Price Graph
Price
Yield
These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Form 10-Q
|
|
|
|
[x]
|
QUARTERLY 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
|
|
|
|
|
|
|
eBay Inc.
|
|
|
(Exact name of registrant as specified in its charter)
|
||
|
|
|
|
|
Delaware
|
77-0430924
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
|
|
|
|
2065 Hamilton Avenue
San Jose, California
|
95125
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
|
|
|
Large accelerated filer
|
[x]
|
|
Accelerated filer
|
[ ]
|
|
Non-accelerated filer
|
[ ]
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
[ ]
|
|
|
|
Item 1:
|
Financial Statements
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
|
|
(In millions, except par value amounts)
|
||||||
|
|
(Unaudited)
|
||||||
|
ASSETS
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
6,530
|
|
|
$
|
6,817
|
|
|
Short-term investments
|
2,872
|
|
|
2,591
|
|
||
|
Accounts receivable, net
|
743
|
|
|
822
|
|
||
|
Loans and interest receivable, net
|
2,150
|
|
|
2,160
|
|
||
|
Funds receivable and customer accounts
|
8,897
|
|
|
8,094
|
|
||
|
Other current assets
|
1,144
|
|
|
914
|
|
||
|
Total current assets
|
22,336
|
|
|
21,398
|
|
||
|
Long-term investments
|
3,172
|
|
|
3,044
|
|
||
|
Property and equipment, net
|
2,575
|
|
|
2,491
|
|
||
|
Goodwill
|
8,455
|
|
|
8,537
|
|
||
|
Intangible assets, net
|
1,023
|
|
|
1,128
|
|
||
|
Other assets
|
439
|
|
|
476
|
|
||
|
Total assets
|
$
|
38,000
|
|
|
$
|
37,074
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
|
|
||
|
Short-term debt
|
$
|
411
|
|
|
$
|
413
|
|
|
Accounts payable
|
308
|
|
|
301
|
|
||
|
Funds payable and amounts due to customers
|
8,897
|
|
|
8,094
|
|
||
|
Accrued expenses and other current liabilities
|
1,885
|
|
|
1,916
|
|
||
|
Deferred revenue
|
149
|
|
|
137
|
|
||
|
Income taxes payable
|
70
|
|
|
63
|
|
||
|
Total current liabilities
|
11,720
|
|
|
10,924
|
|
||
|
Deferred and other tax liabilities, net
|
832
|
|
|
972
|
|
||
|
Long-term debt
|
4,105
|
|
|
4,106
|
|
||
|
Other liabilities
|
231
|
|
|
207
|
|
||
|
Total liabilities
|
16,888
|
|
|
16,209
|
|
||
|
Commitments and contingencies (Note 8)
|
|
|
|
|
|||
|
Stockholders' equity:
|
|
|
|
||||
|
Common stock, $0.001 par value; 3,580 shares authorized; 1,295 and 1,294 shares outstanding
|
2
|
|
|
2
|
|
||
|
Additional paid-in capital
|
12,240
|
|
|
12,062
|
|
||
|
Treasury stock at cost, 279 and 271 shares
|
(8,529
|
)
|
|
(8,053
|
)
|
||
|
Retained earnings
|
16,675
|
|
|
15,998
|
|
||
|
Accumulated other comprehensive income
|
724
|
|
|
856
|
|
||
|
Total stockholders' equity
|
21,112
|
|
|
20,865
|
|
||
|
Total liabilities and stockholders' equity
|
$
|
38,000
|
|
|
$
|
37,074
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions, except per share amounts)
|
||||||
|
|
(Unaudited)
|
||||||
|
Net revenues
|
$
|
3,748
|
|
|
$
|
3,277
|
|
|
Cost of net revenues
|
1,152
|
|
|
983
|
|
||
|
Gross profit
|
2,596
|
|
|
2,294
|
|
||
|
Operating expenses:
|
|
|
|
||||
|
Sales and marketing
|
697
|
|
|
677
|
|
||
|
Product development
|
434
|
|
|
374
|
|
||
|
General and administrative
|
408
|
|
|
372
|
|
||
|
Provision for transaction and loan losses
|
175
|
|
|
134
|
|
||
|
Amortization of acquired intangible assets
|
82
|
|
|
84
|
|
||
|
Total operating expenses
|
1,796
|
|
|
1,641
|
|
||
|
Income from operations
|
800
|
|
|
653
|
|
||
|
Interest and other, net
|
9
|
|
|
31
|
|
||
|
Income before income taxes
|
809
|
|
|
684
|
|
||
|
Provision for income taxes
|
(132
|
)
|
|
(114
|
)
|
||
|
Net income
|
$
|
677
|
|
|
$
|
570
|
|
|
Net income per share:
|
|
|
|
||||
|
Basic
|
$
|
0.52
|
|
|
$
|
0.44
|
|
|
Diluted
|
$
|
0.51
|
|
|
$
|
0.44
|
|
|
Weighted average shares:
|
|
|
|
||||
|
Basic
|
1,295
|
|
|
1,288
|
|
||
|
Diluted
|
1,319
|
|
|
1,308
|
|
||
|
|
Three Months Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
|
|
(Unaudited)
|
||||||
|
Net income
|
$
|
677
|
|
|
$
|
570
|
|
|
Other comprehensive income (loss), net of reclassification adjustments:
|
|
|
|
||||
|
Foreign currency translation
|
(301
|
)
|
|
218
|
|
||
|
Unrealized gains (losses) on investments, net
|
140
|
|
|
217
|
|
||
|
Tax (expense) benefit on unrealized gains (losses) on investments, net
|
(54
|
)
|
|
(62
|
)
|
||
|
Unrealized gains (losses) on hedging activities, net
|
86
|
|
|
(59
|
)
|
||
|
Tax (expense) benefit on unrealized gains (losses) on hedging activities, net
|
(3
|
)
|
|
1
|
|
||
|
Other comprehensive income (loss), net tax
|
(132
|
)
|
|
315
|
|
||
|
Comprehensive income
|
$
|
545
|
|
|
$
|
885
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
|
|
(Unaudited)
|
||||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income
|
$
|
677
|
|
|
$
|
570
|
|
|
Adjustments:
|
|
|
|
||||
|
Provision for transaction and loan losses
|
175
|
|
|
134
|
|
||
|
Depreciation and amortization
|
329
|
|
|
281
|
|
||
|
Stock-based compensation
|
111
|
|
|
111
|
|
||
|
Changes in assets and liabilities, net of acquisition effects
|
(355
|
)
|
|
(565
|
)
|
||
|
Net cash provided by operating activities
|
937
|
|
|
531
|
|
||
|
Cash flows from investing activities:
|
|
|
|
|
|
||
|
Purchases of property and equipment
|
(299
|
)
|
|
(242
|
)
|
||
|
Changes in principal loans receivable, net
|
(29
|
)
|
|
(35
|
)
|
||
|
Purchases of investments
|
(1,426
|
)
|
|
(1,016
|
)
|
||
|
Maturities and sales of investments
|
1,048
|
|
|
408
|
|
||
|
Acquisitions, net of cash acquired
|
(8
|
)
|
|
(3
|
)
|
||
|
Other
|
(5
|
)
|
|
(5
