|
[x]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
77-0430924
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
2025 Hamilton Avenue
San Jose, California
|
95125
|
(Address of principal
executive offices)
|
(Zip Code)
|
Title of each class
|
Name of exchange on which registered
|
Common stock
|
The Nasdaq Global Select Market
|
6.00% Notes due 2056
|
The NASDAQ Stock Market LLC
|
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
|
|
None
|
Large accelerated filer
|
[x]
|
Accelerated filer
|
[ ]
|
|
Non-accelerated filer
|
[ ]
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
[ ]
|
Emerging growth company
|
[ ]
|
Page
|
||
Part I
|
||
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Part II
|
||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
Item 6.
|
Selected Financial Data
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
Part III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
Part IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedule
|
•
|
Sellers can choose to list their products and services through fixed price listings or an auction-style format on our platforms. The fixed price format on eBay allows buyers and sellers to close transactions at a pre-determined price set by the seller. Sellers also are able to signal that they would be willing to close the transaction at a lower price through the Best Offer feature. Additionally, our auction-style format allows a seller to select a minimum price for opening bids.
|
•
|
Sellers can list items that are new, refurbished and used, and common and rare on our Marketplace platforms.
|
•
|
Sellers can use Promoted Listings to improve the visibility of their item listings so that items have a better chance of standing out and selling faster.
|
•
|
Sellers can list luxury items, such as high-end handbags, through eBay Authenticate, giving buyers greater confidence in the luxury item they are purchasing.
|
•
|
Buyers can search for and purchase items that are new, refurbished and used, and common and rare on our Marketplace platforms, in categories such a Parts and Accessories, Fashion and Electronics.
|
•
|
Buyers can filter searches for items by one-, two- and three-day delivery through eBay Guaranteed Delivery.
|
•
|
Buyers can have greater confidence in purchasing high-end handbags through eBay Authenticate.
|
•
|
Buyers also can have items shipped to them through multiple shipping options offered by sellers. For certain items purchased from certain retailers, buyers can pick up items they purchased online or through mobile devices in one of the retailer’s physical stores (which we refer to as in-store pickup).
|
•
|
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;
|
•
|
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, including the resulting impact on our business and that of our clients;
|
•
|
expenses associated with localizing our products and services and customer data, including offering customers the ability to transact business in the local currency and adapting our products and services to local preferences (e.g., payment methods) with which we may have limited or no experience;
|
•
|
trade barriers and changes in trade regulations;
|
•
|
difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences;
|
•
|
stringent local labor laws and regulations;
|
•
|
credit risk and higher levels of payment fraud;
|
•
|
profit repatriation restrictions, foreign currency exchange restrictions or extreme fluctuations in foreign currency exchange rates for a particular currency;
|
•
|
political or social unrest, economic instability, repression, or human rights issues;
|
•
|
geopolitical events, including natural disasters, public health issues, acts of war, and terrorism;
|
•
|
import or export regulations;
|
•
|
compliance with U.S. laws such as the Foreign Corrupt Practices Act, and foreign laws prohibiting corrupt payments to government officials, as well as U.S. and foreign laws designed to combat money laundering and the financing of terrorist activities;
|
•
|
antitrust and competition regulations;
|
•
|
potentially adverse tax developments and consequences;
|
•
|
economic uncertainties relating to sovereign and other debt;
|
•
|
different, uncertain, or more stringent user protection, data protection, privacy, and other laws;
|
•
|
risks related to other government regulation or required compliance with local laws;
|
•
|
national or regional differences in macroeconomic growth rates;
|
•
|
local licensing and reporting obligations; and
|
•
|
increased difficulties in collecting accounts receivable.
|
•
|
our products and services continue to expand in scope and complexity;
|
•
|
we continue to expand into new businesses, including through acquisitions; and
|
•
|
the universe of patent owners who may claim that we, any of the companies that we have acquired, or our customers infringe their patents, and the aggregate number of patents controlled by such patent owners, continues to increase.
|
•
|
Some jurisdictions, in particular jurisdictions outside the United States, prohibit the resale of event tickets (anti-scalping laws) at prices above the face value of the tickets or at all, or highly regulate the resale of tickets, and new laws and regulations or changes to existing laws and regulations imposing these or other restrictions could limit or inhibit our ability to operate, or our users’ ability to continue to use, our tickets business.
|
•
|
Regulatory agencies or courts may claim or hold that we are responsible for ensuring that our users comply with these laws and regulations.
|
•
|
In many jurisdictions, our tickets business depends on commercial partnerships with event organizers or licensed ticket vendors, which we must develop and maintain on acceptable terms for our tickets business to be successful.
|
•
|
Our tickets business is subject to seasonal fluctuations and the general economic and business conditions that impact the sporting events and live entertainment industries.
|
•
|
A portion of the tickets inventory sold by sellers on the StubHub platform is processed by StubHub in digital form. Systems failures, security breaches, theft or other disruptions that result in the loss of such sellers’ tickets inventory, could result in significant costs and a loss of consumer confidence in our tickets business.
|
•
|
Lawsuits alleging a variety of causes of actions have in the past, and may in the future, be filed against StubHub and eBay by venue owners, competitors, ticket buyers, and unsuccessful ticket buyers. Such lawsuits could result in significant costs and require us to change our business practices in ways that negatively affect our tickets business.
|
•
|
Our tickets business also faces significant competition from a number of sources, including ticketing service companies, event organizers, ticket brokers, and online and offline ticket resellers. Some ticketing service companies, event organizers, and professional sports teams have begun to issue event tickets through various forms of electronic ticketing systems that are designed to restrict or prohibit the transferability (and by extension, the resale) of such event tickets either to favor their own resale affiliates or to discourage resale or restrict resale of season tickets to a preferred, designated website. Ticketing service companies have also begun to use market-based pricing strategies or dynamic pricing to charge much higher prices, and impose additional restrictions on transferability, for premium tickets.
|
•
|
Some sports teams have threatened to revoke the privileges of season ticket owners if they resell their tickets through a platform that is not affiliated with, or approved by, such sports teams.
|
•
|
requiring us to use a significant portion of our cash flow from operations and other available cash to service our indebtedness, thereby reducing the amount of cash available for other purposes, including capital expenditures and acquisitions;
|
•
|
our indebtedness and leverage may increase our vulnerability to downturns in our business, to competitive pressures, and to adverse changes in general economic and industry conditions;
|
•
|
adverse changes in the ratings assigned to our debt securities by credit rating agencies will likely increase our borrowing costs;
|
•
|
our ability to obtain additional financing for working capital, capital expenditures, acquisitions, share repurchases 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
|
1.1
|
|
—
|
|
1.1
|
|
||
Leased facilities
|
0.8
|
|
4.0
|
|
4.8
|
|
||
Total facilities
|
1.9
|
|
4.0
|
|
5.9
|
|
|
High
|
Low
|
|||||
Year Ended December 31, 2017
|
|||||||
First Quarter
|
$
|
34.28
|
|
$
|
29.76
|
|
|
Second Quarter
|
36.14
|
|
|
32.05
|
|
||
Third Quarter
|
38.59
|
|
34.03
|
|
|||
Fourth Quarter
|
38.99
|
|
|
34.38
|
|
||
|
High
|
Low
|
|||||
Year Ended December 31, 2016
|
|||||||
First Quarter
|
$
|
26.65
|
|
$
|
22.01
|
|
|
Second Quarter
|
25.43
|
|
|
22.72
|
|
||
Third Quarter
|
32.90
|
|
23.76
|
|
|||
Fourth Quarter
|
32.56
|
|
|
27.39
|
|
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, 2017
|
14,592,071
|
|
$
|
37.61
|
|
14,592,071
|
|
|||||||
November 30, 2017
|
6,315,136
|
|
$
|
35.82
|
|
6,315,136
|
|
|||||||
December 31, 2017
|
4,006,000
|
|
$
|
36.60
|
|
4,006,000
|
|
$
|
1,650,776,477
|
|
||||
24,913,207
|
|
24,913,207
|
|
(1)
|
In July 2016, our Board authorized a $2.5 billion stock repurchase program and in July 2017, our Board authorized an additional $3.0 billion stock repurchase program. These stock repurchase programs have no expiration from the date of authorization.
