eBay Inc (EBAY) 2015 Q2 法說會逐字稿

Good day ladies and gentlemen. Welcome to the eBay second-quarter 2015 earnings conference call. (Operator Instructions). As a reminder, this conference call is being recorded.

I would now like to turn the conference over to Tom Hudson, Vice President of Investor Relations. Sir, you may begin.

Good morning. Thank you for joining us and welcome to eBay earnings release conference call for the second quarter of 2015. Joining me today on the call are John Donohoe, our President and Chief Executive Officer; Bob Swan, our Chief Financial Officer; Dan Schulman, PayPal's President and CEO; Patrick Dupuis, PayPal's CFO; Devin Wenig, our CEO designee; and Scott Schenkel, our CFO designee.

We are providing a slide presentation to accompany the commentary during the call. All growth rates mentioned in these prepared remarks represent year-over-year comparisons unless they clarify otherwise and all segment results are adjusted for the effects of foreign currency exchange.

This conference call is also being broadcast on the Internet and both the presentation and call are available through the investor relations section at the eBay website at investor.eBayinc.com. You can visit our investor relations website for the latest company news and updates. In addition, an archive of the webcast will be accessible for 90 days through the same length.

Before we begin, I would like to remind you that during the course of the conference call we will discuss non-GAAP measures in talking about our Company's performance. You can find a reconciliation of these measures to the nearest comparable GAAP measures in the slide presentation accompanying the call.

In addition, management will make forward-looking statements related to the planning separation of eBay Inc.'s Marketplaces and PayPal businesses. The planned sale of the Enterprise business and our future performance that are based on our current expectations, forecasts and assumptions and involves risk and uncertainties. These statements include but are not limited to the future performance of both the eBay and PayPal businesses on a standalone basis if the separation is completed including expected financial results for the full-year 2015 and the completion and timing of the planned separation.

Our actual results may differ materially from those discussed in the call for a variety of reasons. You can find more information about risks, uncertainties and other factors that could affect our operating results in our most recent annual report and on our Form 10-K and our subsequent quarterly reports on Form 10-Q available at investor.eBayinc.com. You should not rely on any forward-looking statements.

All information in this presentation is as of July 16, 2015, and we do not intend and undertake no duty to update the information.

With that, let me turn the call over to John.

Thanks, Tom. Good morning everyone and welcome to our Q2 earnings call. This is a special moment. Our Q2 results marked the final consolidated earnings call for eBay Inc. On Monday, July 20, PayPal and eBay will begin trading as separate independent public companies.

Our call will run a little longer today. I will be brief and Bob will provide a quick summary of the overall eBay Inc. financial results and then we will turn it over to Dan and Devin who will provide full details on the quarter and outlook for each business.

Suffice it to say we are very pleased with our overall Q2 performance. FX neutral revenue from continuing operations was up 12% and non-GAAP EPS was up 9%. PayPal and eBay both delivered strong Q2 results and have strong momentum. Dan, Devin and their respective teams are executing well and looking to create the next great chapter for PayPal and eBay.

Since announcing the decision to separate last September, our teams have done a remarkable job. We said we would move with speed and clarity and we have. We said we would create operating agreements that preserve synergies while creating strategic flexibility for each business. We have. We said we would build two world-class management teams and Boards of Directors. We have. We said we would set each business up for long-term success and I believe we have done just that.

Each business is well capitalized with strong balance sheets and Dan and Devin each have clear, focused strategies to drive PayPal and eBay forward.

In closing, I joined this Company 10 years ago because I was inspired by the purpose and values of our Founder, Pierre Omidyar. It was one of the best decisions I have ever made. Serving our customers and bringing our purpose to life has been a privilege. I am proud of what we have accomplished building two global leaders in commerce and payments.

Each step of the way we have been committed to doing what is best for our customers, our employees and our shareholders. This moment is no different.

Launching PayPal and eBay as independent companies is clearly be best path for each business and the right approach for delivering sustainable value to shareholders.

Last, I am proud that we are executing a smooth succession process and I am thrilled for Dan and Devin. They are the right leaders who will launch the next chapters for PayPal and eBay and I'm confident that under their leadership and that of their respective teams, PayPal and eBay have great futures ahead.

With that, I will turn it over to Bob who will provide a summary of our overall Q2 results.

Great, John. Thanks and good morning. I will provide a brief update on the quarter results at the Inc. level before handing the call over to PayPal and eBay teams for more detail. During the discussion, we will reference our earnings slide presentation that accompanies the webcast.

Before I start, I wanted to highlight that the eBay's Board has authorized the decision to sell eBay Enterprise and as a result, those results will be included in discontinued operations. And while it is not in our press release, about three minutes ago we concluded the sale of eBay Enterprise for approximately $925 million. I will touch on that a bit later.

Q2 was a great quarter demonstrating continued momentum for both businesses. Revenue from continuing operations was $4.4 billion, up 12% on an FX neutral basis, a 2 point acceleration from the first quarter. PayPal revenue was $2.3 billion, up 19% and eBay revenue was $2.1 billion, up 5%. Non-GAAP EPS was $0.76, up 9% on continuing operations. We generated $688 million of free cash flow from continuing operations in the quarter and $1.6 billion for the first half of the year.

In the quarter, we completed the sale of the PayPal loan portfolio increasing US cash balance by roughly $700 million and we exited our stake in Craigslist. As of June, 30, PayPal and eBay are capitalized with $6.6 billion and $8.5 billion cash respectively.

In Q2 on a continuing operating basis, we generated net revenues of $4.4 billion, up 12%, with strength across both businesses. Currency negatively impacted our growth by approximately 5 points. Non-GAAP EPS was $0.76, up 9% on a continuing operations basis. The EPS improvement was driven by accelerating topline growth, a streamlined cost structure and a lower share count.

Operating margins were up 110 basis points on a continuing operations basis while we continued to invest in our key strategic priorities.

Through the first six months of the year, we have improved our cash balance by $0.5 billion to $15.1 billion. We generated $1.6 billion in free cash flow, we bought back $1 billion in stock and we executed on strategic initiatives, closing two acquisitions, selling Craigslist and a portion of our credit receivable portfolio.

