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[x]
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ANNUAL 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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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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2065 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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Title of each class
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Name of exchange on which registered
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Common stock
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The Nasdaq Global Select Market
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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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Class
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Outstanding as of February 2, 2015
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Common Stock, $0.001 par value per share
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1,210,046,829 shares
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Page
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Part I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Part II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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Part III
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||
Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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Part IV
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Item 15.
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Exhibits and Financial Statement Schedules
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•
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By listing format: Merchants and individuals can choose to list their products and services through fixed price listings or an auction-style format on our core Marketplaces platform.
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◦
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Our fixed price format on eBay.com allows buyers and sellers to close transactions at a pre-determined price set by the seller. Sellers are also able to signal that they would be willing to close the transaction at a lower price through the Best Offer feature.
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◦
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Our auction-style format allows a seller to select a minimum price for opening bids.
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◦
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Our classifieds websites have listings in over 1,500 cities around the world and are designed to help people list their products and services generally for free and then trade at a local level. Our classifieds websites include alaMaula, BilBasen, dba.dk, eBay Classifieds (eBay Classifieds, eBay Kleinanzeigen and eBay Annunci), Gumtree, Kijiji, iBazar, 2dehands.be, 2ememain.be, LoQUo, Marktplaats.nl and mobile.de.
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•
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By item condition: Merchants and sellers can list, and consumers can search for and buy, items that are new, refurbished and used, common and rare items and branded and unbranded products on our core Marketplaces platform.
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•
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By delivery format: Consumers can have items shipped to them through shipping options offered by the seller and selected by the buyer on our core Marketplaces platform. For certain items purchased from certain retailers, consumers can pick up items they purchased online or through mobile devices in one of the retailer’s physical stores (which we refer to as in store pickup). This brings more choice for buyers and sellers around delivery cost and convenience.
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•
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eBay Enterprise Retail Order Management solution provides clients with a reliable and scalable Platform-as-a-Service model to manage orders received from multiple brands, sites and customer touch points. It optimizes order distribution, determines the most efficient source for order fulfillment and includes an extensive set of reporting/ business intelligence capabilities. The solution provides tight orchestration across the entire technology value chain, spanning several key areas: distributed order management, omnichannel inventory management, and reporting. Whether delivered as part of a fully integrated eBay Enterprise commerce solution, or as a standalone integrated to third party storefronts, eBay Enterprise Retail Order Management provides a powerful foundation for omnichannel success. Optional modules include store fulfillment and payments. It is flexible to use other third-party webstores and is pre-integrated for easy combination with Magento Enterprise Edition.
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•
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eBay Enterprise Payment and Protection module is an optional, end-to-end payment solution that can be seamlessly integrated with eBay Enterprise Retail Order Management solution. The eBay Enterprise payments infrastructure provides a robust online payment processing engine with capabilities including price, tax and shipping calculations, address verification, order review, fraud prevention, credit card authorization, settlement and alternative payment processing, and permits payment using PayPal as well as private label credit cards, gift cards and online gift certificates.
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•
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eBay Enterprise Store Fulfillment solutions provide modular, cloud-based Software-as-a-Service Ship-from Store, In-Store Pickup and Ship-to Store capabilities that gives provides retailers full visibility into inventory across stores, distribution centers, and even suppliers so they can deliver goods at the best possible speed and cost while preserving the best possible margin. This solution has been shown to increase sales, enhance the consumer experience and improve customer retention rates.
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•
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eBay Enterprise Retail Associate Platform is a modular mobile-based platform that brings data and commerce together into a powerful toolset. Designed to increase in-store sales through better consumer engagement, the Retail Associate Platform offers a variety of different modules - commerce, customer, product, and omnichannel fulfillment - which retailers can choose from to both increase top line revenue and decrease bottom line costs. The platform is completely open and can connect to existing retail system implementations. This flexible architecture, combined with a mobile interface developed by some of the industry’s leading mobile developers, allows retailers to create a world class in-store engagement capability at a fraction of the cost and time it takes to deploy other solutions or to build themselves.
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•
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eBay Enterprise Fulfillment and Freight solutions provide retailers and brands with scalable, market leading direct to consumer fulfillment with seven campuses across U.S., Canada and Europe with more than 6.5 million effective square footage of fulfillment space and an additional five fulfillment campuses with more than 2.1 million effective square footage of fulfillment space in Europe and China through its partnerships with FEIGE and FireSwirl. eBay Enterprise Fulfillment and Freight solutions provide scalability, operational efficiency and cost efficiencies that retailers can’t achieve on their own. The solution includes regional or central distribution models, warehouse management systems, inbound and outbound logistics, returns processing, value added services like custom packaging, personalization, gifting and assembly, as well as food grade and continuity fulfillment. eBay Enterprise can ship to 60+ countries and also provides freight solutions to ensure faster delivery at a lower cost. A proprietary freight solution - ShipQuik - gets orders to consumers faster by reducing time in transit from the fulfillment center to the consumer.
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eBay Enterprise Customer Service: eBay Enterprise provides branded customer care services for commerce via telephone, IVR, live chat, email, and social support through three call centers and a network of customer support agents in the U.S., plus an additional call center in the U.K. The eBay Enterprise customer care platform combines proprietary and third-party technologies, including automatic call distribution, computer telephony integration, interactive voice response, email, workforce management, voice recording/monitoring, and customer relationship management systems. The U.K. call center offers customer care in nine languages. In addition, eBay Enterprise has a call center in China through its Fireswirl partnership. eBay Enterprise call center operations utilize business intelligence to optimize service, sales, agent and cost efficiencies as well as revenue enhancing services to help drive retail revenue through customer service interactions.
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•
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eBay Enterprise Marketing Solutions includes a suite of demand generation capabilities including: affiliate marketing; attribution; database and CRM; email & mobile marketing; online advertising display targeting. In 2015, eBay Enterprise will launch its Commerce Marketing Platform, a suite of cloud-based marketing solutions that enables marketers to plan and execute a consumer's entire journey while determining the most relevant offers and channel selections. Designed and built from the ground up in partnership with FICO, a leading predictive analytics and decision management software company, the platform combines commerce insights powered by data and best-in-class demand generation technologies of eBay Enterprise in combination with FICO’s powerful analytics applications to optimize the relevance and value of each individual customer’s purchasing journey.
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eBay Enterprise Agency Services offers full-service digital marketing specializing in analytics and optimization; creative services; studio services; media services; search engine marketing; user experience design and usability research. The agency operates three state-of-the-art testing facilities-in New York City, Philadelphia and Silicon Valley-each equipped with tablet/mobile device testing capabilities and eye tracking technology. The agency also operates three in-house studios in New York City, Pennsylvania and its Kentucky fulfillment center. Enterprise’s flexible model can also implement and staff a pop-up studio at a client location or third-party fulfillment center.
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ability to attract, retain and engage buyers and sellers and user engagement;
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•
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volume of transactions and price and selection of goods;
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•
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trust in the seller and the transaction;
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•
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customer service;
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•
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brand recognition;
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community cohesion, interaction and size;
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website, mobile platform and application ease-of-use and accessibility;
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•
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system reliability;
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reliability of delivery and payment, including customer preference for fast delivery and free shipping and returns;
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level of service fees; and
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quality of search tools.
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paper-based transactions (principally cash and checks);
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providers of traditional payment methods, particularly credit and debit cards, money orders, and Automated Clearing House transactions (these providers are primarily well-established banks);
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•
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providers of “digital wallets” which offer customers the ability to pay online and/or on mobile devices through a variety of payment methods, including with mobile applications, through contactless payments, and with a variety of payment methods (these providers include Visa, MasterCard, American Express and the Merchant Customer Exchange (“MCX” initiative supported by Wal-Mart, Target and other major U.S. retailers));
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•
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providers of mobile payments solutions that use Visa, American Express and MasterCard’s tokenized card data approaches and Near Field Communication (NFC) functionality, such as Apple’s mobile Apple Pay, and Google’s Android solution, that uses Host Based Card Emulation (HCE) functionality to eliminate the need for a physical NFC card in the device;
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payment-card processors that offer their services to merchants, including Chase Paymentech, First Data, Bank of America Merchant Services, Elavon, Vantiv, WorldPay, Barclays Merchant Services, Global Payments, Inc., Stripe and Balanced, and payment gateways, including CyberSource and Authorize.net (both owned by Visa), SimplifyCommerce by MasterCard, and First Data;
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•
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Amazon Payments, which offers merchants the ability to accept payment card- and bank-funded payments from Amazon’s base of online and mobile customers on the merchant’s own website. Amazon has a payment service for online merchants under the name Log in and Pay with Amazon;
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•
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providers of “person-to-person” payments that facilitate individuals sending money with an email address or mobile phone number, such as Facebook messaging payments;
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•
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providers of mobile payments, including Buyster in France, Mpass in Germany, Paym in the United Kingdom, Boku and Crandy, many of which are owned by or supported by major mobile telecommunications carriers; and
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•
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providers of card readers for mobile devices and of other new point of sale and multi-channel technologies, including Square (which has also begun to offer a marketplace service to sellers), Chase Paymentech, Bank of America, AT&T (in association with Vantiv), Capital One, and others.
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money remitters such as MoneyGram, Western Union, Global Payments, Inc., Xoom and Euronet;
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bill payment services;
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services that provide online merchants the ability to offer their customers the option of paying for purchases from their bank account or paying on credit in the United States and abroad;
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•
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issuers of stored value targeted at online payments;
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•
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other international online payment-services providers such as AliPay, the PayU group of companies (owned by Naspers), PagSeguro and Bcash (owned by Naspers);
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•
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other providers of online account-based payments, such as Skrill, ClickandBuy (owned by Deutsche Telekom), Barclays Pingit in the United Kingdom, Kwixo in France, and Paymate and Visa PayClick in Australia;
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•
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payment services targeting users of social networks and online gaming, often through billing to the consumer’s mobile phone account;
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•
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mobile payment services between bank accounts, such as the Paym mobile payments service offered by the Payments Council in the United Kingdom;
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•
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payment services enabling banks to offer their online banking customers the ability to send and receive payments through their bank account;
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•
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online shopping services that provide special offers linked to a specific payment provider;
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•
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services such as Coinbase and Bitpay that help merchants accept and manage virtual currencies such as Bitcoin; and
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•
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cash.
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•
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ability to attract, retain and engage both buyers and sellers with relatively low marketing expense;
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•
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ability to show that sellers will achieve incremental sales by offering PayPal;
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•
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security of transactions and the ability for buyers to use PayPal without sharing their financial information with the seller;
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•
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low fees and simplicity of fee structure;
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•
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ability to develop services across multiple commerce channels, including mobile payments and payments at the retail point of sale;
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•
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trust in PayPal’s dispute resolution and buyer and seller protection programs;
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•
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customer service;
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•
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brand recognition;
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•
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website, mobile platform and application onboarding, ease-of-use and accessibility;
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•
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system reliability and data security;
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•
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ease and quality of integration into third-party mobile applications; and
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•
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quality of developer tools such as our application programming interfaces and software development kits.
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offering a modular, integrated portfolio of commerce technology solutions and services that are delivered on an individual basis or as bundled solutions;
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providing a licensed open core platform, offering an enterprise-class native feature set and flexibility through direct source code access and APIs that supports on-premise, hosted managed (via partners) and on-demand cloud deployments (via partners);
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promoting the client’s brand and business, rather than our own;
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providing enterprise-level scale and operating leverage;
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establishing a commitment to enhance our solutions and services and invest in innovation;
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aligning our financial interests with those of our clients;
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offering a suite of commerce marketing solutions that are integrated with our marketing solutions platform, which we believe provides a more strategic, cohesive and optimized approach to demand generation; and
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•
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providing services that utilize proprietary technology to promote stronger customer engagement designed to increase clients’ return on investment.
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•
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expenses associated with localizing our products and services and customer data, 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;
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•
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trade barriers and changes in trade regulations;
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•
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difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences;
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•
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stringent local labor laws and regulations;
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•
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credit risk and higher levels of payment fraud;
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•
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profit repatriation restrictions, foreign currency exchange restrictions or extreme fluctuations in foreign currency exchange rates for a particular currency;
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•
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political or social unrest, economic instability, repression, or human rights issues;
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•
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geopolitical events, including natural disasters, public health issues, acts of war, and terrorism;
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•
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import or export regulations;
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•
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compliance with U.S. laws such as the Foreign Corrupt Practices Act, and foreign laws prohibiting corrupt payments to government officials, as well as U.S. and foreign laws designed to combat money laundering and the financing of terrorist activities;
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•
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antitrust and competition regulations;
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•
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potentially adverse tax developments and consequences;
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•
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economic uncertainties relating to sovereign and other debt;
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•
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different, uncertain, or more stringent user protection, data protection, privacy, and other laws;
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•
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risks related to other government regulation or required compliance with local laws;
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•
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national or regional differences in macroeconomic growth rates;
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•
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local licensing and reporting obligations; and
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•
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increased difficulties in collecting accounts receivable.
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•
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our products and services continue to expand in scope and complexity;
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•
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we continue to expand into new businesses, including through acquisitions; and
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•
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the universe of patent owners who may claim that we, any of the companies that we have acquired, or our customers infringe their patents, and the aggregate number of patents controlled by such patent owners, continues to increase.
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•
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Some jurisdictions, in particular jurisdictions outside the United States, prohibit the resale of event tickets (anti-scalping laws) at prices above the face value of the tickets or at all, or highly regulate the resale of tickets, and new laws and regulations or changes to existing laws and regulations imposing these or other restrictions could limit or inhibit our ability to operate, or our users’ ability to continue to use, our tickets business.
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•
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Regulatory agencies or courts may claim or hold that we are responsible for ensuring that our users comply with these laws and regulations.
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•
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In many jurisdictions, our tickets business depends on commercial partnerships with event organizers or licensed ticket vendors, which we must develop and maintain on acceptable terms for our tickets business to be successful.
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•
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Our tickets business is subject to seasonal fluctuations and the general economic and business conditions that impact the sporting events and live entertainment industries.
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•
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A portion of the tickets inventory sold by sellers on the StubHub website is processed by StubHub in digital form. Systems failures, security breaches, theft or other disruptions that result in the loss of such sellers’ tickets inventory, could result in significant costs and a loss of consumer confidence in our tickets business.
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•
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Lawsuits alleging a variety of causes of actions have in the past, and may in the future, be filed against StubHub and eBay by venue owners, competitors, ticket buyers, and unsuccessful ticket buyers. Such lawsuits could result in significant costs and require us to change our business practices in ways that negatively affect our tickets business.