|
(2)
|
Excludes broker commissions.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017 (4)
|
2016 (5)
|
2015
|
2014 (6)
|
2013
|
||||||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
Consolidated Statement of Income Data: (1)
|
|||||||||||||||||||
Net revenues
|
$
|
9,567
|
|
$
|
8,979
|
|
$
|
8,592
|
|
$
|
8,790
|
|
$
|
8,257
|
|
||||
Gross profit
|
7,345
|
|
6,972
|
|
6,821
|
|
7,127
|
|
6,765
|
|
|||||||||
Income from operations
|
2,265
|
|
2,325
|
|
2,197
|
|
2,476
|
|
2,454
|
|
|||||||||
Income from continuing operations before income taxes
|
2,276
|
|
3,651
|
|
2,406
|
|
2,515
|
|
2,571
|
|
|||||||||
Income (loss) from continuing operations
|
(1,012
|
)
|
7,285
|
|
1,947
|
|
(865
|
)
|
2,067
|
|
|||||||||
Income (loss) per share from continuing operations:
|
|||||||||||||||||||
Basic
|
$
|
(0.95
|
)
|
$
|
6.43
|
|
$
|
1.61
|
|
$
|
(0.69
|
)
|
$
|
1.60
|
|
||||
Diluted
|
$
|
(0.95
|
)
|
$
|
6.37
|
|
$
|
1.60
|
|
$
|
(0.69
|
)
|
$
|
1.57
|
|
||||
Weighted average shares:
|
|||||||||||||||||||
Basic
|
1,064
|
|
1,133
|
|
1,208
|
|
1,251
|
|
1,295
|
|
|||||||||
Diluted
|
1,064
|
|
1,144
|
|
1,220
|
|
1,251
|
|
1,313
|
|
|
As of December 31,
|
||||||||||||||||||
|
2017 (4)
|
2016 (5)
|
2015
|
2014 (6)
|
2013
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||
Consolidated Balance Sheet Data: (1)
|
|||||||||||||||||||
Cash and cash equivalents
|
$
|
2,120
|
|
$
|
1,816
|
|
$
|
1,832
|
|
$
|
4,105
|
|
$
|
2,848
|
|
||||
Short-term investments
|
3,743
|
|
5,333
|
|
4,299
|
|
3,730
|
|
4,204
|
|
|||||||||
Long-term investments
|
6,331
|
|
3,969
|
|
3,391
|
|
5,736
|
|
4,747
|
|
|||||||||
Working capital - continuing operations
|
4,204
|
|
5,028
|
|
5,641
|
|
4,463
|
|
6,649
|
|
|||||||||
Working capital - discontinued operations
|
—
|
|
—
|
|
—
|
|
4,537
|
|
3,995
|
|
|||||||||
Working capital total (2)
|
4,204
|
|
5,028
|
|
5,641
|
|
9,000
|
|
10,644
|
|
|||||||||
Total assets - continuing operations
|
25,981
|
|
23,847
|
|
17,785
|
|
21,716
|
|
20,236
|
|
|||||||||
Total assets - discontinued operations
|
—
|
|
—
|
|
—
|
|
23,416
|
|
21,252
|
|
|||||||||
Total assets
|
25,981
|
|
23,847
|
|
17,785
|
|
45,132
|
|
41,488
|
|
|||||||||
Short-term debt
|
781
|
|
1,451
|
|
—
|
|
850
|
|
2
|
|
|||||||||
Long-term debt
|
9,234
|
|
7,509
|
|
6,779
|
|
6,777
|
|
4,106
|
|
|||||||||
Total stockholders’ equity (3)
|
8,063
|
|
10,539
|
|
6,576
|
|
19,906
|
|
23,647
|
|
(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)
|
Includes the impact of the Distribution of PayPal on July 17, 2015.
|
(4)
|
The consolidated balance sheet data for the year ended 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.
|
(5)
|
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.
|
(6)
|
The consolidated statement of income data for the year ended December 31, 2014 includes an income tax provision of approximately $3.0 billion to recognize deferred tax liabilities on $9.0 billion of undistributed foreign earnings of certain of our foreign subsidiaries for 2013 and prior years.
|
|
Quarter Ended
|
||||||||||||||
|
March 31
|
June 30
|
September 30
|
December 31
|
|||||||||||
2015
|
|||||||||||||||
Net revenues
|
$
|
2,061
|
|
$
|
2,110
|
|
$
|
2,099
|
|
$
|
2,322
|
|
|||
Percent change from prior quarter
|
(11
|
)%
|
2
|
%
|
(1
|
)%
|
11
|
%
|
|||||||
2016
|
|||||||||||||||
Net revenues
|
$
|
2,137
|
|
$
|
2,230
|
|
$
|
2,217
|
|
$
|
2,395
|
|
|||
Percent change from prior quarter
|
(8
|
)%
|
4
|
%
|
(1
|
)%
|
8
|
%
|
|||||||
2017
|
|||||||||||||||
Net revenues
|
$
|
2,217
|
|
$
|
2,328
|
|
$
|
2,409
|
|
$
|
2,613
|
|
|||
Percent change from prior quarter
|
(7
|
)%
|
5
|
%
|
4
|
%
|
8
|
%
|
|
Year Ended December 31,
|
||||||||||||||||
|
2017
|
% Change
|
2016
|
% Change
|
2015
|
||||||||||||
Net Revenues by Type:
|
|
|
|||||||||||||||
Net transaction revenues:
|
|
|
|||||||||||||||
Marketplace (1)
|
$
|
6,450
|
|
6
|
%
|
$
|
6,107
|
|
—
|
%
|
$
|
6,103
|
|
||||
StubHub
|
1,010
|
|
8
|
%
|
937
|
|
29
|
%
|
725
|
|
|||||||
Total net transaction revenues
|
7,460
|
|
6
|
%
|
7,044
|
|
3
|
%
|
6,828
|
|
|||||||
Marketing services and other revenues:
|
|||||||||||||||||
Marketplace
|
1,192
|
|
5
|
%
|
1,137
|
|
6
|
%
|
1,078
|
|
|||||||
Classifieds
|
897
|
|
13
|
%
|
791
|
|
13
|
%
|
703
|
|
|||||||
StubHub, Corporate and other
|
18
|
|
**
|
|
7
|
|
**
|
|
(17
|
)
|
|||||||
Total marketing services and other revenues
|
2,107
|
|
9
|
%
|
1,935
|
|
10
|
%
|
1,764
|
|
|||||||
Total net revenues
|
$
|
9,567
|
|
7
|
%
|
$
|
8,979
|
|
5
|
%
|
$
|
8,592
|
|
||||
Net Revenues by Geography:
|
|
|
|||||||||||||||
U.S.
|
$
|
4,091
|
|
|
6
|
%
|
$
|
3,866
|
|
|
7
|
%
|
$
|
3,624
|
|
||
International
|
5,476
|
|
7
|
%
|
5,113
|
|
3
|
%
|
4,968
|
|
|||||||
Total net revenues
|
$
|
9,567
|
|
7
|
%
|
$
|
8,979
|
|
5
|
%
|
$
|
8,592
|
|
**
|
Not meaningful
|
(1)
|
Marketplace net transaction revenues were net of $28 million of hedging activity in 2017. There were no other hedging activities within net revenues during the previous periods. See Item 7A. Quantitative and Qualitative Disclosures about Market Risk for further discussion of our hedging activity.
|
|
Year Ended December 31,
|
||||||||||||||||
|
2017
|
% Change
|
2016
|
% Change
|
2015
|
||||||||||||
Supplemental Operating Data:
|
|
|
|
||||||||||||||
GMV (1):
|
|||||||||||||||||
Marketplace
|
$
|
83,883
|
|
6
|
%
|
$
|
79,178
|
|
2
|
%
|
$
|
77,729
|
|
||||
StubHub
|
4,520
|
|
5
|
%
|
4,310
|
|
21
|
%
|
3,575
|
|
|||||||
Total GMV
|
$
|
88,403
|
|
6
|
%
|
$
|
83,488
|
|
3
|
%
|
$
|
81,304
|
|
||||
Transaction take rate:
|
|||||||||||||||||
Marketplace (2)
|
7.69
|
%
|
(0.02
|
)%
|
7.71
|
%
|
(0.14
|
)%
|
7.85
|
%
|
|||||||
StubHub (3)
|
22.35
|
%
|
0.59
|
%
|
21.76
|
%
|
1.46
|
%
|
20.30
|
%
|
|||||||
Total transaction take rate (4)
|
8.44
|
%
|
—
|
%
|
8.44
|
%
|
0.04
|
%
|
8.40
|
%
|
(1)
|
We define Gross Merchandise Volume (“GMV”) as the total value of all successfully closed transactions between users on our Marketplace and StubHub platforms during the applicable period regardless of whether the buyer and seller actually consummated the transaction. We believe that GMV provides a useful measure of the overall volume of closed transactions that flow through our platforms in a given period, notwithstanding the inclusion in GMV of closed transactions that are not ultimately consummated.
|
(2)
|
We define Marketplace transaction take rate as Marketplace net transaction revenues divided by Marketplace GMV.
|
(3)
|
We define StubHub transaction take rate as StubHub net transaction revenues divided by StubHub GMV.
|
(4)
|
We define total transaction take rate as total net transaction revenues divided by GMV.