|
)
|
||
|
Net cash used in investing activities
|
(719
|
)
|
|
(893
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
|
|
||
|
Proceeds from issuance of common stock
|
102
|
|
|
85
|
|
||
|
Repurchases of common stock
|
(476
|
)
|
|
(240
|
)
|
||
|
Excess tax benefits from stock-based compensation
|
116
|
|
|
54
|
|
||
|
Tax withholdings related to net share settlements of restricted stock awards and units
|
(153
|
)
|
|
(118
|
)
|
||
|
Funds receivable and customer accounts
|
(803
|
)
|
|
(373
|
)
|
||
|
Funds payable and amounts due to customers
|
803
|
|
|
373
|
|
||
|
Net cash provided by (used in) financing activities
|
(411
|
)
|
|
(219
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
(94
|
)
|
|
54
|
|
||
|
Net increase (decrease) in cash and cash equivalents
|
(287
|
)
|
|
(527
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
6,817
|
|
|
4,691
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
6,530
|
|
|
$
|
4,164
|
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
||
|
Cash paid for interest
|
$
|
34
|
|
|
$
|
—
|
|
|
Cash paid for income taxes
|
$
|
40
|
|
|
$
|
432
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions, except per share amounts)
|
||||||
|
Numerator:
|
|
|
|
||||
|
Net income
|
$
|
677
|
|
|
$
|
570
|
|
|
Denominator:
|
|
|
|
||||
|
Weighted average common shares - basic
|
1,295
|
|
|
1,288
|
|
||
|
Dilutive effect of equity incentive plans
|
24
|
|
|
20
|
|
||
|
Weighted average common shares - diluted
|
1,319
|
|
|
1,308
|
|
||
|
Net income per share:
|
|
|
|
||||
|
Basic
|
$
|
0.52
|
|
|
$
|
0.44
|
|
|
Diluted
|
$
|
0.51
|
|
|
$
|
0.44
|
|
|
Common stock equivalents excluded from income per diluted share because their effect would have been anti-dilutive
|
1
|
|
|
14
|
|
||
|
|
December 31,
2012 |
|
Goodwill
Acquired
|
|
Adjustments
|
|
March 31,
2013 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Reportable segments:
|
|
|
|
|
|
|
|
||||||||
|
Marketplaces
|
$
|
4,732
|
|
|
$
|
—
|
|
|
$
|
(85
|
)
|
|
$
|
4,647
|
|
|
Payments
|
2,519
|
|
|
4
|
|
|
(1
|
)
|
|
2,522
|
|
||||
|
GSI
|
1,239
|
|
|
—
|
|
|
—
|
|
|
1,239
|
|
||||
|
Corporate and other
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
||||
|
|
$
|
8,537
|
|
|
$
|
4
|
|
|
$
|
(86
|
)
|
|
$
|
8,455
|
|
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Useful Life (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Useful Life (Years)
|
||||||||||||
|
|
(In millions, except years)
|
||||||||||||||||||||||||||
|
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Customer lists and user base
|
$
|
1,632
|
|
|
$
|
(1,037
|
)
|
|
$
|
595
|
|
|
5
|
|
$
|
1,644
|
|
|
$
|
(991
|
)
|
|
$
|
653
|
|
|
5
|
|
Trademarks and trade names
|
726
|
|
|
(581
|
)
|
|
145
|
|
|
5
|
|
743
|
|
|
(569
|
)
|
|
174
|
|
|
5
|
||||||
|
Developed technologies
|
525
|
|
|
(338
|
)
|
|
187
|
|
|
4
|
|
525
|
|
|
(322
|
)
|
|
203
|
|
|
4
|
||||||
|
All other
|
257
|
|
|
(161
|
)
|
|
96
|
|
|
4
|
|
252
|
|
|
(154
|
)
|
|
98
|
|
|
4
|
||||||
|
|
$
|
3,140
|
|
|
$
|
(2,117
|
)
|
|
$
|
1,023
|
|
|
|
|
$
|
3,164
|
|
|
$
|
(2,036
|
)
|
|
$
|
1,128
|
|
|
|
|
•
|
results of operations of various initiatives which support all of our reportable segments;
|
|
•
|
corporate management costs, such as human resources, finance and legal, not allocated to our segments;
|
|
•
|
amortization of intangible assets;
|
|
•
|
restructuring charges; and
|
|
•
|
stock based compensation expense.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
|
Net Revenue
|
|
|
|
||||
|
Marketplaces
|
|
|
|
||||
|
Net transaction revenues
|
$
|
1,608
|
|
|
$
|
1,425
|
|
|
Marketing services and other revenues
|
349
|
|
|
303
|
|
||
|
|
1,957
|
|
|
1,728
|
|
||
|
Payments
|
|
|
|
||||
|
Net transaction revenues
|
1,435
|
|
|
1,216
|
|
||
|
Marketing services and other revenues
|
113
|
|
|
93
|
|
||
|
|
1,548
|
|
|
1,309
|
|
||
|
GSI
|
|
|
|
||||
|
Net transaction revenues
|
186
|
|
|
182
|
|
||
|
Marketing services and other revenues
|
50
|
|
|
55
|
|
||
|
|
236
|
|
|
237
|
|
||
|
Corporate and other
|
|
|
|
||||
|
Marketing services and other revenues
|
12
|
|
|
6
|
|
||
|
|
|
|
|
||||
|
Elimination of inter-segment net revenue
(1)
|
(5
|
)
|
|
(3
|
)
|
||
|
Total consolidated net revenue
|
$
|
3,748
|
|
|
$
|
3,277
|
|
|
|
|
|
|
||||
|
Operating income (loss)
|
|
|
|
||||
|
Marketplaces
|
$
|
823
|
|
|
$
|
669
|
|
|
Payments
|
374
|
|
|
345
|
|
||
|
GSI
|
7
|
|
|
23
|
|
||
|
Corporate and other
|
(404
|
)
|
|
(384
|
)
|
||
|
Total operating income (loss)
|
$
|
800
|
|
|
$
|
653
|
|
|
Description
|
|
Balance as of
March 31, 2013
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
|
|
|
(In millions)
|
||||||||||
|
Assets:
|
|
|
|
|
|
|
||||||
|
Cash and cash equivalents
|
|
$
|
6,530
|
|
|
$
|
5,295
|
|
|
$
|
1,235
|
|
|
Short-term investments:
|
|
|
|
|
|
|
||||||
|
Restricted cash
|
|
14
|
|
|
14
|
|
|
—
|
|
|||
|
Corporate debt securities
|
|
1,678
|
|
|
—
|
|
|
1,678
|
|
|||
|
Government and agency securities
|
|
40
|
|
|
—
|
|
|
40
|
|
|||
|
Time deposits
|
|
355
|
|
|
—
|
|
|
355
|
|
|||
|
Equity instruments
|
|
785
|
|
|
785
|
|
|
—
|
|
|||
|
Total short-term investments
|
|
2,872
|
|
|
799
|
|
|
2,073
|
|
|||
|
Funds receivable and customer accounts
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||
|
Derivatives
|
|
100
|
|
|
—
|
|
|
100
|
|
|||
|
Long-term investments:
|
|
|
|
|
|
|
||||||
|
Corporate debt securities
|
|
2,830
|
|
|
—
|
|
|
2,830
|
|
|||
|
Government and agency securities
|
|
19
|
|
|