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•
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Our tickets business also faces significant competition from a number of sources, including ticketing service companies, event organizers, ticket brokers, and online and offline ticket resellers. Some ticketing service companies, event organizers, and professional sports teams have begun to issue event tickets through various forms of electronic ticketing systems that are designed to restrict or prohibit the transferability (and by extension, the resale) of such event tickets either to favor their own resale affiliates or to discourage resale or restrict resale of season tickets to a preferred, designated website. Ticketing service companies have also begun to use market-based pricing strategies or dynamic pricing to charge much higher prices, and impose additional restrictions on transferability, for premium tickets.
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•
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In Turkey, local prosecutors and courts are investigating our liability for allegedly illegal actions by users of our Turkish Marketplaces business (GittiGidiyor). In accordance with local law and custom, they have indicted one or more members of the board of directors of our local Turkish subsidiary. We intend to defend vigorously against any such actions and a growing number of these cases have been dismissed by the relevant courts.
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•
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In August 2012, we were informed that U.S. listings of footwear with religious imagery were visible on our local Indian site and we immediately removed these listings. In September 2012, a criminal case was registered against us in India in regard to these listings, and we are challenging the prosecution of this case.
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•
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increased expectations from offline retailers regarding the reliability and availability of its systems and services and correspondingly lower amounts of downtime, which PayPal may not be able to meet;
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•
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significant competition at the retail point of sale, particularly from established payment card providers such as Visa, MasterCard and American Express, many of which have substantially greater resources than we do;
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•
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increased targeting by fraudsters, and given that our fraud models are less developed in this area, we may experience increases in fraud and associated transaction losses as we adjust to fraudulent activity at the point of sale;
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•
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exposure to product liability claims to the extent that hardware devices that we produce for use at the retail point of sale malfunction or not in compliance with laws , which could result in substantial liability and require product recalls or other actions;
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•
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exposure to new or additional laws and regulations;
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•
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increased reliance on third parties involved with processing in-store payments, including independent software providers, electronic point of sale providers, hardware providers (such as cash register and pin-pad providers), payment processors and banks that enable in-store transactions; and
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•
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lower profit margins than PayPal’s other payment solutions.
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•
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requiring the dedication of a significant portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of cash flow available for other purposes, including capital expenditures and acquisitions;
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•
|
our indebtedness and leverage may increase our vulnerability to downturns in our business, to competitive pressures, and to adverse changes in general economic and industry conditions;
|
•
|
adverse changes in the ratings assigned to our debt securities by credit rating agencies will likely increase our borrowing costs;
|
•
|
our ability to obtain additional financing for working capital, capital expenditures, acquisitions, share repurchases or other general corporate and other purposes may be limited; and
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•
|
our flexibility in planning for, or reacting to, changes in our business and our industry may be limited.
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•
|
repatriate funds to the United States at substantial tax cost;
|
•
|
seek additional financing in the debt or equity markets;
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•
|
refinance or restructure all or a portion of our indebtedness;
|
•
|
sell selected assets; or
|
•
|
reduce or delay planned capital or operating expenditures.
|
•
|
the potential loss of key customers, merchants, vendors and other key business partners of the companies we acquire, or dispose of, following and continuing after announcement of our transaction plans;
|
•
|
declining employee morale and retention issues affecting employees of companies that we acquire or dispose of, which may result from changes in compensation, or changes in management, reporting relationships, future prospects or the direction of the acquired or disposed business;
|
•
|
difficulty making new and strategic hires of new employees;
|
•
|
diversion of management time and a shift of focus from operating the businesses to the transaction, and in the case of an acquisition, integration and administration;
|
•
|
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 an inherently risky and potentially lengthy and costly process;
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•
|
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 as a result;
|
•
|
the need to implement or improve controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition may have lacked such controls, procedures and policies or whose controls,
|
•
|
risks associated with our expansion into new international markets;
|
•
|
derivative lawsuits resulting from the acquisition;
|
•
|
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 potential loss of key employees following the transaction;
|
•
|
the acquisition of new customer and employee personal information, which in and of itself may require regulatory approval and or additional controls, policies and procedures and subject us to additional exposure; and
|
•
|
our dependence on the acquired business’ accounting, financial reporting, operating metrics and similar systems, controls and processes and the risk that errors or irregularities in those systems, controls and processes will lead to errors in our consolidated financial statements or make it more difficult to manage the acquired business.
|
|
United States
|
|
Other Countries
|
|
Total
|
|||
|
(In millions)
|
|||||||
Owned facilities
|
3.3
|
|
|
—
|
|
|
3.3
|
|
Leased facilities
|
5.1
|
|
|
3.3
|
|
|
8.4
|
|
Total facilities
|
8.4
|
|
|
3.3
|
|
|
11.7
|
|
|
Marketplaces
|
|
Payments
|
|
Enterprise
|
|
Total
|
||||
|
(In millions)
|
||||||||||
Total facilities
|
3.3
|
|
|
2.9
|
|
|
5.3
|
|
|
11.5
|
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2014
|
|
|
|
||||
First Quarter
|
$
|
59.30
|
|
|
$
|
51.78
|
|
Second Quarter
|
56.04
|
|
|
48.25
|
|
||
Third Quarter
|
56.63
|
|
|
50.18
|
|
||
Fourth Quarter
|
57.53
|
|
|
47.88
|
|
||
|
|
|
|
||||
|
High
|
|
Low
|
||||
Year Ended December 31, 2013
|
|
|
|
||||
First Quarter
|
$
|
57.21
|
|
|
$
|
50.11
|
|
Second Quarter
|
57.78
|
|
|
50.74
|
|
||
Third Quarter
|
57.38
|
|
|
49.99
|
|
||
Fourth Quarter
|
55.97
|
|
|
48.76
|
|
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 of Shares that May Yet be Purchased Under the Programs (1)
|
||||||
October 31, 2014
|
14,197,983
|
|
|
$50.76
|
|
14,197,983
|
|
|
$1,444,769,107
|
|
November 30, 2014
|
7,958,899
|
|
|
$53.76
|
|
7,958,899
|
|
|
$1,016,907,137
|
|
December 31, 2014
|
594,056
|
|
|
$54.48
|
|
594,056
|
|
|
$984,542,829
|
|
|
22,750,938
|
|
|
22,750,938
|
|
|
(1)
|
In June 2012, our Board of Directors authorized a stock repurchase program that provided for the repurchase of up to
$2 billion
of our common stock, with no expiration from the date of authorization. In January 2014, our Board of Directors authorized an additional $5 billion stock repurchase program, 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 and, subject to market conditions and other factors, are also used to make opportunistic repurchases of our common stock to reduce outstanding share count. Any share repurchases under our stock repurchase programs may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means at times and in such amounts as management deems appropriate and will be funded from our working capital or other financing alternatives.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
(2)
|
|
2010
|
||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
Consolidated Statement of Income Data:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
17,902
|
|
|
$
|
16,047
|
|
|
$
|
14,072
|
|
|
$
|
11,652
|
|
|
$
|
9,156
|
|
Gross profit
|
12,170
|
|
|
11,011
|
|
|
9,856
|
|
|
8,191
|
|
|
6,592
|
|
|||||
Income from operations
|
3,514
|
|
|
3,371
|
|
|
2,888
|
|
|
2,373
|
|
|
2,054
|
|
|||||
Income before income taxes
|
3,531
|
|
|
3,466
|
|
|
3,084
|
|
|
3,910
|
|
|
2,098
|
|
|||||
Net income
|
46
|
|
|
2,856
|
|
|
2,609
|
|
|
3,229
|
|
|
1,801
|
|
|||||
Net income per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.04
|
|
|
$
|
2.20
|
|
|
$
|
2.02
|
|
|
$
|
2.50
|
|
|
$
|
1.38
|
|
Diluted
|
$
|
0.04
|
|
|
$
|
2.18
|
|
|
$
|
1.99
|
|
|
$
|
2.46
|
|
|
$
|
1.36
|
|
Weighted average shares:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
1,251
|
|
|
1,295
|
|
|
1,292
|
|
|
1,293
|
|
|
1,306
|
|
|||||
Diluted
|
1,262
|
|
|
1,313
|
|
|
1,313
|
|
|
1,313
|
|
|
1,327
|
|
|
As of December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
6,328
|
|
|
$
|
4,494
|
|
|
$
|
6,817
|
|
|
$
|
4,691
|
|
|
$
|
5,577
|
|
Short-term investments
|
3,770
|
|
|
4,531
|
|
|
2,591
|
|
|
1,238
|
|
|
1,045
|
|
|||||
Long-term investments
|
5,777
|
|
|
4,971
|
|
|
3,044
|
|
|
2,453
|
|
|
2,492
|
|
|||||
Working capital
(3)
|
9,000
|
|
|
10,644
|
|
|
10,474
|
|
|
5,927
|
|
|
6,548
|
|
|||||
Total assets
|
45,132
|
|
|
41,488
|
|
|
37,074
|
|
|
27,320
|
|
|
22,004
|
|
|||||
Short-term debt
|
850
|
|
|
6
|
|
|
413
|
|
|
565
|
|
|
300
|
|
|||||
Long-term debt
|
6,777
|
|
|
4,117
|
|
|
4,106
|
|
|
1,525
|
|
|
1,494
|
|
|||||
Total stockholders' equity
|
19,906
|
|
|
23,647
|
|
|
20,865
|
|
|
17,930
|
|
|
15,302
|
|
(1)
|
Includes the impact of acquisitions and dispositions. For a summary of recent significant acquisitions and dispositions, please see “Note 3 - Business Combinations and Divestitures” to the consolidated financial statements included in this report.
|
(2)
|
The consolidated statement of income data for the year ended December 31, 2011 includes a loss on divested business of
$256.5 million
and a gain on the sale of our remaining 30% equity interest in Skype of approximately $1.7 billion.
|
(3)
|
Working capital is calculated as the difference between total current assets and total current liabilities.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions, except percentage changes)
|
||||||||||
Net Revenues by Type:
|
|
|
|
|
|
||||||
Net transaction revenues
|
|
|
|
|
|
||||||
Marketplaces
|
$
|
6,995
|
|
|
$
|
6,569
|
|
|
$
|
5,834
|
|
Payments
|
7,218
|
|
|
6,096
|
|
|
5,146
|
|
|||
Enterprise
|
985
|
|
|
898
|
|
|
850
|
|
|||
Total net transaction revenues
|
15,198
|
|
|
13,563
|
|
|
11,830
|
|
|||
Marketing services and other revenues
|
|
|
|
|
|
||||||
Marketplaces
|
1,822
|
|
|
1,715
|
|
|
1,564
|
|
|||
Payments
|
686
|
|
|
532
|
|
|
428
|
|
|||
Enterprise
|
253
|
|
|
268
|
|
|
271
|
|
|||
Total marketing services and other revenues
|
2,761
|
|
|
2,515
|
|
|
2,263
|
|
|||
Elimination of inter-segment net revenue
(2)
|
(57
|
)
|
|
(31
|
)
|
|
(21
|
)
|
|||
Total net revenues
|
$
|
17,902
|
|
|
$
|
16,047
|
|
|
$
|
14,072
|
|
Net Revenues by Geography:
|
|
|
|
|
|
||||||
U.S.
|
$
|
8,495
|
|
|
$
|
7,712
|
|
|
$
|
6,778
|
|
International
|
9,407
|
|
|
8,335
|
|
|
7,294
|
|
|||
Total net revenues
|
$
|
17,902
|
|
|
$
|
16,047
|
|
|
$
|
14,072
|
|
|
(1)
|
During the first quarter of 2014, we changed our reportable segments based upon changes in our organizational structure which reflect the integration of our Magento platform into our Enterprise segment. Prior to this change, Magento was reported in corporate and other. Also during the first quarter of 2014, we revised our internal management reporting of certain Marketplaces transactions to align more closely with our related operating metrics. Related to this change, we reclassified our Marketplaces vehicles and real estate revenues from net transaction revenues to marketing services and other revenues. Prior period amounts have been revised to conform to the current period segment reporting structure.
|
(2)
|
Represents net revenue generated between our reportable segments.
|
|
Year Ended December 31,
|
|
Percent Change from
|
|
Percent Change from
|
||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2013 to 2014
|
|
2012 to 2013
|
||||||||
|
(In millions, except percentage changes)
|
||||||||||||||||
Supplemental Operating Data:
|
|
|
|
|
|
|
|
|
|
||||||||
Marketplaces Segment:
(1)
|
|
|
|
|
|
|
|
|
|
|
|||||||
GMV
(2)
|
$
|
82,954
|
|
|
$
|
76,432
|
|
|
$
|
67,689
|
|
|
9
|
%
|
|
13
|
%
|
Marketplaces Transaction Take Rate
(3)
|
8.43
|
%
|
|
8.59
|
%
|
|
8.62
|
%
|
|
(0.16
|
)%
|
|
(0.03
|
)%
|
|||
Payments Segment:
|
|
|
|
|
|
|
|
|
|
||||||||
Merchant Services Net TPV
(4)
|
$
|
168,361
|
|
|
$
|
125,281
|
|
|
$
|
97,277
|
|
|
34
|
%
|
|
29
|
%
|
On eBay Net TPV
(5)
|
$
|
59,563
|
|
|
$
|
54,382
|
|
|
$
|
47,660
|
|
|
10
|
%
|
|
14
|
%
|
Net TPV
(6)
|
$
|
227,924
|
|
|
$
|
179,663
|
|
|
$
|
144,937
|
|
|
27
|
%
|
|
24
|
%
|
Payments Take Rate
(7)
|
3.47
|
%
|
|
3.69
|
%
|
|
3.85
|
%
|
|
(0.22
|
)%
|
|
(0.16
|
)%
|
|||
Enterprise Segment:
|
|
|
|
|
|
|
|
|
|
||||||||
Gross Merchandise Sales
(8)
|
$
|
4,703
|
|
|
$
|
4,180
|
|
|
$
|
3,682
|
|
|
13
|
%
|
|
14
|
%
|
Enterprise Transaction Take Rate
(9)
|
20.94
|
%
|
|
21.48
|
%
|
|
23.09
|
%
|
|
(0.54
|
)%
|
|
(1.61
|
)%
|
|
(1)
|
eBay's classifieds websites, brands4friends and Shopping.com are not included in these metrics.
|
(2)
|
Total value of all successfully closed transactions between users on Marketplaces platforms during the applicable period regardless of whether the buyer and seller actually consummated the transaction; excludes vehicles and real estate gross merchandise volume.
