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Form 10-Q
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[x]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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eBay Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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77-0430924
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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2145 Hamilton Avenue
San Jose, California
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95125
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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[x]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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(Do not check if a smaller reporting company)
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Smaller reporting company
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[ ]
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Item 1:
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Financial Statements
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June 30,
2012 |
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December 31,
2011 |
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(In millions, except par value amounts)
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||||||
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(Unaudited)
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||||||
ASSETS
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Current assets:
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Cash and cash equivalents
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$
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4,038
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$
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4,691
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Short-term investments
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1,716
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1,238
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Accounts receivable, net
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648
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682
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Loans and interest receivable, net
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1,621
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1,501
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Funds receivable and customer accounts
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4,295
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3,968
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Other current assets
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960
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581
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Total current assets
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13,278
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12,661
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Long-term investments
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2,630
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2,453
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Property and equipment, net
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2,238
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1,986
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Goodwill
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8,417
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8,365
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Intangible assets, net
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1,272
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1,406
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Other assets
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423
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449
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Total assets
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$
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28,258
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$
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27,320
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
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Short-term debt
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$
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564
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$
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565
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Accounts payable
|
257
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282
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Funds payable and amounts due to customers
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4,295
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3,968
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Accrued expenses and other current liabilities
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1,468
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1,511
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Deferred revenue
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137
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110
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Income taxes payable
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79
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298
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Total current liabilities
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6,800
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6,734
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Deferred and other tax liabilities, net
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956
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1,073
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Long-term debt
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1,518
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1,525
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Other liabilities
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72
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|
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58
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Total liabilities
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9,346
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9,390
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Commitments and contingencies (Note 9)
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Stockholders' equity:
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|
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Common stock, $0.001 par value; 3,580 shares authoriz
ed; 1,288 a
nd 1,286 shares outstanding
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2
|
|
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2
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Additional paid-in capital
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11,545
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11,145
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Treasury stock at cost, 264 and 249 shares
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(7,750
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)
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(7,155
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)
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Retained earnings
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14,651
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13,389
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Accumulated other comprehensive income
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464
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549
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Total stockholders' equity
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18,912
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17,930
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Total liabilities and stockholders' equity
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$
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28,258
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$
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27,320
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Three Months Ended June 30,
|
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Six Months Ended June 30,
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||||||||||||
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2012
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2011
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2012
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2011
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(In millions, except per share amounts)
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(Unaudited)
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Net revenues
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$
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3,398
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$
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2,760
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$
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6,675
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$
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5,306
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Cost of net revenues
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987
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773
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1,970
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1,502
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Gross profit
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2,411
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1,987
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4,705
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3,804
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Operating expenses:
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Sales and marketing
|
717
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608
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1,394
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1,141
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Product development
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394
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297
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768
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572
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General and administrative
|
390
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392
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762
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|
685
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|
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Provision for transaction and loan losses
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131
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|
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118
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|
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265
