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
‘EX-2.04’ — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
Reference is made to that certain Transaction Agreement, dated as of July 20, 2020 (the “Agreement”), by and among eBay Inc., a Delaware corporation (“Parent”) and Adevinta ASA, a public company with limited liability organized under the laws of Norway (“Purchaser”).
Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
1.The
Parties hereby amend and restate Section 2.1(a) of the Transaction Agreement in its entirety to read as follows:
“(a) Incurrence of Classifieds Indebtedness. Prior to the Closing, Classifieds DutchCo shall enter into one or more definitive agreements providing for, and shall incur directly from the financing sources providing such financing, effective as of immediately prior to the Share Sale Effective Time, indebtedness in an aggregate principal amount of $1,200,000,000 (the “Classifieds Indebtedness”), which indebtedness shall consist of borrowings on the terms and conditions contemplated by the Commitment Letter or Replacement Financing (the “Classifieds Financing Arrangements”).”
2.The
Parties hereby amend and restate the provison in Section 2.1(d)(i) of the Transaction Agreement in its entirety to read as follows:
“(provided that, if, as of immediately prior to the Classifieds DutchCo Cash Distribution, there is outstanding indebtedness pursuant to which Classifieds DutchCo is the obligor (whether such indebtedness is payable to Parent or any of its Affiliates or a third party) (such debt, “Outstanding Classifieds Indebtedness”), then (A) a portion of the amount otherwise constituting the Classifieds DutchCo Cash Distribution equal to the aggregate principal amount of such Outstanding Classifieds Indebtedness shall be paid to the relevant creditor pursuant to this Section 2.1(d) in full satisfaction and settlement of such Outstanding Classifieds Indebtedness (and such payment shall
be deemed not to be part of the Classifieds DutchCo Cash Distribution), and (B) notwithstanding anything to the contrary in this Agreement, the issuance of any Outstanding Classifieds Indebtedness by Classifieds DutchCo to SwissCo after the date hereof shall be deemed to be part of the Classifieds DutchCo Cash Distribution)”
1.The Parties hereby amend and restate the last sentence of Section 2.1(d) of the Transaction Agreement in its entirety to read as follows:
“The cash comprising
the Classifieds DutchCo Cash Distribution shall be paid by wire transfer of immediately available funds to an account designated by SwissCo to Classifieds DutchCo, in accordance with the applicable provisions under Dutch law.”
2.The Parties hereby delete Section 4.2(b)(iv) of the Transaction Agreement.
3.The Parties hereby amend and restate Section 4.22(a) of the Transaction Agreement in its entirety to read as follows:
“(a) (i) With respect to the portion of the Debt Financing or Replacement Financing representing the Classifieds Indebtedness (or any refinancing thereof), Purchaser represents and warrants that:
a.any
transactions occurring after the Closing related to the integration of the Contribution Entities, on the one hand, and Purchaser and its Subsidiaries (other than the Contribution Entities), on the other hand, are for the primary purpose of realizing synergies and cost savings and not for the purpose of ensuring that payments in respect of interest or principal in respect of such portion of such Debt Financing or Replacement Financing can be made by the Contribution Entities (such transactions “Permitted Transactions”);
b.Purchaser intends to cause payments of interest or principal in respect of such portion of the Debt Financing or Replacement Financing to be made solely from the income or assets of the Contribution Entities;
c.(I)
any guarantee by Purchaser or any of its Affiliates (other than the Contribution Entities) of such portion of such Debt Financing or Replacement Financing and (II) the provision by Purchaser or any of its Affiliates (other than the Contribution Entities) of any other form of credit support for such portion of such Debt Financing or Replacement Financing, including by serving as a co-borrower or co-obligor, with respect to such portion of such Debt Financing or Replacement Financing, in each case, are made to (x) reduce the overall cost of the Debt Financing or Replacement Financing, (y) enhance the marketability of the Debt Financing or Replacement Financing, and (z) facilitate the realization of synergies by Purchaser, and, based on the information contained in the Banker Letters, Purchaser believes such guarantees or other forms of credit support are not necessary to enable a borrowing by Classifieds DutchCo of an amount equal to the Classifieds Indebtedness. In the
experience of Purchaser, such guarantees or other forms of credit support are customary for similar lending arrangements involving subsidiaries of affiliated groups;
d.Purchaser has no plan or intention to (I) make or cause any of its Affiliates to make, any (x) payment of interest or principal on such portion of such Debt
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Financing or Replacement Financing or (y) contribution
of cash or other liquid assets to any of the Contribution Entities for the purpose of enabling them to make any such payments of interest or principal, (II) except for any guarantee or other credit support described in clause (C) above, provide or cause any of its Affiliates to provide any guarantee or other credit support for such portion of such Debt Financing or Replacement Financing, (III) assume or cause any of its Affiliates to assume any portion of such Debt Financing or Replacement Financing prior to the repayment thereof in accordance with its terms, or (IV) transfer or cause any of its Affiliates to transfer any material assets to any of the Contribution Entities (other than pursuant to Permitted Transactions).
