EBAY INC.

EBAY
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EBAY INC : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

08/04/2022 | 04:24pm

FORWARD-LOOKING STATEMENTS




This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including statements that involve expectations,
plans or intentions (such as those relating to future business, future results
of operations or financial condition, including with respect to the effects of
COVID-19, impacts from the ongoing war in Ukraine, new or planned features or
services, or management strategies, including our portfolio review). You can
generally identify these forward-looking statements by words such as "may,"
"will," "would," "should," "could," "expect," "anticipate," "believe,"
"estimate," "intend," "plan" and other similar expressions. These
forward-looking statements involve risks and uncertainties that could cause our
actual results to differ materially from those expressed or implied in our
forward-looking statements. Such risks and uncertainties include, among others,
those discussed in "Part I - Item 1A: Risk Factors" of the Company's Annual
Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K"),
as well as in our unaudited condensed consolidated financial statements, related
notes, and the other information appearing elsewhere in this report and our
other filings with the Securities and Exchange Commission ("SEC"). We do not
intend, and undertake no obligation, to update any of our forward-looking
statements after the date of this report to reflect actual results or future
events or circumstances. Given these risks and uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements. You
should read the following Management's Discussion and Analysis of Financial
Condition and Results of Operations in conjunction with the unaudited condensed
consolidated financial statements and the related notes included in this report.

When we refer to "we," "our," "us" 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.

OVERVIEW

Business

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. Our technologies and services are
designed to provide 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. In 2022, we are focused on our strategic
playbook - to understand the customer and their needs; build experiences they
will love, at scale; and tell our story in new and different ways.

In 2020 and extending into 2021, there were changes in consumer behavior that
resulted in more online shopping driven by the outbreak of a coronavirus and its
variants ("COVID-19"). Our Marketplace platforms experienced elevated traffic,
acquisition of small sellers and buyer acquisition due to the impacts of
measures taken globally to contain the spread of COVID-19, which were
unprecedented and are not expected to recur. In addition to the impact of
COVID-19, we also experienced softness in most markets during the first half of
2022 resulting from geopolitical and macroeconomic events which are uncertain in
duration. Through the remainder of 2022, we expect lower traffic in most markets
to continue as a result of geopolitical and macroeconomic events in addition to
the year-over-year impacts of COVID-19.

On June 24, 2021 we completed the transfer of our Classifieds business to
Adevinta ASA ("Adevinta"), and on November 14, 2021 we completed 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"). The results of our eBay Korea and Classifieds
businesses have been presented as discontinued operations in our condensed
consolidated statement of income for all periods presented through the
respective transaction close dates as the transactions represented a strategic
shift in our business that had a major effect on our operations and financial
results.


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See "Note 3 - Discontinued Operations" in our condensed consolidated financial
statements included elsewhere in this report for additional information.


Presentation




In addition to the corresponding measures under generally accepted accounting
principles ("GAAP"), management uses non-GAAP measures in reviewing our
financial results. The foreign exchange neutral ("FX-Neutral"), or constant
currency, net revenue amounts discussed below are non-GAAP financial measures
and are not in accordance with, or an alternative to, measures prepared in
accordance with GAAP. Accordingly, the FX-Neutral information appearing in the
following discussion of our results of operations should be read in conjunction
with the information provided below in "Non-GAAP Measures of Financial
Performance," which includes reconciliations of FX-Neutral financial measures to
the most directly comparable GAAP measures. We calculate the year-over-year
impact of foreign currency movements using prior period foreign currency rates
applied to current year transactional currency amounts.


Quarter Highlights




Net revenues decreased 9% to $2,422 million primarily due to a decline in
traffic resulting from the normalization of consumer behavior during the three
months ended June 30, 2022 compared to the elevated traffic from the impact of
COVID-19 during the same period in 2021. Net revenues were also impacted by
softness in most markets resulting from geopolitical and macroeconomic events
during the three months ended June 30, 2022 compared to the same period in 2021,
which are uncertain in duration. These decreases were partially offset by an
increase in net revenues due to the completion of the managed payments migration
on a global basis by the end of 2021 and the associated higher take rate.
FX-Neutral net revenues (as defined above) decreased 6% during the three months
ended June 30, 2022 compared to the same period in 2021. Operating margin
decreased to 21.7% for the three months ended June 30, 2022 compared to 27.4%
for the same period in 2021.


