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Investments | 6 Months Ended
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Jun. 30, 2022
Investments [Abstract] |
Investments | Investments The following tables summarize the unrealized gains and losses and estimated fair value of our investments classified as available-for-sale debt securities and restricted cash as of the dates indicated (in millions):
| June 30, 2022
| Gross Amortized Cost |  | Gross Unrealized Gains |  | Gross Unrealized Losses |  | Estimated Fair Value
Short-term investments: |  |  |  |  |  |  |
Restricted cash | $ | 26 |  |  | $ | — |  |  | $ | — |  |  | $ | 26 |
Corporate debt securities | 1,196 |  |  | — |  |  | (1) |  |  | 1,195 |
Government and agency securities | 40 |  |  | — |  |  | — |  |  | 40 |
| $ | 1,262 |  |  | $ | — |  |  | $ | (1) |  |  | $ | 1,261 |
Long-term investments: |  |  |  |  |  |  |
Restricted cash | $ | 4 |  |  | $ | — |  |  | $ | — |  |  | $ | 4 |
Corporate debt securities | 807 |  |  | — |  |  | (40) |  |  | 767 |
Government and agency securities | 798 |  |  | — |  |  | (36) |  |  | 762 |
| $ | 1,609 |  |  | $ | — |  |  | $ | (76) |  |  | $ | 1,533 |
| December 31, 2021
| Gross Amortized Cost |  | Gross Unrealized Gains |  | Gross Unrealized Losses |  | Estimated Fair Value
Short-term investments: |  |  |  |  |  |  |
Restricted cash | $ | 22 |  |  | $ | — |  |  | $ | — |  |  | $ | 22 |
Corporate debt securities | 4,151 |  |  | 1 |  |  | — |  |  | 4,152 |
Government and agency securities | 25 |  |  | — |  |  | — |  |  | 25 |
| $ | 4,198 |  |  | $ | 1 |  |  | $ | — |  |  | $ | 4,199 |
Long-term investments: |  |  |  |  |  |  |
Corporate debt securities | $ | 954 |  |  | $ | 1 |  |  | $ | (5) |  |  | $ | 950 |
Government and agency securities | 779 |  |  | — |  |  | (2) |  |  | 777 |
| $ | 1,733 |  |  | $ | 1 |  |  | $ | (7) |  |  | $ | 1,727 |
We consider cash to be restricted when withdrawal or general use is legally restricted. Restricted cash is held primarily in interest bearing accounts primarily related to our global sabbatical program. Our fixed-income investments consist of predominantly investment grade corporate debt securities and government and agency securities. The corporate debt and government and agency securities that we invest in are generally deemed to be low risk based on their credit ratings from the major rating agencies. The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. As interest rates increase, those securities purchased at a lower yield show a mark-to-market unrealized loss. The unrealized losses are due primarily to changes in credit spreads and interest rates. We regularly review investment securities for other-than-temporary impairment using both qualitative and quantitative criteria. Investments classified as available-for-sale debt securities are carried at fair value with changes reflected in other comprehensive income. Where there is an intention or a requirement to sell an impaired available-for-sale debt security, the entire impairment is recognized in earnings with a corresponding adjustment to the amortized cost basis of the security. From time to time, we sell available-for-sale debt securities in an unrealized loss position and recognize an immaterial loss. We regularly review investment securities for credit impairment using both qualitative and quantitative criteria. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded through interest and other, net for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. We did not recognize any credit-related impairment through an allowance for credit losses as of June 30, 2022. Investment securities in a continuous loss position for less than 12 months had an estimated fair value of $3.1 billion and unrealized losses of $73 million as of June 30, 2022, and an estimated fair value of $3.1 billion and an immaterial amount of unrealized losses as of December 31, 2021. Investment securities in a continuous loss position for greater than 12 months had an estimated fair value of $69 million and an immaterial amount of unrealized losses as of June 30, 2022, and there were no investment securities in a continuous loss position for greater than 12 months as of December 31, 2021. Refer to “Note 15 — Accumulated Other Comprehensive Income” for amounts reclassified to earnings from unrealized gains and losses. The following table presents estimated fair values of our short-term and long-term investments classified as available-for-sale debt securities and restricted cash by date of contractual maturity as of the date indicated (in millions):
| June 30, 2022
One year or less (including restricted cash of $26) | $ | 1,261 |
One year through two years (including restricted cash of $4) | 560 |
Two years through three years | 657 |
Three years through four years | 242 |
Four years through five years | 74 |
| $ | 2,794 |
Equity Investments The following table summarizes our equity investments as of the dates indicated (in millions):
| Balance Sheet Location |  | June 30, 2022 |  | December 31, 2021
Equity investments with readily determinable fair values | Short-term investments |  | $ | 222 |  |  | $ | 1,745 |
Equity investment in Adevinta | Equity investment in Adevinta |  | 2,919 |  |  | 5,391 |
Equity investments under the fair value option | Long-term investments |  | 504 |  |  | 725 |
Equity investments without readily determinable fair values | Long-term investments |  | 76 |  |  | 85 |
Equity investments under the equity method of accounting | Long-term investments |  | 33 |  |  | 38 |
Total equity investments |  |  | $ | 3,754 |  |  | $ | 7,984 |
