, 2021, when the
transfer of Classifieds was completed. Each period presented below
includes the impact of intercompany revenue agreements through June
24, 2021. The impact of these intercompany revenue agreements to
net revenues and cost of net revenues was $2 million for the
three months ended March 31, 2021. The continuing revenue and
cash flows are not considered to be material.
The following table presents the financial results of Classifieds
for the periods indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
2022 |
|
2021 |
Net revenues |
|
|
|
|
$ |
— |
|
|
$ |
276 |
|
Cost of net revenues |
|
|
|
|
— |
|
|
30 |
|
Gross profit |
|
|
|
|
— |
|
|
246 |
|
Operating expenses: |
|
|
|
|
|
|
|
Sales and marketing |
|
|
|
|
— |
|
|
87 |
|
Product development |
|
|
|
|
— |
|
|
43 |
|
General and administrative |
|
|
|
|
— |
|
|
27 |
|
Provision for transaction losses |
|
|
|
|
— |
|
|
2 |
|
Amortization of acquired intangible assets |
|
|
|
|
— |
|
|
— |
|
Total operating expenses |
|
|
|
|
— |
|
|
159 |
|
Income (loss) from operations of discontinued
operations |
|
|
|
|
— |
|
|
87 |
|
Interest and other, net |
|
|
|
|
— |
|
|
1 |
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations before income
taxes |
|
|
|
|
— |
|
|
88 |
|
Income tax provision |
|
|
|
|
— |
|
|
(16) |
|
Income (loss) from discontinued operations, net of income
taxes |
|
|
|
|
$ |
— |
|
|
$ |
72 |
|
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
eBay Korea
The financial results of eBay Korea are presented as income from
discontinued operations, net of income taxes on our condensed
consolidated statement of income. The following table presents the
financial results of eBay Korea (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
|
|
2022 |
|
2021 |
Net revenues |
|
|
|
|
$ |
— |
|
|
$ |
385 |
|
Cost of net revenues |
|
|
|
|
— |
|
|
217 |
|
Gross profit |
|
|
|
|
— |
|
|
168 |
|
Operating expenses: |
|
|
|
|
|
|
|
Sales and marketing |
|
|
|
|
— |
|
|
141 |
|
Product development |
|
|
|
|
— |
|
|
14 |
|
General and administrative |
|
|
|
|
2 |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
2 |
|
|
167 |
|
Income (loss) from operations of discontinued
operations |
|
|
|
|
(2) |
|
|
1 |
|
Interest and other, net |
|
|
|
|
— |
|
|
— |
|
Income (loss) from discontinued operations before income
taxes |
|
|
|
|
(2) |
|
|
1 |
|
Income tax benefit (provision) |
|
|
|
|
— |
|
|
— |
|
Income (loss) from discontinued operations, net of income
taxes |
|
|
|
|
$ |
(2) |
|
|
$ |
1 |
|
StubHub, PayPal and Enterprise
For the three months ended March 31, 2022 and 2021, the
discontinued operations activity related to our former StubHub,
PayPal and Enterprise businesses was immaterial.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 4 — Segments
We have one operating and reportable segment. Our reportable
segment is Marketplace, which includes our online marketplace
located at www.ebay.com, its localized counterparts and the eBay
suite of mobile apps. Our management and our chief operating
decision maker review financial information presented on a
consolidated basis for purposes of allocating resources and
evaluating performance and do not evaluate using asset
information.
During the second quarter of 2021, we classified the results of our
eBay Korea business which was part of our Marketplace segment as
discontinued operations in our consolidated statement of income for
the periods presented. See “Note 3 — Discontinued Operations” for
additional information.
The accounting policies of our segment are the same as those
described in “Note 1 — The Company and Summary of Significant
Accounting Policies.”
The following table summarizes net revenues by type for the periods
indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Net revenues by type: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net transaction revenues |
$ |
2,355 |
|
|
$ |
2,476 |
|
|
|
|
|
Marketing services and other revenues |
128 |
|
|
162 |
|
|
|
|
|
Total net revenues |
$ |
2,483 |
|
|
$ |
2,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the allocation of net revenues based
on geography for the periods indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
U.S. |
$ |
1,226 |
|
|
$ |
1,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom |
418 |
|
|
503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
273 |
|
|
344 |
|
|
|
|
|
Rest of world |
566 |
|
|
495 |
|
|
|
|
|
Total net revenues |
$ |
2,483 |
|
|
$ |
2,638 |
|
|
|
|
|
Net revenues, inclusive of the effects of foreign exchange during
each period, are attributed to U.S. and international
geographies primarily based upon the country in which the seller,
platform that displays advertising, other service provider or
customer, as the case may be, is located.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 5 — Investments
The following tables summarize the unrealized gains and losses and
estimated fair value of our investments classified as
available-for-sale debt securities and restricted cash as of the
dates indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
Gross
Amortized
Cost |
|
Gross
Unrealized
Gains |
|
Gross
Unrealized
Losses |
|
Estimated
Fair Value |
Short-term investments: |
|
|
|
|
|
|
|
Restricted cash |
$ |
20 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
20 |
|
Corporate debt securities |
2,907 |
|
|
— |
|
|
— |
|
|
2,907 |
|
Government and agency securities |
40 |
|
|
— |
|
|
— |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,967 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,967 |
|
Long-term investments: |
|
|
|
|
|
|
|
Corporate debt securities |
$ |
812 |
|
|
$ |
— |
|
|
$ |
(28) |
|
|
$ |
784 |
|
Government and agency securities |
798 |
|
|
— |
|
|
(28) |
|
|
770 |
|
|
$ |
1,610 |
|
|
$ |
— |
|
|
$ |
(56) |
|
|
$ |
1,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
Gross
Amortized
Cost |
|
Gross
Unrealized
Gains |
|
Gross
Unrealized
Losses |
|
Estimated
Fair Value |
Short-term investments: |
|
|
|
|
|
|
|
Restricted cash |
$ |
22 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
22 |
|
Corporate debt securities |
4,151 |
|
|
1 |
|
|
— |
|
|
4,152 |
|
Government and agency securities |
25 |
|
|
— |
|
|
— |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,198 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
4,199 |
|
Long-term investments: |
|
|
|
|
|
|
|
Corporate debt securities |
$ |
954 |
|
|
$ |
1 |
|
|
$ |
(5) |
|
|
$ |
950 |
|
Government and agency securities |
779 |
|
|
— |
|
|
(2) |
|
|
777 |
|
|
$ |
1,733 |
|
|
$ |
1 |
|
|
$ |
(7) |
|
|
$ |
1,727 |
|
We consider cash to be restricted when withdrawal or general use is
legally restricted. Restricted cash is held primarily in interest
bearing accounts primarily related to our global sabbatical
program. Our fixed-income investments consist of predominantly
investment grade corporate debt securities and government and
agency securities. The corporate debt and government and agency
securities that we invest in are generally deemed to be low risk
based on their credit ratings from the major rating
agencies.
The longer the duration of these securities, the more susceptible
they are to changes in market interest rates and bond yields. As
interest rates increase, those securities purchased at a lower
yield show a mark-to-market unrealized loss. The unrealized losses
are due primarily to changes in credit spreads and interest rates.
We regularly review investment securities for other-than-temporary
impairment using both qualitative and quantitative
criteria.
Investments classified as available-for-sale debt securities are
carried at fair value with changes reflected in other comprehensive
income. Where there is an intention or a requirement to sell an
impaired available-for-sale debt security, the entire impairment is
recognized in earnings with a corresponding adjustment to the
amortized cost basis of the security. We presently do not intend to
sell any of the available-for-sale debt securities in an unrealized
loss position and expect to realize the full value of all these
investments upon maturity or sale.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
We regularly review investment securities for credit impairment
using both qualitative and quantitative criteria. In making this
assessment, we consider the extent to which fair value is less than
amortized cost, any changes to the rating of the security by a
rating agency, any adverse conditions specifically related to the
security, among other factors. If this assessment indicates that a
credit loss exists, the present value of cash flows expected to be
collected from the security are compared to the amortized cost
basis of the security. If the present value of cash flows expected
to be collected is less than the amortized cost basis, a credit
loss exists and an allowance for credit losses will be recorded
through interest and other, net for the credit loss, limited by the
amount that the fair value is less than the amortized cost basis.
Any impairment that has not been recorded through an allowance for
credit losses is recognized in other comprehensive income. We did
not recognize any credit-related impairment through an allowance
for credit losses as of March 31, 2022.
