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☒
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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
|
||
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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||
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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
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Name of exchange on which registered
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Common stock
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EBAY
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The Nasdaq Global Select Market
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6.00% Notes due 2056
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EBAYL
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The Nasdaq Global Select Market
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|
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Securities registered pursuant to Section 12(g) of the Act:
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||
None
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Large accelerated filer
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☒
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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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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
|
||
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 Accountant Fees and Services
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Part IV
|
||
Item 15.
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Exhibits and Financial Statement Schedule
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Item 16.
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Form 10-K Summary
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•
|
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;
|
•
|
payment intermediation regulations;
|
•
|
local licensing and reporting obligations; and
|
•
|
increased difficulties in collecting accounts receivable.
|
•
|
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.
|
•
|
our products and services continue to expand in scope and complexity;
|
•
|
we continue to expand into new businesses, including through acquisitions and licenses; 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.
|
•
|
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, dividends, share repurchases, 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 consolidated financial statements or make it more difficult to manage the acquired business.
|
|
United States
|
|
Other Countries
|
|
Total
|
|||
Owned facilities
|
1.3
|
|
|
—
|
|
|
1.3
|
|
Leased facilities
|
0.8
|
|
|
3.9
|
|
|
4.7
|
|
Total facilities
|
2.1
|
|
|
3.9
|
|
|
6.0
|
|
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) |
||||||
October 31, 2019
|
|
9,212,301
|
|
|
$
|
37.77
|
|
|
9,212,301
|
|
|
$
|
2,803,012,054
|
|
November 30, 2019
|
|
8,942,446
|
|
|
$
|
35.29
|
|
|
8,942,446
|
|
|
$
|
2,487,397,753
|
|
December 31, 2019
|
|
9,475,674
|
|
|
$
|
35.50
|
|
|
9,475,674
|
|
|
$
|
2,150,987,394
|
|
|
|
27,630,421
|
|
|
|
|
27,630,421
|
|
|
|
|
(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.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018 (6)
|
|
2017 (4)(7)
|
|
2016 (4)(8)
|
|
2015
|
||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
Consolidated Statement of Income Data: (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
10,800
|
|
|
$
|
10,746
|
|
|
$
|
9,927
|
|
|
$
|
9,298
|
|
|
$
|
8,592
|
|
Gross profit
|
8,292
|
|
|
8,364
|
|
|
7,706
|
|
|
7,294
|
|
|
6,821
|
|
|||||
Income from operations
|
2,321
|
|
|
2,222
|
|
|
2,264
|
|
|
2,325
|
|
|
2,197
|
|
|||||
Income from continuing operations before income taxes
|
2,207
|
|
|
2,718
|
|
|
2,275
|
|
|
3,651
|
|
|
2,406
|
|
|||||
Income (loss) from continuing operations
|
1,792
|
|
|
2,528
|
|
|
(1,013
|
)
|
|
7,285
|
|
|
1,947
|
|
|||||
Income (loss) per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.11
|
|
|
$
|
2.58
|
|
|
$
|
(0.95
|
)
|
|
$
|
6.43
|
|
|
$
|
1.61
|
|
Diluted
|
$
|
2.10
|
|
|
$
|
2.55
|
|
|
$
|
(0.95
|
)
|
|
$
|
6.37
|
|
|
$
|
1.60
|
|
Weighted average shares:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
849
|
|
|
980
|
|
|
1,064
|
|
|
1,133
|
|
|
1,208
|
|
|||||
Diluted
|
856
|
|
|
991
|
|
|
1,064
|
|
|
1,144
|
|
|
1,220
|
|
|
As of December 31,
|
||||||||||||||||||
|
2019
|
|
2018 (6)
|
|
2017 (4) (7)
|
|
2016 (4) (8)
|
|
2015
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Consolidated Balance Sheet Data: (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
975
|
|
|
$
|
2,202
|
|
|
$
|
2,120
|
|
|
$
|
1,816
|
|
|
$
|
1,832
|
|
Short-term investments
|
1,850
|
|
|
2,713
|
|
|
3,743
|
|
|
5,333
|
|
|
4,299
|
|
|||||
Long-term investments
|
1,316
|
|
|
3,778
|
|
|
6,331
|
|
|
3,969
|
|
|
3,391
|
|
|||||
Working capital - continuing operations
|
640
|
|
|
2,672
|
|
|
4,185
|
|
|
5,010
|
|
|
5,641
|
|
|||||
Working capital total (2)(3)
|
640
|
|
|
2,672
|
|
|
4,185
|
|
|
5,010
|
|
|
5,641
|
|
|||||
Total assets - continuing operations
|
18,174
|
|
|
22,819
|
|
|
25,986
|
|
|
23,851
|
|
|
17,785
|
|
|||||
Total assets
|
18,174
|
|
|
22,819
|
|
|
25,986
|
|
|
23,851
|
|
|
17,785
|
|
|||||
Short-term debt
|
1,022
|
|
|
1,546
|
|
|
781
|
|
|
1,451
|
|
|
—
|
|
|||||
Long-term debt
|
6,738
|
|
|
7,685
|
|
|
9,234
|
|
|
7,509
|
|
|
6,779
|
|
|||||
Total stockholders’ equity (5)
|
2,870
|
|
|
6,281
|
|
|
8,049
|
|
|
10,526
|
|
|
6,576
|
|
|||||
Dividends declared per share:
|
$
|
0.56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Includes the impact of acquisitions and dispositions. For a summary of recent significant acquisitions and dispositions, please see “Note 3 - Business Combinations” to the consolidated financial statements included in this report.
|
(2)
|
Working capital is calculated as the difference between total current assets and total current liabilities.
|
(3)
|
Reflects the impact of the adoption of the new lease accounting standard in 2019 which was adopted prospectively.
|
(4)
|
Reflects the impact of the adoption of the new revenue recognition accounting standard in 2018. Periods prior to 2016 have not been revised.
|
(5)
|
Includes the impact of the Distribution of PayPal on July 17, 2015.
|
(6)
|
The consolidated balance sheet data as of December 31, 2018 includes the impact of a $463 million reduction to the provisional current and deferred tax liabilities recorded in the fourth quarter of 2017 and a $120 million reduction in 2018 to the deferred tax asset recognized in 2017 as a result of a tax rate change. The consolidated statement of income data for the year ended December 31, 2018 includes a $463 million income tax benefit and $120 million tax expense associated with such current and deferred tax liabilities and assets, respectively.
|
(7)
|
The consolidated balance sheet data as of December 31, 2017 includes the impact of a $695 million deferred tax asset recognized in 2017 as a result of our voluntary domiciling our Classifieds intangible assets into a new jurisdiction. The consolidated statement of income data for the year ended December 31, 2017 includes a $695 million income tax benefit associated with such deferred tax asset, $376 million caused by the foreign exchange remeasurement of our deferred tax assets and a $3.1 billion provisional tax expense associated with the enactment of the Tax Cuts and Jobs Act.
|
(8)
|
The consolidated balance sheet data for the year ended December 31, 2016 includes the impact of a $4.6 billion deferred tax asset recognized in 2016 as a result of our election to terminate an existing tax ruling and finalize a new agreement with the foreign tax authority. The consolidated statement of income data for the year ended December 31, 2016 includes a $4.6 billion income tax benefit associated with such deferred tax asset.
|
|
Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
2,303
|
|
|
$
|
2,419
|
|
|
$
|
2,498
|
|
|
$
|
2,707
|
|
Percent change from prior quarter
|
(7
|
)%
|
|
5
|
%
|
|
3
|
%
|
|
8
|
%
|
||||
2018
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
2,580
|
|
|
$
|
2,640
|
|
|
$
|
2,649
|
|
|
$
|
2,877
|
|
Percent change from prior quarter
|
(5
|
)%
|
|
2
|
%
|
|
0
|
%
|
|
9
|
%
|
||||
2019
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
2,643
|
|
|
$
|
2,687
|
|
|
$
|
2,649
|
|
|
$
|
2,821
|
|
Percent change from prior quarter
|
(8
|
)%
|
|
2
|
%
|
|
(1
|
)%
|
|
7
|
%
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
% Change
|
|
2018
|
|
% Change
|
|
2017
|
||||||||
U.S.
|
$
|
4,337
|
|
|
(1
|
)%
|
|
4,373
|
|
|
4
|
%
|
|
$
|
4,187
|
|
|
Percentage of net revenues
|
40
|
%
|
|
|
|
41
|
%
|
|
|
|
42
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
International
|
6,463
|
|
|
1
|
%
|
|
6,373
|
|
|
11
|
%
|
|
5,740
|
|
|||
Percentage of net revenues
|
60
|
%
|
|
|
|
59
|
%
|
|
|
|
58
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total net revenues
|
$
|
10,800
|
|
|
1
|
%
|
|
$
|
10,746
|
|
|
8
|
%
|
|
$
|
9,927
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
% Change
|
|
2018
|
|
% Change
|
|
2017
|
||||||||
Net transaction revenues:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Marketplace
|
$
|
7,578
|
|
|
2
|
%
|
|
$
|
7,416
|
|
|
9
|
%
|
|
$
|
6,809
|
|
StubHub
|
1,057
|
|
|
(1
|
)%
|
|
1,068
|
|
|
6
|
%
|
|
1,011
|
|
|||
Total net transaction revenues
|
8,635
|
|
|
2
|
%
|
|
8,484
|
|
|
8
|
%
|
|
7,820
|
|
|||
Marketing services and other revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Marketplace
|
1,060
|
|
|
(13
|
)%
|
|
1,225
|
|
|
3
|
%
|
|
1,192
|
|
|||
Classifieds
|
1,061
|
|
|
4
|
%
|
|
1,022
|
|
|
14
|
%
|
|
897
|
|
|||
StubHub
|
64
|
|
|
**
|
|
|
15
|
|
|
(17
|
)%
|
|
18
|
|
|||
Elimination of inter-segment net revenues
|
(20
|
)
|
|
**
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Total marketing services and other revenues
|
2,165
|
|
|
(4
|
)%
|
|
2,262
|
|
|
7
|
%
|
|
2,107
|
|
|||
Total net revenues
|
$
|
10,800
|
|
|
1
|
%
|
|
$
|
10,746
|
|
|
8
|
%
|
|
$
|
9,927
|
|
|
**
|
Not meaningful
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
% Change
|
|
2018
|
|
% Change
|
|
2017
|
||||||||
GMV:
|
|
|
|
|
|
|
|
|
|
||||||||
Marketplace
|
$
|
85,510
|
|
|
(5
|
)%
|
|
$
|
89,829
|
|
|
7
|
%
|
|
$
|
83,883
|
|
StubHub
|
4,700
|
|
|
(1
|
)%
|
|
4,751
|
|
|
5
|
%
|
|
4,520
|
|
|||
Total
|
$
|
90,210
|
|
|
(5
|
)%
|
|
$
|
94,580
|
|
|
7
|
%
|
|
$
|
88,403
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Transaction take rate:
|
|
|
|
|
|
|
|
|
|
||||||||
Marketplace
|
8.86
|
%
|
|
0.61
|
%
|
|
8.25
|
%
|
|
0.13
|
%
|
|
8.12
|
%
|
|||
StubHub
|
22.49
|
%
|
|
0.01
|
%
|
|
22.48
|
%
|
|
0.11
|
%
|
|
22.37
|
%
|
|||
Total transaction take rate
|
9.57
|
%
|
|
0.60
|
%
|
|
8.97
|
%
|
|
0.12
|
%
|
|
8.85
|
%
|
|
Year Ended December 31,
|
|
% Change
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||||
|
2019
|
|
2018
|
|
As Reported
|
|
FX-Neutral
|
|
2018
|
|
2017
|
|
As Reported
|
|
FX-Neutral
|
||||||||
Marketplace net transaction revenues (1)
|
7,578
|
|
|
7,416
|
|
|
2
|
%
|
|
4
|
%
|
|
7,416
|
|
|
6,809
|
|
|
9
|
%
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Marketplace GMV
|
85,510
|
|
|
89,829
|
|
|
(5
|
)%
|
|
(2
|
)%
|
|
89,829
|
|
|
83,883
|
|
|
7
|
%
|
|
5
|
%
|
Marketplace take rate
|
8.86
|
%
|
|
8.25
|
%
|
|
0.61
|
%
|
|
|
|
8.25
|
%
|
|
8.12
|
%
|
|
0.13
|
%
|
|
|
(1)
|
Marketplace net transaction revenues were net of $81 million, $8 million and $28 million hedging activity during the years ended December 31, 2019, 2018 and 2017 respectively.
