Selim Freiha - VP, IR Devin Wenig - President and CEO Scott Schenkel - SVP, Finance and CFO

Ross Sandler - Deutsche Bank Carlos Kirjner - Bernstein Eric Sheridan - UBS Heath Terry - Goldman Sachs Justin Post - Merrill Lynch Colin Sebastian - Robert Baird Douglas Anmuth - JPMorgan Kunal Madhukar - SunTrust Mark May - Citi Mark Mahaney - RBC Scott Devitt - Stifel Brian Fitzgerald - Jefferies

Good day, ladies and gentlemen, and welcome to the eBay Third-Quarter 2016 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later we will conduct a question-and-answer session and instructions will be given at that time. As a reminder, this conference is being recorded. I would now like to turn the floor over to Selim Freiha, Vice President of Investor Relations. Please go ahead.

Thank you, operator. Good afternoon. Thank you for joining us and welcome to eBay's earnings release conference call for the third quarter of 2016. Joining me today on the call are Devin Wenig, our President and Chief Executive Officer, and Scott Schenkel, our Chief Financial Officer. We're providing a slide presentation to accompany Scott's commentary during the call. We've also included a structure data update in the appendix. All revenue and GMV growth rates mentioned in Devin and Scott's prepared remarks represent FX neutral year-over-year comparisons unless they clarify otherwise. This conference call is also being broadcast on the Internet, and both the presentation and call are available through the investor relations section of the eBay website at investors.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 link. Before we begin, I'd like to remind you that during the course of this conference call we will discuss some non-GAAP measures related to our performance. You can find the reconciliation of these measures to the nearest comparable GAAP measures in the slide presentation accompanying this conference call. In addition, management will make forward-looking statements that are based on our 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 2016 and the future growth in our business. Our actual results may differ materially from those discussed in this 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 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 investors.eBayInc.com or the SEC's website at SEC.gov. You should not rely on any forward-looking statements. All information in this presentation is as of October 19th, 2016, and we do not intend and undertake no duty to update this information. With that, let me turn the call over to Devin.