Investment securities in a continuous loss position for less than
12 months had an estimated fair value of $3.8 billion and
unrealized losses of $55 million as of March 31, 2022, and an
estimated fair value of $3.1 billion and an immaterial amount
of unrealized losses as of December 31, 2021. Investment
securities in a continuous loss position for greater than 12 months
had an estimated fair value of $22 million and an immaterial amount
of unrealized losses as of March 31, 2022, and there were no
investment securities in a continuous loss position for greater
than 12 months as of December 31, 2021. Refer to “Note 14 —
Accumulated Other Comprehensive Income” for amounts reclassified to
earnings from unrealized gains and losses.
The following table presents estimated fair values of our
short-term and long-term investments classified as
available-for-sale debt securities and restricted cash by date of
contractual maturity as of the date indicated (in
millions):
|
|
|
|
|
|
|
March 31, 2022 |
One year or less (including restricted cash of $20)
|
$ |
2,967 |
|
One year through two years |
427 |
|
Two years through three years |
663 |
|
Three years through four years |
329 |
|
Four years through five years |
135 |
|
|
|
|
$ |
4,521 |
|
Equity Investments
The following table summarizes our equity investments as of the
dates indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Location |
|
March 31, 2022 |
|
December 31, 2021 |
Equity investments with readily determinable fair
values |
Short-term investments |
|
$ |
804 |
|
|
$ |
1,745 |
|
Equity investment in Adevinta |
Equity investment in Adevinta |
|
3,748 |
|
|
5,391 |
|
Equity investment under the fair value option |
Long-term investments |
|
543 |
|
|
725 |
|
Equity investments under the equity method of
accounting |
Long-term investments |
|
38 |
|
|
38 |
|
Equity investments without readily determinable fair
values |
Long-term investments |
|
78 |
|
|
85 |
|
Total equity investments |
|
|
$ |
5,211 |
|
|
$ |
7,984 |
|
Equity investment in Adevinta
We account for equity investments through which we exercise
significant influence but do not have control over the investee
under the fair value option or under the equity method.
Our
equity investment in Adevinta is accounted for under the fair value
option.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Upon completion of the transfer of our Classifieds business to
Adevinta on June 24, 2021, we received an equity investment
of
44%
in Adevinta valued at
$10.8 billion
at the close of the transfer. On November 18, 2021, we completed
the sale of approximately
135 million
of our voting shares in Adevinta to Permira, inclusive of the
option exercised by Permira to purchase additional voting shares,
for total cash consideration of approximately $2.3 billion
which reduced our ownership in Adevinta to
33%.
Following the close of the share sale in November 2021, our equity
investment in Adevinta is reported in the long-term assets section
on the condensed consolidated balance sheet to reflect our
contractual requirement to retain at least
25%
of the total number of issued and outstanding equity securities of
Adevinta until October 14, 2023, subject to certain exceptions
specified in the agreement.
At the initial recognition of the equity investment, we elected the
fair value option where subsequent changes in fair value are
recognized in earnings. The investment is classified within Level 1
in the fair value hierarchy as the valuation can be obtained from
real time quotes in active markets. The fair value of the equity
investment is measured based on Adevinta’s closing stock price and
prevailing foreign exchange rate at each balance sheet date and the
changes in fair value are reflected in gain (loss) on equity
investments and warrant, net in the condensed consolidated
statement of income. We believe the fair value option election
creates more transparency of the current value in the equity
investment in Adevinta. Our non-voting shares are convertible to
voting shares on a one-to-one basis, subject to a limitation of 33%
voting interest. For the three months ended March 31, 2022, an
unrealized loss of $1,643 million was recorded in gain (loss) on
equity investments and warrant, net on our condensed consolidated
statement of income related to the change in fair value of the
investment. The fair value of the investment was $3,748 million and
$5,391 million
as of
March 31, 2022 and December 31, 2021,
respectively.
Equity investments with readily determinable fair
values
Equity investments with readily determinable fair values are
classified within Level 1 in the fair value hierarchy as the
valuation can be obtained from real time quotes in active markets.
Subsequent changes in fair value are reflected in gain (loss) on
equity investments and warrant, net in the condensed consolidated
statement of income.
In August 2021, one of our equity investments, KakaoBank Corp.
(“KakaoBank”), which previously did not have a readily determinable
fair value, completed its initial public offering which resulted in
this investment having a readily determinable fair value. The fair
value of the equity investment is measured based on KakaoBank’s
closing stock price and prevailing foreign exchange rate at each
balance sheet date. For the three months ended March 31, 2022,
an unrealized loss of $91 million was recorded in gain (loss) on
equity investments and warrant, net on our condensed consolidated
statement of income related to the change in fair value of the
investment. During the three months ended March 31, 2022, we
sold a portion of our shares in KakaoBank for $45 million and
recorded a realized loss on the change in fair value of shares sold
of $8 million in gain (loss) on equity investments and warrant, net
on our condensed consolidated statement of income. There were
$18 million of unsettled shares sold as of March 31, 2022
which were subsequently settled in the second quarter of 2022. The
fair value of the investment was $540 million and
$684 million
as of
March 31, 2022 and December 31, 2021, respectively
and is reported within short-term investments in our condensed
consolidated balance sheet.
We entered into a warrant agreement in conjunction with a
commercial agreement with Adyen that vests in a series of four
tranches, at a specified price per share upon meeting processing
volume milestone targets on a calendar year basis. When a relevant
milestone is reached, the warrant becomes exercisable with respect
to the corresponding tranche of warrant shares up until the warrant
expiration date of January 31, 2025. In the fourth quarter of 2021,
we met the processing volume milestone target to vest the first
tranche of the warrant. Upon vesting of the first tranche, we
exercised the option to purchase shares of Adyen valued at
$1.1 billion in exchange for approximately $110 million
in cash. The fair value of the equity investment is measured based
on Adyen’s closing stock price and prevailing foreign exchange rate
at each balance sheet date. For the three months ended
March 31, 2022, an unrealized loss of $80 million was recorded
in gain (loss) on equity investments and warrant, net on our
condensed consolidated statement of income related to the change in
fair value of the investment. During the three months ended
March 31, 2022, we sold a portion of our shares in Adyen for
$551 million and recorded a realized loss on the change in
fair value of shares sold of $166 million in gain (loss) on equity
investments and warrant, net on our condensed consolidated
statement of income. There were $78 million of unsettled
shares sold as of March 31, 2022 which were subsequently
settled in the second quarter of 2022. As of March 31, 2022
and December 31, 2021, the fair value of the investment was
$264 million and $1,061 million, respectively
and
is
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
reported within short-term investments in our condensed
consolidated balance sheet. Refer to “Note 6 —
Derivative Instruments” for more information about the
warrant.
Subsequent to
March 31, 2022, we sold additional shares in Adyen for
$130 million and recorded a realized loss on the change in
fair value of shares sold of $1 million, and we sold
additional shares in KakaoBank for $79 million and recorded a
realized loss on the change in fair value of shares sold of
$14 million in gain (loss) on equity investments and warrant,
net on our condensed consolidated statement of income.
Equity investment under the fair value option
We account for equity investments through which we exercise
significant influence but do not have control over the investee
under the fair value option or under the equity method. Our equity
investment in Gmarket is accounted for under the fair value
option.
On November 14, 2021, we completed the previously announced sale
of
80.01%
of the outstanding equity interests of eBay Korea to Emart. Upon
completion of the sale, we retained
19.99%
of the outstanding equity interest of the new entity, Gmarket, over
whom we are able to exercise significant influence based on the
terms of the securities purchase agreement, including through our
board representation. Our equity investment in Gmarket was valued
at
$728 million
as of the transaction close date. At the initial recognition of
this equity investment, we elected the fair value option where
subsequent changes in fair value are recognized in gain (loss) on
equity investments and warrant, net in the condensed consolidated
statement of income. We believe the fair value option election
creates more transparency of the current value in the equity
investment in Gmarket. Our retained investment in Gmarket is
subject to a two year right held by Emart to purchase the remaining
interest at the close price of the sale.
For the three months ended March 31, 2022 an unrealized loss
of $182 million was recorded in gain (loss) on equity investments
and warrant, net related to the change in fair value of the
investment.
As of March 31, 2022 and December 31, 2021, the fair value of
the investment was $543 million and $725 million,
respectively and is reported within long-term investments in our
condensed consolidated balance sheet.
The investment is classified as Level 3 in the fair value hierarchy
as the valuation reflects management’s estimate of assumptions that
market participants would use in pricing the equity investment.
Refer to “Note 7 — Fair Value Measurement of Assets and
Liabilities” for more information.
