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FORM
|
10-Q
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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EBAY INC
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(Exact name of registrant as specified in its charter)
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||
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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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2025 Hamilton Avenue
|
|
|
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San Jose
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,
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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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Trading symbol(s)
|
Name of exchange on which registered
|
Common stock
|
EBAY
|
The Nasdaq Global Select Market
|
6.00% Notes due 2056
|
EBAYL
|
The Nasdaq Global Select Market
|
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
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Emerging growth company
|
☐
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Item 1:
|
Financial Statements
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
(In millions, except par value)
|
||||||
|
(Unaudited)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
897
|
|
|
$
|
2,202
|
|
Short-term investments
|
2,189
|
|
|
2,713
|
|
||
Accounts receivable, net
|
714
|
|
|
712
|
|
||
Other current assets
|
1,409
|
|
|
1,499
|
|
||
Total current assets
|
5,209
|
|
|
7,126
|
|
||
Long-term investments
|
1,446
|
|
|
3,778
|
|
||
Property and equipment, net
|
1,516
|
|
|
1,597
|
|
||
Goodwill
|
5,097
|
|
|
5,160
|
|
||
Intangible assets, net
|
79
|
|
|
92
|
|
||
Operating lease right-of-use assets
|
634
|
|
|
—
|
|
||
Deferred tax assets
|
4,374
|
|
|
4,792
|
|
||
Other assets
|
359
|
|
|
274
|
|
||
Total assets
|
$
|
18,714
|
|
|
$
|
22,819
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
518
|
|
|
$
|
1,546
|
|
Accounts payable
|
296
|
|
|
286
|
|
||
Accrued expenses and other current liabilities
|
2,507
|
|
|
2,335
|
|
||
Deferred revenue
|
169
|
|
|
170
|
|
||
Income taxes payable
|
195
|
|
|
117
|
|
||
Total current liabilities
|
3,685
|
|
|
4,454
|
|
||
Operating lease liabilities
|
497
|
|
|
—
|
|
||
Deferred tax liabilities
|
2,620
|
|
|
2,925
|
|
||
Long-term debt
|
7,235
|
|
|
7,685
|
|
||
Other liabilities
|
1,407
|
|
|
1,474
|
|
||
Total liabilities
|
15,444
|
|
|
16,538
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value; 3,580 shares authorized; 819 and 915 shares outstanding
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
15,988
|
|
|
15,716
|
|
||
Treasury stock at cost, 870 and 763 shares
|
(30,396
|
)
|
|
(26,394
|
)
|
||
Retained earnings
|
17,315
|
|
|
16,459
|
|
||
Accumulated other comprehensive income
|
361
|
|
|
498
|
|
||
Total stockholders’ equity
|
3,270
|
|
|
6,281
|
|
||
Total liabilities and stockholders’ equity
|
$
|
18,714
|
|
|
$
|
22,819
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
|
(Unaudited)
|
||||||||||||||
Net revenues
|
$
|
2,649
|
|
|
$
|
2,649
|
|
|
$
|
7,979
|
|
|
$
|
7,869
|
|
Cost of net revenues
|
627
|
|
|
608
|
|
|
1,858
|
|
|
1,764
|
|
||||
Gross profit
|
2,022
|
|
|
2,041
|
|
|
6,121
|
|
|
6,105
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
806
|
|
|
852
|
|
|
2,365
|
|
|
2,446
|
|
||||
Product development
|
313
|
|
|
307
|
|
|
932
|
|
|
993
|
|
||||
General and administrative
|
283
|
|
|
248
|
|
|
866
|
|
|
886
|
|
||||
Provision for transaction losses
|
76
|
|
|
65
|
|
|
219
|
|
|
203
|
|
||||
Amortization of acquired intangible assets
|
12
|
|
|
13
|
|
|
37
|
|
|
36
|
|
||||
Total operating expenses
|
1,490
|
|
|
1,485
|
|
|
4,419
|
|
|
4,564
|
|
||||
Income from operations
|
532
|
|
|
556
|
|
|
1,702
|
|
|
1,541
|
|
||||
Interest and other, net
|
(142
|
)
|
|
392
|
|
|
(129
|
)
|
|
661
|
|
||||
Income before income taxes
|
390
|
|
|
948
|
|
|
1,573
|
|
|
2,202
|
|
||||
Income tax provision
|
(80
|
)
|
|
(228
|
)
|
|
(339
|
)
|
|
(437
|
)
|
||||
Income from continuing operations
|
310
|
|
|
720
|
|
|
1,234
|
|
|
1,765
|
|
||||
Income (loss) from discontinued operations, net of income taxes
|
—
|
|
|
1
|
|
|
(4
|
)
|
|
5
|
|
||||
Net income
|
$
|
310
|
|
|
$
|
721
|
|
|
$
|
1,230
|
|
|
$
|
1,770
|
|
|
|
|
|
|
|
|
|
||||||||
Income per share - basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.37
|
|
|
$
|
0.74
|
|
|
$
|
1.43
|
|
|
$
|
1.78
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income per share - basic
|
$
|
0.37
|
|
|
$
|
0.74
|
|
|
$
|
1.43
|
|
|
$
|
1.78
|
|
|
|
|
|
|
|
|
|
||||||||
Income per share - diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.37
|
|
|
$
|
0.73
|
|
|
$
|
1.42
|
|
|
$
|
1.76
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income per share - diluted
|
$
|
0.37
|
|
|
$
|
0.73
|
|
|
$
|
1.42
|
|
|
$
|
1.76
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
830
|
|
|
974
|
|
|
863
|
|
|
992
|
|
||||
Diluted
|
837
|
|
|
983
|
|
|
870
|
|
|
1,005
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In millions)
|
||||||||||||||
|
(Unaudited)
|
||||||||||||||
Net income
|
$
|
310
|
|
|
$
|
721
|
|
|
$
|
1,230
|
|
|
$
|
1,770
|
|
Other comprehensive income, net of reclassification adjustments:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation gains (losses)
|
(133
|
)
|
|
(25
|
)
|
|
(185
|
)
|
|
(218
|
)
|
||||
Unrealized gains (losses) on investments, net
|
3
|
|
|
8
|
|
|
59
|
|
|
(30
|
)
|
||||
Tax benefit (expense) on unrealized gains (losses) on investments, net
|
—
|
|
|
(2
|
)
|
|
(15
|
)
|
|
8
|
|
||||
Unrealized gains (losses) on hedging activities, net
|
35
|
|
|
(16
|
)
|
|
5
|
|
|
92
|
|
||||
Tax benefit (expense) on unrealized gains (losses) on hedging activities, net
|
(8
|
)
|
|
4
|
|
|
(1
|
)
|
|
(19
|
)
|
||||
Other comprehensive income (loss), net of tax
|
(103
|
)
|
|
(31
|
)
|
|
(137
|
)
|
|
(167
|
)
|
||||
Comprehensive income (loss)
|
$
|
207
|
|
|
$
|
690
|
|
|
$
|
1,093
|
|
|
$
|
1,603
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In millions)
|
||||||||||||||
|
(Unaudited)
|
||||||||||||||
Common stock:
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Common stock issued
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Common stock repurchased/forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||
Additional paid-in-capital:
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
15,911
|
|
|
15,478
|
|
|
15,716
|
|
|
15,293
|
|
||||
Common stock and stock-based awards issued
|
2
|
|
|
3
|
|
|
57
|
|
|
70
|
|
||||
Tax withholdings related to net share settlements of restricted stock units and awards
|
(43
|
)
|
|
(36
|
)
|
|
(162
|
)
|
|
(189
|
)
|
||||
Stock-based compensation
|
116
|
|
|
125
|
|
|
376
|
|
|
396
|
|
||||
Other
|
2
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Balance, end of period
|
15,988
|
|
|
15,571
|
|
|
15,988
|
|
|
15,571
|
|
||||
Treasury stock at cost:
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
(29,396
|
)
|
|
(23,892
|
)
|
|
(26,394
|
)
|
|
(21,892
|
)
|
||||
Common stock repurchased
|
(1,000
|
)
|
|
(1,001
|
)
|
|
(4,002
|
)
|
|
(3,001
|
)
|
||||
Balance, end of period
|
(30,396
|
)
|
|
(24,893
|
)
|
|
(30,396
|
)
|
|
(24,893
|
)
|
||||
Retained earnings:
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
17,125
|
|
|
14,977
|
|
|
16,459
|
|
|
13,929
|
|
||||
Net income
|
310
|
|
|
721
|
|
|
1,230
|
|
|
1,770
|
|
||||
Dividends and dividend equivalents declared
|
(120
|
)
|
|
—
|
|
|
(374
|
)
|
|
—
|
|
||||
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Balance, end of period
|
17,315
|
|
|
15,699
|
|
|
17,315
|
|
|
15,699
|
|
||||