We generated cash flow from continuing operating activities of $577 million
during the three months ended June 30, 2022 compared to $1.0 billion in the same
period in 2021.




During the three months ended June 30, 2022 we received cash proceeds of
$467 million in the aggregate from the sales of shares in Adyen and KakaoBank.
We recorded realized losses on the change in fair value of shares sold of $68
million
in the aggregate in gain (loss) on equity investments and warrant, net
on our condensed consolidated statement of income for the three months
ended June 30, 2022.


During the three months ended June 30, 2022, we repaid debt of $605 million
consisting of the 2.600% senior notes due 2022. We also repurchased $1.5 billion
of common stock and paid $121 million in cash dividends.



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RESULTS OF OPERATIONS

We have one reportable segment to reflect the way management and our chief
operating decision maker ("CODM") review and assess performance of the business.
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. The accounting policies of our segment are the same as those described in
"Note 1 - The Company and Summary of Significant Accounting Policies" in our
condensed consolidated financial statements included elsewhere in this report.

Net Revenues

Seasonality

We expect transaction activity patterns on our platforms to mirror general
consumer buying patterns and expect that these trends will continue. As we
introduce new products and platforms, such as managed payments which was
completed by the end of 2021, we expect net revenues to fluctuate. In addition,
macroeconomic conditions including the impact of COVID-19, the war in Ukraine
and global economic uncertainty also contributed to fluctuations in revenues and
margins. The following table presents our total net revenues and the sequential
quarterly movements of these net revenues for the periods indicated (in
millions, except percentages):

Quarter Ended
March 31 June 30 September 30 December 31

2020
Net revenues $ 1,821 $ 2,337 $ 2,258 $ 2,478
% change from prior quarter (4) % 28 % (3) % 10 %
2021
Net revenues $ 2,638 $ 2,668 $ 2,501 $ 2,613
% change from prior quarter 6 % 1 % (6) % 4 %
2022
Net revenues $ 2,483 $ 2,422 $ - $ -
% change from prior quarter (5) % (2) %



Net Revenues by Geography

Revenues 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. The following
table presents net revenues by geography for the periods indicated (in millions,
except percentages):

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 % Change 2022 2021 % Change
U.S. $ 1,199 $ 1,304 (8) % $ 2,425 $ 2,600 (7) %
Percentage of net revenues 49 % 49 %


49 % 49 %




International 1,223 1,364 (10) % 2,480 2,706 (8) %
Percentage of net revenues 51 % 51 % 51 % 51 %

Total net revenues $ 2,422 $ 2,668 (9) % $ 4,905 $ 5,306 (8) %



Our commerce platforms operate globally, resulting in certain revenues that are
denominated in foreign currencies, primarily the British pound and euro. In
addition, as shown in the table above, we generate approximately half of our net
revenues internationally. Because of these factors, we are subject to the risks
related to doing business in foreign countries as discussed in "Part I - Item
1A: Risk Factors" of the 2021 Form 10-K.


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Net revenues included $9 million and $15 million of hedging gains during the
three and six months ended June 30, 2022, respectively, as compared to
$18 million and $46 million of hedging losses during the same periods in 2021.
The hedging activity in net revenues specifically relates to hedges of net
transaction revenues. Foreign currency movements relative to the U.S. dollar had
an unfavorable impact of $95 million and $153 million on net revenues during the
three and six months ended June 30, 2022, respectively, compared to a favorable
impact of $95 million and $149 million on net revenues during the same periods
in 2021.

The effect of foreign currency exchange rate movements during the three and six
months ended June 30, 2022 compared to the same periods in 2021 was primarily
attributable to the strengthening of the U.S. dollar against the British pound
and euro.

Net Revenues by Type



We generate two types of net revenues:




Net transaction revenues primarily include final value fees, feature fees,
including fees to promote listings and listing fees from sellers on our
platforms. Our net transaction revenues also include store subscription and
other fees, often from large enterprise sellers. Our net transaction revenues
are reduced by incentives, including discounts, coupons and rewards, provided to
our customers.


Marketing services and other ("MS&O") revenues consist of revenues principally
from the sale of revenue sharing arrangements and advertisements.



