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8-K - FORM 8-K - EBAY INCa8-kq32017.htm


Exhibit 99.1
ebaynotma03.jpg

eBay Inc. Reports Third Quarter 2017 Results

Gross Merchandise Volume of $21.7 billion
Revenue of $2.4 billion
Both GAAP and Non-GAAP EPS per diluted share of $0.48 on a continuing operations basis
Repurchased $907 million of common stock

San Jose, California, October 18, 2017 - eBay Inc. (NASDAQ: EBAY), a global commerce leader, delivered gross merchandise volume (GMV) for the quarter ended September 30, 2017 of $21.7 billion, increasing 8% on an as-reported basis and 7% on a foreign exchange (FX) neutral basis. Revenue for the quarter was $2.4 billion, up 9% on an as-reported basis and 8% on an FX-Neutral basis.

During the quarter, eBay delivered GAAP net income from continuing operations of $523 million, or $0.48 per diluted share, and Non-GAAP net income from continuing operations of $514 million, or $0.48 per diluted share. The company generated $877 million of operating cash flow and $720 million of free cash flow from continuing operations while also repurchasing $907 million of its common stock in the quarter.

“In Q3, we drove acceleration across all three of our platforms, delivering strong top and bottom line financial results and our fastest volume growth in over three years,” said Devin Wenig, President and CEO of eBay Inc. “Our customers are responding to the significant product enhancements we have been making, and this is reflected in our results.”

Underlying total eBay Inc. performance, the Marketplace platforms delivered $20.5 billion of GMV and $1.9 billion of revenue. Marketplace GMV was up 9% on an as-reported basis and 7% on an FX-Neutral basis, driven by acceleration in the U.S. and Europe, which led to revenue growth of 8% on an as-reported basis and 7% on an FX-Neutral basis. StubHub drove GMV of $1.2 billion, up 2%, and revenue of $275 million, up 5%, driven by continued growth in its international business. Classifieds growth accelerated in the quarter with revenue of $235 million, up 19% on an as-reported basis and 13% on an FX-Neutral basis, driven primarily by strength in Germany.

In the third quarter, eBay added nearly two million active buyers across its platforms, for a total of 168 million global active buyers. This figure has been adjusted to exclude domestic active buyers in India following the sale of eBay's India business to Flipkart. Marketplace continued to enhance user experiences with product changes including grouped listings, simplified selling flows and eBay Authenticate. eBay activated its brand platform with campaigns across the U.S., U.K. and Australia during the quarter and was once again recognized in Interbrand’s Best Global Brands report. StubHub continued to strengthen its partnership with Major League Baseball and is now integrated with all 30 teams. Additionally, the company will now serve as the official secondary ticketing partner to the T-Mobile Arena, Las Vegas’ newest sports and entertainment venue.





Third Quarter Financial Highlights (presented in millions, except per share data and percentages)
 
Third Quarter
 
 
 
2017
2016
Change
eBay Inc.
 
 
 
 
Net revenues
$2,409
$2,217
$192
9%
GAAP - Continuing Operations
 
 
 
 
Income from continuing operations
$523
$418
$105
25%
Earnings per diluted share from continuing operations
$0.48
$0.36
$0.12
32%
Non-GAAP - Continuing Operations
 
 
 
 
Net income
$514
$509
$5
1%
Earnings per diluted share
$0.48
$0.45
$0.03
7%

Other Selected Financial and Operational Results
Operating margin — GAAP operating margin decreased to 24.0% for the third quarter of 2017, compared to 24.4% for the same period last year. Non-GAAP operating margin decreased to 29.6% in the third quarter of 2017, compared to 29.9% for the same period last year.
Taxes — The GAAP effective tax rate for continuing operations for the third quarter of 2017 was 25%, compared to 22% for the third quarter of 2016. The non-GAAP effective tax rate for continuing operations for the third quarter of 2017 was 23%, compared to 22% for the third quarter of 2016.
Cash flow — The company generated $877 million of operating cash flow from continuing operations and $720 million of free cash flow from continuing operations during the third quarter of 2017.
Stock repurchase program — The company repurchased approximately $907 million of its common stock, or 25 million shares, in the third quarter of 2017. The company's total repurchase authorization remaining as of September 30, 2017 was $2.6 billion.
Cash and cash equivalents and non-equity investments — The company's cash and cash equivalents and non-equity investments portfolio totaled $11.4 billion as of September 30, 2017.