|
(3)
|
Total net transaction revenues earned through our Marketplaces segment, divided by Gross Merchandise Volume.
|
(4)
|
Total dollar volume of payments, net of payment reversals, successfully completed through our payments networks, including PayPal Credit, Venmo and payments processed through Braintree's full stack payments platform during the period; excludes PayPal's and Braintree's payment gateway businesses and payments for transactions on our Marketplaces platforms.
|
(5)
|
Total dollar volume of payments, net of payment reversals, successfully completed through our payments networks, including PayPal Credit, during the period for transactions on our Marketplaces platforms.
|
(6)
|
Total dollar volume of payments, net of payment reversals, successfully completed through our payments networks, including PayPal Credit, Venmo and payments processed through Braintree’s full stack payments platform during the period; excludes payments sent or received through PayPal's and Braintree’s payment gateway businesses.
|
(7)
|
Total net revenues earned through our payments networks, including PayPal Credit, Braintree, Venmo, PayPal’s payment gateway business, subscription fees and other net revenues, divided by Net TPV.
|
(8)
|
Represents the retail value of all sales transactions, inclusive of freight charges and net of allowance for returns and discounts, which flow through our Enterprise commerce technologies, whether we record the full amount of such transaction as a product sale or a percentage of such transaction as a service fee; excludes volume transacted through the Magento platform.
|
(9)
|
Total net transaction revenues earned through our Enterprise segment, divided by Gross Merchandise Sales.
|
|
Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
(In millions, except percentage changes)
|
||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenues
|
$
|
3,277
|
|
|
$
|
3,398
|
|
|
$
|
3,404
|
|
|
$
|
3,992
|
|
Percent change from prior quarter
|
(3
|
)%
|
|
4
|
%
|
|
0
|
%
|
|
17
|
%
|
||||
2013
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
3,748
|
|
|
$
|
3,877
|
|
|
$
|
3,892
|
|
|
$
|
4,530
|
|
Percent change from prior quarter
|
(6
|
)%
|
|
3
|
%
|
|
0
|
%
|
|
16
|
%
|
||||
2014
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
4,262
|
|
|
$
|
4,366
|
|
|
$
|
4,353
|
|
|
$
|
4,921
|
|
Percent change from prior quarter
|
(6
|
)%
|
|
2
|
%
|
|
0
|
%
|
|
13
|
%
|
|
Year Ended December 31,
|
|
Change from
2013 to 2014 |
|
Change from
2012 to 2013 |
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
in Dollars
|
|
in %
|
|
in Dollars
|
|
in %
|
||||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||||||
Cost of net revenues:
|
|
|
|
|
|
||||||||||||||||||||
Marketplaces
|
$
|
1,695
|
|
|
$
|
1,520
|
|
|
$
|
1,273
|
|
|
$
|
175
|
|
|
12
|
%
|
|
$
|
247
|
|
|
19
|
%
|
As a percentage of total Marketplaces net revenues
|
19.2
|
%
|
|
18.3
|
%
|
|
17.2
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Payments
|
3,112
|
|
|
2,675
|
|
|
2,209
|
|
|
437
|
|
|
16
|
%
|
|
466
|
|
|
21
|
%
|
|||||
As a percentage of total Payments net revenues
|
39.4
|
%
|
|
40.4
|
%
|
|
39.6
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Enterprise
|
923
|
|
|
834
|
|
|
708
|
|
|
89
|
|
|
11
|
%
|
|
126
|
|
|
18
|
%
|
|||||
As a percentage of total Enterprise net revenues
|
74.6
|
%
|
|
71.5
|
%
|
|
63.2
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Corporate and other
|
2
|
|
|
7
|
|
|
26
|
|
|
(5
|
)
|
|
(71
|
)%
|
|
(19
|
)
|
|
(73
|
)%
|
|||||
Total cost of net revenues
|
$
|
5,732
|
|
|
$
|
5,036
|
|
|
$
|
4,216
|
|
|
$
|
696
|
|
|
14
|
%
|
|
$
|
820
|
|
|
19
|
%
|
As a percentage of net revenues
|
32.0
|
%
|
|
31.4
|
%
|
|
30.0
|
%
|
|
|
|
|
|
|
|
|
(1)
|
During the first quarter of 2014, we changed our reportable segments based upon changes in our organizational structure which reflect the integration of our Magento platform into our Enterprise segment. Prior to this change, Magento was reported in corporate and other. Prior period amounts have been revised to conform to the current period segment reporting structure.
|
|
|
Year Ended December 31,
|
|
Change from
2013 to 2014 |
|
Change from
2012 to 2013 |
||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
in Dollars
|
|
in %
|
|
in Dollars
|
|
in %
|
||||||||||||
|
(In millions, except percentage changes)
|
|||||||||||||||||||||||||
Sales and marketing
|
|
$
|
3,587
|
|
|
$
|
3,060
|
|
|
$
|
2,913
|
|
|
$
|
527
|
|
|
17
|
%
|
|
$
|
147
|
|
|
5
|
%
|
Product development
|
|
2,000
|
|
|
1,768
|
|
|
1,573
|
|
|
232
|
|
|
13
|
%
|
|
195
|
|
|
12
|
%
|
|||||
General and administrative
|
|
1,843
|
|
|
1,703
|
|
|
1,567
|
|
|
140
|
|
|
8
|
%
|
|
136
|
|
|
9
|
%
|
|||||
Provision for transaction and loan losses
|
|
958
|
|
|
791
|
|
|
580
|
|
|
167
|
|
|
21
|
%
|
|
211
|
|
|
36
|
%
|
|||||
Amortization of acquired intangible assets
|
|
268
|
|
|
318
|
|
|
335
|
|
|
(50
|
)
|
|
(16
|
)%
|
|
(17
|
)
|
|
(5
|
)%
|
|||||
Interest and other, net
|
|
17
|
|
|
95
|
|
|
196
|
|
|
(78
|
)
|
|
(82
|
)%
|
|
(101
|
)
|
|
(52
|
)%
|
|||||
Provision for income taxes
|
|
(3,485
|
)
|
|
(610
|
)
|
|
(475
|
)
|
|
(2,875
|
)
|
|
471
|
%
|
|
(135
|
)
|
|
28
|
%
|
|
|
Year Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Sales and marketing
|
|
20
|
%
|
|
19
|
%
|
|
21
|
%
|
Product development
|
|
11
|
%
|
|
11
|
%
|
|
11
|
%
|
General and administrative
|
|
10
|
%
|
|
11
|
%
|
|
11
|
%
|
Provision for transaction and loan losses
|
|
5
|
%
|
|
5
|
%
|
|
4
|
%
|
Amortization of acquired intangible assets
|
|
1
|
%
|
|
2
|
%
|
|
2
|
%
|
Interest and other, net
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
Provision for income taxes
|
|
19
|
%
|
|
4
|
%
|
|
3
|
%
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(In millions)
|
|||||||
Net cash provided by (used in):
|
|
|
|
|
|
|||
Operating activities
|
5,677
|
|
|
4,995
|
|
|
3,838
|
|
Investing activities
|
(2,673
|
)
|
|
(6,012
|
)
|
|
(3,763
|
)
|
Financing activities
|
(1,022
|
)
|
|
(1,354
|
)
|
|
1,951
|
|
Effect of exchange rates on cash and cash equivalents
|
(148
|
)
|
|
48
|
|
|
100
|
|
Net increase/(decrease) in cash and cash equivalents
|
1,834
|
|
|
(2,323
|
)
|
|
2,126
|
|
Payments Due During the Year Ending December 31,
|
|
Debt
|
|
Leases
|
|
Purchase Obligations
|
|
Total
|
||||
|
|
(In millions)
|
||||||||||
2015
|
|
1,026
|
|
|
113
|
|
|
275
|
|
|
1,414
|
|
2016
|
|
164
|
|
|
96
|
|
|
58
|
|
|
318
|
|
2017
|
|
1,613
|
|
|
83
|
|
|
55
|
|
|
1,751
|
|
2018
|
|
148
|
|
|
63
|
|
|
43
|
|
|
254
|
|
2019
|
|
1,697
|
|
|
42
|
|
|
7
|
|
|
1,746
|
|
Thereafter
|
|
4,708
|
|
|
52
|
|
|
3
|
|
|
4,763
|
|
|
|
9,356
|
|
|
449
|
|
|
441
|
|
|
10,246
|
|
•
|
Debt amounts include the principal and interest amounts of the respective debt instruments. For additional details related to our debt, please see “Note 10 – Debt” to the consolidated financial statements included in this report. This table does not reflect any amounts payable under our $3 billion revolving credit facility or $2 billion commercial paper program, for which no borrowings were outstanding as of
December 31, 2014
.
|
•
|
Lease amounts include minimum rental payments under our non-cancelable operating leases for office facilities, fulfillment centers, as well as computer and office equipment that we utilize under lease arrangements. The amounts presented are consistent with contractual terms and are not expected to differ significantly from actual results under our existing leases, unless a substantial change in our headcount needs requires us to expand our occupied space or exit an office facility early.
|
•
|
Purchase obligation amounts include minimum purchase commitments for advertising, capital expenditures (computer equipment, software applications, engineering development services, construction contracts) and other goods and services entered into in the ordinary course of business.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions, except percentages)
|
||||||||||
Net revenues
|
$
|
17,902
|
|
|
$
|
16,047
|
|
|
$
|
14,072
|
|
Provision for transaction and loan losses
|
$
|
958
|
|
|
$
|
791
|
|
|
$
|
580
|
|
Provision for transaction and loan losses as a % of net revenues
|
5.4
|
%
|
|
4.9
|
%
|
|
4.1
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions, except percentages)
|
||||||||||
Provision for income taxes
|
$
|
3,485
|
|
|
$
|
610
|
|
|
$
|
475
|
|
As a % of income before income taxes
|
99
|
%
|
|
18
|
%
|
|
15
|
%
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Risk-free interest rate
|
1.2
|
%
|
|
0.6
|
%
|
|
0.7
|
%
|
Expected life (in years)
|
4.1
|
|
|
4.1
|
|
|
4.0
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
29
|
%
|
|
34
|
%
|
|
38
|
%
|
1. Consolidated Financial Statements:
|
|
|
Page Number
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheet
|
|
Consolidated Statement of Income
|
|
Consolidated Statement of Other Comprehensive Income
|
|
Consolidated Statement of Stockholders' Equity
|
|
Consolidated Statement of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
|
|
2. Financial Statement Schedule
|
|
|
|
Schedule II - Valuation and Qualifying Accounts
|
|
All other schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
|
|
|
|
3. Exhibits Required by Item 601 of Regulation S-K
|
|
The information required by this Item is set forth in the Index of Exhibits that follows the signature page of this Annual Report.