Additionally, we have moved $3.8 billion of cash from eBay to PayPal. Upon separation, both businesses will have the financial flexibility to pursue their respective capital allocation priorities.

As I mentioned earlier, eBay's Board has authorized management to sell eBay Enterprise. Just minutes ago we announced that we reached a definitive agreement to sell the business for $925 million. The discontinued operations will result in an impairment charge of $786 million and we expect the deal to close, the transaction, in the second half of this year.

I want to touch on three quick items before handing the call over to Dan and Devin. First, on segment margins, as a reminder, Patrick and Scott will refer to segment margins in discussing their second-quarter results. These exclude corporate costs, dis-synergies and stand-up related costs. They also exclude incremental revenue that results from previously eliminated intercompany revenues.

In the second quarter these costs for PayPal represented approximately 3 to 4 points and approximately 4 to 5 points for eBay.

Second, GAAP to non-GAAP results are wider than usual. In addition to amortization of intangibles and stock-based compensation, the quarter includes the impact from selling our investment in Craigslist, the one-time cost associated with the separation and the impairment charge associated with the sale of eBay Enterprise.

Lastly, let me describe four important filings that will take place in the next six weeks. We will file an eBay Inc. 8-K that will provide a pro forma view of eBay after giving effect to the distribution of PayPal. eBay Inc. will file its 10-Q including segment results for only the eBay and PayPal businesses. And PayPal will file a 10-Q in the second quarter including standalone revenue and operating margins. Lastly in mid-August, eBay will file an 8-K to provide investors with meaningful historical financial information including standalone revenue and operating margins.

In closing, I want to say thank you. It has been a privilege working with you over the years. I feel great about what we have accomplished over the last 10 years but I feel even better about the teams that we are passing the baton to.

So with that, let me now turn the call over to the new leadership teams at eBay and PayPal to discuss their segment specific results for the quarter.

Thank you, Bob, and thanks everyone for joining us this morning. I am glad that Patrick and I had the opportunity to meet so many of you in person during our recent roadshow.

It almost goes without saying that this is an exciting time for PayPal. I'm happy to report as we enter this next chapter in our history that we had another strong quarter, in line with our expectations and we continue to help shape the transformation of digital and mobile payments around much of the world.

With that, let me highlight some of our results and initiatives for the quarter.

Payment volume was $66 billion, up 28% on an FX neutral basis accelerating from Q1 where our payment volume was already up a robust 25%. Importantly, PayPal continued to gain share globally growing at roughly double the pace of e-commerce. More specifically, our Merchant Services payment volume increased by a strong 36% as we continue to win with the larger, leading commerce players, both traditional retailers and next-generation platforms. This metric also accelerated 3 points from Q1.

On our last earnings call, I outlined the four metrics that best measure the growth and health of our business. As a reminder they are topline revenue growth, the scale of our customer base, the engagement of that base as shown by transactions per active account, and free cash flow. We continue to drive incremental progress across all of these metrics.

First, I will start with our topline growth. As Bob mentioned, our Q2 revenue was $2.3 billion, up 19% on an FX neutral basis, a 200 basis point improvement from Q1.

Second, our customer base continues to expand. We ended the quarter with 169 million active accounts, an increase of 11% and up from 165 million active accounts at the end of Q1. This growth is driven by the growing strength of our PayPal brands. PayPal was named as one of the top 100 brands throughout the world in a recent study. And in countries like Australia and the UK, we rank as one of the top 10 most trusted brands. This trust helps to drive both acquisition and engagement.

Also in a recent study, US consumers who plan to make their first mobile payment in a physical store in the next six months, were asked how they would choose to pay? Over 70% said they would trust PayPal over others with that transaction. That brand preference is a powerful asset as we look toward the future.

Third, we continue to deepen engagement with our customer base. We processed almost 1.1 billion transactions in the second quarter, up 27%. Even as we continue to grow customers at the top of our funnel, our monetization per account increased to $50 from $48 a year ago. And our customers used PayPal more often. Transactions per active account rose substantially from last year, now (technical difficulty) up from 21 times a year in Q2 of last year.

Let me spend just a bit more time on engagement as that metric is an important reflection of the value we bring to our ecosystem. That value starts with mobile leadership. For the second quarter, mobile transactions represented 30% of our total transactions, up 1 point from Q1 and grew 42%. We see ourselves as a mobile first platform and the majority of our development efforts continue to support our innovation across mobile payments and digital commerce.

Being a trusted way to pay in today's most popular apps is helping to drive this increase in mobile engagement across not only online and in app, but importantly we are seeing the very beginning of our in-store strategy play out.

PayPal continues to make very strong inroads with leading mobile players. We are now live with 67% of the top 100 mobile merchants. Importantly we are making initial strides empowering the in-store mobile shopping experiences developed by our merchant partners. The Paydiant Powered Subway app became the number two downloaded food and beverage iOS app in the US in June and is now available across 30,000 plus stores. And in collaboration with [Tolster], we announced the national rollout of PayPal as a way to pay at 5000 Burger King stores.

As pleased as we are with our customers' engagement, we aspire to much more. We want to create a value proposition that inspires the average PayPal customer to use our app two to three times a week versus the two to three times per month they use PayPal today. While that is a significant stretch goal for us, we already see this type of usage pattern with our Venmo users. For a generation that has never written a check, Venmo is the way to pay the rent, pay back a friend and it is in the middle of how the millennial generation manage and moves their money.

As a result in Q2, Venmo processed $1.6 billion of transaction volume, a 247% increase.

Finally, we are on track to deliver our free cash flow guidance of $1.6 billion to $1.8 billion for 2015. As John mentioned earlier, the separation process has gone very well and we have completed this significant effort in record time. The separation has given PayPal the opportunity to invest heavily in our infrastructure setting up state-of-the-art networks and data centers to give PayPal a competitive edge. This was no small task and our technology teams deserve a tremendous amount of recognition for this achievement.

At the same time, we continue to push forward the transformation of our technology platform. We have made great progress and are approximately two-thirds of the way through this three-year initiative. We have re-architected much of our back-end infrastructure and consequently have sped up payment processing by up to 50% in the past year and reduced time to push code live to site by more than half. We are a fully agile software development shop, now one of the largest in the world. And being agile allows us to innovate more quickly, integrate more effectively and introduce new products or deploy new markets faster than ever.