Business Outlook
Fourth quarter 2017 — The company expects net revenue between $2.58 billion and $2.62 billion, representing FX-Neutral growth of 6% - 8%, with GAAP earnings per diluted share from continuing operations in the range of $0.40 - $0.45 and non-GAAP earnings per diluted share from continuing operations in the range of $0.57 - $0.59.
Full year 2017 - The company expects net revenue between $9.53 billion and $9.57 billion, representing Organic FX-Neutral growth of approximately 7%, with GAAP earnings per diluted share from continuing operations in the range of $1.85 - $1.90 and non-GAAP earnings per diluted share from continuing operations in the range of $1.99 - $2.01.






2



Quarterly Conference Call and Webcast

eBay Inc. will host a conference call to discuss third quarter 2017 results at 2:00 p.m. Pacific Time today. A live webcast of the conference call, together with a slide presentation that includes supplemental financial information and reconciliations of certain non-GAAP measures to their nearest comparable GAAP measures, can be accessed through the company's Investor Relations website at https://investors.ebayinc.com. In addition, an archive of the webcast will be accessible for 90 days through the same link.

eBay Inc. uses its Investor Relations website at https://investors.ebayinc.com as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor, in addition to following press releases, SEC filings, public conference calls and webcasts.

About eBay

eBay Inc. (NASDAQ: EBAY) is a global commerce leader including the Marketplace, StubHub and Classifieds platforms. Collectively, we connect millions of buyers and sellers around the world, empowering people and creating opportunity through Connected Commerce. Founded in 1995 in San Jose, Calif., eBay is one of the world’s largest and most vibrant marketplaces for discovering great value and unique selection. In 2016, eBay enabled $83 billion of gross merchandise volume. For more information about the company and its global portfolio of online brands, visit www.ebayinc.com.

Presentation

All growth rates represent year over year comparisons, except as otherwise noted. All amounts in tables are presented in U.S. dollars, rounded to the nearest millions, except as otherwise noted. As a result, certain amounts may not sum or recalculate using the rounded dollar amounts provided.

Non-GAAP Financial Measures

This press release includes the following financial measures defined as “non-GAAP financial measures” by the Securities and Exchange Commission (SEC): non-GAAP net income, non-GAAP earnings per diluted share, non-GAAP operating margin, non-GAAP effective tax rate and free cash flow. These non-GAAP financial measures are presented on a continuing operations basis. These measures may be different from non-GAAP financial measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with generally accepted accounting principles (GAAP). For a reconciliation of these non-GAAP financial measures to the nearest comparable GAAP measures, see “Business Outlook,” “Non-GAAP Measures of Financial Performance,” “Reconciliation of GAAP Operating Margin to Non-GAAP Operating Margin,” “Reconciliation of GAAP Net Income to Non-GAAP Net Income and Reconciliation of GAAP Effective Tax Rate to Non-GAAP Effective Tax Rate” and “Reconciliation of Operating Cash Flow to Free Cash Flow” included in this press release.