|
Item 8:
|
Financial Statements
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
(In millions, except par value amounts)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,328
|
|
|
$
|
4,494
|
|
Short-term investments
|
3,770
|
|
|
4,531
|
|
||
Accounts receivable, net
|
797
|
|
|
899
|
|
||
Loans and interest receivable, net
|
3,600
|
|
|
2,789
|
|
||
Funds receivable and customer accounts
|
10,545
|
|
|
9,260
|
|
||
Other current assets
|
1,491
|
|
|
1,310
|
|
||
Total current assets
|
26,531
|
|
|
23,283
|
|
||
Long-term investments
|
5,777
|
|
|
4,971
|
|
||
Property and equipment, net
|
2,902
|
|
|
2,760
|
|
||
Goodwill
|
9,094
|
|
|
9,267
|
|
||
Intangible assets, net
|
564
|
|
|
941
|
|
||
Other assets
|
264
|
|
|
266
|
|
||
Total assets
|
$
|
45,132
|
|
|
$
|
41,488
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Short-term debt
|
$
|
850
|
|
|
$
|
6
|
|
Accounts payable
|
401
|
|
|
309
|
|
||
Funds payable and amounts due to customers
|
10,545
|
|
|
9,260
|
|
||
Accrued expenses and other current liabilities
|
5,393
|
|
|
2,799
|
|
||
Deferred revenue
|
188
|
|
|
158
|
|
||
Income taxes payable
|
154
|
|
|
107
|
|
||
Total current liabilities
|
17,531
|
|
|
12,639
|
|
||
Deferred and other tax liabilities, net
|
792
|
|
|
841
|
|
||
Long-term debt
|
6,777
|
|
|
4,117
|
|
||
Other liabilities
|
126
|
|
|
244
|
|
||
Total liabilities
|
25,226
|
|
|
17,841
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, $0.001 par value; 3,580 shares authorized; 1,224 and 1,294 shares outstanding
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
13,887
|
|
|
13,031
|
|
||
Treasury stock at cost, 384 and 296 shares
|
(14,054
|
)
|
|
(9,396
|
)
|
||
Retained earnings
|
18,900
|
|
|
18,854
|
|
||
Accumulated other comprehensive income
|
1,171
|
|
|
1,156
|
|
||
Total stockholders' equity
|
19,906
|
|
|
23,647
|
|
||
Total liabilities and stockholders' equity
|
$
|
45,132
|
|
|
$
|
41,488
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Net revenues
|
$
|
17,902
|
|
|
$
|
16,047
|
|
|
$
|
14,072
|
|
Cost of net revenues
|
5,732
|
|
|
5,036
|
|
|
4,216
|
|
|||
Gross profit
|
12,170
|
|
|
11,011
|
|
|
9,856
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Sales and marketing
|
3,587
|
|
|
3,060
|
|
|
2,913
|
|
|||
Product development
|
2,000
|
|
|
1,768
|
|
|
1,573
|
|
|||
General and administrative
|
1,843
|
|
|
1,703
|
|
|
1,567
|
|
|||
Provision for transaction and loan losses
|
958
|
|
|
791
|
|
|
580
|
|
|||
Amortization of acquired intangible assets
|
268
|
|
|
318
|
|
|
335
|
|
|||
Total operating expenses
|
8,656
|
|
|
7,640
|
|
|
6,968
|
|
|||
Income from operations
|
3,514
|
|
|
3,371
|
|
|
2,888
|
|
|||
Interest and other, net
|
17
|
|
|
95
|
|
|
196
|
|
|||
Income before income taxes
|
3,531
|
|
|
3,466
|
|
|
3,084
|
|
|||
Provision for income taxes
|
(3,485
|
)
|
|
(610
|
)
|
|
(475
|
)
|
|||
Net income
|
$
|
46
|
|
|
$
|
2,856
|
|
|
$
|
2,609
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.04
|
|
|
$
|
2.20
|
|
|
$
|
2.02
|
|
Diluted
|
$
|
0.04
|
|
|
$
|
2.18
|
|
|
$
|
1.99
|
|
Weighted average shares:
|
|
|
|
|
|
||||||
Basic
|
1,251
|
|
|
1,295
|
|
|
1,292
|
|
|||
Diluted
|
1,262
|
|
|
1,313
|
|
|
1,313
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(In millions)
|
||||||||||
Net income
|
|
$
|
46
|
|
|
$
|
2,856
|
|
|
$
|
2,609
|
|
Other comprehensive income (loss), net of reclassification adjustments:
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation gain (loss)
|
|
(323
|
)
|
|
208
|
|
|
337
|
|
|||
Unrealized gains (losses) on investments, net
|
|
108
|
|
|
234
|
|
|
99
|
|
|||
Tax (expense) benefit on unrealized gains (losses) on investments, net
|
|
(37
|
)
|
|
(93
|
)
|
|
(6
|
)
|
|||
Unrealized gains (losses) on hedging activities, net
|
|
274
|
|
|
(51
|
)
|
|
(127
|
)
|
|||
Tax (expense) benefit on unrealized gains (losses) on hedging activities, net
|
|
(7
|
)
|
|
2
|
|
|
4
|
|
|||
Other comprehensive income (loss), net of tax
|
|
15
|
|
|
300
|
|
|
307
|
|
|||
Comprehensive income
|
|
$
|
61
|
|
|
$
|
3,156
|
|
|
$
|
2,916
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Common stock:
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Common stock issued
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock repurchased/forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
2
|
|
|
2
|
|
|
2
|
|
|||
Additional paid-in-capital:
|
|
|
|
|
|
||||||
Balance, beginning of year
|
13,031
|
|
|
12,062
|
|
|
11,145
|
|
|||
Common stock and stock-based awards issued and assumed
|
46
|
|
|
173
|
|
|
312
|
|
|||
Stock-based compensation
|
693
|
|
|
572
|
|
|
488
|
|
|||
Stock-based awards tax impact
|
117
|
|
|
224
|
|
|
117
|
|
|||
Non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
13,887
|
|
|
13,031
|
|
|
12,062
|
|
|||
Treasury stock at cost:
|
|
|
|
|
|
||||||
Balance, beginning of year
|
(9,396
|
)
|
|
(8,053
|
)
|
|
(7,155
|
)
|
|||
Common stock repurchased
|
(4,658
|
)
|
|
(1,343
|
)
|
|
(898
|
)
|
|||
Balance, end of year
|
(14,054
|
)
|
|
(9,396
|
)
|
|
(8,053
|
)
|
|||
Retained earnings:
|
|
|
|
|
|
||||||
Balance, beginning of year
|
18,854
|
|
|
15,998
|
|
|
13,389
|
|
|||
Net income
|
46
|
|
|
2,856
|
|
|
2,609
|
|
|||
Balance, end of year
|
18,900
|
|
|
18,854
|
|
|
15,998
|
|
|||
Accumulated other comprehensive income:
|
|
|
|
|
|
||||||
Balance, beginning of year
|
1,156
|
|
|
856
|
|
|
549
|
|
|||
Change in unrealized gains on investments
|
108
|
|
|
234
|
|
|
99
|
|
|||
Change in unrealized gains (losses) on cash flow hedges
|
274
|
|
|
(51
|
)
|
|
(127
|
)
|
|||
Foreign currency translation adjustment
|
(323
|
)
|
|
208
|
|
|
335
|
|
|||
Tax benefit (provision) on above items
|
(44
|
)
|
|
(91
|
)
|
|
—
|
|
|||
Balance, end of year
|
1,171
|
|
|
1,156
|
|
|
856
|
|
|||
Total stockholders' equity
|
$
|
19,906
|
|
|
$
|
23,647
|
|
|
$
|
20,865
|
|
Number of Shares:
|
|
|
|
|
|
||||||
Common stock:
|
|
|
|
|
|
||||||
Balance, beginning of year
|
1,294
|
|
|
1,294
|
|
|
1,286
|
|
|||
Common stock issued
|
18
|
|
|
25
|
|
|
30
|
|
|||
Common stock repurchased/forfeited
|
(88
|
)
|
|
(25
|
)
|
|
(22
|
)
|
|||
Balance, end of year
|
1,224
|
|
|
1,294
|
|
|
1,294
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
46
|
|
|
$
|
2,856
|
|
|
$
|
2,609
|
|
Adjustments:
|
|
|
|
|
|
||||||
Provision for transaction and loan losses
|
958
|
|
|
791
|
|
|
580
|
|
|||
Depreciation and amortization
|
1,490
|
|
|
1,400
|
|
|
1,200
|
|
|||
Stock-based compensation
|
675
|
|
|
609
|
|
|
488
|
|
|||
Deferred income taxes
|
2,808
|
|
|
(31
|
)
|
|
(35
|
)
|
|||
Excess tax benefits from stock-based compensation
|
(115
|
)
|
|
(201
|
)
|
|
(130
|
)
|
|||
Gain on sale of equity investments
|
—
|
|
|
(75
|
)
|
|
—
|
|
|||
Gain on divestiture of businesses
|
—
|
|
|
—
|
|
|
(118
|
)
|
|||
Changes in assets and liabilities, net of acquisition effects
|
|
|
|
|
|
||||||
Accounts receivable
|
16
|
|
|
(123
|
)
|
|
(207
|
)
|
|||
Other current assets
|
(183
|
)
|
|
(378
|
)
|
|
(310
|
)
|
|||
Other non-current assets
|
14
|
|
|
(108
|
)
|
|
(96
|
)
|
|||
Accounts payable
|
87
|
|
|
7
|
|
|
(16
|
)
|
|||
Accrued expenses and other liabilities
|
(347
|
)
|
|
(3
|
)
|
|
(164
|
)
|
|||
Deferred revenue
|
30
|
|
|
20
|
|
|
28
|
|
|||
Income taxes payable and other tax liabilities
|
198
|
|
|
231
|
|
|
9
|
|
|||
Net cash provided by operating activities
|
5,677
|
|
|
4,995
|
|
|
3,838
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment
|
(1,271
|
)
|
|
(1,250
|
)
|
|
(1,257
|
)
|
|||
Changes in principal loans receivable, net
|
(1,020
|
)
|
|
(794
|
)
|
|
(727
|
)
|
|||
Purchases of investments
|
(8,834
|
)
|
|
(7,505
|
)
|
|
(3,128
|
)
|
|||
Maturities and sales of investments
|
8,524
|
|
|
3,943
|
|
|
1,421
|
|
|||
Acquisitions, net of cash acquired
|
(59
|
)
|
|
(869
|
)
|
|
(143
|
)
|
|||
Repayment of note receivable and sale of related equity investments
|
—
|
|
|
485
|
|
|
—
|
|
|||
Proceeds from divested business, net of cash disposed
|
—
|
|
|
—
|
|
|
144
|
|
|||
Other
|
(13
|
)
|
|
(22
|
)
|
|
(73
|
)
|
|||
Net cash used in investing activities
|
(2,673
|
)
|
|
(6,012
|
)
|
|
(3,763
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of common stock
|
300
|
|
|
437
|
|
|
483
|
|
|||
Repurchases of common stock
|
(4,658
|
)
|
|
(1,343
|
)
|
|
(898
|
)
|
|||
Excess tax benefits from stock-based compensation
|
115
|
|
|
201
|
|
|
130
|
|
|||
Tax withholdings related to net share settlements of restricted stock awards and units
|
(252
|
)
|
|
(267
|
)
|
|
(186
|
)
|
|||
Proceeds from issuance of long-term debt, net
|
3,482
|
|
|
—
|
|
|
2,976
|
|
|||
Repayments under commercial paper program
|
—
|
|
|
—
|
|
|
(550
|
)
|
|||
Repayment of debt
|
—
|
|
|
(400
|
)
|
|
—
|
|
|||
Funds receivable and customer accounts, net
|
(1,285
|
)
|
|
(1,149
|
)
|
|
(4,126
|
)
|
|||
Funds payable and amounts due to customers, net
|
1,285
|
|
|
1,149
|
|
|
4,126
|
|
|||
Other
|
(9
|
)
|
|
18
|
|
|
(4
|
)
|
|||
Net cash (used in) provided by financing activities
|
(1,022
|
)
|
|
(1,354
|
)
|
|
1,951
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(148
|
)
|
|
48
|
|
|
100
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
1,834
|
|
|
(2,323
|
)
|
|
2,126
|
|
|||
Cash and cash equivalents at beginning of period
|
4,494
|
|
|
6,817
|
|
|
4,691
|
|
|||
Cash and cash equivalents at end of period
|
$
|
6,328
|
|
|
$
|
4,494
|
|
|
$
|
6,817
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
99
|
|
|
$
|
99
|
|
|
$
|
15
|
|
Cash paid for income taxes
|
$
|
343
|
|
|
$
|
466
|
|
|
$
|
789
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
46
|
|
|
$
|
2,856
|
|
|
$
|
2,609
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares of common stock - basic
|
1,251
|
|
|
1,295
|
|
|
1,292
|
|
|||
Dilutive effect of equity incentive awards
|
11
|
|
|
18
|
|
|
21
|
|
|||
Weighted average shares of common stock - diluted
|
1,262
|
|
|
1,313
|
|
|
1,313
|
|
|||
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.04
|
|
|
$
|
2.20
|
|
|
$
|
2.02
|
|
Diluted
|
$
|
0.04
|
|
|
$
|
2.18
|
|
|
$
|
1.99
|
|
Common stock equivalents excluded from income per diluted share because their effect would have been anti-dilutive
|
7
|
|
|
4
|
|
|
4
|
|
|
December 31,
2012 |
|
Goodwill Acquired
|
|
Adjustments/Allocations
|
|
December 31,
2013 |
|
Goodwill
Acquired
|
|
Adjustments/Disposals
|
|
December 31,
2014 |
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Reportable segments:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Marketplaces
|
$
|
4,732
|
|
|
$
|
112
|
|
|
$
|
17
|
|
|
$
|
4,861
|
|
|
$
|
30
|
|
|
$
|
(213
|
)
|
|
$
|
4,678
|
|
Payments
|
2,519
|
|
|
602
|
|
|
(1
|
)
|
|
3,120
|
|
|
—
|
|
|
10
|
|
|
3,130
|
|
|||||||
Enterprise
|
1,286
|
|
|
—
|
|
|
—
|
|
|
1,286
|
|
|
—
|
|
|
—
|
|
|
1,286
|
|
|||||||
Total Goodwill
|
$
|
8,537
|
|
|
$
|
714
|
|
|
$
|
16
|
|
|
$
|
9,267
|
|
|
$
|
30
|
|
|
$
|
(203
|
)
|
|
$
|
9,094
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||
|
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
|
$
|
1,641
|
|
|
$
|
(1,367
|
)
|
|
$
|
274
|
|
|
5
|
|
$
|
1,653
|
|
|
$
|
(1,213
|
)
|
|
$
|
440
|
|
|
5
|
Marketing related
|
849
|
|
|
(729
|
)
|
|
120
|
|
|
5
|
|
780
|
|
|
(677
|
)
|
|
103
|
|
|
5
|
||||||
Developed technologies
|
579
|
|
|
(478
|
)
|
|
101
|
|
|
4
|
|
554
|
|
|
(401
|
)
|
|
153
|
|
|
4
|
||||||
Braintree related
(1)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
155
|
|
|
—
|
|
|
155
|
|
|
—
|
||||||
All other
|
279
|
|
|
(210
|
)
|
|
69
|
|
|
4
|
|
273
|
|
|
(183
|
)
|
|
90
|
|
|
4
|
||||||
|
$
|
3,348
|
|
|
$
|
(2,784
|
)
|
|
$
|
564
|
|
|
|
|
$
|
3,415
|
|
|
$
|
(2,474
|
)
|
|
$
|
941
|
|
|
|
Fiscal years:
|
||||
|
2015
|
$
|
306
|
|
|
2016
|
182
|
|
|
|
2017
|
50
|
|
|
|
2018
|
22
|
|
|
|
2019
|
4
|
|
|
|
Thereafter
|
—
|
|
|
|
|
$
|
564
|
|
•
|
results of operations of various initiatives which support all of our reportable segments;
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Net Revenue
|
|
|
|
|
|
||||||
Marketplaces
|
|
|
|
|
|
||||||
Net transaction revenues
|
$
|
6,995
|
|
|
$
|
6,569
|
|
|
$
|
5,834
|
|
Marketing services and other revenues
|
1,822
|
|
|
1,715
|
|
|
1,564
|
|
|||
|
8,817
|
|
|
8,284
|
|
|
7,398
|
|
|||
Payments
|
|
|
|
|
|
||||||
Net transaction revenues
|
7,218
|
|
|
6,096
|
|
|
5,146
|
|
|||
Marketing services and other revenues
|
686
|
|
|
532
|
|
|
428
|
|
|||
|
7,904
|
|
|
6,628
|
|
|
5,574
|
|
|||
Enterprise
(1)
|
|
|
|
|
|
||||||
Net transaction revenues
|
985
|
|
|
898
|
|
|
850
|
|
|||
Marketing services and other revenues
|
253
|
|
|
268
|
|
|
271
|
|
|||
|
1,238
|
|
|
1,166
|
|
|
1,121
|
|
|||
|
|
|
|
|
|
||||||
Elimination of inter-segment net revenue
(2)
|
(57
|
)
|
|
(31
|
)
|
|
(21
|
)
|
|||
Total consolidated net revenue
|
$
|
17,902
|
|
|
$
|
16,047
|
|
|
$
|
14,072
|
|
|
|
|
|
|
|
||||||
Operating income (loss)
|
|
|
|
|
|
||||||
Marketplaces
|
$
|
3,327
|
|
|
$
|
3,351
|
|
|
$
|
2,943
|
|
Payments
|
1,835
|
|
|
1,588
|
|
|
1,359
|
|
|||
Enterprise
|
83
|
|
|
72
|
|
|
55
|
|
|||
Corporate and other
|
(1,731
|
)
|
|
(1,640
|
)
|
|
(1,469
|
)
|
|||
Total operating income (loss)
|
$
|
3,514
|
|
|
$
|
3,371
|
|
|
$
|
2,888
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Net revenues:
|
|
|
|
|
|
||||||
U.S.