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|
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225
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|
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Amortization of acquired intangible assets
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84
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53
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|
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168
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|
|
97
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|
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Total operating expenses
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1,716
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1,468
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3,357
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2,720
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Income from operations
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695
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519
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1,348
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1,084
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Interest and other, net
|
38
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28
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|
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69
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31
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|
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Gain (loss) on divested businesses
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118
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|
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(256
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)
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118
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(256
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)
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Income before income taxes
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851
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291
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|
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1,535
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859
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Provision for income taxes
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(159
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)
|
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(8
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)
|
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(273
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)
|
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(100
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)
|
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Net income
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$
|
692
|
|
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$
|
283
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|
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$
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1,262
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$
|
759
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Net income per share:
|
|
|
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Basic
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$
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0.54
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$
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0.22
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$
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0.98
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|
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$
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0.59
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Diluted
|
$
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0.53
|
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$
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0.22
|
|
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$
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0.96
|
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$
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0.58
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Weighted average shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
1,291
|
|
|
1,297
|
|
|
1,290
|
|
|
1,297
|
|
||||
Diluted
|
1,309
|
|
|
1,315
|
|
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1,309
|
|
|
1,317
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|
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Three Months Ended June 30,
|
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Six Months Ended June 30,
|
||||||||||||
|
2012
|
|
2011
|
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2012
|
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2011
|
||||||||
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(In millions)
|
||||||||||||||
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(Unaudited)
|
||||||||||||||
Net income
|
$
|
692
|
|
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$
|
283
|
|
|
$
|
1,262
|
|
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$
|
759
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Other comprehensive income (loss), before tax and net of reclassification adjustments:
|
|
|
|
|
|
|
|
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|
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Foreign currency translation
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(328
|
)
|
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163
|
|
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(111
|
)
|
|
517
|
|
||||
Unrealized gains (losses) on investments, net
|
(180
|
)
|
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(18
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)
|
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37
|
|
|
103
|
|
||||
Unrealized gains (losses) on hedging activities, net
|
42
|
|
|
1
|
|
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(17
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)
|
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(42
|
)
|
||||
Other comprehensive income (loss), before tax
|
(466
|
)
|
|
146
|
|
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(91
|
)
|
|
578
|
|
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Tax benefit (provision) related to items of other comprehensive income
|
66
|
|
|
7
|
|
|
6
|
|
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(38
|
)
|
||||
Other comprehensive income (loss), net tax
|
(400
|
)
|
|
153
|
|
|
(85
|
)
|
|
540
|
|
||||
Comprehensive income
|
$
|
292
|
|
|
$
|
436
|
|
|
$
|
1,177
|
|
|
$
|
1,299
|
|
|
Six Months Ended June 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
1,262
|
|
|
$
|
759
|
|
Adjustments:
|
|
|
|
||||
Provision for transaction and loan losses
|
265
|
|
|
225
|
|
||
Depreciation and amortization
|
571
|
|
|
401
|
|
||
Stock-based compensation
|
238
|
|
|
238
|
|
||
(Gain) loss on divested businesses
|
(118
|
)
|
|
256
|
|
||
Gain on acquisition of a business
|
—
|
|
|
(17
|
)
|
||
Changes in assets and liabilities, net of acquisition effects
|
(919
|
)
|
|
(380
|
)
|
||
Net cash provided by operating activities
|
1,299
|
|
|
1,482
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property and equipment, net
|
(599
|
)
|
|
(388
|
)
|
||
Changes in principal loans receivable, net
|
(155
|
)
|
|
(99
|
)
|
||
Purchases of investments
|
(1,344
|
)
|
|
(1,229
|
)
|
||
Maturities and sales of investments
|
629
|
|
|
860
|
|
||
Acquisitions, net of cash acquired
|
(133
|
)
|
|
(2,847
|
)
|
||
Proceeds from divested business, net of cash disposed
|
144
|
|
|
—
|
|
||
Other
|
(16
|
)
|
|
(102
|
)
|
||
Net cash used in investing activities
|
(1,474
|
)
|
|
(3,805
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from issuance of common stock
|
225
|
|
|
156
|
|
||
Repurchases of common stock
|
(595
|
)
|
|
(781
|
)
|
||
Excess tax benefits from stock-based compensation
|
68
|
|
|
59
|
|
||
Tax withholdings related to net share settlements of restricted stock awards and units
|
(132
|
)
|
|
(114
|
)
|
||
Net borrowings under commercial paper program
|
—
|
|
|
700
|
|
||
Repayment of acquired debt
|
—
|
|
|
(186
|
)
|
||
Funds receivable and customer accounts
|
(328
|
)
|
|
(763
|
)
|
||
Funds payable and amounts due to customers
|
328
|
|
|
763
|
|
||
Net cash (used in) provided by financing activities
|
(434
|
)
|
|
(166
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(44
|
)
|
|
178
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(653
|
)
|
|
(2,311
|
)
|
||
Cash and cash equivalents at beginning of period
|
4,691
|
|
|
5,577
|
|
||
Cash and cash equivalents at end of period
|
$
|
4,038
|
|
|
$
|
3,266
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
15
|
|
|
$
|
14
|
|
Cash paid for income taxes
|
$
|
639
|
|
|
$
|
136
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Common stock options assumed pursuant to acquisition
|
$
|
—
|
|
|
$
|
25
|
|
Note receivable from divested business
|
$
|
—
|
|
|
$
|
287
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
692
|
|
|
$
|
283
|
|
|
$
|
1,262
|
|
|
$
|
759
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares - basic
|
1,291
|
|
|
1,297
|
|
|
1,290
|
|
|
1,297
|
|
||||
Dilutive effect of equity incentive plans
|
18
|
|
|
18
|
|
|
19
|
|
|
20
|
|
||||
Weighted average common shares - diluted
|
1,309
|
|
|
1,315
|
|
|
1,309
|
|
|
1,317
|
|
||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.54
|
|
|
$
|
0.22
|
|
|
$
|
0.98
|
|
|
$
|
0.59
|
|
Diluted
|
$
|
0.53
|
|
|
$
|
0.22
|
|
|
$
|
0.96
|
|
|
$
|
0.58
|
|
Common stock equivalents excluded from income per diluted share because their effect would have been anti-dilutive
|
8
|
|
|
18
|
|
|
12
|
|
|
16
|
|
|
Six Months Ended June 30,
|
||
|
2011
|
||
Total revenues
|
$
|
5,692
|
|
Net income
|
700
|
|
|
Basic earnings per share
|
0.54
|
|
|
Diluted earnings per share
|
$
|
0.53
|
|
|
December 31,
2011 |
|
Goodwill
Acquired
|
|
Disposals
|
|
Adjustments
|
|
June 30,
2012 |
||||||||||
|
(In millions)
|
||||||||||||||||||
Reportable segments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplaces
|
$
|
4,537
|
|
|
$
|
92
|
|
|
$
|
(21
|
)
|
|
$
|
(1
|
)
|
|
$
|
4,607
|
|
Payments
|
2,515
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,515
|
|
|||||
GSI
|
1,293
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
1,275
|
|
|||||
Corporate and other
|
47
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
48
|
|
|||||
|
$
|
8,392
|
|
|
$
|
92
|
|
|
$
|
(21
|
)
|
|
$
|
(18
|
)
|
|
$
|
8,445
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Useful Life (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Useful Life (Years)
|
||||||||||||
|
(In millions, except years)
|
||||||||||||||||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer lists and user base
|
$
|
1,627
|
|
|
$
|
(865
|
)
|
|
$
|
762
|
|
|
5
|
|
$
|
1,633
|
|
|
$
|
(787
|
)
|
|
$
|
846
|
|
|
5
|
Trademarks and trade names
|
715
|
|
|
(499
|
)
|
|
216
|
|
|
5
|
|
730
|
|
|
(469
|
)
|
|
261
|
|
|
5
|
||||||
Developed technologies
|
518
|
|
|
(281
|
)
|
|
237
|
|
|
4
|
|
498
|
|
|
(249
|
)
|
|
249
|
|
|
3
|
||||||
All other
|
199
|
|
|
(142
|
)
|
|
57
|
|
|
4
|
|
182
|
|
|
(132