|
Year Ended December 31,
|
% Change
|
Year Ended December 31,
|
% Change
|
||||||||||||||||||||
|
2017
|
2016
|
As Reported
|
FX-Neutral
|
2016
|
2015
|
As Reported
|
FX-Neutral
|
|||||||||||||||
Total net transaction revenues
|
7,460
|
|
7,044
|
|
6
|
%
|
7
|
%
|
7,044
|
|
6,828
|
|
3
|
%
|
6
|
%
|
|||||||
Percentage of net revenues
|
78
|
%
|
78
|
%
|
78
|
%
|
79
|
%
|
|||||||||||||||
Total GMV
|
88,403
|
|
83,488
|
|
6
|
%
|
6
|
%
|
83,488
|
|
81,304
|
|
3
|
%
|
5
|
%
|
|||||||
Total transaction take rate
|
8.44
|
%
|
8.44
|
%
|
—
|
%
|
8.44
|
%
|
8.40
|
%
|
0.04
|
%
|
Year Ended December 31,
|
% Change
|
Year Ended December 31,
|
% Change
|
||||||||||||||||||||
|
2017
|
2016
|
As Reported
|
FX-Neutral
|
2016
|
2015
|
As Reported
|
FX-Neutral
|
|||||||||||||||
Marketplace transaction revenues
|
6,450
|
|
6,107
|
|
6
|
%
|
7
|
%
|
6,107
|
|
6,103
|
|
—
|
%
|
3
|
%
|
|||||||
Marketplace GMV
|
83,883
|
|
79,178
|
|
6
|
%
|
6
|
%
|
79,178
|
|
77,729
|
|
2
|
%
|
5
|
%
|
|||||||
Marketplace take rate
|
7.69
|
%
|
7.71
|
%
|
(0.02
|
)%
|
7.71
|
%
|
7.85
|
%
|
(0.14
|
)%
|
Year Ended December 31,
|
% Change
|
Year Ended December 31,
|
% Change
|
||||||||||||||||||||
|
2017
|
2016
|
As Reported
|
FX-Neutral
|
2016
|
2015
|
As Reported
|
FX-Neutral
|
|||||||||||||||
StubHub transaction revenues
|
1,010
|
|
937
|
|
8
|
%
|
8
|
%
|
937
|
|
725
|
|
29
|
%
|
29
|
%
|
|||||||
StubHub GMV
|
4,520
|
|
4,310
|
|
5
|
%
|
5
|
%
|
4,310
|
|
3,575
|
|
21
|
%
|
21
|
%
|
|||||||
StubHub take rate
|
22.35
|
%
|
21.76
|
%
|
0.59
|
%
|
21.76
|
%
|
20.30
|
%
|
1.46
|
%
|
Year Ended December 31,
|
% Change
|
Year Ended December 31,
|
% Change
|
||||||||||||||||||||||||
|
2017
|
2016
|
As Reported
|
FX-Neutral
|
2016
|
2015
|
As Reported
|
FX-Neutral
|
|||||||||||||||||||
MS&O revenues:
|
|||||||||||||||||||||||||||
Marketplace
|
$
|
1,192
|
|
$
|
1,137
|
|
5
|
%
|
5
|
%
|
$
|
1,137
|
|
$
|
1,078
|
|
6
|
%
|
8
|
%
|
|||||||
Classifieds
|
897
|
|
791
|
|
13
|
%
|
12
|
%
|
791
|
|
703
|
|
13
|
%
|
15
|
%
|
|||||||||||
StubHub, Corporate and other
|
18
|
|
7
|
|
**
|
|
**
|
|
7
|
|
(17
|
)
|
**
|
|
**
|
|
|||||||||||
Total MS&O revenues
|
$
|
2,107
|
|
$
|
1,935
|
|
9
|
%
|
8
|
%
|
$
|
1,935
|
|
$
|
1,764
|
|
10
|
%
|
12
|
%
|
|||||||
Percentage of net revenues
|
22
|
%
|
22
|
%
|
22
|
%
|
21
|
%
|
|
Year Ended December 31,
|
||||||||||||||||
|
2017
|
% Change
|
|
2016
|
% Change
|
|
2015
|
||||||||||
Cost of net revenues
|
$
|
2,222
|
|
11
|
%
|
|
$
|
2,007
|
|
13
|
%
|
|
$
|
1,771
|
|
||
As a percentage of net revenues
|
23.2
|
%
|
22.4
|
%
|
20.6
|
%
|
|
Year Ended December 31,
|
||||||||||||||||
|
2017
|
% Change
|
2016
|
% Change
|
2015
|
||||||||||||
Sales and marketing
|
$
|
2,515
|
|
6
|
%
|
$
|
2,368
|
|
4
|
%
|
$
|
2,267
|
|
||||
Percentage of net revenues
|
26
|
%
|
26
|
%
|
26
|
%
|
|||||||||||
Product development
|
1,224
|
|
10
|
%
|
1,114
|
|
21
|
%
|
923
|
|
|||||||
Percentage of net revenues
|
13
|
%
|
12
|
%
|
11
|
%
|
|||||||||||
General and administrative
|
1,031
|
|
15
|
%
|
900
|
|
(20
|
)%
|
1,122
|
|
|||||||
Percentage of net revenues
|
11
|
%
|
10
|
%
|
13
|
%
|
|||||||||||
Provision for transaction losses
|
272
|
|
18
|
%
|
231
|
|
(15
|
)%
|
271
|
|
|||||||
Percentage of net revenues
|
3
|
%
|
3
|
%
|
3
|
%
|
|||||||||||
Amortization of acquired intangible assets
|
38
|
|
12
|
%
|
34
|
|
(17
|
)%
|
41
|
|
|||||||
Total operating expenses
|
$
|
5,080
|
|
9
|
%
|
$
|
4,647
|
|
—
|
%
|
$
|
4,624
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2017
|
% Change
|
|
2016
|
% Change
|
|
2015
|
||||||||||
Interest income
|
$
|
177
|
|
42
|
%
|
|
$
|
125
|
|
29
|
%
|
|
$
|
97
|
|
||
Interest expense
|
(292
|
)
|
30
|
%
|
(225
|
)
|
56
|
%
|
(144
|
)
|
|||||||
Gains on investments and sale of business
|
115
|
|
(91
|
)%
|
1,343
|
|
**
|
|
268
|
|
|||||||
Other
|
11
|
|
(87
|
)%
|
|
83
|
|
**
|
|
|
(12
|
)
|
|||||
Total interest and other, net
|
$
|
11
|
|
(99
|
)%
|
|
$
|
1,326
|
|
**
|
|
|
$
|
209
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
2016
|
2015
|
||||||||
Income tax provision (benefit)
|
$
|
3,288
|
|
$
|
(3,634
|
)
|
$
|
459
|
|
||
Effective tax rate
|
144.5
|
%
|
|
(99.5
|
)%
|
|
19.1
|
%
|
|
Year Ended December 31, 2017 |
Year Ended December 31, 2016 |
|||||||||||||||||||
|
As Reported
|
Exchange Rate Effect(1)(3)
|
FX-Neutral(2)
|
As Reported
|
As Reported % Change
|
FX-Neutral
% Change
|
|||||||||||||||
GMV:
|
|||||||||||||||||||||
Marketplace
|
$
|
83,883
|
|
$
|
(224
|
)
|
$
|
84,107
|
|
$
|
79,178
|
|
6
|
%
|
6
|
%
|
|||||
StubHub
|
4,520
|
|
(5
|
)
|
4,525
|
|
4,310
|
|
5
|
%
|
5
|
%
|
|||||||||
Total GMV
|
$
|
88,403
|
|
$
|
(229
|
)
|
$
|
88,632
|
|
$
|
83,488
|
|
6
|
%
|
6
|
%
|
|||||
Net transaction revenues:
|
|||||||||||||||||||||
Marketplace
|
$
|
6,450
|
|
$
|
(56
|
)
|
$
|
6,506
|
|
$
|
6,107
|
|
6
|
%
|
7
|
%
|
|||||
StubHub
|
1,010
|
|
(1
|
)
|
1,011
|
|
937
|
|
8
|
%
|
8
|
%
|
|||||||||
Total net transaction revenues
|
7,460
|
|
(57
|
)
|
7,517
|
|
7,044
|
|
6
|
%
|
7
|
%
|
|||||||||
Marketing services and other revenues:
|
|||||||||||||||||||||
Marketplace
|
1,192
|
|
—
|
|
1,192
|
|
1,137
|
|
5
|
%
|
5
|
%
|
|||||||||
Classifieds
|
897
|
|
13
|
|
884
|
|
791
|
|
13
|
%
|
12
|
%
|
|||||||||
StubHub, Corporate and other
|
18
|
|
—
|
|
18
|
|
7
|
|
**
|
|
**
|
|
|||||||||
Total marketing services and other revenues
|
2,107
|
|
13
|
|
2,094
|
|
1,935
|
|
9
|
%
|
8
|
%
|
|||||||||
Total net revenues
|
$
|
9,567
|
|
$
|
(44
|
)
|
$
|
9,611
|
|
$
|
8,979
|
|
7
|
%
|
7
|
%
|
|
Year Ended December 31, 2016 |
Year Ended December 31, 2015 |
|||||||||||||||||||
|
As Reported
|
Exchange Rate Effect(1)(3)
|
FX-Neutral(2)
|
As Reported
|
As Reported % Change
|
FX-Neutral
% Change
|
|||||||||||||||
GMV:
|
|||||||||||||||||||||
Marketplace
|
$
|
79,178
|
|
$
|
(2,216
|
)
|
$
|
81,394
|
|
$
|
77,729
|
|
2
|
%
|
5
|
%
|
|||||
StubHub
|
4,310
|
|
(12
|
)
|
4,322
|
|
3,575
|
|
21
|
%
|
21
|
%
|
|||||||||
Total GMV
|
$
|
83,488
|
|
$
|
(2,228
|
)
|
$
|
85,716
|
|
$
|
81,304
|
|
3
|
%
|
5
|
%
|
|||||
Net transaction revenues:
|
|||||||||||||||||||||
Marketplace
|
$
|
6,107
|
|
$
|
(170
|
)
|
$
|
6,277
|
|
$
|
6,103
|
|
—
|
%
|
3
|
%
|
|||||
StubHub
|
937
|
|
(2
|
)
|
939
|
|
725
|
|
29
|
%
|
29
|
%
|
|||||||||
Total net transaction revenues
|
7,044
|
|
(172
|
)
|
7,216
|
|
6,828
|
|
3
|
%
|
6
|
%
|
|||||||||
Marketing services and other revenues:
|
|||||||||||||||||||||
Marketplace
|
1,137
|
|
(25
|
)
|
1,162
|
|
1,078
|
|
6
|
%
|
8
|
%
|
|||||||||
Classifieds
|
791
|
|
(13
|
)
|
804
|
|
703
|
|
13
|
%
|
15
|
%
|
|||||||||
StubHub, Corporate and other
|
7
|
|
—
|
|
7
|
|
(17
|
)
|
**
|
|
**
|
|
|||||||||
Total marketing services and other revenues
|
1,935
|
|
(38
|
)
|
1,973
|
|
1,764
|
|
10
|
%
|
12
|
%
|
|||||||||
Total net revenues
|
$
|
8,979
|
|
$
|
(210
|
)
|
$
|
9,189
|
|
$
|
8,592
|
|
5
|
%
|
7
|
%
|
(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 net of 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 revenue as net revenue minus exchange rate effect.