|
$
|
8,495
|
|
|
$
|
7,712
|
|
|
$
|
6,778
|
|
United Kingdom
|
2,633
|
|
|
2,183
|
|
|
1,889
|
|
|||
Germany
|
2,107
|
|
|
1,930
|
|
|
1,679
|
|
|||
Rest of world
|
4,667
|
|
|
4,222
|
|
|
3,726
|
|
|||
Total net revenues
|
$
|
17,902
|
|
|
$
|
16,047
|
|
|
$
|
14,072
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Long-lived tangible assets:
|
|
|
|
||||
U.S.
|
$
|
2,924
|
|
|
$
|
2,756
|
|
International
|
229
|
|
|
240
|
|
||
Total long-lived tangible assets
|
$
|
3,153
|
|
|
$
|
2,996
|
|
|
December 31, 2014
|
||||||||||||||
|
Gross
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
|
(In millions)
|
||||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29
|
|
Corporate debt securities
|
2,519
|
|
|
1
|
|
|
(1
|
)
|
|
2,519
|
|
||||
Government and agency securities
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Time deposits and other
|
181
|
|
|
—
|
|
|
—
|
|
|
181
|
|
||||
Equity instruments
|
10
|
|
|
1,028
|
|
|
—
|
|
|
1,038
|
|
||||
|
$
|
2,742
|
|
|
$
|
1,029
|
|
|
$
|
(1
|
)
|
|
$
|
3,770
|
|
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
5,319
|
|
|
18
|
|
|
(18
|
)
|
|
5,319
|
|
||||
Government and agency securities
|
232
|
|
|
1
|
|
|
—
|
|
|
233
|
|
||||
|
$
|
5,551
|
|
|
$
|
19
|
|
|
$
|
(18
|
)
|
|
$
|
5,552
|
|
|
December 31, 2013
|
||||||||||||||
|
Gross
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
|
(In millions)
|
||||||||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
Corporate debt securities
|
3,525
|
|
|
4
|
|
|
—
|
|
|
3,529
|
|
||||
Government and agency securities
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
||||
Time deposits and other
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||
Equity instruments
|
12
|
|
|
881
|
|
|
—
|
|
|
893
|
|
||||
|
$
|
3,646
|
|
|
$
|
885
|
|
|
$
|
—
|
|
|
$
|
4,531
|
|
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
4,409
|
|
|
41
|
|
|
(5
|
)
|
|
4,445
|
|
||||
Government and agency securities
|
250
|
|
|
1
|
|
|
—
|
|
|
251
|
|
||||
|
$
|
4,659
|
|
|
$
|
42
|
|
|
$
|
(5
|
)
|
|
$
|
4,696
|
|
|
December 31,
2014 |
||
|
(In millions)
|
||
One year or less (including restricted cash of $29)
|
$
|
2,732
|
|
One year through two years
|
1,550
|
|
|
Two years through three years
|
2,055
|
|
|
Three years through four years
|
1,106
|
|
|
Four years through five years
|
736
|
|
|
Five years through six years
|
86
|
|
|
Six years through seven years
|
2
|
|
|
Seven years through eight years
|
—
|
|
|
Eight years through nine years
|
17
|
|
|
Nine years through ten years
|
—
|
|
|
|
$
|
8,284
|
|
Description
|
|
Balance as of
December 31, 2014
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
|
|
(In millions)
|
||||||||||
Assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
6,328
|
|
|
$
|
3,917
|
|
|
$
|
2,411
|
|
Short-term investments:
|
|
|
|
|
|
|
||||||
Restricted cash
|
|
29
|
|
|
29
|
|
|
—
|
|
|||
Corporate debt securities
|
|
2,519
|
|
|
—
|
|
|
2,519
|
|
|||
Government and agency securities
|
|
3
|
|
|
—
|
|
|
3
|
|
|||
Time deposits
|
|
181
|
|
|
—
|
|
|
181
|
|
|||
Equity instruments
|
|
1,038
|
|
|
1,038
|
|
|
—
|
|
|||
Total short-term investments
|
|
3,770
|
|
|
1,067
|
|
|
2,703
|
|
|||
Funds receivable and customer accounts
|
|
4,161
|
|
|
—
|
|
|
4,161
|
|
|||
Derivatives
|
|
222
|
|
|
—
|
|
|
222
|
|
|||
Long-term investments:
|
|
|
|
|
|
|
||||||
Corporate debt securities
|
|
5,319
|
|
|
—
|
|
|
5,319
|
|
|||
Government and agency securities
|
|
233
|
|
|
—
|
|
|
233
|
|
|||
Total long-term investments
|
|
5,552
|
|
|
—
|
|
|
5,552
|
|
|||
Total financial assets
|
|
$
|
20,033
|
|
|
$
|
4,984
|
|
|
$
|
15,049
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
29
|
|
Description
|
|
Balance as of
December 31, 2013
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
|
|
(In millions)
|
||||||||||
Assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
4,494
|
|
|
$
|
4,159
|
|
|
$
|
335
|
|
Short-term investments:
|
|
|
|
|
|
|
||||||
Restricted cash
|
|
17
|
|
|
17
|
|
|
—
|
|
|||
Corporate debt securities
|
|
3,529
|
|
|
—
|
|
|
3,529
|
|
|||
Government and agency securities
|
|
43
|
|
|
—
|
|
|
43
|
|
|||
Time deposits
|
|
49
|
|
|
—
|
|
|
49
|
|
|||
Equity instruments
|
|
893
|
|
|
893
|
|
|
—
|
|
|||
Total short-term investments
|
|
4,531
|
|
|
910
|
|
|
3,621
|
|
|||
Funds receivable and customer accounts
|
|
3,563
|
|
|
—
|
|
|
3,563
|
|
|||
Derivatives
|
|
44
|
|
|
—
|
|
|
44
|
|
|||
Long-term investments:
|
|
|
|
|
|
|
||||||
Corporate debt securities
|
|
4,445
|
|
|
—
|
|
|
4,445
|
|
|||
Government and agency securities
|
|
251
|
|
|
—
|
|
|
251
|
|
|||
Total long-term investments
|
|
4,696
|
|
|
—
|
|
|
4,696
|
|
|||
Total financial assets
|
|
$
|
17,328
|
|
|
$
|
5,069
|
|
|
$
|
12,259
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
||||||
Derivatives
|
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
151
|
|
|
Balance Sheet Location
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
|
|
|
(In millions)
|
||||||
Derivative Assets:
|
|
|
|
|
|
||||
Foreign exchange contracts designated as cash flow hedges
|
Other Current Assets
|
|
$
|
170
|
|
|
$
|
15
|
|
Foreign exchange contracts not designated as hedging instruments
|
Other Current Assets
|
|
30
|
|
|
29
|
|
||
Interest rate contracts designated as fair value hedges
|
Other Assets
|
|
22
|
|
|
N/A
|
|
||
Total derivative assets
|
|
|
$
|
222
|
|
|
$
|
44
|
|
|
|
|
|
|
|
||||
Derivative Liabilities:
|
|
|
|
|
|
||||
Foreign exchange contracts designated as cash flow hedges
|
Other Current Liabilities
|
|
$
|
2
|
|
|
$
|
121
|
|
Foreign exchange contracts not designated as hedging instruments
|
Other Current Liabilities
|
|
27
|
|
|
30
|
|
||
Total derivative liabilities
|
|
|
$
|
29
|
|
|
$
|
151
|
|
|
|
|
|
|
|
||||
Total fair value of derivative instruments
|
|
|
$
|
193
|
|
|
$
|
(107
|
)
|
|
December 31, 2013
|
|
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)
|
|
December 31, 2014
|
||||||
|
(In millions)
|
||||||||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
(106
|
)
|
|
238
|
|
|
(36
|
)
|
|
$
|
168
|
|
|
December 31, 2012
|
|
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)
|
|
December 31, 2013
|
||||||
|
(In millions)
|
||||||||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
(55
|
)
|
|
(65
|
)
|
|
(14
|
)
|
|
$
|
(106
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Foreign exchange contracts designated as cash flow hedges recognized in net revenues
|
$
|
(36
|
)
|
|
$
|
(4
|
)
|
|
$
|
44
|
|
Foreign exchange contracts designated as cash flow hedges recognized in operating expenses
|
—
|
|
|
(9
|
)
|
|
16
|
|
|||
Foreign exchange contracts not designated as hedging instruments recognized in interest and other, net
|
8
|
|
|
14
|
|
|
—
|
|
|||
Total gain (loss) recognized from foreign exchange derivative contracts in the consolidated statement of income
|
$
|
(28
|
)
|
|
$
|
1
|
|
|
$
|
60
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Gain (loss) from interest rate contracts designated as fair value hedges recognized in interest and other, net
|
$
|
22
|
|
|
N/A
|
|
|
N/A
|
|
||
Gain (loss) from hedged items attributable to hedged risk recognized in interest and other, net
|
(22
|
)
|
|
N/A
|
|
|
N/A
|
|
|||
Total gain (loss) recognized from interest rate derivative contracts in the consolidated statement of income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Other contracts not designated as hedging instruments recognized in interest and other, net
|
—
|
|
|
—
|
|
|
3
|
|
|||
Total gain (loss) recognized from other derivative contracts in the consolidated statement of income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
1,905
|
|
|
$
|
2,294
|
|
|
$
|
2,321
|
|
Foreign exchange contracts not designated as hedging instruments
|
2,538
|
|
|
3,311
|
|
|
4,303
|
|
|||
Interest rate contracts designated as fair value hedges
|
2,400
|
|
|
N/A
|
|
|
N/A
|
|
|||
Total
|
$
|
6,843
|
|
|
$
|
5,605
|
|
|
$
|
6,624
|
|
|
As of December 31,
|
||||||
2014
|
|
2013
|
|||||
(In millions)
|
|||||||
Property and equipment:
|
|
|
|
||||
Computer equipment and software
|
$
|
6,073
|
|
|
$
|
5,179
|
|
Land and buildings, including building improvements
|
943
|
|
|
931
|
|
||
Leasehold improvements
|
549
|
|
|
512
|
|
||
Furniture and fixtures
|
350
|
|
|
290
|
|
||
Construction in progress and other
|
331
|
|
|
208
|
|
||
|
8,246
|
|
|
7,120
|
|
||
Accumulated depreciation
|
(5,344
|
)
|
|
(4,360
|
)
|
||
|
$
|
2,902
|
|
|
$
|
2,760
|
|
|
|
Coupon
|
|
Carrying Value as of
|
|
Effective
|
|
Carrying Value as of
|
|
Effective
|
|||||||
|
|
Rate
|
|
December 31, 2014
|
|
Interest Rate
|
|
December 31, 2013
|
|
Interest Rate
|
|||||||
|
|
(In millions, except percentages)
|
|||||||||||||||
Long-Term Debt
|
|
|
|
|
|
|
|
|
|
|
|||||||
Floating Rate Notes:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior notes due 2017
|
|
LIBOR plus 0.20%
|
|
|
$
|
450
|
|
|
0.560
|
%
|
|
—
|
|
|
—
|
%
|
|
Senior notes due 2019
|
|
LIBOR plus 0.48%
|
|
|
400
|
|
|
0.811
|
%
|
|
—
|
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fixed Rate Notes:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior notes due 2015
|
|
0.700
|
%
|
|
$
|
—
|
|
|
|
|
$
|
250
|
|
|
0.820
|
%
|
|
Senior notes due 2015
|
|
1.625
|
%
|
|
—
|
|
|
|
|
599
|
|
|
1.805
|
%
|
|||
Senior notes due 2017
|
|
1.350
|
%
|
|
1,000
|
|
|
1.456
|
%
|
|
1,000
|
|
|
1.456
|
%
|
||
Senior notes due 2019
|
|
2.200
|
%
|
|
1,148
|
|
|
2.346
|
%
|
|
—
|
|
|
—
|
%
|
||
Senior notes due 2020
|
|
3.250
|
%
|
|
498
|
|
|
3.389
|
%
|
|
498
|
|
|
3.389
|
%
|
||
Senior notes due 2021
|
|
2.875
|
%
|
|
749
|
|
|
2.993
|
%
|
|
—
|
|
|
—
|
%
|
||
Senior notes due 2022
|
|
2.600
|
%
|
|
999
|
|
|
2.678
|
%
|
|
999
|
|
|
2.678
|
%
|
||
Senior notes due 2024
|
|
3.450
|
%
|
|
749
|
|
|
3.531
|
%
|
|
—
|
|
|
—
|
%
|
||
Senior notes due 2042
|
|
4.000
|
%
|
|
743
|
|
|
4.114
|
%
|
|
743
|
|
|
4.114
|
%
|
||
Total senior notes
|
|
|
|
6,736
|
|
|
|
|
4,089
|
|
|
|
|||||
Hedge accounting fair value adjustments
|
|
|
|
22
|
|
|
|
|
N/A
|
|
|
|
|||||
Other indebtedness
|
|
|
|
19
|
|
|
|
|
28
|
|
|
|
|||||
Total long-term debt
|
|
|
|
$
|
6,777
|
|
|
|
|
$
|
4,117
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Short-Term Debt
|
|
|
|
|
|
|
|
|
|
|
|||||||
Senior notes due 2015
|
|
0.700
|
%
|
|
250
|
|
|
0.820
|
%
|
|
—
|
|
|
—
|
%
|
||
Senior notes due 2015
|
|
1.625
|
%
|
|
600
|
|
|
1.805
|
%
|
|
—
|
|
|
—
|
%
|
||
Other indebtedness
|
|
|
|
—
|
|
|
|
|
6
|
|
|
|
|||||
Total short-term debt
|
|
|
|
850
|
|
|
|
|
6
|
|
|
|
|||||
Total Debt
|
|
|
|
$
|
7,627
|
|
|
|
|
$
|
4,123
|
|
|
|
Fiscal Years:
|
||||
|
2015
|
$
|
850
|
|
|
2016
|
—
|
|
|
|
2017
|
1,450
|
|
|
|
2018
|
—
|
|
|
|
2019
|
1,550
|
|
|
|
Thereafter
|
3,750
|
|
|
|
|
$
|
7,600
|
|
|
Leases
|
||
|
(In millions)
|
||
2015
|
$
|
113
|
|
2016
|
96
|
|
|
2017
|
83
|
|
|
2018
|
63
|
|
|
2019
|
42
|
|
|
Thereafter
|
52
|
|
|
Total minimum lease payments
|
$
|
449
|
|
|
Shares Repurchased