Thanks, Selim, and good afternoon, everyone. We delivered good top and bottom line financial results in Q3, led by consistent performance in our core eBay platform and strong growth from StubHub and Classifieds. We made progress on our strategy, began activating our new brand marketing messages and we readied our organization to execute in the upcoming holiday quarter. Overall, total GMV was up 5% for the quarter, while revenue was up 8%. GMV decelerated modestly while revenue accelerated a point. GMV deceleration was driven primarily by StubHub lapping last year's product changes, and in part by the shift of marketing spend to longer cycle brand investments on our Marketplace platform. The revenue acceleration was driven primarily by lower contra revenue spend and a VAT settlement. Active buyer growth was 3% and we added over 1 million additional buyers to our platforms in Q3. GMV on our Marketplace platform grew at 4%, while StubHub grew volume at 23%. And our Classified platform grew revenue at 14%. Finally, we repurchased $0.5 billion of our stock, and we closed several key acquisitions that we announced over the last several months. On our Marketplace platform, we continue to make steady progress against our strategy to drive the best choice, the most relevance and the most powerful selling platform. In Q3 we signed several new strategic brand partners, including Mattel, Fender, Qualcomm and Magic Chef, enhancing our efforts to drive more choice for our consumers. Using our data, we're also increasingly reaching out to our sellers to prompt them to source and list in-demand goods where we see gaps in supply. And finally, in the past several months we've launched several new curated vertical experiences in Fashion; and Home and Garden. Most recently we announced eBay Collective in the U.S. a shopping destination which provides consumers with curated inventory for antique, modern and contemporary furniture and fine art. This is similar to the approach we took earlier in the year with the launch of our curated wine category on eBay and it's an approach we'll seek to replicate going forward, where we see the opportunity to do so. I'm particularly excited about the improvements we're making to drive the most relevant shopping experience for our consumers. We continue to process more data from our structured data initiative, which enables us to have better insight into the inventory on our site and to build better user experiences. In Q3 we increased the percentage of structured data listings processed to 48% of relevant live listings. The ongoing growth in penetration of structured data is enabling us to accelerate the pace of new browsed and product page launches, and we ended Q3 with over 100 million pages build on structured data, that showcased our inventory in ways that were not possible just a year ago. We're further enhancing these pages by introducing new features, such as multiple top picks, product comparisons and limited time deals, and we continue to see significantly higher conversion. While these early results give us continued confidence in our strategy, our new pages are currently being exposed to a very small fraction of our traffic. The majority of our business today comes through our organic, on eBay search funnel. Over time we expect to start introducing these new experiences to our organic traffic. Now while we're moving at an urgent pace, you can expect us to take an intelligent approach to this transition to ensure that we don't disrupt our customers along the way. Another area I'm excited about is mobile. Since the launch of our redesigned eBay mobile apps in May, customer reviews have trended higher as we have significantly improved the speed and the usability of our apps. And our ability to rapidly iterate on user feedback has enabled us to keep this positive momentum going. We recently released the fifth update to our new mobile experience in the past five months, and this cadence of improvements is translating into better growth, with Q3 being the second quarter in a row of mobile growth acceleration. We're also beginning to leverage artificial intelligence to power unique commerce experiences for our users. Yesterday we announced the beta launch of eBay ShopBot on Facebook Messenger, a personalized shopping assistant that enables people to find the best deals from eBay's 1 billion listings. Our vision is to make shopping with eBay as easy as talking to a friend, whether you're looking for something specific or you're browsing for inspiration. eBay continues to be one of the leading consumer brands in the world, having recently been ranked number 32 by Interbrand in their 2016 Best Global Brands report. This is the same position that eBay achieved in 2015 and we view this as positive, because the recent ranking reflects the first full year post the PayPal spend. With that, we've also been doing considerable work to sharpen our brand. During Q3, we began to activate our new brand messages by running several marketing pilots externally. We continue to shift more of our marketing resources towards top of the funnel consideration and we'll further ramp our external efforts during the upcoming holiday season and into 2017. This includes plans to advertise on TV in the U.S. and Europe during this holiday season which we have not done since 2014. Finally, we continue to execute on our plans to deliver the most powerful selling platform. In August, we launched Seller Hub to all U.S. sellers and have recently begun the process of rolling that out to international markets. Thus far, over 0.5 million sellers have used Seller Hub and we're seeing early improvements in key listing metrics and strong adoption of marketing features such as our promotions tool, and we're steadily expanding our promoted listings product, enabling more and more sellers to bid their inventory replacement in search results. We also today announced the launch of an entirely new set of APIs, making it simplifier for our developers and sellers to rapidly integrate with eBay and onboard all their inventory using retail and industry standard practice. On the consumer selling side, we continue to simplify selling on eBay. We recently began rolling out our simplified listing flow to a portion of first time consumer sellers. While still early, we're seeing better completion rates and improved listing quality. We're also seeing strong demand for our assisted selling service, eBay Valet. We now have drop off sites live in 1700 FedEx locations and we've made several improvements to enable a better user experience, including upfront value estimation and item eligibility. And in September we launched quick sell, which enables consumers to trade in their mobile phone with transparent pricing, taking advantage of mobile phone industry upgrade cycles. StubHub continues to innovate and execute against the large and increasingly global market opportunity. The team continues to drive innovative user experiences, expanding our virtual reality technology to 55 total venues, which represent over one-third of ticket sales on our native app platform. We also recently launched our blended primary and secondary ticket experience for the Philadelphia 76ers, and launched the ability for users to receive support through a Skype chatbot. Growth began to slow in the quarter as we started to lap the product changes we made last September, and our comps will get more difficult from here. However, we believe our strategy of expanding internationally and selectively tapping into the primary market will serve us well over the long-term. Our classified platform continues its good growth, driven by strong vibrancy metrics across our major markets, increased engagement with our native mobile apps, and continued strength in the motors and the real-estate verticals across our key markets, and we’re working to leverage all three of our platforms to drive great consumer experiences. The eBay and Gumtree inventory integration effort that we launched in Australia in Q2 show good results. And we’ll now roll out the integration of core inventory into our classified sites in several other markets. We also began testing ticketing in inventory integration between Kijiji Canada and StubHub. We envision tying our strong eBay assets closer together over time to enable a more unified experience for all of our consumers. In summary, we’re making meaningful progress on our strategy while delivering good financial results. Replatforming a business of our size and scale takes time. However, our pace of innovation is accelerating. We’re increasingly using structured data and artificial intelligence to transform shopping on eBay, delivering more personalization capabilities, continuing to iterate our mobile experience, and bringing more unique inventory and categories to our customers. We’ve got more work to do, but I'm confident we’re on the right path. Now, let me turn it over to Scott, and he’ll provide more details on our Q3 results.