Forward-Looking Statements

This press release contains forward-looking statements relating to, among other things, the future performance of eBay Inc. and its consolidated subsidiaries that are based on the company's current expectations, forecasts and assumptions and involve risks and uncertainties. These statements include, but are not limited to, statements regarding the future performance of eBay Inc. and its consolidated subsidiaries, including expected financial results for the fourth quarter and full year 2017 and the future growth in its business. Actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of future performance. Other factors that could cause or contribute to such differences include, but are not limited to: changes in political, business and economic conditions, any regional or general economic downturn or crisis and any conditions that affect ecommerce growth or cross-border trade; fluctuations in foreign currency exchange rates; the company’s need to successfully react to the increasing importance of mobile commerce and the increasing social aspect of commerce; an increasingly competitive environment for its business; changes to the company’s capital allocation or management of operating cash; the company’s ability to manage its indebtedness, including managing exposure to interest rates and maintaining its credit ratings; the company’s need to manage an increasingly large enterprise with a broad range of businesses of varying degrees of maturity and in many different geographies; the company’s need and ability to manage regulatory, tax, data security and litigation risks; whether the operational, marketing and strategic benefits of the separation of the eBay and PayPal businesses can be achieved; the company’s ability to timely upgrade and develop its technology systems, infrastructure and customer service capabilities at reasonable cost while maintaining site stability and performance and adding new products and features; and the company’s ability to integrate, manage and grow businesses that have been acquired or may be acquired in the future.

The forward-looking statements in this release do not include the potential impact of any acquisitions or divestitures that may be announced and/or completed after the date hereof.


3



More information about factors that could affect the company's operating results is included under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the company's most recent Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q, copies of which may be obtained by visiting the company's Investor Relations website at https://investors.ebayinc.com or the SEC's website at www.sec.gov. All information in this release is as of October 18, 2017. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to the company on the date hereof. The company assumes no obligation to update such statements.
 
  
 
 
 
Investor Relations Contact:
Selim Freiha
ir@ebay.com
Media Relations Contact:
Abby Smith
press@ebay.com
Company News:
https://www.ebayinc.com/stories/news/
 
Investor Relations website:
https://investors.ebayinc.com
 



4



eBay Inc.
Unaudited Condensed Consolidated Balance Sheet
 
 
September 30,
2017
 
December 31,
2016
 
(In millions)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
1,760

 
$
1,816

Short-term investments
4,270

 
5,333

Accounts receivable, net
626

 
592

Other current assets
1,202

 
1,134

Total current assets
7,858

 
8,875

Long-term investments
6,302

 
3,969

Property and equipment, net
1,546

 
1,516

Goodwill
4,669

 
4,501

Intangible assets, net
78

 
102

Deferred tax assets
5,214

 
4,608

Other assets
276

 
276

Total assets
$
25,943

 
$
23,847

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 

 
 

Short-term debt
$
749

 
$
1,451

Accounts payable
260

 
283

Accrued expenses and other current liabilities
1,964

 
1,893

Deferred revenue
117

 
110

Income taxes payable
100

 
110

Total current liabilities
3,190

 
3,847

Deferred and other tax liabilities, net
2,157

 
1,888

Long-term debt
9,249

 
7,509

Other liabilities
64

 
64

Total liabilities
14,660

 
13,308

 
 
 
 
Total stockholders' equity
11,283

 
10,539

Total liabilities and stockholders' equity
$
25,943

 
$
23,847



5



eBay Inc.
Unaudited Condensed Consolidated Statement of Income
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions, except per share amounts)
 
 
 
 
 
 
 
 
Net revenues
$
2,409

 
$
2,217

 
$
6,954

 
$
6,584

Cost of net revenues (1)
556

 
498

 
1,632

 
1,468

Gross profit
1,853

 
1,719

 
5,322

 
5,116

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing (1)
627

 
600

 
1,826

 
1,760

Product development (1)
316

 
288

 
907

 
822

General and administrative (1)
254

 
224

 
766

 
651

Provision for transaction losses
68

 
56

 
193

 
172

Amortization of acquired intangible assets
10

 
9

 
28

 
24

Total operating expenses
1,275

 
1,177

 
3,720

 
3,429

Income from operations
578

 
542

 
1,602

 
1,687

Interest and other, net
119

 
(9
)
 
