Investments and Fair Value Measurement

6 Months Ended

Jun. 30, 2021

Note 3 – Investments and Fair Value Measurement

Investments

Our investments on the condensed consolidated balance sheets consisted of the following (in millions):


	As of
	December 31, 2020		June 30, 2021
Classified as short-term investments:
Marketable debt securities (1):
Commercial paper	$	457	$	233
U.S. government and agency securities	429		235
Corporate bonds	294		92
Short-term investments	$	1,180	$	560

Classified as investments:
Non-marketable equity securities:
Didi	$	6,299	$	7,326
Aurora (2)	—		2,148
Other (3)	329		627
Non-marketable debt securities:
Grab (4)	2,341		3,592

Note receivable from a related party	83		81
Investments	$	9,052	$	13,774

(1) Excluding marketable debt securities classified as cash equivalents and restricted cash equivalents.

(2) For further information, see the section titled “Aurora Investments” below and Note 16 – Divestiture.

(3) These balances include certain investments recorded at fair value with changes in fair value recorded in earnings due to the election of the fair value option of accounting for financial instruments.

(4) Recorded at fair value with changes in fair value recorded in other comprehensive income (loss), net of tax, unless subject to credit loss.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our financial assets measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in millions):


	As of December 31, 2020								As of June 30, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial Assets
Money market funds	$	2,386	$	—	$	—	$	2,386	$	2,170	$	—	$	—	$	2,170
Commercial paper	—		611		—		611		—		314		—		314
U.S. government and agency securities	—		542		—		542		—		266		—		266
Corporate bonds	—		323		—		323		—		98		—		98
Non-marketable debt securities	—		—		2,341		2,341		—		—		3,592		3,592
Non-marketable equity securities	—		—		52		52		—		7,326		2,183		9,509
Note receivable from a related party	—		—		83		83		—		—		81		81
Total financial assets	$	2,386	$	1,476	$	2,476	$	6,338	$	2,170	$	8,004	$	5,856	$	16,030

Didi Investment

During the first quarter of 2021, we completed the sale of $500 million of our Didi shares and realized immaterial gains from this transaction. In addition, we recorded immaterial unrealized gains from remeasurement of the carrying value of the remaining Didi shares under the measurement alternative during the three months ended March 31, 2021.

On June 30, 2021, Didi started trading on the New York Stock Exchange. As of June 30, 2021, our investment in preferred shares of Didi, which was previously accounted for under the measurement alternative on a non-recurring basis, had a readily determinable fair value and therefore changed to an investment measured at fair value on a recurring basis. As of June 30, 2021, the fair value of our investment in Didi preferred shares is based on readily available pricing sources for comparable instruments, adjusted by a discount for lack of marketability due to the restriction on trading the shares (Level 2). During the three months ended June 30, 2021, we recognized an unrealized gain of $1.4 billion on this investment in other income (expense), net in our condensed consolidated statements of operations.

During the six months ended June 30, 2021, we did not make any transfers between the levels of the fair value hierarchy.

The following table summarizes the amortized cost and fair value of our debt securities with a stated contractual maturity or redemption date (in millions):


	As of June 30, 2021
	Amortized Cost		Fair Value
Within one year	$	677	$	677
One year through five years	2,282		3,593
Total	$	2,959	$	4,270

The following table summarizes the amortized cost, unrealized gains and losses, and fair value of our debt securities at fair value on a recurring basis (in millions):


	As of December 31, 2020								As of June 30, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value			Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Commercial paper	$	611	$	—	$	—	$	611		$	314	$	—	$	—	$	314
U.S. government and agency securities	542		—		—		542			266		—		—		266
Corporate bonds	322		1		—		323			98		—		—		98
Non-marketable debt securities	2,281		60		—		2,341			2,281		1,311		—		3,592
Total	$	3,756	$	61	$	—	$	3,817		$	2,959	$	1,311	$	—	$	4,270

As of December 31, 2020 and June 30, 2021, there were no allowance for credit losses related to our available-for-sale debt securities.

We measure our cash equivalents and certain investments at fair value. Level 1 instrument valuations are based on quoted market prices of the identical underlying security. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations are valued based on unobservable inputs and other estimation techniques due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of such financial instruments.

As of December 31, 2020 and June 30, 2021, our Level 3 non-marketable debt securities and non-marketable equity securities primarily consist of common stock investments and preferred stock investments in privately held companies without readily determinable fair values.

Depending on the investee’s financing activity in a reporting period, management’s estimate of fair value may be primarily derived from the investee’s financing transactions, such as the issuance of preferred stock to new investors. The price in these transactions generally provides the best indication of the enterprise value of the investee. Additionally, based on the timing, volume, and other characteristics of the transaction, we may supplement this information by using other valuation techniques, including the guideline public company approach. The guideline public company approach relies on publicly available market data of comparable companies and uses comparative valuation multiples of the investee’s revenue (actual and forecasted), and therefore, unobservable input used in this valuation technique primarily consists of short-term revenue projections.

Once the fair value of the investee is estimated, an option-pricing model (“OPM”), a common stock equivalent (“CSE”) method or a hybrid approach is employed to allocate value to various classes of securities of the investee, including the class owned by us. The model involves making assumptions around the investees’ expected time to liquidity and volatility.

An increase or decrease in any of the unobservable inputs in isolation, such as the security price in a significant financing transaction of the investee, could result in a material increase or decrease in our estimate of fair value. Other unobservable inputs, including short-term revenue projections, time to liquidity, and volatility are less sensitive to the valuation in the respective reporting periods, as a result of the primary weighting on the investee’s financing transactions. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on our estimate of fair value.