|
|
Year Ended December 31,
|
|
% Change
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||||
|
2019
|
|
2018
|
|
As Reported
|
|
FX-Neutral
|
|
2018
|
|
2017
|
|
As Reported
|
|
FX-Neutral
|
||||||||
StubHub net transaction revenues
|
1,057
|
|
|
1,068
|
|
|
(1
|
)%
|
|
(1
|
)%
|
|
1,068
|
|
|
1,011
|
|
|
6
|
%
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
StubHub GMV
|
4,700
|
|
|
4,751
|
|
|
(1
|
)%
|
|
(1
|
)%
|
|
4,751
|
|
|
4,520
|
|
|
5
|
%
|
|
5
|
%
|
StubHub take rate
|
22.49
|
%
|
|
22.48
|
%
|
|
0.01
|
%
|
|
|
|
22.48
|
%
|
|
22.37
|
%
|
|
0.11
|
%
|
|
|
|
Year Ended December 31,
|
|
% Change
|
|
Year Ended December 31,
|
|
% Change
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
As Reported
|
|
FX-Neutral
|
|
2018
|
|
2017
|
|
As Reported
|
|
FX-Neutral
|
||||||||||||
Marketplace
|
$
|
1,060
|
|
|
$
|
1,225
|
|
|
(13
|
)%
|
|
(11
|
)%
|
|
$
|
1,225
|
|
|
$
|
1,192
|
|
|
3
|
%
|
|
1
|
%
|
Classifieds
|
1,061
|
|
|
1,022
|
|
|
4
|
%
|
|
9
|
%
|
|
1,022
|
|
|
897
|
|
|
14
|
%
|
|
10
|
%
|
||||
StubHub
|
64
|
|
|
15
|
|
|
**
|
|
|
**
|
|
|
15
|
|
|
18
|
|
|
(17
|
)%
|
|
(18
|
)%
|
||||
Elimination of inter-segment net revenues
|
$
|
(20
|
)
|
|
$
|
—
|
|
|
**
|
|
|
**
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
Total MS&O revenues
|
$
|
2,165
|
|
|
$
|
2,262
|
|
|
(4
|
)%
|
|
(1
|
)%
|
|
$
|
2,262
|
|
|
$
|
2,107
|
|
|
7
|
%
|
|
5
|
%
|
Percentage of net revenues
|
20
|
%
|
|
21
|
%
|
|
|
|
|
|
21
|
%
|
|
21
|
%
|
|
|
|
|
|
**
|
Not meaningful
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
% Change
|
|
2018
|
|
% Change
|
|
2017
|
||||||||
Cost of net revenues
|
$
|
2,508
|
|
|
5
|
%
|
|
$
|
2,382
|
|
|
7
|
%
|
|
$
|
2,221
|
|
As a percentage of net revenues
|
23.2
|
%
|
|
|
|
22.2
|
%
|
|
|
|
22.4
|
%
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
% Change
|
|
2018
|
|
% Change
|
|
2017
|
||||||||
Sales and marketing
|
$
|
3,194
|
|
|
(6
|
)%
|
|
$
|
3,391
|
|
|
18
|
%
|
|
$
|
2,878
|
|
Percentage of net revenues
|
30
|
%
|
|
|
|
32
|
%
|
|
|
|
29
|
%
|
|||||
Product development
|
1,240
|
|
|
(4
|
)%
|
|
1,285
|
|
|
5
|
%
|
|
1,224
|
|
|||
Percentage of net revenues
|
11
|
%
|
|
|
|
12
|
%
|
|
|
|
12
|
%
|
|||||
General and administrative
|
1,189
|
|
|
5
|
%
|
|
1,131
|
|
|
10
|
%
|
|
1,030
|
|
|||
Percentage of net revenues
|
11
|
%
|
|
|
|
11
|
%
|
|
|
|
10
|
%
|
|||||
Provision for transaction losses
|
300
|
|
|
5
|
%
|
|
286
|
|
|
5
|
%
|
|
272
|
|
|||
Percentage of net revenues
|
3
|
%
|
|
|
|
3
|
%
|
|
|
|
3
|
%
|
|||||
Amortization of acquired intangible assets
|
48
|
|
|
(1
|
)%
|
|
49
|
|
|
27
|
%
|
|
38
|
|
|||
Total operating expenses
|
$
|
5,971
|
|
|
(3
|
)%
|
|
$
|
6,142
|
|
|
13
|
%
|
|
$
|
5,442
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
% Change
|
|
2018
|
|
% Change
|
|
2017
|
||||||||
Income from operations
|
$
|
2,321
|
|
|
4
|
%
|
|
$
|
2,222
|
|
|
(2
|
)%
|
|
$
|
2,264
|
|
Operating margin
|
21.5
|
%
|
|
|
|
20.7
|
%
|
|
|
|
22.8
|
%
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
% Change
|
|
2018
|
|
% Change
|
|
2017
|
||||||||
Interest income
|
$
|
120
|
|
|
(32
|
)%
|
|
$
|
176
|
|
|
(1
|
)%
|
|
$
|
177
|
|
Interest expense
|
(311
|
)
|
|
(5
|
)%
|
|
(326
|
)
|
|
12
|
%
|
|
(292
|
)
|
|||
Gains on investments and sale of business
|
80
|
|
|
**
|
|
|
663
|
|
|
**
|
|
|
115
|
|
|||
Other
|
(3
|
)
|
|
**
|
|
|
(17
|
)
|
|
**
|
|
|
11
|
|
|||
Total interest and other, net
|
$
|
(114
|
)
|
|
**
|
|
|
$
|
496
|
|
|
**
|
|
|
$
|
11
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Income tax provision (benefit)
|
$
|
415
|
|
|
$
|
190
|
|
|
$
|
3,288
|
|
Effective tax rate
|
18.8
|
%
|
|
7.0
|
%
|
|
144.5
|
%
|
|
Year Ended
December 31, 2019 |
|
Year Ended
December 31, 2018 |
|
|
|
|
||||||||||||||
|
As Reported
|
|
Exchange Rate Effect (1)
|
|
FX-Neutral (2)
|
|
As Reported
|
|
As Reported % Change
|
|
FX-Neutral
% Change
|
||||||||||
GMV:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
$
|
85,510
|
|
|
$
|
(2,745
|
)
|
|
$
|
88,255
|
|
|
$
|
89,829
|
|
|
(5
|
)%
|
|
(2
|
)%
|
StubHub
|
4,700
|
|
|
(17
|
)
|
|
4,717
|
|
|
4,751
|
|
|
(1
|
)%
|
|
(1
|
)%
|
||||
Total GMV
|
$
|
90,210
|
|
|
$
|
(2,762
|
)
|
|
$
|
92,972
|
|
|
$
|
94,580
|
|
|
(5
|
)%
|
|
(2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net transaction revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace (3)
|
$
|
7,578
|
|
|
$
|
(123
|
)
|
|
$
|
7,701
|
|
|
$
|
7,416
|
|
|
2
|
%
|
|
4
|
%
|
StubHub
|
1,057
|
|
|
(3
|
)
|
|
1,060
|
|
|
1,068
|
|
|
(1
|
)%
|
|
(1
|
)%
|
||||
Total
|
8,635
|
|
|
(126
|
)
|
|
8,761
|
|
|
8,484
|
|
|
2
|
%
|
|
3
|
%
|
||||
Marketing services and other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
1,060
|
|
|
(30
|
)
|
|
1,090
|
|
|
1,225
|
|
|
(13
|
)%
|
|
(11
|
)%
|
||||
Classifieds
|
1,061
|
|
|
(55
|
)
|
|
1,116
|
|
|
1,022
|
|
|
4
|
%
|
|
9
|
%
|
||||
StubHub
|
64
|
|
|
—
|
|
|
64
|
|
|
15
|
|
|
**
|
|
|
**
|
|
||||
Elimination of inter-segment net revenue
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
**
|
|
|
**
|
|
||||
Total
|
2,165
|
|
|
(85
|
)
|
|
2,250
|
|
|
2,262
|
|
|
(4
|
)%
|
|
(1
|
)%
|
||||
Total net revenues
|
$
|
10,800
|
|
|
$
|
(211
|
)
|
|
$
|
11,011
|
|
|
$
|
10,746
|
|
|
1
|
%
|
|
2
|
%
|
|
Year Ended
December 31, 2018 |
|
Year Ended
December 31, 2017 |
|
|
|
|
||||||||||||||
|
As Reported
|
|
Exchange Rate Effect (1)
|
|
FX-Neutral (2)
|
|
As Reported
|
|
As Reported % Change
|
|
FX-Neutral
% Change
|
||||||||||
GMV:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
$
|
89,829
|
|
|
$
|
1,659
|
|
|
$
|
88,170
|
|
|
$
|
83,883
|
|
|
7
|
%
|
|
5
|
%
|
StubHub
|
4,751
|
|
|
5
|
|
|
4,746
|
|
|
4,520
|
|
|
5
|
%
|
|
5
|
%
|
||||
Total GMV
|
$
|
94,580
|
|
|
$
|
1,664
|
|
|
$
|
92,916
|
|
|
$
|
88,403
|
|
|
7
|
%
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net transaction revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace (3)
|
$
|
7,416
|
|
|
$
|
118
|
|
|
$
|
7,298
|
|
|
$
|
6,809
|
|
|
9
|
%
|
|
7
|
%
|
StubHub
|
1,068
|
|
|
1
|
|
|
1,067
|
|
|
1,011
|
|
|
6
|
%
|
|
6
|
%
|
||||
Total
|
8,484
|
|
|
119
|
|
|
8,365
|
|
|
7,820
|
|
|
8
|
%
|
|
7
|
%
|
||||
Marketing services and other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketplace
|
1,225
|
|
|
22
|
|
|
1,203
|
|
|
1,192
|
|
|
3
|
%
|
|
1
|
%
|
||||
Classifieds
|
1,022
|
|
|
33
|
|
|
989
|
|
|
897
|
|
|
14
|
%
|
|
10
|
%
|
||||
StubHub
|
15
|
|
|
—
|
|
|
15
|
|
|
18
|
|
|
(17
|
)%
|
|
(18
|
)%
|
||||
Total
|
2,262
|
|
|
55
|
|
|
2,207
|
|
|
2,107
|
|
|
7
|
%
|
|
5
|
%
|
||||
Total net revenues
|
$
|
10,746
|
|
|
$
|
174
|
|
|
$
|
10,572
|
|
|
$
|
9,927
|
|
|
8
|
%
|
|
6
|
%
|
|
(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 $81 million and $8 million of hedging activity in 2019 and 2018, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Continuing operating activities
|
$
|
3,114
|
|
|
$
|
2,661
|
|
|
$
|
3,146
|
|
Investing activities
|
2,787
|
|
|
2,894
|
|
|
(1,295
|
)
|
|||
Financing activities
|
(7,091
|
)
|
|
(5,398
|
)
|
|
(1,784
|
)
|
|||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
(33
|
)
|
|
(75
|
)
|
|
238
|
|
|||
Net increase (decrease) in cash, cash equivalents - discontinued operations
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
(1,223
|
)
|
|
$
|
79
|
|
|
$
|
305
|
|
Payments Due During the Year Ending December 31,
|
|
Debt
|
|
Leases
|
|
Purchase Obligations
|
|
Total
|
||||||||
2020
|
|
$
|
1,257
|
|
|
$
|
200
|
|
|
$
|
140
|
|
|
$
|
1,597
|
|
2021
|
|
980
|
|
|
174
|
|
|
82
|
|
|
1,236
|
|
||||
2022
|
|
1,933
|
|
|
151
|
|
|
69
|
|
|
2,153
|
|
||||
2023
|
|
1,284
|
|
|
98
|
|
|
1
|
|
|
1,383
|
|
||||
2024
|
|
871
|
|
|
45
|
|
|
1
|
|
|
917
|
|
||||
Thereafter
|
|
4,349
|
|
|
78
|
|
|
3
|
|
|
4,430
|
|
||||
|
|
$
|
10,674
|
|
|
$
|
746
|
|
|
$
|
296
|
|
|
$
|
11,716
|
|
•
|
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 $2 billion revolving credit facility or $1.5 billion commercial paper program, for which no borrowings were outstanding as of December 31, 2019.