|
)
|
|
50
|
|
|
4
|
||||||
|
$
|
3,059
|
|
|
$
|
(1,787
|
)
|
|
$
|
1,272
|
|
|
|
|
$
|
3,043
|
|
|
$
|
(1,637
|
)
|
|
$
|
1,406
|
|
|
|
•
|
results of operations of our X.commerce initiative, which supports our businesses;
|
•
|
corporate management costs, such as human resources, finance and legal, not allocated to our segments;
|
•
|
amortization of intangible assets;
|
•
|
restructuring charges; and
|
•
|
stock based compensation expense.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In millions)
|
||||||||||||||
Net Revenue
|
|
|
|
|
|
|
|
||||||||
Marketplaces
|
|
|
|
|
|
|
|
||||||||
Net transaction revenues
|
$
|
1,491
|
|
|
$
|
1,350
|
|
|
$
|
2,916
|
|
|
$
|
2,634
|
|
Marketing services and other revenues
|
323
|
|
|
313
|
|
|
626
|
|
|
583
|
|
||||
|
1,814
|
|
|
1,663
|
|
|
3,542
|
|
|
3,217
|
|
||||
Payments
|
|
|
|
|
|
|
|
||||||||
Net transaction revenues
|
1,234
|
|
|
991
|
|
|
2,450
|
|
|
1,934
|
|
||||
Marketing services and other revenues
|
123
|
|
|
82
|
|
|
216
|
|
|
131
|
|
||||
|
1,357
|
|
|
1,073
|
|
|
2,666
|
|
|
2,065
|
|
||||
GSI
|
|
|
|
|
|
|
|
||||||||
Net transaction revenues
|
164
|
|
|
16
|
|
|
346
|
|
|
16
|
|
||||
Marketing services and other revenues
|
57
|
|
|
8
|
|
|
112
|
|
|
8
|
|
||||
|
221
|
|
|
24
|
|
|
458
|
|
|
24
|
|
||||
Corporate and other
|
|
|
|
|
|
|
|
||||||||
Marketing services and other revenues
|
10
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Elimination of inter-segment net revenue
(1)
|
(4
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Total consolidated net revenue
|
$
|
3,398
|
|
|
$
|
2,760
|
|
|
$
|
6,675
|
|
|
$
|
5,306
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
Marketplaces
|
$
|
719
|
|
|
$
|
645
|
|
|
$
|
1,388
|
|
|
$
|
1,274
|
|
Payments
|
350
|
|
|
235
|
|
|
695
|
|
|
456
|
|
||||
GSI
|
10
|
|
|
—
|
|
|
33
|
|
|
—
|
|
||||
Corporate and other
|
(384
|
)
|
|
(361
|
)
|
|
(768
|
)
|
|
(646
|
)
|
||||
Total operating income (loss)
|
$
|
695
|
|
|
$
|
519
|
|
|
$
|
1,348
|
|
|
$
|
1,084
|
|
Description
|
|
Balance as of
June 30, 2012
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
|
|
(In millions)
|
||||||||||
Assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
4,038
|
|
|
$
|
4,038
|
|
|
$
|
—
|
|
Short-term investments:
|
|
|
|
|
|
|
||||||
Restricted cash
|
|
17
|
|
|
17
|
|
|
—
|
|
|||
Corporate debt securities
|
|
990
|
|
|
—
|
|
|
990
|
|
|||
Government and agency securities
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Time deposits
|
|
92
|
|
|
—
|
|
|
92
|
|
|||
Equity instruments
|
|
616
|
|
|
616
|
|
|
—
|
|
|||
Total short-term investments
|
|
1,716
|
|
|
633
|
|
|
1,083
|
|
|||
Derivatives
|
|
96
|
|
|
—
|
|
|
96
|
|
|||
Long-term investments:
|
|
|
|
|
|
|
||||||
Corporate debt securities
|
|
2,393
|
|
|
—
|
|
|
2,393
|
|
|||
Government and agency securities
|
|
57
|
|
|
—
|
|
|
57
|
|
|||
Total long-term investments
|
|
2,450
|
|
|
—
|
|
|
2,450
|
|
|||
Total financial assets
|
|
$
|
8,300
|
|
|
$
|
4,671
|
|
|
$
|
3,629
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
39
|
|
Description
|
|
Balance as of
December 31, 2011
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
|
|
(In millions)
|
||||||||||
Assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
4,691
|
|
|
$
|
4,691
|
|
|
$
|
—
|
|
Short-term investments:
|
|
|
|
|
|
|
||||||
Restricted cash
|
|
20
|
|
|
20
|
|
|
—
|
|
|||
Corporate debt securities
|
|
448
|
|
|
—
|
|
|
448
|
|
|||
Government and agency securities
|
|
42
|
|
|
—
|
|
|
42
|
|
|||
Time deposits
|
|
82
|
|
|
—
|
|
|
82
|
|
|||
Equity instruments
|
|
646
|
|
|
646
|
|
|
—
|
|
|||
Total short-term investments
|
|
1,238
|
|
|
666
|
|
|
572
|
|
|||
Derivatives
|
|
112
|
|
|
—
|
|
|
112
|
|
|||
Long-term investments:
|
|
|
|
|
|
|
||||||
Restricted cash
|
|
1
|
|
|
1
|
|
|
—
|
|
|||
Corporate debt securities
|
|
2,186
|
|
|
—
|
|
|
2,186
|
|
|||
Government and agency securities
|
|
71
|
|
|
—
|
|
|
71
|
|
|||
Total long-term investments
|
|
2,258
|
|
|
1
|
|
|
2,257
|
|
|||
Total financial assets
|
|
$
|
8,299
|
|
|
$
|
5,358
|
|
|
$
|
2,941
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
Derivative Assets Reported in Other Current Assets
|
|
Derivative Liabilities Reported in Other Current Liabilities
|
||||||||||||
|
June 30,
2012 |
|
December 31,
2011 |
|
June 30,
2012 |
|
December 31,
2011 |
||||||||
|
(In millions)
|
||||||||||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
60
|
|
|
$
|
75
|
|
|
$
|
5
|
|
|
$
|
3
|
|
Foreign exchange contracts not designated as hedging instruments
|
24
|
|
|
29
|
|
|
34
|
|
|
57
|
|
||||
Other contracts not designated as hedging instruments
|
12
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||
Total fair value of derivative instruments
|
$
|
96
|
|
|
$
|
112
|
|
|
$
|
39
|
|
|
$
|
60
|
|
|
December 31, 2011
|
|
Amount of gain (loss)
recognized in other
comprehensive income
(effective portion)
|
|
Amount of gain (loss)
reclassified from
accumulated other
comprehensive income
to net revenue and operating expense
(effective portion)
|
|
June 30, 2012
|
||||||||
|
(In millions)
|
||||||||||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
72
|
|
|
$
|
24
|
|
|
$
|
41
|
|
|
$
|
55
|
|
|
December 31, 2010
|
|
Amount of gain (loss)
recognized in other
comprehensive income
(effective portion)
|
|
Amount of gain (loss)
reclassified from
accumulated other
comprehensive income
to net revenue and operating expense
(effective portion)
|
|
June 30, 2011
|
||||||||
|
(In millions)
|
||||||||||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
14
|
|
|
$
|
(41
|
)
|
|
$
|
2
|
|
|
$
|
(29
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In millions)
|
||||||||||||||
Foreign exchange contracts designated as cash flow hedges recognized in net revenues
|
$
|
14
|
|
|
$
|
(10
|
)
|
|
$
|
26
|
|
|
$
|
(17
|
)
|
Foreign exchange contracts designated as cash flow hedges recognized in operating expenses
|
4
|
|
|
(5
|
)
|
|
9
|
|
|
(5
|
)
|
||||
Foreign exchange contracts not designated as hedging instruments recognized in interest and other, net
|
(11
|
)
|
|
—
|
|
|
(8
|
)
|
|
(7
|
)
|
||||
Other contracts not designated as hedging instruments recognized in interest and other, net
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Total gain (loss) recognized from derivative contracts in the condensed consolidated statement of income
|
$
|
7
|
|
|
$
|
(15
|
)
|
|
$
|
31
|
|
|
$
|
(29
|
)
|
|
Coupon
|
|
Carrying Value as of
|
Effective
|
|
Carrying Value as of
|
Effective
|
|||||||
|
Rate
|
|
June 30, 2012
|
Interest Rate
|
|
December 31, 2011
|
Interest Rate
|
|||||||
|
(In millions, except percentages)
|
|||||||||||||
Long-Term Debt
|
|
|
|
|
|
|
|
|||||||
Senior notes due 2013
|
0.875
|
%
|
|
$
|
400
|
|
0.946
|
%
|
|
$
|
400
|
|
0.946
|
%
|
Senior notes due 2015
|
1.625
|
%
|
|
598
|
|
1.703
|
%
|
|
598
|
|
1.703
|
%
|
||
Senior notes due 2020
|
3.250
|
%
|
|
498
|
|
3.319
|
%
|
|
497
|
|
3.319
|
%
|
||
Total senior notes
|
|
|
1,496
|
|
|
|
1,495
|
|
|
|||||
Note payable
|
|
|
14
|
|
|
|
15
|
|
|
|||||
Capital lease obligations
|
|
|
8
|
|
|
|
15
|
|
|
|||||
Total long-term debt
|
|
|
$
|
1,518
|
|
|
|
$
|
1,525
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Short-Term Debt
|
|
|
|
|
|
|
|
|||||||
Commercial paper
|
|
|
$
|
550
|
|
|
|
$
|
550
|
|
|
|||
Note payable
|
|
|
2
|
|
|
|
2
|
|
|
|||||
Capital lease obligations
|
|
|
12
|
|
|
|
13
|
|
|
|||||
Total short-term debt
|
|
|
564
|
|
|
|
565
|
|
|
|||||
Total Debt
|
|
|
$
|
2,082
|
|
|
|
$
|
2,090
|
|
|
Gross capital lease obligations
|
$
|
21
|
|
Imputed interest
|
(1
|
)
|
|
Total present value of future minimum capital lease payments
|
$
|
20
|
|
|
Shares Repurchased
|
|
Average Price per Share
|
|
Value of Shares Repurchased
|
|
Remaining Amount Authorized
|
|||||||
|
(In millions, except per share amounts)
|
|||||||||||||
Balance at January 1, 2012
|
35
|
|
|
$
|
31.55
|
|
|
$
|
1,119
|
|
|
$
|
881
|
|
Authorization of additional plan in June 2012
|
|
|
|
|
|
|
2,000
|
|
||||||
Repurchase of common stock
|
16
|
|
|
37.16
|
|
|
595
|
|
|
(595
|
)
|
|||
Balance at June 30, 2012
|
51
|
|
|
$
|
33.30
|
|
|
$
|
1,714
|
|
|
$
|
2,286
|
|
|
Options
|
|
|
(In millions)
|
|
Outstanding at January 1, 2012
|
40
|
|
Granted and assumed
|
2
|
|
Exercised
|
(7
|
)
|
Forfeited/expired/canceled
|
(2
|
)
|
Outstanding at June 30, 2012
|
33
|
|
|
Units
|
|
|
(In millions)
|
|
Outstanding at January 1, 2012
|
40
|
|
Awarded and assumed
|
16
|
|
Vested
|
(12
|
)
|
Forfeited
|
(2
|
)
|
Outstanding at June 30, 2012
|
42
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(In millions)
|
||||||||||||||
Cost of net revenues
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
28
|
|
|
$
|
29
|
|
Sales and marketing
|
34
|
|
|
34
|
|
|
64
|
|
|
68
|
|
||||
Product development
|
37
|
|
|
34
|
|
|
67
|
|
|
65
|
|
||||
General and administrative
|
42
|
|
|
37
|
|
|
79
|
|
|
76
|
|
||||
Total stock-based compensation expense
|
$
|
127
|
|
|
$
|
119
|
|
|
$
|
238
|
|
|
$
|
238
|
|
Capitalized in product development
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
10
|
|
|
$
|
8
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Risk-free interest rate
|
0.73
|
%
|
|
1.18
|
%
|
|
0.72
|
%
|
|
1.24
|
%
|
Expected life (in years)
|
4.0
|
|
|
3.7
|
|
|
4.0
|
|
|
3.8
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
38
|
%
|
|
38
|
%
|
|
38
|
%
|
|
38
|
%
|
|
(In millions)
|
||
Gross amounts of unrecognized tax benefits as of January 1, 2012
|
$
|
286
|
|
Increases related to prior period tax positions
|
33
|
|
|
Decreases related to prior period tax positions
|
(4
|
)
|
|
Increases related to current period tax positions
|
7
|
|
|
Settlements
|
—
|
|
|
Gross amounts of unrecognized tax benefits as of June 30, 2012
|
$
|
322
|
|
|
Six Months Ended June 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Balance as of January 1
|
$
|
59
|
|
|
$
|
42
|
|
Charge-offs
|
(59
|
)
|
|
(36
|
)
|
||
Recoveries
|
5
|
|
|
4
|
|
||
Provision
|
66
|
|
|
34
|
|
||
Balance as of June 30
|
$
|
71
|
|
|
$
|
44
|
|
Item 2:
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended June 30,
|
|
Percent
|
|
Six Months Ended June 30,
|
|
Percent
|
||||||||||||||
|
2012
|
|
2011
(1)
|
|
Change
|
|
2012
|
|
2011
(1)
|
|
Change
|
||||||||||
|
(In millions, except percentage changes)
|
||||||||||||||||||||
Net Revenues by Type:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net transaction revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplaces
|
$
|
1,491
|
|
|
$
|
1,350
|
|
|
10
|
%
|
|
$
|
2,916
|
|
|
$
|
2,634
|
|
|
11
|
%
|
Payments
|
1,234
|
|
|
991
|
|
|
25
|
%
|
|
2,450
|
|
|
1,934
|
|
|
27
|
%
|
||||
GSI
|
164
|
|
|
16
|
|
|
N/A
|
|
|
346
|
|
|
16
|
|
|
N/A
|
|
||||
Total net transaction revenues
|
2,889
|
|
|
2,357
|
|
|
23
|
%
|
|
5,712
|
|
|
4,584
|
|
|
25
|
%
|
||||
Marketing services and other revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Marketplaces
|
323
|
|
|
313
|
|
|
3
|
%
|
|
626
|
|
|
583
|
|
|
7
|
%
|
||||
Payments
|
123
|
|
|
82
|
|
|
50
|
%
|
|
216
|
|
|
131
|
|
|
65
|
%
|
||||
GSI
|
57
|
|
|
8
|
|
|
N/A
|
|
|
112
|
|
|
8
|
|
|
N/A
|
|
||||
Corporate and other
|
10
|
|
|
—
|
|
|
N/A
|
|
|
16
|
|
|
—
|
|
|
N/A
|
|
||||
Total marketing services and other revenues
|
513
|
|
|
403
|
|
|
27
|
%
|
|
970
|
|
|
722
|
|
|
34
|
%
|
||||
Elimination of inter-segment net revenue
(2)
|
(4
|
)
|
|
—
|
|
|
N/A
|
|
|
(7
|
)
|
|
—
|
|
|
N/A
|
|
||||
Total net revenues
|
$
|
3,398
|
|
|
$
|
2,760
|
|
|
23
|
%
|
|
$
|
6,675
|
|
|
$
|
5,306
|
|
|
26
|
%
|
Net Revenues by Geography:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S.