The following table presents net revenues by type for the periods indicated (in
millions, except percentages):




Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 % Change 2022 2021 % Change
Net transaction revenues $ 2,297 $ 2,496 (8) % $ 4,652 $ 4,972 (6) %

MS&O revenues 125 172 (27) % 253 334 (24) %

Total net revenues $ 2,422 $ 2,668 (9) % $ 4,905 $ 5,306 (8) %



Net Transaction Revenues

Key Operating Metrics



Gross Merchandise Volume ("GMV") and take rate are significant factors that we
believe affect our net transaction revenues.




GMV consists of the total value of all paid transactions between users on our
platforms during the applicable period inclusive of shipping fees and taxes.
Despite GMV's divergence from revenue, we still believe that GMV provides a
useful measure of the overall volume of paid transactions that flow through our
platforms in a given period.

Take rate is defined as net transaction revenues divided by GMV and represents
net transaction revenue as a percentage of overall volume on our platforms. We
believe that take rate provides a useful measure of our ability to monetize
volume through marketplace services on our platforms in a given period. We use
take rate to identify key revenue drivers on our marketplace.


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Net Transaction Revenues

Three Months Ended Six Months Ended
June 30, % Change June 30, Change
2022 2021 As Reported FX-Neutral 2022 2021 As Reported FX-Neutral
(In millions, except percentages)
Net transaction revenues (1) $ 2,297 $ 2,496 (8) % (5) % $ 4,652 $ 4,972 (6) % (4) %

Supplemental data:
GMV (2) $ 18,549 $ 22,587 (18) % (14) % $ 37,958 $ 46,714 (19) % (16) %
Take rate 12.38 % 11.05 % 1.33 % 12.25 % 10.64 % 1.61 %


(1) Net transaction revenues were net of $9 million and $15 million of hedging
gains during the three and six months ended June 30, 2022, respectively, as
compared to $18 million and $46 million of hedging losses during the same
periods in 2021.
(2) GMV for the three and six months ended June 30, 2021 has been
retrospectively recast to reflect the new definition of GMV announced in
December 2021.


Net transaction revenues decreased $199 million and GMV decreased across major
categories primarily due to a decline in traffic resulting from the
normalization of consumer behavior during the three months ended June 30, 2022
compared to the elevated traffic experienced on our Marketplace platforms from
the impact of COVID-19 during the same period in 2021. Net transaction revenues
were also impacted by softness in most markets resulting from geopolitical and
macroeconomic events during the three months ended June 30, 2022 compared to the
same period in 2021, which are uncertain in duration. The decrease in net
transaction revenues was partially offset by the migration to managed payments
on a global basis and the associated higher take rate during the three months
ended June 30, 2022 compared to the same period in 2021. The migration to
managed payments was completed in all markets by the end of 2021, delivering
buyers and sellers a simplified end-to-end payments experience.


Net transaction revenues decreased $320 million and GMV decreased across major
categories primarily due to a decline in traffic resulting from the
normalization of consumer behavior during the six months ended June 30, 2022
compared to the elevated traffic experienced on our Marketplace platforms from
the impact of COVID-19 during the same period in 2021. Net transaction revenues
were also impacted by softness in most markets resulting from geopolitical and
macroeconomic events during the six months ended June 30, 2022 compared to the
same period in 2021, which are uncertain in duration. The decrease in net
transaction revenues was partially offset by the migration to managed payments
on a global basis and the associated higher take rate during the six months
ended June 30, 2022 compared to the same period in 2021.

Transaction take rate was higher during the three and six months ended June 30,
2022
compared to the same periods in 2021 as a result of revenue initiatives
such as global payments. In the second half of 2022, we currently expect the
transaction take rate increase to taper compared to the same period in 2021 as
the managed payments migration was completed by the end of 2021.

Net transaction revenues decreased at a lower rate than GMV during the three and
six months ended June 30, 2022 compared to the same periods in 2021 primarily
due to the benefit of a higher take rate during the same periods, as discussed
above. We expect that the divergence between net transaction revenues and GMV to
continue through the remainder of 2022 and beyond, to a lesser extent. Despite
GMV's divergence from net transaction revenues, we still believe the metric
provides a useful measure of overall volume of paid transactions that flow
through the platform in a given period.


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Marketing Services and Other Revenues


The following table presents MS&O revenues for the periods indicated (in
millions, except percentages):




Three Months Ended Six Months Ended
June 30, % Change June 30, % Change
2022 2021 As Reported FX-Neutral 2022 2021 As Reported FX-Neutral
(In millions, except percentages)
MS&O revenues $ 125 $ 172 (27) % (25) % $ 253 $ 334 (24) % (22) %




MS&O revenues decreased during the three and six months ended June 30, 2022
compared to the same periods in 2021 primarily due to a decrease in revenues
from revenue sharing arrangements for shipping agreements and advertising
revenues.