|
•
|
Lease amounts include payments for our operating and finance leases for office space, data centers, as well as fulfillment centers and other corporate assets 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,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions, except percentages)
|
||||||||||
Income tax provision (benefit)
|
$
|
415
|
|
|
$
|
190
|
|
|
$
|
3,288
|
|
Effective tax rate
|
18.8
|
%
|
|
7.0
|
%
|
|
144.5
|
%
|
|
Fair Value Asset/(Liability)
|
|
Fair Value Sensitivity
|
||||
|
(In millions)
|
||||||
Foreign exchange contracts - Cash flow hedges
|
$
|
49
|
|
|
$
|
(88
|
)
|
Foreign exchange contracts - Net investment hedges
|
$
|
(2
|
)
|
|
$
|
(40
|
)
|
1. Consolidated Financial Statements:
|
|
|
Page Number
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheet
|
|
Consolidated Statement of Income
|
|
Consolidated Statement of 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 to Exhibits that precedes the signature page of this Annual Report.
|
ITEM 8:
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In millions, except par value)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
975
|
|
|
$
|
2,202
|
|
Short-term investments
|
1,850
|
|
|
2,713
|
|
||
Accounts receivable, net
|
700
|
|
|
712
|
|
||
Other current assets
|
1,181
|
|
|
1,499
|
|
||
Total current assets
|
4,706
|
|
|
7,126
|
|
||
Long-term investments
|
1,316
|
|
|
3,778
|
|
||
Property and equipment, net
|
1,510
|
|
|
1,597
|
|
||
Goodwill
|
5,153
|
|
|
5,160
|
|
||
Intangible assets, net
|
67
|
|
|
92
|
|
||
Operating lease right-of-use assets
|
628
|
|
|
—
|
|
||
Deferred tax assets
|
4,377
|
|
|
4,792
|
|
||
Other assets
|
417
|
|
|
274
|
|
||
Total assets
|
$
|
18,174
|
|
|
$
|
22,819
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Short-term debt
|
$
|
1,022
|
|
|
$
|
1,546
|
|
Accounts payable
|
270
|
|
|
286
|
|
||
Accrued expenses and other current liabilities
|
2,404
|
|
|
2,335
|
|
||
Deferred revenue
|
158
|
|
|
170
|
|
||
Income taxes payable
|
212
|
|
|
117
|
|
||
Total current liabilities
|
4,066
|
|
|
4,454
|
|
||
Operating lease liabilities
|
492
|
|
|
—
|
|
||
Deferred tax liabilities
|
2,646
|
|
|
2,925
|
|
||
Long-term debt
|
6,738
|
|
|
7,685
|
|
||
Other liabilities
|
1,362
|
|
|
1,474
|
|
||
Total liabilities
|
15,304
|
|
|
16,538
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value; 3,580 shares authorized; 796 and 915 shares outstanding
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
16,126
|
|
|
15,716
|
|
||
Treasury stock at cost, 897 and 763 shares
|
(31,396
|
)
|
|
(26,394
|
)
|
||
Retained earnings
|
17,754
|
|
|
16,459
|
|
||
Accumulated other comprehensive income
|
384
|
|
|
498
|
|
||
Total stockholders’ equity
|
2,870
|
|
|
6,281
|
|
||
Total liabilities and stockholders’ equity
|
$
|
18,174
|
|
|
$
|
22,819
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions, except per share amounts)
|
||||||||||
Net revenues
|
$
|
10,800
|
|
|
$
|
10,746
|
|
|
$
|
9,927
|
|
Cost of net revenues
|
2,508
|
|
|
2,382
|
|
|
2,221
|
|
|||
Gross profit
|
8,292
|
|
|
8,364
|
|
|
7,706
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|||||
Sales and marketing
|
3,194
|
|
|
3,391
|
|
|
2,878
|
|
|||
Product development
|
1,240
|
|
|
1,285
|
|
|
1,224
|
|
|||
General and administrative
|
1,189
|
|
|
1,131
|
|
|
1,030
|
|
|||
Provision for transaction losses
|
300
|
|
|
286
|
|
|
272
|
|
|||
Amortization of acquired intangible assets
|
48
|
|
|
49
|
|
|
38
|
|
|||
Total operating expenses
|
5,971
|
|
|
6,142
|
|
|
5,442
|
|
|||
Income from operations
|
2,321
|
|
|
2,222
|
|
|
2,264
|
|
|||
Interest and other, net
|
(114
|
)
|
|
496
|
|
|
11
|
|
|||
Income from continuing operations before income taxes
|
2,207
|
|
|
2,718
|
|
|
2,275
|
|
|||
Income tax provision
|
(415
|
)
|
|
(190
|
)
|
|
(3,288
|
)
|
|||
Income (loss) from continuing operations
|
$
|
1,792
|
|
|
$
|
2,528
|
|
|
$
|
(1,013
|
)
|
Income (loss) from discontinued operations, net of income taxes
|
(6
|
)
|
|
2
|
|
|
(4
|
)
|
|||
Net income (loss)
|
$
|
1,786
|
|
|
$
|
2,530
|
|
|
$
|
(1,017
|
)
|
|
|
|
|
|
|
||||||
Income (loss) per share - basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.11
|
|
|
$
|
2.58
|
|
|
$
|
(0.95
|
)
|
Discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) per share - basic
|
$
|
2.10
|
|
|
$
|
2.58
|
|
|
$
|
(0.95
|
)
|
|
|
|
|
|
|
||||||
Income (loss) per share - diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.10
|
|
|
$
|
2.55
|
|
|
$
|
(0.95
|
)
|
Discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) per share - diluted
|
$
|
2.09
|
|
|
$
|
2.55
|
|
|
$
|
(0.95
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares:
|
|
|
|
|
|
||||||
Basic
|
849
|
|
|
980
|
|
|
1,064
|
|
|||
Diluted
|
856
|
|
|
991
|
|
|
1,064
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Net income (loss)
|
$
|
1,786
|
|
|
$
|
2,530
|
|
|
$
|
(1,017
|
)
|
Other comprehensive income (loss), net of reclassification adjustments:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
(99
|
)
|
|
(286
|
)
|
|
978
|
|
|||
Unrealized gains (losses) on investments, net
|
61
|
|
|
(41
|
)
|
|
(66
|
)
|
|||
Tax benefit (expense) on unrealized gains (losses) on investments, net
|
(16
|
)
|
|
10
|
|
|
23
|
|
|||
Unrealized gains (losses) on hedging activities, net
|
(77
|
)
|
|
125
|
|
|
(111
|
)
|
|||
Tax benefit (expense) on unrealized gains (losses) on hedging activities, net
|
17
|
|
|
(27
|
)
|
|
17
|
|
|||
Other comprehensive income (loss), net of tax
|
(114
|
)
|
|
(219
|
)
|
|
841
|
|
|||
Comprehensive income (loss)
|
$
|
1,672
|
|
|
$
|
2,311
|
|
|
$
|
(176
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(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
|
15,716
|
|
|
15,293
|
|
|
14,907
|
|
|||
Common stock and stock-based awards issued
|
104
|
|
|
109
|
|
|
120
|
|
|||
Tax withholdings related to net share settlements of restricted stock awards and units
|
(202
|
)
|
|
(225
|
)
|
|
(219
|
)
|
|||
Stock-based compensation
|
505
|
|
|
538
|
|
|
484
|
|
|||
Other
|
3
|
|
|
1
|
|
|
1
|
|
|||
Balance, end of year
|
16,126
|
|
|
15,716
|
|
|
15,293
|
|
|||
Treasury stock at cost:
|
|
|
|
|
|
||||||
Balance, beginning of year
|
(26,394
|
)
|
|
(21,892
|
)
|
|
(19,205
|
)
|
|||
Common stock repurchased
|
(5,002
|
)
|
|
(4,502
|
)
|
|
(2,687
|
)
|
|||
Balance, end of year
|
(31,396
|
)
|
|
(26,394
|
)
|
|
(21,892
|
)
|
|||
Retained earnings:
|
|
|
|
|
|
||||||
Balance, beginning of year
|
16,459
|
|
|
13,929
|
|
|
14,946
|
|
|||
Net income (loss)
|
1,786
|
|
|
2,530
|
|
|
(1,017
|
)
|
|||
Dividends and dividend equivalents declared
|
(491
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
17,754
|
|
|
16,459
|
|
|
13,929
|
|
|||
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
||||||
Balance, beginning of year
|
498
|
|
|
717
|
|
|
(124
|
)
|
|||
Change in unrealized gains (losses) on investments
|
61
|
|
|
(41
|
)
|
|
(66
|
)
|
|||
Change in unrealized gains (losses) on derivative instruments
|
(77
|
)
|
|
125
|
|
|
(111
|
)
|
|||
Foreign currency translation adjustment
|
(99
|
)
|
|
(286
|
)
|
|
978
|
|
|||
Tax benefit (provision) on above items
|
1
|
|
|
(17
|
)
|
|
40
|
|
|||
Balance, end of year
|
384
|
|
|
498
|
|
|
717
|
|
|||
Total stockholders’ equity
|
$
|
2,870
|
|
|
$
|
6,281
|
|
|
$
|
8,049
|
|
Number of shares:
|
|
|
|
|
|
||||||
Common stock - shares outstanding:
|
|
|
|
|
|
||||||
Balance, beginning of year
|
915
|
|
|
1,029
|
|
|
1,087
|
|
|||
Common stock issued
|
15
|
|
|
17
|
|
|
24
|
|
|||
Common stock repurchased/forfeited
|
(134
|
)
|
|
(131
|
)
|
|
(82
|
)
|
|||
Balance, end of year
|
796
|
|
|
915
|
|
|
1,029
|
|
|||
|
|
|
|
|
|
||||||
Dividends and dividend equivalents declared per share or restricted stock unit