Thanks Devin. In Q3, business performance was stable, and we delivered good financial results while executing on our strategic priorities. StubHub and Classifieds continued growing double-digits, and the marketplace improvements we saw last quarter are still evident in mobile C2C and SCO. As we reflect on the last nine months, we remain confident in our strategy and we continue to make progress. During my discussion, I’ll reference our earnings presentation beginning on Slide 4. In Q3, we generated $2.2 billion of total revenue, $0.45 of non-GAAP EPS, $617 million in free cash flow, and we repurchased $500 million of our stock. In addition, we are raising the full year guidance on revenue and expect to be in the middle of the previously communicated non-GAAP EPS range. Let's start with Q3 active buyers on Slide 5. In the quarter, trailing 12-month growth was down 1 point to 3% year-over-year. The quarter-over-quarter deceleration was driven by lapping last year’s increased marketing spend in India. On Slide 6, we enabled $20.1 billion of GMV in Q3, up 5% versus last year, decelerating 1 point versus prior quarter, driven by StubHub and U.S. marketplace platform. By geography, the U.S. generated $8.4 billion of GMV, up 3%, while the international delivered $11.7 billion of GMV, up 7% year-over-year. Moving to revenue, we generated net revenues of $2.2 billion, up 8% versus last year, accelerating 1 point versus Q2. We delivered $1.7 billion of transaction revenue, up 8% and $470 million of marketing services and other revenue, up 10%. Transitioning to our Marketplaces platform on Slide eight, Q3 [technical difficulty] 4% year-over-year, rounding down 1 point versus Q2. U.S. GMV decelerated as we shifted marketing spend to more brand awareness, which tends to have a longer payback as we start to influence consideration. International GMV improved slightly quarter over quarter rounding up a point. Total Marketplace revenue was $1.8 billion, up 5% year over year - a two-point acceleration versus prior quarter. Transaction revenue grew 5%, up three points quarter over quarter. This acceleration is attributed to reduced marketing incentives that show up in contra revenue along with the VAT settlement. Marketing services and other revenue grew 5%, decelerating six points versus Q2, driven by tougher comps from the PayPal operating agreement. Moving to Slide 9, StubHub had another strong quarter, delivering 23% GMV growth and 32% revenue growth, driven by strength in concerts, theater and major league baseball. In the quarter, we closed both the TicketbiS and Ticket Utils acquisitions, adding to our international presence and improving seller tools. Moving to Slide 10. In Q3, Classifieds revenue grew 14% year over year, a 1 point deceleration from last quarter. The automotive and real estate verticals in our key markets remain strong while ad revenue growth modestly decelerated. Our key engagement metric like visits, replies and listings remain healthy and we will continue to innovate across our mobile apps which are increasingly more important as traffic continues to shift to mobile. Turning to Slide 11 and major cost drivers, in Q3 we delivered non-GAAP operating margin of 29.9%, which is down 200 basis points versus last year. The impact of a strong U.S. dollar pressured margins 200 basis points. The foreign exchange impact was felt across all spend categories. So I'll focus my comments on the operational dynamics of our expenses. Roughly half the increase in cost of revenue was driven by the mix of our faster growth platforms like StubHub, which have an inherently lower gross margin. Q3 sales and marketing expense increased slightly as we shifted spend away from seller incentives that show up in contra revenue and redeployed to top of the funnel channels like brand. Product development is an area where we have been investing more heavily and half of the year-over-year increase is from our work on the Marketplace product experience. G&A expense was down roughly 80 basis points year-over-year from strong operating leverage. Moving to Slide 12, in Q3 we delivered $0.45 in non-GAAP EPS, up $0.02 versus prior year, driven by revenue growth and the net benefit of share repurchases, partially offset by the impact of a stronger US dollar. In Q3 GAAP EPS was $0.36, down $0.09 versus last year. The drop in GAAP EPS is driven by last year's investment gains in SnapDeal and [indiscernible]. As always, you can find a detailed reconciliation of GAAP to non-GAAP financial measures in our press release and earnings presentation. On Slide 13, in Q3 we generated free cash flow of $617 million, up 34%, largely due to lapping separation related costs incurred last year. We remain on track to deliver our full year guidance of $2.2 billion to $2.4 billion. CapEx was 8% of revenue in Q3 and our full year guidance remains 7% to 9%. Moving to Slide 14, we ended the quarter with cash, cash equivalents and non-equity investments of $10.4 billion, of which $2.7 billion is in the U.S. In Q3 we repurchased 16.5 million shares at an average price of $30.29 per share, amounting to $500 million in repurchases. We have completed share repurchases of $2 billion this year or roughly 115% of our year-to-date free cash flow. We ended the quarter with $2.3 billion of share repurchase authorization remaining and we are on track with our full year plans for share repurchases, which will represent $500 million for Q4. Let me remind you about our strategy and overall philosophy on investments. We regularly review and actively manage our investment portfolio to ensure that our investments support the Company's strategic direction and complement our disciplined approach to value creation, profitability and capital allocation. With this in mind, we recently sold most of our stake in MercadoLibre. We remain committed to our customers in Latin America and we have signed a strategic agreement with MercadoLibre that is designed to advance cross-border opportunities for our sellers who are targeting buyers in Latin America. The sale has enabled us to realize roughly $1.2 billion of gross proceeds. We are currently working through the exact U.S. and international tax implications, including the timing of cash payments which could have an impact on our free cash flow. We intend to use the net proceeds in a manner consistent with our capital allocation policy. Now moving to guidance on Slide 15, for Q4 we are projecting revenue between $2.36 billion and $2.41 billion, growing 4% to 6% year-over-year. We expect non-GAAP EPS of $0.52 to $0.54 per share, representing 4% to 8% as reported year-over-year growth. The EPS growth is driven by revenue growth and the net benefit of our share repurchase program, partially offset by the impact of a stronger dollar. Based on Q3 performance, we are raising revenue guidance for the full year. Revenue is now projected to be $8.95 billion to $9 billion, growing 6% to 7% year-over-year. Our non-GAAP margin guidance range of 31% to 33% is unchanged. However, we continue to expect to be at the low end of this range. We are raising our full year non-GAAP tax rate slightly to 19.5% and 20.5%, and now we expect our non-GAAP EPS to be in the middle of our previously disclosed guidance range of $1.85 to $1.90 per share. Due to the sale of our stake in MercadoLibre, we are raising our full year GAAP EPS guidance to $2.22 to $2.32 per share. As we enter Q4, I'd like to take a moment to reflect on 2016. We started the year expecting to grow revenue in the 2% to 5% range. Year-to-date, we have executed on and aligned our investments behind our strategic initiatives while increasing our revenue growth outlook to 6% to 7%. The Marketplace platform began seeing green shoots from our re-platforming and more of [ph] the efforts are positive, they have not yet materially impacted the trajectory of the overall business. StubHub enjoyed performance over the past three quarters and has now stated lapping the product changes from last September which will carry into next year. Classifieds continued its double-digit growth while investing in mobile innovation and we started lapping the PayPal operating agreement revenue in July, which puts pressure on our marketing services revenue growth. While accelerating our revenue growth this year, we increased investment in product development and brand to invest in future growth. That combined with our recent acquisitions and integrations has been paid for with operating leverage in G&A and redeployment within marketing. And while we are relatively well protected on net income due to our hedging program, the stronger U.S. dollar has driven roughly 150 basis points of ongoing margin compression year-over-year. Throughout 2016, we continue executing on our disciplined capital allocation strategy, and we have been acquisitive in the areas of geographic expansion in tech and talent while returning $2 billion worth of capital to shareholders in the form of share repurchases. Since the separation with PayPal last July, we have repurchased $3.2 billion worth of our shares or roughly 11% of gross shares outstanding. Our strong ongoing cash flow, along with the cash and the sale of our stake in MercadoLibre allows us to continue our disciplined capital allocation strategy, including returning of capital to shareholder through share repurchase. In closing, we are focusing on the holiday season in Q4 and continuing to lay the foundation for 2017 and beyond. And now, we'd be happy to answer your questions, Operator?