Equity investment in Adevinta We account for equity investments through which we exercise significant influence but do not have control over the investee under the fair value option or under the equity method. O ur equity investment in Adevinta is accounted for under the fair value option. Upon completion of the transfer of our Classifieds business to Adevinta on June 24, 2021, we received an equity investment of 44% in Adevinta valued at $10.8 billion at the close of the transfer. On November 18, 2021, we completed the sale of approximately 135 million of our voting shares in Adevinta to Permira, inclusive of the option exercised by Permira to purchase additional voting shares, for total cash consideration of approximately $2.3 billion which reduced our ownership in Adevinta to 33%. Following the close of the share sale in November 2021, our equity investment in Adevinta is reported in the long-term assets section on the condensed consolidated balance sheet to reflect our contractual requirement to retain at least 25% of the total number of issued and outstanding equity securities of Adevinta until October 14, 2023, subject to certain exceptions specified in the agreement. At the initial recognition of the equity investment, we elected the fair value option where subsequent changes in fair value are recognized in earnings. The investment is classified within Level 1 in the fair value hierarchy as the valuation can be obtained from real time quotes in active markets. The fair value of the equity investment is measured based on Adevinta’s closing stock price and prevailing foreign exchange rate at each balance sheet date and the changes in fair value are reflected in gain (loss) on equity investments and warrant, net in the condensed consolidated statement of income. We believe the fair value option election creates more transparency of the current value in the equity investment in Adevinta. Our non-voting shares are convertible to voting shares on a one-to-one basis, subject to a limitation of 33% voting interest. For the three months ended June 30, 2022 and 2021, unrealized losses of $829 million and $422 million, respectively, were recorded related to the change in fair value of the investment, and for the six months ended June 30, 2022 and 2021, unrealized losses of $2,472 million and $422 million, respectively, were recorded related to the change in fair value of the investment in gain (loss) on equity investments and warrant, net on our condensed consolidated statement of income. The fair value of the investment was $2,919 million and $5,391 million as of June 30, 2022 and December 31, 2021, respectively. Equity investments with readily determinable fair values Equity investments with readily determinable fair values are classified within Level 1 in the fair value hierarchy as the valuation can be obtained from real time quotes in active markets. Subsequent changes in fair value are reflected in gain (loss) on equity investments and warrant, net in the condensed consolidated statement of income. In August 2021, one of our equity investments, KakaoBank Corp. (“KakaoBank”), which previously did not have a readily determinable fair value, completed its initial public offering which resulted in this investment having a readily determinable fair value. The fair value of the equity investment is measured based on KakaoBank’s closing stock price and prevailing foreign exchange rate at each balance sheet date. For the three and six months ended June 30, 2022, unrealized losses of $105 million and $196 million, respectively, were recorded in gain (loss) on equity investments and warrant, net on our condensed consolidated statement of income related to the change in fair value of the investment. During the three and six months ended June 30, 2022, we sold a portion of our shares in KakaoBank for $242 million and $287 million, respectively, and recorded realized losses on the change in fair value of shares sold of $67 million and $75 million, respectively, in gain (loss) on equity investments and warrant, net on our condensed consolidated statement of income. The fair value of the investment was $126 million and $684 million as of June 30, 2022 and December 31, 2021, respectively and is reported within short-term investments in our condensed consolidated balance sheet. We entered into a warrant agreement in conjunction with a commercial agreement with Adyen that vests in a series of four tranches, at a specified price per share upon meeting processing volume milestone targets on a calendar year basis. When a relevant milestone is reached, the warrant becomes exercisable with respect to the corresponding tranche of warrant shares up until the warrant expiration date of January 31, 2025. In the fourth quarter of 2021, we met the processing volume milestone target to vest the first tranche of the warrant. Upon vesting of the first tranche, we exercised the option to purchase shares of Adyen valued at $1.1 billion in exchange for approximately $110 million in cash. The fair value of the equity investment is measured based on Adyen’s closing stock price and prevailing foreign exchange rate at each balance sheet date. For the three and six months ended June 30, 2022, unrealized losses of $38 million and $118 million, respectively, were recorded in gain (loss) on equity investments and warrant, net on our condensed consolidated statement of income related to the change in fair value of the investment. During the three and six months ended June 30, 2022, we sold a portion of our shares in Adyen for $129 million and $680 million, respectively, and recorded realized losses on the change in fair value of shares