Accumulated other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
464
|
|
|
581
|
|
|
498
|
|
|
717
|
|
||||
Foreign currency translation adjustment
|
(133
|
)
|
|
(25
|
)
|
|
(185
|
)
|
|
(218
|
)
|
||||
Change in unrealized gains (losses) on investments
|
3
|
|
|
8
|
|
|
59
|
|
|
(30
|
)
|
||||
Change in unrealized gains (losses) on derivative instruments
|
35
|
|
|
(16
|
)
|
|
5
|
|
|
92
|
|
||||
Tax benefit (provision) on above items
|
(8
|
)
|
|
2
|
|
|
(16
|
)
|
|
(11
|
)
|
||||
Balance, end of period
|
361
|
|
|
550
|
|
|
361
|
|
|
550
|
|
||||
Total stockholders’ equity
|
$
|
3,270
|
|
|
$
|
6,929
|
|
|
$
|
3,270
|
|
|
$
|
6,929
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends and dividend equivalents declared per share or restricted stock unit
|
$
|
0.14
|
|
|
$
|
—
|
|
|
$
|
0.42
|
|
|
$
|
—
|
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
1,230
|
|
|
$
|
1,770
|
|
(Income) loss from discontinued operations, net of income taxes
|
4
|
|
|
(5
|
)
|
||
Adjustments:
|
|
|
|
||||
Provision for transaction losses
|
219
|
|
|
203
|
|
||
Depreciation and amortization
|
514
|
|
|
524
|
|
||
Stock-based compensation
|
376
|
|
|
396
|
|
||
(Gain) loss on sale of business
|
52
|
|
|
—
|
|
||
(Gain) loss on investments, net
|
1
|
|
|
(572
|
)
|
||
Deferred income taxes
|
83
|
|
|
81
|
|
||
Change in fair value of warrant
|
(56
|
)
|
|
(232
|
)
|
||
Changes in assets and liabilities, net of acquisition effects
|
(120
|
)
|
|
(738
|
)
|
||
Net cash provided by continuing operating activities
|
2,303
|
|
|
1,427
|
|
||
Net cash used in discontinued operating activities
|
—
|
|
|
(2
|
)
|
||
Net cash provided by operating activities
|
2,303
|
|
|
1,425
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(415
|
)
|
|
(521
|
)
|
||
Purchases of investments
|
(37,401
|
)
|
|
(16,177
|
)
|
||
Maturities and sales of investments
|
40,483
|
|
|
18,431
|
|
||
Equity investment in Paytm Mall
|
(160
|
)
|
|
—
|
|
||
Proceeds from sale of equity investment in Flipkart
|
—
|
|
|
1,029
|
|
||
Acquisitions, net of cash acquired
|
(93
|
)
|
|
(302
|
)
|
||
Other
|
15
|
|
|
13
|
|
||
Net cash provided by investing activities
|
2,429
|
|
|
2,473
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from issuance of common stock
|
59
|
|
|
70
|
|
||
Repurchases of common stock
|
(3,971
|
)
|
|
(2,991
|
)
|
||
Payments for taxes related to net share settlements of restricted stock units and awards
|
(162
|
)
|
|
(189
|
)
|
||
Payments for dividends
|
(360
|
)
|
|
—
|
|
||
Repayment of debt
|
(1,550
|
)
|
|
(750
|
)
|
||
Other
|
1
|
|
|
(27
|
)
|
||
Net cash used in financing activities
|
(5,983
|
)
|
|
(3,887
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(59
|
)
|
|
(50
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(1,310
|
)
|
|
(39
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
2,219
|
|
|
2,140
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
909
|
|
|
$
|
2,101
|
|
|
|
|
|
||||
Supplemental cash flow disclosures:
|
|
|
|
||||
Cash paid for:
|
|
|
|
||||
Interest
|
$
|
260
|
|
|
$
|
268
|
|
Interest on finance lease obligations
|
$
|
1
|
|
|
$
|
—
|
|
Income taxes
|
$
|
223
|
|
|
$
|
569
|
|
Noncash investing activities:
|
|
|
|
||||
Relinquishment of equity method investment
|
$
|
—
|
|
|
$
|
266
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
310
|
|
|
$
|
720
|
|
|
$
|
1,234
|
|
|
$
|
1,765
|
|
Income (loss) from discontinued operations, net of income taxes
|
—
|
|
|
1
|
|
|
(4
|
)
|
|
5
|
|
||||
Net income
|
$
|
310
|
|
|
$
|
721
|
|
|
$
|
1,230
|
|
|
$
|
1,770
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock - basic
|
830
|
|
|
974
|
|
|
863
|
|
|
992
|
|
||||
Dilutive effect of equity incentive awards
|
7
|
|
|
9
|
|
|
7
|
|
|
13
|
|
||||
Weighted average shares of common stock - diluted
|
837
|
|
|
983
|
|
|
870
|
|
|
1,005
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income per share - basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.37
|
|
|
$
|
0.74
|
|
|
$
|
1.43
|
|
|
$
|
1.78
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income per share - basic
|
$
|
0.37
|
|
|
$
|
0.74
|
|
|
$
|
1.43
|
|
|
$
|
1.78
|
|
Income per share - diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.37
|
|
|
$
|
0.73
|
|
|
$
|
1.42
|
|
|
$
|
1.76
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income per share - diluted
|
$
|
0.37
|
|
|
$
|
0.73
|
|
|
$
|
1.42
|
|
|
$
|
1.76
|
|
Common stock equivalents excluded from income per diluted share because their effect would have been anti-dilutive
|
6
|
|
|
15
|
|
|
19
|
|
|
12
|
|
|
Motors.co.uk
|
||
Goodwill
|
$
|
65
|
|
Purchased intangible assets
|
30
|
|
|
Net liabilities
|
(2
|
)
|
|
Total
|
$
|
93
|
|
|
Giosis
|
||
Purchased intangible assets
|
$
|
91
|
|
Goodwill
|
532
|
|
|
Net liabilities
|
(50
|
)
|
|
Total
|
$
|
573
|
|
|
December 31,
2018 |
|
Goodwill
Acquired |
|
Adjustments
|
|
September 30,
2019 |
||||||||
Marketplace
|
$
|
4,594
|
|
|
$
|
—
|
|
|
$
|
(107
|
)
|
|
$
|
4,487
|
|
StubHub
|
227
|
|
|
—
|
|
|
(5
|
)
|
|
222
|
|
||||
Classifieds
|
339
|
|
|
65
|
|
|
(16
|
)
|
|
388
|
|
||||
Total
|
$
|
5,160
|
|
|
$
|
65
|
|
|
$
|
(128
|
)
|
|
$
|
5,097
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||
|
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)
|
||||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer lists and user base
|
$
|
496
|
|
|
$
|
(431
|
)
|
|
$
|
65
|
|
|
5
|
|
$
|
519
|
|
|
$
|
(445
|
)
|
|
$
|
74
|
|
|
5
|
Marketing related
|
529
|
|
|
(523
|
)
|
|
6
|
|
|
5
|
|
584
|
|
|
(578
|
)
|
|
6
|
|
|
5
|
||||||
Developed technologies
|
272
|
|
|
(266
|
)
|
|
6
|
|
|
3
|
|
278
|
|
|
(269
|
)
|
|
9
|
|
|
3
|
||||||
All other
|
160
|
|
|
(158
|
)
|
|
2
|
|
|
4
|
|
160
|
|
|
(157
|
)
|
|
3
|
|
|
4
|
||||||
Total
|
$
|
1,457
|
|
|
$
|
(1,378
|
)
|
|
$
|
79
|
|
|
|
|
$
|
1,541
|
|
|
$
|
(1,449
|
)
|
|
$
|
92
|
|
|
|
|
|
|
||
Remaining 2019
|
|
$
|
14
|
|
2020
|
|
44
|
|
|
2021
|
|
18
|
|
|
2022
|
|
2
|
|
|
2023
|
|
1
|
|
|
Total
|
|
$
|
79
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net Revenues
|
|
|
|
|
|
|
|
||||||||
Marketplace
|
|
|
|
|
|
|
|
||||||||
Net transaction revenues
|
$
|
1,829
|
|
|
$
|
1,803
|
|
|
$
|
5,601
|
|
|
$
|
5,432
|
|
Marketing services and other revenues
|
254
|
|
|
301
|
|
|
801
|
|
|
909
|
|
||||
Total Marketplace
|
2,083
|
|
|
2,104
|
|
|
6,402
|
|
|
6,341
|
|
||||
|
|
|
|
|
|
|
|
||||||||
StubHub
|
|
|
|
|
|
|
|
||||||||
Net transaction revenues
|
286
|
|
|
286
|
|
|
752
|
|
|
757
|
|
||||
Marketing services and other revenues
|
20
|
|
|
5
|
|
|
48
|
|
|
12
|
|
||||
Total StubHub
|
306
|
|
|
291
|
|
|
800
|
|
|
769
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Classifieds (1)
|
265
|
|
|
254
|
|
|
792
|
|
|
759
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Elimination of inter-segment net revenue (2)
|
(5
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
||||
Total consolidated net revenue
|
$
|
2,649
|
|
|
$
|
2,649
|
|
|
$
|
7,979
|
|
|
$
|
7,869
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
Marketplace
|
$
|
639
|
|
|
$
|
637
|
|
|
$
|
2,102
|
|
|
$
|
1,964
|
|
StubHub
|
31
|
|
|
31
|
|
|
68
|
|
|
67
|
|
||||
Classifieds
|
109
|
|
|
99
|
|
|
303
|
|
|
284
|
|
||||
Corporate and other costs
|
(247
|
)
|
|
(211
|
)
|
|
(771
|
)
|
|
(774
|
)
|
||||
Total operating income
|
532
|
|
|
556
|
|
|
1,702
|
|
|
1,541
|
|
||||
Interest and other, net
|
(142
|
)
|
|
392
|
|
|
(129
|
)
|
|
661
|
|
||||
Income before income taxes
|
$
|
390
|
|
|
$
|
948
|
|
|
$
|
1,573
|
|
|
$
|
2,202
|
|
(1)
|
Classifieds net revenues consists entirely of marketing services and other revenue.
|
(2)
|
Represents revenue generated between our reportable segments.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
U.S.