|
(3)
|
Marketplace Exchange Rate Effect was net of $28 million of hedging activity in 2017.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
2016
|
2015
|
||||||||
|
(In millions)
|
||||||||||
Net cash provided by (used in):
|
|
|
|||||||||
Continuing operating activities
|
$
|
3,146
|
|
$
|
2,827
|
|
$
|
2,877
|
|
||
Continuing investing activities
|
(1,296
|
)
|
(2,008
|
)
|
(673
|
)
|
|||||
Continuing financing activities
|
(1,784
|
)
|
(744
|
)
|
(2,960
|
)
|
|||||
Effect of exchange rates on cash and cash equivalents
|
238
|
|
(90
|
)
|
(364
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents - discontinued operations
|
—
|
|
(1
|
)
|
(3,376
|
)
|
|||||
Net increase/(decrease) in cash and cash equivalents
|
$
|
304
|
|
$
|
(16
|
)
|
$
|
(4,496
|
)
|
Payments Due During the Year Ending December 31,
|
Debt
|
Leases
|
Purchase Obligations
|
|
Total
|
|||||||||||
2018
|
$
|
1,050
|
|
$
|
68
|
|
$
|
232
|
|
$
|
1,350
|
|
||||
2019
|
1,833
|
|
73
|
|
142
|
|
2,048
|
|
||||||||
2020
|
1,255
|
|
62
|
|
90
|
|
1,407
|
|
||||||||
2021
|
978
|
|
36
|
|
79
|
|
1,093
|
|
||||||||
2022
|
1,931
|
|
25
|
|
79
|
|
2,035
|
|
||||||||
Thereafter
|
6,504
|
|
47
|
|
29
|
|
6,580
|
|
||||||||
$
|
13,551
|
|
$
|
311
|
|
$
|
651
|
|
$
|
14,513
|
|
•
|
Debt amounts include the principal and interest amounts of the respective debt instruments. For additional details related to our debt, please see “Note 11 – 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, 2017.
|
•
|
Lease amounts include minimum rental payments under our non-cancelable operating leases for office facilities, fulfillment centers, as well as computer and office equipment that we utilize under lease arrangements. The amounts presented are consistent with contractual terms and are not expected to differ significantly from actual results under our existing leases, unless a substantial change in our headcount needs requires us to expand our occupied space or exit an office facility early.
|
•
|
Purchase obligation amounts include minimum purchase commitments for advertising, capital expenditures (computer equipment, software applications, engineering development services, construction contracts) and other goods and services entered into in the ordinary course of business.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(In millions, except percentages)
|
|||||||||||
Income tax provision (benefit)
|
$
|
3,288
|
|
|
$
|
(3,634
|
)
|
|
$
|
459
|
|
Effective tax rate
|
144.5
|
%
|
|
(99.5
|
)%
|
|
19.1
|
%
|
|
Fair Value Asset/(Liability)
|
Fair Value Sensitivity
|
|||||
(In millions)
|
|||||||
Foreign exchange contracts - Cash flow hedges
|
$
|
(2
|
)
|
$
|
(211
|
)
|
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 of Exhibits that precedes the signature page of this Annual Report.
|
Item 8:
|
Financial Statements
|
December 31,
|
|||||||
|
2017
|
|
2016
|
||||
|
(In millions, except par value)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|||||
Cash and cash equivalents
|
$
|
|
|
|
$
|
|
|
Short-term investments
|
|
|
|
|
|
||
Accounts receivable, net
|
|
|
|
|
|
||
Other current assets
|
|
|
|
|
|
||
Total current assets
|
|
|
|
|
|
||
Long-term investments
|
|
|
|
|
|
||
Property and equipment, net
|
|
|
|
|
|
||
Goodwill
|
|
|
|
|
|
||
Intangible assets, net
|
|
|
|
|
|
||
Deferred tax assets
|
|
|
|
|
|||
Other assets
|
|
|
|
|
|
||
Total assets
|
$
|
|
|
|
$
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|||
Short-term debt
|
$
|
|
|
$
|
|
|
|
Accounts payable
|
|
|
|
|
|||
Accrued expenses and other current liabilities
|
|
|
|
|
|||
Deferred revenue
|
|
|
|
|
|||
Income taxes payable
|
|
|
|
|
|||
Total current liabilities
|
|
|
|
|
|||
Deferred tax liabilities
|
|
|
|
|
|||
Long-term debt
|
|
|
|
|
|||
Other liabilities
|
|
|
|
|
|||
Total liabilities
|
|
|
|
|
|||
Commitments and contingencies (Note 12)
|
|
|
|||||
Stockholders’ equity:
|
|||||||
Common stock, $0.001 par value; 3,580 shares authorized; 1,029 and 1,087 shares outstanding
|
|
|
|
|
|||
Additional paid-in capital
|
|
|
|
|
|||
Treasury stock at cost, 632 and 557 shares
|
(
|
)
|
(
|
)
|
|||
Retained earnings
|
|
|
|
|
|||
Accumulated other comprehensive income (loss)
|
|
|
(
|
)
|
|||
Total stockholders’ equity
|
|
|
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
|
|
$
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
2016
|
2015
|
||||||||
|
(In millions, except per share amounts)
|
||||||||||
Net revenues
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Cost of net revenues
|
|
|
|
|
|
|
|||||
Gross profit
|
|
|
|
|
|
|
|||||
Operating expenses:
|
|
|
|||||||||
Sales and marketing
|
|
|
|
|
|
|
|||||
Product development
|
|
|
|
|
|
|
|||||
General and administrative
|
|
|
|
|
|
|
|||||
Provision for transaction losses
|
|
|
|
|
|
|
|||||
Amortization of acquired intangible assets
|
|
|
|
|
|
|
|||||
Total operating expenses
|
|
|
|
|
|
|
|||||
Income from operations
|
|
|
|
|
|
|
|||||
Interest and other, net
|
|
|
|
|
|
|
|||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|||||
Income tax benefit (provision)
|
(
|
)
|
|
|
(
|
)
|
|||||
Income (loss) from continuing operations
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Income (loss) from discontinued operations, net of income taxes
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Net income (loss)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Income (loss) per share - basic:
|
|
|
|||||||||
Continuing operations
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Discontinued operations
|
|
|
(
|
)
|
(
|
)
|
|||||
Net income (loss) per share - basic
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Income (loss) per share - diluted:
|
|||||||||||
Continuing operations
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Discontinued operations
|
|
|
(
|
)
|
(
|
)
|
|||||
Net income (loss) per share - diluted
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Weighted average shares:
|
|
|
|||||||||
Basic
|
|
|
|
|
|
|
|||||
Diluted
|
|
|
|
|
|
|
Year Ended December 31,
|
|||||||||||
|
2017
|
2016
|
2015
|
||||||||
|
(In millions)
|
||||||||||
Net income (loss)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Other comprehensive income (loss), net of reclassification adjustments:
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustment
|
|
|
(
|
)
|
(
|
)
|
|||||
Unrealized gains (losses) on investments, net
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Tax benefit (expense) on unrealized gains (losses) on investments, net
|
|
|
|
|
|
|
|||||
Unrealized gains (losses) on hedging activities, net
|
(
|
)
|
|
|
(
|
)
|
|||||
Tax benefit (expense) on unrealized gains (losses) on hedging activities, net
|
|
|
(
|
)
|
(
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
|
|
(
|
)
|
(
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In millions)
|
||||||||||
Common stock:
|
|
|
|||||||||
Balance, beginning of year
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Common stock issued
|
|
|
|
|
|
|
|
|
|||
Common stock repurchased/forfeited
|
|
|
|
|
|
|
|||||
Balance, end of year
|
|
|
|
|
|
|
|
|
|||
Additional paid-in-capital:
|
|
|
|||||||||
Balance, beginning of year
|
|
|
|
|
|
|
|
|
|||
Common stock and stock-based awards issued and assumed
|
|
|
|
|
|
|
|
|
|||
Tax withholdings related to net share settlements of restricted stock awards and units
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|||
Stock-based awards tax impact
|
|
|
|
|
|
|
|
|
|||
Other
|
|
|
(
|
)
|
|
|
|||||
Balance, end of year
|
|
|
|
|
|
|
|
|
|||
Treasury stock at cost:
|
|
|
|||||||||
Balance, beginning of year
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Common stock repurchased
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Balance, end of year
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Retained earnings:
|
|
|
|||||||||
Balance, beginning of year
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
(
|
)
|
|
|
|
|
|
|
|||
Distribution of PayPal
|
|
|
(
|
)
|
(
|
)
|
|||||
Balance, end of year
|
|
|
|
|
|
|
|
|
|||
Accumulated other comprehensive income (loss):
|
|
|
|||||||||
Balance, beginning of year
|
(
|
)
|
|
|
|
|
|
|
|||
Change in unrealized gains (losses) on investments
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Change in unrealized gains (losses) on derivative instruments
|
(
|
)
|
|
|
|
|
(
|
)
|
|||
Foreign currency translation adjustment
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
Tax benefit (provision) on above items
|
|
|
|
|
|
|
|||||
Distribution of PayPal
|
|
|
|
|
(
|
)
|
|||||
Balance, end of year
|
|
|
|
(
|
)
|
|
|
|
|||
Total stockholders’ equity
|
$
|
|
|
$
|
|
|
|
$
|
|
|
|
Number of shares:
|
|
|
|||||||||
Common stock - shares outstanding:
|
|
|
|||||||||
Balance, beginning of year
|
|
|
|
|
|
|
|
|
|||
Common stock issued
|
|
|
|
|
|
|
|
|
|||
Common stock repurchased/forfeited
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Balance, end of year
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
2016
|
2015
|
||||||||
|
(In millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|||||||||
Net income (loss)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
(Income) loss from discontinued operations, net of income taxes
|
|
|
|
|
|
|
|||||
Adjustments:
|
|
|
|||||||||
Provision for transaction losses
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
|
|
|
|
|
|||||
Stock-based compensation
|
|
|
|
|
|
|
|||||
Gain on sale of business
|
(
|
)
|
|
|
|
|
|||||
Deferred income taxes
|
|
|
(
|
)
|
(
|
)
|
|||||
Loss (gain) on sale of investments and other, net
|
|
|
(
|
)
|
(
|
)
|
|||||
Excess tax benefits from stock-based compensation
|
|
|
(
|
)
|
(
|
)
|
|||||
Changes in assets and liabilities, net of acquisition effects
|
|||||||||||
Accounts receivable
