Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.95M
2: EX-2.04 Plan of Acquisition, Reorganization, Arrangement, HTML 63K
Liquidation or Succession
3: EX-10.53+ Material Contract HTML 54K
4: EX-21.01 Subsidiaries List HTML 39K
5: EX-23.01 Consent of Expert or Counsel HTML 35K
6: EX-31.01 Certification of Registrant's CEO as Required by HTML 40K
Section 302
7: EX-31.02 Certification of Registrant's CFO as Required by HTML 40K
Section 302
8: EX-32.01 Certification of Registrant's CEO as Required by HTML 37K
Section 906
9: EX-32.02 Certification of Registrants CFO as Required by HTML 37K
Section 906
16: R1 Cover Page HTML 105K
17: R2 Consolidated Balance Sheet HTML 155K
18: R3 Consolidated Balance Sheet (Parentheticals) HTML 47K
19: R4 Consolidated Statement of Income HTML 132K
20: R5 Consolidated Statement of Comprehensive Income HTML 67K
21: R6 Consolidated Statement of Stockholders' Equity HTML 117K
22: R7 Consolidated Statement of Cash Flows HTML 181K
23: R8 The Company and Summary of Significant Accounting HTML 92K
Policies
24: R9 Net Income Per Share HTML 65K
25: R10 Business Combinations HTML 44K
26: R11 Discontinued Operations HTML 174K
27: R12 Goodwill and Intangible Assets HTML 78K
28: R13 Segments HTML 76K
29: R14 Investments HTML 110K
30: R15 Derivative Instruments HTML 123K
31: R16 Fair Value Measurement of Assets and Liabilities HTML 111K
32: R17 Balance Sheet Components HTML 72K
33: R18 Debt HTML 113K
34: R19 Leases HTML 146K
35: R20 Commitments and Contingencies HTML 50K
36: R21 Stockholders' Equity HTML 55K
37: R22 Employee Benefit Plans HTML 70K
38: R23 Income Taxes HTML 129K
39: R24 Interest and Other, Net HTML 51K
40: R25 Accumulated Other Comprehensive Income HTML 86K
41: R26 Restructuring HTML 43K
42: R27 Supplementary Data - Quarterly Financial Data - HTML 110K
Unaudited
43: R28 Financial Statement Schedule HTML 78K
44: R29 The Company and Summary of Significant Accounting HTML 131K
Policies (Policies)
45: R30 Net Income Per Share (Tables) HTML 64K
46: R31 Business Combinations (Tables) HTML 42K
47: R32 Discontinued Operations (Tables) HTML 173K
48: R33 Goodwill and Intangible Assets (Tables) HTML 82K
49: R34 Segments (Tables) HTML 74K
50: R35 Investments (Tables) HTML 109K
51: R36 Derivative Instruments (Tables) HTML 114K
52: R37 Fair Value Measurement of Assets and Liabilities HTML 110K
(Tables)
53: R38 Balance Sheet Components (Tables) HTML 87K
54: R39 Debt (Tables) HTML 100K
55: R40 Leases (Tables) HTML 107K
56: R41 Stockholders' Equity (Tables) HTML 49K
57: R42 Employee Benefit Plans (Tables) HTML 62K
58: R43 Income Taxes (Tables) HTML 130K
59: R44 Interest and Other, Net (Tables) HTML 50K
60: R45 Accumulated Other Comprehensive Income (Tables) HTML 87K
61: R46 Restructuring (Tables) HTML 42K
62: R47 Supplementary Data - Quarterly Financial Data - HTML 109K
Unaudited (Tables)
63: R48 The Company and Summary of Significant Accounting HTML 51K
Policies - The Company (Details)
64: R49 The Company and Summary of Significant Accounting HTML 39K
Policies - Revenue Recognition (Details)
65: R50 The Company and Summary of Significant Accounting HTML 49K
Policies - Internal Use Software and Platform
Development Costs (Details)
66: R51 The Company and Summary of Significant Accounting HTML 43K
Policies - Leases (Details)
67: R52 The Company and Summary of Significant Accounting HTML 38K
Policies - Advertising Expense (Details)
68: R53 The Company and Summary of Significant Accounting HTML 44K
Policies - Provision for Credit Losses and
Customer Accounts and Funds Receivable (Details)