A great example of our new flexibility and speed to market is One Touch. One Touch is the most significant improvement to our checkout experience in the past five plus years. One Touch lets people pay with just a single touch on any mobile phone, tablet and desktop across iOS, Android and Windows operating systems. It removes almost all friction from the checkout experience.

One Touch was started on our Braintree platform but as we have integrated the PayPal and Braintree software stacks, we were able to migrate its functionality within six months to our traditional PayPal payment flows in the US, UK and Canada with many other markets targeted for later this year. While it will take time to properly deploy One Touch through our various payment flows, we expect it to be available for over 50% of our US transactions by year-end.

Braintree continues to be the payments partner of choice for mobile disruptors and innovators. In Q2, we announced that Pinterest is now using Braintree's full stack processing platform. Notably of the five major retailers that were part of Pinterest's Viable Pins launch, four of them are using Braintree. These include Neiman Marcus, Nordstrom, Michael's and Gardeners Supply Company. And in line with our strategy of processing 100% share of checkout for our merchant partners, we also announced the addition of Android Pay, a new form of payment on our platform.

Earlier this month we took another important step to further enhance customer confidence and trust in the PayPal brand. On July 1, we extended our buyer protection program to cover not only physical products but also intangible goods and services including digital goods, digital music, digital books, digital games, travel tickets and software downloads. As a result, PayPal now offers buyer protection, a 99% plus of everything bought on our platform. We believe this is an industry-leading value proposition and that was enabled by our world-class risk and data analytics teams.

I want to reiterate what we said during our roadshow. PayPal is much more than a web-based proprietary payment button. We are making significant progress in our quest to become the world's leading open payments platform for merchants and consumers.

With the integration of Braintree and the addition of Paydiant to our technology platform, we can provide end-to-end solutions for merchants of all sizes online, in app and in-store. By being payment device, point-of-sale and operating system agnostic, we enable merchants to navigate the increasingly complicated and confusing landscape of payment options and changing consumer behaviors.

Beyond the checkout experience with merchants, the accelerated adoption of mobile commerce and payments by consumers affords us the opportunity to transform the management and movement of money. For consumers, we make their transactions safer, easier and less expensive.

Earlier this month we announced the $890 million acquisition of Xoom, providing us an opportunity to accelerate our entrance into the international remittances industry, a $600 billion market ripe for disruption. By adding additional value-added services to our technology platform, we believe we can amplify our customer flywheel creating a more powerful network effect.

Xoom lets people send money to and pay bills for family and friends around the world in a secure, fast and cost-effective way using their mobile phone, tablet or computer. And during the 12 months ended March 31, 2015, Xoom reported that its 1.3 million active customers sent roughly $7 billion to people on 38 different markets including the Philippines, India, Mexico, Brazil and China.

Xoom's brand promise resonates with ours. They have a strong and engaged customer profile and a mobile and digital service orientation providing real and transparent value globally.

Technology should make managing and moving our money a right, not a privilege for just the affluent and we believe our technology platform, global reach and trusted brand can move PayPal from being an occasional transaction to being an integral part of consumers' financial lives. Adding remittance capabilities bolsters our efforts to achieve that goal.

I would like to close by saying that all of us at PayPal are thrilled to return to our original roots as an independent company. On July 20, our original stock ticker symbol, PYPL, will once again be publicly traded on NASDAQ for the second time in our 17-year history.

I would like to take a moment to thank each generation of leadership and especially all of our employees who brought us to this point. More specifically I would like to thank John, Bob, Mike, Allen, Beth and the eBay Inc. team for all they have done over the past nine months in helping us formulate and separate two future Fortune 500 companies.

I also want to thank Devin and the eBay team for their support of PayPal. I look forward to a long and productive relationship with them. It has been a remarkable journey but we are just starting. Today, the potential to improve and transform how money works for people has never been greater. We are fully signed up to meet that challenge and excited by the tremendous opportunity ahead.

And with that let me turn it over to Patrick to discuss our financial metrics in more detail.

Thank you, Dan. We feel good about our Q2 performance as PayPal continues to grow nearly double the rate of the industry. We generated $66 billion of payment volume, up 28% on an FX neutral basis, an acceleration of 3 points driven by strong growth at Braintree and Venmo. This volume translated into $2.3 billion of revenue, up 16% on a reported basis and 19% on an FX neutral basis.

Our increased share gain is an indication that our strategy is working. We are winning with the leaders in digital and mobile commerce, both with large retailers who are expanding their footprint in mobile and online and with the next-generation apps that are transforming commerce. We have expanded our product solution from a proprietary web-based payment button to an end-to-end payment solution for merchants of all sizes.

As a direct effect of that strategy where larger customers and the broader service stack translate to a lower average take rate with higher volumes, our transaction margin is declining year-over-year. But in return, expanding volumes bring economies of scale for half of our operating expenses creating capacity to invest and the opportunity to maintain or expand our operating margin. Indeed in the second quarter, our segment margin expanded 160 basis points to 26.1%, despite 190 basis points degradation in transaction margin to 63.2%. For the first six months of the year, our segment margin was up 60 basis points despite a decline of 140 basis points in our transaction margin.

Before going to guidance, let me first provide some context on our earnings quarterly profile.

First, the second-quarter revenue and margin benefited from the premium received on the sale of our US held credit receivable portfolio in the second quarter. This sale frees up capital that we can redeploy into higher-yielding investments but it comes with a cost. In the second half of the year, we will not receive revenue or operating income associated with the assets we sold. This negatively impacts revenue growth and operating margin by approximately 1 point in the second half of the year.

Second, Q3 has historically represented our lowest quarterly segment margin as we invest ahead of the holiday selling season and the holiday season has an increased level of activity from large merchants thus lowering our Q4 transaction margin.

And third, we will see the full impact of this synergy cost and the operating agreement in the second half of the year. We expect a negative margin impact of approximately 5% in the second half of the year versus approximately 3% in the first half.