|
$
|
1,089
|
|
|
$
|
1,084
|
|
|
$
|
3,204
|
|
|
$
|
3,213
|
|
Germany
|
364
|
|
|
381
|
|
|
1,141
|
|
|
1,180
|
|
||||
United Kingdom
|
345
|
|
|
363
|
|
|
1,070
|
|
|
1,088
|
|
||||
South Korea
|
288
|
|
|
290
|
|
|
886
|
|
|
877
|
|
||||
Rest of world
|
563
|
|
|
531
|
|
|
1,678
|
|
|
1,511
|
|
||||
Total net revenues
|
$
|
2,649
|
|
|
$
|
2,649
|
|
|
$
|
7,979
|
|
|
$
|
7,869
|
|
|
September 30, 2019
|
||||||||||||||
|
Gross
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Corporate debt securities
|
2,176
|
|
|
1
|
|
|
—
|
|
|
2,177
|
|
||||
|
$
|
2,188
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2,189
|
|
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
1,134
|
|
|
3
|
|
|
(1
|
)
|
|
1,136
|
|
||||
|
$
|
1,134
|
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
1,136
|
|
|
December 31, 2018
|
||||||||||||||
|
Gross
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
Corporate debt securities
|
2,615
|
|
|
—
|
|
|
(9
|
)
|
|
2,606
|
|
||||
Government and agency securities
|
90
|
|
|
—
|
|
|
—
|
|
|
90
|
|
||||
|
$
|
2,722
|
|
|
$
|
—
|
|
|
$
|
(9
|
)
|
|
$
|
2,713
|
|
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
3,682
|
|
|
1
|
|
|
(48
|
)
|
|
3,635
|
|
||||
|
$
|
3,682
|
|
|
$
|
1
|
|
|
$
|
(48
|
)
|
|
$
|
3,635
|
|
|
September 30, 2019
|
||
One year or less (including restricted cash of $12)
|
$
|
2,189
|
|
One year through two years
|
748
|
|
|
Two years through three years
|
301
|
|
|
Three years through four years
|
87
|
|
|
|
$
|
3,325
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Equity investments without readily determinable fair values
|
$
|
293
|
|
|
$
|
137
|
|
Equity investments under the equity method of accounting
|
17
|
|
|
6
|
|
||
Total equity investments
|
$
|
310
|
|
|
$
|
143
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Carrying value, beginning of period
|
$
|
136
|
|
|
$
|
859
|
|
|
$
|
137
|
|
|
$
|
872
|
|
Additions
|
160
|
|
|
—
|
|
|
160
|
|
|
23
|
|
||||
Sales
|
—
|
|
|
(718
|
)
|
|
—
|
|
|
(718
|
)
|
||||
Downward adjustments for observable price changes and impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||
Foreign currency translation and other
|
(3
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(19
|
)
|
||||
Carrying value, end of period
|
$
|
293
|
|
|
$
|
138
|
|
|
$
|
293
|
|
|
$
|
138
|
|
|
Balance Sheet Location
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Derivative Assets:
|
|
|
|
|
|
||||
Foreign exchange contracts designated as cash flow hedges
|
Other Current Assets
|
|
$
|
73
|
|
|
$
|
72
|
|
Foreign exchange contracts designated as net investment hedges
|
Other Current Assets
|
|
3
|
|
|
—
|
|
||
Foreign exchange contracts not designated as hedging instruments
|
Other Current Assets
|
|
7
|
|
|
38
|
|
||
Warrant
|
Other Assets
|
|
204
|
|
|
148
|
|
||
Foreign exchange contracts designated as cash flow hedges
|
Other Assets
|
|
24
|
|
|
4
|
|
||
Interest rate contracts designated as fair value hedges
|
Other Assets
|
|
—
|
|
|
—
|
|
||
Total derivative assets
|
|
|
$
|
311
|
|
|
$
|
262
|
|
|
|
|
|
|
|
||||
Derivative Liabilities:
|
|
|
|
|
|
||||
Foreign exchange contracts designated as cash flow hedges
|
Other Current Liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign exchange contracts designated as net investment hedges
|
Other Current Liabilities
|
|
—
|
|
|
1
|
|
||
Interest rate contracts designated as fair value hedges
|
Other Current Liabilities
|
|
—
|
|
|
7
|
|
||
Foreign exchange contracts not designated as hedging instruments
|
Other Current Liabilities
|
|
15
|
|
|
30
|
|
||
Interest rate contracts designated as fair value hedges
|
Other Liabilities
|
|
—
|
|
|
10
|
|
||
Total derivative liabilities
|
|
|
$
|
15
|
|
|
$
|
48
|
|
|
|
|
|
|
|
||||
Total fair value of derivative instruments
|
|
|
$
|
296
|
|
|
$
|
214
|
|
|
December 31, 2018
|
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive
Income
|
|
Amount of Gain (Loss)
Reclassified From
AOCI to Earnings
|
|
September 30, 2019
|
||||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
68
|
|
|
$
|
58
|
|
|
$
|
53
|
|
|
$
|
73
|
|
|
December 31, 2017
|
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive
Income
|
|
Amount of Gain (Loss)
Reclassified From
AOCI to Earnings
|
|
September 30, 2018
|
||||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
(57
|
)
|
|
$
|
54
|
|
|
$
|
(37
|
)
|
|
$
|
34
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Foreign exchange contracts designated as cash flow hedges recognized in net revenues
|
$
|
19
|
|
|
$
|
12
|
|
|
$
|
52
|
|
|
$
|
(37
|
)
|
Foreign exchange contracts designated as cash flow hedges recognized in cost of net revenues
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Foreign exchange contracts not designated as hedging instruments recognized in interest and other, net
|
17
|
|
|
2
|
|
|
(1
|
)
|
|
4
|
|
||||
Total gain (loss) recognized from foreign exchange derivative contracts in the condensed consolidated statement of income
|
$
|
36
|
|
|
$
|
14
|
|
|
$
|
52
|
|
|
$
|
(33
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gain (loss) from interest rate contracts designated as fair value hedges recognized in interest and other, net
|
$
|
(5
|
)
|
|
$
|
(4
|
)
|
|
$
|
34
|
|
|
$
|
(43
|
)
|
Gain (loss) from hedged items attributable to hedged risk recognized in interest and other, net
|
5
|
|
|
4
|
|
|
(34
|
)
|
|
43
|
|
||||
Total gain (loss) recognized from interest rate derivative contracts in the condensed consolidated statement of income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gain (loss) attributable to changes in the fair value of warrant recognized in interest and other, net
|
$
|
(49
|
)
|
|
$
|
126
|
|
|
$
|
56
|
|
|
$
|
232
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
1,968
|
|
|
$
|
1,510
|
|
Foreign exchange contracts designated as net investment hedges
|
150
|
|
|
804
|
|
||
Foreign exchange contracts not designated as hedging instruments
|
2,027
|
|
|
3,517
|
|
||
Interest rate contracts designated as fair value hedges
|
—
|
|
|
2,400
|
|
||
Total
|
$
|
4,145
|
|
|
$
|
8,231
|
|
|
September 30, 2019
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
897
|
|
|
$
|
897
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
Corporate debt securities
|
2,177
|
|
|
—
|
|
|
2,177
|
|
|
—
|
|
||||
Total short-term investments
|
2,189
|
|
|
12
|
|
|
2,177
|
|
|
—
|
|
||||
Derivatives
|
311
|
|
|
—
|
|
|
107
|
|
|
204
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
1,136
|
|
|
—
|
|
|
1,136
|
|
|
—
|
|
||||
Total long-term investments
|
1,136
|
|
|
—
|
|
|
1,136
|
|
|
—
|
|
||||
Total financial assets
|
$
|
4,533
|
|
|
$
|
909
|
|
|
$
|
3,420
|
|
|
$
|
204
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
December 31, 2018
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
2,202
|
|
|
$
|
2,052
|
|
|
$
|
150
|
|
|
$
|
—
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
17
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||
Corporate debt securities
|
2,606
|
|
|
—
|
|
|
2,606
|
|
|
—
|
|
||||
Government and agency securities
|
90
|
|
|
—
|
|
|
90
|
|
|
—
|
|
||||
Total short-term investments
|
2,713
|
|
|
17
|
|
|
2,696
|
|
|
—
|
|
||||
Derivatives
|
262
|
|
|
—
|
|
|
114
|
|
|
148
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
3,635
|
|
|
—
|
|
|
3,635
|
|
|
—
|
|
||||
Total long-term investments
|
3,635
|
|
|
—
|
|
|
3,635
|
|
|
—
|
|
||||
Total financial assets
|
$
|
8,812
|
|
|
$
|
2,069
|
|
|
$
|
6,595
|
|
|
$
|
148
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
September 30,
2019 |
||
Opening balance as of January 1, 2019
|
$
|
148
|
|
Change in fair value
|
56
|
|
|
Closing balance as of September 30, 2019
|
$
|
204
|
|
|
|
Coupon
|
|
As of
|
|
Effective
|
|
As of
|
|
Effective
|
||||||
|
|
Rate
|
|
September 30, 2019
|
|
Interest Rate
|
|
December 31, 2018
|
|
Interest Rate
|
||||||
Long-Term Debt
|
|
|
|
|
|
|
|
|
|
|
||||||
Floating Rate Notes:
|
|
|
|
|
|
|
|
|
|
|
||||||
Senior notes due 2019
|
|
LIBOR plus 0.48%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
400
|
|
|
3.123
|
%
|
Senior notes due 2023
|
|
LIBOR plus 0.87%
|
|
400
|
|
|
3.244
|
%
|
|
400
|
|
|
3.499
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Fixed Rate Notes:
|
|
|
|
|
|
|
|
|
|
|
||||||
Senior notes due 2019
|
|
2.200%
|
|
—
|
|
|
—
|
%
|
|
1,150
|
|
|
2.346
|
%
|
||
Senior notes due 2020
|
|
3.250%
|
|
500
|
|
|
3.389
|
%
|
|
500
|
|
|
3.389
|
%
|
||
Senior notes due 2020
|
|
2.150%
|
|
500
|
|
|
2.344
|
%
|
|
500
|
|
|
2.344
|
%
|
||
Senior notes due 2021
|
|
2.875%
|
|
750
|
|
|
2.993
|
%
|
|
750
|
|
|
2.993
|
%
|
||
Senior notes due 2022
|
|
3.800%
|
|
750
|
|
|
3.989
|
%
|
|
750
|
|
|
3.989
|
%
|
||
Senior notes due 2022
|
|
2.600%
|
|
1,000
|
|
|
2.678
|
%
|
|
1,000
|
|
|
2.678
|
%
|
||
Senior notes due 2023
|
|
2.750%
|
|
750
|
|
|
2.866
|
%
|
|
750
|
|
|
2.866
|
%
|
||
Senior notes due 2024
|
|
3.450%
|
|
750
|
|
|
3.531
|
%
|
|
750
|
|
|
3.531
|
%
|
||
Senior notes due 2027
|
|
3.600%
|
|
850
|
|
|
3.689
|
%
|
|
850
|
|
|
3.689
|
%
|
||
Senior notes due 2042
|
|
4.000%
|
|
750
|
|
|
4.114
|
%
|
|
750
|
|
|
4.114
|
%
|
||
Senior notes due 2056
|
|
6.000%
|
|
750
|
|
|
6.547
|
%
|
|
750
|
|
|
6.547
|
%
|
||
Total senior notes
|
|
|
|
7,750
|
|
|
|
|
9,300
|
|
|
|
||||
Hedge accounting fair value adjustments (1)
|
|
|
|
16
|
|
|
|
|
(10
|
)
|
|
|
||||
Unamortized discount and debt issuance costs
|
|
|
|
(47
|
)
|
|
|
|
(55
|
)
|
|
|
||||
Other long-term borrowings
|
|
|
|
16
|
|
|
|
|
—
|
|
|
|
||||
Less: Current portion of long-term debt
|
|
|
|
(500
|
)
|
|
|
|
(1,550
|
)
|
|
|
||||
Total long-term debt
|
|
|
|
7,235
|
|
|
|
|
7,685
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-Term Debt
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
|
|
|
500
|
|
|
|
|
1,550
|
|
|
|
||||
Hedge accounting fair value adjustments (1)
|
|
|
|
—
|
|
|
|
|
(7
|
)
|
|
|
||||
Unamortized discount and debt issuance costs
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|
|
||||
Other short-term borrowings
|
|
|
|
19
|
|
|
|
|
4
|
|
|
|
||||
Total short-term debt
|
|
|
|
518
|
|
|
|
|
1,546
|
|
|
|
||||
Total Debt
|
|
|
|
$
|
7,753
|
|
|
|
|
$
|
9,231
|
|
|
|
(1)
|
Includes the fair value adjustments to debt associated with terminated interest rate swaps which are being recorded as a reduction to interest expense over the remaining term of the related notes.