113

 
(40
)
Income from continuing operations before income taxes
697

 
533

 
1,715

 
1,647

Income tax benefit (provision)
(174
)
 
(115
)
 
(130
)
 
(310
)
Income from continuing operations
$
523

 
$
418

 
$
1,585

 
$
1,337

Loss from discontinued operations, net of income taxes

 
(5
)
 

 
(7
)
Net income
$
523

 
$
413

 
$
1,585

 
$
1,330

 
 
 
 
 
 
 
 
Income (loss) per share - basic:
 
 
 
 
 
 
 
Continuing operations
$
0.49

 
$
0.37

 
$
1.48

 
$
1.17

Discontinued operations

 

 

 
(0.01
)
Net income per share - basic
$
0.49

 
$
0.37

 
$
1.48

 
$
1.16

 
 
 
 
 
 
 
 
Income (loss) per share - diluted:
 
 
 
 
 
 
 
Continuing operations
$
0.48

 
$
0.36

 
$
1.45

 
$
1.16

Discontinued operations

 

 

 
(0.01
)
Net income per share - diluted
$
0.48

 
$
0.36

 
$
1.45

 
$
1.15

 
 
 
 
 
 
 
 
Weighted average shares:
 
 
 
 
 
 
 
Basic
1,062

 
1,126

 
1,074

 
1,143

Diluted
1,078

 
1,139

 
1,091

 
1,153

 
 
 
 
 
 
 
 
(1) Includes stock-based compensation as follows:
 
 
 
 
 
 
 
Cost of net revenues
$
14

 
$
9

 
$
40

 
$
26

Sales and marketing
19

 
24

 
68

 
71

Product development
45

 
40

 
131

 
115

General and administrative
40

 
32

 
117

 
94

 
$
118

 
$
105

 
$
356

 
$
306



6



eBay Inc.
Unaudited Condensed Consolidated Statement of Cash Flows
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions)
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
$
523

 
$
413

 
$
1,585

 
$
1,330

Income from discontinued operations, net of income taxes

 
5

 

 
7

Adjustments:
 
 
 
 
 
 
 
Provision for transaction losses
68

 
56

 
193

 
172

Depreciation and amortization
173

 
172

 
504

 
506

Stock-based compensation
118

 
105

 
356

 
306

Gain on sale of business
(167
)
 

 
(167
)
 

Deferred income taxes
85

 
(61
)
 
(38
)
 
(123
)
Changes in assets and liabilities, and other, net of acquisition effects
77

 
112

 
(275
)
 
9

Net cash provided by continuing operating activities
877

 
802

 
2,158

 
2,207

Net cash provided by (used in) discontinued operating activities (1)

 

 

 
(1
)
Net cash provided by operating activities
877

 
802

 
2,158

 
2,206

Cash flows from investing activities:
 
 
 
 
 

 
 

Purchases of property and equipment
(157
)
 
(185
)
 
(474
)
 
(490
)
Purchases of investments
(3,673
)
 
(2,654
)
 
(11,276
)
 
(7,782
)
Equity investment in Flipkart
(514
)
 

 
(514
)
 

Maturities and sales of investments
4,963

 
2,410

 
10,778

 
5,929

Other
(3
)
 
(166
)
 
(24
)
 
(225
)
Net cash used in continuing investing activities
616

 
(595
)
 
(1,510
)
 
(2,568
)
Net cash used in discontinued investing activities (1)

 

 

 

Net cash used in investing activities
616

 
(595
)
 
(1,510
)
 
(2,568
)
Cash flows from financing activities:
 
 
 
 
 

 
 

Proceeds from issuance of common stock
12

 
15

 
74

 
67

Repurchases of common stock
(907
)
 
(501
)
 
(1,824
)
 
(2,002
)
Excess tax benefits from stock-based compensation

 
5

 