Other equity method investments
We account for equity investments through which we exercise
significant influence but do not have control over the investee
under the fair value option or under the equity method. For equity
investments accounted for under the equity method, our consolidated
results of operations include, as a component of
gain (loss) on equity investments and warrant,
net, our share of the net income or loss of the equity investments
accounted for under the equity method of accounting.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Equity investments without readily determinable fair
values
The following table summarizes the change in total carrying value
related to equity investments without readily determinable fair
values still held for the periods indicated (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Carrying value, beginning of period |
$ |
85 |
|
|
$ |
539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Downward adjustments for observable price changes and
impairment |
(7) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation and other |
— |
|
|
(11) |
|
|
|
|
|
Carrying value, end of period |
$ |
78 |
|
|
$ |
528 |
|
|
|
|
|
For the three months ended March 31, 2022, we recorded a
downward adjustment of $7 million to the carrying value of a
strategic investment in gain (loss) on equity investments and
warrant, net on our condensed consolidated statement of
income.
For such equity investments without readily determinable fair
values still held at March 31, 2022, the cumulative upward
adjustment for observable price changes was $41 million and
cumulative downward adjustment for observable price changes and
impairments was $298 million.
The following table summarizes unrealized gains and losses related
to equity investments held at March 31, 2022 and presented
within gain (loss) on equity investments and warrant, net for the
periods indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Net gains/(losses) recognized during the period on equity
investments |
$ |
(2,177) |
|
|
$ |
— |
|
|
|
|
|
Less: Net gains/(losses) recognized during the period on equity
investments sold during the period |
(174) |
|
|
— |
|
|
|
|
|
Total unrealized gains/(losses) on equity investments held at
March 31, 2022
|
$ |
(2,003) |
|
|
$ |
— |
|
|
|
|
|
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 6 — Derivative Instruments
Our primary objective in holding derivatives is to reduce the
volatility of earnings and cash flows associated with changes in
foreign currency exchange rates and interest rates. These hedging
contracts reduce, but do not entirely eliminate, the impact of
adverse foreign exchange rate and interest rate movements. We do
not use any of our derivative instruments for trading
purposes.
We use foreign currency exchange contracts to reduce the volatility
of cash flows related to forecasted revenues, expenses, assets and
liabilities, including intercompany balances denominated in foreign
currencies. These contracts are generally one month to one year in
duration but with maturities up to 24 months. The objective of the
foreign exchange contracts is to ensure that ultimately the U.S.
dollar-equivalent cash flows are not adversely affected by changes
in the applicable U.S. dollar/foreign currency exchange rate. We
evaluate the effectiveness of our foreign exchange contracts
designated as cash flow or net investment hedges on a quarterly
basis.
In 2020, we began to hedge the variability of forecasted interest
payments on anticipated debt issuance using forward-starting
interest rate swaps. These interest rate swaps effectively fix the
benchmark interest rate and have the economic effect of hedging the
variability of forecasted interest payments for up to 10 years on
an anticipated debt issuance. Similar to other cash flow hedges, we
recorded changes in the fair value of these interest rate swaps in
accumulated other comprehensive income (loss) (“AOCI”) until the
anticipated debt issuance. In May 2021, we issued $2.5 billion
of senior unsecured notes, which consisted of notes maturing in
2026, 2031 and 2051. As a result, we terminated the interest rate
swaps and the gain associated with the termination of approximately
$45 million is amortized to interest expense over the terms of
our notes due in May 2026 and May 2031.
During 2020, we began to hedge the variability of the cash flows in
interest payments associated with our floating-rate debt using
interest rate swaps. These interest rate swap agreements
effectively convert our floating-rate debt that is based on London
Interbank Offered Rate (“LIBOR”) to a fixed-rate basis, reducing
the impact of interest-rate changes on future interest expense. The
total notional amount of these interest rate swaps was
$400 million as of March 31, 2022 with terms calling for
us to receive interest at a variable rate and to pay interest at a
fixed rate. Our interest rate swap contracts have maturity dates in
2023. Similar to other cash flow hedges, we record changes in the
fair value of these interest rate swaps in AOCI and their fair
value is amortized over the term of the debt to interest
expense.
Cash Flow Hedges
For derivative instruments that are designated as cash flow hedges,
the derivative’s gain or loss is initially reported as a component
of AOCI and subsequently reclassified into earnings in the same
period the forecasted hedged transaction affects earnings.
Derivative instruments designated as cash flow hedges must be
de-designated as hedges when it is probable the forecasted hedged
transaction will not occur in the initially identified time period
or within a subsequent two-month time period. Unrealized gains and
losses in AOCI associated with such derivative instruments are
immediately reclassified into earnings.
As of March 31, 2022, we have estimated that approximately $35
million of net derivative gains related to our foreign exchange
cash flow hedges and $10 million net derivative gains related to
our interest rate cash flow hedges included in AOCI will be
reclassified into earnings within the next 12 months. We classify
cash flows related to our cash flow hedges as operating activities
in our condensed consolidated statement of cash flows.
Non-Designated Hedges
Our derivatives not designated as hedging instruments consist of
foreign currency forward contracts that we primarily use to hedge
monetary assets or liabilities, including intercompany balances and
equity investments denominated in non-functional currencies. The
gains and losses on our derivatives not designated as hedging
instruments are recorded in interest and other, net, which are
offset by the foreign currency gains and losses on the related
assets and liabilities that are also recorded in interest and
other, net. We classify cash flows related to our non-designated
hedging instruments in the same line item as the cash flows of the
related assets or liabilities, which is generally within operating
activities in our condensed consolidated statement of cash flows.
Cash flows related to the settlement of non-designated hedging
instruments related to equity investments are classified within
investing activities in our condensed consolidated statement of
cash flows.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Warrant
We entered into a warrant agreement in conjunction with a
commercial agreement with Adyen that, subject to meeting certain
conditions, entitles us to acquire a fixed number of shares up to
5% of Adyen’s fully diluted issued and outstanding share capital at
a specific date. The warrant has a term of seven years and vests in
a series of four tranches, at a specified price per share (fixed
for the first two tranches) upon meeting processing volume
milestone targets on a calendar year basis. When or if a relevant
milestone is reached, the warrant becomes exercisable with respect
to the corresponding tranche of warrant shares up until the warrant
expiration date of January 31, 2025. The maximum number of tranches
that can vest in one calendar year is two.
In 2021, we met the processing volume milestone target to vest the
first tranche of the warrant. Upon vesting of the first tranche, we
exercised the option to purchase shares of Adyen valued at
approximately $1.1 billion in exchange for approximately
$110 million in cash. Our equity investment in Adyen is
accounted for as an equity investment with a readily determinable
fair value. Refer to “Note 5 —
Investments” for more information about our equity
investments.
The warrant is accounted for as a derivative under ASC Topic
815,
Derivatives and Hedging.
We report the warrant at fair value within warrant asset in our
condensed consolidated balance sheets and changes in the fair value
of the warrant are recognized in gain (loss) on equity investments
and warrant, net in our condensed consolidated statement of income.
The day-one value attributable to the other side of the warrant,
which was recorded as a deferred credit, is reported within other
liabilities in our condensed consolidated balance sheets and is
amortized over the life of the commercial arrangement. See “Note 7
— Fair Value Measurements” for information about the fair value
measurement of the warrant.
Fair Value of Derivative Contracts
The following table presents fair values of our outstanding
derivative instruments as of the dates indicated (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Location |
|
March 31,
2022 |
|
December 31,
2021 |
Derivative Assets: |
|
|
|
|
|
Foreign exchange contracts designated as cash flow
hedges |
Other current assets |
|
$ |
82 |
|
|
$ |
63 |
|
|
|
|
|
|
|
Foreign exchange contracts not designated as hedging
instruments |
Other current assets |
|
25 |
|
|
22 |
|
Interest rate contracts designated as cash flow hedges |
Other current assets |
|
4 |
|
|
— |
|
Warrant |
Other assets |
|
329 |
|
|
444 |
|
Foreign exchange contracts designated as cash flow
hedges |
Other assets |
|
25 |
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative assets |
|
|
$ |
465 |
|
|
$ |
553 |
|
|
|
|
|
|
|
Derivative Liabilities: |
|
|
|
|
|
Foreign exchange contracts designated as cash flow
hedges |
Other current liabilities |
|
$ |
6 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts not designated as hedging
instruments |
Other current liabilities |
|
11 |
|
|
17 |
|
|
|
|
|
|
|
Foreign exchange contracts designated as cash flow
hedges |
Other liabilities |
|
1 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative liabilities |
|
|
$ |
18 |
|
|
$ |
17 |
|
|
|
|
|
|
|
Total fair value of derivative instruments |
|
|
$ |
447 |
|
|
$ |
536 |
|
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Under the master netting agreements with the respective
counterparties to our derivative contracts, subject to applicable
requirements, we are allowed to net settle transactions of the same
type with a single net amount payable by one party to the
other. However, we have elected to present the derivative
assets and derivative liabilities on a gross basis on our condensed
consolidated balance sheet. As of March 31, 2022, the
potential effect of rights of set-off associated with the foreign
exchange contracts would be an offset to both assets and
liabilities by $14 million, resulting in net derivative assets of
$118 million and net derivative liabilities of $3 million. As of
March 31, 2022, there was no potential effect of rights of
set-off associated with the interest rate contracts, as there were
only asset positions of $4 million.
