ebay-20211215

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2021

eBay Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-37713	77-0430924
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

2025 Hamilton Avenue

San Jose, California 95125

(Address of principal executive offices)

(408) 376-7108

(Registrant's telephone number, including area code)

Not Applicable.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of exchange on which registered
Common stock	EBAY	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On December 15, 2021, eBay Inc., a Delaware corporation (“eBay”) announced it has changed its definition of Gross Merchandise Volume ("GMV") to align with customer money flows on its platforms. Historical metrics were retrospectively recast to reflect the change in definition. A copy of the company's press release announcing this change is attached as Exhibit 99.1 to this report.

The information in this report, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be deemed subject to the requirements of Item 10 of Regulation S-K or incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any general incorporation.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this report:


Exhibit Number						Description
99.1						Press release dated December 15, 2021
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			eBay Inc.
			(Registrant)

Date: December 15, 2021			/s/ Marc Rome
			Name: Marc Rome
			Title: Vice President & Deputy General Counsel, Corporate & Assistant Secretary

Exhibit 99.1

eBay Announces Change to Gross Merchandise Volume Definition

and Releases Updated Historical Metrics

The company has changed its definition of Gross Merchandise Volume (GMV) to align with customer money flows on its platforms

San Jose, California, December 15, 2021 — eBay Inc. (Nasdaq: EBAY), a global commerce leader that connects millions of buyers and sellers around the world, today announced it has changed its definition of Gross Merchandise Volume (GMV) to align with customer money flows on its platforms.

GMV provides a useful measure of the overall transaction volume on eBay’s platforms and is correlated to net transaction revenue. The Company has updated its definition of GMV to include all paid transactions on its platforms inclusive of shipping fees and taxes. Previously, eBay reported GMV regardless of whether the buyer and seller actually consummated the transaction. This change has been enabled by the increased visibility derived from the Company’s transition to managing payments globally.

The updated GMV definition has an immaterial impact on previously reported GMV. Please refer to the table at the back of this release for a restatement of historical metrics. The restatement of historical metrics, including GMV and active buyers, can also be found on the Investor Relations section of ebayinc.com. GMV under this new definition does not materially change guidance issued by the Company on October 27, 2021.

About eBay:

eBay Inc. (Nasdaq: EBAY) is a global commerce leader that connects millions of buyers and sellers in more than 190 markets around the world. We exist to enable economic opportunity for individuals, entrepreneurs, businesses and organizations of all sizes. Founded in 1995 in San Jose, California, eBay is one of the world's largest and most vibrant marketplaces for discovering great value and unique selection. In 2020, eBay enabled over $85 billion of gross merchandise volume. For more information about the company and its global portfolio of online brands, visit www.ebayinc.com.



Investor Relations Contact:	Joe Billante	[email protected]
Media Relations Contact:	Trina Somera	[email protected]
Company News:	https://www.ebayinc.com/stories/news/
Investor Relations website:	https://investors.ebayinc.com

Forward-Looking Statements

Certain statements herein are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such forward-looking statements are often identified by words such as "anticipate," "approximate," "believe," "commit," "continue," "could," "estimate," "expect," "hope," "intend," "may," "outlook," "plan," "project," "potential," "should," "would," "will" and other similar words or expressions. Such forward-looking statements reflect eBay's current expectations or beliefs concerning future events and actual events may differ materially from historical results or current expectations. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of eBay. Actual results are subject to other risks and uncertainties that relate more broadly to eBay's overall business, including those more fully described in eBay's filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended December 31, 2020 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this document speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

The operating metrics provided in Exhibit 99.1 have been adjusted to reflect certain financial measures that have not been prepared in accordance with generally accepted accounting principles, which we also believe will assist investors in evaluating eBay’s financial performance. The operating metrics should be read in conjunction with (i) the audited consolidated financial statements, the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in eBay’s Annual Reports on Form 10-K for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 and (ii) the unaudited consolidated financial statements, the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in eBay’s Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2021, June 30, 2021, March 31, 2021, September 30, 2020, June 30, 2020, March 31, 2020, September 30, 2019, June 30, 2019, March 31, 2019, September 30, 2018, June 30, 2018 and March 31, 2018.

eBay Inc.

Unaudited Supplemental Operating Data — Gross Merchandise Volume (GMV)

(In Millions, Except Percentages)


	Three Months Ended
	Sep 30, 2021			Jun 30, 2021			Mar 31, 2021			Dec 31, 2020			Sep 30, 2020			Jun 30, 2020			Mar 31, 2020			Dec 31, 2019			Sep 30, 2019			Jun 30, 2019			Mar 31, 2019			Dec 31, 2018		Sep 30, 2018		Jun 30, 2018		Mar 31, 2018
GMV as reported (1)	$	19,925		$	22,587		$	24,127		$	23,130		$	22,098		$	24,249		$	18,131		$	18,685		$	17,263		$	18,020		$	18,166		$	19,637	$	18,036	$	18,945	$	19,013
vs prior year quarter	(10)		%	(7)		%	33		%	24		%	28		%	35		%	—		%	(5)		%	(4)		%	(5)		%	(4)		%	**		**		**		**
Exchange rate effect (2)	$	391		$	1,063		$	879		$	442		$	290		$	(474)		$	(212)		$	(253)		$	(410)		$	(644)		$	(628)		$	(331)	$	(105)	$	676	$	959
GMV at FX-Neutral (3)	$	19,534		$	21,524		$	23,248		$	22,688		$	21,808		$	24,723		$	18,343		$	18,938		$	17,673		$	18,664		$	18,794		$	19,968	$	18,141	$	18,269	$	18,054
vs prior year quarter	(12)		%	(11)		%	28		%	21		%	26		%	37		%	1		%	(4)		%	(2)		%	(1)		%	(1)		%	**		**		**		**

(1)

Gross Merchandise Volume (GMV) consists of the total value of all paid transactions between users on our platforms during the applicable period inclusive of shipping fees and taxes.

(2)

We define exchange rate effect as the year-over-year impact of foreign currency movements using prior period foreign currency rates applied to current year transactional currency amounts.

(3)

We define FX-Neutral GMV as GMV minus the exchange rate effect. We define the non-GAAP financial measures of FX-Neutral net revenues as net revenues minus the exchange rate effect.

Growth rates for the period excluded as 2017 GMV numbers have not been recast and provided.