—
|
|
|
19
|
|
|||
|
Total long-term investments
|
|
2,849
|
|
|
—
|
|
|
2,849
|
|
|||
|
Total financial assets
|
|
$
|
14,851
|
|
|
$
|
6,094
|
|
|
$
|
8,757
|
|
|
|
|
|
|
|
|
|
||||||
|
Liabilities:
|
|
|
|
|
|
|
||||||
|
Derivatives
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
67
|
|
|
Description
|
|
Balance as of
December 31, 2012
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
||||||
|
|
|
(In millions)
|
||||||||||
|
Assets:
|
|
|
|
|
|
|
||||||
|
Cash and cash equivalents
|
|
$
|
6,817
|
|
|
$
|
5,685
|
|
|
$
|
1,132
|
|
|
Short-term investments:
|
|
|
|
|
|
|
||||||
|
Restricted cash
|
|
15
|
|
|
15
|
|
|
—
|
|
|||
|
Corporate debt securities
|
|
1,153
|
|
|
—
|
|
|
1,153
|
|
|||
|
Government and agency securities
|
|
20
|
|
|
—
|
|
|
20
|
|
|||
|
Time deposits
|
|
765
|
|
|
—
|
|
|
765
|
|
|||
|
Equity instruments
|
|
638
|
|
|
638
|
|
|
—
|
|
|||
|
Total short-term investments
|
|
2,591
|
|
|
653
|
|
|
1,938
|
|
|||
|
Derivatives
|
|
55
|
|
|
—
|
|
|
55
|
|
|||
|
Long-term investments:
|
|
|
|
|
|
|
||||||
|
Corporate debt securities
|
|
2,669
|
|
|
—
|
|
|
2,669
|
|
|||
|
Government and agency securities
|
|
42
|
|
|
—
|
|
|
42
|
|
|||
|
Total long-term investments
|
|
2,711
|
|
|
—
|
|
|
2,711
|
|
|||
|
Total financial assets
|
|
$
|
12,174
|
|
|
$
|
6,338
|
|
|
$
|
5,836
|
|
|
|
|
|
|
|
|
|
||||||
|
Liabilities:
|
|
|
|
|
|
|
||||||
|
Derivatives
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
86
|
|
|
|
Derivative Assets Reported in Other Current Assets
|
|
Derivative Liabilities Reported in Other Current Liabilities
|
||||||||||||
|
|
March 31,
2013 |
|
December 31,
2012 |
|
March 31,
2013 |
|
December 31,
2012 |
||||||||
|
|
(In millions)
|
||||||||||||||
|
Foreign exchange contracts designated as cash flow hedges
|
$
|
46
|
|
|
$
|
1
|
|
|
$
|
15
|
|
|
$
|
56
|
|
|
Foreign exchange contracts not designated as hedging instruments
|
43
|
|
|
43
|
|
|
52
|
|
|
30
|
|
||||
|
Other contracts not designated as hedging instruments
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
|
Total fair value of derivative instruments
|
$
|
100
|
|
|
$
|
55
|
|
|
$
|
67
|
|
|
$
|
86
|
|
|
|
December 31, 2012
|
|
Amount of gain (loss)
recognized in other
comprehensive income
(effective portion)
|
|
Amount of gain (loss)
reclassified from
accumulated other
comprehensive income
to net revenue and operating expense
(effective portion)
|
|
March 31, 2013
|
||||||||
|
|
(In millions)
|
||||||||||||||
|
Foreign exchange contracts designated as cash flow hedges
|
$
|
(55
|
)
|
|
$
|
82
|
|
|
$
|
(4
|
)
|
|
$
|
31
|
|
|
|
December 31, 2011
|
|
Amount of gain (loss)
recognized in other
comprehensive income
(effective portion)
|
|
Amount of gain (loss)
reclassified from
accumulated other
comprehensive income
to net revenue and operating expense
(effective portion)
|
|
March 31, 2012
|
||||||||
|
|
(In millions)
|
||||||||||||||
|
Foreign exchange contracts designated as cash flow hedges
|
$
|
72
|
|
|
$
|
(36
|
)
|
|
$
|
23
|
|
|
$
|
13
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
|
Foreign exchange contracts designated as cash flow hedges recognized in net revenues
|
$
|
—
|
|
|
$
|
12
|
|
|
Foreign exchange contracts designated as cash flow hedges recognized in operating expenses
|
(4
|
)
|
|
5
|
|
||
|
Foreign exchange contracts not designated as hedging instruments recognized in interest and other, net
|
4
|
|
|
3
|
|
||
|
Other contracts not designated as hedging instruments recognized in interest and other, net
|
—
|
|
|
4
|
|
||
|
Total gain (loss) recognized from derivative contracts in the condensed consolidated statement of income
|
$
|
—
|
|
|
$
|
24
|
|
|
|
Coupon
|
|
Carrying Value as of
|
Effective
|
|
Carrying Value as of
|
Effective
|
|||||||
|
|
Rate
|
|
March 31, 2013
|
Interest Rate
|
|
December 31, 2012
|
Interest Rate
|
|||||||
|
|
(In millions, except percentages)
|
|||||||||||||
|
Long-Term Debt
|
|
|
|
|
|
|
|
|||||||
|
Senior notes due 2015
|
1.625
|
%
|
|
$
|
599
|
|
1.805
|
%
|
|
$
|
599
|
|
1.805
|
%
|
|
Senior notes due 2015
|
0.700
|
%
|
|
250
|
|
0.820
|
%
|
|
250
|
|
0.820
|
%
|
||
|
Senior notes due 2017
|
1.350
|
%
|
|
999
|
|
1.456
|
%
|
|
999
|
|
1.456
|
%
|
||
|
Senior notes due 2020
|
3.250
|
%
|
|
498
|
|
3.389
|
%
|
|
498
|
|
3.389
|
%
|
||
|
Senior notes due 2022
|
2.600
|
%
|
|
999
|
|
2.678
|
%
|
|
999
|
|
2.678
|
%
|
||
|
Senior notes due 2042
|
4.000
|
%
|
|
743
|
|
4.114
|
%
|
|
742
|
|
4.114
|
%
|
||
|
Total senior notes
|
|
|
4,088
|
|
|
|
4,087
|
|
|
|||||
|
Notes payable
|
|
|
12
|
|
|
|
13
|
|
|
|||||
|
Capital lease obligations
|
|
|
5
|
|
|
|
6
|
|
|
|||||
|
Total long-term debt
|
|
|
$
|
4,105
|
|
|
|
$
|
4,106
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
|
Short-Term Debt
|
|
|
|
|
|
|
|
|||||||
|
Senior notes due 2013
|
0.875
|
%
|
|
$
|
400
|
|
1.078
|
%
|
|
$
|
400
|
|
1.078
|
%
|
|
Notes payable
|
|
|
2
|
|
|
|
2
|
|
|
|||||
|
Capital lease obligations
|
|
|
9
|
|
|
|
11
|
|
|
|||||
|
Total short-term debt
|
|
|
411
|
|
|
|
413
|
|
|
|||||
|
Total Debt
|
|
|
$
|
4,516
|
|
|
|
$
|
4,519
|
|
|
|||
|
|
March 31, 2013
|
||
|
|
(In millions)
|
||
|
Gross capital lease obligations
|
$
|
15
|
|
|
Imputed interest
|
(1
|
)
|
|
|
Total present value of future minimum capital lease payments
|
$
|
14
|
|
|
|
Shares Repurchased
|
|
Average Price per Share
|
|
Value of Shares Repurchased
|
|
Remaining Amount Authorized
|
|||||||
|
|
(In millions, except per share amounts)
|
|||||||||||||
|
Balance at January 1, 2013