Effect of Derivative Contracts on Accumulated Other Comprehensive
Income
The following tables present the activity of derivative instruments
designated as cash flow hedges as of March 31, 2022 and
December 31, 2021, and the impact of these derivative
contracts on AOCI for the periods indicated (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
Amount of Gain (Loss) Recognized in Other
Comprehensive Income |
|
Less: Amount of Gain (Loss) Reclassified From AOCI to
Earnings |
|
March 31, 2022 |
Foreign exchange contracts designated as cash flow
hedges |
$ |
25 |
|
|
$ |
25 |
|
|
$ |
6 |
|
|
$ |
44 |
|
Interest rate contracts designated as cash flow hedges |
30 |
|
|
2 |
|
|
1 |
|
|
31 |
|
Total
|
$ |
55 |
|
|
$ |
27 |
|
|
$ |
7 |
|
|
$ |
75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
Amount of Gain (Loss) Recognized in Other
Comprehensive Income |
|
Less: Amount of Gain (Loss) Reclassified From AOCI to
Earnings |
|
March 31, 2021 |
Foreign exchange contracts designated as cash flow
hedges |
$ |
(95) |
|
|
$ |
3 |
|
|
$ |
(27) |
|
|
$ |
(65) |
|
Interest rate contracts designated as cash flow hedges |
10 |
|
|
43 |
|
|
(1) |
|
|
54 |
|
Total
|
$ |
(85) |
|
|
$ |
46 |
|
|
$ |
(28) |
|
|
$ |
(11) |
|
Effect of Derivative Contracts on Condensed Consolidated Statement
of Income
The following table summarizes the total gain (loss) recognized in
the condensed consolidated statement of income from our foreign
exchange derivative contracts by location for the periods indicated
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Foreign exchange contracts designated as cash flow hedges
recognized in net revenues |
$ |
6 |
|
|
$ |
(28) |
|
|
|
|
|
Foreign exchange contracts designated as cash flow hedges
recognized in cost of net revenues |
— |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts not designated as hedging instruments
recognized in interest and other, net |
15 |
|
|
(6) |
|
|
|
|
|
Total gain (loss) recognized from foreign exchange derivative
contracts in the condensed consolidated statement of
income |
$ |
21 |
|
|
$ |
(33) |
|
|
|
|
|
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
The following table summarizes the total gain (loss) recognized in
the condensed consolidated statement of income from our interest
rate derivative contracts by location for the periods indicated (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) from interest rate contracts designated as cash flow
hedges recognized in interest and other, net |
$ |
1 |
|
|
$ |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the total gain (loss) recognized in
the condensed consolidated statement of income due to changes in
the fair value of the warrant for the periods indicated (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Gain (loss) attributable to changes in the fair value of warrant
recognized in gain (loss) on equity investments and warrant,
net |
$ |
(115) |
|
|
$ |
(36) |
|
|
|
|
|
Notional Amounts of Derivative Contracts
Derivative transactions are measured in terms of the notional
amount, but this amount is not recorded on the balance sheet and is
not, when viewed in isolation, a meaningful measure of the risk
profile of the instruments. The notional amount is generally not
exchanged, but is used only as the basis on which the value of
foreign exchange payments under these contracts are determined. The
following table presents the notional amounts of our outstanding
derivatives as of the dates indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022 |
|
December 31,
2021 |
Foreign exchange contracts designated as cash flow
hedges |
$ |
2,180 |
|
|
$ |
2,066 |
|
|
|
|
|
Foreign exchange contracts not designated as hedging
instruments |
2,229 |
|
|
3,159 |
|
Interest rate contracts designated as cash flow hedges |
400 |
|
|
400 |
|
|
|
|
|
Total |
$ |
4,809 |
|
|
$ |
5,625 |
|
Credit Risk
Our derivatives expose us to credit risk to the extent that the
counterparties may be unable to meet the terms of the arrangement.
We seek to mitigate such risk by limiting our counterparties to,
and by spreading the risk across, major financial institutions. In
addition, the potential risk of loss with any one counterparty
resulting from this type of credit risk is monitored on an ongoing
basis. To further limit credit risk, we also enter into collateral
security arrangements related to certain interest rate derivative
instruments whereby collateral is posted between counterparties if
the fair value of the derivative instrument exceeds certain
thresholds. Additional collateral would be required in the event of
a significant credit downgrade by either party. We are not required
to pledge, nor are we entitled to receive, collateral related to
our foreign exchange derivative transactions.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 7 — Fair Value Measurement of Assets and
Liabilities
The following tables present our financial assets and liabilities
measured at fair value on a recurring basis as of the dates
indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
Quoted Prices in Active Markets for Identical
Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
Assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
1,798 |
|
|
$ |
1,798 |
|
|
$ |
— |
|
|
$ |
— |
|
Short-term investments: |
|
|
|
|
|
|
|
Restricted cash |
20 |
|
|
20 |
|
|
— |
|
|
— |
|
Corporate debt securities |
2,907 |
|
|
— |
|
|
2,907 |
|
|
— |
|
Government and agency securities |
40 |
|
|
— |
|
|
40 |
|
|
— |
|
|
|
|
|
|
|
|
|
Equity investments with readily determinable fair
values |
804 |
|
|
804 |
|
|
— |
|
|
— |
|
Total short-term investments |
3,771 |
|
|
824 |
|
|
2,947 |
|
|
— |
|
Equity investment in Adevinta |
3,748 |
|
|
3,748 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Derivatives |
465 |
|
|
— |
|
|
136 |
|
|
329 |
|
Long-term investments: |
|
|
|
|
|
|
|
Corporate debt securities |
784 |
|
|
— |
|
|
784 |
|
|
— |
|
Government and agency securities |
770 |
|
|
— |
|
|
770 |
|
|
— |
|
Equity investment under the fair value option |
543 |
|
|
— |
|
|
— |
|
|
543 |
|
Total long-term investments |
2,097 |
|
|
— |
|
|
1,554 |
|
|
543 |
|
Total financial assets |
$ |
11,879 |
|
|
$ |
6,370 |
|
|
$ |
4,637 |
|
|
$ |
872 |
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
Derivatives |
$ |
18 |
|
|
$ |
— |
|
|
$ |
18 |
|
|
$ |
— |
|
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
Quoted Prices in Active Markets for Identical
Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3)
|
Assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
1,379 |
|
|
$ |
1,379 |
|
|
$ |
— |
|
|
$ |
— |
|
Short-term investments: |
|
|
|
|
|
|
|
Restricted cash |
22 |
|
|
22 |
|
|
— |
|
|
— |
|
Corporate debt securities |
4,152 |
|
|
— |
|
|
4,152 |
|
|
— |
|
Government and agency securities |
25 |
|
|
— |
|
|
25 |
|
|
— |
|
|
|
|
|
|
|
|
|
Equity investments with readily determinable fair
values |
1,745 |
|
|
1,745 |
|
|
— |
|
|
— |
|
Total short-term investments |
5,944 |
|
|
1,767 |
|
|
4,177 |
|
|
— |
|
Equity investment in Adevinta |
5,391 |
|
|
5,391 |
|
|
— |
|
|
— |
|
Derivatives |
553 |
|
|
— |
|
|
109 |
|
|
444 |
|
Long-term investments: |
|
|
|
|
|
|
|
Corporate debt securities |
950 |
|
|
— |
|
|
950 |
|
|
— |
|
Government and agency securities |
777 |
|
|
— |
|
|
777 |
|
|
— |
|
Equity investment under the fair value option |
725 |
|
|
— |
|
|
— |
|
|
725 |
|
Total long-term investments |
2,452 |
|
|
— |
|
|
1,727 |
|
|
725 |
|
Total financial assets |
$ |
15,719 |
|
|
$ |
8,537 |
|
|
$ |
6,013 |
|
|
$ |
1,169 |
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
Derivatives |
$ |
17 |
|
|
$ |
— |
|
|
$ |
17 |
|
|
$ |
— |
|
Our financial assets and liabilities are valued using market prices
on both active markets (Level 1), less active markets
(Level 2) and little or no market activity (Level 3).