We determine realized gains or losses on the sale of equity and debt securities on a specific identification method.

Grab Investment

To determine the fair value of our investment in Grab as of June 30, 2021, we utilized a hybrid approach, incorporating a CSE method along with an OPM. The CSE method assumes an if-converted scenario (for example an initial public offering (“IPO”) or a special purpose acquisition company (“SPAC”) transaction), where the OPM approach allocates equity value to individual securities within the investees’ capital structure based on contractual rights and preferences. As a result of the valuation performed, we recognized immaterial unrealized gains during the three months ended June 30, 2021 and unrealized gains of $1.3 billion during the six months ended June 30, 2021 in other comprehensive income (loss), net of tax in our condensed consolidated statement of comprehensive income (loss).

The following table summarizes information about the significant unobservable inputs used in the fair value measurement for our Grab investment as of June 30, 2021:

Fair value method

Relative weighting

Key unobservable inputs

OPM

45%

Transaction price per share

$6.16

Volatility

67%

Estimated time to liquidity

1.5 years

CSE

55%

Discount rate

25%

Estimated time to liquidity

0.5 - 1 years

Aurora Investments

On January 19, 2021, we completed the sale of our ATG Business to Aurora. As consideration for the sale of our ATG Business to Aurora, we received common stock in Aurora. Concurrently, we invested in Aurora in exchange for Aurora preferred stock. For further information, refer to Note 16 – Divestiture.

We hold one seat on Aurora’s board of directors and have the ability to hold a second seat, which, along with our common and preferred stock ownership (our “Aurora Investments”) generate significant influence. We elected to apply the fair value option to our Aurora common stock and preferred stock investments in order to provide consistency of accounting treatment to our Aurora Investments. The Aurora Investments are measured at fair value on a recurring basis with changes in fair value reflected in other income (expense), net, in the condensed consolidated statements of operations.

The fair value of the Aurora Investments as of June 30, 2021 was determined by a hybrid approach, incorporating a CSE method along with an OPM, weighted at 40% and 60%, respectively, as a result of an announced SPAC merger. The CSE method assumes an if-converted scenario (for example a SPAC), where the OPM approach allocates equity value to individual securities within the investees’ capital structure based on contractual rights and preferences. Significant unobservable inputs to the OPM were volatility of 68% and time to liquidity of 4.5 years. As a result of the valuation performed, we recognized an unrealized gain of $471 million in other income (expense), net in our condensed consolidated statement of operations during the three and six months ended June 30, 2021.

Summarized financial information for Aurora for the first quarter of 2021, the most recent period available, is as follows (in millions):


Results of Operations Data	Three Months Ended March 31, 2021
Total operating expenses	$	192
Loss from operations	(192)
Net loss	(189)


Balance Sheet Data	As of March 31, 2021
Current assets	$	952
Total assets	2,929
Current liabilities	114
Total liabilities	248
Redeemable convertible preferred stock	2,161

Financial Assets Measured at Fair Value Using Level 3 Inputs

The following table presents a reconciliation of our financial assets measured and recorded at fair value on a recurring basis as of June 30, 2021, using significant unobservable inputs (Level 3) (in millions):


	Non-marketable Debt Securities		Non-marketable Equity Securities		Note Receivables












Balance as of December 31, 2020	$	2,341	$	52	$	83
Total net gains (losses)
Included in earnings	—		454		(2)
Included in other comprehensive income (loss)	1,251		—		—
Purchases	—		1,677		—



Balance as of June 30, 2021	$	3,592	$	2,183	$	81

Assets Measured at Fair Value on a Non-Recurring Basis

Non-Financial Assets

Our non-financial assets, such as goodwill, intangible assets and property and equipment are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

Non-Marketable Equity Securities

Our non-marketable equity securities are investments in privately held companies without readily determinable fair values. The carrying value of our non-marketable equity securities are adjusted based on price changes from observable transactions of identical or similar securities of the same issuer (referred to as the measurement alternative) or for impairment. Any changes in carrying value are recorded within other income (expense), net in the condensed consolidated statements of operations. Non-marketable equity securities are classified within Level 3 in the fair value hierarchy because we estimate the fair value of these securities based on valuation methods, including the CSE and OPM methods, using the transaction price of similar securities issued by the investee adjusted for contractual rights and obligations of the securities we hold.

We did not record any realized gains or losses for our non-marketable equity securities measured at fair value on a non-recurring basis during the three and six months ended June 30, 2021.

The following is a summary of unrealized gains and losses from remeasurement (referred to as upward or downward adjustments) recorded in other income (expense), net in the condensed consolidated statements of operations, and included as adjustments to the carrying value of non-marketable equity securities (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2021		2020		2021
Upward adjustments	$	—	$	—	$	—	$	71
Downward adjustments (including impairment)	—		—		(1,690)		—
Total unrealized gain (loss) for non-marketable equity securities	$	—	$	—	$	(1,690)	$	71

The following table summarizes the total carrying value of our non-marketable equity securities measured at fair value on a non-recurring basis held, including cumulative unrealized upward and downward adjustments made to the initial cost basis of the securities (in millions):


	As of
	December 31, 2020		June 30, 2021
Initial cost basis	$	6,282	$	628
Upward adjustments	1,984		—
Downward adjustments (including impairment)	(1,690)		(36)
Total carrying value at the end of the period	$	6,576	$	592

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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