[Operator Instructions] Our first question comes from the line of Ross Sandler from Deutsche Bank.

First a high-level question and a follow-up on the buyer gross. So the high level one is, I think most investors understand that these re-platforming exercises take a number of years, as we've seen with other companies who have gone through the same thing, and you guys have said that the aspirational goal at the end of the day is to get back to double digit e-commerce like growth rates. So as we look over to next year and you start cutting more traffic over to these higher converting pages, when do you think we'll start to see the GMV growth start to pick up? Any color there would be helpful? And then on the active buyer side, what are you seeing right now in the current quarter in terms of churn and new buyers coming in to get to that 1 million that you added in the quarter? Thank you.

Ross, thanks. I'll start and then I'll turn it over to Scott. Yes, as we've said I think consistently for the last year, this is a large effort to re-platform our business. We have an amazing flywheel, but the re-platforming is necessary to simplify eBay and to make it more relevant for our consumers and our sellers globally. We feel very confident we're on the right track. Where we've been able to add structured data, where we've been able to build new experiences on it, now 100 million pages, we're very happy with those results. In fact, they're in line with exactly what we had hoped when we engaged in this initiative. We've also said that it's not a light switch that you turn on or off. Because we have such a strong core business and some much about traffic is organic through the core search funnel, it's a careful exercise and it isn't a switch that you just through on. We've got to introduce these new experiences carefully because we have a high converting high traffic channel, which is the organic eBay funnel and the organic search channel. So, we think we're on track and vis-a-vis GMV, one of the things I just note is that our business, it's always been very difficult or impossible to look at GMV without revenue. We spend and subsidize at times. We do deals and promotions. We'll do that through the holiday. As we said here, the U.S. deceleration here was driven by a very conscious effort to begin to move our marketing spend into top of the funnel. As we start to introduce these new experiences and we think our customers like it, and that's evidenced in higher conversion, we think it makes more sense to spend up the funnel. That does lengthen the timeline. That does mean you may move it from say a subsidized deal, which would have been GMV in the quarter to a brand campaign, which doesn't tend to work that quickly. But that's okay We said we’re doing this for the long-term. We’re building a moat around eBay’s business. And we’re going to do this in a considered way, so that the business is more competitive and relevant than it's even been. And I'm really pleased with that. I think that’s right where we want to be. I’ll turn it over to Scott, and maybe he can comment on second part of your question, which is a buyer question.

Yes, Ross, on active buyers, look, as you saw, we have 165 million active buyers. That’s $5 million more than last year this time and 1 million more than last quarter. And that’s 3% of trailing 12-month growth, a little less than 1 point of deceleration. Specific to the deceleration, it's really driven by lapping a campaign we did last year in India, to push the efficient frontier around CLV in that business. And the underlying cohorts of our major markets remain stable. New buyer acquisition is stable. To Devin’s point, it's not yet really seeing acceleration from our structured data and SEO efforts, and what we’re doing around the replatforming. But it's stable. And the retained and reactivated and GMV per buyer in those buckets and the retention curves also remain stable.

And our next question comes from the line of Carlos Kirjner from Bernstein.

I have one question. You guys mentioned in your comments that you intend to ramp up marketing in the fourth Q and forward on one hand. On the other hand, you also said that the number of visits or page views or users that are seeing the new browse pages based on structure data, it's still very small. So, why ramp up marketing if you are not -- if the new experience is going to be available just to a small portion of the traffic. Are we right to -- could we conclude that these will change as you ramp up marketing? Or there is some other explanation? Thank you.