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Other current assets
|
(
|
)
|
|
|
(
|
)
|
|||||
Other non-current assets
|
|
|
|
|
|
|
|||||
Accounts payable
|
|
|
(
|
)
|
|
|
|||||
Accrued expenses and other liabilities
|
|
|
(
|
)
|
(
|
)
|
|||||
Deferred revenue
|
|
|
|
|
|
|
|||||
Income taxes payable and other tax liabilities
|
|
|
|
|
(
|
)
|
|||||
Net cash provided by continuing operating activities
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) discontinued operating activities
|
|
|
(
|
)
|
|
|
|||||
Net cash provided by operating activities
|
|
|
|
|
|
|
|||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|||||
Purchases of property and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Purchases of investments
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Equity investment in Flipkart
|
(
|
)
|
|
|
|
|
|||||
Maturities and sales of investments
|
|
|
|
|
|
|
|||||
Acquisitions, net of cash acquired
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Other
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Net cash used in continuing investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Net cash used in discontinued investing activities
|
|
|
|
|
(
|
)
|
|||||
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|||||
Proceeds from issuance of common stock
|
|
|
|
|
|
|
|||||
Repurchases of common stock
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Tax withholdings related to net share settlements of restricted stock awards and units
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Proceeds from issuance of long-term debt, net
|
|
|
|
|
|
|
|||||
Repayment of debt
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Other
|
|
|
|
|
|
|
|||||
Net cash used in continuing financing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Net cash provided by (used in) discontinued financing activities
|
|
|
|
|
(
|
)
|
|||||
Net cash used in financing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(
|
)
|
(
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
|
(
|
)
|
(
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
|
|
|
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Supplemental cash flow disclosures:
|
|
|
|
|
|
|
|||||
Cash paid for:
|
|||||||||||
Interest
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Income taxes
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Noncash investing activities:
|
|||||||||||
Sale of business in exchange for ownership interest in Flipkart
|
$
|
|
|
$
|
|
|
$
|
|
|
Year Ended December 31, 2017 |
Year Ended December 31, 2016 |
||||||||||||||
As Reported
|
As Adjusted
|
As Reported
|
As Adjusted
|
||||||||||||
(In millions, except per share data)
|
|||||||||||||||
Net revenues
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Cost of net revenues
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Sales and marketing
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Income (loss) from continuing operations
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
|||
Net income (loss)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
|||
Net income (loss) per share - basic
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
|||
Net income (loss) per share - diluted
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
2016
|
2015
|
||||||||
Numerator:
|
|||||||||||
Income (loss) from continuing operations
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Income (loss) from discontinued operations, net of income taxes
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Net income
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Denominator:
|
|||||||||||
Weighted average shares of common stock - basic
|
|
|
|
|
|
|
|||||
Dilutive effect of equity incentive awards
|
|
|
|
|
|
|
|||||
Weighted average shares of common stock - diluted
|
|
|
|
|
|
|
|||||
Income (loss) per share - basic:
|
|||||||||||
Continuing operations
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Discontinued operations
|
|
|
(
|
)
|
(
|
)
|
|||||
Net income (loss) per share - basic
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Income (loss) per share - diluted:
|
|||||||||||
Continuing operations
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Discontinued operations
|
|
|
(
|
)
|
(
|
)
|
|||||
Net income (loss) per share - diluted
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Common stock equivalents excluded from income per diluted share because their effect would have been anti-dilutive
|
|
|
|
|
|
|
Ticketbis
|
Other
|
Total
|
|||||||||
Purchased intangible assets
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Goodwill
|
|
|
|
|
|
|
|||||
Net liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Total
|
$
|
|
|
$
|
|
|
$
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
2016
|
2015 (1)
|
||||||||
PayPal income (loss) from discontinued operations, net of income taxes
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
||
Enterprise loss from discontinued operations, net of income taxes
|
|
|
(
|
)
|
(
|
)
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
(1)
|
Includes PayPal financial results from January 1, 2015 to July 17, 2015 and Enterprise financial results from January 1, 2015 to November 2, 2015.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
2016
|
2015 (1)
|
||||||||
PayPal net cash provided by (used in) discontinued operating activities
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
Enterprise net cash provided by (used in) discontinued operating activities
|
|
|
|
|
(
|
)
|
|||||
Net cash provided by discontinued operating activities
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||
PayPal net cash used in discontinued investing activities
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
||
Enterprise net cash provided by (used in) discontinued investing activities
|
|
|
|
|
|
|
|||||
Net cash used in discontinued investing activities
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
||
PayPal net cash provided by (used in) discontinued financing activities (2)
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
||
Enterprise net cash used in discontinued financing activities
|
|
|
|
|
|
|
|||||
Net cash provided by (used in) discontinued financing activities
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
(1)
|
Includes PayPal financial results from January 1, 2015 to July 17, 2015 and Enterprise financial results from January 1, 2015 to November 2, 2015.
|
(2)
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
2016
|
2015 (1)
|
||||||||
Net revenues
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Cost of net revenues
|
|
|
|
|
|
|
|||||
Gross profit
|
|
|
|
|
|
|
|||||
Operating expenses:
|
|||||||||||
Sales and marketing
|
|
|
|
|
|
|
|||||
Product development
|
|
|
|
|
|
|
|||||
General and administrative
|
|
|
|
|
|
|
|||||
Provision for transaction and loan losses
|
|
|
|
|
|
|
|||||
Amortization of acquired intangible assets
|
|
|
|
|
|
|
|||||
Total operating expenses
|
|
|
|
|
|
|
|||||
Income (loss) from operations of discontinued operations
|
|
|
(
|
)
|
|
|
|||||
Interest and other, net
|
|
|
|
|
|
|
|||||
Income (loss) from discontinued operations before income taxes
|
|
|
(
|
)
|
|
|
|||||
Income tax benefit (provision)
|
(
|
)
|
|
|
(
|
)
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
(1)
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
2016
|
2015 (1)
|
||||||||
Net revenues
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Cost of net revenues
|
|
|
|
|
|
|
|||||
Gross profit
|
|
|
|
|
|
|
|||||
Operating expenses:
|
|||||||||||
Sales and marketing
|
|
|
|
|
|
|
|||||
Product development
|
|
|
|
|
|
|
|||||
General and administrative
|
|
|
|
|
|
|
|||||
Provision for transaction losses
|
|
|
|
|
|
|
|||||
Amortization of acquired intangible assets
|
|
|
|
|
|
|
|||||
Goodwill impairment
|
|
|
|
|
|
|
|||||
Total operating expenses
|
|
|
|
|
|
|
|||||
Loss from operations of discontinued operations
|
|
|
(
|
)
|
(
|
)
|
|||||
Interest and other, net
|
|
|
|
|
|
|
|||||
Pretax loss on disposal of the discontinued operation
|
|
|
|
|
(
|
)
|
|||||
Loss from discontinued operations before income taxes
|
|
|
(
|
)
|
(
|
)
|
|||||
Income tax benefit (provision)
|
|
|
(
|
)
|
|
|
|||||
Loss from discontinued operations, net of income taxes
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
(1)
|
|
|
December 31, 2015 |
Goodwill Acquired
|
Adjustments
|
December 31, 2016 |
Goodwill
Acquired
|
|
Adjustments
|
|
December 31, 2017 |
||||||||||||||
Goodwill
|
$
|
|
|
|
|
(
|
)
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
December 31, 2017
|
December 31, 2016
|
|||||||||||||||||||||||||
|
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
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
|
|||||||
Marketing-related
|
|
|
(
|
)
|
|
|
|
|
|
(
|
)
|
|
|
|
|||||||||||||
Developed technologies
|
|
|
(
|
)
|
|
|
|
|
|
(
|
)
|
|
|
|
|||||||||||||
All other
|
|
|
(
|
)
|
|
|
|
|
|
(
|
)
|
|
|
|
|||||||||||||
Total
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
|
Fiscal year:
|
|||
2018
|
$
|
|
|
2019
|
|
|
|
2020
|
|
|
|
2021
|
|
|
|
Thereafter
|
|
|
|
Total
|
$
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
2016
|
2015
|
||||||||
Net revenues by type:
|
|||||||||||
Net transaction revenues:
|
|||||||||||
Marketplace
|
$
|
|
|
$
|
|
|
$
|
|
|
||
StubHub
|
|
|
|
|
|
|
|||||
Total net transaction revenues
|
|
|
|
|
|
|
|||||
Marketing services and other revenues:
|
|||||||||||
Marketplace
|
|
|
|
|
|
|
|||||
Classifieds
|
|
|
|
|
|
|
|||||
StubHub, Corporate and other
|
|
|
|
|
(
|
)
|
|||||
Total marketing services and other revenues
|
|
|
|
|
|
|
|||||
Total net revenues
|
$
|
|
|
$
|
|
|
$
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net revenues by geography:
|
|||||||||||
U.S.
