eBay 2011 Annual Report Download - page 71

Shelf Registration Statement
At December 31, 2011 , we had an effective shelf registration statement on file with the Securities and Exchange Commission that allows
us to issue various types of debt securities, such as fixed or floating rate notes, U.S. dollar or foreign currency denominated notes, redeemable
notes, global notes, and dual currency or other indexed notes. Issuances under the shelf registration will require the filing of a prospectus
supplement identifying the amount and terms of the securities to be issued. The registration statement does not limit the amount of debt securities
that may be issued thereunder. Our ability to issue debt securities is subject to market conditions and other factors impacting our borrowing
capacity, including our credit ratings.
In October 2010, we issued $1.5 billion aggregate principal amount of our senior unsecured debt securities under a prior shelf registration
statement in an underwritten public offering. These debt securities remain outstanding and consist of $400 million aggregate principal amount of
0.875% notes due 2013, $600 million aggregate principal amount of 1.625% notes due 2015 and $500 million aggregate principal amount of
3.250% notes due 2020. The indenture pursuant to which the notes were issued includes customary covenants that, among other things, limit our
ability to incur, assume or guarantee debt secured by liens on specified assets or enter into sale and lease-back transactions with respect to
specified properties, and also includes customary events of default. As of December 31, 2011, we were in compliance with the covenants in the
indenture.
Commercial Paper
We have a $2.0 billion commercial paper program pursuant to which we may issue commercial paper notes with maturities of up to 397
days from the date of issue in an aggregate principal amount of up to $2.0 billion at any time outstanding. As of December 31, 2011 , $550.0
million aggregate principal amount of commercial paper was outstanding, the weighted average interest rate on those notes was 0.16% per annum
and the weighted average remaining term on those notes was 40 days.
Credit Agreement
On November 22, 2011, we entered into a credit agreement that provides for an unsecured $3.0 billion five-year revolving credit facility
that includes a $300.0 million letter of credit sub-facility and a $100.0 million swingline sub-facility, with available borrowings under the
revolving credit facility reduced by the amount of any letters of credit and swingline borrowings outstanding from time to time. We may also,
subject to the agreement of the applicable lenders, increase the commitments under the revolving credit facility by up to $1.0 billion. Funds
borrowed under the credit agreement may be used for working capital, capital expenditures, acquisitions and other general corporate purposes.
The credit agreement replaced our prior $1.8 billion unsecured revolving credit agreement, dated November 7, 2006.
As of December 31, 2011 , no borrowings or letters of credit were outstanding under our $3.0 billion credit agreement. However, as
described above, we have a $2.0 billion commercial paper program and we maintain $2.0 billion of available borrowing capacity under our credit
agreement in order to repay commercial paper borrowings in the event we are unable to repay those borrowings from other sources when they
become due. Accordingly, at December 31, 2011 , $1.0 billion of borrowing capacity was available for other purposes permitted by the credit
agreement.
Loans under the credit agreement bear interest at either (i) the London Interbank Offered Rate (LIBOR) plus a margin (based on our public
debt ratings) ranging from 0.625 percent to 1.125 percent or (ii) a formula based on the agent bank's prime rate, the federal funds effective rate or
LIBOR plus a margin (based on our public debt ratings) ranging from zero percent to 0.125 percent. The credit agreement will terminate and all
amounts owing thereunder will be due and payable on November 22, 2016, unless (a) the commitments are terminated earlier, either at our request
or, if an event of default occurs, by the lenders (or automatically in the case of certain bankruptcy-related events of default), or (b) the maturity
date is extended upon our request, subject to the agreement of the lenders. The credit agreement contains customary representations, warranties,
affirmative and negative covenants, including a financial covenant, events of default and indemnification provisions in favor of the banks. The
negative covenants include restrictions regarding the incurrence of liens, subject to certain exceptions. The financial covenant requires us to meet
a quarterly financial test with respect to a minimum consolidated interest coverage ratio.
As of December 31, 2011 , we were in compliance with the financial covenants in the credit agreement.
Notes Payable and Capital Lease Obligations
In addition to the debt described above, as of December 31, 2011, we had notes payable of $16.7 million and capital lease obligations of
$14.9 million that were assumed as part of our GSI acquisition.
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