Cost of Net Revenues




Cost of net revenues represents costs associated with customer support, site
operations and payment processing. Significant components of these costs
primarily consist of employee compensation including stock-based compensation,
contractor costs, facilities costs, depreciation of equipment and amortization
expense, bank transaction fees, credit card interchange and assessment fees,
authentication costs and digital services tax. The following table presents cost
of net revenues for the periods indicated (in millions, except percentages):

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 % Change 2022 2021 % Change
Cost of net revenues $ 663 $ 672 (1) % $ 1,352 $ 1,278 6 %
Percentage of net revenues 27.4 % 25.2 % 27.6 % 24.1 %




Cost of net revenues, net of immaterial hedging activities, was favorably
impacted by $20 million and $35 million attributable to foreign currency
movements relative to the U.S. dollar during the three and six months ended
June 30, 2022, respectively, compared to the same periods in 2021.




The decrease in cost of net revenues during the three months ended June 30, 2022
compared to the same period in 2021 was primarily due to the favorable foreign
currency movements described above, partially offset by higher payment
processing costs incurred for managed payments. The migration to managed
payments was completed in all markets by the end of 2021.


The increase in cost of net revenues during the six months ended June 30, 2022
compared to the same period in 2021 was primarily due to higher payment
processing costs incurred for managed payments, partially offset by the
favorable impact of foreign currency movements described above.



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Operating Expenses


The following table presents operating expenses for the periods indicated (in
millions, except percentages):




Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 % Change 2022 2021 % Change
Sales and marketing $ 566 $ 559 1 % $ 1,044 $ 1,105 (6) %
Percentage of net revenues 23 % 21 % 21 % 21 %
Product development 344 350 (2) % 645 654 (1) %
Percentage of net revenues 14 % 13 % 13 % 12 %
General and administrative 237 250 (5) % 463 496 (7) %
Percentage of net revenues 10 % 9 % 9 % 9 %
Provision for transaction losses 86 103 (17) % 182 191 (5) %
Percentage of net revenues 4 % 4 % 4 % 4 %
Amortization of acquired intangible
assets 1 2 (50) % 2 9 (78) %
Total operating expenses $ 1,234 $ 1,264 (2) % $ 2,336 $ 2,455 (5) %



Foreign currency movements relative to the U.S. dollar had a favorable impact of
$53 million and $81 million on operating expenses during the three and six
months ended June 30, 2022, respectively, compared to the same periods in 2021.
There was no hedging activity within operating expenses.


Sales and Marketing




Sales and marketing expenses primarily consist of advertising and marketing
program costs (both online and offline), employee compensation including
stock-based compensation, certain user coupons and rewards, contractor costs,
facilities costs and depreciation on equipment. Online marketing expenses
represent traffic acquisition costs in various channels such as paid search,
affiliates marketing and display advertising. Offline advertising primarily
includes brand campaigns and buyer/seller communications.

The increase in sales and marketing expenses during the three months ended
June 30, 2022 compared to the same period in 2021 was primarily due to an
increase in online and offline advertising expenses of $46 million, partially
offset by the favorable impact of foreign currency movements of $29 million and
a decrease in certain user coupons and rewards of $14 million.

The decrease in sales and marketing expenses during the six months ended
June 30, 2022 compared to the same period in 2021 was primarily due to the
favorable impact of foreign currency movements of $50 million and a decrease in
certain user coupons and rewards of $33 million. These decreases were partially
offset by an increase in online and offline advertising expenses of $25 million.


Product Development




Product development expenses primarily consist of employee compensation
including stock-based compensation, contractor costs, facilities costs and
depreciation on equipment. Product development expenses are net of required
capitalization of major platform and other product development efforts,
including the development and maintenance of our technology platform. Our top
technology priorities include the implementation of our strategic plan including
payment intermediation capabilities, improved seller tools and buyer
experiences.

The decrease in product development expenses during the three and six months
ended June 30, 2022 compared to the same periods in 2021 was primarily due to a
decrease in employee related costs.

Capitalized internal use and platform development costs were $30 million and
$62 million in the three and six months ended June 30, 2022, respectively,
compared to $32 million and $63 million in the same periods in 2021. These costs
are primarily reflected as a cost of net revenues when amortized in future
periods.


