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Discontinued Operations
6 Months Ended
Jun. 30, 2021
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
StubHub

On November 24, 2019, we entered into a stock purchase agreement with an affiliate of viagogo to sell our StubHub business. On February 13, 2020, we completed the sale of our StubHub business to an affiliate of viagogo for a purchase price of $4.05 billion in cash, subject to certain adjustments specified in the purchase agreement, including adjustments for indebtedness, cash, working capital and transaction expenses of StubHub at the closing of the transaction. The sale was completed for $4.1 billion in proceeds ($3.2 billion, net of income taxes of approximately $900 million) and a pre-tax gain of $3.9 billion within income from discontinued operations, both subject to working capital adjustments.

In connection with the sale of StubHub, we entered into a transition service agreement (“TSA”) with viagogo pursuant to which we are providing services, including, but not limited to, business support services for StubHub after the divestiture. These agreements commenced with the close of the transaction and have minimum initial terms ranging from 12 to 18 months and can be extended by viagogo for a maximum of 12 months. The estimated related fees in 2021 are $27 million for support services.
Classifieds

On July 20, 2020, we entered into a definitive agreement with Adevinta to transfer our Classifieds business to Adevinta for $2.5 billion in cash, subject to certain adjustments, and approximately 540 million shares in Adevinta. On June 24, 2021, we completed the previously announced transfer of our Classifieds business to Adevinta. Upon closing, we received consideration of approximately $2.5 billion in cash, subject to certain adjustments as specified in the definitive agreement, and approximately 540 million shares in Adevinta which represent an equity interest of 44%, comprised of approximately 33% of voting shares and 11% of non-voting shares. Together, the total consideration received at the close of the transaction was valued at $13.3 billion, based on the closing trading price of Adevinta’s outstanding shares at the Oslo Stock Exchange on June 24, 2021. The equity interest received is accounted for under the fair value option.

The transfer of our Classifieds business was completed for total consideration of $13.3 billion which comprised of $2.5 billion in cash proceeds and shares of Adevinta valued at $10.8 billion on the date of close. The transfer resulted in a pre-tax gain of $12.5 billion and related income tax expense of $2.1 billion, both within income from discontinued operations. The consideration is subject to adjustments specified in the definitive agreement.

In addition, upon closing we entered into a transition service agreement (“TSA”) with Adevinta to support the operations of Classifieds after the divestiture for fees of $29 million. These agreements commenced with the close of the transaction and have minimum initial terms ranging from 6 to 12 months and can be extended for a maximum of 6 months.

On July 14, 2021, we entered into a share purchase agreement with Permira to sell approximately 125 million of our voting shares in Adevinta for total consideration of $2.25 billion. The price represents an approximate 7% discount to the 10-day VWAP of Adevinta shares as of July 12, 2021 and a 5% discount to the 30-day VWAP as of July 12, 2021. In addition, we granted Permira an option, exercisable within 30 days after the date of the purchase agreement, to purchase approximately 10 million additional voting shares for $180 million in consideration. On July 29, 2021, Permira exercised the option. At the close of both transactions, our ownership in Adevinta will be reduced to 33%. The transactions are expected to close in the fourth quarter of 2021, subject to the receipt of required regulatory approvals.

eBay Korea

On June 30, 2021, we entered into a securities purchase agreement with Emart, to sell 80.01% of the outstanding equity interests of eBay Korea, pursuant to the terms and conditions of the securities purchase agreement, in exchange for KRW 3.44 trillion, or approximately $3.0 billion as of the agreement date, subject to certain adjustments specified for indebtedness, cash, working capital, transaction expenses and certain taxes. We will retain 19.99% of the outstanding equity interests of eBay Korea. The transaction is expected to close within one year, subject to certain conditions, including receipt of regulatory approvals. We have classified the results of the eBay Korea business as discontinued operations in our condensed consolidated statement of income for the periods presented. Additionally, the related assets and liabilities associated with eBay Korea are classified as held for sale in our condensed consolidated balance sheet. The assets and liabilities as of June 30, 2021 are classified as current in our condensed consolidated balance sheet as we expect to close this transaction within one year.
The following table presents financial results from discontinued operations, net of income taxes in our condensed consolidated statement of income (in millions):
 Three Months Ended
June 30,
Six Months Ended
June 30,
 