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
United Kingdom
|
|
|
|
|
|
|
|
|
|||
Germany
|
|
|
|
|
|
|
|
|
|||
Rest of world
|
|
|
|
|
|
|
|
|
|||
Total net revenues
|
$
|
|
|
$
|
|
|
$
|
|
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Long-lived tangible assets by geography:
|
|||||||
U.S.
|
$
|
|
|
|
$
|
|
|
International
|
|
|
|
|
|
||
Total long-lived tangible assets
|
$
|
|
|
|
$
|
|
|
|
December 31, 2017
|
||||||||||||||
|
Gross
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Short-term investments:
|
|
|
|
||||||||||||
Restricted cash
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Corporate debt securities
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Long-term investments:
|
|
|
|
||||||||||||
Corporate debt securities
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
December 31, 2016
|
||||||||||||||
|
Gross
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Short-term investments:
|
|
|
|
||||||||||||
Restricted cash
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Corporate debt securities
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||
Government and agency securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
Long-term investments:
|
|
|
|
||||||||||||
Corporate debt securities
|
|
|
|
|
|
|
(
|
)
|
|
|
|
||||
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
December 31, 2017 |
||
One year or less (including restricted cash of $20)
|
$
|
|
|
One year through two years
|
|
|
|
Two years through three years
|
|
|
|
Three years through four years
|
|
|
|
Four years through five years
|
|
|
|
Thereafter
|
|
|
|
Total
|
$
|
|
|
December 31, 2017
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
|||||||||
Assets:
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Short-term investments:
|
|||||||||||
Restricted cash
|
|
|
|
|
|
|
|||||
Corporate debt securities
|
|
|
|
|
|
|
|||||
Total short-term investments
|
|
|
|
|
|
|
|||||
Derivatives
|
|
|
|
|
|
|
|||||
Long-term investments:
|
|||||||||||
Corporate debt securities
|
|
|
|
|
|
|
|||||
Total long-term investments
|
|
|
|
|
|
|
|||||
Total financial assets
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Liabilities:
|
|||||||||||
Derivatives
|
$
|
|
|
$
|
|
|
$
|
|
|
December 31, 2016
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
|||||||||
Assets:
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Short-term investments:
|
|||||||||||
Restricted cash
|
|
|
|
|
|
|
|||||
Corporate debt securities
|
|
|
|
|
|
|
|||||
Government and agency securities
|
|
|
|
|
|
|
|||||
Total short-term investments
|
|
|
|
|
|
|
|||||
Derivatives
|
|
|
|
|
|
|
|||||
Long-term investments:
|
|||||||||||
Corporate debt securities
|
|
|
|
|
|
|
|||||
Total long-term investments
|
|
|
|
|
|
|
|||||
Total financial assets
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Liabilities:
|
|||||||||||
Derivatives
|
$
|
|
|
$
|
|
|
$
|
|
|
|
Balance Sheet Location
|
December 31, 2017 |
December 31, 2016 |
||||||
Derivative Assets:
|
|||||||||
Foreign exchange contracts designated as cash flow hedges
|
Other Current Assets
|
$
|
|
|
$
|
|
|
||
Foreign exchange contracts not designated as hedging instruments
|
Other Current Assets
|
|
|
|
|
||||
Interest rate contracts designated as fair value hedges
|
Other Assets
|
|
|
|
|
||||
Total derivative assets
|
$
|
|
|
$
|
|
|
|||
Derivative Liabilities:
|
|||||||||
Foreign exchange contracts designated as cash flow hedges
|
Other Current Liabilities
|
$
|
|
|
$
|
|
|
||
Foreign exchange contracts not designated as hedging instruments
|
Other Current Liabilities
|
|
|
|
|
||||
Total derivative liabilities
|
$
|
|
|
$
|
|
|
|||
Total fair value of derivative instruments
|
$
|
(
|
)
|
$
|
|
|
|
December 31, 2016
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive
Income
(Effective Portion)
|
Amount of Gain (Loss)
Reclassified From
AOCI to Earnings
(Effective Portion)
|
December 31, 2017
|
|||||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
|
|
(
|
)
|
|
|
$
|
(
|
)
|
|
December 31, 2015
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive
Income
(Effective Portion)
|
Amount of Gain (Loss)
Reclassified From
AOCI to Earnings
(Effective Portion) (1)
|
December 31, 2016
|
|||||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
|
|
|
|
|
|
$
|
|
|
(1)
|
In 2016, we reclassified $
|
Year Ended December 31,
|
|||||||||||
|
2017
|
2016
|
2015
|
||||||||
Foreign exchange contracts designated as cash flow hedges recognized in net revenues
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||
Foreign exchange contracts designated as cash flow hedges recognized in cost of net revenues and operating expenses
|
|
|
|
|
|
|
|||||
Foreign exchange contracts designated as cash flow hedges recognized in interest and other, net
|
|
|
|
|
|
|
|||||
Foreign exchange contracts not designated as hedging instruments recognized in interest and other, net
|
(
|
)
|
|
|
(
|
)
|
|||||
Total
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
Year Ended December 31,
|
|||||||||||
|
2017
|
2016
|
2015
|
||||||||
Gain (loss) from interest rate contracts designated as fair value hedges recognized in interest and other, net
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
||
Gain (loss) from hedged items attributable to hedged risk recognized in interest and other, net
|
|
|
|
|
(
|
)
|
|||||
Total
|
$
|
|
|
$
|
|
|
$
|
|
|
December 31,
|
|||||||
2017
|
2016
|
||||||
Foreign exchange contracts designated as cash flow hedges
|
$
|
|
|
$
|
|
|
|
Foreign exchange contracts not designated as hedging instruments
|
|
|
|
|
|||
Interest rate contracts designated as fair value hedges
|
|
|
|
|
|||
Total
|
$
|
|
|
$
|
|
|
|
December 31,
|
||||||
2017
|
|
2016
|
|||||
(In millions)
|
|||||||
Customer accounts and funds receivable
|
$
|
|
|
|
$
|
|
|
Other
|
$
|
|
|
$
|
|
|
|
Other current assets
|
$
|
|
|
$
|
|
|
|
December 31,
|
||||||
2017
|
|
2016
|
|||||
(In millions)
|
|||||||
Computer equipment and software
|
$
|
|
|
|
$
|
|
|
Land and buildings, including building improvements
|
|
|
|
|
|
||
Leasehold improvements
|
|
|
|
|
|
||
Furniture and fixtures
|
|
|
|
|
|
||
Construction in progress and other
|
|
|
|
|
|
||
Property and equipment, gross
|
|
|
|
|
|
||
Accumulated depreciation
|
(
|
)
|
|
(
|
)
|
||
Property and equipment, net
|
$
|
|
|
|
$
|
|
|
|
December 31,
|
||||||
2017
|
|
2016
|
|||||
(In millions)
|
|||||||
Customer accounts and funds payable
|
$
|
|
|
|
$
|
|
|
Compensation and related benefits
|
|
|
|
|
|
||
Advertising accruals
|
|
|
|
|
|
||
Other
|
|
|
|
|
|||
Accrued expenses and other current liabilities
|
$
|
|
|
$
|
|
|
Coupon
|
As of
|
Effective
|
As of
|
Effective
|
||||||||||||
Rate
|
December 31, 2017
|
Interest Rate
|
December 31, 2016
|
Interest Rate
|
||||||||||||
Long-Term Debt
|
||||||||||||||||
Floating Rate Notes:
|
||||||||||||||||
Senior notes due 2017
|
LIBOR plus 0.20%
|
$
|
|
|
|
$
|
|
|
|
%
|
||||||
Senior notes due 2019
|
LIBOR plus 0.48%
|
|
|
|
%
|
|
|
|
%
|
|||||||
Senior notes due 2023
|
LIBOR plus 0.87%
|
|
|
|
%
|
|||||||||||
Fixed Rate Notes:
|
||||||||||||||||
Senior notes due 2017
|
|
|
|
|
|
|
|
%
|
||||||||
Senior notes due 2018
|
|
|
|
|
%
|
|
|
|
%
|
|||||||
Senior notes due 2019
|
|
|
|
|
%
|
|
|
|
%
|
|||||||
Senior notes due 2020
|
|
|
|
|
%
|
|
|
|
%
|
|||||||
Senior notes due 2020
|
|
|
|
|
%
|
|||||||||||
Senior notes due 2021
|
|
|
|
|
%
|
|
|
|
%
|
|||||||
Senior notes due 2022
|
|
|
|
|
%
|
|
|
|
%
|
|||||||
Senior notes due 2022
|
|
|
|
|
%
|
|
|
|
%
|
|||||||
Senior notes due 2023
|
|
|
|
|
%
|
|||||||||||
Senior notes due 2024
|
|
|
|
|
%
|
|
|
|
%
|
|||||||
Senior notes due 2027
|
|
|
|
|
%
|
|||||||||||
Senior notes due 2042
|
|
|
|
|
%
|
|
|
|
%
|
|||||||
Senior notes due 2056
|
|
|
|
|
%
|
|
|
|
%
|
|||||||
Total senior notes
|
|
|
|
|
||||||||||||
Hedge accounting fair value adjustments
|
|
|
|
|
||||||||||||
Unamortized discount and debt issuance costs
|
(
|
)
|
(
|
)
|
||||||||||||
Less: Current portion of long-term debt
|
(
|
)
|
(
|
)
|
||||||||||||
Total long-term debt
|
|
|
|
|
||||||||||||
Short-Term Debt
|
||||||||||||||||
Current portion of long-term debt
|
|
|
|
|
||||||||||||
Unamortized discount and debt issuance costs
|
|
|
(
|
)
|
||||||||||||
Other indebtedness
|
|
|
|
|
||||||||||||
Total short-term debt
|
|
|
|
|
||||||||||||
Total Debt
|
$
|
|
|
$
|
|
|
Fiscal Years:
|
|||
2018
|
$
|
|
|
2019
|
|
|
|
2020
|
|
|
|
2021
|
|
|
|
2022
|
|
|
|
Thereafter
|
|
|
|
Total future maturities
|
$
|
|
|
Leases
|
|||
2018
|
$
|
|
|
2019
|
|
|
|
2020
|
|
|
|
2021
|
|
|
|
2022
|
|
|
|
Thereafter
|
|
|
|
Total minimum lease payments
|
$
|
|
|
Shares Repurchased (1)
|
Average Price per Share (2)
|
Value of Shares Repurchased (2)
|
Remaining Amount Authorized
|
|||||||||||
Balance as of January 1, 2017
|
$
|
|
|
|||||||||||
Authorization of additional plan in July 2017
|
|
|
||||||||||||
Repurchase of shares of common stock
|
|
|
$
|
|
|
$
|
|
|
(
|
)
|
||||
Balance as of December 31, 2017
|
$
|
|
