This communication contains forward-looking statements relating to, among other things, the planned separation of eBay Inc.s Marketplaces and PayPal businesses and 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, the completion and timing of any such separation, the future performance of the Marketplaces and PayPal businesses on a standalone business if the separation is completed, and the future growth of mobile payments and mobile commerce. Actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of future performance. There is no assurance as to the timing of the spin-off or whether it will be completed. Other factors that could cause or contribute to such differences include, but are not limited to: whether the operational, marketing and strategic benefits of the separation can be achieved; whether the costs and expenses of the separation can be controlled within expectations; changes in political, business and economic conditions, any European, Asian or general economic downturn or crisis (including any economic disruption or sanctions related to Ukraine or Russia) and any conditions that affect ecommerce growth; fluctuations in foreign currency exchange rates; our need to successfully react to the increasing importance of mobile payments and mobile commerce and the increasing social aspect of commerce; our ability to deal with the increasingly competitive ecommerce environment, including competition for sellers from other trading sites and other means of selling, and competition for buyers from other merchants, online and offline; changes to capital allocation or management of operating cash; our need to manage an increasingly large enterprise with a broad range of businesses of varying degrees of maturity and in many different geographies; the effect of management changes and business initiatives; our need and ability to manage other regulatory, tax and litigation risks as services are offered in more jurisdictions and applicable laws become more restrictive; any changes to product offerings; the competitive, regulatory, payment card association-related and other risks specific to PayPal and Bill Me Later, especially as PayPal continues to expand geographically and introduce new products and as new laws and regulations related to financial services companies come into effect; our ability to timely upgrade and develop technology systems, infrastructure and customer service capabilities at reasonable cost; our ability to maintain site stability and performance on all sites while adding new products and features in a timely fashion; and our ability to profitably integrate, manage and grow businesses that have been acquired or may be acquired in the future. The forward-looking statements in this communication do not include the potential impact of any acquisitions or divestitures that may be announced and/or completed after the date hereof.
More information about factors that could affect our operating results is included under the captions Risk Factors and Management's Discussion and Analysis of Financial Condition and Results of Operations in eBay Inc.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 eBay Inc. Investor Relations website at http://investor.ebayinc.com or the SECs website at www.sec.gov. All information in this communication is as of the date hereof. Undue reliance should not be placed on the forward-looking statements in this communication, which are based on information available to eBay Inc. on the date hereof. eBay Inc. assumes no obligation to update such statements, except as required by law. Forward-Looking Statements 2 Table of Contents The Announcement and Journey
The Decision Framework Two Great Businesses Transaction Details 3 The Announcement eBays board has approved a plan to separate eBay into two independent publicly-traded companies
The transaction creates two pure-play industry leaders, each with significant scale and reach, in commerce and payments Led by two world-class management teams, eBay and PayPal will carry forward our focus on innovation and strong commitment to our customers A tax-free spin is expected to be completed in the second half of 2015, subject to market, regulatory and certain other conditions eBay
Note: eBay metrics includes Marketplaces and Enterprise segments. Last Twelve Months from Q3 2013 to Q2 2014. 4 Weve Built A Powerful Company $B PayPal Acquired Revenue $ 0.61 $ 0.22 $ 1.05 $ 1.71 $ 1.73 $ 2.36 Non-GAAP EPS PayPal eBay 25%
Note: CAGRs calculated from 2002 to Last Twelve Months. Last Twelve Months from Q3 2013 to Q2 2014. $ 2.83 CAGR 46% 26% $0.1 $0.7 $ 1.4 $ 2.4 $ 3.4 $ 5.6 $ 7.2 $ 1.2 $ 3.3 $ 6.0 $ 8.5 $ 9.2 $ 14.1 $ 17.0 2002 2004 2006 2008 2010 2012 Last Twelve Months 5 $ 30 $ 145 2008 Last Twelve Months Buyer Protection That Benefited from Mutually Reinforcing Effects, and Created a Growth Business Off-eBay Flywheel Effects on-eBay Helped PayPal Grow Off- eBay Today, Off-eBay Greater than 70% of PayPal Volume More GMV Users Share of Checkout Volume More TPV Easy Checkout Credit Cross-Border Trade DATA Transaction Behavioral
Customer Risk
$B $B CAGR: 33%
Merchant Services TPV
Note: CAGRs calculated from 2008 to Last Twelve Months. Last Twelve Months from Q3 2013 to Q2 2014. Off-eBay Merchant Services On-eBay % Off- eBay 49 % 71% $ 30 $ 145 $ 30 $ 58 $ 60 $ 203 2008 Last Twelve Months 6 Leading to Thoughtful Portfolio Analysis Over Time Careful consideration of corporate structure over long period with board
Keen eye on industry landscapes
Refined situational and operational analysis