Now to guidance. Going forward, we will only provide guidance on an annual basis using our quarterly earnings call to report on our progress. For 2015, we are executing on our strategy and our Q2 strong performance only reinforces our confidence in our full-year guidance.

We continue to expect our FX neutral revenue growth to be 15% to 18% for full-year 2015 and our non-GAAP operating margin to be 20% to 21%, flat to up 1 point. Our full-year non-GAAP tax rate is now expected to be 19% to 20% versus our prior range of 18% to 19%. This increase is due to a stronger US performance. This translates into 2015 non-GAAP earnings per share of $1.23 to $1.27 including approximately a$0.02 negative impact from the operating agreement in the second half of the year.

Finally, we expect to generate free cash flow of $1.6 billion to $1.8 billion with a capital expenditures assumption of 8% to 10% of revenue including approximately $100 million in one-time separation related activities.

Let me conclude with our balance sheet. Excluding the Xoom transaction which we hope to close in Q4 2015 following receipt of regulatory approvals and other conditions, we stand up as an independent company with no debt and approximately $6.6 billion in cash and investments, $2.3 billion of which is in the US.

From a capital allocation perspective, we will reprioritize our investment activity to focus on organic activity first followed by M&A and lastly buying back stock. We will continue to be in acquisitive company and expect to take a disciplined approach looking for strong network effects and minimal short-term dilution.

I will end my remarks by saying that we have developed a unique set of assets. We have created a leading, sustainable financial model which allows us to keep innovating and growing at scale in a vibrant market fueled by the digitization of money and the proliferation of connected devices. We are fully committed to our vision of being the world's leading open technology payments platform.

With that, let me turn the call over to Devin and Scott at eBay.

Thanks, Patrick. Today I will cover three areas. First, I will comment on our Q2 results. Second, I will provide an update on our strategy to drive eBay's business forward. And third, I will share my perspective about the future of eBay.

Six months into 2015, I am encouraged by the state of our business and the progress we are making against our strategy. The year is shaping up well and I am confident in our full-year outlook.

Turning to Q2; overall we performed well last quarter and our business was stable. eBay GMV grew at 6% on an FX neutral basis, a 1 point acceleration from Q1 while revenue grew at 5% on an FX neutral basis, a 2 point acceleration from Q1. Our active buyer base grew at 6% on a trailing 12-month basis and our trailing three-month active buyer growth was largely stable. Our active buyers transacted $20 billion of GMV in the quarter with 41% of that closing on mobile.

Our Q2 GMV, revenue and active buyer growth are clearly steps in the right direction. We've made solid progress but we have a lot of work ahead of us to maximize eBay's significant potential. We are still feeling the effects of new buyer cohorts we did not acquire over the past year due to the SCO traffic issues and we are still working to recover buyers that we lost after last year's cyber security incident.

To be clear, our absolute priority is to improve our competitiveness and drive more stable profitable growth over the long-term. We have a clear vision and strategy for our business so let me now remind you of our plan for eBay and talk about some of the efforts we have underway along with some perspective on early results.

As I mentioned on the last call, we intend to focus on our target customer base and on a market segment where we believe we can win. EBay was built on enabling unique selection and unmatched spectrum of value to our buyers around the world and we plan to focus our resources and innovation on this large segment of the market.

First, we are building a more robust commerce platform. Second, we are enhancing our engagement with the core buyer and seller segments to create a vibrant marketplace. And third, we are creating exceptional product and brand experiences. Let me touch on our efforts in each of these areas in a bit more detail.

First, managing a robust commerce platform is key to creating sustainable performance. Our primary effort in this area is focused around leveraging structured data to drive discoverability, both on and off our marketplace as well as improving the user experience. This is a long-term effort and our rollout is initially focused on categories where we have a predominance of manufactured goods.

On June 29, we started to require that our sellers provide product identifiers where relevant when listing an item. This is enabling us to create innovative new browse and product pages which were not previously possible in our marketplace. So far we have launched hundreds of thousands of new browse pages into the SCO ecosystem and early results show that these pages convert equal to or better than the pages that they are replacing.

We have launched thousands of new product pages across 22 categories through last week. These pages are the seeds of our ability to showcase our offering across new, refurbished and used items and provide the consumers the ability to make value-based choices that are truly unique to eBay.

While this is an encouraging start, these efforts are in the early stages and we will continue to share more on our progress along the way.

We also continue to experiment and grow new sources to diversify our traffic for consistent long-term growth. While still small relative to our more established channels, traffic from social channels is growing over 100% year-on-year in the US. On Facebook we are early adopters of dynamic product ads which enable retargeting on mobile. And on Pinterest, eBay's inspirational shopping content is driving very high engagement and click through rates and this success has positioned us as a top advertiser on the platform.

We are also focused on growing our newer channels including Instagram and Tumbler and we have recently launched efforts on Snapshot and Periscope. We've used social media and messaging platforms as a great way to reach our customers in the places they love while allowing us to diversify our sources of traffic and user acquisition for consistent long-term growth.

The second pillar of our strategy is to create a vibrant marketplace. For eBay consumers who love to shop, we will continue to enhance our platform to bring them amazing value and unique selection. We source inventory on our site from small, medium-sized sellers who range from well-known brands to medium-sized retailers to smaller entrepreneurs. These sellers represent 70% of global retail and they are growing faster than the top 250 retailers. They bring to us a mix of inventory from unique items to discounted and season inventory to liquidation goods. We are on pace to sign a record number of managed sellers of this year.

Some key brands and sellers we have added include Asics, Puma, GoPro, Sony and Bosch power tools. We are also driving a vibrant marketplace by reinventing our consumer selling approach. In Q2 we expanded our intermediated selling service, eBay Valet, into the fashion category and we now accept items for hundreds of designer fashion brands. While it is still early, the value proposition of eBay Valet is resonating with sellers and driving strong repeat engagement and we continue to see strong growth in our classifieds business which is capturing the local C2C opportunity.

On the seller experience front, we recently launched our promoted listenings product enabling eBay sellers to increase item visibility and drive by our traffic to items they want to showcase such as new listings or seasonal must haves. While still an invite only program, initial results show click through rates on par with our organic search experience and we are seeing strong seller demand to scale the program.