|
$
|
0.56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
1,786
|
|
|
$
|
2,530
|
|
|
$
|
(1,017
|
)
|
(Income) loss from discontinued operations, net of income taxes
|
6
|
|
|
(2
|
)
|
|
4
|
|
|||
Adjustments:
|
|
|
|
|
|
||||||
Provision for transaction losses
|
300
|
|
|
286
|
|
|
272
|
|
|||
Depreciation and amortization
|
681
|
|
|
696
|
|
|
676
|
|
|||
Stock-based compensation
|
505
|
|
|
538
|
|
|
483
|
|
|||
(Gain) loss on investments, net
|
—
|
|
|
(572
|
)
|
|
49
|
|
|||
(Gain) loss on sale of business
|
52
|
|
|
—
|
|
|
(167
|
)
|
|||
Deferred income taxes
|
117
|
|
|
(153
|
)
|
|
1,728
|
|
|||
Change in fair value of warrant
|
(133
|
)
|
|
(104
|
)
|
|
—
|
|
|||
Other
|
—
|
|
|
19
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of acquisition effects
|
|
|
|
|
|
||||||
Accounts receivable
|
(124
|
)
|
|
(98
|
)
|
|
(195
|
)
|
|||
Other current assets
|
177
|
|
|
(143
|
)
|
|
(148
|
)
|
|||
Other non-current assets
|
222
|
|
|
108
|
|
|
19
|
|
|||
Accounts payable
|
4
|
|
|
(47
|
)
|
|
19
|
|
|||
Accrued expenses and other liabilities
|
(391
|
)
|
|
(437
|
)
|
|
206
|
|
|||
Deferred revenue
|
—
|
|
|
33
|
|
|
8
|
|
|||
Income taxes payable and other tax liabilities
|
(88
|
)
|
|
7
|
|
|
1,209
|
|
|||
Net cash provided by continuing operating activities
|
3,114
|
|
|
2,661
|
|
|
3,146
|
|
|||
Net cash used in discontinued operating activities
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||
Net cash provided by operating activities
|
3,114
|
|
|
2,658
|
|
|
3,146
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment
|
(554
|
)
|
|
(651
|
)
|
|
(666
|
)
|
|||
Purchases of investments
|
(46,977
|
)
|
|
(28,115
|
)
|
|
(14,599
|
)
|
|||
Maturities and sales of investments
|
50,548
|
|
|
30,901
|
|
|
14,520
|
|
|||
Equity investment in Flipkart
|
—
|
|
|
—
|
|
|
(514
|
)
|
|||
Equity investment in Paytm Mall
|
(160
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of equity investment in Flipkart
|
—
|
|
|
1,029
|
|
|
—
|
|
|||
Acquisitions, net of cash acquired
|
(93
|
)
|
|
(302
|
)
|
|
(34
|
)
|
|||
Other
|
23
|
|
|
32
|
|
|
(2
|
)
|
|||
Net cash provided by (used in) investing activities
|
2,787
|
|
|
2,894
|
|
|
(1,295
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of common stock
|
106
|
|
|
109
|
|
|
120
|
|
|||
Repurchases of common stock
|
(4,973
|
)
|
|
(4,502
|
)
|
|
(2,746
|
)
|
|||
Tax withholdings related to net share settlements of restricted stock awards and units
|
(202
|
)
|
|
(225
|
)
|
|
(219
|
)
|
|||
Proceeds from issuance of long-term debt, net
|
—
|
|
|
—
|
|
|
2,484
|
|
|||
Payments for dividends
|
(473
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of debt
|
(1,550
|
)
|
|
(750
|
)
|
|
(1,452
|
)
|
|||
Other
|
1
|
|
|
(30
|
)
|
|
29
|
|
|||
Net cash used in financing activities
|
(7,091
|
)
|
|
(5,398
|
)
|
|
(1,784
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(33
|
)
|
|
(75
|
)
|
|
238
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(1,223
|
)
|
|
79
|
|
|
305
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
2,219
|
|
|
2,140
|
|
|
1,835
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
996
|
|
|
$
|
2,219
|
|
|
$
|
2,140
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1,792
|
|
|
$
|
2,528
|
|
|
$
|
(1,013
|
)
|
Income (loss) from discontinued operations, net of income taxes
|
(6
|
)
|
|
2
|
|
|
(4
|
)
|
|||
Net income (loss)
|
$
|
1,786
|
|
|
$
|
2,530
|
|
|
$
|
(1,017
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares of common stock - basic
|
849
|
|
|
980
|
|
|
1,064
|
|
|||
Dilutive effect of equity incentive awards
|
7
|
|
|
11
|
|
|
—
|
|
|||
Weighted average shares of common stock - diluted
|
856
|
|
|
991
|
|
|
1,064
|
|
|||
Income (loss) per share - basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.11
|
|
|
$
|
2.58
|
|
|
$
|
(0.95
|
)
|
Discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) per share - basic
|
$
|
2.10
|
|
|
$
|
2.58
|
|
|
$
|
(0.95
|
)
|
Income (loss) per share - diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.10
|
|
|
$
|
2.55
|
|
|
$
|
(0.95
|
)
|
Discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) per share - diluted
|
$
|
2.09
|
|
|
$
|
2.55
|
|
|
$
|
(0.95
|
)
|
Common stock equivalents excluded from income per diluted share because their effect would have been anti-dilutive
|
18
|
|
|
12
|
|
|
46
|
|
|
Motors.co.uk
|
||
Goodwill
|
$
|
65
|
|
Purchased intangible assets
|
30
|
|
|
Net liabilities
|
(2
|
)
|
|
Total
|
$
|
93
|
|
|
Giosis
|
||
Goodwill
|
$
|
532
|
|
Purchased intangible assets
|
91
|
|
|
Net liabilities
|
(50
|
)
|
|
Total
|
$
|
573
|
|
|
December 31,
2017 |
|
Goodwill
Acquired |
|
Adjustments
|
|
December 31,
2018 |
|
Goodwill
Acquired |
|
Adjustments
|
|
December 31,
2019 |
||||||||||||||
Marketplace
|
$
|
4,186
|
|
|
$
|
532
|
|
|
$
|
(124
|
)
|
|
$
|
4,594
|
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
$
|
4,534
|
|
StubHub
|
233
|
|
|
—
|
|
|
(6
|
)
|
|
227
|
|
|
—
|
|
|
(4
|
)
|
|
223
|
|
|||||||
Classifieds
|
354
|
|
|
—
|
|
|
(15
|
)
|
|
339
|
|
|
65
|
|
|
(8
|
)
|
|
396
|
|
|||||||
Total
|
$
|
4,773
|
|
|
$
|
532
|
|
|
$
|
(145
|
)
|
|
$
|
5,160
|
|
|
$
|
65
|
|
|
$
|
(72
|
)
|
|
$
|
5,153
|
|
|
December 31, 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
|
$
|
502
|
|
|
$
|
(448
|
)
|
|
$
|
54
|
|
|
5
|
|
$
|
519
|
|
|
$
|
(445
|
)
|
|
$
|
74
|
|
|
5
|
Marketing-related
|
540
|
|
|
(535
|
)
|
|
5
|
|
|
5
|
|
584
|
|
|
(578
|
)
|
|
6
|
|
|
5
|
||||||
Developed technologies
|
272
|
|
|
(267
|
)
|
|
5
|
|
|
3
|
|
278
|
|
|
(269
|
)
|
|
9
|
|
|
3
|
||||||
All other
|
161
|
|
|
(158
|
)
|
|
3
|
|
|
4
|
|
160
|
|
|
(157
|
)
|
|
3
|
|
|
4
|
||||||
Total
|
$
|
1,475
|
|
|
$
|
(1,408
|
)
|
|
$
|
67
|
|
|
|
|
$
|
1,541
|
|
|
$
|
(1,449
|
)
|
|
$
|
92
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net Revenues
|
|
|
|
|
|
||||||
Marketplace
|
|
|
|
|
|
||||||
Net transaction revenues
|
$
|
7,578
|
|
|
$
|
7,416
|
|
|
$
|
6,809
|
|
Marketing services and other revenues
|
1,060
|
|
|
1,225
|
|
|
1,192
|
|
|||
Total Marketplace
|
8,638
|
|
|
8,641
|
|
|
8,001
|
|
|||
|
|
|
|
|
|
||||||
StubHub
|
|
|
|
|
|
||||||
Net transaction revenues
|
1,057
|
|
|
1,068
|
|
|
1,011
|
|
|||
Marketing services and other revenues
|
64
|
|
|
15
|
|
|
18
|
|
|||
Total StubHub
|
1,121
|
|
|
1,083
|
|
|
1,029
|
|
|||
|
|
|
|
|
|
||||||
Classifieds (1)
|
1,061
|
|
|
1,022
|
|
|
897
|
|
|||
|
|
|
|
|
|
||||||
Elimination of inter-segment net revenue (2)
|
(20
|
)
|
|
—
|
|
|
—
|
|
|||
Total consolidated net revenue
|
$
|
10,800
|
|
|
$
|
10,746
|
|
|
$
|
9,927
|
|
|
|
|
|
|
|
||||||
Operating income (loss)
|
|
|
|
|
|
||||||
Marketplace
|
$
|
2,814
|
|
|
$
|
2,673
|
|
|
$
|
2,626
|
|
StubHub
|
139
|
|
|
149
|
|
|
161
|
|
|||
Classifieds
|
420
|
|
|
401
|
|
|
314
|
|
|||
Corporate and other costs
|
(1,052
|
)
|
|
(1,001
|
)
|
|
(837
|
)
|
|||
Total operating income
|
2,321
|
|
|
2,222
|
|
|
2,264
|
|
|||
Interest and other, net
|
(114
|
)
|
|
496
|
|
|
11
|
|
|||
Income before income taxes
|
$
|
2,207
|
|
|
$
|
2,718
|
|
|
$
|
2,275
|
|
(1)
|
Classifieds net revenues consists entirely of marketing services and other revenue.
|
(2)
|
Represents revenue generated between our reportable segments.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues by geography:
|
|
|
|
|
|
||||||
U.S.
|
$
|
4,337
|
|
|
$
|
4,373
|
|
|
$
|
4,187
|
|
Germany
|
1,506
|
|
|
1,591
|
|
|
1,464
|
|
|||
United Kingdom
|
1,441
|
|
|
1,481
|
|
|
1,368
|
|
|||
South Korea
|
1,221
|
|
|
1,195
|
|
|
1,061
|
|
|||
Rest of world
|
2,295
|
|
|
2,106
|
|
|
1,847
|
|
|||
Total net revenues
|
$
|
10,800
|
|
|
$
|
10,746
|
|
|
$
|
9,927
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Long-lived tangible assets by geography:
|
|
|
|
||||
U.S.