On-going dialogue with broad group of investors
7 And Now the Time is Right for Two World Class Independent Platforms Accelerating pace of change in payments and commerce separation best positions each business to capitalize on growth opportunities Makes us more agile and focused to bring targeted innovation Reflects confidence we can preserve relationships and avoid dis- synergies through arms-length operating agreements Enables optimal capital structures to match specific business unit needs Provides investors direct exposure to pure play commerce and payments businesses
A Time for Focus and Agility to Compete and Win 8 Two Powerful Industry Leaders Business Overview Marketplaces: Connecting commerce globally Enterprise: Solutions for retailers to compete in an omni- channel world The way to pay across online, mobile and offline
Key Brands
Competitive Position Commerce leader with unique capabilities across product selection, global distribution and omni-channel technology Payments leader with unmatched payments platform, global scale and risk management 9 60 72 92 119 145 180 203 30 40 57 78 97 125 145 2008 2009 2010 2011 2012 2013 Last Twelve Months 33%
Creating the Defining Pure Play Online Payments Leader The Only Digital Payments Platform With Scale A Pre-eminent Global Growth Platform
Note: CAGRs calculated from 2008 to Last Twelve Months. Last Twelve Months from Q3 2013 to Q2 2014. The digitization of payments has arrived PayPal is the unquestioned technology and payments leader Unique global scale, trusted brand, and risk platform Accelerating volume growth with massive opportunities across online, offline, and mobile Strategically positioned at the center of the dynamic payments landscape with Tremendous Opportunity 25% Off-eBay TPV TPV CAGR $B 10
World Class Leaders Post Separation Devin Wenig Chief Executive Officer, eBay
Dan Schulman Chief Executive Officer, PayPal President of eBay Marketplaces since September 2011 CEO of Thomson Reuters Markets from April 2008 to August 2011
Senior Vice President and CFO of eBay Marketplaces 7 years at eBay, 5 years as Marketplaces CFO 15 years at GE Senior Vice President and CFO of PayPal Joined as CFO of PayPal in 2010 CFO of Sitel Worldwide, BJC Healthcare 20 years at GE Scott Schenkel Chief Financial Officer, eBay Patrick Dupuis Acting Chief Financial Officer, PayPal Joined eBay in 2014, formerly Enterprise Growth Group President at American Express Senior Executive and CEO Roles at AT&T, Sprint, Priceline, Virgin Mobile 11 Leadership of the integrated portfolio until separation Best positioned to provide unbiased, informed, and objective separation decisions: operating agreements, capital structure, governancewhile minimizing business unit distractions Continuing guidance through board role at one or both of eBay and PayPal
Bob Swan Chief Financial Officer, eBay
John Donahoe Chief Executive Officer, eBay Leadership to Maximize Value to All Shareholders Transaction Details 13 Two Compelling Financial Profiles Transaction Volume (LTM)
Transaction Volume Growth (LTM)
Revenue (LTM)
Revenue Growth (LTM)
Segment Margin Global Installed Base $9.9B $7.2B 10% 19% 35% 25% Rare combination of growth, margins and free cash flow Leading online payments company with accelerating growth $203B TPV $85B GMV + GMS Note: eBay metrics includes Marketplaces and Enterprise segments. Last Twelve Months from Q3 2013 to Q2 2014. 149M Active buyers 152M Active accounts 13% 26% New 14 Mutual Benefits Can Be Optimized with Operating Agreements and Capital Structure Decisions Scale and Growth
Data
Innovation
Low Cost Funding
Addressed with Operating Agreements Addressed with Appropriate Capital Structure Today, PayPal benefits from from eBays users and GMV from eBays Transactions enabled by eBays platform from eBays Balance Sheet 15 Transaction Overview Transaction Structure Tax-free spinoff to eBay shareholders
Timing Separation expected to be completed in the second half of 2015 Subject to market, regulatory and certain other conditions
Key Steps to Completion
Closing Conditions Final approval by eBay board of directors Favorable opinion and/or rulings on tax-free nature of transaction Effectiveness of Form-10 registration statement filed with the SEC Other customary conditions Operating Agreements / Transition Services Agreement Organizational Structure Stand-alone Financial Statements / Audits SEC Review Process Board Approval Capital Structure 16 Separation Details Both companies will be capitalized with strong balance sheets with expected investment grade ratings Current debt is expected to remain at new eBay Both companies are expected to incur one-time charges related to the transaction preceding the separation Minimal cost dis-synergies are anticipated on an ongoing basis Capital Structure Cost of Separation Optimize historical mutual benefits; minimize dis-synergies, position business unit for success Will put in place long-term, arms-length operating agreements Key terms to include presence, take rate, IP, data-sharing, and mechanisms to amend the agreement Operating Agreements 17 Transformational Milestone Accelerating pace of change in payments and commerce separation best positions each business to capitalize on growth opportunities Makes us more agile and focused to bring targeted innovation Reflects confidence we can preserve relationships and avoid dis- synergies through arms-length operating agreements Enables optimal capital structures to match specific business unit needs Provides investors direct exposure to pure play commerce and payments businesses