2021 (1)
2020
2021 (1)
2020 (2)
eBay Korea income from discontinued operations, net of income taxes$$20 $$30 
Classifieds income from discontinued operations, net of income taxes10,428 31 10,500 85 
StubHub income from discontinued operations, net of income taxes
2,935 
PayPal and Enterprise income (loss) from discontinued operations, net of income taxes— (1)— (2)
Income from discontinued operations, net of income taxes$10,440 $57 $10,513 $3,048 
(1) Includes Classifieds financial results through the transaction close on June 24, 2021 and includes the gain on sale recorded for the Classifieds transaction.
(2) Includes StubHub financial results from January 1, 2020 to February 13, 2020, and includes the gain on sale recorded for the StubHub transaction.

The following table presents cash flows for discontinued operations (in millions):
 Three Months Ended
June 30,
Six Months Ended
June 30,
 
2021 (1)
2020
2021 (1)
2020 (2)
eBay Korea net cash provided by (used in) discontinued operating activities
$17 $(18)$$19 
Classifieds net cash provided by discontinued operating activities
41 31 145 119 
StubHub net cash provided by (used in) discontinued operating activities— — — (110)
Net cash provided by (used in) discontinued operating activities$58 $13 $152 $28 
eBay Korea net cash (used in) discontinued investing activities
$(8)$— $(9)$(10)
Classifieds net cash (used in) discontinued investing activities
2,454 (43)2,453 (44)
StubHub net cash provided by (used in) discontinued investing activities— — — 4,075 
Net cash provided by (used in) discontinued investing activities $2,446 $(43)$2,444 $4,021 
eBay Korea net cash (used in) discontinued financing activities
$$(3)$(62)$(5)
Classifieds net cash (used in) discontinued financing activities
— — — (2)
Net cash (used in) discontinued financing activities$$(3)$(62)$(7)
(1) Includes Classifieds financial results through the transaction close on June 24, 2021 and includes the gain on sale recorded for the Classifieds transaction.
(2) Includes StubHub financial results from January 1, 2020 to February 13, 2020, and includes the gain on sale recorded for the StubHub transaction.
The financial results of StubHub are presented as income from discontinued operations, net of income taxes on our condensed consolidated statement of income. The following table presents the financial results of StubHub (in millions):
 Three Months Ended
June 30,
Six Months Ended
June 30,
 202120202021
2020(1)
Net revenues$— $— $— $100 
Cost of net revenues— — — 31 
Gross profit— — — 69 
Operating expenses:
Sales and marketing— — — 51 
Product development— — — 29 
General and administrative— — — 33 
Provision for transaction losses— — — 
Amortization of acquired intangible assets— — — 
Total operating expenses— — — 117 
Income (loss) from operations of discontinued operations— — — (48)
Pre-tax gain on sale12 — 12 3,876 
Income from discontinued operations before income taxes12 — 12 3,828 
Income tax benefit (provision)(3)(3)(893)
Income from discontinued operations, net of income taxes$$$$2,935 
(1) Includes StubHub financial results from January 1, 2020 to February 13, 2020, and includes the gain on sale recorded for the StubHub transaction.
The financial results of Classifieds are presented as income from discontinued operations, net of income taxes on our condensed consolidated statement of income. Each period presented below includes the impact of intercompany revenue agreements that will continue with eBay subsequent to the completion of the transfer of the Classifieds business for a term of three years with an option to extend for 12 months. The impact of these intercompany revenue agreements to net revenues and cost of net revenues were $3 million and $3 million for the three months ended June 30, 2021 and 2020, respectively, and $5 million and $7 million for the six months ended June 30, 2021 and 2020, respectively. The expected continuing cash flows are not considered to be significant. The following table presents the financial results of Classifieds (in millions):
 Three Months Ended
June 30,
Six Months Ended
June 30,
 