|
$
|
1,611
|
|
|
$
|
1,249
|
|
|
29
|
%
|
|
$
|
3,192
|
|
|
$
|
2,390
|
|
|
34
|
%
|
International
|
1,787
|
|
|
1,511
|
|
|
18
|
%
|
|
3,483
|
|
|
2,916
|
|
|
19
|
%
|
||||
Total net revenues
|
$
|
3,398
|
|
|
$
|
2,760
|
|
|
23
|
%
|
|
$
|
6,675
|
|
|
$
|
5,306
|
|
|
26
|
%
|
|
(1)
|
Includes data for GSI since June 17, 2011 the date the acquisition of GSI was completed. Accordingly, the percent changes in GSI's revenues between the 2011 and 2012 periods are not meaningful.
|
(2)
|
Represents revenue generated between our reportable segments.
|
|
Three Months Ended June 30,
|
|
Percent
|
|
Six Months Ended June 30,
|
|
Percent
|
||||||||||||||
|
2012
|
|
2011
|
|
Change
|
|
2012
|
|
2011
|
|
Change
|
||||||||||
|
(In millions, except percentage changes)
|
||||||||||||||||||||
Supplemental Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplaces Segment:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GMV excluding vehicles
(2)
|
$
|
16,171
|
|
|
$
|
14,680
|
|
|
10
|
%
|
|
$
|
32,377
|
|
|
$
|
29,176
|
|
|
11
|
%
|
GMV vehicles only
(3)
|
$
|
2,021
|
|
|
$
|
2,238
|
|
|
(10
|
)%
|
|
$
|
3,892
|
|
|
$
|
4,288
|
|
|
(9
|
)%
|
Total GMV
(4)
|
$
|
18,192
|
|
|
$
|
16,918
|
|
|
8
|
%
|
|
$
|
36,269
|
|
|
$
|
33,464
|
|
|
8
|
%
|
Payments Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Merchant services net TPV
(5)
|
$
|
23,114
|
|
|
$
|
18,860
|
|
|
23
|
%
|
|
$
|
45,547
|
|
|
$
|
36,427
|
|
|
25
|
%
|
On eBay net TPV
(6)
|
$
|
11,337
|
|
|
$
|
9,882
|
|
|
15
|
%
|
|
$
|
22,761
|
|
|
$
|
19,677
|
|
|
16
|
%
|
Total net TPV
(7)
|
$
|
34,451
|
|
|
$
|
28,742
|
|
|
20
|
%
|
|
$
|
68,308
|
|
|
$
|
56,104
|
|
|
22
|
%
|
GSI Segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
GeC Merchandise Sales
(8)
|
$
|
674
|
|
|
$
|
76
|
|
|
787
|
%
|
|
$
|
1,389
|
|
|
$
|
76
|
|
|
1,728
|
%
|
|
(1)
|
eBay's classifieds websites and Shopping.com are not included in these metrics.
|
(2)
|
Total value of all successfully closed items between users on eBay Marketplaces trading platforms during the period, regardless of whether the buyer and seller actually consummated the transaction, excluding vehicles GMV.
|
(3)
|
Total value of all successfully closed vehicle transactions between users on eBay Marketplaces trading platforms during the period, regardless of whether the buyer and seller actually consummated the transaction.
|
(4)
|
Total value of all successfully closed items between users on eBay Marketplaces trading platforms during the period, regardless of whether the buyer and seller actually consummated the transaction.
|
(5)
|
Total dollar volume of payments, net of payment reversals, successfully completed through our Payments networks, Bill Me Later accounts and Zong during the period, excluding PayPal's payment gateway business and payments for transactions on eBay Marketplaces and GSI platforms.
|
(6)
|
Total dollar volume of payments, net of payment reversals, successfully completed through our Payments networks during the period for transactions on eBay Marketplaces and GSI platforms during the period.
|
(7)
|
Total dollar volume of payments, net of payment reversals, successfully completed through our Payments networks, Bill Me Later accounts and Zong during the period, excluding PayPal's payment gateway business.
|
(8)
|
Represents the retail value of all sales transactions, inclusive of freight charges and net of allowance for returns and discounts, which flow through the GSI ecommerce services platform, whether we record the full amount of such transaction as a product sale or a percentage of such transaction as a service fee.
|
|
Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
(In millions, except percentage changes)
|
||||||||||||||
2010
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenues
|
$
|
2,196
|
|
|
$
|
2,215
|
|
|
$
|
2,249
|
|
|
$
|
2,495
|
|
Percent change from prior quarter
|
(7
|
)%
|
|
1
|
%
|
|
2
|
%
|
|
11
|
%
|
||||
2011
(1)
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
2,546
|
|
|
$
|
2,760
|
|
|
$
|
2,966
|
|
|
$
|
3,380
|
|
Percent change from prior quarter
|
2
|
%
|
|
8
|
%
|
|
7
|
%
|
|
14
|
%
|
||||
2012
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
3,277
|
|
|
3,398
|
|
|
—
|
|
|
—
|
|
|||
Percent change from prior quarter
|
(3
|
)%
|
|
4
|
%
|
|
—
|
|
|
—
|
|
|
(1)
|
Net revenues attributable to the GSI segment are reflected from June 17, 2011 (the date the acquisition of GSI was completed).