69: R54 The Company and Summary of Significant Accounting HTML 48K
Policies - Property and Equipment (Details)
70: R55 The Company and Summary of Significant Accounting HTML 40K
Policies - Goodwill and Intangible Assets
(Details)
71: R56 The Company and Summary of Significant Accounting HTML 38K
Policies - Impairment of Long-Lived Assets
(Details)
72: R57 The Company and Summary of Significant Accounting HTML 39K
Policies - Derivative Instruments (Details)
73: R58 Net Income Per Share (Details) HTML 102K
74: R59 Business Combinations (Details) HTML 54K
75: R60 Discontinued Operations - Narrative (Details) HTML 92K
76: R61 Discontinued Operations - Summary of Financial HTML 87K
Results (Details)
77: R62 Discontinued Operations - Summary of Cash Flow HTML 53K
Information (Details)
78: R63 Discontinued Operations - Summary of Assets and HTML 120K
Liabilities (Details)
79: R64 Goodwill and Intangible Assets - Goodwill Balances HTML 45K
and Adjustments (Details)
80: R65 Goodwill and Intangible Assets - Intangible Assets HTML 61K
(Details)
81: R66 Goodwill and Intangible Assets - Expected Future HTML 40K
Intangible Asset Amortization (Details)
82: R67 Segments (Details) HTML 79K
83: R68 Investments - Available-For-Sale Securities HTML 77K
(Details)
84: R69 Investments - Additional Information (Details) HTML 62K
85: R70 Investments - Equity Investments (Details) HTML 42K
86: R71 Investments - Unrealized Gain (Loss) on HTML 42K
Investments (Details)
87: R72 Investments - Carrying Value of Equity Investments HTML 53K
Without Readily Determinable Fair Values (Details)
88: R73 Derivative Instruments - Additional Information HTML 118K
(Details)
89: R74 Derivative Instruments - Fair Value of Derivative HTML 70K
Instruments (Details)
90: R75 Derivative Instruments - Effect of Derivative HTML 54K
Contracts on Accumulated Other Comprehensive
Income (Details)
91: R76 Derivative Instruments - Effect of Derivative HTML 62K
Contracts on Condensed Consolidated Financial
Information (Details)
92: R77 Derivative Instruments - Notional Amount of HTML 49K
Derivatives Outstanding (Details)
93: R78 Fair Value Measurement of Assets and Liabilities - HTML 101K
Financial Assets and Liabilities Measured at Fair
Value, Recurring (Details)
94: R79 Fair Value Measurement of Assets and Liabilities - HTML 44K
Assets Measured Valued Using Unobservable Inputs
(Details)
95: R80 Fair Value Measurement of Assets and Liabilities - HTML 57K
Quantitative Information About Level 3 Significant
Inputs (Details)
96: R81 Balance Sheet Components - Cash, Cash Equivalents HTML 44K
and Restricted Cash (Details)
97: R82 Balance Sheet Components - Other Current Assets HTML 42K
(Details)
98: R83 Balance Sheet Components - Property, Plant and HTML 58K
Equipment (Details)
99: R84 Balance Sheet Components - Accrued Expense and HTML 50K
Other Current Liabilities (Details)
100: R85 Debt - Carrying Value of Outstanding Debt HTML 114K
(Details)
101: R86 Debt - Senior Notes (Details) HTML 139K
102: R87 Debt - Commercial Paper and Credit Agreement HTML 62K
(Details)
103: R88 Debt - Expected Future Maturities of Long Term HTML 54K
Debt (Details)
104: R89 Leases - Summary of Leases by Balance Sheet HTML 68K
Location (Details)
105: R90 Leases - Summary of Lease Costs (Details) HTML 45K
106: R91 Leases - Summary of Operating and Finance Lease HTML 81K
Maturities (Details)
107: R92 Leases - Summary of Lease Terms and Discount Rate HTML 42K
(Details)
108: R93 Leases - Summary of Supplemental Cash Flow HTML 49K
Information (Details)