|
$
|
1,786
|
|
|
$
|
1,661
|
|
International
|
352
|
|
|
151
|
|
||
Total long-lived tangible assets
|
$
|
2,138
|
|
|
$
|
1,812
|
|
|
December 31, 2019
|
||||||||||||||
|
Gross
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Corporate debt securities
|
1,653
|
|
|
1
|
|
|
—
|
|
|
1,654
|
|
||||
Government and agency securities
|
175
|
|
|
—
|
|
|
—
|
|
|
175
|
|
||||
|
$
|
1,849
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1,850
|
|
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
957
|
|
|
4
|
|
|
—
|
|
|
961
|
|
||||
|
$
|
957
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
961
|
|
|
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
|
|
|
December 31, 2019
|
||
One year or less (including restricted cash of $21)
|
$
|
1,850
|
|
One year through two years
|
676
|
|
|
Two years through three years
|
198
|
|
|
Three years through four years
|
87
|
|
|
Total
|
$
|
2,811
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Equity investments without readily determinable fair values
|
$
|
337
|
|
|
$
|
137
|
|
Equity investments under the equity method of accounting
|
18
|
|
|
6
|
|
||
Total equity investments
|
$
|
355
|
|
|
$
|
143
|
|
|
|
Year Ended
December 31, 2019 |
|
Year Ended December 31, 2018
|
||||
Carrying value, beginning of period
|
|
$
|
137
|
|
|
$
|
872
|
|
Additions
|
|
200
|
|
|
23
|
|
||
Sales
|
|
—
|
|
|
(718
|
)
|
||
Downward adjustments for observable price changes and impairment
|
|
—
|
|
|
(20
|
)
|
||
Foreign currency translation and other
|
|
—
|
|
|
(20
|
)
|
||
Carrying value, end of period
|
|
$
|
337
|
|
|
$
|
137
|
|
|
Balance Sheet Location
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Derivative Assets:
|
|
|
|
|
|
||||
Foreign exchange contracts designated as cash flow hedges
|
Other Current Assets
|
|
$
|
36
|
|
|
$
|
72
|
|
Foreign exchange contracts not designated as hedging instruments
|
Other Current Assets
|
|
17
|
|
|
38
|
|
||
Warrant
|
Other Assets
|
|
281
|
|
|
148
|
|
||
Foreign exchange contracts designated as cash flow hedges
|
Other Assets
|
|
15
|
|
|
4
|
|
||
Total derivative assets
|
|
|
$
|
349
|
|
|
$
|
262
|
|
|
|
|
|
|
|
||||
Derivative Liabilities:
|
|
|
|
|
|
||||
Foreign exchange contracts designated as cash flow hedges
|
Other Current Liabilities
|
|
$
|
2
|
|
|
$
|
—
|
|
Foreign exchange contracts designated as net investment hedges
|
Other Current Liabilities
|
|
2
|
|
|
1
|
|
||
Interest rate contracts designated as fair value hedges
|
Other Current Liabilities
|
|
—
|
|
|
7
|
|
||
Foreign exchange contracts not designated as hedging instruments
|
Other Current Liabilities
|
|
21
|
|
|
30
|
|
||
Interest rate contracts designated as fair value hedges
|
Other Liabilities
|
|
—
|
|
|
10
|
|
||
Total derivative liabilities
|
|
|
$
|
25
|
|
|
$
|
48
|
|
|
|
|
|
|
|
||||
Total fair value of derivative instruments
|
|
|
$
|
324
|
|
|
$
|
214
|
|
|
December 31, 2018
|
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive
Income
|
|
Less: Amount of Gain (Loss) Reclassified From AOCI to Earnings
|
|
December 31, 2019
|
||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
68
|
|
|
4
|
|
|
81
|
|
|
$
|
(9
|
)
|
|
December 31, 2017
|
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive
Income
|
|
Less: Amount of Gain (Loss) Reclassified From AOCI to Earnings
|
|
December 31, 2018
|
||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
(57
|
)
|
|
117
|
|
|
(8
|
)
|
|
$
|
68
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Foreign exchange contracts designated as cash flow hedges recognized in net revenues
|
$
|
81
|
|
|
$
|
(8
|
)
|
|
$
|
(28
|
)
|
Foreign exchange contracts designated as cash flow hedges recognized in cost of net revenues
|
—
|
|
|
—
|
|
|
11
|
|
|||
Foreign exchange contracts designated as cash flow hedges recognized in interest and other, net
|
—
|
|
|
—
|
|
|
24
|
|
|||
Foreign exchange contracts not designated as hedging instruments recognized in interest and other, net
|
(11
|
)
|
|
9
|
|
|
(16
|
)
|
|||
Total gain (loss) recognized from foreign exchange derivative contracts in the consolidated statement of income
|
$
|
70
|
|
|
$
|
1
|
|
|
$
|
(9
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Gain (loss) from interest rate contracts designated as fair value hedges recognized in interest and other, net
|
$
|
34
|
|
|
$
|
(19
|
)
|
|
$
|
(21
|
)
|
Gain (loss) from hedged items attributable to hedged risk recognized in interest and other, net
|
(34
|
)
|
|
19
|
|
|
21
|
|
|||
Total gain (loss) recognized from interest rate derivative contracts in the consolidated statement of income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Gain attributable to changes in the fair value of warrant recognized in interest and other, net
|
$
|
133
|
|
|
$
|
104
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
1,983
|
|
|
$
|
1,510
|
|
Foreign exchange contracts designated as net investment hedges
|
200
|
|
|
804
|
|
||
Foreign exchange contracts not designated as hedging instruments
|
2,710
|
|
|
3,517
|
|
||
Interest rate contracts designated as fair value hedges
|
—
|
|
|
2,400
|
|
||
Total
|
$
|
4,893
|
|
|
$
|
8,231
|
|
|
December 31, 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
|
$
|
975
|
|
|
$
|
975
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Restricted cash
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
||||
Corporate debt securities
|
1,654
|
|
|
—
|
|
|
1,654
|
|
|
—
|
|
||||
Government and agency securities
|
175
|
|
|
—
|
|
|
175
|
|
|
—
|
|
||||
Total short-term investments
|
1,850
|
|
|
21
|
|
|
1,829
|
|
|
—
|
|
||||
Derivatives
|
349
|
|
|
—
|
|
|
68
|
|
|
281
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
961
|
|
|
—
|
|
|
961
|
|
|
—
|
|
||||
Total long-term investments
|
961
|
|
|
—
|
|
|
961
|
|
|
—
|
|
||||
Total financial assets
|
$
|
4,135
|
|
|
$
|
996
|
|
|
$
|
2,858
|
|
|
$
|
281
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
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
|
|
|
$
|
—
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Opening balance as of January 1, 2019
|
$
|
148
|
|
|
$
|
—
|
|
Recognition of warrant
|
—
|
|
|
44
|
|
||
Change in fair value
|
133
|
|
|
104
|
|
||
Closing balance as of December 31, 2019
|
$
|
281
|
|
|
$
|
148
|
|
|
December 31,
|
||||||
2019
|
|
2018
|
|||||
(In millions)
|
|||||||
Customer accounts and funds receivable
|
$
|
632
|
|
|
$
|
670
|
|
Other
|
549
|
|
|
829
|
|
||
Other current assets
|
$
|
1,181
|
|
|
$
|
1,499
|
|
|
December 31,
|
||||||
2019
|
|
2018
|
|||||
(In millions)
|
|||||||
Computer equipment and software
|
$
|
5,029
|
|
|
$
|
4,933
|
|
Land and buildings, including building improvements
|
740
|
|
|
713
|
|
||
Leasehold improvements
|
421
|
|
|
399
|
|
||
Furniture and fixtures
|
175
|
|
|
169
|
|
||
Construction in progress and other
|
104
|
|
|
130
|
|
||
Property and equipment, gross
|
6,469
|
|
|
6,344
|
|
||
Accumulated depreciation
|
(4,959
|
)
|
|
(4,747
|
)
|
||
Property and equipment, net
|
$
|
1,510
|
|
|
$
|
1,597
|
|
|
December 31,
|
||||||
2019
|
|
2018
|
|||||
(In millions)
|
|||||||
Customer accounts and funds payable
|
$
|
736
|
|
|
$
|
681
|
|
Compensation and related benefits
|
500
|
|
|
410
|
|
||
Advertising accruals
|
195
|
|
|
264
|
|
||
Other current tax liabilities
|
38
|
|
|
229
|
|
||
Other
|
935
|
|
|
751
|
|
||
Accrued expenses and other current liabilities
|
$
|
2,404
|
|
|
$
|
2,335
|
|
|
|
Coupon
|
|
As of
|
|
Effective
|
|
As of
|
|
Effective
|
||||||
|
|
Rate
|
|
December 31, 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
|
|
|
2.913
|
%
|
|
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)
|
|
|
|
15
|
|
|
|
|
(10
|
)
|
|
|
||||
Unamortized discount and debt issuance costs
|
|
|
|
(44
|
)
|
|
|
|
(55
|
)
|
|
|
||||
Other long-term borrowings
|
|
|
|
17
|
|
|
|
|
—
|
|
|
|
||||
Less: Current portion of long-term debt
|
|
|
|
(1,000
|
)
|
|
|
|
(1,550
|
)
|
|
|
||||
Total long-term debt
|
|
|
|
6,738
|
|
|
|
|
7,685
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-Term Debt
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
|
|
|
1,000
|
|
|
|
|
1,550
|
|
|
|
||||
Hedge accounting fair value adjustments (1)
|
|
|
|
—
|
|
|
|
|
(7
|
)
|
|
|
||||
Unamortized discount and debt issuance costs
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|
|
||||
Other short-term borrowings
|
|
|
|
23
|
|
|
|
|
4
|
|
|
|
||||
Total short-term debt
|
|
|
|
1,022
|
|
|
|
|
1,546
|
|
|
|
||||
Total Debt
|
|
|
|
$
|
7,760
|
|
|
|
|
$
|
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.
|
Fiscal Years:
|
|
||
2020
|
$
|
1,000
|
|
2021
|
750
|
|
|
2022
|
1,750
|
|
|
2023
|
1,150
|
|
|
2024
|
750
|
|
|
Thereafter
|
2,350
|
|
|
Total future maturities
|
$
|
7,750
|
|
|
|
As of
|
||
|
Balance Sheet Location
|
December 31, 2019
|
||
Assets
|
|
|
||
Operating
|
Operating lease right-of-use assets
|
$
|
628
|
|
Finance
|
Property and equipment, net (1)
|
31
|
|
|
Total leased assets
|
|
$
|
659
|
|
|
|
|
||
Liabilities
|
|
|
||
Operating - current
|
Accrued expenses and other current liabilities
|
$
|
170
|
|
Finance - current
|
Short-term debt
|
11
|
|
|
Operating - noncurrent
|
Operating lease liabilities
|
492
|
|
|
Finance - noncurrent
|
Long-term debt
|
16
|
|
|
Total lease liabilities
|
|
$
|
689
|
|
(1)
|
Recorded net of accumulated amortization of $2 million as of December 31, 2019.
|
(2)
|
Includes variable lease payments and sublease income that were immaterial during the year ended December 31, 2019.