|
|
Three Months Ended June 30,
|
|
Change from
2011 to 2012 |
|
Six Months Ended June 30,
|
|
Change from
2011 to 2012 |
||||||||||||||||||||||
|
2012
|
|
2011
(1)
|
|
in Dollars
|
|
in %
|
|
2012
|
|
2011
(1)
|
|
in Dollars
|
|
in %
|
||||||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||||||||||
Cost of net revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Marketplaces
|
$
|
310
|
|
|
$
|
304
|
|
|
$
|
6
|
|
|
2
|
%
|
|
$
|
609
|
|
|
$
|
600
|
|
|
$
|
9
|
|
|
2
|
%
|
As a percentage of total Marketplaces net revenues
|
17.1
|
%
|
|
18.3
|
%
|
|
|
|
|
|
17.2
|
%
|
|
18.6
|
%
|
|
|
|
|
||||||||||
Payments
|
525
|
|
|
457
|
|
|
68
|
|
|
15
|
%
|
|
1,040
|
|
|
890
|
|
|
150
|
|
|
17
|
%
|
||||||
As a percentage of total Payments net revenues
|
38.7
|
%
|
|
42.6
|
%
|
|
|
|
|
|
|
39.0
|
%
|
|
43.1
|
%
|
|
|
|
|
|||||||||
GSI
|
147
|
|
|
12
|
|
|
135
|
|
|
N/A
|
|
|
292
|
|
|
12
|
|
|
280
|
|
|
N/A
|
|
||||||
As a percentage of total GSI net revenues
|
66.5
|
%
|
|
52.2
|
%
|
|
|
|
|
|
63.8
|
%
|
|
52.2
|
%
|
|
|
|
|
||||||||||
Corporate and other
|
5
|
|
|
—
|
|
|
5
|
|
|
N/A
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|
N/A
|
|
||||||
Total cost of net revenues
|
$
|
987
|
|
|
$
|
773
|
|
|
$
|
214
|
|
|
28
|
%
|
|
$
|
1,970
|
|
|
$
|
1,502
|
|
|
$
|
468
|
|
|
31
|
%
|
As a percentage of net revenues
|
29.0
|
%
|
|
28.0
|
%
|
|
|
|
|
|
|
|
29.5
|
%
|
|
28.3
|
%
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Change from
2011 to 2012 |
|
Six Months Ended June 30,
|
|
Change from
2011 to 2012 |
||||||||||||||||||||||
|
2012
|
|
2011
|
|
in Dollars
|
|
in %
|
|
2012
|
|
2011
|
|
in Dollars
|
|
in %
|
||||||||||||||
|
(In millions, except percentage changes)
|
||||||||||||||||||||||||||||
Sales and marketing
|
$
|
717
|
|
|
$
|
608
|
|
|
$
|
109
|
|
|
18
|
%
|
|
$
|
1,394
|
|
|
$
|
1,141
|
|
|
$
|
253
|
|
|
22
|
%
|
Product development
|
394
|
|
|
297
|
|
|
97
|
|
|
33
|
%
|
|
768
|
|
|
572
|
|
|
196
|
|
|
34
|
%
|
||||||
General and administrative
|
390
|
|
|
392
|
|
|
(2
|
)
|
|
(1
|
)%
|
|
762
|
|
|
685
|
|
|
77
|
|
|
11
|
%
|
||||||
Provision for transaction and loan losses
|
131
|
|
|
118
|
|
|
13
|
|
|
11
|
%
|
|
265
|
|
|
225
|
|
|
40
|
|
|
18
|
%
|
||||||
Amortization of acquired intangible assets
|
84
|
|
|
53
|
|
|
31
|
|
|
58
|
%
|
|
168
|
|
|
97
|
|
|
71
|
|
|
73
|
%
|
||||||
Interest and other, net
|
38
|
|
|
28
|
|
|
10
|
|
|
36
|
%
|
|
69
|
|
|
31
|
|
|
38
|
|
|
123
|
%
|
||||||
Gain (loss) on divested business
|
118
|
|
|
(256
|
)
|
|
374
|
|
|
(146
|
)%
|
|
118
|
|
|
(256
|
)
|
|
374
|
|
|
(146
|
)%
|
||||||
Provision for income taxes
|
(159
|
)
|
|
(8
|
)
|
|
(151
|
)
|
|
1,888
|
%
|
|
(273
|
)
|
|
(100
|
)
|
|
(173
|
)
|
|
173
|
%
|
|
Six Months Ended June 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(In millions)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
1,299
|
|
|
$
|
1,482
|
|
Investing activities
|
(1,474
|
)
|
|
(3,805
|
)
|
||
Financing activities
|
(434
|
)
|
|
(166
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
(44
|
)
|
|
178
|
|
||
Net increase/(decrease) in cash and cash equivalents
|
$
|
(653
|
)
|
|
$
|
(2,311
|
)
|
Item 4:
|
Controls and Procedures
|
Item 1:
|
Legal Proceedings
|
•
|
general economic conditions, including the possibility of a prolonged period of limited economic growth or possible economic decline in the U.S. and Europe; adverse effects of the ongoing sovereign debt crisis in Europe, including increased Euro currency exchange rate volatility, the negative impact of the crisis and related austerity measures on European economic growth, potential negative spillover effects to the rest of the world, the “contagion” risk of the crisis spreading to additional countries in Europe, the possibility that one or more countries leaves the Euro zone and re-introduces its individual currency, and, in more extreme circumstances, the possible dissolution of the Euro currency; disruptions to the credit and financial markets in Europe, the U.S., and elsewhere; contractions or limited growth in consumer spending or consumer credit; and adverse economic conditions that may be specific to the Internet, ecommerce and payments industries; the primary and secondary effects of previously announced and possible future changes to our pricing, products and policies, including, among other changes, restrictions or holds on payments made to certain sellers or in connection with certain transactions; changes to our dispute resolution process; upgrades to eBay checkout services, including the introduction of a new eBay shopping cart/basket that enables buyers to add items from multiple sellers and pay in a single checkout; and changes to our fee structure, including new requirements to qualify for "eBay Trusted Seller" discounts;
|
•
|
our ability to manage the rapid shift from online commerce and payments to mobile commerce and payments;
|
•
|
our ability to improve the quality of the user experience on our websites and through mobile devices (including our customer support in the event of a problem) in light of the improved quality generally of the user experience offered by competitive merchants;
|
•
|
our ability to retain an active user base, attract new users, and encourage existing users to list items for sale, purchase items through our websites and mobile platforms, or use our payment services, especially when consumer spending is weak;
|
•
|
consumer confidence in the safety and security of transactions using our websites or technology and the effect of any changes in our practices and policies on such confidence;
|
•
|
our ability to manage the costs of and effectively implement our user protection programs;
|
•
|
our ability to comply with existing and new laws and regulations, especially those affecting our Payments business, as we expand the range and geographical scope of our products and services and as we grow larger, including those laws and regulations discussed below under the caption "If our Payments business is found to be subject to or in violation of any laws or regulations, including those governing money transmission, electronic funds transfers, money laundering, terrorist financing, sanctions, consumer protection, banking and lending, it could be subject to liability, licensure and regulatory approval and may be forced to change its business practices;"
|
•
|
new laws or regulations (such as those that may stem from the proposed Anti-Counterfeiting Trade Agreement (ACTA) and Trans-Pacific Partnership Agreement (TPP) and the proposed revisions to the European Data Directive) and interpretations of existing laws or regulations, including national court interpretations of the European Court of Justice's decision in the L'Oréal case (see “Item 1: Legal Proceedings” above), that impose liability on us for the actions of our users or otherwise harm our business models, especially as we become more actively involved in various aspects of transactions on our platforms;
|
•
|
regulatory and legal actions imposing obligations on our businesses or our users, including the injunction related to certain cosmetic and perfume brands (see “Item 1: Legal Proceedings” above);
|
•
|
the impact on PayPal or Bill Me Later of regulations enacted pursuant to new laws regulating financial institutions, including the Dodd-Frank Wall Street Reform and Consumer Protection Act in the U.S.;
|
•
|
our ability to manage the costs of compliance with existing and new laws and regulations that affect our businesses;
|
•
|
the volume, velocity, size, timing, monetization, and completion rates of transactions using our websites or technology;
|
•
|
our ability to reduce the loss of active buyers and sellers and increase activity of the users of our Marketplaces business, especially with respect to our top buyers and sellers, and increase activity of PayPal account holders, particularly in merchant services business;
|
•
|
our ability to develop product enhancements, programs, and features on different platforms and mobile devices at a reasonable cost and in a timely manner, including our initiatives to make PayPal solutions available at the retail point of sale;
|
•
|
changes to our use of advertising on our sites;
|
•
|
our ability to upgrade and develop our systems (including the migration to GSI's new technology platform), infrastructure and customer service capabilities to accommodate growth and to improve the functionality and reliability of our websites and services at a reasonable cost while maintaining 24/7 operations;
|
•
|
the actions of our competitors, including the introduction of new stores, channels, sites, applications, services, products and functionality;
|
•
|
the costs and results of litigation or regulatory actions that involve us;
|
•
|
technical difficulties or service interruptions involving our websites or services provided to us or our users by third parties;
|
•
|
our ability to manage the transaction loss rate in our Marketplaces, Payments and GSI ecommerce services businesses;
|
•
|
our ability to manage funding costs, credit risk and interest-rate risk associated with our Bill Me Later business;
|
•
|
our ability to successfully and cost-effectively integrate and manage businesses that we acquire, including GSI;
|
•
|
the amount and timing of operating costs and capital expenditures relating to the maintenance and expansion of our businesses, operations and infrastructure;
|
•
|
our ability to comply with the requirements of entities whose services are required for our operations, such as payment card networks and banks;
|
•
|
the cost and availability of traditional and online advertising, and the success of our brand building and marketing campaigns;
|
•
|
our ability to attract new personnel in a timely and effective manner and to retain key employees;
|
•
|
the continued healthy operation of our technology suppliers and other parties with which we have commercial relations;
|
•
|
continued consumer acceptance of the Internet and emerging consumer acceptance of mobile devices as a medium for ecommerce and payments in the face of increasing publicity about fraud, spoofing, phishing, viruses, spyware, malware and other dangers; and
|
•
|
macroeconomic and geopolitical events affecting commerce generally.