109: R94 Commitments and Contingencies (Details) HTML 38K
110: R95 Stockholders' Equity - Additional Information HTML 72K
(Details)
111: R96 Stockholders' Equity - Summary of Repurchase HTML 64K
Activity (Details)
112: R97 Employee Benefit Plans - Equity Incentive Plans HTML 78K
(Details)
113: R98 Employee Benefit Plans - Deferred Stock Units HTML 48K
(Details)
114: R99 Employee Benefit Plans - Employee Stock Purchase HTML 52K
Plan (Details)
115: R100 Employee Benefit Plans - Stock Option Activity HTML 40K
(Details)
116: R101 Employee Benefit Plans - Restricted Stock Units HTML 67K
(Details)
117: R102 Employee Benefit Plans - Stock Based Compensation HTML 55K
Expense (Details)
118: R103 Employee Benefit Plans - Employee Savings Plans HTML 45K
(Details)
119: R104 Income Taxes - Components of Pretax Income and HTML 74K
Provision for Income Taxes (Details)
120: R105 Income Taxes - Income Tax Reconciliation (Details) HTML 66K
121: R106 Income Taxes - Deferred Tax Assets and Deferred HTML 67K
Tax Liabilities (Details)
122: R107 Income Taxes - Tax Credit Carryforwards (Details) HTML 65K
123: R108 Income Taxes - Changes Unrecognized Tax Benefits HTML 48K
(Details)
124: R109 Income Taxes - Unrecognized Tax Benefits - HTML 48K
Additional Information (Details)
125: R110 Interest and Other, Net (Details) HTML 73K
126: R111 Accumulated Other Comprehensive Income - Changes HTML 88K
in Accumulated Balances of Other Comprehensive
Income (Details)
127: R112 Accumulated Other Comprehensive Income - HTML 81K
Reclassifications Out of Accumulated Other
Comprehensive Income (Details)
128: R113 Restructuring (Details) HTML 44K
129: R114 Supplementary Data - Quarterly Financial Data - HTML 106K
Unaudited (Details)
130: R115 Financial Statement Schedule (Details) HTML 58K
132: XML IDEA XML File -- Filing Summary XML 249K
15: XML XBRL Instance -- ebay-20201231_htm XML 4.72M
131: EXCEL IDEA Workbook of Financial Reports XLSX 179K
11: EX-101.CAL XBRL Calculations -- ebay-20201231_cal XML 494K
12: EX-101.DEF XBRL Definitions -- ebay-20201231_def XML 1.39M
13: EX-101.LAB XBRL Labels -- ebay-20201231_lab XML 2.84M
14: EX-101.PRE XBRL Presentations -- ebay-20201231_pre XML 1.88M
10: EX-101.SCH XBRL Schema -- ebay-20201231 XSD 276K
133: JSON XBRL Instance as JSON Data -- MetaLinks 643± 965K
134: ZIP XBRL Zipped Folder -- 0001065088-21-000006-xbrl Zip 710K
The eBay Incentive Plan is an element of eBay’s overall compensation strategy to align employee
compensation with eBay’s business objectives, strategy, and performance. The Plan is designed to reward eBay’s employees for delivering measurable results. The purpose of the Plan is to align compensation with quarterly and annual performance and to enable eBay to attract, retain, and reward highly qualified individuals who contribute to eBay’s success and motivate them to enhance the value of the Company.
2.Definitions.
(a)“Board” means eBay’s Board of Directors.
(b)“Committee” means the Compensation Committee of eBay’s Board of Directors (and any committee to which the Compensation Committee has delegated its authority as set forth in Section 3(b) hereof).
(c)“eBay”
or “Company” means eBay Inc. or any corporation or business entity of which eBay (i) directly or indirectly has an ownership interest of 50% or more, or (ii) has a right to elect or appoint 50% or more of the board of directors or other governing body.
(d)“Eligible Employee” means all active regular full-time and part-time employees who are notified by the Company that they are eligible to participate in the Plan.
