EBAY INC. 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 inUkraine , 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 endedDecember 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 theSecurities 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 currentDelaware corporation (eBay Inc. ) and its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires. OVERVIEW BusinesseBay Inc. is a global commerce leader, which includes our Marketplace platforms. Founded in 1995 inSan 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. OnJune 24, 2021 we completed the transfer of our Classifieds business to Adevinta ASA ("Adevinta"), and onNovember 14, 2021 we completed the sale of 80.01% of the outstanding equity interests ofeBay Korea LLC , a limited liability company incorporated under the laws ofKorea and a wholly owned subsidiary ofeBay KTA ("eBay Korea ") toE-mart Inc. and one of its wholly owned subsidiaries (together, "Emart"). The results of oureBay 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. 46
-------------------------------------------------------------------------------- Table of Contents 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 endedJune 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 endedJune 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 endedJune 30, 2022 compared to the same period in 2021. Operating margin decreased to 21.7% for the three months endedJune 30, 2022 compared to 27.4% for the same period in 2021.
We generated cash flow from continuing operating activities of
During the three months endedJune 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 endedJune 30, 2022 .
During the three months ended
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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. 48 -------------------------------------------------------------------------------- Table of Contents Net revenues included$9 million and$15 million of hedging gains during the three and six months endedJune 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 theU.S. dollar had an unfavorable impact of$95 million and$153 million on net revenues during the three and six months endedJune 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 endedJune 30, 2022 compared to the same periods in 2021 was primarily attributable to the strengthening of theU.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
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
The decrease in cost of net revenues during the three months endedJune 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
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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 endedJune 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 endedJune 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 endedJune 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 endedJune 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. 52 -------------------------------------------------------------------------------- Table of Contents 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 endedJune 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 inTurkey . The decrease in general and administrative expenses during the six months endedJune 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 endedJune 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 endedJune 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$22 million incurred for managed payments. 53 -------------------------------------------------------------------------------- Table of Contents Gain (Loss) on Equity Investments and Warrant,Net Gain (loss) on equity investments and warrant, net primarily consists of realized and unrealized gains and losses related to our various types of equity investments, including our equity investments in Adevinta, Adyen, KakaoBank andGmarket , and gains and losses due to changes in fair value of the warrant received from Adyen. The following table presents gain (loss) on equity investments and warrant, net for the periods indicated (in millions, except percentages): Three Months Ended Six Months Ended June 30, June 30, 2022 2021 % Change 2022 2021 % Change Change in fair value of equity investment in Adevinta$ (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 endedJune 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 endedJune 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
OnNovember 14, 2021 , we completed the previously announced sale of 80.01% of the outstanding equity interests ofeBay Korea to Emart. We classified the results of oureBay Korea business as discontinued operations in our condensed consolidated statement of income for the periods presented throughNovember 14, 2021 . OnJune 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 throughJune 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 endedJune 30, 2022 compared to cash provided by continuing operating activities of$2.0 billion in the six months endedJune 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 endedJune 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 endedJune 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 endedJune 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 theU.S. dollar against other currencies during the six months endedJune 30, 2022 compared to the 2021 year-end rate. 57 -------------------------------------------------------------------------------- Table of Contents Liquidity and Capital Resource Requirements As ofJune 30, 2022 andDecember 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 inUkraine and global economic uncertainty have caused material disruptions in bothU.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 ofJune 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. OnApril 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. OnFebruary 9, 2022 , the company redeemed the$750 million aggregate principal amount of the 3.800% senior notes dueMarch 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 ofJune 30, 2022 , there were no commercial paper notes outstanding.
Credit Agreement
InMarch 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 ofJune 30, 2022 , no borrowings were outstanding under our$2 billion credit agreement.
Credit Ratings
As ofJune 30, 2022 , we were rated investment grade byStandard 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. 58 -------------------------------------------------------------------------------- Table of Contents We were in compliance with all financial covenants in our outstanding debt instruments for the six months endedJune 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 ofJune 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 theU.S. , we will be required to pay income taxes in certainU.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 theU.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 endedJune 30, 2022 , we repurchased approximately$2.5 billion of our common stock under our stock repurchase programs. InFebruary 2022 our Board authorized an additional$4.0 billion stock repurchase program, with no expiration from the date of authorization. As ofJune 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 endedJune 30, 2022 and 2021, respectively, and$250 million and$243 million in cash dividends during the six months endedJune 30, 2022 and 2021, respectively. InAugust 2022 , our Board of Directors declared a cash dividend of$0.22 per share of common stock to be paid onSeptember 16, 2022 to stockholders of record as ofSeptember 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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