|
•
|
strong local competitors;
|
•
|
regulatory requirements, including regulation of Internet and mobile services, auctioneering, professional selling, distance selling, privacy and data protection, banking and money transmitting, that may limit or prevent the offering of our services in some jurisdictions, prevent enforceable agreements between sellers and buyers, prohibit the listing of certain categories of goods, require product changes, require special licensure, subject us to various taxes, penalties or audits, or limit the transfer of information between us and our affiliates;
|
•
|
customs and duties, including the possibility of significant delays at the border and the possibility that our services may be viewed as facilitating customs fraud;
|
•
|
greater liability or legal uncertainty regarding our liability for the listings and other content provided by our users, including uncertainty as a result of legal systems that are less developed with respect to the Internet, unique local laws, conflicting court decisions and lack of clear precedent or applicable law;
|
•
|
risks associated with cross-border transactions, including those described under the risk factor caption "Any factors that reduce cross-border trade could harm our business," above;
|
•
|
potentially higher incidence of fraud and corruption and higher credit and transaction loss risks;
|
•
|
cultural ambivalence towards, or non-acceptance of, trading or payments over the Internet or through mobile devices;
|
•
|
laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses;
|
•
|
difficulties in integrating with local payment providers, including banks, credit and debit card networks and electronic fund transfer systems;
|
•
|
differing levels of retail distribution, shipping and Internet and mobile infrastructures;
|
•
|
different employee/employer relationships and labor laws, and the existence of workers' councils and labor unions;
|
•
|
difficulties in staffing and managing foreign operations;
|
•
|
challenges associated with joint venture relationships and minority investments, including dependence on our joint venture partners;
|
•
|
difficulties in implementing and maintaining adequate internal controls;
|
•
|
longer payment cycles, different accounting practices and greater problems in collecting accounts receivable;
|
•
|
potentially adverse tax consequences, including local taxation of our fees or of transactions on our websites;
|
•
|
higher Internet service provider costs;
|
•
|
differing intellectual property laws;
|
•
|
different and more stringent user protection, data protection, privacy and other laws;
|
•
|
seasonal reductions in business activity;
|
•
|
expenses associated with localizing our products and services, including offering customers the ability to transact business in the local currency and adapting our products and services to local preferences (e.g., payment methods) with which we may have limited or no experience;
|
•
|
foreign exchange rate fluctuations;
|
•
|
our ability to repatriate funds from abroad without adverse tax consequences;
|
•
|
the possibility that foreign governments may impose currency controls or other restrictions on the repatriation of funds;
|
•
|
volatility in a specific country's or region's political, economic or military conditions (e.g., in South Korea relating to its disputes with North Korea);
|
•
|
challenges associated with maintaining relationships with local law enforcement and related agencies.
|
•
|
the need to integrate the operations, systems (including accounting, management, information, human resource and other administrative systems), technologies, products and personnel of each acquired company, which is itself an inherently risky process; the inefficiencies and lack of control that may result if such integration is delayed or not implemented; and unforeseen difficulties and expenditures that may arise in connection with integration;
|
•
|
diversion of management time, as well as a shift of focus from operating the businesses to issues related to integration and administration, particularly given the number, size and varying scope of our recent acquisitions;
|
•
|
declining employee morale and retention issues resulting from changes in, or acceleration of, compensation, or changes in management, reporting relationships, future prospects, or the direction of the business;
|
•
|
the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies;
|
•
|
risks associated with our expansion into new international markets and doing business internationally, including those described under the risk factor caption "There are many risks associated with our international operations" above;
|
•
|
difficulties in entering new markets where we have no or limited direct prior experience or where competitors may have stronger market positions;
|
•
|
in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;
|
•
|
the potential loss of key customers, vendors and other business partners of the companies we acquire following and continuing after announcement of our acquisition plans;
|
•
|
in some cases, the need to transition operations, users and customers onto our existing or new platforms;
|
•
|
liability for activities of the acquired company before the acquisition, including intellectual property and other litigation claims or disputes, violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities;
|
•
|
the acquisition of new customer and employee personal information, in and of itself, may require regulatory approval and or additional controls, policies and procedures and subject us to additional exposure; and
|
•
|
for investments in which an investee's financial performance is incorporated into our financial results, either in full or in part, the dependence on the investee's accounting, financial reporting and similar systems, controls and processes.
|
•
|
ability to attract, retain and engage buyers and sellers;
|
•
|
volume of transactions and price and selection of goods;
|
•
|
trust in the seller and the transaction;
|
•
|
customer service; and
|
•
|
brand recognition.
|
•
|
community cohesion, interaction and size;
|
•
|
website ease-of-use and accessibility;
|
•
|
system reliability;
|
•
|
reliability of delivery and payment;
|
•
|
level of service fees; and
|
•
|
quality of search tools.
|
•
|
payment card processors that offer their services to online merchants and multi-channel merchants, including American Express, Chase Paymentech, First Data, Wells Fargo, WorldPay, Barclays Merchant Services, Global Payments, Inc., Square and Stripe, and payment gateways, including CyberSource and Authorize.net (both owned by Visa), Braintree and First Data;
|
•
|
money remitters such as MoneyGram, Western Union, Global Payments, Inc. and Euronet;
|
•
|
bill payment services, including CheckFree, a subsidiary of Fiserv;
|
•
|
processors that provide online merchants the ability to offer their customers the option of paying for purchases from their bank account or paying on credit, including ClearXchange (a joint venture among Wells Fargo, Bank of America and JP Morgan Chase), Western Union's WU Pay, Dwolla, Acculynk, TeleCheck (a subsidiary of First Data), iDEAL in the Netherlands, Sofortuberweisung in Germany and the recently-announced MyBank pan-European initiative;
|
•
|
providers of “digital wallet” services that offer customers the ability to pay online or on mobile devices through a variety of payment methods, including the new V.me announced by Visa, American Express's Serve and Google Wallet;
|
•
|
providers of traditional payment methods, particularly credit cards, checks, money orders and Automated Clearing House transactions;
|
•
|
issuers of stored value targeted at online payments, including VisaBuxx, NetSpend, Green Dot, PayNearMe and UKash;
|
•
|
mobile payments, including ISIS, Buyster, Mpass, O2 Money, Project Oscar, Boku, Venmo and Crandy, many of which are owned by or supported by major mobile carriers;
|
•
|
Amazon Payments, which offers merchants the ability to accept credit card- and bank-funded payments from Amazon's base of online and mobile customers on the merchant's own website;
|
•
|
Google Checkout, which has been integrated into the Google Wallet service and which enables the online and mobile payment of merchants using credit cards;
|
•
|
AliPay, an online payment services provider which operates primarily in China but has announced plans to expand internationally;
|
•
|
Other providers of online account-based payments, such as Skrill (formerly known as MoneyBookers), ClickandBuy (owned by Deutsche Telekom), Barclays Pingit and Kwixo (primarily in the EU), Paymate and Visa PayClick in Australia;
|
•
|
payment services targeting users of social networks and online gaming, including PlaySpan (which Visa has
|
•
|
payment services enabling banks to offer their online banking customers the ability to send and receive payments through their bank account, including ZashPay from Fiserv and Popmoney from CashEdge, both of which have announced collaboration agreements with Visa (CashEdge has been acquired by Fiserv); and
|
•
|
online shopping services that provide special offers linked to a specific payment provider, such as Visa's RightCliq, MasterCard MarketPlace, TrialPay and Tapjoy.
|
•
|
ability to attract, retain and engage both buyers and sellers with relatively low marketing expense;
|
•
|
ability to show that sellers will achieve incremental sales by offering PayPal;
|
•
|
security of transactions and the ability for buyers to use PayPal without sharing their financial information with the seller;
|
•
|
low fees and simplicity of fee structure;
|
•
|
ability to develop services across multiple commerce channels, including mobile payments and payments at the physical point of sale;
|
•
|
trust in PayPal's dispute resolution and buyer and seller protection programs;
|
•
|
customer service; and
|
•
|
brand recognition.
|
•
|
website and onboarding ease-of-use and accessibility;
|
•
|
system reliability;
|
•
|
data security; and
|
•
|
quality of developer tools such as our Application Programming Interfaces and Software Development Kits.
|
•
|
offering the choice of a complete integrated solution or a component-based solution;
|
•
|
promoting the client's brand and business, rather than our own;
|
•
|
providing scale and operating leverage with an enterprise focus;
|
•
|
establishing a commitment to invest in and enhance our platform; and
|
•
|
aligning our financial interests with those of our clients.
|
•
|
offering digital marketing solutions that are integrated with our ecommerce services platform, which we believe provides a more strategic, cohesive and optimized approach to growing ecommerce businesses; and
|
•
|
providing services that utilize proprietary technology to promote stronger customer engagement designed to increase clients' return on investment.
|
•
|
Customer Account Billing
. Our revenues depend on prompt and accurate billing processes. Our failure to grow our transaction-processing capabilities to accommodate the increasing number of transactions that must be billed on our and our subsidiaries' websites would harm our business and our ability to collect revenue.
|
•
|
Customer Service
. We continue to focus on providing better and more efficient customer support to our users. We intend to provide an increased level of support (including an increasing amount of telephone support) in a cost-effective manner. If we are unable to provide customer support in a cost-effective manner, users of our websites may have negative experiences, current and future revenues could suffer, our costs may increase and our operating margins may decrease.