|
|
|
As of
|
||
|
Balance Sheet Location
|
September 30, 2019
|
||
Assets
|
|
|
||
Operating
|
Operating lease right-of-use assets
|
$
|
634
|
|
Finance
|
Property and equipment, net (1)
|
27
|
|
|
Total leased assets
|
|
$
|
661
|
|
|
|
|
||
Liabilities
|
|
|
||
Operating - current
|
Accrued expenses and other current liabilities
|
$
|
162
|
|
Finance - current
|
Short-term debt
|
9
|
|
|
Operating - noncurrent
|
Operating lease liabilities
|
497
|
|
|
Finance - noncurrent
|
Long-term debt
|
16
|
|
|
Total lease liabilities
|
|
$
|
684
|
|
(1)
|
Recorded net of accumulated amortization of $1 million as of September 30, 2019.
|
Lease Costs
|
Statement of Income Location
|
Three Months Ended
September 30, 2019 |
|
Nine Months Ended
September 30, 2019 |
||||
Finance lease cost:
|
|
|
|
|
||||
Amortization of right-of-use assets
|
Cost of net revenues
|
$
|
—
|
|
|
$
|
1
|
|
Interest on lease liabilities
|
Interest and other, net
|
$
|
1
|
|
|
1
|
|
|
Operating lease cost (2)
|
Cost of net revenues, Sales and marketing, Product development and General and administrative expenses
|
$
|
52
|
|
|
$
|
157
|
|
Total lease cost
|
|
$
|
53
|
|
|
$
|
159
|
|
(2)
|
Includes variable lease payments and sublease income that were immaterial during the three and nine months ended September 30, 2019.
|
|
Operating
|
|
Finance
|
||||
Remaining 2019
|
$
|
48
|
|
|
$
|
3
|
|
2020
|
172
|
|
|
10
|
|
||
2021
|
155
|
|
|
11
|
|
||
2022
|
136
|
|
|
3
|
|
||
2023
|
91
|
|
|
—
|
|
||
Thereafter
|
117
|
|
|
—
|
|
||
Total lease payments
|
719
|
|
|
27
|
|
||
Less interest
|
(60
|
)
|
|
(2
|
)
|
||
Present value of lease liabilities
|
$
|
659
|
|
|
$
|
25
|
|
|
Leases (3)
|
||
2019
|
$
|
136
|
|
2020
|
104
|
|
|
2021
|
91
|
|
|
2022
|
76
|
|
|
2023
|
51
|
|
|
Thereafter
|
119
|
|
|
Total minimum lease payments
|
$
|
577
|
|
(3)
|
Amounts are based on ASC 840, Leases that were superseded upon our adoption of ASC 842, Leases on January 1, 2019.
|
|
Nine Months Ended
September 30, 2019 |
|
Weighted Average Remaining Lease Term
|
|
|
Operating leases
|
4.83 years
|
|
|
|
|
Weighted Average Discount Rate
|
|
|
Operating leases
|
3.38
|
%
|
|
Three Months Ended
September 30, 2019 |
|
Nine Months Ended
September 30, 2019 |
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
|
||
Operating cash flows from operating leases
|
$
|
53
|
|
|
$
|
151
|
|
Operating cash flows from finance leases
|
$
|
1
|
|
|
$
|
1
|
|
Financing cash flows from finance leases
|
$
|
2
|
|
|
$
|
4
|
|
|
Three Months Ended
September 30, 2019 |
|
Nine Months Ended
September 30, 2019 |
||||
Right-of-use assets obtained in exchange for new lease obligations:
|
|
|
|
|
|
||
Operating leases
|
$
|
18
|
|
|
$
|
57
|
|
Finance leases
|
$
|
—
|
|
|
$
|
30
|
|
|
Shares Repurchased (1)
|
|
Average Price per Share (2)
|
|
Value of Shares Repurchased (2)
|
|
Remaining Amount Authorized
|
|||||||
Balance as of January 1, 2019
|
|
|
|
|
|
|
$
|
3,151
|
|
|||||
Authorization of additional plan in January 2019
|
|
|
|
|
|
|
4,000
|
|
||||||
Repurchase of shares of common stock
|
107
|
|
|
$
|
37.53
|
|
|
$
|
4,000
|
|
|
(4,000
|
)
|
|
Balance as of September 30, 2019
|
|
|
|
|
|
|
$
|
3,151
|
|
|
(1)
|
These repurchased shares of common stock were recorded as treasury stock and were accounted for under the cost method. None of the repurchased shares of common stock have been retired.
|
(2)
|
Excludes broker commissions.
|
|
Units
|
|
Outstanding as of January 1, 2019
|
34
|
|
Awarded
|
17
|
|
Vested
|
(13
|
)
|
Forfeited
|
(7
|
)
|
Outstanding as of September 30, 2019
|
31
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cost of net revenues
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
43
|
|
|
$
|
43
|
|
Sales and marketing
|
24
|
|
|
26
|
|
|
72
|
|
|
82
|
|
||||
Product development
|
49
|
|
|
45
|
|
|
148
|
|
|
148
|
|
||||
General and administrative
|
29
|
|
|
40
|
|
|
113
|
|
|
123
|
|
||||
Total stock-based compensation expense
|
$
|
116
|
|
|
$
|
125
|
|
|
$
|
376
|
|
|
$
|
396
|
|
Capitalized in product development
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
10
|
|
|
$
|
10
|
|
|
Unrealized Gains (Losses) on Derivative Instruments
|
|
Unrealized
Gains (Losses) on
Investments
|
|
Foreign
Currency
Translation
|
|
Estimated Tax (Expense) Benefit
|
|
Total
|
||||||||||
Balance as of June 30, 2019
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
410
|
|
|
$
|
16
|
|
|
$
|
464
|
|
Other comprehensive income (loss) before reclassifications
|
54
|
|
|
3
|
|
|
(133
|
)
|
|
(12
|
)
|
|
(88
|
)
|
|||||
Less: Amount of gain (loss) reclassified from AOCI
|
19
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
15
|
|
|||||
Net current period other comprehensive income (loss)
|
35
|
|
|
3
|
|
|
(133
|
)
|
|
(8
|
)
|
|
(103
|
)
|
|||||
Balance as of September 30, 2019
|
$
|
73
|
|
|
$
|
3
|
|
|
$
|
277
|
|
|
$
|
8
|
|
|
$
|
361
|
|
|
Unrealized Gains (Losses) on Derivative Instruments
|
|
Unrealized
Gains (Losses)
on Investments
|
|
Foreign
Currency
Translation
|
|
Estimated Tax (Expense) Benefit
|
|
Total
|
||||||||||
Balance as of December 31, 2018
|
$
|
68
|
|
|
$
|
(56
|
)
|
|
$
|
462
|
|
|
$
|
24
|
|
|
$
|
498
|
|
Other comprehensive income (loss) before reclassifications
|
58
|
|
|
59
|
|
|
(185
|
)
|
|
(27
|
)
|
|
(95
|
)
|
|||||
Less: Amount of gain (loss) reclassified from AOCI
|
53
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
42
|
|
|||||
Net current period other comprehensive income (loss)
|
5
|
|
|
59
|
|
|
(185
|
)
|
|
(16
|
)
|
|
(137
|
)
|
|||||
Balance as of September 30, 2019
|
$
|
73
|
|
|
$
|
3
|
|
|
$
|
277
|
|
|
$
|
8
|
|
|
$
|
361
|
|
|
Unrealized Gains (Losses) on Derivative Instruments
|
|
Unrealized
Gains (Losses) on Investments |
|
Foreign
Currency Translation |
|
Estimated Tax (Expense) Benefit
|
|
Total
|
||||||||||
Balance as of June 30, 2018
|
$
|
51
|
|
|
$
|
(53
|
)
|
|
$
|
555
|
|
|
$
|
28
|
|
|
$
|
581
|
|
Other comprehensive income (loss) before reclassifications
|
(4
|
)
|
|
8
|
|
|
(25
|
)
|
|
(1
|
)
|
|
(22
|
)
|
|||||
Less: Amount of gain (loss) reclassified from AOCI
|
12
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
9
|
|
|||||
Net current period other comprehensive income (loss)
|
(16
|
)
|
|
8
|
|
|
(25
|
)
|
|
2
|
|
|
(31
|
)
|
|||||
Balance as of September 30, 2018
|
$
|
35
|
|
|
$
|
(45
|
)
|
|
$
|
530
|
|
|
$
|
30
|
|
|
$
|
550
|
|
|
Unrealized Gains (Losses) on Derivative Instruments
|
|
Unrealized
Gains (Losses) on Investments |
|
Foreign
Currency Translation |
|
Estimated Tax (Expense) Benefit
|
|
Total
|
||||||||||
Balance as of December 31, 2017
|
$
|
(57
|
)
|
|
$
|
(15
|
)
|
|
$
|
748
|
|
|
$
|
41
|
|
|
$
|
717
|
|
Other comprehensive income (loss) before reclassifications
|
55
|
|
|
(31
|
)
|
|
(218
|
)
|
|
(3
|
)
|
|
(197
|
)
|
|||||
Less: Amount of gain (loss) reclassified from AOCI
|
(37
|
)
|
|
(1
|
)
|
|
—
|
|
|
8
|
|
|
(30
|
)
|
|||||
Net current period other comprehensive income (loss)
|
92
|
|
|
(30
|
)
|
|
(218
|
)
|
|
(11
|
)
|
|
(167
|
)
|
|||||
Balance as of September 30, 2018
|
$
|
35
|
|
|
$
|
(45
|
)
|
|
$
|
530
|
|
|
$
|
30
|
|
|
$
|
550
|
|
Details about AOCI Components
|
|
Affected Line Item in the Statement of Income
|
|
Amount of Gain (Loss) Reclassified From AOCI
|
||||||||||||||
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gains (losses) on cash flow hedges - foreign exchange contracts
|
|
Net Revenues
|
|
$
|
19
|
|
|
$
|
12
|
|
|
$
|
52
|
|
|
$
|
(37
|
)
|
|
|
Cost of net revenues
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
|
|
Total, from continuing operations before income taxes
|
|
19
|
|
|
12
|
|
|
53
|
|
|
(37
|
)
|
||||
|
|
Provision for income taxes
|
|
(4
|
)
|
|
(3
|
)
|
|
(11
|
)
|
|
8
|
|
||||
|
|
Total, net of income taxes
|
|
15
|
|
|
9
|
|
|
42
|
|
|
(29
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) on investments
|
|
Interest and other, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
|
|
Total, net of income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications for the period
|
|
Total, net of income taxes
|
|
$
|
15
|
|
|
$
|
9
|
|
|
$
|
42
|
|
|
$
|
(30
|
)
|
|
Employee Severance and Benefits
|
||
Accrued liability as of January 1, 2019
|
$
|
8
|
|
Charges
|
41
|
|
|
Payments
|
(45
|
)
|
|
Accrued liability as of September 30, 2019
|
$
|
4
|
|
ITEM 2:
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
2,303
|
|
|
$
|
2,419
|
|
|
$
|
2,498
|
|
|
$
|
2,707
|
|
% change from prior quarter
|
(7
|
)%
|
|
5
|
%
|
|
3
|
%
|
|
8
|
%
|
||||
2018
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
2,580
|
|
|
$
|
2,640
|
|
|
$
|
2,649
|
|
|
$
|
2,877
|
|
% change from prior quarter
|
(5
|
)%
|
|
2
|
%
|
|
0
|
%
|
|
9
|
%
|
||||
2019
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
2,643
|
|
|
$
|
2,687
|
|
|
$
|
2,649
|
|
|
|
||
% change from prior quarter
|
(8
|
)%
|
|
2
|
%
|
|
(1
|
)%
|
|
|
|
Three Months Ended
September 30, |
|
% Change
|
|
Nine Months Ended
September 30, |
|
% Change
|
||||||||||||||
|
2019
|
|
2018
|
|
As Reported
|
|
2019
|
|
2018
|
|
As Reported
|
||||||||||
U.S.