|
|
Operating
|
|
Finance
|
||||
2020
|
$
|
188
|
|
|
$
|
12
|
|
2021
|
162
|
|
|
12
|
|
||
2022
|
146
|
|
|
5
|
|
||
2023
|
98
|
|
|
—
|
|
||
2024
|
45
|
|
|
—
|
|
||
Thereafter
|
78
|
|
|
—
|
|
||
Total lease payments
|
717
|
|
|
29
|
|
||
Less interest
|
(56
|
)
|
|
(2
|
)
|
||
Present value of lease liabilities
|
$
|
661
|
|
|
$
|
27
|
|
|
Leases (3)
|
||
2019
|
$
|
136
|
|
2020
|
104
|
|
|
2021
|
91
|
|
|
2022
|
76
|
|
|
2023
|
51
|
|
|
Thereafter
|
119
|
|
|
Total minimum lease payments
|
$
|
577
|
|
|
Year Ended December 31, 2019
|
|
Weighted Average Remaining Lease Term
|
|
|
Operating leases
|
4.66 years
|
|
|
|
|
Weighted Average Discount Rate
|
|
|
Operating leases
|
3.11
|
%
|
|
|
Year Ended December 31, 2019
|
||
Right-of-use assets obtained in exchange for new lease obligations:
|
|
|
||
Operating leases
|
|
$
|
99
|
|
Finance leases
|
|
$
|
34
|
|
|
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
|
134
|
|
|
$
|
37.26
|
|
|
$
|
5,000
|
|
|
(5,000
|
)
|
|
Balance as of December 31, 2019
|
|
|
|
|
|
|
$
|
2,151
|
|
|
(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
|
|
Weighted Average
Grant-Date
Fair Value
(per share)
|
|||
Outstanding as of January 1, 2019
|
34
|
|
|
$
|
33.59
|
|
Awarded and assumed
|
19
|
|
|
$
|
37.61
|
|
Vested
|
(17
|
)
|
|
$
|
31.67
|
|
Forfeited
|
(8
|
)
|
|
$
|
35.50
|
|
Outstanding as of December 31, 2019
|
28
|
|
|
$
|
36.82
|
|
Expected to vest as of December 31, 2019
|
23
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of net revenues
|
$
|
55
|
|
|
$
|
59
|
|
|
$
|
53
|
|
Sales and marketing
|
97
|
|
|
111
|
|
|
94
|
|
|||
Product development
|
198
|
|
|
197
|
|
|
178
|
|
|||
General and administrative
|
155
|
|
|
171
|
|
|
158
|
|
|||
Total stock-based compensation expense
|
$
|
505
|
|
|
$
|
538
|
|
|
$
|
483
|
|
Capitalized in product development
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
358
|
|
|
$
|
299
|
|
|
$
|
417
|
|
International
|
1,849
|
|
|
2,419
|
|
|
1,858
|
|
|||
|
$
|
2,207
|
|
|
$
|
2,718
|
|
|
$
|
2,275
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Provision at statutory rate
|
$
|
463
|
|
|
$
|
571
|
|
|
$
|
797
|
|
Foreign income taxed at different rates
|
31
|
|
|
(16
|
)
|
|
(217
|
)
|
|||
Other taxes on foreign operations
|
(155
|
)
|
|
26
|
|
|
330
|
|
|||
Stock-based compensation
|
3
|
|
|
(3
|
)
|
|
(33
|
)
|
|||
State taxes, net of federal benefit
|
(20
|
)
|
|
13
|
|
|
(13
|
)
|
|||
Research and other tax credits
|
(33
|
)
|
|
(30
|
)
|
|
(35
|
)
|
|||
Tax basis step-up resulting from realignment
|
199
|
|
|
(9
|
)
|
|
(695
|
)
|
|||
Impact of tax rate change
|
(19
|
)
|
|
108
|
|
|
—
|
|
|||
U.S. tax reform
|
—
|
|
|
(463
|
)
|
|
3,142
|
|
|||
Effective settlement of audits
|
(71
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
17
|
|
|
(7
|
)
|
|
12
|
|
|||
|
$
|
415
|
|
|
$
|
190
|
|
|
$
|
3,288
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss, capital loss and credits
|
$
|
158
|
|
|
$
|
136
|
|
Accruals and allowances
|
214
|
|
|
168
|
|
||
Stock-based compensation
|
15
|
|
|
22
|
|
||
Amortizable tax basis in intangibles
|
4,287
|
|
|
4,757
|
|
||
Net deferred tax assets
|
4,674
|
|
|
5,083
|
|
||
Valuation allowance
|
(102
|
)
|
|
(65
|
)
|
||
|
$
|
4,572
|
|
|
$
|
5,018
|
|
Deferred tax liabilities:
|
|
|
|
||||
Unremitted foreign earnings
|
$
|
(2,610
|
)
|
|
$
|
(2,930
|
)
|
Acquisition-related intangibles
|
(37
|
)
|
|
(46
|
)
|
||
Depreciation and amortization
|
(131
|
)
|
|
(132
|
)
|
||
Net unrealized gain
|
(2
|
)
|
|
(27
|
)
|
||
Available-for-sale securities
|
(61
|
)
|
|
(15
|
)
|
||
|
(2,841
|
)
|
|
(3,150
|
)
|
||
|
$
|
1,731
|
|
|
$
|
1,868
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Gross amounts of unrecognized tax benefits as of the beginning of the period
|
$
|
551
|
|
|
$
|
487
|
|
|
$
|
458
|
|
Increases related to prior period tax positions
|
44
|
|
|
64
|
|
|
37
|
|
|||
Decreases related to prior period tax positions
|
(114
|
)
|
|
(10
|
)
|
|
(28
|
)
|
|||
Increases related to current period tax positions
|
28
|
|
|
28
|
|
|
58
|
|
|||
Settlements
|
(122
|
)
|
|
(18
|
)
|
|
(38
|
)
|
|||
Gross amounts of unrecognized tax benefits as of the end of the period
|
$
|
387
|
|
|
$
|
551
|
|
|
$
|
487
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Interest income
|
$
|
120
|
|
|
$
|
176
|
|
|
$
|
177
|
|
Interest expense
|
(311
|
)
|
|
(326
|
)
|
|
(292
|
)
|
|||
Gains on investments and sale of business (1)
|
80
|
|
|
663
|
|
|
115
|
|
|||
Other
|
(3
|
)
|
|
(17
|
)
|
|
11
|
|
|||
Total interest and other, net
|
$
|
(114
|
)
|
|
$
|
496
|
|
|
$
|
11
|
|
(1)
|
Gains on investments and sale of business includes: (i) 2019 included a $52 million loss recorded on the divestiture of brands4friends and a $133 million gain recognized due to the change in fair value of the Adyen warrant; (ii) 2018 included a $313 million gain on the sale of our equity investment in Flipkart, a $266 million gain recognized upon the relinquishment of our equity investment in Giosis and a $104 million gain recognized due to the change in fair value of the Adyen warrant; and (iii) 2017 included a $167 million gain on disposal of our eBay India business.
|
|
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
|
4
|
|
|
61
|
|
|
(99
|
)
|
|
(16
|
)
|
|
(50
|
)
|
|||||
Less: Amount of gain (loss) reclassified from AOCI
|
81
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
64
|
|
|||||
Net current period other comprehensive income (loss)
|
(77
|
)
|
|
61
|
|
|
(99
|
)
|
|
1
|
|
|
(114
|
)
|
|||||
Balance as of December 31, 2019
|
$
|
(9
|
)
|
|
$
|
5
|
|
|
$
|
363
|
|
|
$
|
25
|
|
|
$
|
384
|
|
|
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
|
117
|
|
|
(42
|
)
|
|
(286
|
)
|
|
(15
|
)
|
|
(226
|
)
|
|||||
Less: Amount of gain (loss) reclassified from AOCI
|
(8
|
)
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
(7
|
)
|
|||||
Net current period other comprehensive income (loss)
|
125
|
|
|
(41
|
)
|
|
(286
|
)
|
|
(17
|
)
|
|
(219
|
)
|
|||||
Balance as of December 31, 2018
|
$
|
68
|
|
|
$
|
(56
|
)
|
|
$
|
462
|
|
|
$
|
24
|
|
|
$
|
498
|
|
Details about AOCI Components
|
|
Affected Line Item in the Statement of Income
|
|
Amount of Gain (Loss)
Reclassified from AOCI
|
||||||
|
|
|
|
2019
|
|
2018
|
||||
Gains (losses) on cash flow hedges - foreign exchange contracts
|
|
Net Revenues
|
|
$
|
81
|
|
|
$
|
(8
|
)
|
|
|
Total, from continuing operations before income taxes
|
|
81
|
|
|
(8
|
)
|
||
|
|
Income tax provision
|
|
(17
|
)
|
|
2
|
|
||
|
|
Total, from continuing operations net of income taxes
|
|
64
|
|
|
(6
|
)
|
||
|
|
Total, from discontinued operations net of income taxes
|
|
—
|
|
|
—
|
|
||
|
|
Total, net of income taxes
|
|
64
|
|
|
(6
|
)
|
||
|
|
|
|
|
|
|
||||
Unrealized gains (losses) on investments
|
|
Interest and other, net
|
|
—
|
|
|
(1
|
)
|
||
|
|
Total, before income taxes
|
|
—
|
|
|
(1
|
)
|
||
|
|
Income tax provision
|
|
—
|
|
|
—
|
|
||
|
|
Total, net of income taxes
|
|
—
|
|
|
(1
|
)
|
||
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
Total, net of income taxes
|
|
$
|
64
|
|
|
$
|
(7
|
)
|
|
Employee Severance and Benefits
|
||
Accrued liability as of January 1, 2019
|
$
|
8
|
|
Charges
|
77
|
|
|
Payments
|
(49
|
)
|
|
Accrued liability as of December 31, 2019
|
$
|
36
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
2,643
|
|
|
$
|
2,687
|
|
|
$
|
2,649
|
|
|
$
|
2,821
|
|
Gross profit
|
$
|
2,042
|
|
|
$
|
2,057
|
|
|
$
|
2,022
|
|
|
$
|
2,171
|
|
Income from continuing operations
|
$
|
521
|
|
|
$
|
403
|
|
|
$
|
310
|
|
|
$
|
558
|
|
Income (loss) from discontinued operations, net of income taxes
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Net income (loss)
|
$
|
518
|
|
|
$
|
402
|
|
|
$
|
310
|
|
|
$
|
556
|
|
Income (loss) per share - basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.58
|
|
|
$
|
0.47
|
|
|
$
|
0.37
|
|
|
$
|
0.69
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) per share - basic
|
$
|
0.58
|
|
|
$
|
0.47
|
|
|
$
|
0.37
|
|
|
$
|
0.69
|
|
Income (loss) per share - diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.57
|
|
|
$
|
0.46
|
|
|
$
|
0.37
|
|
|
$
|
0.69
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) per share - diluted
|
$
|
0.57
|
|
|
$
|
0.46
|
|
|
$
|
0.37
|
|
|
$
|
0.69
|
|
Weighted-average shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
900
|
|
|
860
|
|
|
830
|
|
|
807
|
|
||||
Diluted
|
908
|
|
|
867
|
|
|
837
|
|
|
812
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
2,580
|
|
|
$
|
2,640
|
|
|
$
|
2,649
|
|
|
$
|
2,877
|
|
Gross profit
|
$
|
2,021
|
|
|
$
|
2,043
|
|
|
$
|
2,041
|
|
|
$
|
2,259
|
|
Income from continuing operations
|
$
|
407
|
|
|
$
|
638
|
|
|
$
|
720
|
|
|
$
|
763
|
|
Income (loss) from discontinued operations, net of income taxes
|
—
|
|
|
4
|
|
|
1
|
|
|
(3
|
)
|
||||
Net income (loss)
|
$
|
407
|
|
|
$
|
642
|
|
|
$
|
721
|
|
|
$
|
760
|
|
Income per share - basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.40
|
|
|
$
|
0.64
|
|
|
$
|
0.74
|
|
|
$
|
0.81
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) per share - basic
|
$
|
0.40
|
|
|
$
|
0.64
|
|
|
$
|
0.74
|
|
|
$
|
0.81
|
|
Income (loss) per share - diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.40
|
|
|
$
|
0.64
|
|
|
$
|
0.73
|
|
|
$
|
0.80
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) per share - diluted
|
$
|
0.40
|
|
|
$
|
0.64
|
|
|
$
|
0.73
|
|
|
$
|
0.80
|
|
Weighted-average shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
1,010
|
|
|
992
|
|
|
974
|
|
|
945
|
|
||||
Diluted
|
1,029
|
|
|
1,004
|
|
|
983
|
|
|
950
|
|
|
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, 2017
|
$
|
81
|
|
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
(70
|
)
|
|
$
|
102
|
|
Year Ended December 31, 2018
|
102
|
|
|
92
|
|
|
—
|
|
|
(88
|
)
|
|
106
|
|
|||||
Year Ended December 31, 2019
|
$
|
106
|
|
|
$
|
122
|
|
|
$
|
—
|
|
|
$
|
(100
|
)
|
|
$
|
128
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Transaction Losses
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017
|
$
|
23
|
|
|
$
|
181
|
|
|
$
|
—
|
|
|
$
|
(179
|
)
|
|
$
|
25
|
|
Year Ended December 31, 2018
|
25
|
|
|
194
|
|
|
—
|
|
|
(191
|
)
|
|
28
|
|
|||||
Year Ended December 31, 2019
|
$
|
28
|
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
(179
|
)
|
|
$
|
27
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax Valuation Allowance
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017
|
$
|
37
|
|
|
$
|
(20
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
19
|
|
Year Ended December 31, 2018
|
19
|
|
|
33
|
|
|
13
|
|
|
—
|
|
|
65
|
|
|||||
Year Ended December 31, 2019
|
$
|
65
|
|
|
$
|
45
|
|
|
$
|
(1
|
)
|
|
$
|
(7
|
)
|
|
$
|
102
|
|
No.