|
(1)
|
These repurchased shares of common stock were recorded as treasury stock and were accounted for under the cost method.
|
(2)
|
Excludes broker commissions.
|
|
Units
|
Weighted Average
Grant-Date
Fair Value
(per share)
|
||||
Outstanding as of January 1, 2017
|
|
|
$
|
|
|
|
Awarded and assumed
|
|
|
$
|
|
|
|
Vested
|
(
|
)
|
$
|
|
|
|
Forfeited
|
(
|
)
|
$
|
|
|
|
Outstanding as of December 31, 2017
|
|
|
$
|
|
|
|
Expected to vest as of December 31, 2017
|
|
|
Year Ended December 31,
|
|||||||||||
|
2017
|
2016
|
2015
|
||||||||
Cost of net revenues
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Sales and marketing
|
|
|
|
|
|
|
|||||
Product development
|
|
|
|
|
|
|
|||||
General and administrative
|
|
|
|
|
|
|
|||||
Total stock-based compensation expense
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Capitalized in product development
|
$
|
|
|
$
|
|
|
$
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
International
|
|
|
|
|
|
|
|
|
|||
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|||||||||
Federal
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
State and local
|
(
|
)
|
|
|
|
|
|
|
|||
Foreign
|
|
|
|
|
|
|
|
|
|||
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Deferred:
|
|
|
|||||||||
Federal
|
$
|
|
|
|
$
|
|
|
|
$
|
(
|
)
|
State and local
|
|
|
|
|
|
|
(
|
)
|
|||
Foreign
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
|
|
(
|
)
|
|
(
|
)
|
||||
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Provision at statutory rate
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Foreign income taxed at different rates
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Other taxes on foreign operation
|
|
|
|
|
|
|
|||||
Stock-based compensation
|
(
|
)
|
|
|
|
|
|
|
|||
State taxes, net of federal benefit
|
(
|
)
|
|
|
|
|
|
|
|||
Research and other tax credits
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
Tax basis step-up resulting from realignment
|
(
|
)
|
(
|
)
|
|
|
|||||
U.S. tax reform
|
|
|
|
|
|
|
|||||
Other
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
As of December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
||||||
Net operating loss, capital loss and credits
|
$
|
|
|
|
$
|
|
|
Accruals and allowances
|
|
|
|
|
|
||
Stock-based compensation
|
|
|
|
|
|
||
Amortizable tax basis in intangibles
|
|
|
|
|
|||
Net deferred tax assets
|
|
|
|
|
|
||
Valuation allowance
|
(
|
)
|
|
(
|
)
|
||
$
|
|
|
|
$
|
|
|
|
Deferred tax liabilities:
|
|
||||||
Unremitted foreign earnings
|
$
|
(
|
)
|
$
|
(
|
)
|
|
Acquisition-related intangibles
|
(
|
)
|
|
(
|
)
|
||
Depreciation and amortization
|
(
|
)
|
|
(
|
)
|
||
Available-for-sale securities
|
(
|
)
|
|
(
|
)
|
||
(
|
)
|
|
(
|
)
|
|||
$
|
|
|
|
$
|
|
|
2017
|
2016
|
2015
|
|||||||||
Gross amounts of unrecognized tax benefits as of the beginning of the period
|
$
|
|
|
$
|
|
|
$
|
|
|
||
Increases related to prior period tax positions
|
|
|
|
|
|
|
|||||
Decreases related to prior period tax positions
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Increases related to current period tax positions
|
|
|
|
|
|
|
|||||
Settlements
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Gross amounts of unrecognized tax benefits as of the end of the period
|
$
|
|
|
$
|
|
|
$
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Interest expense
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||
Gains on investments and sale of business (1)
|
|
|
|
|
|
|
|||||
Other
|
|
|
|
|
|
|
(
|
)
|
|||
Total interest and other, net
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
(1)
|
|
Unrealized Gains (Losses) on Derivative Instruments
|
Unrealized
Gains on
Investments
|
Foreign
Currency
Translation
|
Estimated Tax (Expense) Benefit
|
Total
|
|||||||||||||||
Balance as of December 31, 2016
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|||||||||
Less: Amount of gain (loss) reclassified from AOCI
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net current period other comprehensive income (loss)
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2017
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
Unrealized Gains (Losses) on Derivative Instruments
|
Unrealized Gains on Investments |
Foreign Currency Translation |
Estimated Tax (Expense) Benefit
|
Total
|
|||||||||||||||
Balance as of December 31, 2015
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
||||
Other comprehensive income before reclassifications
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|||||||||
Less: Amount of gain (loss) reclassified from AOCI
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
Net current period other comprehensive income
|
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
|||||||||
Balance as of December 31, 2016
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
(
|
)
|
Details about AOCI Components
|
|
Affected Line Item in the Statement of Income
|
Amount of Gain (Loss)
Reclassified from AOCI
|
|||||||
2017
|
2016
|
|||||||||
Gains (losses) on cash flow hedges - foreign exchange contracts
|
Net Revenues
|
$
|
(
|
)
|
$
|
|
|
|||
Cost of net revenues
|
|
|
|
|
||||||
Sales and marketing
|
|
|
|
|
||||||
Product development
|
|
|
|
|
||||||
General and administrative
|
|
|
|
|
||||||
Interest and other, net
|
|
|
|
|
||||||
Total, from continuing operations before income taxes
|
|
|
|
|
||||||
Income tax provision
|
|
|
|
|
||||||
Total, from continuing operations net of income taxes
|
|
|
|
|
||||||
Total, from discontinued operations net of income taxes
|
|
|
|
|
||||||
Total, net of income taxes
|
|
|
|
|
||||||
Unrealized gains (losses) on investments
|
Interest and other, net
|
|
|
|
|
|||||
Total, before income taxes
|
|
|
|
|
||||||
Income tax provision
|
|
|
(
|
)
|
||||||
Total, net of income taxes
|
|
|
|
|
||||||
Total reclassifications for the period
|
Total, net of income taxes
|
$
|
|
|
$
|
|
|
Quarter Ended
|
|||||||||||||||
March 31
|
June 30
|
September 30
|
December 31
|
||||||||||||
2017
|
|||||||||||||||
Net revenues
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Gross profit
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Income from continuing operations
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
|||
Income (loss) from discontinued operations, net of income taxes
|
|
|
|
|
|
|
(
|
)
|
|||||||
Net income (loss)
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
|||
Income (loss) per share - basic:
|
|||||||||||||||
Continuing operations
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
|||
Discontinued operations
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss) per share - basic
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
|||
Income (loss) per share - diluted:
|
|||||||||||||||
Continuing operations
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
|||
Discontinued operations
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss) per share - diluted
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
|||
Weighted-average shares:
|
|||||||||||||||
Basic
|
|
|
|
|
|
|
|
|
|||||||
Diluted
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|||||||||||||||
March 31
|
June 30
|
September 30
|
December 31
|
||||||||||||
2016
|
|||||||||||||||
Net revenues
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Gross profit
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Income (loss) from continuing operations
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Income from discontinued operations, net of income taxes
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||
Net income
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Income per share - basic:
|
|||||||||||||||
Continuing operations
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Discontinued operations
|
|
|
|
|
|
|
(
|
)
|
|||||||
Net income (loss) per share - basic
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Income (loss) per share - diluted:
|
|||||||||||||||
Continuing operations
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Discontinued operations
|
|
|
|
|
|
|
(
|
)
|
|||||||
Net income (loss) per share - diluted
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|||
Weighted-average shares:
|
|||||||||||||||
Basic
|
|
|
|
|
|
|
|
|
|||||||
Diluted
|
|
|
|
|
|
|
|
|
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, 2015
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
Year Ended December 31, 2017
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
Allowance for Transaction Losses
|
|||||||||||||||||||
Year Ended December 31, 2015
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
(
|
)
|
|
|
|||||||||
Year Ended December 31, 2017
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
||||
Tax Valuation Allowance
|
|||||||||||||||||||
Year Ended December 31, 2015
|
$
|
|
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
||||
Year Ended December 31, 2016
|
|
|
(
|
)
|
|
|
|
|
|
|
|||||||||
Year Ended December 31, 2017
|
$
|
|
|
$
|
(
|
)
|
$
|
|
|
$
|
|
|
$
|
|
|
No.