Level 1 instrument valuations are obtained from real-time
quotes for transactions in active exchange markets involving
identical assets. Level 2 instrument valuations are obtained
from readily available pricing sources for comparable instruments,
identical instruments in less active markets, or models using
market observable inputs. Level 3 instrument valuations typically
reflect management’s estimate of assumptions that market
participants would use in pricing the asset or liability. We did
not have any transfers of financial instruments between valuation
levels during the three months ended March 31,
2022.
Other financial instruments, including accounts receivable and
accounts payable, are carried at cost, which approximates their
fair value because of the short-term nature of these
instruments.
Fair value measurement of derivative instruments
The majority of our derivative instruments are valued using pricing
models that take into account the contract terms as well as
multiple inputs where applicable, such as equity prices, interest
rate yield curves, option volatility and currency rates. Our
warrant, which is accounted for as a derivative instrument, is
valued using a Black-Scholes model. Key assumptions used in the
valuation include risk-free interest rates; Adyen’s common stock
price, equity volatility and common stock outstanding; exercise
price; and details specific to the warrant. The value is also
probability adjusted for management’s assumptions with respect to
vesting of the remaining three tranches which are each subject to
meeting processing volume milestone targets.
These assumptions and the probability of meeting processing volume
milestone targets may have a significant impact on the value of the
warrant. Refer to “Note 6 — Derivative Instruments” for further
details on our derivative instruments.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
The following tables present a reconciliation of the opening to
closing balance of assets measured using significant unobservable
inputs (Level 3) as of the dates indicated (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022 |
|
December 31,
2021 |
Opening balance at beginning of period |
$ |
444 |
|
|
$ |
1,051 |
|
Exercise of options under warrant |
— |
|
|
(961) |
|
Change in fair value |
(115) |
|
|
354 |
|
Closing balance at end of period |
$ |
329 |
|
|
$ |
444 |
|
The following table presents quantitative information about Level 3
significant unobservable inputs used in the fair value measurement
of the warrant as of March 31, 2022 (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
Valuation technique |
|
Unobservable Input |
|
Range (weighted average)(1)
|
Warrant |
|
$ |
329 |
|
|
Black-Scholes and Monte Carlo |
|
Probability of vesting |
|
0.0% - 55.0% (50%)
|
|
|
|
|
|
|
Equity volatility |
|
(42%)
|
(1)
Probability of vesting was weighted by the unadjusted value of the
tranches. For volatility, the average represents the arithmetic
average of the points within the range and is not weighted by the
relative fair value or notional amount.
Fair value measurement of equity investments
Certain of our equity investments are measured at fair value on a
recurring basis, including our equity investment in Adevinta,
equity investments with readily determinable fair values and equity
investment under the fair value option.
Our equity investment in Adevinta is accounted for under the fair
value option and classified within Level 1 in the fair value
hierarchy as the fair value is measured based on Adevinta’s closing
stock price and prevailing foreign exchange rate at each balance
sheet date. Our equity investments with readily determinable fair
values are also classified within Level 1 in the fair value
hierarchy as the valuation can be obtained from real time quotes in
active markets.
Our equity investment in Gmarket was initially recognized on
November 14, 2021 in connection with the sale of 80.01% of the
outstanding equity interests of eBay Korea to Emart. This equity
investment is accounted for under the fair value option and its
initial valuation of $728 million was based on the sale price
of eBay Korea.
Our investment in Gmarket is subject to a two year right held by
Emart from the date of disposal to purchase the remaining interest
at or near the close price of the sale.
The following table presents a reconciliation of the opening to
closing balance of the equity investment in Gmarket measured using
significant unobservable inputs (Level 3) as of the dates indicated
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022 |
|
December 31,
2021
(1)
|
Opening balance at beginning of period |
$ |
725 |
|
|
$ |
— |
|
Recognition of equity investment |
— |
|
|
728 |
|
Change in fair value |
(182) |
|
|
(3) |
|
Closing balance at end of period |
$ |
543 |
|
|
$ |
725 |
|
(1)
There were no indicators of a potential material change in fair
value of the investment between the date of recognition and
December 31, 2021. The fair value of the investment was
$725 million as of December 31, 2021 due to foreign currency
adjustments.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
This investment is classified within Level 3 in the fair value
hierarchy as valuation of the investment reflects management’s
estimate of assumptions that market participants would use in
pricing the asset. The following table presents quantitative
information about Level 3 significant unobservable inputs used in
the fair value measurement of the equity investment in Gmarket as
of March 31, 2022 that may have a significant impact on the
overall valuation (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
Valuation technique |
|
Unobservable Input |
|
Range |
Equity investment in Gmarket |
|
$ |
543 |
|
|
Market multiples |
|
Revenue multiple — GPC method
(1)
|
|
1.2x — 2.5x
|
|
|
|
|
|
|
Revenue multiple — GMAC method
(1)
|
|
1.4x — 4.1x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
The primary unobservable inputs used in the fair value measurement
of our equity investment in Gmarket under the fair value option,
when using the Guideline Public Company (GPC) method and the
Guideline Merged and Acquired Company (GMAC) method under the
market multiple approach, are the respective revenue multiples.
Significant increases (decreases) in the revenue multiples in
isolation would result in significantly higher (lower) fair value
measurement. The market multiples are derived from respective
groups of guideline public companies and guideline merged and
acquired companies.
Refer to “Note 5 — Investments” for further details about our
equity investments.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 8 — Debt
The following table summarizes the carrying value of our
outstanding debt as of the dates indicated (in millions, except
percentages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coupon |
|
As of |
|
Effective |
|
As of |
|
Effective |
|
|
Rate |
|
March 31, 2022 |
|
Interest Rate |
|
December 31, 2021 |
|
Interest Rate |
Long-Term Debt |
|
|
|
|
|
|
|
|
|
|
Floating Rate Notes: |
|
|
|
|
|
|
|
|
|
|
Senior notes due 2023 |
|
LIBOR plus 0.87%
|
|
$ |
400 |
|
|
1.100 |
% |
|
$ |
400 |
|
|
1.100 |
% |
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate Notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior notes due 2022 |
|
— |
% |
|
— |
|
|
— |
% |
|
750 |
|
|
3.989 |
% |
Senior notes due 2022 |
|
2.600 |
% |
|
605 |
|
|
2.678 |
% |
|
605 |
|
|
2.678 |
% |
Senior notes due 2023 |
|
2.750 |
% |
|
750 |
|
|
2.866 |
% |
|
750 |
|
|
2.866 |
% |
Senior notes due 2024 |
|
3.450 |
% |
|
750 |
|
|
3.531 |
% |
|
750 |
|
|
3.531 |
% |
Senior notes due 2025 |
|
1.900 |
% |
|
800 |
|
|
1.803 |
% |
|
800 |
|
|
1.803 |
% |
Senior notes due 2026 |
|
1.400 |
% |
|
750 |
|
|
1.252 |
% |
|
750 |
|
|
1.252 |
% |
Senior notes due 2027 |
|
3.600 |
% |
|
850 |
|
|
3.689 |
% |
|
850 |
|
|
3.689 |
% |
Senior notes due 2030 |
|
2.700 |
% |
|
950 |
|
|
2.623 |
% |
|
950 |
|
|
2.623 |
% |
Senior notes due 2031 |
|
2.600 |
% |
|
750 |
|
|
2.186 |
% |
|
750 |
|
|
2.186 |
% |
Senior notes due 2042 |
|
4.000 |
% |
|
750 |
|
|
4.114 |
% |
|
750 |
|
|
4.114 |
% |
Senior notes due 2051 |
|
3.650 |
% |
|
1,000 |
|
|
2.517 |
% |
|
1,000 |
|
|
2.517 |
% |
|
|
|
|
|
|
|
|
|
|
|
Total senior notes |
|
|
|
8,355 |
|
|
|
|
9,105 |
|
|
|
Hedge accounting fair value adjustments
(1)
|
|
|
|
7 |
|
|
|
|
7 |
|
|
|
Unamortized premium/(discount) and debt issuance costs |
|
|
|
(29) |
|
|
|
|
(30) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Current portion of long-term debt |
|
|
|
(1,755) |
|
|
|
|
(1,355) |
|
|
|
Total long-term debt |
|
|
|
6,578 |
|
|
|
|
7,727 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Debt |
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
|
|
1,755 |
|
|
|
|
1,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term debt |
|
|
|
1,755 |
|
|
|
|
1,355 |
|
|
|
Total Debt |
|
|
|
$ |
8,333 |
|
|
|
|
$ |
9,082 |
|
|
|
(1)
Includes the fair value adjustments to debt associated with
terminated interest rate swaps which are being recorded as a
reduction to interest expense over the remaining term of the
related notes.