It's a good question Carlos. I’d say two things. The first is that top of the funnel brand market increased the halo around everything we do. So, whether or not you end up on that experience through the core eBay funnel or whether or not you end up on it through -- say through Google’s natural search results, we think that it takes longer but ultimately changing consideration of the eBay brand will yield benefits across all of our channels. So that’s a reason to start, because now with 100 million pages out there, even if we did nothing to increase the exposure of that to the core channel, it would still yield benefits, because there are a lot of people that end up on our site through say external search results. But we are also beginning to open up more the aperture this holiday, in particular, through our category pages, through our landing pages, where a number of our holiday campaigns will drive people. We are certainly going to carefully but increase the exposure of the new pages to more and more of our traffic over time. That’s the goal. So, I think that the brand benefit for us is really clear. We wish it yielded a 90-day payback but brand doesn’t tend to work that way. Just to reiterate, what I love about our sharper brand positioning is there has been a lot of commentary about the functional gaps that we need to close, i.e. we sell a lot of new goods, we sell a lot of in-season goods, 60% of all our inventory arrives within three business days. All of that is true. But that isn’t enough. And I think what is really unique about eBay -- and remember eBay is trying to be more unique, not more same -- is that everybody finds their version of perfect. And whether that means we have extraordinary millions of items of inventory to that you can only find on eBay, or whether it's we have the greatest deals and pricing power in some of our core more head inventory items, that's what's uniquely eBay. It is a more emotional shopping experience, it's a more resonant shopping experience, it’s a unique inventory and great amazing deals experience, and too many consumers don't know that. So it's worth moving the marketing money, even if it has a short-term impact in not subsidizing deals and that's the balance that we’re drawing. The balance we're drawing is delivering consistent and good financial results and beginning to pivot our marketing spend to build more of a moat around the very strong eBay brand. That's exactly what goes through our head when we consider how much to spend and where to spend in marketing, and at what pace do we introduce these new structured data pages.

Thank you, and our next question comes from the line of Eric Sheridan from UBS.

Maybe one -- the first one following on what we were talking about, based on Ross and Carlos' question, when you look at the impact of structured data, even though it's still continuing to build, we've talked about the auto category before on the last two earnings calls. Is there any other sense you can give us about how other product categories are sort of acting? Are there -- somewhere there's more benefits and where there's less benefits. We could understand a little bit about maybe some of the product category response to structured data across the broader platform. And then second question on StubHub, would love to get your sense of the competitive landscape on StubHub, seeing improved take rate now for the second quarter in a row. Want to understand what's driving that improved take rate and tie it back to competition. Thanks guys.

Thanks, let me take -- I'll take both of those. On the first part, now with 42% of live listings processed, we're covered across quite a few categories. And with 48% of experiences built on it, it's not -- we're not bound in specific verticals, we’re across the board. Remember, we're still out in largely external exogenous search, not in the core search funnel, but there are two metrics that matter to make this super simple, traffic and conversion. When I look at the page versus the page it replaced, I can see that it's simpler, it's better organized, it shows off what's unique about eBay. But put aside what I can see, I look at data, and the data for us, as we said in my remarks shows a quite significant increase in conversion. So we took this page down, we put this page up. The conversion is significant. It's not, you need a microscope to see it. It's meaningful. Now I do suspect that as we get closer to better converting channels like core search, we won’t maintain those conversion gains because we're basically competing against the better converting channel. But these are good experiences and the data shows that our customers like them and our customers are converting on these pages. So it's a cross category. It's actually fairly uniform. I wish I could say it's really working in this but not that. It's actually so far pretty uniform. It may prove not to be as we get more aggressive about introducing these experiences. But so far it's fairly uniform, and the pickup in the data is fairly significant. StubHub. So I think we feel -- we feel great about StubHub's business. I think that they've made significant improvements to their brand, to their product, to things like ticket recommendations, to the revised StubHub brand campaign, to their select entry into the primary markets, with some of the deals that they've done with leading franchises and teams. You know StubHub, we made some significant product changes last September and the growth rate took off like a rocket ship, and we're facing that wall right now. That's the reality of the math. It doesn't change at all, how we feel about their competitive position. And remember, we also now have, through the acquisition of TicketBis have entered the international market, and we think that internationally we're in the first inning of the secondary ticket market. So, competitively we think we're doing great. We think that this is the leading secondary market and increasingly primary market ticket franchise. We think their competitive position has never been stronger than it is right now. And the market opportunity -- we're going to face the math for another several quarters of the huge acceleration we had a year ago, but that doesn't change our view that this a great long term business that benefits from being part of eBay and we're going to grow it.

Thank you. Our next question comes from the line of Heath Terry from Goldman Sachs.

Just wondering -- not to harp on this whole take rate question, but to the extent that we did see a very small increase in the overall take rate in the Marketplaces business, and you've also sort of touched on the shift towards more brand advertising in the quarter, can you give us a sense of what of those two things are related, largely if there's less utilization of some of the contra revenue promotion to drive GMV growth that's implied by those two things?