(ii) Purchaser represents and warrants that it has no plan or intention to take or cause any of its Affiliates (including the Contribution Entities) to take any action
that could reasonably be expected to jeopardize the Intended Tax Treatment.”
1.The Parties hereby delete Sections 4.22(b) and (c) of the Transaction Agreement.
2.The Parties hereby amend and restate Section 5.15(b)(ii) of the Transaction Agreement in its entirety to read as follows:
“(ii) Reserved.”
3.The Parties hereby amend and restate Section 5.18(b) of the Transaction Agreement in its entirety to read as follows:
“Notwithstanding anything to the contrary herein, not later than
October 7, 2020, Parent may deliver a written notice to Purchaser identifying changes to the allocation of Transferred Entities between Contribution Entities and Second Share Sale Companies on Schedule I Part B. Any other changes to the allocation of Transferred Entities between Contribution Entities, First Share Sale Companies and Second Share Sale Companies may be made only with the written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed).”
4.The Parties hereby add a new Section 5.29 of the Transaction Agreement to read as follows:
“Section 5.29. Certain Tax Matters.
(a)Documentation
from Financing Parties. Purchaser shall use reasonable best efforts to cause each of the Financing Parties to issue, immediately prior to the incurrence by Classifieds DutchCo of the Classifieds Indebtedness, a letter to Purchaser and Parent, in each case, confirming the accuracy and validity, as of such date, of the letter issued to Purchaser and Parent by each such Financing Party on or prior to October 16, 2020 and attached as Exhibits 5.29(a)(i) and 5.29(a)(ii) hereto (the “Banker Letters”). Solely for purposes of this Section 5.29(a), “incurrence” shall mean, with respect to any Classifieds Indebtedness (i) represented by notes
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under
which Classifieds DutchCo is a borrower, the pricing of such notes and,
(ii) represented by any credit agreement under which Classifieds DutchCo is a borrower, the execution of such credit agreement.
a.Additional Matters. Parent and Purchaser hereby agree to the covenants and agreements set forth on Exhibit 5.29(b) hereto.
b.Additional Agreements Regarding Classifieds Indebtedness. Purchaser covenants that, with respect to the portion of the Debt Financing or Replacement Financing representing the Classifieds Indebtedness (or any refinancing thereof), for a period ending on the later of (i) January 1, 2022 and (ii) the
one-year anniversary of the date on which funding in full of such portion of such Debt Financing or Replacement Financing occurs, it shall not, and shall cause its Affiliates (including the Contribution Entities) not to, take any action that would cause any of the representations or warranties contained in Section 4.22(a)(i) to be untrue with respect to such portion of such Debt Financing or Replacement Financing (or any refinancing thereof), determined as if such representations were made at the time such action is taken.
c.Intended Tax Treatment. Purchaser shall (and shall cause its Affiliates (including the Contribution Entities) to) treat (i) any Classifieds Indebtedness as indebtedness of Classifieds DutchCo (and, following the Merger Effective Time, as indebtedness of DutchCo Merger Sub) for
U.S. federal income Tax purposes and
(ii) the Classifieds DutchCo Distribution as constituting a “distribution” within the meaning of Section 301 of the Code (clauses (i) and (ii), collectively, the “Intended Tax Treatment”). Except as required by Law, Purchaser shall not, and shall cause its Affiliates (including the Contribution Entities) not to, take any position that could reasonably be expected to jeopardize the Intended Tax Treatment (x) in any press release, public announcement, or disclosure to shareholders or creditors, (y) except as required by IFRS, for financial accounting purposes, or (z) for Tax purposes.”
1. The Parties hereby amend and restate Section 10.3(d)
of the Transaction Agreement in its entirety to read as follows:
“(d) Parent and Purchaser hereby agree to the matters set forth on Exhibit 10.3(d) hereto.”
2.The Parties hereby add a new Section 10.9 of the Transaction Agreement to read as follows:
“Section 10.9 Permitted Actions. For the avoidance of doubt, implementation of any Permitted Action within the meaning of Exhibit 10.9 and in accordance with the requirements of Exhibit 10.9 shall not constitute a breach or a violation of any representation and warranty contained in Section 4.22(a) or any covenant or agreement contained in Section
5.29.”
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1.The Parties hereby add Schedule 1, Schedule 2, Schedule 3, Schedule 4, and Schedule 5 hereto as Exhibit 5.29(a)(i), Exhibit 5.29(a)(ii), Exhibit 5.29(b), Exhibit 10.3(d) and Exhibit 10.9, respectively, to the Transaction Agreement.
This agreement (the “Letter Agreement”), the Agreement and any other documents delivered pursuant hereto or thereto
constitute the entire agreement among the parties hereto and thereto and their respective Affiliates with respect to the subject matter hereof and thereof and supersede all prior negotiations, discussions, writings, agreements and understandings, oral and written, between the parties with respect to the subject matter hereof and thereof. Except as expressly set forth herein, nothing in this Letter Agreement shall modify, amend, affect or diminish any right or obligation of any party pursuant to the Agreement. The provisions of Article 11 of the Agreement shall apply to this Letter Agreement, mutatis mutandis.