|
|
Exhibit Description
|
|
Filed or Furnished with
this 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|||
|
|
|
|
|
|
|||||
2.01
|
|
|
|
|
8-K
|
|
000-24821
|
|
6/30/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
2.02*
|
|
|
|
|
8-K
|
|
001-37713
|
|
11/25/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
3.01
|
|
|
|
|
10-Q
|
|
001-37713
|
|
7/18/2019
|
|
|
|
|
|
|
|
|
||||
3.02
|
|
|
|
|
10-Q
|
|
001-37713
|
|
7/18/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
4.01
|
|
|
|
|
S-1
|
|
333-59097
|
|
8/19/1998
|
|
|
|
|
|
|
|
|
|
|
|
|
4.02
|
|
|
|
|
8-K
|
|
000-24821
|
|
10/28/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
4.03
|
|
|
|
|
8-K
|
|
000-24821
|
|
10/28/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
4.04
|
|
|
|
|
8-K
|
|
000-24821
|
|
10/28/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
4.05
|
|
|
|
|
8-K
|
|
000-24821
|
|
7/24/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
4.06
|
|
|
|
|
8-K
|
|
000-24821
|
|
7/24/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
4.07
|
|
|
|
|
8-K
|
|
000-24821
|
|
7/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
4.08
|
|
|
|
|
8-K
|
|
000-24821
|
|
7/28/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
4.09
|
|
|
|
|
8-K
|
|
000-24821
|
|
2/29/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
4.10
|
|
|
|
|
8-K
|
|
000-24821
|
|
2/29/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
4.11
|
|
|
|
|
8-K
|
|
001-37713
|
|
3/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
4.12
|
|
|
|
|
8-K
|
|
001-37713
|
|
3/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
4.13
|
|
|
|
|
8-K
|
|
001-37713
|
|
6/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
4.14
|
|
|
|
|
8-K
|
|
001-37713
|
|
6/6/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
4.15
|
|
|
X
|
|
10-K
|
|
001-37713
|
|
1/31/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
10.01+
|
|
|
|
|
S-1
|
|
333-59097
|
|
7/15/1998
|
|
|
|
|
|
|
|
|
||||
10.02+
|
|
|
|
|
10-K
|
|
000-24821
|
|
2/28/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
10.03+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
||||
10.04+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
10.05+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|||||
10.06+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
No.
|
|
Exhibit Description
|
|
Filed or Furnished with
this 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|||
10.07+
|
|
|
|
|
10-Q/A
|
|
000-24821
|
|
4/24/2008
|
|
|
|
|
|
|
|
|
||||
10.08+
|
|
|
|
|
8-K
|
|
001-37713
|
|
4/27/2016
|
|
|
|
|
|
|
|
|
||||
10.09+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14+
|
|
|
|
|
8-K
|
|
000-24821
|
|
5/5/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15+
|
|
|
|
|
10-K
|
|
001-37713
|
|
1/30/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16+
|
|
|
|
|
DEF 14A
|
|
000-24821
|
|
3/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
|
|
|
8-K
|
|
000-24821
|
|
11/12/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
4/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
4/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
4/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
4/19/2013
|
|
|
|
|
|
|
|
|
||||
10.22+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
7/18/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
7/18/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24+
|
|
|
|
|
10-Q
|
|
001-37713
|
|
4/27/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.25+
|
|
|
|
|
10-Q
|
|
001-37713
|
|
7/21/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26+
|
|
|
|
|
10-Q
|
|
001-37713
|
|
7/21/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.27+
|
|
|
|
|
10-K
|
|
001-37713
|
|
1/30/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
10.28+
|
|
|
|
|
10-K
|
|
001-37713
|
|
1/30/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
No.
|
|
Exhibit Description
|
|
Filed or Furnished with
this 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|||
10.29+
|
|
|
|
|
10-K
|
|
001-37713
|
|
1/30/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
10.30+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
10/16/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10.31+
|
|
|
|
|
10-Q
|
|
001-37713
|
|
4/27/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.32
|
|
|
|
|
10-Q
|
|
001-37713
|
|
7/21/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.33+
|
|
|
|
|
8-K
|
|
000-24821
|
|
7/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.34
|
|
|
|
|
8-K
|
|
000-24821
|
|
7/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.35+
|
|
|
|
|
8-K
|
|
000-24821
|
|
7/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.36+
|
|
|
|
|
8-K
|
|
000-24821
|
|
7/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.37+
|
|
|
|
|
8-K
|
|
000-24821
|
|
7/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.38+
|
|
|
|
|
10-Q
|
|
000-24821
|
|
7/21/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10.39+
|
|
|
|
|
10-Q
|
|
001-37713
|
|
4/27/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
10.40
|
|
|
|
|
8-K
|
|
001-37713
|
|
2/28/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
10.41
|
|
|
|
|
8-K
|
|
001-37713
|
|
2/28/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
10.42+
|
|
|
|
|
10-Q
|
|
001-37713
|
|
7/18/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
10.43+
|
|
|
|
|
10-Q
|
|
001-37713
|
|
7/18/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
10.44+
|
|
|
|
|
10-Q
|
|
001-37713
|
|
10/24/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
10.45+
|
|
|
|
|
8-K
|
|
001-37713
|
|
9/25/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
10.46+
|
|
|
|
|
8-K
|
|
001-37713
|
|
10/16/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
10.47+
|
|
|
|
|
8-K
|
|
001-37713
|
|
10/16/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
10.48+
|
|
|
|
|
10-Q
|
|
001-37713
|
|
10/24/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
21.01
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
23.01
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No.
|
|
Exhibit Description
|
|
Filed or Furnished with
this 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|||
24.01
|
|
Power of Attorney (see signature page).
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
31.01
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
31.02
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
32.01
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
32.02
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
101.INS
|
|
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.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
X
|
|
|
|
|
|
|
*
|
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
|
eBay Inc.
|
|
|
|
|
|
By:
|
/s/ Scott F. Schenkel
|
|
|
Scott F. Schenkel
|
|
|
Interim Chief Executive Officer
|
Principal Executive Officer and Director:
|
|
Principal Financial Officer:
|
||
|
|
|
|
|
By:
|
/s/ Scott F. Schenkel
|
|
By:
|
/s/ Andy Cring
|
|
Scott F. Schenkel
|
|
|
Andy Cring
|
|
Interim Chief Executive Officer
|
|
|
Interim 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/ Thomas J. Tierney
|
|
Pierre M. Omidyar
|
|
|
Thomas J. Tierney
|
|
Founder and Director
|
|
|
Chairman of the Board and Director
|
|
|
|
|
|
By:
|
/s/ Fred D. Anderson
|
|
By:
|
/s/ Anthony J. Bates
|
|
Fred D. Anderson
|
|
|
Anthony J. Bates
|
|
Director
|
|
|
Director
|
|
|
|
|
|
By:
|
/s/ Adriane Brown
|
|
By:
|
/s/ Jesse A. Cohn
|
|
Adriane Brown
|
|
|
Jesse A. Cohn
|
|
Director
|
|
|
Director
|
|
|
|
|
|
By:
|
/s/ Diana Farrell
|
|
By:
|
/s/ Logan D. Green
|
|
Diana Farrell
|
|
|
Logan D. Green
|
|
Director
|
|
|
Director
|
|
|
|
|
|
By:
|
/s/ Bonnie S. Hammer
|
|
By:
|
/s/ Kathleen C. Mitic
|
|
Bonnie S. Hammer
|
|
|
Kathleen C. Mitic
|
|
Director
|
|
|
Director
|
|
|
|
|
|
By:
|
/s/ Matthew J. Murphy
|
|
By:
|
/s/ Paul S. Pressler
|
|
Matthew J. Murphy
|
|
|
Paul S. Pressler
|
|
Director
|
|
|
Director
|
|
|
|
|
|
By:
|
/s/ Robert H. Swan
|
|
By:
|
/s/ Perry M. Traquina
|
|
Robert H. Swan
|
|
|
Perry M. Traquina
|
|
Director
|
|
|
Director
|
|
|
|
|
|
•
|
prior to the time the stockholder became an interested stockholder, the corporation’s board of directors approved either the applicable business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the voting stock owned by the interested stockholder) shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which the employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
at or subsequent to the time that the stockholder became an interested stockholder, the business combination is approved by the corporation’s board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66-2/3% of the outstanding voting stock which is not owned by the interested stockholder.
|
•
|
authorize our board of directors, without vote or other action by our stockholders, to cause the issuance of preferred stock in one or more series from time to time and, with respect to each series, to establish the number of shares constituting that series and to fix the rights and other terms of that series, which may include, without limitation, voting rights, dividend rights and preferences, liquidation rights and preferences and rights to convert the preferred stock of such series into other securities or property;
|
•
|
provide that, subject to the rights of any series of our preferred stock that may be outstanding, vacancies on our board of directors or newly created directorships resulting from an increase in the number of our directors may be filled only by a majority of directors then in office, even though less than a quorum, or by the sole remaining director;
|
•
|
provide that the number of directors constituting our board of directors shall be fixed from time to time by resolution adopted by our board of directors;
|
•
|
require that actions to be taken by our stockholders must be taken at an annual or special meeting of our stockholders and not by written consent;
|
•
|
establish advance notice procedures and other requirements for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a stockholders meeting;
|
•
|
provide that, subject to the rights of any series of preferred stock that may be outstanding and except as may be required by law, special meetings of stockholders may be called only by (1) our board of directors; (2) our Chairman of the Board; (3) our Chief Executive Officer; or (4) our Secretary upon the written request of one or more of our stockholders that have continuously held, for their own account or on behalf of others, at least a 20% aggregate “net long position” (as defined and determined as provided in our bylaws) of our outstanding common stock for at least 30 days as of the date such request is delivered to us and that have complied with the other requirements set forth in our bylaws; and
|
•
|
do not give the holders of our common stock cumulative voting rights with respect to the election of directors, which means that the holders of a majority of our outstanding shares of common stock can elect all directors standing for election by our common stockholders.