|
$
|
1,089
|
|
|
$
|
1,084
|
|
|
—
|
%
|
|
$
|
3,204
|
|
|
$
|
3,213
|
|
|
—
|
%
|
Percentage of net revenues
|
41
|
%
|
|
41
|
%
|
|
|
|
40
|
%
|
|
41
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
International
|
1,560
|
|
|
1,565
|
|
|
—
|
%
|
|
4,775
|
|
|
4,656
|
|
|
3
|
%
|
||||
Percentage of net revenues
|
59
|
%
|
|
59
|
%
|
|
|
|
60
|
%
|
|
59
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total net revenues
|
$
|
2,649
|
|
|
$
|
2,649
|
|
|
—
|
%
|
|
$
|
7,979
|
|
|
$
|
7,869
|
|
|
1
|
%
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
||||||||||
Net transaction revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
$
|
1,829
|
|
|
$
|
1,803
|
|
|
1
|
%
|
|
$
|
5,601
|
|
|
$
|
5,432
|
|
|
3
|
%
|
StubHub
|
286
|
|
|
286
|
|
|
—
|
%
|
|
752
|
|
|
757
|
|
|
(1
|
)%
|
||||
Total
|
2,115
|
|
|
2,089
|
|
|
1
|
%
|
|
6,353
|
|
|
6,189
|
|
|
3
|
%
|
||||
Marketing services and other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
254
|
|
|
301
|
|
|
(16
|
)%
|
|
801
|
|
|
909
|
|
|
(12
|
)%
|
||||
Classifieds
|
265
|
|
|
254
|
|
|
4
|
%
|
|
792
|
|
|
759
|
|
|
4
|
%
|
||||
StubHub
|
20
|
|
|
5
|
|
|
**
|
|
|
48
|
|
|
12
|
|
|
**
|
|
||||
Elimination of inter-segment net revenues
|
(5
|
)
|
|
—
|
|
|
**
|
|
|
(15
|
)
|
|
—
|
|
|
**
|
|
||||
Total
|
534
|
|
|
560
|
|
|
(5
|
)%
|
|
1,626
|
|
|
1,680
|
|
|
(3
|
)%
|
||||
Total net revenues
|
$
|
2,649
|
|
|
$
|
2,649
|
|
|
—
|
%
|
|
$
|
7,979
|
|
|
$
|
7,869
|
|
|
1
|
%
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
GMV:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
$
|
20,489
|
|
|
$
|
21,482
|
|
|
(5
|
)%
|
|
$
|
63,544
|
|
|
$
|
66,598
|
|
|
(5
|
)%
|
StubHub
|
1,232
|
|
|
1,237
|
|
|
—
|
%
|
|
3,367
|
|
|
3,341
|
|
|
1
|
%
|
||||
Total
|
$
|
21,721
|
|
|
$
|
22,719
|
|
|
(4
|
)%
|
|
$
|
66,911
|
|
|
$
|
69,939
|
|
|
(4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transaction take rate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
8.93
|
%
|
|
8.39
|
%
|
|
0.54
|
%
|
|
8.81
|
%
|
|
8.16
|
%
|
|
0.65
|
%
|
||||
StubHub
|
23.23
|
%
|
|
23.12
|
%
|
|
0.11
|
%
|
|
22.35
|
%
|
|
22.65
|
%
|
|
(0.30
|
)%
|
||||
Total
|
9.74
|
%
|
|
9.19
|
%
|
|
0.55
|
%
|
|
9.49
|
%
|
|
8.85
|
%
|
|
0.64
|
%
|
|
Three Months Ended
September 30, |
|
Change
|
|
Nine Months Ended
September 30, |
|
Change
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
As Reported
|
|
FX-Neutral
|
|
2019
|
|
2018
|
|
As Reported
|
|
FX-Neutral
|
||||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||||||||
Marketplace net transaction revenues (1)
|
$
|
1,829
|
|
|
$
|
1,803
|
|
|
1
|
%
|
|
4
|
%
|
|
$
|
5,601
|
|
|
$
|
5,432
|
|
|
3
|
%
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketplace GMV
|
$
|
20,489
|
|
|
$
|
21,482
|
|
|
(5
|
)%
|
|
(2
|
)%
|
|
$
|
63,544
|
|
|
$
|
66,598
|
|
|
(5
|
)%
|
|
(1
|
)%
|
Marketplace take rate
|
8.93
|
%
|
|
8.39
|
%
|
|
0.54
|
%
|
|
|
|
8.81
|
%
|
|
8.16
|
%
|
|
0.65
|
%
|
|
|
(1)
|
Marketplace net transaction revenues were net of $19 million and $52 million hedging activity during the three and nine months ended September 30, 2019, respectively. Marketplace net transaction revenues were net of $12 million and $37 million hedging activity during the three and nine months ended September 30, 2018, respectively.
|
|
Three Months Ended
September 30, |
|
Change
|
|
Nine Months Ended
September 30, |
|
Change
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
As Reported
|
|
FX-Neutral
|
|
2019
|
|
2018
|
|
As Reported
|
|
FX-Neutral
|
||||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||||||||
StubHub net transaction revenues
|
$
|
286
|
|
|
$
|
286
|
|
|
—
|
%
|
|
—
|
%
|
|
$
|
752
|
|
|
$
|
757
|
|
|
(1
|
)%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
StubHub GMV
|
$
|
1,232
|
|
|
$
|
1,237
|
|
|
—
|
%
|
|
—
|
%
|
|
$
|
3,367
|
|
|
$
|
3,341
|
|
|
1
|
%
|
|
1
|
%
|
StubHub take rate
|
23.23
|
%
|
|
23.12
|
%
|
|
0.11
|
%
|
|
|
|
22.35
|
%
|
|
22.65
|
%
|
|
(0.30
|
)%
|
|
|
|
Three Months Ended
September 30, |
|
% Change
|
|
Nine Months Ended
September 30, |
|
% Change
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
As Reported
|
|
FX-Neutral
|
|
2019
|
|
2018
|
|
As Reported
|
|
FX-Neutral
|
||||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||||||||
Marketplace
|
$
|
254
|
|
|
$
|
301
|
|
|
(16
|
)%
|
|
(13
|
)%
|
|
$
|
801
|
|
|
$
|
909
|
|
|
(12
|
)%
|
|
(9
|
)%
|
Classifieds
|
265
|
|
|
254
|
|
|
4
|
%
|
|
8
|
%
|
|
792
|
|
|
759
|
|
|
4
|
%
|
|
10
|
%
|
||||
StubHub
|
20
|
|
|
5
|
|
|
**
|
|
|
**
|
|
|
48
|
|
|
12
|
|
|
**
|
|
|
**
|
|
||||
Elimination of inter-segment net revenues
|
(5
|
)
|
|
—
|
|
|
**
|
|
|
**
|
|
|
(15
|
)
|
|
—
|
|
|
**
|
|
|
**
|
|
||||
Total MS&O revenues
|
$
|
534
|
|
|
$
|
560
|
|
|
(5
|
)%
|
|
(2
|
)%
|
|
$
|
1,626
|
|
|
$
|
1,680
|
|
|
(3
|
)%
|
|
1
|
%
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
||||||||||
Cost of net revenues
|
$
|
627
|
|
|
$
|
608
|
|
|
3
|
%
|
|
$
|
1,858
|
|
|
$
|
1,764
|
|
|
5
|
%
|
Percentage of net revenues
|
23.7
|
%
|
|
23.0
|
%
|
|
|
|
|
23.3
|
%
|
|
22.4
|
%
|
|
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
||||||||||
Sales and marketing
|
$
|
806
|
|
|
$
|
852
|
|
|
(5
|
)%
|
|
$
|
2,365
|
|
|
$
|
2,446
|
|
|
(3
|
)%
|
Percentage of net revenues
|
30
|
%
|
|
32
|
%
|
|
|
|
30
|
%
|
|
31
|
%
|
|
|
||||||
Product development
|
313
|
|
|
307
|
|
|
2
|
%
|
|
932
|
|
|
993
|
|
|
(6
|
)%
|
||||
Percentage of net revenues
|
12
|
%
|
|
12
|
%
|
|
|
|
12
|
%
|
|
13
|
%
|
|
|
||||||
General and administrative
|
283
|
|
|
248
|
|
|
14
|
%
|
|
866
|
|
|
886
|
|
|
(2
|
)%
|
||||
Percentage of net revenues
|
11
|
%
|
|
9
|
%
|
|
|
|
11
|
%
|
|
11
|
%
|
|
|
||||||
Provision for transaction losses
|
76
|
|
|
65
|
|
|
16
|
%
|
|
219
|
|
|
203
|
|
|
8
|
%
|
||||
Percentage of net revenues
|
3
|
%
|
|
2
|
%
|
|
|
|
3
|
%
|
|
3
|
%
|
|
|
||||||
Amortization of acquired intangible assets
|
12
|
|
|
13
|
|
|
(8
|
)%
|
|
37
|
|
|
36
|
|
|
3
|
%
|
||||
Total operating expenses
|
$
|
1,490
|
|
|
$
|
1,485
|
|
|
—
|
%
|
|
$
|
4,419
|
|
|
$
|
4,564
|
|
|
(3
|
)%
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
||||||||||
Income from operations
|
$
|
532
|
|
|
$
|
556
|
|
|
(4
|
)%
|
|
$
|
1,702
|
|
|
$
|
1,541
|
|
|
10
|
%
|
Operating margin
|
20.1
|
%
|
|
21.0
|
%
|
|
|
|
|
21.3
|
%
|
|
19.6
|
%
|
|
|
|
|
Three Months Ended
September 30, |
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
||||||||
Total interest and other, net
|
$
|
(142
|
)
|
|
$
|
392
|
|
|
**
|
|
$
|
(129
|
)
|
|
$
|
661
|
|
|
**
|
Percentage of net revenues
|
(5
|
)%
|
|
15
|
%
|
|
|
|
(2
|
)%
|
|
8
|
%
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income tax provision
|
$
|
80
|
|
|
$
|
228
|
|
|
$
|
339
|
|
|
$
|
437
|
|
Effective tax rate
|
20.7
|
%
|
|
24.1
|
%
|
|
21.6
|
%
|
|
19.9
|
%
|
|
Three Months Ended
September 30, 2019 |
|
Three Months Ended
September 30, 2018 |
|
|
|
|
||||||||||||||
|
As Reported
|
|
Exchange Rate Effect(1)(3)
|
|
FX-Neutral(2)
|
|
As Reported
|
|
As Reported % Change