|
•
|
we will be required to use cash to pay the principal of and interest on our indebtedness;
|
•
|
our indebtedness and leverage may increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
|
•
|
our ability to obtain additional financing for working capital, capital expenditures, acquisitions, share repurchases and other general corporate and other purposes may be limited; and
|
•
|
our flexibility in planning for, or reacting to, changes in our business and our industry may be limited.
|
•
|
repatriate funds at substantial tax cost;
|
•
|
seek additional financing in the debt or equity markets;
|
•
|
refinance or restructure all or a portion of our indebtedness;
|
•
|
sell selected assets;
|
•
|
reduce or delay planned capital expenditures; or
|
•
|
reduce or delay planned operating expenditures.
|
•
|
the possibility of environmental contamination and the costs associated with fixing any environmental problems;
|
•
|
disruptions to our operations resulting from possible natural disasters, interruptions in utilities and similar events;
|
•
|
adverse changes in the value of these properties due to interest rate changes, changes in the commercial property markets, or other factors;
|
•
|
the possible need for structural improvements in order to comply with zoning, seismic, disability law, or other requirements; and
|
•
|
possible disputes with tenants, neighboring owners, or others.
|
Item 2:
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period Ended
|
|
Total Number of
Shares Purchased |
|
Average Price Paid
per Share |
|
Total Number of
Shares Purchased as Part of Publicly Announced Programs |
|
Maximum Dollar
Value that May Yet be Purchased Under the Programs (1) |
||||||
April 30, 2012
|
|
1,188,300
|
|
|
$
|
39.64
|
|
|
1,188,300
|
|
|
$
|
593,507,940
|
|
May 31, 2012
|
|
6,404,090
|
|
|
$
|
39.49
|
|
|
6,404,090
|
|
|
$
|
340,611,522
|
|
June 30, 2012
|
|
1,407,610
|
|
|
$
|
38.82
|
|
|
1,407,610
|
|
|
$
|
2,285,961,949
|
|
|
|
9,000,000
|
|
|
|
|
9,000,000
|
|
|
|
|
(1)
|
In September 2010, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to
$2 billion
of our common stock, with no expiration from the date of authorization. In June 2012, our Board authorized an additional stock repurchase program that provides for the repurchase of up to an additional
$2 billion
of our common stock, with no expiration from the date of authorization. These stock repurchase programs are intended to offset the impact of dilution from our equity compensation programs. During the
six
months ended
June 30, 2012
, we repurchased approximately
$595 million
of our common stock under our stock repurchase programs at an average price of
$37.16
per share. As of
June 30, 2012
, approximately
$2.3 billion
remained available for further purchases of our common stock under our stock repurchase programs.
|
Item 3:
|
Defaults Upon Senior Securities
|
Item 4:
|
Mine Safety Disclosures
|
Item 5:
|
Other Information
|
Item 6:
|
Exhibits
|
Exhibit 3.01*
|
|
Amended and Restated Certificate of Incorporation of Registrant.
|
Exhibit 3.02*
|
|
Amended and Restated Bylaws of Registrant.
|
Exhibit 10.01+
|
|
Amendment to Registrant's 2003 Deferred Stock Unit Plan, effective April 2, 2012.
|
Exhibit 10.02+
|
|
Amendment to GSI Commerce, Inc. 2010 Equity Incentive Plan, effective April 2, 2012.
|
Exhibit 10.03+
|
|
Amendment to eBay Incentive Plan, effective April 2, 2012.
|
Exhibit 10.04+
|
|
Amendment to GSI Commerce, Inc. Leadership Team Incentive Plan, effective April 2, 2012.
|
Exhibit 10.05+
|
|
Form of Restricted Stock Unit Award Agreement (and Performance-Based Restricted Stock Unit Award Agreement) under Registrant's 2003 Deferred Stock Unit Plan, Registrant's 2008 Equity Incentive Award Plan and GSI Commerce, Inc. 2010 Equity Incentive Plan.
|
Exhibit 10.06+
|
|
Form of Restricted Stock Unit Award Agreement (with Modified Vesting) under Registrant's 2008 Equity Incentive Award Plan.
|
Exhibit 10.07+
|
|
Form of Restricted Stock Unit Award Agreement GSI Commerce, Inc. 2010 Equity Incentive Plan.
|
Exhibit 10.08+
|
|
Form of Stock Option Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
Exhibit 10.09+
|
|
Form of Stock Option Agreement (with Modified Vesting) under Registrant's 2008 Equity Incentive Award Plan.
|
Exhibit 10.10+
|
|
Form of Performance Share Unit Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
Exhibit 10.11+
|
|
Form of Director Award Agreement under Registrant's 2003 Deferred Stock Unit Plan.
|
Exhibit 10.12+
|
|
Form of Electing Director Award Agreement under Registrant's 2003 Deferred Stock Unit Plan.
|
Exhibit 10.13+
|
|
Form of New Director Award Agreement under Registrant's 2003 Deferred Stock Unit Plan.
|
Exhibit 10.14+
|
|
Form of Director Deferred Stock Unit Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
Exhibit 12.01
|
|
Statement regarding computation of ratio of earnings to fixed charges.
|
Exhibit 31.01
|
|
Certification of Registrant's Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
Exhibit 31.02
|
|
Certification of Registrant's Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
Exhibit 32.01
|
|
Certification of Registrant's Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
Exhibit 32.02
|
|
Certification of Registrant's Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
eBay Inc.
|
|
|
|
Principal Executive Officer:
|
|
|
|
|
|
|
|
By:
|
/s/ John J. Donahoe
|
|
|
|
John J. Donahoe
|
|
|
|
President and Chief Executive Officer
|
Date:
|
July 18, 2012
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
|
|
|
By:
|
/s/ Robert H. Swan
|
|
|
|
Robert H. Swan
|
|
|
|
Senior Vice President, Finance and Chief Financial Officer
|
Date:
|
July 18, 2012
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
|
|
|
By:
|
/s/ Brian J. Doerger
|
|
|
|
Brian J. Doerger
|
|
|
|
Vice President, Chief Accounting Officer
|
Date:
|
July 18, 2012
|
|
|
Exhibit 3.01*
|
|
Amended and Restated Certificate of Incorporation of Registrant.
|
Exhibit 3.02*
|
|
Amended and Restated Bylaws of Registrant.
|
Exhibit 10.01+
|
|
Amendment to Registrant's 2003 Deferred Stock Unit Plan, effective April 2, 2012.
|
Exhibit 10.02+
|
|
Amendment to GSI Commerce, Inc. 2010 Equity Incentive Plan, effective April 2, 2012.
|
Exhibit 10.03+
|
|
Amendment to eBay Incentive Plan, effective April 2, 2012.
|
Exhibit 10.04+
|
|
Amendment to GSI Commerce, Inc. Leadership Team Incentive Plan, effective April 2, 2012.
|
Exhibit 10.05+
|
|
Form of Restricted Stock Unit Award Agreement (and Performance-Based Restricted Stock Unit Award Agreement) under Registrant's 2003 Deferred Stock Unit Plan, Registrant's 2008 Equity Incentive Award Plan and GSI Commerce, Inc. 2010 Equity Incentive Plan.
|
Exhibit 10.06+
|
|
Form of Restricted Stock Unit Award Agreement (with Modified Vesting) under Registrant's 2008 Equity Incentive Award Plan.
|
Exhibit 10.07+
|
|
Form of Restricted Stock Unit Award Agreement GSI Commerce, Inc. 2010 Equity Incentive Plan.
|
Exhibit 10.08+
|
|
Form of Stock Option Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
Exhibit 10.09+
|
|
Form of Stock Option Agreement (with Modified Vesting) under Registrant's 2008 Equity Incentive Award Plan.
|
Exhibit 10.10+
|
|
Form of Performance Share Unit Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
Exhibit 10.11+
|
|
Form of Director Award Agreement under Registrant's 2003 Deferred Stock Unit Plan.
|
Exhibit 10.12+
|
|
Form of Electing Director Award Agreement under Registrant's 2003 Deferred Stock Unit Plan.
|
Exhibit 10.13+
|
|
Form of New Director Award Agreement under Registrant's 2003 Deferred Stock Unit Plan.
|
Exhibit 10.14+
|
|
Form of Director Deferred Stock Unit Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
Exhibit 12.01
|
|
Statement regarding computation of ratio of earnings to fixed charges.