 
9

Tax withholdings related to net share settlements of restricted stock units and awards
(40
)
 
(19
)
 
(170
)
 
(96
)
Proceeds from issuance of long-term debt, net

 

 
2,484

 
2,216

Repayment of debt
(1,450
)
 
(11
)
 
(1,450
)
 
(17
)
Other
(17
)
 
8

 
(2
)
 
5

Net cash provided by (used in) continuing financing activities
(2,402
)
 
(503
)
 
(888
)
 
182

Net cash used in discontinued financing activities (1)

 

 

 

Net cash provided by (used in) financing activities
(2,402
)
 
(503
)
 
(888
)
 
182

Effect of exchange rate changes on cash and cash equivalents
33

 
48

 
184

 
101

Net increase (decrease) in cash and cash equivalents
(876
)
 
(248
)
 
(56
)
 
(79
)
Cash and cash equivalents at beginning of period
2,636

 
2,001

 
1,816

 
1,832

Cash and cash equivalents at end of period
1,760

 
1,753

 
1,760

 
1,753

Less: Cash and cash equivalents of discontinued operations

 

 

 

Cash and cash equivalents of continuing operations at end of period
$
1,760

 
$
1,753

 
$
1,760

 
$
1,753



7



eBay Inc.
Unaudited Summary of Consolidated Net Revenues

Three Months Ended
 
September 30,
2017
 
June 30,
2017
 
March 31,
2017
 
December 31,
2016
 
September 30,
2016
 
(In millions, except percentages)
Net Revenues by Type:
 
 
 
 
 
 
 
 
 
Net transaction revenues:
 
 
 
 
 
 
 
 
 
Marketplace
$
1,606

 
$
1,590

 
$
1,525

 
$
1,602

 
$
1,484

Current quarter vs prior year quarter
8
%
 
5
%
 
2
%
 
1
 %
 
2
%
Percent from international
61
%
 
61
%
 
60
%
 
62
 %
 
62
%
StubHub
273

 
227

 
204

 
274

 
261

Current quarter vs prior year quarter
5
%
 
1
%
 
15
%
 
18
 %
 
31
%
Percent from international
4
%
 
5
%
 
4
%
 
3
 %
 
2
%
Total net transaction revenues
1,879

 
1,817

 
1,729

 
1,876

 
1,745

Current quarter vs prior year quarter
8
%
 
4
%
 
3
%
 
3
 %
 
5
%
Percent from international
53
%
 
54
%
 
53
%
 
53
 %
 
53
%
 
 
 
 
 
 
 
 
 
 
Marketing services and other revenues:
 
 
 
 
 
 
 
 
 
Marketplace
293

 
283

 
283

 
313

 
273

Current quarter vs prior year quarter
7
%
 
2
%
 
4
%
 
(4
)%
 
3
%
Percent from international
52
%
 
51
%
 
47
%
 
48
 %
 
45
%
Classifieds
235

 
219

 
199

 
201

 
197

Current quarter vs prior year quarter
19
%
 
6
%
 
7
%
 
10
 %
 
11
%
Percent from international
100
%
 
100
%
 
100
%
 
100
 %
 
100
%
StubHub, Corporate and other
2

 
9

 
6

 
5

 
2

Total marketing services and other revenues
530

 
511

 
488

 
519

 
472

Current quarter vs prior year quarter
12
%
 
6
%
 
6
%
 
3
 %
 
7
%
Percent from international
73
%
 
73
%
 
69
%
 
68
 %
 
68
%
 
 
 
 
 
 
 
 
 
 
Total net revenues
$
2,409

 
$
2,328

 
$
2,217

 
$
2,395

 
$
2,217

Current quarter vs prior year quarter
9
%
 
4
%
 
4
%
 
3
 %
 
6
%


8



eBay Inc.
Unaudited Supplemental Operating Data

 
Three Months Ended
 
September 30,
2017
 
June 30,
2017
 
March 31,
2017
 
December 31,
2016
 
September 30,
2016
 
(In millions, except percentages)
Active Buyers (1)
168

 
167

 
165

 
162

 
160

Current quarter vs prior year quarter
5
%
 
5
 %
 
5
%
 
4
%
 
3
%
 
 
 