|
—
|
|
|
$
|
51.89
|
|
|
$
|
17
|
|
|
$
|
1,983
|
|
|
Repurchase of common stock
|
9
|
|
|
55.94
|
|
|
476
|
|
|
(476
|
)
|
|||
|
Balance at March 31, 2013
|
9
|
|
|
$
|
55.79
|
|
|
$
|
493
|
|
|
$
|
1,507
|
|
|
|
Options
|
|
|
|
(In millions)
|
|
|
Outstanding at January 1, 2013
|
24
|
|
|
Granted and assumed
|
—
|
|
|
Exercised
|
(4
|
)
|
|
Forfeited/expired/canceled
|
—
|
|
|
Outstanding at March 31, 2013
|
20
|
|
|
|
Units
|
|
|
|
(In millions)
|
|
|
Outstanding at January 1, 2013
|
39
|
|
|
Awarded and assumed
|
1
|
|
|
Vested
|
(9
|
)
|
|
Forfeited
|
(1
|
)
|
|
Outstanding at March 31, 2013
|
30
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
|
Cost of net revenues
|
$
|
13
|
|
|
$
|
14
|
|
|
Sales and marketing
|
33
|
|
|
30
|
|
||
|
Product development
|
32
|
|
|
30
|
|
||
|
General and administrative
|
33
|
|
|
37
|
|
||
|
Total stock-based compensation expense
|
$
|
111
|
|
|
$
|
111
|
|
|
Capitalized in product development
|
$
|
3
|
|
|
$
|
7
|
|
|
|
Three Months Ended March 31,
|
||||
|
|
2013
|
|
2012
|
||
|
Risk-free interest rate
|
0.49
|
%
|
|
0.68
|
%
|
|
Expected life (in years)
|
3.8
|
|
|
3.7
|
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
Expected volatility
|
34
|
%
|
|
41
|
%
|
|
|
(In millions)
|
||
|
Gross amounts of unrecognized tax benefits as of January 1, 2013
|
$
|
340
|
|
|
Increases related to prior period tax positions
|
21
|
|
|
|
Decreases related to prior period tax positions
|
(5
|
)
|
|
|
Increases related to current period tax positions
|
10
|
|
|
|
Gross amounts of unrecognized tax benefits as of March 31, 2013
|
$
|
366
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
|
Balance as of January 1
|
$
|
101
|
|
|
$
|
59
|
|
|
Charge-offs
|
(51
|
)
|
|
(28
|
)
|
||
|
Recoveries
|
3
|
|
|
2
|
|
||
|
Provision
|
56
|
|
|
31
|
|
||
|
Balance as of March 31
|
$
|
109
|
|
|
$
|
64
|
|
|
|
Unrealized Gains (Losses) on Cash Flow Hedges
|
|
Unrealized
Gains on
Investments
|
|
Foreign
Currency
Translation
|
|
Estimated tax (expense) benefit
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
|
Beginning balance
|
$
|
(55
|
)
|
|
$
|
687
|
|
|
$
|
449
|
|
|
$
|
(225
|
)
|
|
$
|
856
|
|
|
Other comprehensive income before reclassifications
|
82
|
|
|
141
|
|
|
(301
|
)
|
|
(57
|
)
|
|
(135
|
)
|
|||||
|
Amounts reclassified from accumulated other comprehensive income
|
(4
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
|
Net current period other comprehensive income
|
86
|
|
|
140
|
|
|
(301
|
)
|
|
(57
|
)
|
|
(132
|
)
|
|||||
|
Ending balance
|
$
|
31
|
|
|
$
|
827
|
|
|
$
|
148
|
|
|
$
|
(282
|
)
|
|
$
|
724
|
|
|
Details about Accumulated Other Comprehensive
Income Components
|
|
Amount
Reclassified from
Accumulated Other
Comprehensive
Income
|
|
Affected Line Item in the Statement of Income
|
||
|
|
|
(In millions)
|
|
|
||
|
Gains (losses) on cash flow hedges - foreign exchange contracts
|
|
$
|
—
|
|
|
Net Revenues
|
|
|
|
(1
|
)
|
|
Sales and marketing
|
|
|
|
|
(2
|
)
|
|
Product development
|
|
|
|
|
(1
|
)
|
|
General and administrative
|
|
|
|
|
(4
|
)
|
|
Total, before income taxes
|
|
|
|
|
—
|
|
|
Provision for income taxes
|
|
|
|
|
(4
|
)
|
|
Total, net of income taxes
|
|
|
|
|
|
|
|
||
|
Unrealized gains on investments
|
|
1
|
|
|
Interest and other, net
|
|
|
|
|
—
|
|
|
Provision for income taxes
|
|
|
|
|
1
|
|
|
Total, before income taxes
|
|
|
|
|
—
|
|
|
Provision for income taxes
|
|
|
|
|
1
|
|
|
Total, net of income taxes
|
|
|
|
|
|
|
|
||
|
Total reclassifications for the period
|
|
$
|
(3
|
)
|
|
Total, net of income taxes
|
|
Item 2:
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions, except percentage changes)
|
||||||
|
Net Revenues by Type:
|
|
|
|
||||
|
Net transaction revenues
|
|
|
|
||||
|
Marketplaces
|
$
|
1,608
|
|
|
$
|
1,425
|
|
|
Payments
|
1,435
|
|
|
1,216
|
|
||
|
GSI
|
186
|
|
|
182
|
|
||
|
Total net transaction revenues
|
3,229
|
|
|
2,823
|
|
||
|
Marketing services and other revenues
|
|
|
|
||||
|
Marketplaces
|
349
|
|
|
303
|
|
||
|
Payments
|
113
|
|
|
93
|
|
||
|
GSI
|
50
|
|
|
55
|
|
||
|
Corporate and other
|
12
|
|
|
6
|
|
||
|
Total marketing services and other revenues
|
524
|
|
|
457
|
|
||
|
Elimination of inter-segment net revenue
(1)
|
(5
|
)
|
|
(3
|
)
|
||
|
Total net revenues
|
$
|
3,748
|
|
|
$
|
3,277
|
|
|
Net Revenues by Geography:
|
|
|
|
||||
|
U.S.
|
$
|
1,789
|
|
|
$
|
1,581
|
|
|
International
|
1,959
|
|
|
1,696
|
|
||
|
Total net revenues
|
$
|
3,748
|
|
|
$
|
3,277
|
|
|
|
|
(1)
|
Represents revenue generated between our reportable segments.
|
|
|
Three Months Ended March 31,
|
|
Percent
|
|||||||
|
|
2013
|
|
2012
|
|
Change
|
|||||
|
|
(In millions, except percentage changes)
|
|||||||||
|
Supplemental Operating Data:
|
|
|
|
|
|
|||||
|
Marketplaces Segment:
(1)
|
|
|
|
|
|
|||||
|
GMV excluding vehicles
(2)
|
$
|
18,326
|
|
|
$
|
16,206
|
|
|
13
|
%
|
|
GMV vehicles only
(3)
|
$
|
1,686
|
|
|
$
|
1,871
|
|
|
(10
|
)%
|
|
Total GMV
(4)
|
$
|
20,012
|
|
|
$
|
18,077
|
|
|
11
|
%
|
|
Payments Segment:
|
|
|
|
|
|
|||||
|
Merchant services net TPV
(5)
|
$
|
28,087
|
|
|
$
|
22,433
|
|
|
25
|
%
|
|
On eBay net TPV
(6)
|
$
|
12,953
|
|
|
$
|
11,424
|
|
|
13
|
%
|
|
Total net TPV
(7)
|
$
|
41,040
|
|
|
$
|
33,857
|
|
|
21
|
%
|
|
GSI Segment:
|
|
|
|
|
|
|||||
|
GeC Merchandise Sales
(8)
|
$
|
807
|
|
|
$
|
715
|
|
|
13
|
%
|
|
|
|
(1)
|
eBay's classifieds websites, brands4friends and Shopping.com are not included in these metrics.