|
Exhibit 31.01
|
|
Certification of Registrant's Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
Exhibit 31.02
|
|
Certification of Registrant's Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
Exhibit 32.01
|
|
Certification of Registrant's Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
Exhibit 32.02
|
|
Certification of Registrant's Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
[INSERT NAME]
|
Award Number:
|
[INSERT NUMBER]
|
[INSERT ADDRESS]
|
Plan:
|
2008
|
[INSERT ADDRESS]
|
Type:
|
RSU
|
Shares
|
|
Full Vest
|
%% SHARES
|
|
%% VEST DATE
|
%% SHARES
|
|
%% VEST DATE
|
%% SHARES
|
|
%% VEST DATE
|
%% SHARES
|
|
%% VEST DATE
|
/s/ John Donahoe
|
|
GRANT_DATE
|
eBay Inc.
|
|
Date
|
|
|
|
|
|
|
FIRST_NAME LAST_NAME, Participant
|
|
Date
|
(i)
|
withholding a net number of otherwise issuable vested Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and/or the Employer based on the applicable minimum statutory withholding amounts or other applicable withholding rates; and/or
|
(ii)
|
arranging for the Company-designated broker to sell on the market a portion of the otherwise issuable vested Shares that have an aggregate market value sufficient to pay the Tax-Related Items (a “
Sell to Cover
”), on Participant's behalf and at Participant's direction pursuant to this authorization; and/or
|
(iii)
|
withholding from Participant's wages or other cash compensation paid to Participant by the Company and/or the Employer; and/or
|
(iv)
|
requiring Participant to make a payment in cash (or cash equivalent) to the Company or the Employer;
|
|
|
|
|
|
|
[INSERT NAME]
|
Award Number:
|
[INSERT NUMBER]
|
[INSERT ADDRESS]
|
Plan:
|
2008
|
[INSERT ADDRESS]
|
Type:
|
RSU
|
|
|
|
Shares
|
|
Full Vest
|
[INSERT SHARES]
|
|
[INSERT DATE]
|
[INSERT SHARES]
|
|
[INSERT DATE]
|
[INSERT SHARES]
|
|
[INSERT DATE]
|
[INSERT SHARES]
|
|
[INSERT DATE]
|
Date of Termination of Service
|
Period Over Which RSUs Continue to Become Vested
|
[INSERT DATE]
|
[INSERT PERIOD]
|
[INSERT DATE]
|
[INSERT PERIOD]
|
|
|
|
|
|
eBay Inc.
|
|
|
Date
|
|
|
|
|
|
|
[INSERT NAME]
|
|
|
Date
|
|
(i)
|
withholding a net number of otherwise issuable vested Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and/or the Employer based on the applicable minimum statutory withholding amounts or other applicable withholding rates; and/or
|
(ii)
|
arranging for the Company-designated broker to sell on the market a portion of the otherwise issuable vested Shares that have an aggregate market value sufficient to pay the Tax-Related Items (a “
Sell to Cover
”), on Participant’s behalf and at Participant’s direction pursuant to this authorization; and/or
|
(iii)
|
withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; and/or
|
(iv)
|
requiring Participant to make a payment in cash (or cash equivalent) to the Company or the Employer;
|
(i)
|
by cash or check made payable to the Company;
|
(ii)
|
by the deduction of such amount from any compensation payable to Participant by the Company and/or a Subsidiary;
|
(iii)
|
in the sole discretion of the Company, by requesting that the Company withhold a net number of otherwise issuable vested Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal, state and local income tax and payroll tax purposes; or
|
(iv)
|
in any combination of the foregoing.
|
|
|
|
|
|
|
|
|
|
|
[INSERT NAME]
|
|
Option Number:
|
[INSERT NUMBER]
|
|
[INSERT ADDRESS]
|
|
Plan:
|
2008
|
|
[INSERT ADDRESS]
|
|
Type:
|
NQ
|
|
|
|
|
|
|
Shares
|
Vest Type
|
Vest Date
|
Expiration
|
[INSERT]
|
On Vest Date
|
[INSERT]
|
[INSERT]
|
[INSERT]
|
Monthly
|
[INSERT]
|
[INSERT]
|
|
|
|
|
|
|
|
eBay Inc.
|
|
Date
|
|
|
|
[INSERT NAME]
|
|
Date
|
Date of Termination of Service
|
Period Over Which Option Continues to Become Vested and Exercisable
|
[INSERT DATE]
|
[INSERT PERIOD]
|
[INSERT DATE]
|
[INSERT PERIOD]
|
Date of Termination of Service
|
Anniversary of Termination of Service Upon Which Option Expires or, if Earlier, Expiration of Full Term of Option
|
[INSERT DATE]
|
[INSERT ANNIVERSARY]
|
[INSERT DATE]
|
[INSERT ANNIVERSARY]
|
|
|
|
|
|
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[NAME]
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Award Number:
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[INSERT NUMBER]
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[ADDRESS]
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Plan:
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2008
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[ADDRESS]
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Type:
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PSU
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Shares
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Full Vest
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INSERT SHARES
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INSERT DATE
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INSERT SHARES
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INSERT DATE
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INSERT SHARES
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INSERT DATE
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INSERT SHARES
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INSERT DATE
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eBay Inc.
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Date
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[INSERT NAME]
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Date
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(i)
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withholding a net number of otherwise issuable vested Shares having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and/or the Employer based on the applicable minimum statutory withholding amounts or other applicable withholding rates; and/or
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(ii)
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arranging for the Company-designated broker to sell on the market a portion of the otherwise issuable vested Shares that have an aggregate market value sufficient to pay the Tax-Related Items (a “
Sell to Cover
”), on Participant’s behalf and at Participant’s direction pursuant to this authorization; and/or
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(iii)
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withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; and/or
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(iv)
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requiring Participant to make a payment in cash (or cash equivalent) to the Company or the Employer;
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(i)
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the PSUs and any Shares subject to the PSUs are not part of normal or expected compensation or salary for any purpose; and
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(ii)
|
neither the Company, the Employer, nor any Subsidiary will be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States dollar that may affect the value of the PSUs or any amounts due to Participant pursuant to the vesting of the PSUs or the subsequent sale of any Shares acquired under the Plan.
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eBay Inc.
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By
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Name:
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Title:
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Recipient:
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Number of DSUs:
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Date of Grant:
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Delivery Date:
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Termination of service as a Director of the Company for any reason.
|
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Also, I understand that DSUs may be delivered to me prior to such time pursuant to the terms of the Plan and this Agreement.
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Participant Signature
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eBay Inc.
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||
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By
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Name:
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Title:
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Recipient:
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Number of DSUs:
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Date of Grant:
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Delivery Date:
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Termination of service as a Director of the Company for any reason.
|
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Also, I understand that DSUs may be delivered to me prior to such time pursuant to the terms of the Plan and this Agreement.
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Participant Signature
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eBay Inc.
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||
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||
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By
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Name:
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Title:
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Recipient:
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Number of DSUs:
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Date of Grant:
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Delivery Date:
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Termination of service as a Director of the Company for any reason.
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Also, I understand that DSUs may be delivered to me prior to such time pursuant to the terms of the Plan and this Agreement.
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Participant Signature
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eBay Inc.
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||
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By
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Name:
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Title:
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Recipient:
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Number of DSUs:
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Date of Grant:
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Participant Signature
|
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Six Months Ended June 30,
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||||||
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2012
|
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2011
|
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||||
Income Before Income Taxes, Noncontrolling Interest and Income/Loss of Equity Method Investees
|
$
|
1,550
|
|
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$
|
874
|
|
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Add: Fixed Charges
(1)
|
46
|
|
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37
|
|
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||
Earnings
(2)
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$
|
1,596
|
|
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$
|
911
|
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Fixed Charges
(1)
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$
|
46
|
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$
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37
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Ratio of Earnings to Fixed Charges
|
34.7
|
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x
|
24.6
|
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x
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(1)
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Fixed Charges consist of interest expense and our estimate of an appropriate portion of rentals representative of the interest factor. The estimate of interest within rental expense is estimated to be one-third of rental expense.
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(2)
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Earnings consist of income before income taxes, noncontrolling interest and equity in income or losses of equity-method investees plus Fixed Charges.
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/s/
John J. Donahoe
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John J. Donahoe
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President and Chief Executive Officer
|
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(Principal Executive Officer)
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/s/
Robert H. Swan
|
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Robert H. Swan
|
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Senior Vice President, Finance and Chief Financial Officer
|
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(Principal Financial Officer)
|
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/s/
John J. Donahoe
|
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John J. Donahoe
|
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President and Chief Executive Officer
|
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(Principal Executive Officer)
|
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/s/
Robert H. Swan
|
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Robert H. Swan
|
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Senior Vice President, Finance and Chief Financial Officer
|
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(Principal Financial Officer)
|