(e)“Incentive Award” means any cash or equity incentive payment made under the Plan.
(f)“Performance Period” means the period in which performance is measured for which Incentive Awards are paid, as determined by the Committee.
(g)“Plan”
means this plan, which shall be known as the eBay Incentive Plan or eIP.
(h)“Plan Year” means the calendar year.
3.Administration.
(a)The Plan shall be administered by the Committee. The Committee shall have full power and authority to:
(i)interpret, construe, and administer all questions of policy and expediency pertaining to the Plan;
(ii)adopt such rules, regulations, agreements, and instruments as it deems necessary for its proper administration;
(iii)select
Eligible Employees to receive Incentive Awards;
(iv)determine the terms of the Incentive Awards;
(v)determine the amounts subject to Incentive Awards, including the exclusive right to establish, adjust, pay or decline to pay the Incentive Award for each Eligible Employee;
(vi)determine whether Incentive Awards will be granted in replacement of, or alternatives to, any other incentive or compensation plan of eBay or an acquired business unit;
(vii)grant waivers of Plan or Incentive Award conditions;
(viii)determine the form of payment of an Incentive Award, which may be in cash, stock or other property as determined by the Committee;
(ix)correct
any defect, supply any omission, or reconcile any inconsistency in the Plan, or any Incentive Award or notice;
(x)take any and all actions it deems necessary or advisable for the proper administration of the Plan;
(xi)adopt such Plan procedures, regulations, subplans and the like as deemed necessary to enable Eligible Employees to receive awards; and
(xii)amend the Plan at any time and from time to time.
(b)The Committee may delegate its authority to grant and administer Incentive Awards to a separate committee or officer of the Company.
4.Eligibility.
An active regular full-time or part-time employee shall be eligible to participate in the Plan if such employee is notified of such eligibility by the Company. Employees who participate in other bonus programs, such as any sales incentive plan, are not eligible to participate in the Plan unless they are specifically made eligible in writing by an executive officer of the Company. In addition, the Company may, in its sole discretion, provide for a payout under the Plan for any employee who has changed positions and, as a result, may have been eligible to participate in the Plan and another bonus program during a Performance Period.
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5.Performance
Measures and Goals.
(a)The Compensation Committee shall establish performance measures and goals applicable to a particular Performance Period.
(b)Each performance measure applicable to a Performance Period shall identify one or more criteria that are to be monitored for eBay or any business unit during the Performance Period, which may include, without limitation, any of the following criteria:
(i)trading volume;
(ii)users;
(iii)gross merchandise volume;
(iv)total payment volume;
(v)revenue;
(vi)operating
income;
(vii)EBITDA and/or net earnings (either before or after interest, taxes, depreciation and amortization);
(viii)net income (either before or after taxes);
(ix)earnings per share;
(x)earnings as determined other than pursuant to United States generally accepted accounting principles (“GAAP”);
(xi)multiples of price to earnings;
(xii)multiples of price/earnings to growth;
(xiii)return on net assets;
(xiv)return on gross assets;
(xv)return
on equity;
(xvi)return on invested capital;
(xvii)cash flow (including, but not limited to, operating cash flow and free cash flow);
(xviii)net or operating margin;
(xix)economic profit;
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(xx)stock price appreciation;
(xxi)total stockholder return;
(xxii)employee productivity;
(xxiii)market
share;
(xxiv)volume;
(xxv)customer satisfaction metrics; and
(xxvi)employee engagement/satisfaction metrics.
The measures may be described in terms of growth, an absolute number, or relative to an external group, and may be calculated on a pro forma basis or in accordance with Generally Accepted Accounting Principles. The Compensation Committee may set Performance Periods and performance goals that differ among Eligible Employees.
6.Establishment of Target Bonuses.
The Compensation Committee will designate those Eligible Employees who are to be participants in the eIP for that year and will specify the terms and conditions
for the determination and payment of an Incentive Award to each Eligible Employee. The Compensation Committee may condition the payment of an Incentive Award upon the satisfaction of such objective or subjective standards as it deems appropriate.
7.Incentive Awards.