|
|
(2)
|
Total value of all successfully closed items between users on our Marketplaces trading platforms during the period, regardless of whether the buyer and seller actually consummated the transaction, excluding vehicles GMV.
|
|
(3)
|
Total value of all successfully closed vehicle transactions between users on our Marketplaces trading platforms during the period, regardless of whether the buyer and seller actually consummated the transaction.
|
|
(4)
|
Total value of all successfully closed items between users on our Marketplaces trading platforms during the period, regardless of whether the buyer and seller actually consummated the transaction.
|
|
(5)
|
Total dollar volume of payments, net of payment reversals, successfully completed through our Payments networks, Bill Me Later accounts and Zong during the period, excluding PayPal's payment gateway business and payments for transactions on our Marketplaces and GSI platforms.
|
|
(6)
|
Total dollar volume of payments, net of payment reversals, successfully completed through our Payments networks and Bill Me Later accounts during the period for transactions on our Marketplaces and GSI platforms.
|
|
(7)
|
Total dollar volume of payments, net of payment reversals, successfully completed through our Payments networks, Bill Me Later accounts and Zong during the period, excluding PayPal's payment gateway business.
|
|
(8)
|
Represents the retail value of all sales transactions, inclusive of freight charges and net of allowance for returns and discounts, which flow through the GSI ecommerce services platform during the period, whether we record the full amount of such transaction as a product sale or a percentage of such transaction as a service fee.
|
|
|
Quarter Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(In millions, except percentage changes)
|
||||||||||||||
|
2011
(1)
|
|
|
|
|
|
|
|
||||||||
|
Net revenues
|
$
|
2,546
|
|
|
$
|
2,760
|
|
|
$
|
2,966
|
|
|
$
|
3,380
|
|
|
Percent change from prior quarter
|
2
|
%
|
|
8
|
%
|
|
7
|
%
|
|
14
|
%
|
||||
|
2012
|
|
|
|
|
|
|
|
||||||||
|
Net revenues
|
$
|
3,277
|
|
|
$
|
3,398
|
|
|
$
|
3,404
|
|
|
$
|
3,992
|
|
|
Percent change from prior quarter
|
(3
|
)%
|
|
4
|
%
|
|
—
|
%
|
|
17
|
%
|
||||
|
2013
|
|
|
|
|
|
|
|
||||||||
|
Net revenues
|
$
|
3,748
|
|
|
—
|
|
|
—
|
|
|
—
|
||||
|
Percent change from prior quarter
|
(6
|
)%
|
|
—
|
|
|
—
|
|
|
—
|
|||||
|
|
|
(1)
|
Net revenues attributable to the GSI segment are reflected from June 17, 2011 (the date the acquisition of GSI was completed).
|
|
|
Three Months Ended March 31,
|
|
Change from
First Quarter 2012 to First Quarter 2013 |
|||||||||||
|
|
2013
|
|
2012
|
|
in Dollars
|
|
in %
|
|||||||
|
|
(In millions, except percentages)
|
|||||||||||||
|
Cost of net revenues:
|
|
|||||||||||||
|
Marketplaces
|
$
|
356
|
|
|
$
|
299
|
|
|
$
|
57
|
|
|
19
|
%
|
|
As a percentage of total Marketplaces net revenues
|
18.2
|
%
|
|
17.3
|
%
|
|
|
|
|
|||||
|
Payments
|
617
|
|
|
515
|
|
|
102
|
|
|
20
|
%
|
|||
|
As a percentage of total Payments net revenues
|
39.9
|
%
|
|
39.3
|
%
|
|
|
|
|
|
||||
|
GSI
|
175
|
|
|
145
|
|
|
30
|
|
|
21
|
%
|
|||
|
As a percentage of total GSI net revenues
|
74.2
|
%
|
|
61.2
|
%
|
|
|
|
|
|||||
|
Corporate and other
|
4
|
|
|
24
|
|
|
(20
|
)
|
|
(83
|
)%
|
|||
|
Total cost of net revenues
|
$
|
1,152
|
|
|
$
|
983
|
|
|
$
|
169
|
|
|
17
|
%
|
|
As a percentage of net revenues
|
30.7
|
%
|
|
30.0
|
%
|
|
|
|
|
|
|
|||
|
|
Three Months Ended March 31,
|
|
Change from
First Quarter 2012 to First Quarter 2013 |
|||||||||||
|
|
2013
|
|
2012
|
|
in Dollars
|
|
in %
|
|||||||
|
|
(In millions, except percentage changes)
|
|||||||||||||
|
Sales and marketing
|
$
|
697
|
|
|
$
|
677
|
|
|
$
|
20
|
|
|
3
|
%
|
|
Product development
|
434
|
|
|
374
|
|
|
60
|
|
|
16
|
%
|
|||
|
General and administrative
|
408
|
|
|
372
|
|
|
36
|
|
|
10
|
%
|
|||
|
Provision for transaction and loan losses
|
175
|
|
|
134
|
|
|
41
|
|
|
31
|
%
|
|||
|
Amortization of acquired intangible assets
|
82
|
|
|
84
|
|
|
(2
|
)
|
|
(2
|
)%
|
|||
|
Interest and other, net
|
9
|
|
|
31
|
|
|
(22
|
)
|
|
(71
|
)%
|
|||
|
Provision for income taxes
|
(132
|
)
|
|
(114
|
)
|
|
(18
|
)
|
|
16
|
%
|
|||
|
|
Three Months Ended March 31,
|
||||
|
|
2013
|
|
2012
|
||
|
Sales and marketing
|
19
|
%
|
|
21
|
%
|
|
Product development
|
12
|
%
|
|
11
|
%
|
|
General and administrative
|
11
|
%
|
|
11
|
%
|
|
Provision for transaction and loan losses
|
5
|
%
|
|
4
|
%
|
|
Amortization of acquired intangible assets
|
2
|
%
|
|
3
|
%
|
|
Interest and other, net
|
—
|
%
|
|
1
|
%
|
|
Provision for income taxes
|
(4
|
)%
|
|
(3
|
)%
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
|
Net cash provided by (used in):
|
|
|
|
||||
|
Operating activities
|
$
|
937
|
|
|
$
|
531
|
|
|
Investing activities
|
(719
|
)
|
|
(893
|
)
|
||
|
Financing activities
|
(411
|
)
|
|
(219
|
)
|
||
|
Effect of exchange rates on cash and cash equivalents
|
(94
|
)
|
|
54
|
|
||
|
Net increase/(decrease) in cash and cash equivalents
|
$
|
(287
|
)
|
|
$
|
(527
|
)
|
|
Item 3:
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4:
|
Controls and Procedures
|
|
Item 1:
|
Legal Proceedings
|
|
Item 1A:
|
Risk Factors
|
|
•
|
general economic conditions, including the possibility of a prolonged period of limited economic growth or possible economic decline in the U.S. and Europe; adverse effects of the ongoing sovereign debt crisis in Europe, including increased Euro currency exchange rate volatility, the negative impact of the crisis and related austerity measures on European economic growth, potential negative spillover effects to the rest of the world, the “contagion” risk of the crisis spreading to additional countries in Europe, the possibility that one or more countries may leave the Euro zone and re-introduce their individual currencies, and, in more extreme circumstances, the possible dissolution of the Euro currency; the possibility of greater austerity in the U.S. due to, among other factors, automatic sequesters, failure to raise the “debt ceiling,” or other related actions (or failure to take actions) by the U.S. Congress and executive branch and, more generally, the impact of uncertainty regarding the fiscal policy of the U.S. government; disruptions to the credit and financial markets in Europe, the U.S., and elsewhere; contractions or limited growth in consumer spending or consumer credit; and adverse economic conditions that may be specific to the Internet, ecommerce and payments industries;
|
|
•
|
our ability to manage the rapid shift from online commerce and payments to mobile and multi-channel commerce and payments;
|
|
•
|
our ability to improve the quality of the user experience on our websites and through mobile devices (including our customer support in the event of a problem) to keep pace with the improved quality of the user experience generally offered by competitive platforms;
|
|
•
|
our ability to upgrade and develop our systems (including the migration to GSI's new technology platform and our need to “replatform” our base PayPal technology), infrastructure and customer service capabilities to accommodate growth and to improve the functionality and reliability of our websites and services at a reasonable cost while maintaining 24/7 operations;
|
|
•
|
the primary and secondary effects of previously announced and possible future changes to our pricing, products and policies, including, among other changes, restrictions or holds on payments made to certain sellers or in connection with certain transactions; changes to our dispute resolution process and buyer and seller protections; upgrades to eBay checkout services, including the introduction of an eBay shopping cart/basket that enables buyers to add items from multiple sellers and pay in a single checkout; changes to our fee structure; changes to the design, navigation and functionality of the eBay.com website, including a redesigned homepage, a new “eBay Feed” that allows users to establish a personalized feed of items on their homepage and the display of larger images and product information; changes to the checkout process, including the ability for users to connect their eBay and PayPal accounts more easily; new functionality for sellers to specify shipping, payment and return policies (collectively referred to as “business policies), which sellers will automatically be opted into beginning in mid-June 2013 and which will become mandatory in 2014; enforcement of new picture quality requirements for listed items starting in July 2013; and other products and features through which we are increasingly intermediating more aspects of transactions between buyers and sellers using our platforms;