Senior Notes
On February 9, 2022, the company redeemed the $750 million
aggregate principal amount of the 3.800% senior notes due March
2022. Total cash consideration paid was $750 million, as the
redemption price was equal to 100% of the principal amount. In
addition, we paid accrued and unpaid interest on the principal
amount.
Subsequent to
March 31, 2022, the company redeemed the $605 million
aggregate principal amount of the 2.600% senior notes due 2022.
Total cash consideration paid was $605 million, as the
redemption price was equal to 100% of the principal amount. In
addition, we paid accrued and unpaid interest on the principal
amount.
None of the floating rate notes are redeemable prior to maturity.
We may redeem some or all of the other fixed rate notes of each
series at any time and from time to time prior to their maturity,
generally at a make-whole redemption price, plus accrued and unpaid
interest.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
If a change of control triggering event (as defined in the
applicable senior notes) occurs with respect to the floating rate
notes due 2023, the 2.750% fixed rate notes due 2023, the 1.900%
fixed rate notes due 2025, the 1.400% fixed rate notes due 2026,
the 3.600% fixed rate notes due 2027, the 2.700% fixed rate notes
due 2030, the 2.600% fixed rate notes due 2031 or the 3.650% fixed
rate notes due 2051, we must, subject to certain exceptions, offer
to repurchase all of the notes of the applicable series at a price
equal to 101% of the principal amount, plus accrued and unpaid
interest.
The indenture pursuant to which the senior notes were issued
includes customary covenants that, among other things and subject
to exceptions, limit our ability to incur, assume or guarantee debt
secured by liens on specified assets or enter into sale and
lease-back transactions with respect to specified properties, and
also includes customary events of default with customary grace
periods in certain circumstances, including payment defaults and
bankruptcy-related defaults.
To help achieve our interest rate risk management objectives,
during the second quarter of 2020, we entered into interest rate
swap agreements that effectively converted $400 million of our
LIBOR-based floating-rate debt to a fixed-rate basis. These swaps
were designated as cash flow hedges and have maturity dates in
2023.
The effective interest rates for our senior notes include the
interest payable, the amortization of debt issuance costs and the
amortization of any original issue discount and premium on these
senior notes. Interest on these senior notes is payable either
quarterly or semiannually. Interest expense associated with these
senior notes, including amortization of debt issuance costs, was
approximately $60 million and $66 million during the three months
ended March 31, 2022 and 2021, respectively. As of
March 31, 2022 and December 31, 2021, the estimated fair
value of these senior notes, using Level 2 inputs, was
approximately $8.1 billion and $9.5 billion,
respectively.
Commercial Paper
We have a commercial paper program pursuant to which we may issue
commercial paper notes in an aggregate principal amount at maturity
of up to $1.5 billion outstanding at any time with maturities of up
to 397 days from the date of issue. As of March 31, 2022,
there were no commercial paper notes outstanding.
Credit Agreement
In March 2020, we entered into a credit agreement that provides for
an unsecured $2 billion five-year credit facility. We may
also, subject to the agreement of the applicable lenders, increase
commitments under the revolving credit facility by up to
$1 billion. Funds borrowed under the credit agreement may be
used for working capital, capital expenditures, acquisitions and
other general corporate purposes.
As of March 31, 2022, no borrowings were outstanding under our
$2 billion credit agreement. However, as described above, we have
an up to $1.5 billion commercial paper program and are required to
maintain available borrowing capacity under our credit agreement in
order to repay commercial paper borrowings in the event we are
unable to repay those borrowings from other sources when they
become due, in an aggregate amount of $1.5 billion. As of
March 31, 2022, no borrowings were outstanding under our
commercial paper program; therefore, $2 billion of borrowing
capacity was available for other purposes permitted by the credit
agreement, subject to customary conditions to borrowing. The credit
agreement includes a covenant limiting our consolidated leverage
ratio to no more than 4.0:1.0, subject to, upon the occurrence of a
qualified material acquisition, if so elected by us, a step-up to
4.5:1.0 for the four fiscal quarters completed following such
qualified material acquisition. The credit agreement includes
customary events of default, with corresponding grace periods in
certain circumstances, including payment defaults, cross-defaults
and bankruptcy-related defaults. In addition, the credit agreement
contains customary affirmative and negative covenants, including
restrictions regarding the incurrence of liens and subsidiary
indebtedness, in each case, subject to customary exceptions. The
credit agreement also contains customary representations and
warranties.
We were in compliance with all financial covenants in our
outstanding debt instruments during the three months ended
March 31, 2022.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 9 — Supplemental Consolidated Financial
Information
Contract Balances
Timing of revenue recognition may differ from the timing of
invoicing to customers. Accounts receivable represents amounts
invoiced and revenue recognized prior to invoicing when we have
satisfied our performance obligation and have the unconditional
right to payment. The allowance for doubtful accounts and
authorized credits is estimated based upon our assessment of
various factors including historical experience, the age of the
accounts receivable balances, current economic conditions
reasonable and supportable forecasts,
and other factors that may affect our customers’ ability to pay.
The allowance for doubtful accounts and authorized credits was $60
million and $74 million as of March 31, 2022 and
December 31, 2021, respectively. As of March 31, 2022, we
reported an allowance for doubtful accounts of $32 million
reflecting a decrease of $16 million, net of write-offs of
$26 million for the three months ended March 31, 2022. As
of December 31, 2021, we reported an allowance for doubtful
accounts of $42 million.
Deferred revenue consists of fees received related to unsatisfied
performance obligations at the end of the period. Due to the
generally short-term duration of contracts, the majority of the
performance obligations are satisfied in the following reporting
period. The amount of revenue recognized for the three month period
ended March 31, 2022 that was included in the deferred revenue
balance at the beginning of the period was $37 million. The amount
of revenue recognized for the three month period ended
March 31, 2021 that was included in the deferred revenue
balance at the beginning of the period was $44
million.
Cash, cash equivalents and restricted cash
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022 |
|
December 31,
2021 |
|
(In millions) |
Cash and cash equivalents |
$ |
1,798 |
|
|
$ |
1,379 |
|
Customer accounts |
3 |
|
|
5 |
|
Restricted cash included in short-term investments |
20 |
|
|
22 |
|
Cash, cash equivalents and restricted cash |
$ |
1,821 |
|
|
$ |
1,406 |
|
|
|
|
|
Customer accounts and funds receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022 |
|
December 31,
2021 |
|
(In millions) |
Cash and cash equivalents |
$ |
3 |
|
|
$ |
5 |
|
Funds receivable |
623 |
|
|
676 |
|
Customer accounts and funds receivable |
$ |
626 |
|
|
$ |
681 |
|
Other current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022 |
|
December 31,
2021 |
(In millions) |
Payment processor advances |
$ |
374 |
|
|
$ |
453 |
|
Prepaid expenses |
117 |
|
|
114 |
|
Accounts receivable, net |
87 |
|
|
98 |
|
Other |
576 |
|
|
442 |
|
Other current assets |
$ |
1,154 |
|
|
$ |
1,107 |
|
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Goodwill
The following table presents goodwill activity for the period
indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2021 |
|
Goodwill
Acquired |
|
Adjustments |
|
March 31,
2022 |
Goodwill |
$ |
4,178 |
|
|
$ |
— |
|
|
$ |
(37) |
|
|
$ |
4,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The adjustments to goodwill during the three months ended
March 31, 2022 were primarily due to foreign currency
translation.