Heath, a couple of points. First off, I think as we've talked about in the past, we always expect some degree of mix shift between geo, category, seller type, country, et cetera. And quarter-to-quarter I think we are up 10 basis points on transaction take rates for the Marketplace's business. So that's not a radical departure from the past or even year-on-year. I think it's relatively flat. When I look at the dynamics on contra, we've changed a -- we've been pushing the frontier of what we spend on whether its buyer coupons, seller incentives, inventory incentives quarter-to-quarter. And as we've talked about in the past, we kind of think about those as a bucket, whether they show up in a marketing spend, whether they show up in revenue, as negative revenue or net or positive revenue or in marketing expense. And what we're really looking for is where we can drive growth, COV, buyer acquisition, those types of metrics. This quarter we happen to shift away from the degree of buyer couponing and seller incentives and inventory incentives that we did last quarter, and certainly versus year-over-year, which had a positive impact on the overall revenue rate. And then as Devin commented, the combination of that plus redeployment of lower marketing channel spends to up or, really starting the transition for us as we start the process of activating our brand.

And so to the extent that your -- that your -- this GMV number that you're reporting on, the GMV growth number that you're reporting now is less reliant on that kind of contra revenue promotion. Is it fair or overly optimistic to characterize the GMV and GMV growth that you're seeing now as healthier than what you've seen in the last couple of years?

I think that's fair, I think that's fair. I mean we could go channel-by-channel but I think as we think about COV, it's not to say that we wouldn't spend contra in the future. And certainly, we continue to pulse it. But I think in terms of the GMV baseline as you described it, I'd agree. Just a quick wrapper on that, everything we're focused on, it's not -- you've heard me say before, it's not hard to generate GMV with the balance sheet. Subsidizing goods isn't hard. We're pretty disciplined about it. We only do it as it a means to acquire customers and to grow the flywheel. We're totaling focused on things that create sustainability and differentiation in the business. The brand does that. The product does that. That's how eBay gets healthy over time and that's where we're spending all of our time and effort. If we can move away from lower value subsidies to cycle that into things that have legs overtime and really sharply differentiate who we are and what we do, we'll do that every time and we won't be shy about doing it even if it has a short-term impact.

Yes and Heath, to put the GMV in context, U.S. was down a point really, catching around and international was up a point. So in total, while we're down quarter-over-quarter 1 point, it's relative around the edges on the underlying GMV being stable.

Thank you. And our next question comes from the line of Justin Post from Merrill Lynch.

I just have couple of questions. Devin, just thinking about structured data, just the timing, I think people want to be patient but want to think about when the board or when shareholders could really think about when we really should see the biggest impact or when you'd be in the sweet-spot for that. And then are there other initiatives in the pipeline beyond that, if structured data doesn’t turn out to have a material impact on GMV, other things that you think are really import to point out as you look out the next couple of years? And then maybe if you can help at, all, just wondering about StubHub and Classified margins versus the core. If you can give us any help with that. Thank you.

I’ll take the first, and then Scott can comment on the second. Keep in mind, structured data is an input, not an output. The way we’ve categorized our strategy is relevance, choice, and the best shopping experience. Structured data is an enabler of that. So no, I don’t think -- I think it's a sound bite to say we’re hinging everything on structured data. Our strategy is to have a brand that’s differentiated, to have inventory that’s differentiated, and to have a simpler more compelling shopping experience. That’s a really simple way to describe it. And all of those things are happening in earnest right now. So I think structured data is like a foundation of some of that. It’s the scaffolding that we need to build on top of. But it's not the sort of one bullet that we shot, and if that one bullet doesn’t hit its mark, then our business is not going to be where we want it to be. I think we have a multi-pronged strategy. Structured data is an important foundational element, but it's an input, not an output. Vis-à-vis timing, we’ll say what we’ve always said, which is this will take time. The results are not a light switch. It's not going to be one quarter. We said that last quarter. It’s not going to be one quarter where all of a sudden we just pop out the top. Because we’re replacing high converting pages. It’ll be a march. It’ll be a slower and steady march and we’ll continue to deliver good results while we’re doing that. We’ll continue to be disciplined about capital allocation while we’re doing that. We’ll continue to generate leverage for our shareholders while we’re doing that. So I think it's been a consistent story since we started this. Scott, you can talk about the margin…

Just a couple other things. We’ve pointed at mobile along the way. In Devin’s prepared comments, you heard him talk about the continued acceleration. At this point, we’re at 47% share. The feedback continues to improve on 5.0 and the growth is accelerating as well. And then C2C, we’ve done a series of things that Devin laid out many of them in his prepared remarks. And while we’re still shrinking, it's shrinking less so. And so, those are just a couple of extra points around our strategy and initiatives that we’re relying to drive future growth. As it relates to the margin, what I’d point to is, what I talked about for cost of revenue is kind of the gross margin dynamics of StubHub, having a bit heavier, not only a higher take rate but heavier cost dynamic. But the underlying -- we don’t really have segment margins, if you will, for the different platforms. So can't really comment on that.

Thank you. And our next question comes from the line of Colin Sebastian from Robert Baird. Your line is open.

First as a follow up. I wonder Devin if it's possible to look at finer points on the time frame, when do you expect to begin giving the exposure of the new product pages to the onsite search traffic, or at least describe the remaining hurdles in the way? And then secondly, outside of the shift to more brand advertising, I think you both have suggested that there's been more engagement with social media channels. If you could talk about what feedbacks, you might have from some of those initiatives? Thanks.