|
|
FX-Neutral
% Change
|
||||||||||
GMV:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
$
|
20,489
|
|
|
$
|
(603
|
)
|
|
$
|
21,092
|
|
|
$
|
21,482
|
|
|
(5
|
)%
|
|
(2
|
)%
|
StubHub
|
1,232
|
|
|
(3
|
)
|
|
1,235
|
|
|
1,237
|
|
|
—
|
%
|
|
—
|
%
|
||||
Total GMV
|
$
|
21,721
|
|
|
$
|
(606
|
)
|
|
$
|
22,327
|
|
|
$
|
22,719
|
|
|
(4
|
)%
|
|
(2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net transaction revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
$
|
1,829
|
|
|
$
|
(26
|
)
|
|
$
|
1,855
|
|
|
$
|
1,803
|
|
|
1
|
%
|
|
4
|
%
|
StubHub
|
286
|
|
|
(1
|
)
|
|
287
|
|
|
286
|
|
|
—
|
%
|
|
—
|
%
|
||||
Total
|
2,115
|
|
|
(27
|
)
|
|
2,142
|
|
|
2,089
|
|
|
1
|
%
|
|
3
|
%
|
||||
Marketing services and other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
254
|
|
|
(8
|
)
|
|
262
|
|
|
301
|
|
|
(16
|
)%
|
|
(13
|
)%
|
||||
Classifieds
|
265
|
|
|
(8
|
)
|
|
273
|
|
|
254
|
|
|
4
|
%
|
|
8
|
%
|
||||
StubHub
|
20
|
|
|
—
|
|
|
20
|
|
|
5
|
|
|
**
|
|
|
**
|
|
||||
Elimination of inter-segment net revenue
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
**
|
|
|
**
|
|
||||
Total
|
534
|
|
|
(16
|
)
|
|
550
|
|
|
560
|
|
|
(5
|
)%
|
|
(2
|
)%
|
||||
Total net revenues
|
$
|
2,649
|
|
|
$
|
(43
|
)
|
|
$
|
2,692
|
|
|
$
|
2,649
|
|
|
—
|
%
|
|
2
|
%
|
|
Nine Months Ended
September 30, 2019 |
|
Nine Months Ended
September 30, 2018 |
|
|
|
|
||||||||||||||
|
As Reported
|
|
Exchange Rate Effect(1)(3)
|
|
FX-Neutral(2)
|
|
As Reported
|
|
As Reported % Change
|
|
FX-Neutral
% Change
|
||||||||||
GMV:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
$
|
63,544
|
|
|
$
|
(2,316
|
)
|
|
$
|
65,860
|
|
|
$
|
66,598
|
|
|
(5
|
)%
|
|
(1
|
)%
|
StubHub
|
3,367
|
|
|
(14
|
)
|
|
3,381
|
|
|
3,341
|
|
|
1
|
%
|
|
1
|
%
|
||||
Total GMV
|
$
|
66,911
|
|
|
$
|
(2,330
|
)
|
|
$
|
69,241
|
|
|
$
|
69,939
|
|
|
(4
|
)%
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net transaction revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
$
|
5,601
|
|
|
$
|
(122
|
)
|
|
$
|
5,723
|
|
|
$
|
5,432
|
|
|
3
|
%
|
|
5
|
%
|
StubHub
|
752
|
|
|
(3
|
)
|
|
755
|
|
|
757
|
|
|
(1
|
)%
|
|
—
|
%
|
||||
Total net transaction revenues
|
6,353
|
|
|
(125
|
)
|
|
6,478
|
|
|
6,189
|
|
|
3
|
%
|
|
4
|
%
|
||||
Marketing services and other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
801
|
|
|
(27
|
)
|
|
828
|
|
|
909
|
|
|
(12
|
)%
|
|
(9
|
)%
|
||||
Classifieds
|
792
|
|
|
(45
|
)
|
|
837
|
|
|
759
|
|
|
4
|
%
|
|
10
|
%
|
||||
StubHub, Corporate and other
|
48
|
|
|
—
|
|
|
48
|
|
|
12
|
|
|
**
|
|
|
**
|
|
||||
Elimination of inter-segment net revenue
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
**
|
|
|
**
|
|
||||
Total marketing services and other revenues
|
1,626
|
|
|
(72
|
)
|
|
1,698
|
|
|
1,680
|
|
|
(3
|
)%
|
|
1
|
%
|
||||
Total net revenues
|
$
|
7,979
|
|
|
$
|
(197
|
)
|
|
$
|
8,176
|
|
|
$
|
7,869
|
|
|
1
|
%
|
|
3
|
%
|
|
(1)
|
We define exchange rate effect as the year-over-year impact of foreign currency movements using prior period foreign currency rates applied to current year transactional currency amounts excluding hedging activity.
|
(2)
|
We define FX-Neutral GMV as GMV minus the exchange rate effect. We define the non-GAAP financial measures of FX-Neutral net revenues as net revenues minus the exchange rate effect.
|
(3)
|
Marketplace net transaction revenues were net of $19 million and $52 million hedging activity during the three and nine months ended September 30, 2019, respectively. Marketplace net transaction revenues were net of $12 million and $37 million hedging activity during the three and nine ended September 30, 2018, respectively.
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
|
(In millions)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
2,303
|
|
|
$
|
1,427
|
|
Investing activities
|
2,429
|
|
|
2,473
|
|
||
Financing activities
|
(5,983
|
)
|
|
(3,887
|
)
|
||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
(59
|
)
|
|
(50
|
)
|
||
Net decrease in cash and cash equivalents - discontinued operations
|
—
|
|
|
(2
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
(1,310
|
)
|
|
$
|
(39
|
)
|
Item 3:
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Fair Value Asset/(Liability)
|
|
Fair Value Sensitivity
|
||||
|
(In millions)
|
||||||
Foreign exchange contracts - Cash flow hedges
|
$
|
97
|
|
|
$
|
(162
|
)
|
Foreign exchange contracts - Net investment hedges
|
$
|
3
|
|
|
$
|
(29
|
)
|
Item 4:
|
Controls and Procedures
|
Item 1:
|
Legal Proceedings
|
Item 1A:
|
Risk Factors
|
•
|
ability to attract, retain and engage buyers and sellers;
|
•
|
volume of transactions and price and selection of goods;
|
•
|
trust in the seller and the transaction;
|
•
|
customer service;
|
•
|
brand recognition;
|
•
|
community cohesion, interaction and size;
|
•
|
website, mobile platform and application ease-of-use and accessibility;
|
•
|
system reliability and security;
|
•
|
reliability of delivery and payment, including customer preference for fast delivery and free shipping and returns;
|
•
|
level of service fees; and
|
•
|
quality of search tools.
|
•
|
uncertainties and instability in economic and market conditions caused by the United Kingdom’s vote to exit the European Union and any outcomes resulting from that vote;
|
•
|
uncertainty regarding how the United Kingdom’s access to the European Union Single Market and the wider trading, legal, regulatory and labor environments, especially in the United Kingdom and European Union, will be impacted by the United Kingdom’s vote to exit the European Union and any outcomes resulting from that vote, including the resulting impact on our business and that of our clients;
|
•
|
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;
|
•
|
trade barriers and changes in trade regulations;
|
•
|
difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences;
|
•
|
stringent local labor laws and regulations;
|
•
|
credit risk and higher levels of payment fraud;
|
•
|
profit repatriation restrictions, foreign currency exchange restrictions or extreme fluctuations in foreign currency exchange rates for a particular currency;
|
•
|
political or social unrest, economic instability, repression, or human rights issues;
|
•
|
geopolitical events, including natural disasters, public health issues, acts of war, and terrorism;
|
•
|
import or export regulations;
|
•
|
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;
|
•
|
antitrust and competition regulations;
|
•
|
potentially adverse tax developments and consequences;
|
•
|
economic uncertainties relating to sovereign and other debt;
|
•
|
different, uncertain, or more stringent user protection, data protection, privacy, and other laws;
|
•
|
risks related to other government regulation or required compliance with local laws;
|
•
|
national or regional differences in macroeconomic growth rates;
|
•
|
local licensing and reporting obligations; and
|
•
|
increased difficulties in collecting accounts receivable.