(a)Incentive Awards may be made on the basis of eBay and/or business unit performance measures, goals, and formulas determined by the Committee.
(b)As soon as practicable after the end of each Performance Period, the Compensation Committee will determine whether, and the extent to which, the stated performance goals have been met and the amount, if any, of the Incentive Award to be paid to each Eligible Employee.
(c)In determining the Incentive
Award, the Compensation Committee will consider the target goals established at the beginning of the Plan Year or applicable Performance Period, the degree to which the established goals were satisfied and any other objective or subjective factors it deems appropriate. The Committee may increase or reduce the amount of, or eliminate altogether, any Incentive Award that would otherwise be payable. Individuals who enter the eIP during the Plan Year may have their awards prorated.
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8.Payment of Incentive Awards.
Subject to any election duly and validly made by an Eligible Employee with respect to the deferral of all or a portion of his or her Incentive
Award under the terms of the eBay Inc. Deferred Compensation Plan, or any successor thereto, Incentive Awards shall be paid in cash or equity pursuant to an eBay equity-based award plan under which securities have been registered on Form S-8 at such times and on such terms as are determined by the Committee in its sole and absolute discretion, and for Incentive Awards subject Internal Revenue Code Section 409A, not later than March 15th of the year following the year in which the Incentive Awards are earned.
9.No Right to Bonus or Continued Employment.
(a)Neither the establishment of the Plan, the provision for or payment of any amounts hereunder nor any action of the Company, the Board or the Committee with respect to the Plan shall be held or construed
to confer upon any person:
(i)any legal right to receive, or any interest in, an Incentive Award or any other benefit under the Plan, or
(ii)any legal right to continue to serve as an officer or employee of the Company or any subsidiary or affiliate of the Company.
(b)The Company expressly reserves any and all rights to discharge any Eligible Employee without incurring liability to any person under the Plan or otherwise. Upon such discharge and notwithstanding any other provision hereof
and regardless of whether or not specified performance goals have been achieved or the amount of an Incentive Award has been determined, the Company shall have no obligation to pay any Incentive Award, unless the Committee otherwise expressly provides by written contract or other written commitment.
10.Withholding.
The Company shall have the right to withhold, or require an Eligible Employee to remit to the Company, an amount sufficient to satisfy any applicable federal, state, local or foreign withholding tax requirements
imposed with respect to the payment of any Incentive Award.
11.Nontransferability.
Except as expressly provided by the Committee, the rights and benefits under the Plan are personal to an Eligible Employee and shall not be subject to any voluntary or involuntary alienation, assignment, pledge, transfer or other disposition.
12.Unfunded Plan.
The Company shall have no obligation to reserve or otherwise fund in advance any amounts that are or may in the future become payable under the Plan. Any funds that the Company, acting in its sole and absolute discretion, determines to reserve
for future payments under the Plan may be commingled with other funds of the Company and need not in any way be
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segregated from other assets or funds held by the Company. An Eligible Employee’s rights to payment under the Plan shall be limited to those of a general creditor of the Company.
The Incentive Awards and any cash payment, stock or other property delivered pursuant to an Incentive Award are subject to forfeiture, recovery by the
Company or other action pursuant to any agreement evidencing an Incentive Award or any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.
13.Adoption, Amendment, Suspension and Termination of the Plan.
(a)The Plan, as amended and restated as set forth herein, shall be effective for Performance Periods beginning on or after January 1, 2020, and shall continue
in effect until terminated as provided below.
(b)Subject to the limitations set forth in this subsection, the Board may at any time suspend or terminate the Plan and may amend it from time to time in such respects as the Board may deem advisable.
(c)No Incentive Award may be awarded during any suspension or after termination of the Plan, and no amendment, suspension or termination of the Plan shall, without the consent of the person affected thereby, alter or impair any rights or obligations under any Incentive Award previously awarded under the Plan.
14.Governing Law.
The validity, interpretation and effect of the Plan, and the rights of all persons hereunder, shall be governed by and determined in accordance with the laws of
Delaware without regard to principles of conflict of laws.
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Dates Referenced Herein and Documents Incorporated by Reference