Finally, our third pillar, exceptional product and brand experiences. In Q2, we rolled out improvements to our iPhone, iPad and Android experiences and we launched our Apple Watch app which enables users to interact with us quickly and easily while on the go. We have also rolled out significant improvements to search quality and relevance to enable buyers to more effectively find what they are looking for.

Looking towards the second half, we will be launching a new experience across mobile channels that we are really excited about. This experience is built upon learnings from our iPad app, a more engaging discovery-based experience for buyers that also builds on our simplified mobile selling experience. This release will unify the mobile experience across our platforms and it will enable a consistent user experience and faster product iteration.

Executing against our strategy also means being vigilant about our portfolio and ensuring that our investments are aligned with our strategic direction. As Bob mentioned earlier, we have just entered into an agreement to sell eBay Enterprise and in June, we divested our stake in Craigslist. Looking forward, we are investing organically to build out our eBay seller tools and data to acquire the small and medium-sized business and we are beginning to scale Close5, our rapidly growing US classifieds mobile app. You can expect us to be disciplined in our approach to capital allocation going forward.

In summary, Q2 was a good quarter. We delivered against our strategy and we are on track to deliver for the full-year. You can count on us to continue to focus where we need to win and to make the hard decisions along the way that will enable us to more clearly define our space as a leader.

I also want to congratulate Dan and the entire PayPal team and we look forward to a close relationship working together in the future.

As eBay celebrates its 20th anniversary this year, we are making rapid changes to position this business for the future. My goal and that of the entire leadership team is for eBay to be the best global marketplace and a great, enduring Internet business.

EBay was founded with a purpose driven ethos which has fueled our company and our brand. As we write the next chapter for this incredible business, we will continue to focus on our purpose to empower people and create opportunity through connected commerce.

Thank you and now I will turn it over to Scott who will go into more details around our financial performance.

Thanks, Kevin. Overall in Q2 we continue to stabilize many of our underlying operating metrics while delivering positive signs of acceleration in GMV and revenue growth. We remain focused on our strategy and executing our key initiatives amidst the separation related activities and we are confident in our full-year outlook.

During my discussion, I will reference our earnings presentation where we will begin on slide 16.

Net revenues were $2.1 billion with revenue growth accelerating 2 points to 5% on an FX neutral basis compared to Q1. Transaction revenue grew 5% on an FX basis also accelerating 2 points versus Q1. The increase in transaction revenue growth was largely driven by the acceleration in GMV growth.

Marketing services revenue grew 7% on an FX neutral basis accelerating 2 points over the prior quarter which was primarily driven by our advertising format. In addition, we continue to deliver strong results in our classifieds format which is expanding its geographic footprint in Latin America and the US.

Finally, we continue to experience currency headwinds in translation which negatively impacted total revenue growth in the quarter by approximately 8 points.

On slide 17, some highlights on our operating metrics. As Devin explained earlier, we grew trailing 12-month active buyers by 6%, down 2 points compared to Q1. We expected this decline as we continue to deal with the implications of fewer new buyers on eBay due to SCO challenges and the friction introduced by resetting passwords after the cyber security incident.

We grew GMV 6% on an FX neutral basis, 1 point faster than Q1. In the US, GMV grew 2% consistent with Q1. It is worth noting that US GMB, a measure of consumer buying, grew 6% as US buyers took advantage of the global selection and value available on eBay.

We grew our international business 8% on an FX neutral basis, 1 point faster than the prior quarter. That acceleration was driven by the strength in Europe, primarily in the UK and Germany.

Segment margin is down 50 basis points from last year as the savings from our Q1 restructuring were more than offset by negative currency translation plus the investment in our key initiatives. Overall non-GAAP operating expenses were 44% of revenue in the quarter, down 1.4 points year-over-year.

In Q2, we benefited from the restructuring at the beginning of the year which delivered savings across all areas of the business. Additionally, we lapped expenses incurred in Q2 2014 in both marketing and transaction losses related to the cyber security incident.

As highlighted in our June investor presentation over the long-term we expect sales and marketing and product development costs to remain relatively flat versus 2015 as a percentage of revenue. We also expect to drive leverage in SG&A and reinvest in our key strategic initiatives which include building a more robust commerce platform, creating more vibrant marketplace and developing exceptional product and brand experiences.

I would like to take a moment to discuss our exposure to an approach to hedging. Our revenue continues to be heavily exposed to currency fluctuations. Earlier this year we took action to utilize additional hedging strategies to economically protect full-year net income. Some of those strategies are not eligible for hedge accounting and thus we must mark to market the hedging instruments through earnings potentially creating volatility in our quarterly results going forward.

Now let me turn to guidance on slide 18. As a reminder in our June investor presentation we provided 2015 full-year guidance of 0% to 5% revenue growth on an FX neutral basis, fully allocated operating margin of 32% to 34%, and free cash flow of $2.1 billion to $2.3 billion. Based on our first-half performance we are more confident in our full-year outlook. As a result, we are raising the low-end of our full-year revenue guidance to 3% projecting 2015 FX neutral growth between 3% to 5%.

Fully allocated operating margin and free cash flow remain in line with our previous guidance. Additionally we are projecting non-GAAP EPS of $1.72 to $1.77 per share. For the third quarter, we are projecting revenue growth of 3% to 5% as well on an FX neutral basis and non-GAAP EPS is $0.38 to $0.40 per share.

I would like to take a moment to provide some perspective on our approach to capital allocation. While our focus is first and foremost on revitalizing our core business, our philosophy is that the capital return and disciplined M&A will be important to shareholder value as well. We will continue to be good stewards of capital and ensure we use a strategic and disciplined approach in all of our activities. Our policy has several key tenants including focusing on long-term value creation while making sure we have the resources to execute our strategy; driving growth while balancing profitability; supplementing organic growth plans with disciplined acquisitions and investments while maximizing the capital deployed in these assets; and managing the capital structure in a way that optimizes our financial flexibility, access to debt and our cost of capital while offsetting both dilution and reducing share count, the opportunistic share repurchases at attractive prices.

We believe that by adhering to these principles we will drive the most value for our customers, shareholders and employees.