|
|
Average Price per Share
(1)
|
|
Value of Shares Repurchased
|
|
Remaining Amount Authorized
|
|||||||
|
(In millions, except per share amounts)
|
|||||||||||||
Balance at January 1, 2014
|
25
|
|
|
$
|
54.30
|
|
|
$
|
1,360
|
|
|
$
|
640
|
|
Authorization of additional plan in January 2014
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|||
Repurchase of shares of common stock
|
88
|
|
|
52.64
|
|
|
4,655
|
|
|
(4,655
|
)
|
|||
Balance at December 31, 2014
|
113
|
|
|
$
|
53.01
|
|
|
$
|
6,015
|
|
|
$
|
985
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted Average Remaining Contractual Term (Years)
|
|
Aggregate Intrinsic Value
|
|||||
|
(In millions, except per share amounts and years)
|
|||||||||||
Outstanding at January 1, 2014
|
14
|
|
|
$
|
29.79
|
|
|
|
|
|
||
Granted and assumed
|
2
|
|
|
$
|
54.90
|
|
|
|
|
|
||
Exercised
|
(5
|
)
|
|
$
|
25.92
|
|
|
|
|
|
||
Forfeited/expired/canceled
|
(1
|
)
|
|
$
|
41.42
|
|
|
|
|
|
||
Outstanding at December 31, 2014
|
10
|
|
|
$
|
34.14
|
|
|
3.73
|
|
$
|
209
|
|
Expected to vest
|
9
|
|
|
$
|
33.64
|
|
|
3.65
|
|
$
|
207
|
|
Options exercisable
|
6
|
|
|
$
|
28.73
|
|
|
2.81
|
|
$
|
175
|
|
|
Units
|
|
Weighted Average
Grant-Date
Fair Value
(per share)
|
|||
|
(In millions, except per share amounts)
|
|||||
Outstanding at January 1, 2014
|
34
|
|
|
$
|
42.32
|
|
Awarded and assumed
|
21
|
|
|
$
|
54.77
|
|
Vested
|
(13
|
)
|
|
$
|
40.15
|
|
Forfeited
|
(6
|
)
|
|
$
|
47.11
|
|
Outstanding at December 31, 2014
|
36
|
|
|
$
|
50.21
|
|
Expected to vest at December 31, 2014
|
31
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Cost of net revenues
|
$
|
76
|
|
|
$
|
79
|
|
|
$
|
55
|
|
Sales and marketing
|
183
|
|
|
159
|
|
|
135
|
|
|||
Product development
|
227
|
|
|
187
|
|
|
138
|
|
|||
General and administrative
|
189
|
|
|
184
|
|
|
160
|
|
|||
Total stock-based compensation expense
|
$
|
675
|
|
|
$
|
609
|
|
|
$
|
488
|
|
Capitalized in product development
|
$
|
18
|
|
|
$
|
15
|
|
|
$
|
19
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Risk-free interest rate
|
1.2
|
%
|
|
0.6
|
%
|
|
0.7
|
%
|
Expected life (in years)
|
4.1
|
|
|
4.1
|
|
|
4.0
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
29
|
%
|
|
34
|
%
|
|
38
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
United States
|
$
|
173
|
|
|
$
|
594
|
|
|
$
|
605
|
|
International
|
3,358
|
|
|
2,872
|
|
|
2,479
|
|
|||
|
$
|
3,531
|
|
|
$
|
3,466
|
|
|
$
|
3,084
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
492
|
|
|
$
|
455
|
|
|
$
|
327
|
|
State and local
|
20
|
|
|
(4
|
)
|
|
63
|
|
|||
Foreign
|
165
|
|
|
190
|
|
|
120
|
|
|||
|
$
|
677
|
|
|
$
|
641
|
|
|
$
|
510
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
2,808
|
|
|
$
|
18
|
|
|
$
|
34
|
|
State and local
|
14
|
|
|
(22
|
)
|
|
(24
|
)
|
|||
Foreign
|
(14
|
)
|
|
(27
|
)
|
|
(45
|
)
|
|||
|
2,808
|
|
|
(31
|
)
|
|
(35
|
)
|
|||
|
$
|
3,485
|
|
|
$
|
610
|
|
|
$
|
475
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Provision at statutory rate
|
$
|
1,236
|
|
|
$
|
1,213
|
|
|
$
|
1,080
|
|
Permanent differences:
|
|
|
|
|
|
||||||
Prior year foreign earnings no longer considered indefinitely reinvested
|
2,991
|
|
|
—
|
|
|
—
|
|
|||
Foreign income taxed at different rates
|
(709
|
)
|
|
(607
|
)
|
|
(617
|
)
|
|||
Change in valuation allowance
|
(141
|
)
|
|
—
|
|
|
3
|
|
|||
Stock-based compensation
|
42
|
|
|
33
|
|
|
(14
|
)
|
|||
State taxes, net of federal benefit
|
34
|
|
|
(26
|
)
|
|
39
|
|
|||
Research and other tax credits
|
(27
|
)
|
|
(43
|
)
|
|
1
|
|
|||
Divested business
|
—
|
|
|
21
|
|
|
(41
|
)
|
|||
Other
|
59
|
|
|
19
|
|
|
24
|
|
|||
|
$
|
3,485
|
|
|
$
|
610
|
|
|
$
|
475
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss, capital loss and credits
|
$
|
172
|
|
|
$
|
310
|
|
Accruals and allowances
|
371
|
|
|
341
|
|
||
Stock-based compensation
|
161
|
|
|
145
|
|
||
Net unrealized losses
|
19
|
|
|
5
|
|
||
Net deferred tax assets
|
723
|
|
|
801
|
|
||
Valuation allowance
|
(49
|
)
|
|
(186
|
)
|
||
|
$
|
674
|
|
|
$
|
615
|
|
Deferred tax liabilities:
|
|
|
|
||||
Unremitted foreign earnings
|
$
|
(2,995
|
)
|
|
$
|
(246
|
)
|
Acquisition-related intangibles
|
(160
|
)
|
|
(296
|
)
|
||
Depreciation and amortization
|
(398
|
)
|
|
(351
|
)
|
||
Available-for-sale securities
|
(285
|
)
|
|
(332
|
)
|
||
Other
|
(24
|
)
|
|
(28
|
)
|
||
|
(3,862
|
)
|
|
(1,253
|
)
|
||
|
$
|
(3,188
|
)
|
|
$
|
(638
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Gross amounts of unrecognized tax benefits as of the beginning of the period
|
$
|
334
|
|
|
$
|
340
|
|
|
$
|
286
|
|
Increases related to prior period tax positions
|
35
|
|
|
104
|
|
|
60
|
|
|||
Decreases related to prior period tax positions
|
(18
|
)
|
|
(143
|
)
|
|
(24
|
)
|
|||
Increases related to current period tax positions
|
61
|
|
|
37
|
|
|
19
|
|
|||
Settlements
|
(16
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|||
Gross amounts of unrecognized tax benefits as of the end of the period
|
$
|
396
|
|
|
$
|
334
|
|
|
$
|
340
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Interest income
|
$
|
133
|
|
|
$
|
111
|
|
|
$
|
134
|
|
Interest expense
|
(123
|
)
|
|
(100
|
)
|
|
(63
|
)
|
|||
Gain (loss) on divestiture of businesses
|
—
|
|
|
75
|
|
|
118
|
|
|||
Other
|
7
|
|
|
9
|
|
|
7
|
|
|||
|
$
|
17
|
|
|
$
|
95
|
|
|
$
|
196
|
|
|
Unrealized Gains (Losses) on Cash Flow Hedges
|
|
Unrealized
Gains on
Investments
|
|
Foreign
Currency
Translation
|
|
Estimated tax (expense) benefit
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance at December 31, 2013
|
$
|
(106
|
)
|
|
$
|
921
|
|
|
$
|
657
|
|
|
$
|
(316
|
)
|
|
$
|
1,156
|
|
Other comprehensive income before reclassifications
|
238
|
|
|
160
|
|
|
(323
|
)
|
|
(44
|
)
|
|
31
|
|
|||||
Amount of gain (loss) reclassified from accumulated other comprehensive income
|
(36
|
)
|
|
52
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Net current period other comprehensive income
|
274
|
|
|
108
|
|
|
(323
|
)
|
|
(44
|
)
|
|
15
|
|
|||||
Balance at December 31, 2014
|
$
|
168
|
|
|
$
|
1,029
|
|
|
$
|
334
|
|
|
$
|
(360
|
)
|
|
$
|
1,171
|
|
|
Unrealized Gains (Losses) on Cash Flow Hedges
|
|
Unrealized
Gains on
Investments
|
|
Foreign
Currency
Translation
|
|
Estimated tax (expense) benefit
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Balance at December 31, 2012
|
$
|
(55
|
)
|
|
$
|
687
|
|
|
$
|
449
|
|
|
$
|
(225
|
)
|
|
$
|
856
|
|
Other comprehensive income before reclassifications
|
$
|
(65
|
)
|
|
$
|
243
|
|
|
$
|
208
|
|
|
$
|
(91
|
)
|
|
$
|
295
|
|
Amount of gain (loss) reclassified from accumulated other comprehensive income
|
$
|
(14
|
)
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
Net current period other comprehensive income
|
$
|
(51
|
)
|
|
$
|
234
|
|
|
$
|
208
|
|
|
$
|
(91
|
)
|
|
$
|
300
|
|
Balance at December 31, 2013
|
$
|
(106
|
)
|
|
$
|
921
|
|
|
$
|
657
|
|
|
$
|
(316
|
)
|
|
$
|
1,156
|
|
Details about Accumulated Other Comprehensive
Income Components
|
|
Amount of Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive
Income
|
|
Affected Line Item in the Statement of Income
|
||||||
|
|
2014
|
|
2013
|
|
|
||||
|
|
(In millions)
|
|
|
||||||
Gains (losses) on cash flow hedges - foreign exchange contracts
|
|
$
|
(36
|
)
|
|
$
|
(4
|
)
|
|
Net revenues
|
|
|
—
|
|
|
(3
|
)
|
|
Cost of net revenues
|
||
|
|
1
|
|
|
(1
|
)
|
|
Sales and marketing
|
||
|
|
—
|
|
|
(5
|
)
|
|
Product development
|
||
|
|
(1
|
)
|
|
(1
|
)
|
|
General and administrative
|
||
|
|
(36
|
)
|
|
(14
|
)
|
|
Total, before income taxes
|
||
|
|
—
|
|
|
—
|
|
|
Provision for income taxes
|
||
|
|
(36
|
)
|
|
(14
|
)
|
|
Total, net of income taxes
|
||
|
|
|
|
|
|
|
||||
Unrealized gains on investments
|
|
52
|
|
|
9
|
|
|
Interest and other, net
|
||
|
|
52
|
|
|
9
|
|
|
Total, before income taxes
|
||
|
|
—
|
|
|
—
|
|
|
Provision for income taxes
|
||
|
|
52
|
|
|
9
|
|
|
Total, net of income taxes
|
||
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
$
|
16
|
|
|
$
|
(5
|
)
|
|
Total, net of income taxes
|
|
Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
4,262
|
|
|
$
|
4,366
|
|
|
$
|
4,353
|
|
|
$
|
4,921
|
|
Gross profit
|
$
|
2,911
|
|
|
$
|
2,974
|
|
|
$
|
2,964
|
|
|
$
|
3,321
|
|
Net income (loss)
|
$
|
(2,326
|
)
|
|
$
|
676
|
|
|
$
|
673
|
|
|
$
|
1,023
|
|
Net income (loss) per share-basic
|
(1.82
|
)
|
|
0.54
|
|
|
0.54
|
|
|
0.83
|
|
||||
Net income (loss) per share-diluted
|
$
|
(1.82
|
)
|
|
$
|
0.53
|
|
|
$
|
0.54
|
|
|
$
|
0.82
|
|
Weighted-average shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
1,276
|
|
|
1,258
|
|
|
1,242
|
|
|
1,230
|
|
||||
Diluted
|
1,276
|
|
|
1,267
|
|
|
1,251
|
|
|
1,241
|
|
||||
|
|
|
|
|
|
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
(1)
|
|
December 31
|
||||||||
2013
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
3,748
|
|
|
$
|
3,877
|
|
|
$
|
3,892
|
|
|
$
|
4,530
|
|
Gross profit
|
$
|
2,596
|
|
|
$
|
2,666
|
|
|
$
|
2,668
|
|
|
$
|
3,081
|
|
Net income
|
$
|
677
|
|
|
$
|
640
|
|
|
$
|
689
|
|
|
$
|
850
|
|
Net income per share-basic
|
$
|
0.52
|
|
|
$
|
0.49
|
|
|
$
|
0.53
|
|
|
$
|
0.66
|
|
Net income per share-diluted
|
$
|
0.51
|
|
|
$
|
0.49
|
|
|
$
|
0.53
|
|
|
$
|
0.65
|
|
Weighted-average shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
1,295
|
|
|
1,297
|
|
|
1,295
|
|
|
1,295
|
|
||||
Diluted
|
1,319
|
|
|
1,313
|
|
|
1,310
|
|
|
1,310
|
|
(1)
|
The quarterly financial information includes a
$75 million
gain on the sale of our investments in RueLaLa and ShopRunner.
|
|
Balance at Beginning of Period
|
|
Charged/Credited to Net Income
|
|
Charged to Other Account
|
|
Charges Utilized/Write-offs
|
|
Balance at End of Period
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Allowances for Doubtful Accounts and Authorized Credits
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012
|
$
|
87
|
|
|
$
|
177
|
|
|
$
|
—
|
|
|
$
|
(175
|
)
|
|
$
|
89
|
|
Year Ended December 31, 2013
|
89
|
|
|
249
|
|
|
—
|
|
|
(232
|
)
|
|
106
|
|
|||||
Year Ended December 31, 2014
|
$
|
106
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
(88
|
)
|
|
$
|
102
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Transaction, Loan and Interest Losses
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012
|
$
|
193
|
|
|
$
|
573
|
|
|
$
|
—
|
|
|
$
|
(538
|
)
|
|
$
|
228
|
|
Year Ended December 31, 2013
|
228
|
|
|
805
|
|
|
—
|
|
|
(726
|
)
|
|
307
|
|
|||||
Year Ended December 31, 2014
|
$
|
307
|
|
|
$
|
968
|
|
|
$
|
—
|
|
|
$
|
(886
|
)
|
|
$
|
389
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax Valuation Allowance
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012
|
$
|
83
|
|
|
$
|
16
|
|
|
$
|
78
|
|
|
$
|
(8
|
)
|
|
$
|
169
|
|
Year Ended December 31, 2013
|
169
|
|
|
35
|
|
|
(2
|
)
|
|
(16
|
)
|
|
186
|
|
|||||
Year Ended December 31, 2014
|
$
|
186
|
|
|
$
|
(135
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
49
|
|
|
eBay Inc.