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General and Administrative

General and administrative expenses primarily consist of employee compensation
including stock-based compensation, contractor costs, facilities costs,
depreciation of equipment, employer payroll taxes on stock-based compensation,
legal expenses, restructuring, insurance premiums and professional fees. Our
legal expenses, including those related to various ongoing legal proceedings,
may fluctuate substantially from period to period.

The decrease in general and administrative expenses during the three months
ended June 30, 2022 compared to the same period in 2021 was primarily due to a
decrease in employee related costs of $16 million and the favorable impact of
foreign currency movements, partially offset by exit costs of $13 million
related to the announcement to close our marketplace in Turkey.

The decrease in general and administrative expenses during the six months ended
June 30, 2022 compared to the same period in 2021 was primarily due to a
decrease in restructuring and exit costs of approximately $20 million and the
favorable impact of foreign currency movements.


Provision for Transaction Losses




Provision for transaction losses primarily consists of transaction loss expense
associated with our buyer protection programs, losses from our managed payments
services, fraud and bad debt expense associated with our accounts receivable
balance. We expect our provision for transaction losses to fluctuate depending
on many factors, including changes to our protection programs and the impact of
regulatory changes.

The decrease in provision for transaction losses during the three months ended
June 30, 2022 compared to the same period in 2021 was primarily due to lower bad
debt expense as a result of fees collected through the managed payments platform
of $20 million.

The decrease in provision for transaction losses during the six months ended
June 30, 2022 compared to the same period in 2021 was primarily due to lower bad
debt expense as a result of fees collected through the managed payments platform
of $30 million, partially offset by higher chargeback losses of $22 million
incurred for managed payments.



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Gain (Loss) on Equity Investments and Warrant, Net

Gain
(loss) on equity investments and warrant, net primarily consists of
realized and unrealized gains and losses related to our various types of equity
investments, including our equity investments in Adevinta, Adyen, KakaoBank and
Gmarket, and gains and losses due to changes in fair value of the warrant
received from Adyen. The following table presents gain (loss) on equity
investments and warrant, net for the periods indicated (in millions, except
percentages):

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 % Change 2022 2021 % Change
Change in fair value of equity investment
in Adevinta $ (829) $ (422) 96 % $ (2,472) $ (422) **
Change in fair value of equity investment
in Gmarket (77) - ** (259) - **
Unrealized change in fair value of equity
investment in KakaoBank (105) - ** (196) - **
Unrealized change in fair value of equity
investment in Adyen (38) - ** (118) - **
Realized change in fair value of shares
sold in Adyen (1) - ** (167) - **
Realized change in fair value of shares
sold in KakaoBank (67) - ** (75) - **
Change in fair value of warrant (104) 108 (196) % (219) 72 **
Gain (loss) on other investments - 41 (100) % (6) 41 (115) %
Total gain (loss) on equity investments and
warrant, net $ (1,221) $ (273) ** $ (3,512) $ (309) **
Percentage of net revenues (50) % (10) % (72) % (6) %


** Not meaningful

The increase in gain (loss) on equity method investments and warrant, net during
the three months ended June 30, 2022 compared to the same period in 2021 was
primarily driven by a $407 million change in the loss recorded from the change
in fair value of our equity investment in Adevinta and a $212 million change in
the loss recorded from the change in fair value of the warrant.

The increase in gain (loss) on equity method investments and warrant, net during
the six months ended June 30, 2022 compared to the same period in 2021 was
primarily driven by a $2.1 billion change in the loss recorded from the change
in fair value of our equity investment in Adevinta.


Interest and Other, Net




Interest and other, net primarily consists of interest earned on cash, cash
equivalents and investments, as well as foreign exchange transaction gains and
losses, gain/loss on acquisitions or disposals and interest expense, consisting
of interest charges on any amounts borrowed and commitment fees on unborrowed
amounts under our credit agreement and interest expense on our outstanding debt
securities and commercial paper, if any. The following table presents interest
and other, net for the periods indicated (in millions, except percentages):

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 % Change 2022 2021 % Change

Total interest and other, net $ (31) $ (58) (47) % $ (81) $ (139) (42) %
Percentage of net revenues (1) % (2) % (2) % (3) %



The decrease in interest and other, net expense during the three months ended
June 30, 2022 compared to the same period in 2021 was primarily due to foreign
exchange transaction gains and an increase in interest income.