|
•
|
our products and services continue to expand in scope and complexity;
|
•
|
we continue to expand into new businesses, including through acquisitions; and
|
•
|
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.
|
•
|
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.
|
•
|
Regulatory agencies or courts may claim or hold that we are responsible for ensuring that our users comply with these laws and regulations.
|
•
|
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.
|
•
|
Our tickets business is subject to seasonal fluctuations and the general economic and business conditions that impact the sporting events and live entertainment industries.
|
•
|
A portion of the tickets inventory sold by sellers on the StubHub platform 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.
|
•
|
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.
|
•
|
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.
|
•
|
Some sports teams have threatened to revoke the privileges of season ticket owners if they resell their tickets through a platform that is not affiliated with, or approved by, such sports teams.
|
•
|
To the extent that StubHub holds ticket inventory, we may be exposed to losses associated with such inventory.
|
•
|
requiring us to use a significant portion of our cash flow from operations and other available cash to service our indebtedness, thereby reducing the amount of cash available for other purposes, including capital expenditures and acquisitions;
|
•
|
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, dividends or other general corporate and other purposes may be limited; and
|
•
|
our flexibility in planning for, or reacting to, changes in our business and our industry may be limited.
|
•
|
incur the tax cost of repatriating funds to the United States;
|
•
|
seek additional financing in the debt or equity markets;
|
•
|
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 provide transition services to a disposed of company, which may result in the diversion of resources and focus;
|
•
|
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;
|
•
|
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, procedures and policies did not meet applicable legal and other standards;
|
•
|
risks associated with our expansion into new international markets;
|
•
|
derivative lawsuits resulting from the acquisition or disposition;
|
•
|
liability for activities of the acquired or disposed of company before the transaction, 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 and, in the case of dispositions, liabilities to the acquirors of those businesses under contractual provisions such as representations, warranties and indemnities;
|
•
|
the potential loss of key employees following the transaction;
|
•
|
the acquisition of new customer and employee personal information by us or a third party acquiring assets or businesses from us, 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 condensed consolidated financial statements or make it more difficult to manage the acquired business.
|
Item 2:
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period Ended
|
|
Total Number of
Shares Purchased |
|
Average Price Paid
per Share (2) |
|
|
Total Number of
Shares Purchased as Part of Publicly Announced Programs |
|
Maximum Dollar
Value that May Yet be Purchased Under the Programs (1) |
||||||
July 31, 2019
|
|
8,507,931
|
|
|
$
|
40.30
|
|
|
|
8,507,931
|
|
|
$
|
3,808,096,534
|
|
August 31, 2019
|
|
8,586,100
|
|
|
$
|
40.03
|
|
|
|
8,586,100
|
|
|
$
|
3,464,362,037
|
|
September 30, 2019
|
|
7,833,662
|
|
|
$
|
40.00
|
|
|
|
7,833,662
|
|
|
$
|
3,150,981,090
|
|
|
|
24,927,693
|
|
|
|
|
|
24,927,693
|
|
|
|
|
(1)
|
In January 2018 our Board authorized a $6.0 billion stock repurchase program and in January 2019 our Board authorized an additional $4.0 billion stock repurchase program. These stock repurchase programs have no expiration from the date of authorization.
|
(2)
|
Excludes broker commissions.
|
Item 3:
|
Defaults Upon Senior Securities
|
Item 4:
|
Mine Safety Disclosures
|
Item 5:
|
Other Information
|
Item 6:
|
Exhibits
|
Exhibit Number
|
|
Filed or furnished with this 10-Q
|
Description
|
10.01+
|
|
X
|
|
10.02+
|
|
X
|
|
10.03+1
|
|
|
Letter Agreement between Devin N. Wenig and eBay Inc., dated September 24, 2019.
|
10.04+2
|
|
|
Letter Agreement between Scott Schenkel and eBay Inc., dated October 11, 2019.
|
10.05+2
|
|
|
Letter Agreement between Andrew Cring and eBay Inc., dated October 11, 2019.
|
31.01
|
|
X
|
|
31.02
|
|
X
|
|
32.01
|
|
X
|
|
32.02
|
|
X
|
|
101.INS
|
|
X
|
Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
101.SCH
|
|
X
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
X
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
X
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
X
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
X
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104
|
|
X
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
|
|
eBay Inc.
|
|
|
|
Principal Executive Officer:
|
|
|
|
|
|
|
|
By:
|
/s/ Scott F. Schenkel
|
|
|
|
Scott F. Schenkel
|
|
|
|
Interim Chief Executive Officer
|
Date:
|
October 24, 2019
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
|
|
|
By:
|
/s/ Andy Cring
|
|
|
|
Andy Cring
|
|
|
|
Interim Chief Financial Officer
|
Date:
|
October 24, 2019
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
|
|
|
By:
|
/s/ Brian J. Doerger
|
|
|
|
Brian J. Doerger
|
|
|
|
Vice President, Chief Accounting Officer
|
Date:
|
October 24, 2019
|
|
|
1.
|
PURPOSE OF THE PLAN
|
2.
|
DEFINITIONS/GENERAL RULES
|
|
-1-
|
|
|
-2-
|
|
|
-3-
|
|
|
-4-
|
|
3.
|
ELIGIBILITY
|
•
|
Are classified as Eligible Participants, whether or not based in the United States of America (“USA”) or paid through the payroll system based in the USA.
|
•
|
Are terminated involuntarily without Cause by an Employer other than during any Change in Control Period (such event, a “Qualifying Termination”).
|
•
|
Are actively at work through the last day of work designated by Employer, unless the employee is absent due to an approved absence from work (including leave under the Family and Medical Leave Act) or unless otherwise designated by his or her agreement with the Employer.
|
•
|
Execute and do not revoke a Separation Agreement and Release in a form attached to this Plan as Appendix B (with only those changes as may be required to maintain such a form to be compliant with applicable law) within the period specified by Plan Administrator or its delegates (the “Separation Agreement”); and,
|
•
|
Return all property of any Employer and settle satisfactorily all expenses owed to Employer and any of its subsidiaries or affiliates.
|
|
-5-
|
|
•
|
Any employee who is eligible to receive severance payments and/or benefits under an individual employment letter agreement or other agreement between such employee and the Company under circumstances that would otherwise give rise to a right to receive payments and benefits under this Plan (any such agreement, an “Individual Agreement”); except, if the total present value, as of the Separation Date, of the aggregate amount of all payments and benefits payable under any Individual Agreement that covers an employee who is not subject to income taxation in the USA is less than the total present value of the aggregate amount of all payments and benefits that would be payable to him or her under Section 4 of this Plan, then the employee shall not be excluded from eligibility to participate in this Plan with respect to any additional amount payable under this Plan;
|
•
|
Any Eligible Participant who terminates employment prior to the stated Separation Date as set forth in his or her Separation Agreement;
|
•
|
Any Eligible Participant whose employment is terminated for any of the following reasons:
|
o
|
Resignation or other voluntary termination of employment;
|
o
|
Death or Disability; except as expressly otherwise provided in Section 4 of this Plan; or
|
o
|
Termination for Cause.
|
4.
|
SEVERANCE BENEFITS
|
•
|
Salary Amount
|
•
|
Severance Bonus Amount
|
•
|
Reduction of Salary Amount and Severance Bonus Amount
|
|
-6-
|
|
•
|
Payment of Salary Amount and Severance Bonus Amount
|
•
|
Premium Payment
|
|
-7-
|
|
•
|
eIP
|
•
|
Company Equity Awards
|
|
-8-
|
|
•
|
Make-Good Payments
|
|
-9-
|
|
•
|
Death and Disability
|
•
|
Accrued Benefits
|
5.
|
RIGHT TO TERMINATE BENEFITS
|
•
|
Employer determines that an Eligible Participant or Eligible Employee has breached any of the terms and conditions set forth in any agreement executed by the employee as a condition to receiving benefits under this Plan (i.e., the Separation Agreement), THEN
|
•
|
Employer shall have the right to terminate the benefits payable under this Plan at any time. Further, the Eligible Participant shall be obligated to return to the Employer any benefits paid to such employee: (i) due to the employee’s breach of the terms and
|
|
-10-
|
|
6.
|
ADMINISTRATION OF THE PLAN
|
•
|
To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan;
|
•
|
To amend and terminate the Plan as defined in, and in accordance with, Section 2;
|
•
|
To interpret the Plan, its interpretation thereof to be final and conclusive on all persons claiming benefits under the Plan;
|
•
|
To decide all questions concerning the Plan, including the eligibility of any person to participate in, and receive benefits under, the Plan; and
|
•
|
To appoint and/or retain such employees, agents, counsel, accountants, consultants and other persons as may be required to assist in administering the Plan.
|
7.
|
CLAIMS PROCEDURE
|
•
|
The specific reason(s) for the denial, including a reference to the Plan provisions on which the denial is based;
|
•
|
A description of any additional material or information necessary for the employee to perfect the claim and an explanation of why such material or information is necessary; and
|
|
-11-
|
|
•
|
A description of the Plan's review procedures and the time limits applicable to such procedures, including a statement of the employee's right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.
|
•
|
The opportunity to submit written comments, documents, records, and other information relating to the claim for benefits;
|
•
|
Upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the employee's claim for benefits; and
|
•
|
A review that takes into account all comments, documents, records and other information submitted by the employee relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
|
•
|
The specific reason(s) for the decision, including a reference to the Plan provisions on which the decision is based;
|
•
|
A statement that the employee is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records and other information relevant to the employee's claim for benefits; and
|
•
|
A statement of the employee's right to bring an action under Section 502(a) of ERISA.
|
|
-12-
|
|
8.
|
SECTION 409A
|
9.
|
STATEMENT OF ERISA RIGHTS
|
•
|
Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the plan and a copy of the latest annual report (Form 5500 Series) filed by the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.
|
•
|
Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the plan and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The administrator may make a reasonable charge for the copies.
|
•
|
Obtain a complete list of the Employers sponsoring the Plan upon written request to the Plan Administrator.
|
|
-13-
|
|
•
|
Receive a summary of the Plan’s annual financial report, if any. The Plan Administrator is required by law to furnish each Eligible Participant with a copy of this summary annual report.
|
|
-14-
|
|
10.
|
ASSISTANCE WITH QUESTIONS
|
|
-15-
|
|
Plan Sponsor and Plan Administrator, including address and telephone
|
eBay Inc.