Accrued expenses and other current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2022 |
|
December 31,
2021 |
(In millions) |
Compensation and related benefits |
$ |
356 |
|
|
$ |
517 |
|
Sales and use tax and VAT accruals |
348 |
|
|
396 |
|
Advertising accruals |
194 |
|
|
172 |
|
Operating lease liabilities |
146 |
|
|
150 |
|
Transaction loss reserve |
110 |
|
|
116 |
|
Deferred revenue |
38 |
|
|
79 |
|
Other |
659 |
|
|
497 |
|
Accrued expenses and other current liabilities |
$ |
1,851 |
|
|
$ |
1,927 |
|
Gain (loss) on equity investments and warrant, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
|
(In millions) |
|
|
|
|
Change in fair value of equity investment in Adevinta |
$ |
(1,643) |
|
|
$ |
— |
|
|
|
|
|
Change in fair value of equity investment in Gmarket
|
(182) |
|
|
— |
|
|
|
|
|
Realized change in fair value of shares sold in Adyen |
(166) |
|
|
— |
|
|
|
|
|
Unrealized change in fair value of equity investment in
Adyen |
(80) |
|
|
— |
|
|
|
|
|
Unrealized change in fair value of equity investment in
KakaoBank |
(91) |
|
|
— |
|
|
|
|
|
Realized change in fair value of shares sold in
KakaoBank |
(8) |
|
|
— |
|
|
|
|
|
Change in fair value of warrant |
(115) |
|
|
(36) |
|
|
|
|
|
Gain (loss) on other investments |
(6) |
|
|
— |
|
|
|
|
|
Total gain (loss) on equity investments and warrant,
net |
$ |
(2,291) |
|
|
$ |
(36) |
|
|
|
|
|
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 10 — Commitments and Contingencies
Off-Balance Sheet Arrangements
As of March 31, 2022, we had no off-balance sheet arrangements
that have, or are reasonably likely to have, a current or future
material effect on our consolidated financial condition, results of
operations, liquidity, capital expenditures or capital
resources.
We have a cash pooling arrangement with a financial institution for
cash management purposes. This arrangement allows for cash
withdrawals from the financial institution based upon our aggregate
operating cash balances held within the same financial institution
(“Aggregate Cash Deposits”). This arrangement also allows us to
withdraw amounts exceeding the Aggregate Cash Deposits up to an
agreed-upon limit. The net balance of the withdrawals and the
Aggregate Cash Deposits are used by the financial institution as a
basis for calculating our net interest expense or income under the
arrangement. As of March 31, 2022, we had a total of $1.5
billion in aggregate cash deposits, partially offset by $1.3
billion in cash withdrawals, held within the financial institution
under the cash pooling arrangement.
Litigation and Other Legal Matters
Overview
We are involved in legal and regulatory proceedings on an ongoing
basis. Many of these proceedings are in early stages and may seek
an indeterminate amount of damages. If we believe that a loss
arising from such matters is probable and can be reasonably
estimated, we accrue the estimated liability in our financial
statements. If only a range of estimated losses can be determined,
we accrue an amount within the range that, in our judgment,
reflects the most likely outcome; if none of the estimates within
that range is a better estimate than any other amount, we accrue
the low end of the range. For those proceedings in which an
unfavorable outcome is reasonably possible but not probable, we
have disclosed an estimate of the reasonably possible loss or range
of losses or we have concluded that an estimate of the reasonably
possible loss or range of losses arising directly from the
proceeding (i.e., monetary damages or amounts paid in judgment or
settlement) is not material. If we cannot estimate the probable or
reasonably possible loss or range of losses arising from a
proceeding, we have disclosed that fact. In assessing the
materiality of a proceeding, we evaluate, among other factors, the
amount of monetary damages claimed, as well as the potential impact
of non-monetary remedies sought by plaintiffs (e.g., injunctive
relief) that may require us to change our business practices in a
manner that could have a material adverse impact on our business.
With respect to the matters disclosed in this Overview, we are
unable to estimate the possible loss or range of losses that could
potentially result from the application of such non-monetary
remedies.
Amounts accrued for legal and regulatory proceedings for which we
believe a loss is probable were not material for the three months
ended March 31, 2022. We have concluded, based on currently
available information, that reasonably possible losses arising
directly from the proceedings (i.e., monetary damages or amounts
paid in judgment or settlement) in excess of our recorded accruals
are also not material. However, legal and regulatory proceedings
are inherently unpredictable and subject to significant
uncertainties. If one or more matters were resolved against us in a
reporting period for amounts in excess of management’s
expectations, the impact on our operating results or financial
condition for that reporting period could be material. Legal fees
are expensed as incurred.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
General Matters
Third parties have from time to time claimed, and others may claim
in the future, that we have infringed their intellectual property
rights. We are subject to patent disputes, and expect that we could
be subject to additional patent infringement claims involving
various aspects of our business as our products and services
continue to expand in scope and complexity. Such claims may be
brought directly or indirectly against us and/or against our
customers (who may be entitled to contractual indemnification under
their contracts with us), and we are subject to increased exposure
to such claims as a result of our acquisitions and divestitures and
in cases where we are entering new lines of business. We have in
the past been forced to litigate such claims. We may also become
more vulnerable to third-party claims as laws such as the Digital
Millennium Copyright Act, the Lanham Act and the Communications
Decency Act are interpreted by the courts, and as we expand the
scope of our business (both in terms of the range of products and
services that we offer and our geographical operations) and become
subject to laws in jurisdictions where the underlying laws with
respect to the potential liability of online intermediaries like
ourselves are either unclear or less favorable. We believe that
additional lawsuits alleging that we have violated patent,
copyright or trademark laws will be filed against us. Intellectual
property claims, whether meritorious or not, are time consuming and
costly to defend and resolve, could require expensive changes in
our methods of doing business or could require us to enter into
costly royalty or licensing agreements on unfavorable
terms.
From time to time, we are involved in other disputes or regulatory
inquiries that arise in the ordinary course of business, including
suits by our users (individually or as class actions) alleging,
among other things, improper disclosure of our prices, rules or
policies, that our practices, prices, rules, policies or
customer/user agreements violate applicable law or that we have
acted unfairly and/or not acted in conformity with such practices,
prices, rules, policies or agreements. Further, the number and
significance of these disputes and inquiries are increasing as the
political and regulatory landscape changes and, as we have grown
larger, our businesses have expanded in scope (both in terms of the
range of products and services that we offer and our geographical
operations) and our products and services have increased in
complexity. Any claims or regulatory actions against us, whether
meritorious or not, could be time consuming, result in costly
litigation, damage awards (including statutory damages for certain
causes of action in certain jurisdictions), injunctive relief or
increased costs of doing business through adverse judgment or
settlement, require us to change our business practices in
expensive ways, require significant amounts of management time,
result in the diversion of significant operational resources or
otherwise harm our business.
From time to time, the Company receives subpoenas or requests for
information from various government agencies, typically for
potential misconduct by sellers on the Company’s Marketplace
platforms. More recently, the Company has received subpoenas or
requests for information from government agencies related to
potential liability of the Company for products sold by sellers on
the Marketplace platforms. The Company generally responds to
government subpoenas and requests in the ordinary course of
business and in a cooperative, thorough and timely manner. These
responses sometimes require time and effort and can result in
considerable costs being incurred by the Company.
In this regard, the Company has responded to inquiries from the
U.S. Department of Justice regarding products sold on the
Marketplace platforms alleged to violate certain laws and
regulations, including regulations of the Environmental Protection
Agency and, separately, regulations of the Drug Enforcement Agency.
If the Company is found to be liable for such activities on the
Marketplace, it could be subject to monetary damages, changes in
our business practices, or other remedies that could have a
material adverse impact on our business. At this time, we are
unable to estimate the possible loss because the matters are still
under investigation and involve novel legal questions relevant to
the Company’s potential liability. Given the uncertainties
involved, the ultimate resolution of these matters may be material
to our operating results for a particular period, depending on,
among other factors, the size of the loss or liability imposed and
the level of our net income or loss for that period.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Indemnification Provisions
We entered into a separation and distribution agreement and various
other agreements with PayPal to govern the separation and
relationship of the two companies. These agreements provide for
specific indemnity and liability obligations and could lead to
disputes between us and PayPal, which may be significant. In
addition, the indemnity rights we have against PayPal under the
agreements may not be sufficient to protect us and our indemnity
obligations to PayPal may be significant.
In addition, we have entered into indemnification agreements with
each of our directors, executive officers and certain other
officers. These agreements require us to indemnify such
individuals, to the fullest extent permitted by Delaware law, for
certain liabilities to which they may become subject as a result of
their affiliation with us.