|
|
•
|
our ability to retain an active user base, attract new users, and encourage existing users to list items for sale and purchase items through our websites and mobile platforms, or use our payment services, especially when consumer spending is weak;
|
|
•
|
consumer confidence in the safety and security of transactions using our websites and technology (including through mobile devices) and the effect of any changes in our practices and policies or of any events on such confidence;
|
|
•
|
the actions of our competitors, including the introduction of new stores, channels, sites, applications, services, products and functionality, or changes to the provision or prices of services important to our success, including interchange, Internet search and smartphone operating systems;
|
|
•
|
our ability to manage the costs of and administer our user protection programs;
|
|
•
|
our ability to comply with existing and new laws and regulations as we expand the range and geographical scope of our products and services and as we grow larger, including those laws and regulations discussed below under the caption “If our Payments business is found to be subject to or in violation of any laws or regulations, including those governing money transmission, electronic funds transfers, money laundering, terrorist financing, sanctions, consumer protection, banking and lending, it could be subject to liability, licensure and regulatory approval and may be forced to change its business practices”;
|
|
•
|
new laws or regulations (such as those that may stem from the proposed Anti-Counterfeiting Trade Agreement (ACTA) and Trans-Pacific Partnership Agreement (TPP), the European Consumer Rights Directive and the proposed revisions to the European Data Protection Directive) and interpretations of existing laws or regulations, including national court interpretations of the European Court of Justice's decision in the L'Oréal case (see “Item 1: Legal Proceedings” above), that impose liability on us for the actions of our users or otherwise harm our business models, especially as we become more actively involved in various aspects of transactions on our platforms;
|
|
•
|
regulatory and legal actions imposing obligations on our businesses or our users, including the injunction related to certain cosmetic and perfume brands (see “Item 1: Legal Proceedings” above);
|
|
•
|
the impact on PayPal or Bill Me Later of regulations enacted pursuant to new laws regulating financial institutions, including the Dodd-Frank Wall Street Reform and Consumer Protection Act in the U.S., or the Dodd-Frank Act;
|
|
•
|
our ability to manage the costs of compliance with existing and new laws and regulations that affect our businesses;
|
|
•
|
the volume, velocity, size, timing, monetization, and completion rates of transactions using our websites or technology;
|
|
•
|
our ability to reduce the loss of active buyers and sellers and increase activity of the users of our Marketplaces business, especially with respect to our top buyers and sellers, and increase activity of PayPal account holders, particularly in our merchant services business;
|
|
•
|
our ability to develop product enhancements, programs, and features on different platforms and mobile devices at a reasonable cost and in a timely manner, including our initiatives to make PayPal solutions available at the retail point of sale;
|
|
•
|
changes to our use of advertising on our sites;
|
|
•
|
the costs and results of litigation or regulatory actions that involve us;
|
|
•
|
technical difficulties or service interruptions involving our websites;
|
|
•
|
disruptions to services provided to us or our users by third parties;
|
|
•
|
our ability to manage the transaction loss rate in our Marketplaces, Payments and GSI ecommerce services businesses;
|
|
•
|
our ability to manage funding costs, credit risk and interest-rate risk associated with our Bill Me Later business;
|
|
•
|
our ability to successfully and cost-effectively integrate and manage businesses that we acquire;
|
|
•
|
the amount and timing of operating costs and capital expenditures relating to the maintenance and expansion of our businesses, operations and infrastructure;
|
|
•
|
our ability to comply with the requirements of entities whose services are required for our operations, such as payment card networks and banks;
|
|
•
|
the cost and availability of traditional and online advertising, and the success of our brand building and marketing campaigns;
|
|
•
|
our ability to attract new personnel in a timely and effective manner and to retain key employees;
|
|
•
|
the continued healthy operation of our technology suppliers and other parties with which we have commercial relations;
|
|
•
|
continued consumer acceptance of the Internet and of mobile devices as a medium for commerce and payments in the face of increasing publicity about data privacy issues, including breaches, fraud, spoofing, phishing, viruses, spyware, malware and other dangers; and
|
|
•
|
macroeconomic and geopolitical events affecting commerce generally.
|
|
•
|
strong local competitors;
|
|
•
|
regulatory requirements, including regulation of Internet and mobile services, auctioneering, professional selling, distance selling, privacy and data protection, banking and money transmitting, that may limit or prevent the offering of our services in some jurisdictions, prevent enforceable agreements between sellers and buyers, prohibit the listing of certain categories of goods, require product changes, require special licensure, subject us to various taxes, penalties or audits, or limit the transfer of information between us and our affiliates;
|
|
•
|
customs and duties, including the possibility of significant delays at the border due to customs inspections and the possibility that our services may be viewed as facilitating customs fraud by governmental authorities;
|
|
•
|
greater liability or legal uncertainty regarding our liability for the listings and other content provided by our users, including uncertainty as a result of unique local laws, conflicting court decisions and lack of clear precedent or applicable law;
|
|
•
|
risks associated with cross-border transactions, including those described under the risk factor caption “Any factors that reduce cross-border trade could harm our business,” above;
|
|
•
|
potentially higher incidence of fraud and corruption and higher credit and transaction loss risks;
|
|
•
|
cultural ambivalence towards, or non-acceptance of, trading or payments over the Internet or through mobile devices;
|
|
•
|
laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses;
|
|
•
|
difficulties in integrating with local payment providers, including banks, credit and debit card networks and electronic fund transfer systems;
|
|
•
|
differing levels of retail distribution, shipping and Internet and mobile infrastructures;
|
|
•
|
different employee/employer relationships and labor laws, and the existence of workers' councils and labor unions;
|
|
•
|
difficulties in staffing and managing foreign operations;
|
|
•
|
challenges associated with joint venture relationships and minority investments, including dependence on our joint venture partners;
|
|
•
|
difficulties in implementing and maintaining adequate internal controls;
|
|
•
|
longer payment cycles, different accounting practices and greater problems in collecting accounts receivable;
|
|
•
|
potentially adverse tax consequences, including local taxation of our fees or of transactions on our websites;
|
|
•
|
higher Internet service provider or mobile network operator costs;
|
|
•
|
differing intellectual property laws;
|
|
•
|
different and more stringent consumer protection, data protection, privacy and other laws;
|
|
•
|
seasonal reductions in business activity;
|
|
•
|
expenses associated with localizing our products and services, including offering customers the ability to transact business in the local currency and adapting our products and services to local preferences (e.g., payment methods) with which we may have limited or no experience;
|
|
•
|
foreign exchange rate fluctuations;
|
|
•
|
our ability to repatriate funds from abroad without adverse tax consequences;
|
|
•
|
the possibility that foreign governments may impose currency controls or other restrictions on the repatriation of funds;
|
|
•
|
volatility in a specific country's or region's political, economic or military conditions (e.g., in South Korea relating to North Korea); and
|
|
•
|
challenges associated with maintaining relationships with local law enforcement and related agencies.