Turning to our balance sheet and the implementation of this policy, we ended Q2 with $8.5 billion in cash, $7.6 billion in debt and thus approximately $1 billion of net cash. In the second half of the year, we expect to generate strong cash flows leveraging our capital efficient business model and the disciplined approach to capital allocation.

This morning we announced that our Board of Directors authorized an additional $1 billion for share repurchase which when coupled with our existing $2 billion authorization brings our total capacity to repurchase shares to $3 billion. We continue to be disciplined in how we will assess our assets selling our equity stake in Craigslist while settling all outstanding litigation with them and our Board authorized the sale of eBay Enterprise and we have announced the sale this morning.

Finally, we expect the rating agencies to conclude their ratings review process soon providing clarity on eBay credits rating. The rating will be an investment grade profile at the high end of the BBB range which we believe is important for our existing creditors and customers.

In summary, in the first half of 2015, we continue to stabilize many of our underlying metrics while delivering positive signs of acceleration in GMV and revenue growth. We remain focused on our strategy and executing our key initiatives and we are confident in our full-year outlook. While the road ahead will not be an easy one, we are incredibly excited about our future opportunities and our ability to win.

Now we would be happy to answer your questions. Operator?

(Operator Instructions). Mark May, Citi Investment Research.

Thanks and good morning. Kevin, a question directed to Devin and team on the marketplace regarding really marketing I guess. I recall last year you talked about plans to kind of step up your marketing initiatives. I am not sure that that scaled as much as you had planned. Just wondering if you could talk a little bit about your plans heading into the holiday season this year? How much are you planning to push in terms of marketing? Do feel like the product is where you would like it to be to push the pedal down more on the marketing front this year? And what sort of an impact are you expecting that to have in the back half of the year relative to your guidance?

Kind of on a related note, you talked about diversifying your traffic sources and leveraging more of the social media platforms. Can you talk a little bit about how the return on ad spend and sort of the customer dynamics there compare with your more tried-and-true channels like search? Thanks.

Thanks for the question, Mark. First on levels of marketing spend. In line with what we normally do in holiday we will ramp up our holiday spend. It is likely that depending on the underlying metrics that we see we may do that able a bit more aggressively this season. But let's keep in mind that we are a very disciplined marketer. We don't throw money against the wall and hope that things stick. We measure almost every penny that we spend and we try to get a return on that. It doesn't have to be immediate but we understand the CLV of user acquisition and we are disciplined about the way we spend.

So as you have heard me say before, it is not hard to grow an e-commerce company, it is hard to grow value in an e-commerce company and we are solving the grow value. So we will spend into the holiday but we won't spend to acquire business or users at any cost because plenty are doing that but not plenty are creating value.

On diversification of marketing, it is very important to me that we end up in a couple of years with multiple channels that are competing for our incremental investment dollar. I will remind you that the majority of eBay's traffic comes directly to us, either to our apps or to our site. That is the premium of our brand showing up. But not an insignificant minority comes through channels and it is very important that we have more of those channels that are competing for our dollar and as you heard in my remarks, we are working very closely with the social and the messaging platforms to try to scale our investment to healthfully at positive ROI acquire new users and new traffic.

I would say it is early. I am encouraged by what I see. We are optimistic about the future but it is early and we are a very large digital marketer, one of the largest on the web and the total amount that we have been able to spend into positive results on these platforms is still very small compared to our more established channels.

So it will take time but we are on the path. Thanks for the question.

Bryan Keane, Deutsche Bank.

Yes, thanks. I just want to ask about one touch and maybe Dan, can you explain the process of rolling it out? I think you said 50% of you are hoping -- 50% of One Touch transaction in the US to be by year-end. What does that entail to get One Touch rolled out and then when is the same timeframe going to be to get it across all international?

Bryan, thanks for the question. So as I mentioned we think One Touch is one of the most significant products that we have rolled out -- functionality we have rolled out in the last five years to the checkout experience. It literally does take out all friction out of the commerce experience where you can check out with a single touch and so we are very excited about it.

What we are doing with One Touch is we have been able to seamlessly bring that over from the Braintree platform into our PayPal flows and so as we bring it into our PayPal flow, a consumer doesn't need to do anything differently except opt in. That is what they have to do, offer that on each device which they want to integrate One Touch. So for them it is a seamless type of integration.

On the merchant side, the same thing. We are able to do this in a seamless fashion, the merchant doesn't have to upgrade. It automatically happens for the merchant as we take that One Touch capability into that PayPal payment flow.

So we are just going about this in a disciplined fashion. Rolling it out, we started this a little over a month ago to 1% of our traffic. We ramped that up to 5% of our traffic and then we started expanding it into other countries, we will start spending it throughout the world. But we are just doing it in a very disciplined fashion to make sure there are no issues with it. If we see it going better than we expect, we can accelerate that but we need to make sure that we take that One Touch experience and in each of the different PayPal flows and we have a couple of different flows there, that it works as exceptionally as it is right now in helping to increase conversion rates.

Okay. How long will it take to get international or through international on One Touch?

So we are already in the UK, in Canada. We have plans to roll it out to most of our major markets the beginning of that rollout by the end of this year.

Okay, great. Congrats on the start.

Colin Sebastian, Robert W. Baird.

Great, thanks. Congrats on the quarter and on the pending split up. Dan, first, you talked quite a bit again about driving both user growth and frequency of engagement and I wonder if you could relate that to both PayPal's acquisition strategy and some of the technology upgrades. For example, how you might be prioritizing the resources towards the consumer facing part of PayPal versus the back end facing part of the business?

And then secondly to Devin, can you expand on the timeframe generally speaking when you expect eBay can get back to stabilizing market share? Maybe if there is a way to segment the performance of today of the smaller sellers that are of unique merchandise that you are focused on versus the areas being deemphasized which I gather are larger merchants selling in season products? Thanks.

Thanks for the question. First of all, we are very focused on call it two major constituencies. We've got merchants on one side, consumers on the other. Obviously developers are a third constituency for us but let's focus on merchants and consumers right now.