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The decrease in interest and other, net expense during the six months ended
June 30, 2022 compared to the same period in 2021 was primarily due to foreign
exchange transaction gains and lower interest expense.


Income Tax Provision



The following table presents provision for income taxes for the periods
indicated (in millions, except percentages):




Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 2022 2021

Income tax provision (benefit) $ (191) $ 107 $ (501) $ 263
Effective tax rate 26.3 % 26.6 % 21.1 % 23.4 %



The decrease in our effective tax rate for the three and six months ended
June 30, 2022 compared to the same periods in 2021 was primarily due to
unrealized losses on our investments and a deduction related to the announcement
to close our marketplace in Turkey, partially reduced by a lower benefit from
stock based compensation.

We are regularly under examination by tax authorities both domestically and
internationally. We believe that adequate amounts have been reserved for any
adjustments that may ultimately result from these examinations, although we
cannot assure you that this will be the case given the inherent uncertainties in
these examinations. Due to the ongoing tax examinations, we believe it is
impractical to determine the amount and timing of these adjustments.


Discontinued Operations




On November 14, 2021, we completed the previously announced sale of 80.01% of
the outstanding equity interests of eBay Korea to Emart. We classified the
results of our eBay Korea business as discontinued operations in our condensed
consolidated statement of income for the periods presented through November 14,
2021
.

On June 24, 2021, we completed the previously announced transfer of our
Classifieds business to Adevinta. We classified the results of our Classifieds
business as discontinued operations in our condensed consolidated statement of
income for the periods presented through June 24, 2021.


See "Note 3 - Discontinued Operations" in our condensed consolidated financial
statements included elsewhere in this report for additional information.



Non-GAAP Measures of Financial Performance




To supplement our condensed consolidated financial statements presented in
accordance with generally accepted accounting principles, we use FX-Neutral net
revenues, which are non-GAAP financial measures. Management uses the foregoing
non-GAAP measures in reviewing our financial results. We define FX-Neutral net
revenues as net revenues minus the exchange rate effect. We define exchange rate
effect as the year-over-year impact of foreign currency movements using prior
period foreign currency rates applied to current year transactional currency
amounts, excluding hedging activity.

These non-GAAP measures are not in accordance with, or an alternative to,
measures prepared in accordance with GAAP and may be different from non-GAAP
measures used by other companies. In addition, these non-GAAP measures are not
based on any comprehensive set of accounting rules or principles. Non-GAAP
measures have limitations in that they do not reflect all of the amounts
associated with our results of operations as determined in accordance with GAAP.
These measures should only be used to evaluate our results of operations in
conjunction with the corresponding GAAP measures.


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These non-GAAP measures are provided to enhance investors' overall understanding
of our current financial performance and its prospects for the future.
Specifically, we believe these non-GAAP measures provide useful information to
both management and investors by excluding the foreign currency exchange rate
impact that may not be indicative of our core operating results and business
outlook. In addition, because we have historically reported certain non-GAAP
results to investors, we believe that the inclusion of these non-GAAP measures
provide consistency in our financial reporting.

The following tables present a reconciliation of FX-Neutral GMV and FX-Neutral
net revenues (each as defined below) to our reported GMV and net revenues for
the periods indicated (in millions, except percentages):

Three Months Ended Three Months Ended
June 30, 2022 June 30, 2021 % Change
Exchange Rate
As Reported Effect (1)(3) FX-Neutral (2) As Reported (4) As Reported FX-Neutral
GMV $ 18,549 $ (865) $ 19,414 $ 22,587 (18) % (14) %

Net Revenues:
Net transaction revenues $ 2,297 $ (91) $ 2,388 $ 2,496 (8) % (5) %

MS&O revenues 125 (4) 129 172 (27) % (25) %

Total net revenues $ 2,422 $ (95) $ 2,517 $ 2,668 (9) % (6) %


Six Months Ended Six Months Ended
June 30, 2022 June 30, 2021 % Change
Exchange Rate
As Reported Effect (1)(3) FX-Neutral (2) As Reported (4) As Reported FX-Neutral
GMV $ 37,958 $ (1,431) $ 39,389 $ 46,714 (19) % (16) %

Net Revenues:
Net transaction revenues $ 4,652 $ (147) $ 4,799 $ 4,972 (6) % (4) %