|
|
•
|
the need to integrate the operations, systems (including accounting, management, information, human resource and other administrative systems), technologies, products and personnel of each acquired company, which is itself an inherently risky process; the inefficiencies and lack of control that may result if such integration is delayed or not implemented; and unforeseen difficulties and expenditures that may arise in connection with integration;
|
|
•
|
diversion of management time, as well as a shift of focus from operating the businesses to issues related to integration and administration, particularly given the number, size and varying scope of our recent acquisitions;
|
|
•
|
declining employee morale and retention issues resulting from changes in, or acceleration of, compensation, or changes in management, reporting relationships, future prospects, or the direction of the business;
|
|
•
|
the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition may have lacked such controls, procedures and policies;
|
|
•
|
risks associated with our expansion into new international markets and doing business internationally, including those described under the risk factor caption “There are many risks associated with our international operations” above;
|
|
•
|
difficulties in entering new markets where we have no or limited direct prior experience or where competitors may have stronger market positions;
|
|
•
|
in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;
|
|
•
|
the potential loss of key customers, vendors and other business partners of the companies we acquire following and continuing after announcement of our acquisition plans;
|
|
•
|
in some cases, the need to transition operations, users and customers onto our existing or new platforms;
|
|
•
|
liability for activities of the acquired company before the acquisition, including intellectual property and other litigation claims or disputes, violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities;
|
|
•
|
the potential loss of key employees following the acquisition;
|
|
•
|
the acquisition of new customer and employee personal information, which in and of itself may require regulatory approval and or additional controls, policies and procedures and subject us to additional exposure; and
|
|
•
|
for investments in which an investee's results of operations and financial condition are incorporated into our financial statements, either in full or in part, the dependence on the investee's accounting, financial reporting and similar systems, controls and processes.
|
|
•
|
ability to attract, retain and engage buyers and sellers;
|
|
•
|
volume of transactions and price and selection of goods;
|
|
•
|
trust in the seller and the transaction;
|
|
•
|
customer service; and
|
|
•
|
brand recognition.
|
|
•
|
community cohesion, interaction and size;
|
|
•
|
website or mobile platform and application ease-of-use and accessibility;
|
|
•
|
system reliability;
|
|
•
|
reliability of delivery and payment;
|
|
•
|
level of service fees; and
|
|
•
|
quality of search tools.
|
|
•
|
providers of traditional payment methods, particularly credit and debit cards, checks, money orders and Automated Clearing House transactions (these providers are primarily well-established banks);
|
|
•
|
providers of “digital wallets” which offer customers the ability to pay online or on mobile devices through a variety of payment methods, including Visa's V.me, MasterCard's MasterPass, American Express's Serve, Google Wallet and the recently announced Merchant Customer Exchange (MCX) initiative supported by Walmart, Target and other major U.S. retailers;
|
|
•
|
payment-card processors that offer their services to merchants, including Square, Chase Paymentech, First Data, Bank of America Merchant Services, WorldPay, Barclays Merchant Services, Global Payments, Inc., and Stripe, and payment gateways, including CyberSource and Authorize.net (both owned by Visa), Braintree and First Data;
|
|
•
|
Amazon Payments, which offers merchants the ability to accept credit card- and bank-funded payments from Amazon's base of online and mobile customers on the merchant's own website; and
|
|
•
|
providers of mobile payments, including ISIS in the U.S., Buyster in France, Mpass in Germany, Weve in the U.K., Boku, Venmo (acquired by Braintree) and Crandy, many of which are owned by or supported by major mobile carriers.
|
|
•
|
money remitters such as MoneyGram, Western Union, Global Payments, Inc. and Euronet;
|
|
•
|
bill payment services, including CheckFree, a subsidiary of Fiserv;
|
|
•
|
services that provide online merchants the ability to offer their customers the option of paying for purchases from their bank account or paying on credit, including ClearXchange (a joint venture among Wells Fargo, Bank of America and JP Morgan Chase), Western Union's WU Pay, Dwolla, Acculynk, TeleCheck (a subsidiary of First Data), iDEAL in the Netherlands, Sofortuberweisung in Germany and the recently-announced MyBank pan-European initiative;
|
|
•
|
issuers of stored value targeted at online payments, including NetSpend, Green Dot, PayNearMe and UKash;
|
|
•
|
international online payment-services providers such as AliPay, the PayU group of companies (owned by Naspers), PagSeguro, Bcash (owned by Naspers) and Klarna;
|
|
•
|
other providers of online account-based payments, such as Skrill, ClickandBuy (owned by Deutsche Telekom), Barclays Pingit in the U.K., Kwixo in France, and Paymate and Visa PayClick in Australia;
|
|
•
|
payment services targeting users of social networks and online gaming, often through billing to the consumer's mobile phone account, including PlaySpan (owned by Visa), Boku and Bango;
|
|
•
|
payment services enabling banks to offer their online banking customers the ability to send and receive payments through their bank account, including ZashPay from Fiserv and Popmoney from CashEdge (recently acquired by Fiserv), both of which have announced collaboration agreements with Visa;
|
|
•
|
online shopping services that provide special offers linked to a specific payment provider, such as Visa's RightCliq, MasterCard MarketPlace, TrialPay and Tapjoy; and
|
|
•
|
cash.
|
|
•
|
ability to attract, retain and engage both buyers and sellers with relatively low marketing expense;
|
|
•
|
ability to show that sellers will achieve incremental sales by offering PayPal;
|
|
•
|
security of transactions and the ability for buyers to use PayPal without sharing their financial information with the seller;
|
|
•
|
low fees and simplicity of fee structure;
|
|
•
|
ability to develop services across multiple commerce channels, including mobile payments and payments at the physical point of sale;
|
|
•
|
trust in PayPal's dispute resolution and buyer and seller protection programs;
|
|
•
|
customer service; and
|
|
•
|
brand recognition.
|
|
•
|
website and mobile platform and application onboarding, ease-of-use and accessibility;
|
|
•
|
system reliability;
|
|
•
|
data security; and
|
|
•
|
quality of developer tools such as our Application Programming Interfaces and Software Development Kits.
|
|
•
|
offering the choice of a complete integrated solution or a component-based solution;
|
|
•
|
promoting the client's brand and business, rather than our own;
|
|
•
|
providing scale and operating leverage with an enterprise focus;
|
|
•
|
establishing a commitment to invest in and enhance our platform; and
|
|
•
|
aligning our financial interests with those of our clients.