Thanks for the question. Vis-à-vis a more aggressive introduction of new experiences, it's already starting. It’ll certainly continue this quarter, or even through the holiday. If you think about it, the least disruptive is exogenous through search channels, then category and browse pages, which we're sort of introducing right now, and you'll see us drive a number of holiday campaigns directly to those experiences for the first time. And then the final one, which is the biggest channel but the one that we have to be the most careful about is the organic search channel. So we're not going to do that through this holiday. We will do more category and landing pages. We'll do more holiday campaigns to take you to those experiences but we're not going to mess around with our core search funnel as we get ready for holiday. You can expect us to start to do that next year. On social, Colin, we are very aggressive about that and by the way, top of the funnel, when we talk about brand marketing, I think it sometimes gets conflated with TV. TV is not the largest part of it. It's brand across all channels, including social. So this quarter we added an 18th social channel. We're working aggressively with multiple social channels, including what I mentioned in my remarks, launching about on Facebook messenger, but we're advertising and you'll see eBay's brand messages in addition to bottom of the funnel call to action messages increasingly across major social and messaging platforms.

Thank you, and our next question comes from the line of Douglas Anmuth from JPMorgan.

Thanks for taking the question, I had two I wanted to ask. First, Scott just on the 4Q outlook, can you just talk about the revenue guide, the FX neutral 4% to 6%, just some of the drivers there in terms of that being down from the 8% in 3Q. Obviously, it's up for comp on StubHub, but just hoping you can expand there. And then second, I think last quarter you talked about having 10% higher conversion from SEO to product pages. Can you update that number at all for 3Q?

Sure. Real quick, the 10% conversion holds, we continue to feel pretty good about that. So no real update on that. Specific to Q4, the guidance as you called out was 4% to 6% FX neutral revenue growth, with EPS $0.52 to $0.54 up 4% to 8%. Specific to the revenue, this really implies underlying continued stability with a couple of dynamics worth noting. First off you called out one of them, the StubHub lapping. We'll have three months of lapping versus just a month of lapping in Q4 which will decelerate -- have an impact to decelerating our overall total revenue and we have about a point of some non-repeating VAT settlements in Q3 that I called out in my prepared remarks. So those two will have an impact on the overall revenue growth that we called out. I would characterize the underlying revenue growth at 4% to 6% as relatively stable quarter to quarter. And then we expect the initiatives to continue on the positive trajectory that we've called out, but not yet having this narrative inflection point or a date that's everyone's looking for. We continue to see progress. We'll continue to elevate the experience via structured data and the user experience. We expect this to continue to see some benefits in mobile and C2C. But really continue to focus on our strategic initiatives, plus really lean in on our Q4 holiday plans. And then we'll talk more about '17 in January.

Thank you, and our next question comes from the line of Robert Peck from SunTrust.

Hi, this is Kunal for Robert. Sorry about the noise. Question on MercadoLibre and the rationale for divesting that stake. You already have $2.7 billion of cash in the U.S. You're buying back about $500 million of shares every quarter. Could that indicate that maybe the Board or management is thinking in terms of maybe issuing a one-time dividend?

No, as I indicated in my prepared remarks, we've sold the majority of our stake in MercadoLibre. And if the green shoe is exercised, we'll have sold all of our stake in MercadoLibre. And really this is driven by the fact that we regularly review and actively manage our investments as part of our disciplined capital allocation strategy. The sale is going to enable us to recognize the significant gain. It will be about $1.2 billion of gross proceeds and about $700 million to $800 million of net gain. If the shoe exercises, that'll be an addition to that. This is a Q4 event and we're working through the U.S. and international tax implications of this. The timing of the cash payments which may impact free cash flow, but this does not change our capital allocation strategy, nor our relationship with MeLi. We've great relationship with them and we've actually signed an agreement with them to expand our relationship to help connect our sellers to Latin America buyers.

Thank you. And our next question comes from the line of Mark May from Citi.

I think most of mine have been answered by now, but just going back to the Q4 outlook, just given the focus on the Marketplace numbers, and given sort of the changes that are going on in the quarter with StubHub, the decel, maybe if you could shed a little bit more light on kind of what your guidance assumes in terms of Marketplace GMV and/or revenue growth or maybe the inverse, give us the sense of exactly -- or more of a sense of how much do you expect StubHub revenue to decelerate? And then a question on M&A. I think Devin you've talked about this in the past. My impression is that to the extent that you are working, the acquisitions, they've been relatively small and kind of tuck-in strategic. Has your view on changed recently on that?

Mark, first on your first question. The underlying growth assumptions are 4% to 6% for the total company. About a point, we expect about 1 point of StubHub deceleration and about 1 point of VAT deceleration lapping, that we'll have to factor in. We don't give guidance by platform per say, but realistically speaking, the way I would think about it is we're roughly stable quarter-to-quarter in our implied guidance. Devin, I don’t know if you want to take that?

Yes, on the part of your question vis-à-vis M&A, nothing changes. We have a business that generates high free cash flow. We have a strong balance sheet. We have been able to return a meaningful amount of capital to shareholders. As you heard in Scott's remarks, we're going to likely continue to do that. And that still provides us the flexibility to do acquisitions where we see that we can create value. And we won't hesitate to do that. I don't think we've said a lot about big versus small. It's more about being disciplined about what we do. We wouldn't hesitate to do something larger, if we thought that we could create sustainable long term value in doing it. And right now, we've built capabilities, particularly in areas like AI and a little bit of geo expansion through small tuck-ins, and it’s likely to continue. But if we saw the opportunity to do something more meaningful we wouldn't hesitate to do it, but we'll be disciplined about it. We don't swing wildly at things.