 
 
 
 
 
 
 
Gross Merchandise Volume (2)
 
 
 
 
 
 
 
 
 
Marketplace
$
20,518

 
$
20,392

 
$
19,980

 
$
21,036

 
$
18,905

Current quarter vs prior year quarter
9
%
 
3
 %
 
2
%
 
2
%
 
2
%
StubHub
$
1,162

 
$
1,009

 
$
917

 
$
1,239

 
$
1,142

Current quarter vs prior year quarter
2
%
 
(5
)%
 
6
%
 
5
%
 
23
%
Total GMV
$
21,680

 
$
21,401

 
$
20,897

 
$
22,275

 
$
20,047

Current quarter vs prior year quarter
8
%
 
3
 %
 
3
%
 
3
%
 
3
%

(1)
All buyers who successfully closed a transaction on our Marketplace and StubHub platforms within the previous 12-month period. Buyers may register more than once, and as a result, may have more than one account.
(2)
Total value of all successfully closed transactions between users on our Marketplace and StubHub platforms during the 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.


Prior period Active Buyers and GMV have been adjusted and related growth rates recalculated to exclude the impact of the sale of our eBay India business.


9



eBay Inc.
Business Outlook

The guidance figures provided below and elsewhere in this press release are forward-looking statements, reflect a number of estimates, assumptions and other uncertainties, and are approximate in nature because the company's future performance is difficult to predict. Such guidance is based on information available on the date of this press release, and the company assumes no obligation to update it.
The company's future performance involves risks and uncertainties, and the company's actual results could differ materially from the information below and elsewhere in this press release. Some of the factors that could affect the company's operating results are set forth under the caption “Forward-Looking Statements” above in this press release. More information about factors that could affect the company's operating results is included under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, copies of which may be obtained by visiting eBay's investor relations website at https://investors.ebayinc.com or the SEC's website at www.sec.gov.
eBay Inc.
 
Three Months Ending
 
December 31, 2017
(In billions, except per share amounts)
GAAP
 
Non-GAAP (a)
Net Revenue
$2.58 - $2.62
 
$2.58 - $2.62
Diluted EPS from continuing operations
$0.40 - $0.45
 
$0.57 - $0.59
 
 
 
 
 
Twelve Months Ending
 
December 31, 2017
(In billions, except per share amounts)
GAAP
 
Non-GAAP (b)
Net Revenue
$9.53 - $9.57
 
$9.53 - $9.57
Diluted EPS from continuing operations
$1.85 - $1.90
 
$1.99 - $2.01
 
 
 
 
(a) Estimated non-GAAP amounts above for the three months ending December 31, 2017, reflect adjustments that exclude the estimated amortization of acquired intangible assets of approximately $15 - $20 million and estimated stock-based compensation expense and associated employer payroll tax expense of approximately $130 - $140 million, as well as the related income tax impact. Estimated non-GAAP amounts above for the three months ending December 31, 2017, reflect adjustments that exclude the estimated tax impacts of the company’s legal entity realignment of approximately $60 - $90 million.
(b) Estimated non-GAAP amounts above for the twelve months ending December 31, 2017, reflect adjustments that exclude the estimated amortization of acquired intangible assets of approximately $60 - $65 million and estimated stock-based compensation expense and associated employer payroll tax expense of approximately $500 - $510 million, as well as the related income tax impact. Estimated non-GAAP amounts above for the twelve months ending December 31, 2017, reflect adjustments that exclude the estimated tax impacts of the company’s legal entity realignment of approximately $(10) - $(40) million as well as a $167 million gain from the sale of eBay's India business.