So the first thing that we needed to do and we have spent a lot of time and I give a tremendous amount of credit to the team at PayPal and the former leadership teams at PayPal in terms of their foresight in the technological upgrades that we have done on our platform. The technology upgrades we have done allow us to innovate, they allow us to deploy changes and innovations in times that were unheard even a year or so ago. So we have the ability to constantly do AB testing on our website, on all of the different programs that we have right now. It was difficult for us several years ago.

As a result of that, our acquisition and our acquisition flow on that is improving dramatically as is our retention efforts. We are ramping up our lifecycle management efforts across the world because we now have real-time data and information that we can use. We know what the various variables are that lead to an indication in churn or the indication of a very profitable customer and we are accelerating on all of those and the technology upgrades we did on the platform is helping us tremendously on that.

On the consumer side, we obviously want to be more a part of their financial lives. We want to move from being an occasional use twice a month to them using us two to three times a month and we think that is obviously a stretch goal through all of our active base that we already have an example of that in Venmo. Venmo users use the service two to four times a week, it is a part of how they manage and move their money and we want to become more of a part of how consumers manage and move their money.

The acquisition of Xoom is a good example of that. It takes capabilities that another company has built up, you apply that to the scale that we have in our base and our global reach and we think taking those capabilities, combining them with the assets that we have at PayPal gives us a tremendously powerful flywheel for both acquisition and engagement of our consumers and we are very excited about that combination.

So as we look into the future and we look at the potential of consolidation and acquisitions going forward as Patrick mentioned, we will take a very disciplined approach to that.

Now that our platform is significantly upgraded, we can do a lot more things organically and we will take advantage of that and we have a very disciplined product roadmap in place, that is where One Touch came from. That is where our expanded buyer protection came from. Those were all organic efforts. But if we see a capability or an ability to enter into a market at scale through an acquisition that helps our flywheel both in acquisition and engagement, we will look at that carefully.

Colin, to your question on growth, let me just provide a little bit of perspective. We started the year and we described some of the issues that we were working through and we discussed the fact that some of the buyer cohorts that we had lost last year would take some time to reacquire and because of that it wasn't as simple as passing a calendar date and lapping it. There were some systematic issues on reacquiring buyers that we were working our way through. We were confident we would do it but we also explained that it would take time.

And in that context, we gave guidance for 2015 which was the 0% to 5% revenue growth. As we got a bit further in the first half, we clarified our strategy and communicated that on our investor presentation and through our roadshow. And what we said there is we feel great about our future but this will be a transformative moment for eBay where we've got a lot of hard work to do and we are going to make some choices which in and amongst themselves are the right decisions for eBay but they will create some short-term growth issues and in that context we extended the guidance through 2016.

Now with the first half over, what I would say is things are going pretty well and we feel pretty good about that and that has given us the ability (technical difficulty) guidance up but I would just refer you back to everything we said in the first half. We are doing what we said we would do. We are executing the strategy. We are working through the issues, all of that remains exactly as I said in the first quarter on the roadshow and through the investor presentation.

So I would just say we are feeling good about where we are, we are on the right path but I would caution against any assumption that says we have just popped out of this and now growth rates are going back to exactly where they were. There are a lot more factors involved. We feel great about where we are and the path we are on and like I said, I think we laid down a bunch of markers and what is important to me is we are doing exactly what we said and we are trickling toward the upper end of that trajectory and we will keep updating you as we go.

On the small and medium-sized business issue, I'd just say the overwhelming majority of what eBay sells comes from small and medium-sized businesses. Overwhelming majority. A large seller on eBay is a couple of million dollars and that is the incredible breadth and the fragmentation that is eBay, the 25 million sellers are the incredible (technical difficulty)

-- we work closely with eBay and we look at the acquisition that comes off of that. We have obviously expanded our acquisition efforts tremendously off of eBay. We have a tremendous amount of organic traffic that comes to our website that we convert. We have merchants now -- 10 million plus merchants across the world that also generate consumer acquisition. And as our value proposition strengthens, as our brand strengthens, as our scale strengthens, there is a network effect that just naturally goes on and as our lifecycle efforts which are still relatively nascent I would say in general expand, I think we can improve our ability to both attract customers to PayPal and importantly retain and engage them and make them active customers.

So I feel very good about that and I think our history proves that point. In terms of (technical difficulty)

-- on 2016 guidance I guess I would refer you back to my last answer. We put 2016 guidance up three weeks ago in the investor presentation and we are not changing that now. I think we will come back to 2016 guidance as we get closer to the end of the year and obviously as we get closer to 2016. Whether the initiatives we are in or not when we gave the guidance of course everything in the business was in it, there was no footnote to that. But as we see the progress of these initiatives, we will update the guidance when we get closer to 2016.

Vis-a-vis MELY, I guess I wouldn't comment on a specific asset. I would just comment on our approach to our portfolio which is everything has to have a reason to exist in the portfolio; not everything has to have a path to direct ownership or accretion of our results immediately. But ultimately we don't hold things for the sake of holding them and you have seen that through the disposition of Enterprise and of Craigslist and ultimately we will look at everything through that same lens.

I think that vis-a-vis that relationship, it has been a strong relationship. They have done a great job we have learned and grown together and it has been a very positive and constructive relationship but again our portfolio we understand that every investment we have needs to have a reason and I think we have put our money where our mouth is with our actions over the last six months.

Thank you.

Heath Terry, Goldman Sachs.

Thank you. Devin, I was wondering if you could give us a sense of where you are in terms of reactivating users post the data breach. Bob had given some stats along the way and kind of curious how much of an opportunity you still see there being in that reactivation?

And then to the extent that you are starting to get some real data behind the reconfigured pages and the impact that that is having on traffic, you mentioned that it is either neutral to positive. Can you tell us how far along in that process you are, how much more there is to go before you feel like you fully re-categorized all the pages that are going to need to be so that we can get a sense of sort of when we will start to see the full impact of that?

Yes, thanks for the question. On the user growth as we said and as you have seen, these are sort of long cycle movements, they don't immediately move up and down, they sort of are longer cycle sine wave type movements. And we have been moving down since last year but I think what was very important in this announcement, in this earnings was the fact that we have seen for the first time really since May of 2014 quarter-on-quarter stability in user acquisition. So that doesn't mean we snap right back but I feel like there is a reasonable chance that we are at the bottom of that sine wave now and can now start working our way back up.