In the ordinary course of business, we have included limited
indemnification provisions in certain of our agreements with
parties with which we have commercial relations, including our
standard marketing, promotions and application programming
interface license agreements. Under these contracts, we generally
indemnify, hold harmless and agree to reimburse the indemnified
party for losses suffered or incurred by the indemnified party in
connection with claims by a third party with respect to our domain
names, trademarks, logos and other branding elements to the extent
that such marks are applicable to our performance under the subject
agreement. In certain cases, we have agreed to provide
indemnification for intellectual property infringement. It is not
possible to determine the maximum potential loss under these
indemnification provisions due to our limited history of prior
indemnification claims and the unique facts and circumstances
involved in each particular provision. To date, losses recorded in
our condensed consolidated statement of income in connection with
our indemnification provisions have not been significant, either
individually or collectively.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 11 — Stockholders’ Equity
Stock Repurchase Program
Our stock repurchase programs are intended to programmatically
offset the impact of dilution from our equity compensation programs
and, subject to market conditions and other factors, to make
opportunistic and programmatic repurchases of our common stock to
reduce our outstanding share count. Any share repurchases
under our stock repurchase programs may be made through open market
transactions, block trades, privately negotiated transactions
(including accelerated share repurchase transactions) or other
means at times and in such amounts as management deems appropriate
and will be funded from our working capital or other financing
alternatives. Our stock repurchase programs may be limited or
terminated at any time without prior notice. The timing and actual
number of shares repurchased will depend on a variety of factors,
including corporate and regulatory requirements, price and other
market conditions and management’s determination as to the
appropriate use of our cash.
In
August 2021 our Board authorized an additional
$3.0 billion
stock repurchase program and in February 2022 our Board authorized
an additional $4.0 billion stock repurchase
program.
These stock repurchase programs have no expiration from the date of
authorization.
On October 29, 2021, we entered into accelerated share repurchase
agreements (the “2021 ASR Agreements”) with two financial
institutions (each a “2021 ASR Counterparty”), as part of our share
repurchase program. Under the 2021 ASR Agreements, we paid an
aggregate amount of $2.5 billion to the 2021 ASR
Counterparties and received an initial delivery of approximately
29.3 million shares of our common stock, which were recorded
as a $2,125 million increase to treasury stock. In December
2021, the 2021 ASR Agreement with one of the 2021 ASR
Counterparties settled and resulted in a delivery of approximately
3.4 million additional shares of our common stock, which were
recorded as a $188 million increase to treasury stock. The
remaining $188 million was evaluated as an unsettled forward
contract indexed to our own stock, classified within stockholders’
equity as of December 31, 2021.
In January 2022, the 2021 ASR Agreement with the remaining 2021 ASR
Counterparty settled and resulted in a delivery of approximately
3.3 million additional shares of our common stock. The related
forward contract was settled and recorded as a $188 million
increase to treasury stock during the three months ended March 31,
2022. In total under the 2021 ASR Agreements, approximately
36.0 million shares were repurchased at an average price per
share of $69.43.
The following table summarizes stock repurchase activity under our
stock repurchase programs for the period indicated (in millions,
except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
Repurchased
(1)
|
|
Average Price
per Share
(2)
|
|
Value of Shares
Repurchased
(2)
|
|
Remaining Amount Authorized |
Balance as of January 1, 2022 |
|
|
|
|
|
|
$ |
1,991 |
|
Authorization of additional plan in February 2022 |
|
|
|
|
|
|
4,000 |
|
|
|
|
|
|
|
|
|
Repurchase of shares of common stock |
22 |
|
|
$ |
57.34 |
|
|
$ |
1,250 |
|
|
(1,250) |
|
Accelerated share repurchases
(3)
|
3 |
|
|
|
|
$ |
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2022 |
|
|
|
|
|
|
$ |
4,741 |
|
(1)
These repurchased shares of common stock were recorded as treasury
stock and were accounted for under the cost method. None of the
repurchased shares of common stock have been retired.
(2)
Excludes broker commissions.
(3)
As indicated above, in January 2022, the 2021 ASR Agreement with
the remaining ASR Counterparty settled and resulted in delivery of
approximately 3.3 million additional shares.
For
the three months ended March 31, 2022, share
repurchases of $1.25 billion included $181 million of
unsettled shares as of
March 31, 2022,
which were subsequently settled in the second quarter of
2022.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Dividends
The Company paid a total of $129 million and $122 million in cash
dividends during the three months ended March 31, 2022 and
2021, respectively. In May 2022, our Board of Directors declared a
cash dividend of $0.22 per share of common stock to be paid on June
17, 2022 to stockholders of record as of June 1, 2022.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 12 — Employee Benefit Plans
Restricted Stock Unit Activity
The following table presents restricted stock unit (“RSU”) activity
under our equity incentive plans for the period indicated (in
millions):
|
|
|
|
|
|
|
Units |
Outstanding as of January 1, 2022 |
20 |
|
Awarded |
1 |
|
Vested |
(3) |
|
Forfeited |
(1) |
|
Outstanding as of March 31, 2022 |
17 |
|
The weighted average grant date fair value for RSUs awarded during
the three months ended March 31, 2022 was $57.82 per
share.
Stock-Based Compensation Expense
The following table presents the impact on our results of
continuing operations of recording stock-based compensation expense
for the periods indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Cost of net revenues |
$ |
12 |
|
|
$ |
10 |
|
|
|
|
|
Sales and marketing |
20 |
|
|
20 |
|
|
|
|
|
Product development |
45 |
|
|
42 |
|
|
|
|
|
General and administrative |
34 |
|
|
31 |
|
|
|
|
|
Total stock-based compensation expense |
$ |
111 |
|
|
$ |
103 |
|
|
|
|
|
Capitalized in product development |
$ |
4 |
|
|
$ |
3 |
|
|
|
|
|
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 13 — Income Taxes
We are subject to both direct and indirect taxation in the U.S. and
various states and foreign jurisdictions. We are under examination
by certain tax authorities for the 2010 to 2020 tax years. We
believe that adequate amounts have been reserved for any
adjustments that may ultimately result from these or other
examinations. The material jurisdictions where we are subject to
potential examination by tax authorities for tax years after 2009
include, among others, the U.S. (Federal and California), Germany,
Israel, Singapore, Switzerland and the United Kingdom.
Although the timing of the resolution and/or closure of audits is
highly uncertain, it is reasonably possible that the balance of
gross unrecognized tax benefits could significantly change in the
next 12 months. However, given the number of years remaining
subject to examination and the number of matters being examined, we
are unable to estimate the full range of possible adjustments to
the balance of gross unrecognized tax benefits.
We have recognized the tax consequences of all foreign unremitted
earnings and management has no specific plans to indefinitely
reinvest the unremitted earnings of our foreign subsidiaries as of
the balance sheet date. We have not provided for deferred taxes on
outside basis differences in our investments in our foreign
subsidiaries that are unrelated to unremitted earnings. These basis
differences will be indefinitely reinvested. A determination of the
unrecognized deferred taxes related to these other components of
our outside basis difference is not practicable.
eBay Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS—(Continued)
Note 14 — Accumulated Other Comprehensive Income
The following tables summarize the changes in AOCI for the periods
indicated (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Gains (Losses) on Derivative Instruments |
|
Unrealized
Gains (Losses) on
Investments |
|
Foreign
Currency
Translation |
|
Estimated Tax (Expense) Benefit |
|
Total |
Balance as of December 31, 2021 |
$ |
65 |
|
|
$ |
(7) |
|
|
$ |
328 |
|
|
$ |
12 |
|
|
$ |
398 |
|
Other comprehensive income (loss) before
reclassifications |
27 |
|
|
(51) |
|
|
(34) |
|
|
8 |
|
|
(50) |
|
Less: Amount of gain (loss) reclassified from AOCI |
7 |
|
|
— |
|
|
— |
|
|
(1) |
|
|
6 |
|
Net current period other comprehensive income (loss) |
20 |
|
|
(51) |
|
|
(34) |
|
|
9 |
|
|
(56) |
|
Balance as of March 31, 2022 |
$ |
85 |
|
|
$ |
(58) |
|
|
$ |
294 |
|
|
$ |
21 |
|
|
$ |
342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Gains (Losses) on Derivative Instruments |
|
Unrealized
Gains (Losses) on
Investments |
|
Foreign
Currency
Translation |
|
Estimated Tax (Expense) Benefit |
|
Total |
Balance as of December 31, 2020 |
$ |
(85) |
|
|
$ |
5 |
|
|
$ |
654 |
|
|
$ |
42 |
|
|
$ |
616 |
|
Other comprehensive income (loss) before
reclassifications |
46 |
|
|
(3) |
|
|
(117) |
|
|
(11) |
|
|
(85) |
|
Less: Amount of gain (loss) reclassified from AOCI |
(28) |
|
|
— |
|
|
— |
|
|
6 |
|
|
(22) |
|
Net current period other comprehensive income (loss) |
74 |
|
|
(3) |
|
|
(117) |
|
|
(17) |
|
|
(63) |
|
Balance as of March 31, 2021 |
$ |
(11) |
|
|
$ |
2 |
|
|
$ |
537 |
|
|
$ |
25 |
|
|
|