MS&O revenues 253 (6) 259 334 (24) % (22) %

Total net revenues $ 4,905 $ (153) $ 5,058 $ 5,306 (8) % (6) %


(1) We define exchange rate effect as the year-over-year impact of foreign
currency movements using prior period foreign currency rates applied to current
year transactional currency amounts excluding hedging activity.
(2) We define FX-Neutral GMV as GMV minus the exchange rate effect. We define
the non-GAAP financial measures of FX-Neutral net revenues as net revenues minus
the exchange rate effect.
(3) Net transaction revenues were net of $9 million and $15 million of hedging
gains during the three and six months ended June 30, 2022, respectively, as
compared to $18 million and $46 million of hedging losses during the same
periods in 2021.
(4) GMV for the three and six months ended June 30, 2021 has been
retrospectively recast to reflect the new definition of GMV announced in
December 2021.


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Liquidity and Capital Resources

Cash Flows
Six Months Ended June 30,
2022 2021
(In millions)
Net cash provided by (used in):
Continuing operating activities $ 1,206 $ 1,957
Continuing investing activities 3,764 (3,089)
Continuing financing activities (4,182) (685)


Effect of exchange rates on cash, cash equivalents and restricted
cash


(57) (5)


Net increase in cash, cash equivalents and restricted cash -
discontinued operations


(365) 2,534
Net increase (decrease) in cash, cash equivalents and restricted
cash $ 366 $ 712




Continuing Operating Activities



Our operating cash flows arise primarily from cash received from our customers
on our platforms offset by cash payments for sales and marketing, employee
compensation and payment processing expenses.




Cash provided by continuing operating activities of $1.2 billion in the six
months ended June 30, 2022 compared to cash provided by continuing operating
activities of $2.0 billion in the six months ended June 30, 2021 was primarily
attributable to a decrease in operating income from continuing operations of
$356 million. The decrease in operating income was driven by a decrease in net
revenues during the six months ended June 30, 2022 compared to the elevated
traffic from the impact of COVID-19 during the same period in 2021, as noted in
our comments on "Net Transaction Revenues." The remaining changes in continuing
operating cash flows are attributable to working capital movements and changes
in non-cash items.


Continuing Investing Activities




Cash provided by continuing investing activities of $3.8 billion in the six
months ended June 30, 2022 was primarily attributable to proceeds of $13.2
billion
from the maturities and sales of investments and proceeds of
$967 million in the aggregate from the sales of shares in Adyen and KakaoBank,
partially offset by cash paid for investments of $10.1 billion and property and
equipment of $194 million.


The largely offsetting effects of purchases of investments and maturities and
sale of investments results from the management of our investments. As our
immediate cash needs change, purchase and sale activity will fluctuate.



Continuing Financing Activities




Cash used in continuing financing activities of $4.2 billion in the six months
ended June 30, 2022 was primarily attributable to cash paid to repurchase $2.5
billion
of common stock, debt repayments of $1,355 million related to the
redemption of our 3.800% senior fixed rate notes due 2022 and our 2.600% senior
notes due 2022 and $250 million paid in cash dividends.

The negative effect of exchange rate movements on cash, cash equivalents and
restricted cash was due to the strengthening of the U.S. dollar against other
currencies during the six months ended June 30, 2022 compared to the 2021
year-end rate.


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Liquidity and Capital Resource Requirements

As of June 30, 2022 and December 31, 2021, we had assets classified as cash and
cash equivalents, as well as short-term and long-term non-equity investments
from continuing operations, in an aggregate amount of $4.5 billion and $7.3
billion
, respectively. We believe that our cash, cash equivalents and short-term
and long-term investments, together with cash expected to be generated from
operations, borrowings available under our credit agreement and commercial paper
program, and our access to capital markets, will be sufficient to satisfy our
material cash requirements over the next 12 months and for the foreseeable
future.

However, geopolitical and macroeconomic events including the impact of COVID-19,
the war in Ukraine and global economic uncertainty have caused material
disruptions in both U.S. and international financial markets and economies and
are uncertain in duration. The future impact of these events cannot be predicted
with certainty and may increase our borrowing costs and other costs of capital
and otherwise adversely affect our business, results of operations, financial
condition and liquidity, and we cannot assure that we will have access to
external financing at times and on terms we consider acceptable, or at all, or
that we will not experience other liquidity issues going forward.