|
|
Exhibit Description
|
|
Filed with
this 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|||
2.01
|
8-K
|
000-24821
|
6/30/2015
|
|||||||
3.01
|
|
|
|
8-K
|
|
000-24821
|
|
4/27/2012
|
||
3.02
|
|
|
|
8-K
|
|
001-37713
|
|
3/18/2016
|
||
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
|
||||||||||
4.07
|
||||||||||
4.08
|
8-K
|
000-24821
|
7/28/2014
|
|||||||
4.09
|
8-K
|
000-24821
|
2/29/2016
|
|||||||
4.10
|
8-K
|
001-37713
|
3/9/2016
|
|||||||
4.11
|
8-K
|
001-37713
|
6/6/2017
|
|||||||
4.12
|
8-K
|
001-37713
|
6/6/2017
|
|||||||
4.13
|
8-K
|
001-37713
|
6/6/2017
|
|||||||
4.14
|
8-K
|
001-37713
|
6/6/2017
|
|||||||
4.15
|
8-K
|
001-37713
|
6/6/2017
|
|||||||
10.01+
|
|
|
|
S-1
|
|
333-59097
|
|
7/15/1998
|
||
10.02+
|
|
|
|
10-Q
|
|
000-24821
|
|
7/27/2007
|
||
10.03+
|
|
|
|
10-Q
|
|
000-24821
|
|
7/27/2007
|
||
10.04+
|
|
|
|
10-Q
|
|
000-24821
|
|
10/27/2004
|
||
10.05+
|
|
|
|
10-K
|
|
000-24821
|
|
2/28/2007
|
No.
|
|
Exhibit Description
|
|
Filed with
this 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|||
10.06+
|
|
|
|
10-K
|
|
000-24821
|
|
2/28/2007
|
||
10.07+
|
|
|
|
10-Q
|
|
000-24821
|
|
10/27/2004
|
||
10.08+
|
|
|
|
10-K
|
|
000-24821
|
|
2/28/2007
|
||
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/A
|
|
000-24821
|
|
4/24/2008
|
||
10.14+
|
|
|
|
8-K
|
|
001-37713
|
4/27/2016
|
|||
10.15+
|
|
|
|
10-Q
|
|
000-24821
|
|
7/29/2009
|
||
10.16+
|
10-Q
|
000-24821
|
7/19/2012
|
|||||||
10.17+
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|||||
10.18+
|
10-Q
|
000-24821
|
7/19/2012
|
|||||||
10.19+
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|||||
10.20+
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|||||
10.21+
|
10-Q
|
|
000-24821
|
|
7/19/2012
|
|||||
10.22+
|
|
|
|
8-K
|
|
000-24821
|
|
6/25/2008
|
||
10.23+
|
|
|
|
8-K
|
|
000-24821
|
|
5/5/2015
|
||
10.24+
|
|
|
10-Q
|
000-24821
|
7/19/2012
|
|||||
10.25+
|
|
|
|
8-K
|
|
000-24821
|
|
12/20/2007
|
||
10.26+
|
||||||||||
10.27+
|
10-Q
|
000-24821
|
7/19/2012
|
|||||||
10.28+
|
10-Q
|
000-24821
|
7/19/2012
|
|||||||
No.
|
|
Exhibit Description
|
|
Filed with
this 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|||
10.29+
|
||||||||||
10.30+
|
10-Q
|
000-24821
|
7/19/2012
|
|||||||
10.31+
|
10-Q
|
000-24821
|
7/22/2011
|
|||||||
10.32+
|
DEF 14A
|
000-24821
|
3/19/2012
|
|||||||
10.33+
|
8-K
|
000-24821
|
9/6/2011
|
|||||||
10.34
|
8-K
|
000-24821
|
11/12/2015
|
|||||||
10.35+
|
10-Q
|
000-24821
|
4/19/2013
|
|||||||
10.36+
|
10-Q
|
000-24821
|
4/19/2013
|
|||||||
10.37+
|
10-Q
|
000-24821
|
4/19/2013
|
|||||||
10.38+
|
10-Q
|
000-24821
|
4/19/2013
|
|||||||
10.39+
|
10-Q
|
000-24821
|
7/18/2014
|
|||||||
10.40+
|
10-Q
|
000-24821
|
7/18/2014
|
|||||||
10.41+
|
10-Q
|
001-37713
|
4/27/2016
|
|||||||
10.42+
|
10-Q
|
001-37713
|
7/21/2016
|
|||||||
10.43+
|
10-Q
|
001-37713
|
7/21/2016
|
|||||||
10.44+
|
10-Q
|
000-24821
|
10/16/2014
|
|||||||
10.45+
|
10-K
|
000-24821
|
2/6/2015
|
|||||||
10.46+
|
8-K
|
000-24821
|
1/23/2015
|
|||||||
10.47+
|
10-Q
|
001-37713
|
4/27/2016
|
|||||||
10.48+
|
10-Q
|
001-37713
|
4/27/2016
|
|||||||
No.
|
|
Exhibit Description
|
|
Filed with
this 10-K
|
|
Incorporated by Reference
|
||||
|
|
|
Form
|
|
File No.
|
|
Date Filed
|
|||
10.49
|
10-Q
|
001-37713
|
7/21/2016
|
|||||||
10.50
|
8-K
|
000-24821
|
7/20/2015
|
|||||||
10.51
|
8-K
|
000-24821
|
7/20/2015
|
|||||||
10.52
|
8-K
|
000-24821
|
7/20/2015
|
|||||||
10.53+
|
8-K
|
000-24821
|
7/20/2015
|
|||||||
10.54
|
8-K
|
000-24821
|
7/20/2015
|
|||||||
10.55+
|
10-Q
|
000-24821
|
7/21/2015
|
|||||||
10.56+
|
10-Q
|
001-37713
|
4/27/2016
|
|||||||
10.57+
|
10-Q
|
001-37713
|
4/27/2016
|
|||||||
10.58+
|
10-Q
|
001-37713
|
4/20/2017
|
|||||||
12.01
|
|
|
X
|
|
|
|
||||
21.01
|
|
|
X
|
|
|
|
||||
23.01
|
|
|
X
|
|
|
|
||||
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
|
|
X
|
|
|
|
|||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
X
|
|
|
|
|||
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
X
|
|
|
|
|||
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
X
|
|
|
|
|||
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
X
|
|
|
|
|||
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
X
|
|
|
|
+
|
Indicates a management contract or compensatory plan or arrangement
|
eBay Inc.
|
||
By:
|
/s/ Devin N. Wenig
|
|
Devin N. Wenig
|
||
President and Chief Executive Officer
|
Principal Executive Officer:
|
Principal Financial Officer:
|
|||
By:
|
/s/ Devin N. Wenig
|
By:
|
/s/ Scott F. Schenkel
|
|
Devin N. Wenig
|
Scott F. Schenkel
|
|||
President and Chief Executive Officer
|
Senior Vice President, 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/ Edward W. Barnholt
|
|
Fred D. Anderson
|
Edward W. Barnholt
|
|||
Director
|
Director
|
|||
By:
|
/s/ Anthony J. Bates
|
By:
|
/s/ Adriane Brown
|
|
Anthony J. Bates
|
Adriane Brown
|
|||
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/ Paul S. Pressler
|
By:
|
/s/ Robert H. Swan
|
|
Paul S. Pressler
|
Robert H. Swan
|
|||
Director
|
Director
|
|||
By:
|
/s/ Perry M. Traquina
|
|||
Perry M. Traquina
|
||||
Director
|
||||