10



eBay Inc.
Non-GAAP Measures of Financial Performance
To supplement the company's condensed consolidated financial statements presented in accordance with generally accepted accounting principles, or GAAP, the company uses non-GAAP measures of certain components of financial performance. These non-GAAP measures include non-GAAP net income, non-GAAP earnings per diluted share, non-GAAP operating margin, non-GAAP effective tax rate, and free cash flow. These non-GAAP financial measures are presented on a continuing operations basis.
These non-GAAP measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the company's results of operations as determined in accordance with GAAP. These measures should only be used to evaluate the company's results of operations in conjunction with the corresponding GAAP measures.
Reconciliation to the nearest GAAP measure of all non-GAAP measures included in this press release can be found in the tables included in this press release.
These non-GAAP measures are provided to enhance investors' overall understanding of the company's current financial performance and its prospects for the future. Specifically, the company believes the non-GAAP measures provide useful information to both management and investors by excluding certain expenses, gains and losses, or net purchases of property and equipment, as the case may be, that may not be indicative of its core operating results and business outlook. In addition, because the company has historically reported certain non-GAAP results to investors, the company believes that the inclusion of non-GAAP measures provides consistency in the company's financial reporting.
For its internal budgeting process, and as discussed further below, the company's management uses financial measures that do not include stock-based compensation expense, employer payroll taxes on stock-based compensation, amortization or impairment of acquired intangible assets, impairment of goodwill, amortization of deferred tax assets associated with the realignment of its legal structure and related foreign exchange effects, significant gains or losses from the disposal/acquisition of a business, certain effects of the planned separation of our eBay and PayPal businesses, certain gains and losses on investments, restructuring-related charges and the income taxes associated with the foregoing. In addition to the corresponding GAAP measures, the company's management also uses the foregoing non-GAAP measures in reviewing the financial results of the company.
The company excludes the following items from non-GAAP net income, non-GAAP earnings per diluted share, non-GAAP operating margin and non-GAAP effective tax rate:
Stock-based compensation expense and related employer payroll taxes. This expense consists of expenses for stock options, restricted stock and employee stock purchases. The company excludes stock-based compensation expense from its non-GAAP measures primarily because they are non-cash expenses that management does not believe are reflective of ongoing operating results. The related employer payroll taxes are dependent on the company's stock price and the timing and size of exercises by employees of their stock options and the vesting of their restricted stock, over which management has limited to no control, and as such management does not believe it correlates to the company's operation of the business.
Amortization or impairment of acquired intangible assets, impairment of goodwill, amortization of deferred tax assets associated with the realignment of its legal structure and related foreign exchange effects, significant gains or losses and transaction expenses from the acquisition or disposal of a business and certain gains or losses on investments. The company incurs amortization or impairment of acquired intangible assets and goodwill in connection with acquisitions and may incur significant gains or losses from the acquisition or disposal of a business and therefore excludes these amounts from its non-GAAP measures. The company also excludes certain gains and losses on investments. The company excludes the non-cash amortization of deferred tax assets associated with the realignment of its legal structure and related foreign exchange effects. The company excludes these items because management does not believe they correlate to the ongoing operating results of the company's business.
Restructuring. These charges consist of expenses for employee severance and other exit and disposal costs. The company excludes significant restructuring charges primarily because management does not believe they are reflective of ongoing operating results.
Other certain significant gains, losses, or charges that are not indicative of the company’s core operating results. These are significant gains, losses, or charges during a period that are the result of isolated events or transactions which have not occurred frequently in the past and are not expected to occur regularly or be repeated in the future. The company excludes these amounts from its results primarily because management does not believe they are indicative of its current or ongoing operating results.
Separation. These are significant expenses that are related to the separation of our eBay and PayPal businesses into separate publicly traded companies. These consist primarily of third-party consulting fees, legal fees, employee retention payments, tax indemnifications and other expenses related to the separation.
Tax effect of non-GAAP adjustments. This amount is used to present stock-based compensation and the other amounts described above on an after-tax basis consistent with the presentation of non-GAAP net income.
In addition to the non-GAAP measures discussed above, the company also uses free cash flow. Free cash flow represents operating cash flows less purchases of property and equipment. The company considers free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases of property, buildings, and equipment, which can then be used to, among other things, invest in the company's business, make strategic acquisitions, and repurchase stock. A limitation of the utility of free cash flow as a measure of financial performance is that it does not represent the total increase or decrease in the company's cash balance for the period.  