Senior Notes




As of June 30, 2022, we had floating- and fixed-rate senior notes outstanding
for an aggregate principal amount of $7.8 billion, with $1.1 billion payable
within 12 months. The net proceeds from the issuances of these senior notes are
used for general corporate purposes, including, among other things, capital
expenditures, share repurchases, repayment of indebtedness and possible
acquisitions.

On April 15, 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.

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.


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 June 30, 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 June 30, 2022, no borrowings were outstanding under our $2
billion
credit agreement.


Credit Ratings




As of June 30, 2022, we were rated investment grade by Standard and Poor's
Financial Services, LLC
(long-term rated BBB+, short-term rated A-2, with a
stable outlook) and Moody's Investor Service (long-term rated Baa1, short-term
rated P-2, with a stable outlook). We disclose these ratings to enhance the
understanding of our sources of liquidity and the effects of our ratings on our
costs of funds. Our borrowing costs depend, in part, on our credit ratings and
any actions taken by these credit rating agencies to lower our credit ratings,
as described above, will likely increase our borrowing costs.


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We were in compliance with all financial covenants in our outstanding debt
instruments for the six months ended June 30, 2022. For additional details
related to our debt, please see "Note 9 - Debt" to the condensed consolidated
financial statements included in this report.


Income Taxes




As of June 30, 2022, our assets classified as cash and cash equivalents, and
short-term and long-term non-equity investments from continuing operations
included assets held in certain of our foreign operations totaling approximately
$2.6 billion. As we repatriate these funds to the U.S., we will be required to
pay income taxes in certain U.S. states and applicable foreign withholding taxes
on those amounts during the period when such repatriation occurs. We have
accrued deferred taxes for the tax effect of repatriating the funds to the U.S.


For additional details related to our income taxes, please see "Income Tax
Provision" in our Results of Operations above and "Note 14 - Income Taxes" to
the condensed consolidated financial statements included in this report.



Stock Repurchases




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.

We expect, subject to market conditions and other uncertainties, to continue
making opportunistic and programmatic repurchases of our common stock. However,
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, the
impacts of the COVID-19 pandemic, price and other market conditions and
management's determination as to the appropriate use of our cash.

During the six months ended June 30, 2022, we repurchased approximately $2.5
billion
of our common stock under our stock repurchase programs. In February
2022
our Board authorized an additional $4.0 billion stock repurchase program,
with no expiration from the date of authorization. As of June 30, 2022, a total
of approximately $3.4 billion remained available for future repurchases of our
common stock under our stock repurchase programs. See "Note 12 - Stockholders'
Equity" to the condensed consolidated financial statements included in this
report for more information about our stock repurchase programs.


Dividends




The Company paid a total of $121 million and $121 million in cash dividends
during the three months ended June 30, 2022 and 2021, respectively, and $250
million
and $243 million in cash dividends during the six months ended June 30,
2022
and 2021, respectively. In August 2022, our Board of Directors declared a
cash dividend of $0.22 per share of common stock to be paid on September 16,
2022
to stockholders of record as of September 1, 2022.


Other Capital Resource Requirements




We actively monitor all counterparties that hold our cash and cash equivalents
and non-equity investments, focusing primarily on the safety of principal and
secondarily on improving yield on these assets. We diversify our cash and cash
equivalents and investments among various counterparties in order to reduce our
exposure should any one of these counterparties fail or encounter difficulties.
To date, we have not experienced any material loss or lack of access to our
invested cash, cash equivalents or short-term investments; however, we can
provide no assurances that access to our invested cash, cash equivalents or
short-term investments will not be impacted by adverse conditions in the
financial markets, including, without limitation, as a result of the impact of
the COVID-19

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pandemic. At any point in time we have funds in our operating accounts and
customer accounts that are deposited and invested with third party financial
institutions.

We have a cash pooling arrangement with a financial institution for cash
management purposes. As of June 30, 2022, we had a total of $1.3 billion in
aggregate cash deposits, partially offset by $1.2 billion in cash withdrawals,
held within the financial institution under the cash pooling arrangement. See
"Note 11 - Commitments and Contingencies" to the condensed consolidated
financial statements included in this report for more information about our cash
pooling arrangement.

We have entered into various indemnification agreements and, 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.
It is not possible to determine the maximum potential loss under these various
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. See "Note 11 - Commitments and
Contingencies" to the condensed consolidated financial statements included in
this report for more information about our indemnification provisions.


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