So that to me is an encouraging sign. And just vis-a-vis the opportunity on user growth, I mean yes, one of the things I am proudest of over the last four years is we added roughly 60 million active accounts which is a sign of relevance to say the least. I think the ability to continue to acquire users and drive eBay's relevance across consumers and sellers is absolutely part of what we are talking about in our strategy.

On the pages, it is really early and like I said this is going to be a long-term effort. I think we've put pages up that I think are very interesting. They are interesting not just to reacquire SCO traffic but they are interesting for what they mean for the shopping experience on eBay. This is not about another commodity page to sell another commodity item, this is about sharpening the focus on what is truly uniquely different about our business and that is the spectrum of choices and value which can only be done when we understand product families.

So I am encouraged by it but we have 800 million items for sale and this is going to take quite a long time but the benefits will come as we work them. It is not all or nothing and we will just keep working our way down in providing updates as we go. Thanks for the question.

Great, thank you.

Sanjay Sakhrani, KBW.

Thank you. I guess I had a question on active accounts growth for Dan. I was just wondering if you could give us some more details, maybe mix of geography, kind of the complexion of that new subscriber? And then just how long it takes that account to get to like average economics?

Second question just very quickly on a model question, could we just get a sense of how to think about the share count on a go forward basis for PayPal as well? Thanks.

So thanks for the question. We don't break out our average account growth by region or channel coming in. What we do see though is strong growth. If you look at our TPV, it is very strong growth across the world. Our acquisition is relatively similar to that. That is one of the benefits of having a truly global network right now. Half of our revenue comes from outside of North America and that has been the case for quite some time. Our TPV is strong, our acquisition growth is strong as well.

When a user comes on typically what we find is if it is an active user, it comes on and again we are doing lifecycle efforts to accelerate all of this but we typically begin to see that benefit come on within the first year or so.

On the share count, the starting point will be determined by the conversion rate next Monday so we can not speculate at this point. The formula is pretty simple. The ratio of the opening price versus PayPal versus the closing price of eBay Inc. knowing that it is a 1 for 1 share exchange that every existing holder of eBay Inc. gets one share of PayPal and one share of eBay.

Matt Nemer, Wells Fargo.

Thanks, good morning. I've got two questions for Devin and Scott. First, could you talk to the early seller response to the structured data requirement? Are key sellers clear on the new strategy?

Second, do you expect to be more granular on the share repurchase activity targets and other uses of cash post split and can you clarify what your leverage ratio limits would be at the high-end of BBB? Thanks.

Thanks. I will take the first and I will give it to Scott for the second.

On the first, I think the response has been very good so far. We have seen almost no change in listings, we are facing it in so the requirement was June 29, the way we are implementing it is through category and that is being phased in. But right now I think the community has adopted it very well. We have seen no change in listings and no material breakage in GMV. So for whatever it is three weeks in, it is going exactly as we had planned.

I will turn it over to Scott for the capital discussion.

A couple of points maybe around the capital structure. First, we've got a terrific business model that at 0% to 5% revenue growth over the next couple of years generates more than a couple of billion dollars worth of free cash flow annually. And the tenets of the capital structure policy if you will that I laid out earlier around focusing on the long-term value creation, balancing our growth and profitability and investing and doing disciplined M&A and managing our portfolio in a disciplined way while optimizing the financial flexibility and the access to debt and the cost of capital, we will continue to I think put down clear demonstrated results around each of those while we continue to offset dilution and reduce the share count, the opportunistic share repurchases.

Maybe a couple of points on each of these. The repurchases, we expanded the authorization by $1 billion to $3 billion this morning.

With regards to your question specifically around the debt, we are still in the final stages with the bond rating agencies about finalizing their ratings. We believe that will be a strong investment grade rating and that would be a debt to EBITDA ratio somewhere between 2.5 to 3 which would provide us sufficient financial flexibility to take on additional debt if we chose. And over the course of the following months and years we will continue to execute and be disciplined or around each of those tenets.

Jamie Friedman, Susquehanna Financial Group.

Thanks for sneaking me in here. I wanted to ask you Dan about merchant acceptance in a fairly straightforward question. If a merchant does not accept PayPal today, why would that be the case and how do you expect that to change over time?

I think as you know, we've got over 10 million plus merchants that accept us today and our merchant growth is accelerating nicely quarter-over-quarter as well. That is because we provide an extremely strong proposition to the merchant. We bring first of all now almost 170 million users onto the platform. Those are typically more active users than the normal Internet user. They spend more, they are more active so we bring a very engaged base to the merchant.

It is simple and easy to integrate with us. We have made that a very low touch experience now. We are increasingly doing in context so that when a consumer purchases on a merchant website they don't need to bounce back to something else, they can do it in context on the merchant's website. So our value proposition is improving quite substantially. One Touch is another substantial improvement on that and it is really a matter of going in and getting the right channels and getting the right touch points to those merchants.

We have a channel that goes after large merchants, we are making very good progress on that. Obviously there were some merchants that there was an inherent conflict when we were part of eBay. This now opens our opportunity to look at every, single merchant out there as a truly independent third-party payments platform on that.

We are also beginning to win with some players like big commerce where they are using our platform that really goes into the small market with partnerships and we are looking at more and more of that and making some very good progress on that.

So I am very encouraged by kind of the efforts in terms of our merchant acquiring business. It is growing substantially. Our value proposition is stronger than ever and if you look at our strategy, the whole idea behind merchant acquiring is how do we become a great partner for merchants, how do we do more and more for them in this increasingly complicated world? How do we become 100% share of checkout so they can easily integrate any form of payment that they want to put in there.

Whether it is Bitcoin or Android pay or any of the credit card companies, we can integrate that for them. We can integrate into their loyalty, we can integrate into their rewards, we can integrate into offers and so we really want to be fully a partner with a completely agnostic platform that allows the merchant to interact with their consumers on a very personal level. So we are putting in a lot of places, a lot of pieces to that puzzle and feel really good about the initial success we have seen on that.

Thank you.

Thanks very much, everyone.

Ladies and gentlemen, this concludes today's conference. Thank you for your participation and have a wonderful day.