|
•
|
accept for payment all notes or portions of notes properly tendered pursuant to the applicable Change of Control Offer;
|
•
|
deposit with a paying agent for the notes an amount equal to the aggregate Change of Control Payment in respect of all notes or portions of notes properly tendered pursuant to the applicable Change of Control Offer; and
|
•
|
deliver or cause to be delivered (including by book-entry transfer, if applicable) the repurchased notes or portions of notes to the trustee, accompanied by an officers’ certificate stating the aggregate principal amount of notes accepted by us for repurchase.
|
•
|
we are the surviving person or the successor person (if other than us) is organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes our obligations under the debt securities of each series and the indenture;
|
•
|
immediately after giving effect to the transaction, no event of default (as defined below), and no event which, after notice or lapse of time or both, would be an event of default, shall have occurred and be continuing under the indenture; and
|
•
|
certain other conditions are met.
|
(1)
|
the aggregate amount of then outstanding Debt of us and our Significant Subsidiaries incurred after the date the debt securities of such series were first issued and secured by Liens not permitted under the first paragraph under “—Limitation on Liens” above, and
|
(2)
|
the aggregate amount of Attributable Debt of us and our Significant Subsidiaries then outstanding in respect of Sale and Lease-Back Transactions entered into by us and our Significant Subsidiaries after the date the debt securities of such series were first issued pursuant to the second paragraph under “—Limitation on Sale and Lease-Back Transactions” above.
|
(1)
|
the fair market value (as determined in good faith by our board of directors, which term, as defined in the indenture, includes committees thereof) of the Principal Property subject to such Sale and Lease-Back Transaction; and
|
(2)
|
the present value of the total net amount of rent required to be paid under the applicable lease during the remaining contractual term thereof (including any period for which such lease has been extended but subject to the last sentence of this subparagraph), discounted at the rate of interest per annum set forth or implicit in the terms of such lease (or, if not practicable to determine such rate, the weighted average interest rate per annum borne (at the time of determination) by the debt securities then outstanding under the indenture) compounded semi-annually (assuming a 360-day year consisting of twelve 30 day months). For purposes of clarity, it is understood and agreed that (a) the total net amount of rent required to be paid under, and the term of, the applicable lease shall be determined upon the basis of the contractual terms of such lease and shall not be affected by the fact that all or any portion of such rent may, under GAAP, be characterized as interest or some other amount or that the amount of such rent or the term of such lease, as determined under GAAP, may be different from the amount of rent or the term specified by the contractual terms of such lease and (b) the total net amount of rent shall exclude any amounts required to be paid by the lessee, whether or not designated as rent or additional rent, on account of maintenance, repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee contingent upon the amount of sales or similar contingent amounts. In the case of any lease that is terminable by the lessee upon the payment of a penalty, such total net amount of rent shall be the lesser of (1) the net amount determined assuming
|
•
|
default in the payment of any interest on any debt security of that series when it becomes due and payable, and continuance of that default for a period of 30 days (unless the entire amount of such payment is deposited by us with the trustee or with a paying agent prior to the expiration of such 30-day period); or
|
•
|
default in the payment of principal of or premium (if any) on any debt security of that series when due and payable; or
|
•
|
default in the performance or breach of any covenant or warranty of ours in the indenture (other than a covenant or warranty for which the consequences of nonperformance or breach are addressed by another event of default applicable to debt securities of that series and other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default or breach continues uncured for a period of 90 days after there has been given, by registered or certified mail, to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of the outstanding debt securities of that series, a written notice containing the statements required by the indenture; or
|
•
|
certain events of bankruptcy, insolvency or reorganization of eBay; or
|
•
|
any other event of default with respect to the debt securities of that series that is specified in a resolution of our board of directors (or a committee thereof), supplemental indenture
|
•
|
that holder has previously given written notice to the trustee of a continuing event of default with respect to debt securities of that series;
|
•
|
the holders of at least a majority in principal amount of the outstanding debt securities of that series have made written request to the trustee to institute proceedings in respect of such event of default in its own name as trustee under the indenture;
|
•
|
such holder or holders have offered to the trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;
|
•
|
the trustee for 90 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
|
•
|
no direction inconsistent with such written request has been given to the trustee during such 90-day period by holders of a majority in principal amount of the outstanding debt securities of that series. (Section 6.7 of the base indenture)
|
•
|
cure any ambiguity, defect or inconsistency;
|
•
|
make any change that does not adversely affect the rights of any holder of debt securities in any material respect;
|
•
|
comply with the provisions described above under “—Covenants—Consolidation, Merger and Sale of Assets;”
|
•
|
provide for the issuance of uncertificated debt securities in addition to or in place of certificated debt securities or reflect any changes in the rules or procedures of any depositary for global securities (as defined below);
|
•
|
add to the covenants or the events of default for the benefit of holders of all or any series of debt securities or surrender any right or power conferred on us by the indenture with respect to the debt securities of one or more series or to secure the debt securities of one or more series or to provide guarantees for the benefit of one or more series of debt securities;
|
•
|
amend or supplement any of the provisions of the indenture in respect of one or more series of debt securities, provided, however, that any such amendment or supplement either
|
•
|
establish the form and terms of any series of debt securities as permitted by the indenture;
|
•
|
evidence and provide for the acceptance of appointment under the indenture by a successor trustee with respect to the debt securities of one or more series and add to or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee;
|
•
|
supplement any provisions of the indenture as is necessary to permit or facilitate the legal defeasance, covenant defeasance or satisfaction and discharge of any debt securities as described below under “—Defeasance of Debt Securities and Certain Covenants” or “—Satisfaction and Discharge;” and
|
•
|
comply with the requirements of the Securities and Exchange Commission or any applicable law or regulation in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended, or conform the indenture with any other mandatory provision of law or regulation, or conform the indenture or the debt securities of any series to the description thereof contained in any applicable prospectus, prospectus supplement, free writing prospectus, offering memorandum, term sheet or other offering document. (Section 9.1 of the base indenture)
|
•
|
reduce the rate of or extend the time for payment of interest (including default interest, if any) on any debt security of that series;
|
•
|
reduce the principal of or premium on or change the stated maturity of any debt security of that series or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any debt securities of that series;
|
•
|
reduce the principal amount of any discount securities of that series payable upon acceleration of its maturity;
|
•
|
waive a default or event of default in the payment of the principal of or premium or interest, if any, on any debt security of that series (except a rescission of acceleration of the debt securities of such series by the holders of at least a majority in aggregate principal amount of the outstanding debt securities of such series and a waiver of the payment default that resulted from such acceleration);
|
•
|
make the principal of or premium or interest, if any, on any debt security of such series payable in a currency other than that stated in such debt security;
|
•
|
make any change, insofar as relates to the debt securities of that series, to the provisions of the indenture relating to, among other things, the right of holders of debt securities of that series to receive payment of the principal of, and premium and interest, if any, on, the debt securities of that series when due and to institute suit for the enforcement of any such payment or relating to waivers of past defaults and events of default with respect to the debt securities of that series;
|
•
|
reduce the amount payable upon the redemption of any debt security of that series at our option or the repayment of any debt security of that series at the option of the holder; or
|
•
|
reduce the percentage in principal amount of debt securities of that series, the consent of the holders of which is required for any of the foregoing modifications or otherwise necessary to supplement or amend the indenture with respect to the debt securities of that series, or to waive any past default or event of default with respect to the debt securities of that series. (Section 9.3 of the base indenture)
|
•
|
the rights of holders of debt securities of such series to receive, solely from the funds described in clause (a) under “—Conditions to Legal Defeasance and Covenant Defeasance” below, payment of the principal of and premium and interest, if any, on the outstanding debt securities of such series when due; and
|
•
|
a limited number of other provisions of the indenture, including provisions relating to transfers and exchanges of, and the maintenance of a registrar and paying agent for, the debt securities of such series and the replacement of stolen, lost or mutilated debt securities of such series.
|
(a)
|
deposit with the trustee money and/or U.S. government obligations or, in the case of debt securities of any series denominated in a currency other than U.S. dollars, money and/or foreign government obligations, that, through the payment of interest and principal in accordance with their terms, will provide an amount in cash sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge each installment of principal of, premium and interest, if any, on and any mandatory sinking fund payments in respect of the debt securities of that series on the dates those payments are due or, if applicable, any redemption date;
|
(b)
|
in the case of legal defeasance, deliver to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the United States Internal Revenue Service a ruling or, since the date of the indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, legal defeasance and discharge and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit, legal defeasance and discharge had not occurred; and
|
(c)
|
in the case of covenant defeasance, deliver to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and covenant
|
•
|
securities which are (a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (b) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, and which in the case of (a) and (b) are not callable or redeemable at the option of the issuer thereof; and
|
•
|
depository receipts issued by a bank or trust company as custodian with respect to any such U.S. government obligations or a specific payment of interest on, or principal of or other amount payable with respect to, such U.S. government obligations held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. government obligation or the specific payment of interest on or principal of or other amount payable with respect to the U.S. government obligation evidenced by such depository receipt.
|
•
|
all outstanding debt securities of such series have (subject to certain exceptions) been delivered to the trustee for cancellation; or
|
•
|
all outstanding debt securities of such series not previously delivered to the trustee for cancellation have become due and payable, will become due and payable at their stated maturity within one year, have been called for redemption or are to be called for redemption within one year, or have been legally defeased as described above under “—Defeasance of Debt Securities and Certain Covenants,” and (except in the case of debt securities that have been legally defeased) we have deposited with the trustee an amount sufficient to pay the principal of, and premium and interest, if any, on, such debt securities to the date of such deposit (in the case of debt securities which have become due and payable on or prior to the date of such deposit) or to the stated maturity or redemption date, as the case may be;
|
|
|
Jurisdiction of
|
|
Percent Ownership
|
Name
|
|
Incorporation
|
|
If Less Than 100%
|
mobile.de GmbH
|
|
Germany
|
|
|
eBay GmbH
|
|
Germany
|
|
|
eBay International Treasury Center Sarl
|
|
Luxembourg
|
|
|
eBay Korea Co., Ltd.
|
|
Korea
|
|
|
eBay International Holding GmbH
|
|
Switzerland
|
|
|
eBay International AG
|
|
Switzerland
|
|
|
eBay Korea Holding GmbH
|
|
Switzerland
|
|
|
eBay Marketplaces GmbH
|
|
Switzerland
|
|
|
Marktplaats B.V.
|
|
The Netherlands
|
|
|
eBay Classifieds Holding B.V.
|
|
The Netherlands
|
|
|
eBay KTA (UK) Limited
|
|
United Kingdom
|
|
|
eBay (UK) Limited
|
|
United Kingdom
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
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;
|
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
|
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
|
5.
|
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.
|
|
/s/ Scott F. Schenkel
|
|
Scott F. Schenkel
|
|
Interim Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
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)
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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/ Andy Cring
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Andy Cring
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Interim Chief Financial Officer
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(Principal Financial Officer)
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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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/s/ Andy Cring
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Andy Cring
|
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Interim Chief Financial Officer
|
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(Principal Financial Officer)
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