sold of $1 million and $167 million, respectively, in gain (loss) on equity investments and warrant, net on our condensed consolidated statement of income. As of June 30, 2022 and December 31, 2021, the fair value of the investment was $96 million and $1,061 million, respectively and is reported within short-term investments in our condensed consolidated balance sheet. Refer to “Note 7 — Derivative Instruments” for more information about the warrant. Subsequent to June 30, 2022, we sold additional shares in Adyen for $84 million and recorded a realized gain on the change in fair value of shares sold of $17 million in gain (loss) on equity investments and warrant, net on our condensed consolidated statement of income. Equity investments under the fair value option We account for equity investments through which we exercise significant influence but do not have control over the investee under the fair value option or under the equity method. Our equity investment in Gmarket and certain other immaterial equity investments are accounted for under the fair value option. On November 14, 2021, we completed the previously announced sale of 80.01% of the outstanding equity interests of eBay Korea to Emart. Upon completion of the sale, we retained 19.99% of the outstanding equity interest of the new entity, Gmarket, over whom we are able to exercise significant influence based on the terms of the securities purchase agreement, including through our board representation. Our equity investment in Gmarket was valued at $728 million as of the transaction close date. At the initial recognition of this equity investment, we elected the fair value option where subsequent changes in fair value are recognized in gain (loss) on equity investments and warrant, net in the condensed consolidated statement of income. We believe the fair value option election creates more transparency of the current value in the equity investment in Gmarket. Our retained investment in Gmarket is subject to a two year right held by Emart to purchase the remaining interest at the close price of the sale. For the three and six months ended June 30, 2022, unrealized losses of $77 million and $259 million, respectively, were recorded in gain (loss) on equity investments and warrant, net related to the change in fair value of the investment. As of June 30, 2022 and December 31, 2021, the fair value of the investment was $466 million and $725 million, respectively and is reported within long-term investments in our condensed consolidated balance sheet. The investment is classified as Level 3 in the fair value hierarchy as the valuation reflects management’s estimate of assumptions that market participants would use in pricing the equity investment. Certain other immaterial equity investments aggregating to $38 million as of June 30, 2022 are measured at fair value using the net asset value per share (or its equivalent) practical expedient, and have not been classified in the fair value hierarchy. Refer to “Note 8 — Fair Value Measurement of Assets and Liabilities” for more information. Other equity method investments We account for equity investments through which we exercise significant influence but do not have control over the investee under the fair value option or under the equity method. For equity investments accounted for under the equity method, our consolidated results of operations include, as a component of gain (loss) on equity investments and warrant, net, our share of the net income or loss of the equity investments accounted for under the equity method of accounting. Equity investments without readily determinable fair values The following table summarizes the change in total carrying value related to equity investments without readily determinable fair values still held for the periods indicated (in millions):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Carrying value, beginning of period | $ | 78 |  |  | $ | 528 |  |  | $ | 85 |  |  | $ | 539 |
Additions | — |  |  | 1 |  |  | — |  |  | 1 |
Upward adjustments for observable price changes | — |  |  | 41 |  |  | — |  |  | 41 |
Downward adjustments for observable price changes and impairment | — |  |  | — |  |  | (7) |  |  | — |
Foreign currency translation and other | (2) |  |  | 1 |  |  | (2) |  |  | (10) |
Carrying value, end of period | $ | 76 |  |  | $ | 571 |  |  | $ | 76 |  |  | $ | 571 |
For the six months ended June 30, 2022, we recorded downward adjustments $7 million to the carrying value of a strategic investment in gain (loss) on equity investments and warrant, net on our condensed consolidated statement of income. For such equity investments without readily determinable fair values still held at June 30, 2022, the cumulative upward adjustment for observable price changes was $41 million and cumulative downward adjustment for observable price changes and impairments was $298 million. The following table summarizes unrealized gains and losses related to equity investments held at June 30, 2022 and presented within gain (loss) on equity investments and warrant, net for the periods indicated (in millions):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Net gains/(losses) recognized during the period on equity investments | $ | (1,116) |  |  | $ | (380) |  |  | $ | (3,293) |  |  | $ | (380) |
Less: Net gains/(losses) recognized during the period on equity investments sold during the period | (68) |  |  | — |  |  | (242) |  |  | — |
Total unrealized gains/(losses) on equity investments held at June 30, 2022 | $ | (1,048) |  |  | $ | (380) |  |  | $ | (3,051) |  |  | $ | (380) |

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