Thank you. And our next question comes from the line of Mark Mahaney from RBC.

The acceleration in international FX neutral GMV growth, is there anything you'd call out from there? Any particular countries that may have contributed to that or do you view that really as more consistent with what you've seen in the last couple of quarters? And then secondly, the switch to the longer cycle marketing campaign, is there a time that you want to put out to test whether that shift in marketing works? Is that something you're going to try for a year and then assess at that point? I guess just the underlying question there is really, how long will it take in order to figure out whether that shift in marketing strategy is working? Thank you.

Yes, Mark, on the first half of the question, international was really just rounding up a point. I wouldn't characterize that to be any different than the prior quarter. So to the answer of your question, no, I wouldn't flag anything. Devin on the marketing.

Yes, Mark. Vis-a-vis marketing, we are a very measurement oriented company as you know, and the reason that historically we've been somewhat adverse to moving our marketing up the funnel is because it gets harder to measure value. It's easy to measure value when you're marketing down the funnel, and it gets harder as you move up. But that doesn't mean there is no value, so we have a way -- we are going to do -- as we increase the amount of up the funnel brand marketing, we are going to do our best at measuring value. It certainly needs a longer timeframe. I think it is at least a year in which it needs to be in the market to really resonate and start to shift the perception and consideration of the eBay brand. And we're going to watch it. It's not -- that's not the kind of thing you watch every day, like you do down the funnel marketing. But we're certainly going to watch it carefully. We've got a measurement framework for it. We'll hold it ultimately to the same standard that we hold any investment we make, but it is a little bit longer cycle that what we're used to and it will take -- we will need to leave it on and have the discipline to leave it on over a longer timeframe to know if it works.

Thank you. And our next question comes from the line of Scott Devitt from Stifel.

Devin, and just to beat a dead horse as you say, as you get on the back of the structured data transition, which does allow you offer you better experiences for consumers, you noted earlier that it won't show up in a single quarter but over time. And I am just wondering if you seek the outcome as going to be a GMV growth that's going to be sustained around current levels with these new experiences in place, or do you have conviction that growth will improve, you just don't have a defined time horizon of getting there? And then secondly for Scott, have you put further thought? Has the Board discussed any further of instituting a quarterly dividend? Thanks.

Look, obviously, we believe that some of the activity that we're doing can drive higher GMV growth. We do believe that. The timeframe will be what it is in some respect and we'll be as aggressive as we can. And it will be a kind of slower burn in this sense that it isn’t a one quarter wire on. It will roll in, as we roll these experiences in, which will be a build over quarters. But I don't -- we have certainly not changed our original philosophy, that we believe that there can be higher growth in this business, given what we're doing.

Yes, it's Scott. We're not changing our capital allocation strategy based on the sale of the MeLi asset. The reality is we have a pretty well, clearly defined 2016 buyback that we'll continue to execute. And then I would expect to some level that will continue in the future. But it's not going to -- it's not changing how we’re thinking about capital allocation and our strategy around that.

Operator, we have time for one more question.

Thank you. And our final question for today comes from the line of Brian Fitzgerald from Jefferies.

Maybe two quick ones. On the Korigan acquisition, how quickly does that type of tech get integrated? And then any updates on integration efforts with Ticket Utils and SalesPredict? And then finally on StubHub, what percentage of venues are you driving with the VR tech and how should we look at rolling it out to further venues? Thanks.

Thanks for the question. So, on Korigan, we have been working with Korigan previously. And the answer is it's already wired on. If you look at the collective experience that we launched this week, it's actually using Korigan to do background image improvement. It's a great experience. If you haven’t seen it, please go look at it. Just type collective into eBay search and go take a look at that vertical experience. That is using the Korigan technology, to in essence take seller images and improve them and remove the backgrounds and make them look just about museum quality. So, the answer is we’re already using it and we’ll expand the use of that over time. Vis-à-vis the other acquisitions like SalesPredict and Expertmaker, we are already starting to use that in the more backend part of the structured data initiative to create catalogues and taxonomies, which is happening with pace. So, all of these things, almost -- I believe all three of them, we have been working with prior to buying them. And they are wired on now and they’ll come online with even more spectrum over time. Vis-à-vis the VR rollout of StubHub, I think I’ve said that it's now 55 venues, which -- and we’ll just keep marching down that path, because customers are actually using it. I think we’ve got one of the best use cases for VR actually driving commerce and it makes sense. It's an immersive experience. It's a high ASP sale. And we’re learning from that about how we might bring VR into more core eBay activities, where emerging matters, where high ASP drives careful consideration of the visual image before purchase. So we like VR and augmented reality, and we think they’re going to be meaningful in commerce and we want to be a leader there.

Thank you. Ladies and gentlemen, that does conclude our conference call for today. We thank you for your participation. And you may now log-off and disconnect. Everyone have a great evening.