|
|
|
|
|
|
By:
|
/s/ John J. Donahoe
|
|
|
John J. Donahoe
|
|
|
President, Chief Executive Officer and Director
|
Principal Executive Officer:
|
|
Principal Financial Officer:
|
||
|
|
|
|
|
By:
|
/s/ John J. Donahoe
|
|
By:
|
/s/ Robert H. Swan
|
|
John J. Donahoe
|
|
|
Robert H. Swan
|
|
President, Chief Executive Officer and Director
|
|
|
Senior Vice President, Finance and Chief Financial Officer
|
|
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Brian J. Doerger
|
|
|
|
|
Brian J. Doerger
|
|
|
|
|
Vice President, Chief Accounting Officer
|
By:
|
/s/ Pierre M. Omidyar
|
|
By:
|
/s/ Fred D. Anderson
|
|
Pierre M. Omidyar
|
|
|
Fred D. Anderson
|
|
Founder, Chairman of the Board and Director
|
|
|
Director
|
|
|
|
|
|
By:
|
/s/ Edward W. Barnholt
|
|
By:
|
/s/ Scott D. Cook
|
|
Edward W. Barnholt
|
|
|
Scott D. Cook
|
|
Director
|
|
|
Director
|
|
|
|
|
|
By:
|
/s/ David W. Dorman
|
|
By:
|
/s/ William C. Ford, Jr.
|
|
David W. Dorman
|
|
|
William C. Ford, Jr.
|
|
Director
|
|
|
Director
|
|
|
|
|
|
By:
|
/s/ Bonnie S. Hammer
|
|
By:
|
/s/ Kathleen C. Mitic
|
|
Bonnie S. Hammer
|
|
|
Kathleen C. Mitic
|
|
Director
|
|
|
Director
|
|
|
|
|
|
By:
|
/s/ David M. Moffett
|
|
By:
|
/s/ Richard T. Schlosberg, III
|
|
David M. Moffett
|
|
|
Richard T. Schlosberg, III
|
|
Director
|
|
|
Director
|
|
|
|
|
|
By:
|
/s/ Thomas J. Tierney
|
|
By:
|
/s/ Perry M. Traquina
|
|
Thomas J. Tierney
|
|
|
Perry M. Traquina
|
|
Director
|
|
|
Director
|
|
|
|
|
|
By:
|
/s/ Frank D. Yeary
|
|
|
|
|
Frank D. Yeary
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
No.
|
|
Exhibit Description
|
|
Filed with
this 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|||
|
|
|
|
|
|
|||||
2.01*++
|
|
Share Purchase Agreement, dated as of September 1, 2009, as amended on September 14, 2009, by and among Registrant, eBay International AG, Sonorit Holding, A.S. and Springboard Group S.à.r.l. (formerly SLP III Cayman DS IV Holdings S.à.r.l.)
|
|
|
|
10-Q
|
|
000-24821
|
|
10/27/2009
|
|
|
|
|
|
|
|||||
2.02*
|
|
Amendments to Share Purchase Agreement, dated as of October 19, 2009, October 21, 2009, November 5, 2009 and November 19, 2009, by and among Registrant, eBay International AG, Sonorit Holding, A.S. and Springboard Group S.à.r.l. (formerly SLP III Cayman DS IV Holdings S.à.r.l.)
|
|
|
|
8-K
|
|
000-24821
|
|
11/20/2009
|
|
|
|
|
|
|
|
|
|
|
|
2.03**
|
|
Agreement and Plan of Merger, dated March 27, 2011, among Registrant, Gibraltar Acquisition Corp. and GSI Commerce, Inc.
|
|
|
|
8-K
|
|
000-24821
|
|
3/30/2011
|
|
|
|
|
|
|
|||||
3.01
|
|
Registrant's Amended and Restated Certificate of Incorporation.
|
|
|
|
8-K
|
|
000-24821
|
|
4/27/2012
|
|
|
|
|
|
|
|||||
3.02
|
|
Registrant's Amended and Restated Bylaws.
|
|
|
|
8-K
|
|
000-24821
|
|
1/7/2015
|
|
|
|
|
|
|
|||||
4.01
|
|
Form of Specimen Certificate for Registrant's Common Stock.
|
|
|
|
S-1
|
|
333-59097
|
|
8/19/1998
|
|
|
|
|
|
|
|
|
|
|
|
4.02
|
|
Indenture dated as of October 28, 2010 between Registrant and Wells Fargo Bank, National Association, as trustee.
|
|
|
|
8-K
|
|
000-24821
|
|
10/28/2010
|
|
|
|
|
|
|
|
|
|
|
|
4.03
|
|
Supplemental Indenture dated as of October 28, 2010 between Registrant and Wells Fargo Bank, National Association, as trustee.
|
|
|
|
8-K
|
|
000-24821
|
|
10/28/2010
|
|
|
|
|
|
|
|
|
|
|
|
4.04
|
|
Forms of 1.625% Note due 2015 and 3.250% Note due 2020.
|
|
|
|
8-K
|
|
000-24821
|
|
10/28/2010
|
|
|
|
|
|
|
|
|
|
|
|
4.05
|
|
Forms of 0.70% Note due 2015, 1.35% Note due 2017, 2.60% Note due 2022 and 4.00% Note due 2042.
|
|
|
|
8-K
|
|
000-24821
|
|
7/24/2012
|
|
|
|
|
|
|
|
|
|
|
|
4.06
|
|
Indenture dated as of July 2, 2007 between GSI Commerce, Inc. and The Bank of New York, as trustee.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/22/2011
|
|
|
|
|
|
|
|
|
|
|
|
4.07
|
|
First Supplemental Indenture dated as of June 17, 2011 to the Indenture dated as of July 2, 2007 between GSI Commerce, Inc. and The Bank of New York Mellon, as trustee.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/22/2011
|
|
|
|
|
|
|
|
|
|
|
|
4.08
|
|
Form of 2.50% Convertible Senior Note due 2027.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/22/2011
|
|
|
|
|
|
|
|
|
|
|
|
4.09
|
|
Forms of Floating Rate Note due 2017, Floating Rate Note due 2019, 2.200% Note due 2019, 2.875% Note due 2021 and 3.450% Note due 2024
|
|
|
|
8-K
|
|
000-24821
|
|
7/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
10.01+
|
|
Form of Indemnity Agreement entered into by Registrant with each of its directors and executive officers.
|
|
|
|
S-1
|
|
333-59097
|
|
7/15/1998
|
|
|
|
|
|
|
|||||
10.02+
|
|
Registrant's 1998 Equity Incentive Plan, as amended.
|
|
|
|
10-K
|
|
000-24821
|
|
2/28/2007
|
|
|
|
|
|
|
|||||
10.03+
|
|
Form of Stock Bonus Agreement under Registrant's 1998 Equity Incentive Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
10/27/2004
|
|
|
|
|
|
|
|||||
10.04+
|
|
Form of Stock Option Agreement under Registrant's 1998 Equity Incentive Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
10/27/2004
|
|
|
|
|
|
|
|
|
|
|
|
10.05+
|
|
Form of Restricted Stock Unit Agreement (and Performance-Based Restricted Stock Unit Agreement) under Registrant's 1998 Equity Incentive Plan.
|
|
|
|
10-K
|
|
000-24821
|
|
2/28/2007
|
|
|
|
|
|
|
No.
|
|
Exhibit Description
|
|
Filed with
this 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|||
10.06+
|
|
Registrant's Amended and Restated 1998 Employee Stock Purchase Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/27/2007
|
|
|
|
|
|
|
|||||
10.07+
|
|
Registrant's 1998 Directors Stock Option Plan, as amended.
|
|
|
|
10-K
|
|
000-24821
|
|
2/28/2007
|
|
|
|
|
|
|
|||||
10.08+
|
|
Registrant's 1999 Global Equity Incentive Plan, as amended.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/27/2007
|
|
|
|
|
|
|
|
|
|
|
|
10.09+
|
|
Form of Stock Option Agreement under Registrant's 1999 Global Equity Incentive Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
10/27/2004
|
|
|
|
|
|
|
|||||
10.10+
|
|
Form of Restricted Stock Unit Agreement under Registrant's 1999 Global Equity Incentive Plan.
|
|
|
|
10-K
|
|
000-24821
|
|
2/28/2007
|
|
|
|
|
|
|
|||||
10.11+
|
|
Registrant's 2001 Equity Incentive Plan, as amended.
|
|
|
|
10-K
|
|
000-24821
|
|
2/28/2007
|
|
|
|
|
|
|
|||||
10.12+
|
|
Form of Stock Option Agreement under Registrant's 2001 Equity Incentive Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
10/27/2004
|
|
|
|
|
|
|
|||||
10.13+
|
|
Registrant's 2003 Deferred Stock Unit Plan, as amended.
|
|
|
|
10-K
|
|
000-24821
|
|
2/28/2007
|
|
|
|
|
|
|
|
|
|
|
|
10.14+
|
|
Amendment to Registrant's 2003 Deferred Stock Unit Plan, effective April 2, 2012.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|||||
10.15+
|
|
Form of Director Award Agreement under Registrant's 2003 Deferred Stock Unit Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.16+
|
|
Form of Electing Director Award Agreement under Registrant's 2003 Deferred Stock Unit Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|||||
10.17+
|
|
Form of New Director Award Agreement under Registrant's 2003 Deferred Stock Unit Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|||||
10.18+
|
|
Form of 2003 Deferred Stock Unit Plan Restricted Stock Unit Grant Notice and Agreement.
|
|
|
|
10-Q/A
|
|
000-24821
|
|
4/24/2008
|
|
|
|
|
|
|
|||||
10.19+
|
|
Registrant's 2008 Equity Incentive Award Plan, as amended and restated.
|
|
|
|
S-8
|
|
000-24821
|
|
5/15/2014
|
|
|
|
|
|
|
|||||
10.20+
|
|
Amendment to the Registrant's 2008 Equity Incentive Award Plan, Registrant's 2001 Equity Incentive Plan, Registrant's 1999 Global Equity Incentive Plan, Registrant's 1998 Equity Incentive Plan and Shopping.com Ltd. 2004 Equity Incentive Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/29/2009
|
|
|
|
|
|
|
|
|
|
|
|
10.21+
|
|
Form of Restricted Stock Unit Award Agreement (and Performance-Based Restricted Stock Unit Agreement) under Registrant's 2003 Deferred Stock Unit Plan, Registrant's 2008 Equity Incentive Award Plan and GSI Commerce, Inc. 2010 Equity Incentive Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.22+
|
|
Form of Restricted Stock Unit Award Agreement (with Modified Vesting) under Registrant's 2008 Equity Incentive Award Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.23+
|
|
Form of Stock Option Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.24+
|
|
Form of Stock Option Agreement (with Modified Vesting) under Registrant's 2008 Equity Incentive Award Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.25+
|
|
Form of Performance Share Unit Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.26+
|
|
Form of Director Deferred Stock Unit Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.27+
|
|
Form of Restricted Stock Unit Agreement (and Performance-Based Restricted Stock Unit Agreement) under Registrant's 2008 Equity Incentive Award Plan.
|
|
|
|
8-K
|
|
000-24821
|
|
6/25/2008
|
|
|
|
|
|
|
No.
|
|
Exhibit Description
|
|
Filed with
this 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|||
10.28+
|
|
eBay Incentive Plan.
|
|
|
|
DEF 14A
|
|
000-24821
|
|
3/19/2010
|
|
|
|
|
|
|
|
|
|
|
|
10.29+
|
|
Amendment to eBay Incentive Plan, effective April 2, 2012.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|||||
10.30+
|
|
eBay Inc. Deferred Compensation Plan.
|
|
|
|
8-K
|
|
000-24821
|
|
12/20/2007
|
|
|
|
|
|
|
|||||
10.31+
|
|
Employment Letter Agreement dated March 31, 2008, between John Donahoe and Registrant.
|
|
|
|
10-Q/A
|
|
000-24821
|
|
4/24/2008
|
|
|
|
|
|
|
|||||
10.32+
|
|
Letter Agreement dated September 30, 2008 between Robert Swan and Registrant.
|
|
|
|
10-Q
|
|
000-24821
|
|
10/23/2008
|
|
|
|
|
|
|
|
|
|
|
|
10.33+
|
|
GSI Commerce, Inc. 2010 Equity Incentive Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/22/2011
|
|
|
|
|
|
|
|
|
|
|
|
10.34+
|
|
Amendment to GSI Commerce, Inc. 2010 Equity Incentive Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/22/2011
|
|
|
|
|
|
|
|
|
|
|
|
10.35+
|
|
Amendment to GSI Commerce, Inc. 2010 Equity Incentive Plan, effective April 2, 2012.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.36+
|
|
Form of Restricted Stock Unit Award Agreement under GSI Commerce, Inc. 2012 Equity Incentive Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.37+
|
|
GSI Commerce, Inc. Leadership Team Incentive Plan (Filed as Appendix B to GSI Commerce, Inc.'s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 25, 2008 and incorporated herein by reference).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.38+
|
|
Amendment to GSI Commerce, Inc. Leadership Team Incentive Plan, effective April 2, 2012.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.39+
|
|
Form of Restricted Stock Unit Agreement (and Performance-Based Restricted Stock Unit Agreement) under GSI Commerce, Inc. 2010 Equity Incentive Plan, as amended.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/22/2011
|
|
|
|
|
|
|
|
|
|
|
|
10.40+
|
|
eBay Inc. Employee Stock Purchase Plan.
|
|
|
|
DEF 14A
|
|
000-24821
|
|
3/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
10.41+
|
|
Offer letter dated August 30, 2011 and executed on September 2, 2011 between Registrant and Devin Wenig.
|
|
|
|
8-K
|
|
000-24821
|
|
9/6/2011
|
|
|
|
|
|
|
|
|
|
|
|
10.42
|
|
Credit Agreement, dated as of November 22, 2011, by and among Registrant, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
|
|
8-K
|
|
000-24821
|
|
11/28/2011
|
|
|
|
|
|
|
|
|
|
|
|
10.43
|
|
First Amendment, dated as of March 4, 2013, to the Credit Agreement, dated as of November 22, 2011, by and among Registrant, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
|
|
10-Q
|
|
000-24821
|
|
4/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
10.44+
|
|
Form of New Director Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
4/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
10.45+
|
|
Form of Director Annual Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
4/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
10.46+
|
|
Form of Electing Director Quarterly Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
4/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
10.47+
|
|
Form of Performance Share Unit Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
4/19/2013
|
|
|
|
|
|
|
|||||
10.48+
|
|
Form of Global Stock Option Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/18/2014
|
|
|
|
|
|
|
|
|
|
|
|
10.49+
|
|
Form of Global Restricted Stock Unit Agreement (and Performance-Based Restricted Stock Unit Agreement) under Registrant's 2008 Equity Incentive Award Plan.
|
|
|
|
10-Q
|
|
000-24821
|
|
7/18/2014
|
|
|
|
|
|
|
|||||
10.50+
|
|
Separation Agreement dated September 15, 2014 between Registrant and Mark Carges.
|
|
|
|
10-Q
|
|
000-24821
|
|
10/16/2014
|
No.
|
|
Exhibit Description
|
|
Filed with
this 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|||
|
|
|
|
|
|
|
|
|
|
|
10.51+
|
|
Offer Letter dated September 29, 2014 between Registrant and Daniel Schulman.
|
|
|
|
10-Q
|
|
000-24821
|
|
10/16/2014
|
|
|
|
|
|
|
|
|
|
|
|
10.52+
|
|
Letter Agreement dated September 29, 2014 between Registrant and Devin Wenig.
|
|
|
|
10-Q
|
|
000-24821
|
|
10/16/2014
|
|
|
|
|
|
|
|
|
|
|
|
10.53+
|
|
Written Description of Transaction Success and Retention Program.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.54+
|
|
Amendment dated December 31, 2014 to Offer Letter between Registrant and Daniel Schulman.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.01
|
|
Statement regarding computation of ratio of earnings to fixed charges.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.01
|
|
List of Subsidiaries.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
23.01
|
|
PricewaterhouseCoopers LLP consent.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
24.01
|
|
Power of Attorney (see signature page).