Compensation Committee of the
Company Board of Directors
2145 Hamilton Ave
San Jose, CA 95125-5905
(408) 375-7400
|
Name and address of person designated as agent for service of process:
|
Marie Oh Huber
Senior Vice President, Legal Affairs, General Counsel and Secretary
eBay Inc.
2145 Hamilton Ave
San Jose, CA 95125-5905
(408) 375-7400
|
Basis on which Plan records are kept:
|
Calendar Year - January 1 to December 31
|
Type of Plan:
|
Unfunded welfare benefit severance plan
|
Plan Number:
|
889
|
EIN:
|
770430924
|
|
-16-
|
|
Salary Amount, Severance Bonus Amount and Premium Payment Calculations
|
Eligible Participants
|
|
Multiple of Salary Amount
|
1.0x
|
|
Multiple of Severance Bonus Amount
|
1.0x
|
|
Multiple of Premium Payment
|
12x
|
|
|
-17-
|
|
|
-18-
|
|
|
-19-
|
|
1.
|
Appointment
|
2.
|
Salary
|
2.1
|
Amount: Effective April 1, 2019, your annual salary was adjusted to S$950,000.04 (SGD), or S$79,166.67 (SGD) per month, payable monthly in arrears (or such other amounts as may from time to time be agreed in writing) over 12 months.
|
2.2
|
Deductions from Salary:
|
2.3
|
There shall be deducted from your remuneration (including but not limited to salary, allowance, bonus and commission) all such sums which the Company is entitled and authorized under the laws of Singapore to deduct and/or withhold (including but not limited to any outstanding liabilities which you may have to pay to the Inland Revenue Authority of Singapore). Should you become eligible to participate in the Central Provident Fund, eBay will withhold your share of the contributions (if applicable), as well as such other sums as may be agreed from time to time, and the Company contributions will be made to the Employee’s Central Provident Fund at the statutory rate.
|
2.4
|
Taxes: Except as expressly provided for in this agreement and the Global Tax Equalization Policy, all income tax liabilities and other charges incurred by you in respect of your remuneration shall be borne solely by you.
|
3.
|
Hours of Work
|
4.
|
Annual Leave
|
4.1
|
Amount of Days: You shall be entitled to 25 days annual paid leave (in addition to the statutory holidays), to be taken at a time or times convenient to, and as may be approved by, the Company. Your annual leave shall be pro-rated in proportion to the number of completed months of service in each calendar year.
|
4.2
|
Company’s Discretion to Carry Forward: If such paid leave is not taken within the relevant year of service, the Company may, at its absolute discretion, allow the paid leave not taken to be accumulated and carried forward to the following year of service, or pay you additional salary for the number of days of paid leave not taken.
|
5.
|
Bonus Eligibility
|
6.
|
Staff Review
|
7.
|
Expenses
|
8.
|
Medical Benefits
|
9.
|
Conduct and Discipline
|
10.
|
Termination
|
10.1
|
Notice: Upon signing this offer letter, subject to Clause 10.4 below, this Agreement may be terminated by you or by the Company upon giving three months’ written notice or by the Company paying three months’ salary in lieu of notice (or any combination thereof). The Company reserves the right to require you not to attend work and/or not to undertake all or any of your duties of employment during any period of notice (whether given by you or the Company). However, the Company shall continue to pay your salary and contractual benefits whilst you remain employed by the Company. Notwithstanding the forgoing, the Company shall be entitled to terminate your employment immediately and without three months’ written notice or by paying three months’ salary in lieu of notice in any of the following cases:
|
(a)
|
If you are dishonest or engaged in serious or persistent misconduct or, without reasonable cause, neglect or refuse to attend to your duties or fail to perform any of your obligations hereunder, or fail to observe the Company’s disciplinary rules or any other regulations of the Company from time to time in force;
|
(b)
|
If you are incapacitated by illness or otherwise unable to perform your duties hereunder for a period totaling in aggregate 6 months in any period of 12 consecutive calendar months; or
|
(c)
|
If you become bankrupt or have a receiving order made against you or make any general composition with your creditors.
|
10.2
|
Termination by You: In the event your employment is terminated by you, subject to Section 17 and you executing the Company’s standard form of release within 10 days after the date of your termination of employment, the Company shall provide you with a lump sum severance payment, payable not later than 30 days after the latter of (i) your termination date or (ii) the date you execute the release, equal to three (3) times your Average Monthly Salary times your Years of Service, less any employer contributions to a Company retirement and/or pension plan, including but not limited to the Central Provident Fund; provided, however, that in the event you violate Clause 11 of this Agreement or your Employee Proprietary Information and Inventions Agreement, the lump sum severance payment will be fully refundable to the Company, less any amounts owed under applicable law in connection with your termination of employment. For purposes of calculating your severance payment pursuant to this Clause 10.2, the Capitalized terms in the preceding paragraph shall be defined as follows:
|
(a)
|
“Average Monthly Salary” shall mean the sum of (a) monthly fixed salaries paid to you for the three (3) full months immediately prior to the month in which your employment terminates, divided by the total number of days for the 3-month period, multiplied by thirty (30) days, and (b) 1/12th of the eIP bonus payment, if any, that you received in the one (1) year period immediately prior to your termination of employment.
|
(b)
|
“Years of Service” shall mean the total number of full years of active employment with the Company beginning on January 1, 2013; provided, however, that you will receive prorated credit towards the total number of years of service based on the portion of the year worked from January 1st of the applicable year through your date of termination. For example, if your employment terminated on March 31, 2020, your Years of Service would be 7.25 (i.e., 7 years for the time period between 2013 and 2020 plus 25% of a Year of Service for January 1, 2020 through March 31, 2020). For the avoidance of doubt, you will receive no credit towards your Years of Service for time worked prior to January 1, 2013 because it is understood by you and the Company that your prior service with eBay Asia Pacific Regional Management Services Limited was compensated pursuant to the terms and conditions of the Korean retirement/severance plan known as the Rules of Retirement Pay for Imwon through December 31, 2012.
|
10.3
|
Termination by the Company: As an SVP under the eBay Inc. group of companies, you may be eligible for certain severance benefits under the eBay Inc. SVP and Above Standard Severance Plan and Summary Plan Description as amended and restated as of January 1, 2016 (the “Plan”) if your employment is terminated by the Company without “Cause” and outside of any “Change in Control Period” (as such terms are defined under the Plan). eBay reserves the right to amend the Plan from time to time and the terms of the Plan shall apply with respect to any severance benefits described in this Clause 10.3. In addition, if your employment is terminated by the Company for a reason other than for “Cause” (as defined in the Plan), the Company will assist with expenses incurred for relocating personal items back to Singapore or Korea in accordance with the terms of eBay’s relocation assistance program for employees in positions comparable to yours. If you are provided severance benefits as described in this Clause 10.3 under the Plan, you will receive the higher of the payments between the Plan and any severance benefit described in Clause 10.2, except for the payment already received on or about April 2013 from eBay Asia Pacific Regional Management Services Limited pursuant to the Rules of Retirement Pay for Imwon.
|
11.
|
Non-Competition
|
11.1
|
Period: You agree that during the period of your employment by the Company, and for a period of twelve (12) months after the termination of such employment, in the countries in which eBay does business at the time of your separation, without the Company’s prior written consent, you shall not:
|
(a)
|
Be directly or indirectly engaged, concerned or interested in any capacity, whether as director, principal, agent, partner, consultant, employee or otherwise in any other business which is wholly or partly in competition with the business carried on by the Company or eBay;
|
(b)
|
Accept employment in any capacity with any business concern which is wholly or partly in competition with the business carried out by the Company or eBay; or
|
(c)
|
Provide advice to any business concern which is wholly or partly in competition with the business carried on by the Company or eBay.
|
11.2
|
Competitors: Subject to the provisions of Clause 11.3 below, the Non-Competition clause set out in Clause 11.1 above is currently limited to the retail, ecommerce or payment divisions, as applicable, of the following companies, including their majority-owned subsidiaries:
|
Alibaba
|
Ticketmonster
|
Coupang
|
Wemakeprice
|
Amazon
|
SK Planet
|
Google
|
Facebook
|
Zalando
|
Asos
|
Etsy
|
Walmart
|
11.3
|
Changes to Competitors: The companies governed by the Non-Competition clause in Clause 11.2 above may on the Company’s initiative (or the initiative of eBay Inc.’s Senior Vice President, Chief People Officer or any other delegate of the Company) be renegotiated annually and at the time of termination of employment. If the Company decides not to renegotiate the list one year, this will not imply that the right to renegotiation in subsequent years or at the time of termination of employment has been waived. By entering into this agreement, you agree to negotiate in good faith and agree that you will not unreasonably withhold your consent to add a company to the list set forth in Clause 11.2 if such company is reasonably determined to be involved in a competitive business with the Company. In addition, at your request, the Company will review the current list of companies subject to Clause 11.2 above to determine if it has reasonably determined that a company should be added to or removed from the list.
|
11.4
|
Reasonable and Necessary: While the restrictions set out in Clauses 11.1, 11.2, and 11.3 above are considered by the Parties to be reasonable in all the circumstances and no greater than is reasonable and necessary for the protection of the Company, it is agreed that if any one or more of such restrictions shall either taken by itself or themselves together be adjudged to be beyond what is reasonable in all the circumstances for the protection of the Company’s legitimate interest but would be adjudged reasonable if any particular restriction or restrictions were deleted or if any part or parts of the wording thereof were deleted, restricted or limited in any particular manner then the said restrictions shall apply with such deletions, restrictions or limitations, as the case may be. Your obligations contained in this Clause 11 shall continue even after the termination of this Agreement. Notwithstanding the above, you shall be entitled to enter into employment with any other related corporation of the Company.
|
12.
|
Employee Proprietary Information and Inventions Agreement
|
13.
|
Confidentiality
|
14.
|
Company Policies
|
15.
|
Entire Agreement
|
16.
|
No Breach
|
17.
|
Section 409A.
|
18.
|
Governing Law
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of eBay Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Scott F. Schenkel
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Scott F. Schenkel
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Interim Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of eBay Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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|
/s/ Andy Cring
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Andy Cring
|
|
Interim Chief Financial Officer
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|
(Principal Financial Officer)
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/s/ Scott F. Schenkel
|
|
Scott F. Schenkel
|
|
Interim Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ Andy Cring
|
|
Andy Cring
|
|
Interim Chief Financial Officer
|
|
(Principal Financial Officer)
|