|
|
•
|
offering digital marketing solutions that are integrated with our ecommerce services platform, which we believe provides a more strategic, cohesive and optimized approach to growing ecommerce businesses; and
|
|
•
|
providing services that utilize proprietary technology to promote stronger customer engagement designed to increase clients' return on investment.
|
|
•
|
Technology Platforms
. We continue to focus on upgrading and developing our systems and infrastructure to accommodate the growth of our businesses and to improve the functionality and reliability of our websites and services at a reasonable cost while maintaining 24/7 operations. Risks associated with our failure to do so are described under the captions “If we are unable to cost-effectively upgrade and expand our websites, services and platforms, our business would suffer” and “Systems failures and resulting interruptions in the availability of our websites, applications, products or services could harm our business.”
|
|
•
|
Customer Account Billing
. Our revenues depend on prompt and accurate billing processes. Our failure to grow our transaction-processing capabilities to accommodate the increasing number of transactions that must be billed on our and our subsidiaries' websites would harm our business and our ability to collect revenue.
|
|
•
|
Customer Service
. We continue to focus on providing better and more efficient customer support to our users. We intend to provide an increased level of support (including an increasing amount of telephone support and supporting an increasing number of languages) in a cost-effective manner. If we are unable to provide customer support in a cost-effective manner, users of our products and services may have negative experiences, current and future revenues could suffer, our costs may increase and our operating margins may decrease.
|
|
•
|
we will be required to use cash to pay the principal of and interest on our indebtedness;
|
|
•
|
our indebtedness and leverage may increase our vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure;
|
|
•
|
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 and other general corporate and other purposes may be limited; and
|
|
•
|
our flexibility in planning for, or reacting to, changes in our business and our industry may be limited.
|
|
•
|
repatriate funds to the U.S. at substantial tax cost;
|
|
•
|
seek additional financing in the debt or equity markets;
|
|
•
|
refinance or restructure all or a portion of our indebtedness;
|
|
•
|
sell selected assets;
|
|
•
|
reduce or delay planned capital expenditures; or
|
|
•
|
reduce or delay planned operating expenditures.
|
|
•
|
the possibility of environmental contamination and the costs associated with fixing any environmental problems;
|
|
•
|
disruptions to our operations resulting from possible natural disasters, interruptions in utilities and similar events;
|
|
•
|
adverse changes in the value of these properties due to interest rate changes, changes in the commercial property markets, or other factors;
|
|
•
|
the possible need for structural improvements in order to comply with zoning, seismic, disability law, or other requirements; and
|
|
•
|
possible disputes with tenants, neighboring owners, or others.
|
|
Item 2:
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Period Ended
|
|
Total Number of
Shares Purchased |
|
Average Price Paid
per Share |
|
Total Number of
Shares Purchased as Part of Publicly Announced Programs |
|
Maximum Dollar
Value that May Yet be Purchased Under the Programs (1) |
||||||
|
January 31, 2013
|
|
600,000
|
|
|
$
|
55.95
|
|
|
600,000
|
|
|
$
|
1,949,371,191
|
|
|
February 28, 2013
|
|
6,400,000
|
|
|
$
|
56.16
|
|
|
6,400,000
|
|
|
$
|
1,589,971,951
|
|
|
March 31, 2013
|
|
1,500,000
|
|
|
$
|
55.03
|
|
|
1,500,000
|
|
|
$
|
1,507,429,801
|
|
|
|
|
8,500,000
|
|
|
|
|
8,500,000
|
|
|
|
||||
|
|
|
(1)
|
In June 2012, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to
$2 billion
of our common stock, with no expiration from the date of authorization. The stock repurchase program is intended to offset the impact of dilution from our equity compensation programs. During the
three
months ended
March 31, 2013
, we repurchased approximately
$476 million
of our common stock under our stock repurchase program at an average price of
$55.94
per share. As of
March 31, 2013
, approximately
$1.5 billion
remained available for further purchases of our common stock under our stock repurchase program.
|
|
Item 3:
|
Defaults Upon Senior Securities
|
|
Item 4:
|
Mine Safety Disclosures
|
|
Item 5:
|
Other Information
|
|
Director Name
|
|
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
David M. Moffett
|
|
1,018,799,204
|
|
|
2,105,984
|
|
|
2,617,024
|
|
|
87,985,844
|
|
|
Richard T. Schlosberg, III
|
|
1,016,524,304
|
|
|
4,376,209
|
|
|
2,621,699
|
|
|
87,985,844
|
|
|
Thomas J. Tierney
|
|
992,314,950
|
|
|
28,584,985
|
|
|
2,622,277
|
|
|
87,985,844
|
|
|
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
611,466,866
|
|
|
406,752,997
|
|
|
5,302,349
|
|
|
87,985,844
|
|
|
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
244,068,295
|
|
|
586,605,751
|
|
|
192,848,166
|
|
|
87,985,844
|
|
|
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
52,063,727
|
|
|
801,139,779
|
|
|
170,318,706
|
|
|
87,985,844
|
|
|
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
1,093,109,367
|
|
|
15,549,276
|
|
|
2,849,413
|
|
|
Item 6:
|
Exhibits
|
|
Exhibit 10.01+
|
|
Form of New Director Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
|
Exhibit 10.02+
|
|
Form of Director Annual Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
|
Exhibit 10.03+
|
|
Form of Electing Director Quarterly Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
|
Exhibit 10.04
|
|
First Amendment, dated as of March 4, 2013, to the Credit Agreement, dated as of November 22, 2011, by and among Registrant, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
Exhibit 10.05+*
|
|
Form of Performance Share Unit Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
|
Exhibit 12.01
|
|
Statement regarding computation of ratio of earnings to fixed charges.
|
|
Exhibit 31.01
|
|
Certification of Registrant's Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Exhibit 31.02
|
|
Certification of Registrant's Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Exhibit 32.01
|
|
Certification of Registrant's Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Exhibit 32.02
|
|
Certification of Registrant's Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
|
XBRL Instance Document
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
eBay Inc.
|
|
|
|
|
Principal Executive Officer:
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ John J. Donahoe
|
|
|
|
|
John J. Donahoe
|
|
|
|
|
President and Chief Executive Officer
|
|
Date:
|
April 19, 2013
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Robert H. Swan
|
|
|
|
|
Robert H. Swan
|
|
|
|
|
Senior Vice President, Finance and Chief Financial Officer
|
|
Date:
|
April 19, 2013
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Brian J. Doerger
|
|
|
|
|
Brian J. Doerger
|
|
|
|
|
Vice President, Chief Accounting Officer
|
|
Date:
|
April 19, 2013
|
|
|
|
Exhibit 10.01+
|
|
Form of New Director Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
|
Exhibit 10.02+
|
|
Form of Director Annual Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
|
Exhibit 10.03+
|
|
Form of Electing Director Quarterly Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
|
Exhibit 10.04
|
|
First Amendment, dated as of March 4, 2013, to the Credit Agreement, dated as of November 22, 2011, by and among Registrant, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
Exhibit 10.05+*
|
|
Form of Performance Share Unit Award Agreement under Registrant's 2008 Equity Incentive Award Plan.
|
|
Exhibit 12.01
|
|
Statement regarding computation of ratio of earnings to fixed charges.
|
|
Exhibit 31.01
|
|
Certification of Registrant's Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Exhibit 31.02
|
|
Certification of Registrant's Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Exhibit 32.01
|
|
Certification of Registrant's Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Exhibit 32.02
|
|
Certification of Registrant's Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
|
XBRL Instance Document
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|