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
31.01
|
|
Certification of Registrant's Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
31.02
|
|
Certification of Registrant's Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
32.01
|
|
Certification of Registrant's Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
32.02
|
|
Certification of Registrant's Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
101.INS
|
|
XBRL Instance Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
X
|
|
|
|
|
|
|
+
|
Indicates a management contract or compensatory plan or arrangement
|
++
|
Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission.
|
*
|
The annexes and schedules to the Share Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of any annexes or schedules to the Securities and Exchange Commission upon request.
|
**
|
The schedules and exhibits to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of any annexes or schedules to the Securities and Exchange Commission upon request.
|
|
|
/s/ John Donahoe
|
John Donahoe
|
President and Chief Executive Officer
|
eBay Inc.
|
|
ACCEPTED:
|
/s/ Daniel Schulman
|
Daniel Schulman
|
|
December 31, 2014
|
|
Year Ended December 31,
|
|||||||||
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
Income Before Income Taxes, Noncontrolling Interest and Income/Loss of Equity Method Investees
|
2,111
|
|
3,926
|
|
3,111
|
|
3,483
|
|
3,576
|
|
Add: Fixed Charges
(1)
|
45
|
|
80
|
|
122
|
|
161
|
|
175
|
|
Earnings
(2)
|
2,156
|
|
4,006
|
|
3,233
|
|
3,644
|
|
3,751
|
|
Fixed Charges
(1)
|
45
|
|
80
|
|
122
|
|
161
|
|
175
|
|
Ratio of Earnings to Fixed Charges
|
47.9
|
x
|
50.1
|
x
|
26.4
|
x
|
22.6
|
x
|
21.4
|
x
|
(1)
|
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.
|
(2)
|
Earnings consist of income before income taxes, noncontrolling interest and equity in gains or losses of equity method investees plus Fixed Charges.
|
|
|
Jurisdiction of
|
|
Percent Ownership
|
Name
|
|
Incorporation
|
|
If Less Than 100%
|
|
|
|
|
|
Autoact AB
|
|
Sweden
|
|
|
Baazee.com Private Limited
|
|
Mauritius
|
|
|
Bil Markedet ApS
|
|
Denmark
|
|
|
BillSafe GmbH
|
|
Germany
|
|
|
Den Bla Avis A/S
|
|
Denmark
|
|
|
EachNet.com Limited
|
|
Cayman Islands
|
|
|
eBay Advertising Group GmbH
|
|
Germany
|
|
|
eBay Asia Pacific Regional Management Services Ltd.
|
|
Korea
|
|
|
eBay Australia and New Zealand Pty Limited
|
|
Australia
|
|
|
eBay Canada Limited
|
|
Canada
|
|
|
eBay China Limited
|
|
Cayman Islands, British West Indies
|
|
|
eBay Classifieds Argentina S.R.L.
|
|
Argentina
|
|
|
eBay Classifieds Denmark ApS
|
|
Denmark
|
|
|
eBay Classifieds Mexico, S. de R.L. de C.V.
|
|
Mexico
|
|
|
eBay Corporate Services GmbH
|
|
Germany
|
|
|
eBay Czech Republic s.r.o.
|
|
Czech Republic
|
|
|
eBay do Brasil Servicos de Consultoria e Marketing Ltda
|
|
Brazil
|
|
|
e-Dialog Singapore Private Ltd.
|
|
Singapore
|
|
|
e-Dialog UK Limited
|
|
United Kingdom
|
|
|
eBay Enterprise e-Commerce (Shanghai) Corp. Ltd.
|
|
People's Republic of China
|
|
|
eBay Enterprise Fulfilment GmbH
|
|
Germany
|
|
|
eBay Europe Sarl
|
|
Luxembourg
|
|
|
eBay Europe Services Ltd.
|
|
Ireland
|
|
|
eBay France SAS
|
|
France
|
|
|
eBay GmbH
|
|
Germany
|
|
|
eBay e-Commerce Technology Operations (Shanghai) Co., Ltd.
|
|
People’s Republic of China
|
|
|
eBay Engineering & Research Center (Shanghai) Co., Ltd.
|
|
People’s Republic of China
|
|
|
eBay India Pvt. Ltd.
|
|
India
|
|
|
eBay International Advertising GmbH
|
|
Switzerland
|
|
|
eBay International AG
|
|
Switzerland
|
|
|
eBay International Fund Co. 2 Sarl
|
|
Luxembourg
|
|
|
eBay International Hong Kong Ltd.
|
|
Hong Kong
|
|
|
eBay International Marketing GmbH
|
|
Switzerland
|
|
|
eBay International Treasury Center Sarl
|
|
Luxembourg
|
|
|
eBay International Treasury Center 2 Sarl
|
|
Luxembourg
|
|
|
eBay Israel Holding Ltd.
|
|
Israel
|
|
|
eBay Italia S.r.l.
|
|
Italy
|
|
|
eBay Japan K.K.
|
|
Japan
|
|
|
eBay Korea Co., Ltd.
|
|
Korea
|
|
99.9%
|
eBay KTA (UK) Limited
|
|
United Kingdom
|
|
|
eBay Management (Shanghai) Co., Ltd.
|
|
People’s Republic of China
|
|
|
eBay Marketing (Thailand) Company Limited
|
|
Thailand
|
|
|
eBay Motors India Private Limited
|
|
India
|
|
|
eBay Malaysia Sdn Bhd
|
|
Malaysia
|
|
|
eBay Merchant Services GmbH
|
|
Germany
|
|
|
eBay New Ventures K.K.
|
|
Japan
|
|
|
eBay Polska Sp z o.o.
|
|
Poland
|
|
|
eBay RU LLC
|
|
Russia
|
|
|
eBay Services Sarl
|
|
Luxembourg
|
|
|
eBay Services Mexico S. de R.L. de C.V.
|
|
Mexico
|
|
|
eBay Sweden AB
|
|
Sweden
|
|
|
eBay Singapore Services Private Limited
|
|
Singapore
|
|
|
eBay Software Technologies (Shanghai) Co., Ltd.
|
|
People’s Republic of China
|
|
|
|
|
Jurisdiction of
|
|
Percent Ownership
|
Name
|
|
Incorporation
|
|
If Less Than 100%
|
eBay Spain International, S.L.
|
|
Spain
|
|
|
eBay Taiwan Company Ltd.
|
|
Taiwan
|
|
|
eBay Treasury Sarl
|
|
Luxembourg
|
|
|
eBay Treasury International Fund Co. Sarl
|
|
Luxembourg
|
|
|
eBay (UK) Limited
|
|
United Kingdom
|
|
|
Enterprises Kijiji Canada Inc.
|
|
Canada
|
|
|
EU Liaison Office BVBA
|
|
Belgium
|
|
|
Gitti Gidiyor Bilgi Teknolojileri Sanayi ve Ticaret Anonim Sirketi
|
|
Turkey
|
|
93%
|
GSI Commerce GmbH
|
|
Germany
|
|
|
GSI Commerce Solutions International , S.L.
|
|
Spain
|
|
|
GSI Commerce Japan K.K.
|
|
Japan
|
|
|
GSI Luxembourg S.a.r.l.
|
|
Luxembourg
|
|
|
Gumtree.com Limited
|
|
United Kingdom
|
|
|
Gumtree South Africa (Pty) Ltd.
|
|
South Africa
|
|
|
Internet Performance Testing Ltd.
|
|
British Virgin Islands
|
|
|
Kijiji International Limited
|
|
Ireland/Luxembourg
|
|
|
Kijiji Italia s.r.l.
|
|
Italy
|
|
|
Kijiji Norway AS
|
|
Norway
|
|
|
LLC NBCI “PayPal RU”
|
|
Russian Federation
|
|
|
Marktplaats B.V.
|
|
The Netherlands
|
|
|
mobile.de GmbH
|
|
Germany
|
|
|
Nihon PayPal K.K.
|
|
Japan
|
|
50%
|
PayPal Argentina SRL
|
|
Argentina
|
|
|
PayPal Australia Pty Limited
|
|
Australia
|
|
|
PayPal Bilisim Hizmetleri Limited Sirketi
|
|
Turkey
|
|
|
PayPal CA Limited
|
|
Canada
|
|
|
PayPal Credit Pty Ltd.
|
|
Australia
|
|
|
PayPal Deutschland GmbH
|
|
Germany
|
|
|
PayPal Do Brasil Servicos de e Pagamentos Ltda.
|
|
Brazil
|
|
|
PayPal (Europe) Ltd.
|
|
United Kingdom
|
|
|
PayPal (Europe) Sarl
|
|
Luxembourg
|
|
|
PayPal (Europe) Sarl et Cie, SCA
|
|
Luxembourg
|
|
|
PayPal Europe SE
|
|
Ireland
|
|
|
PayPal Europe Services Ltd.
|
|
Ireland
|
|
|
PayPal European Marketing S.A.
|
|
Switzerland
|
|
|
PayPal France SAS
|
|
France
|
|
|
PayPal Hong Kong Limited
|
|
Hong Kong
|
|
|
PayPal India Private Limited
|
|
India
|
|
|
PayPal Information Technologies (Shanghai) Co., Ltd.
|
|
People’s Republic of China
|
|
|
PayPal International Limited
|
|
Ireland/Singapore
|
|
|
PayPal International Sarl
|
|
Luxembourg
|
|
|
PayPal Israel Holding (2008) Ltd.
|
|
Israel
|
|
|
PayPal Israel Ltd.
|
|
Israel
|
|
|
PayPal Italia s.r.l.
|
|
Italy
|
|
|
PayPal Japan K.K.
|
|
Japan
|
|
|
PayPal Korea Services LLC
|
|
Korea
|
|
|
PayPal Malaysia Services Sdn Bhd
|
|
Malaysia
|
|
|
PayPal Mexico, S. de R.L. de C.V.
|
|
Mexico
|
|
|
PayPal Nederlands B.V.
|
|
The Netherlands
|
|
|
PayPal Payments Pte. Holdings S.C.S.
|
|
Luxembourg
|
|
|
PayPal Payments Pte. Ltd.
|
|
Singapore
|
|
|
PayPal Payments Private Limited
|
|
India
|
|
|
PayPal Philippines, Inc.
|
|
Philippines
|
|
|
PayPal Polska Sp z o.o.
|
|
Poland
|
|
|
PayPal Pte. Ltd.
|
|
Singapore
|
|
|
PayPal SE
|
|
United Kingdom
|
|
|
|
|
Jurisdiction of
|
|
Percent Ownership
|
Name
|
|
Incorporation
|
|
If Less Than 100%
|
PayPal Services Canada Limited
|
|
Canada
|
|
|
PayPal Settlement Services (ChongQing) Co., Ltd.
|
|
People’s Republic of China
|
|
|
PayPal Spain S.L.
|
|
Spain
|
|
|
PayPal Taiwan Services Limited
|
|
Taiwan
|
|
|
PayPal (UK) Limited
|
|
United Kingdom
|
|
|
PayPal 2 Sarl
|
|
Luxembourg
|
|
|
PayPal 3 Sarl
|
|
Luxembourg
|
|
|
PayPal 4 Sarl
|
|
Luxembourg
|
|
|
Private Sale GmbH
|
|
Germany
|
|
|
Private Sale International GmbH
|
|
Germany
|
|
|
PT PayPal Marketing Services
|
|
Indonesia
|
|
|
Shanghai An Jie Bao Tong Network Technology Co., Ltd.
|
|
People’s Republic of China
|
|
|
Shanghai eBay Network Information Services Co., Ltd.
|
|
People’s Republic of China
|
|
50%
|
Shopping.com GmbH
|
|
Germany
|
|
|
Shopping.com UK Ltd.
|
|
United Kingdom
|
|
|
Shutl Limited
|
|
United Kingdom
|
|
|
StubHub Europe Sarl
|
|
Luxembourg
|
|
|
StubHub Services Sarl
|
|
Luxembourg
|
|
|
Via-Online GmbH
|
|
Germany
|
|
|
WHERE d.o.o.
|
|
Croatia
|
|
|
X.Commerce Development LLC
|
|
Ukraine
|
|
|
Zendor/GSI Commerce Limited
|
|
United Kingdom
|
|
|
Zong SA
|
|
Switzerland
|
|
|
Zong GmbH
|
|
Germany
|
|
|
|
/s/
John J. Donahoe
|
|
John J. Donahoe
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/
Robert H. Swan
|
|
Robert H. Swan
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
/s/
John J. Donahoe
|
|
John J. Donahoe
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/
Robert H. Swan
|
|
Robert H. Swan
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|