2021 (1)
2020
2021 (1)
2020
Net revenues$289 $197 $565 $442 
Cost of net revenues33 25 63 49 
Gross profit256 172 502 393 
Operating expenses:
Sales and marketing96 61 183 148 
Product development62 39 105 74 
General and administrative40 35 67 62 
Provision for transaction losses— 10 
Amortization of acquired intangible assets— — 
Total operating expenses198 141 357 298 
Income from operations of discontinued operations58 31 145 95 
Interest and other, net(1)— 
Pre-tax gain (loss) on sale12,524 — 12,524 — 
Income from discontinued operations before income taxes12,581 32 12,669 97 
Income tax provision(2,153)(1)(2,169)(12)
Income from discontinued operations, net of income taxes$10,428 $31 $10,500 $85 
(1) Includes Classifieds financial results through the transaction close on June 24, 2021 and includes the gain on sale recorded for the Classifieds transaction.
The financial results of eBay Korea are presented as income from discontinued operations, net of income taxes on our condensed consolidated statement of income. The following table presents the financial results of eBay Korea (in millions):
 Three Months Ended
June 30,
Six Months Ended
June 30,
 2021202020212020
Net revenues$398 $331 $783 $639 
Cost of net revenues229 156 446 304 
Gross profit169 175 337 335 
Operating expenses:
Sales and marketing141 132 282 258 
Product development15 13 29 27 
General and administrative21 
Total operating expenses165 149 332 293 
Income (loss) from operations of discontinued operations26 42 
Interest and other, net— — 
Income (loss) from discontinued operations before income taxes26 42 
Income tax benefit (provision)(2)(6)(2)(12)
Income (loss) from discontinued operations, net of income taxes$$20 $$30 
For the three and six months ended June 30, 2021 and 2020, the discontinued operations activity related to our former PayPal and Enterprise businesses was immaterial.
The following table presents the aggregate carrying amounts of assets and liabilities of discontinued operations for Classifieds in the condensed consolidated balance sheet (in millions):
 December 31, 2020
Carrying amounts of assets included as part of discontinued operations:
Cash and cash equivalents$23 
Accounts receivable, net117 
Other current assets30 
Long-term investments32 
Property and equipment, net31 
Goodwill465 
Intangible assets, net35 
Operating lease right-of-use assets20 
Deferred tax assets435 
Total assets classified as discontinued operations in the condensed consolidated balance sheet$1,188 
Carrying amounts of liabilities included as part of discontinued operations:
Accounts payable$18 
Accrued expenses and other current liabilities104 
Deferred revenue
Income taxes payable35 
Operating lease liabilities11 
Deferred tax liabilities278 
Other liabilities
Total liabilities classified as discontinued operations in the condensed consolidated balance sheet
$452 
The following table presents the aggregate carrying amounts of held for sale assets and liabilities related to eBay Korea in the condensed consolidated balance sheet (in millions):
 June 30, 2021December 31, 2020
Carrying amounts of assets included as part of held for sale:
Cash and cash equivalents$162 $327 
Short-term investments— 
Accounts receivable, net49 50 
Customer accounts and funds receivable590 649 
Other current assets61 45 
Property and equipment, net63 66 
Goodwill383 390 
Operating lease right-of-use assets69 79 
Deferred tax assets22 — 
Other assets15 14 
Total assets classified as held for sale in the condensed consolidated balance sheet$1,414 $1,626 
Carrying amounts of liabilities included as part of held for sale:
Short-term debt$11 $12 
Accounts payable58 54 
Customer accounts and funds payable559 673 
Accrued expenses and other current liabilities70 91 
Deferred revenue11 12 
Income taxes payable13 
Operating lease liabilities54 64 
Deferred tax liabilities12 (9)
Long-term debt
Other liabilities
Total liabilities classified as held for sale in the condensed consolidated balance sheet
$786 $918