11



eBay Inc.
Reconciliation of GAAP Operating Margin to Non-GAAP Operating Margin
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions, except percentages)
GAAP operating income
$
578

 
$
542

 
$
1,602

 
$
1,687

Stock-based compensation expense and related employer payroll taxes
119

 
106

 
367

 
315

Amortization of acquired intangible assets within cost of net revenues
6

 
6

 
19

 
14

Amortization of acquired intangible assets within operating expenses
10

 
9

 
28

 
24

Separation

 

 

 
(1
)
Other significant gains, losses or charges

 

 
(3
)
 
(13
)
Total non-GAAP operating income adjustments
135

 
121

 
411

 
339

Non-GAAP operating income
$
713

 
$
663

 
$
2,013

 
$
2,026

Non-GAAP operating margin
29.6
%
 
29.9
%
 
29.0
%
 
30.8
%


Reconciliation of GAAP Net Income to Non-GAAP Net Income and
GAAP Effective Tax Rate to Non-GAAP Effective Tax Rate*
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions, except per share amounts and percentages)
GAAP income from continuing operations before income taxes
$
697

 
$
533

 
$
1,715

 
$
1,647

GAAP provision for income taxes
(174
)
 
(115
)
 
(130
)
 
(310
)
GAAP net income from continuing operations
$
523

 
$
418

 
$
1,585

 
$
1,337

Non-GAAP adjustments to net income from continuing operations:
 
 
 
 
 
 
 
Non-GAAP operating income from continuing operations adjustments (see table above)
135

 
121

 
411

 
339

Gains or losses on investments and sale of business
(167
)
 

 
(183
)
 
(35
)
Tax effect of step-up of intangible assets basis

 

 
(695
)
 

Foreign exchange effect of step-up of intangible assets basis

 

 
376

 

Tax effect of non-GAAP adjustments
23

 
(30
)
 
51

 
(86
)
Non-GAAP net income from continuing operations
$
514

 
$
509

 
$
1,545

 
$
1,555

 
 
 
 
 
 
 
 
Diluted net income from continuing operations per share:
 
 
 
 
 
 
 
GAAP
$
0.48

 
$
0.36

 
$
1.45

 
$
1.16

Non-GAAP
$
0.48

 
$
0.45

 
$
1.42

 
$
1.35

Shares used in GAAP diluted net income (loss) per-share calculation
1,078

 
1,139

 
1,091

 
1,153

 
 
 
 
 
 
 
 
GAAP effective tax rate - Continuing operations
25
 %
 
22
%
 
8
%
 
19
%
Tax effect of non-GAAP adjustments to net income from continuing operations
(2
)%
 
%
 
13
%
 
1
%
Non-GAAP effective tax rate - Continuing operations
23
 %
 
22
%
 
21
%
 
20
%

*Presented on a continuing operations basis

12



Reconciliation of Operating Cash Flow to Free Cash Flow*
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
 
(In millions)
Net cash provided by continuing operating activities
$
877

 
$
802

 
$
2,158

 
$
2,207

Less: Purchases of property and equipment
(157
)
 
(185
)
 
(474
)
 
(490
)
Free cash flow from continuing operations
$
720

 
$
617

 
$
1,684

 
$
1,717


*Presented on a continuing operations basis


13