EBAY 10-K Annual Report Dec. 31, 2021 | Alphaminr
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EBAY 10-K Fiscal year ended Dec. 31, 2021

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CIK: 1065088
Filing Type: 10-K/A
Report Date: 2021-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1065088/000106508822000017/ebay-20211231.htm
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TABLE OF CONTENTS
Part IItem 1: BusinessItem 1A: Risk FactorsItem 1B: Unresolved Staff CommentsItem 2: PropertiesItem 3: Legal ProceedingsItem 4: Mine Safety DisclosuresPart IIItem 5: Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6: [reserved]Item 7: Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A: Quantitative and Qualitative Disclosures About Market RiskItem 8: Financial Statements and Supplementary DataItem 9: Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A: Controls and ProceduresItem 9B: Other InformationItem 9C: Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10: Directors, Executive Officers and Corporate GovernanceItem 11: Executive CompensationItem 12: Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13: Certain Relationships and Related Transactions, and Director IndependenceItem 14: Principal Accountant Fees and ServicesPart IVItem 15: Exhibits and Financial Statement ScheduleItem 16: Form 10-k SummaryNote 1 The Company and Summary Of Significant Accounting PoliciesNote 2 Net Income Per ShareNote 3 Discontinued OperationsNote 4 Goodwill and Intangible AssetsNote 5 SegmentsNote 6 InvestmentsNote 7 Derivative InstrumentsNote 8 Fair Value Measurement Of Assets and LiabilitiesNote 9 Balance Sheet ComponentsNote 10 DebtNote 11 LeasesNote 12 Commitments and ContingenciesNote 13 Stockholders EquityNote 14 Employee Benefit PlansNote 15 Income TaxesNote 16 Gain (loss) on Equity Investments and Warrant, Net and Interest and Other, NetNote 17 Accumulated Other Comprehensive IncomeNote 18 Restructuring

Exhibits

2.01 Separation and Distribution Agreement by and between Registrant and PayPal Holdings, Inc. dated as of June 26, 2015. 8-K 000-24821 6/30/2015 2.02* Stock Purchase Agreement, dated as of November 24, 2019 by and among eBay Inc., eBay International AG, PUG LLC, and solely for the purposes set forth therein, Pugnacious Endeavors, Inc. 8-K 001-37713 11/25/2019 2.03 Transaction Agreement, dated as of July 20, 2020 by and between eBay Inc., and Adevinta ASA. 8-K 001-37713 7/22/2020 2.04 Letter Agreement, dated as of October 16, 2020, amending Transaction Agreement, dated as of July 20, 2020, by and between eBay Inc., and Adevinta ASA. 10-K 001-37713 2/4/2021 2.05 Securities Purchase Agreement, dated as of June 30, 2021, by and among eBay Inc., eBay KTA (UK) Ltd., Emerald SPV Co., Ltd., and, solely for the purposes set forth therein, E-mart Inc. 8-K 001-37713 6/30/2021 2.06 Share Purchase Agreement, dated as of July 14, 2021, by and among eBay Inc., eBay International Management B.V. and Astinlux Finco S. r.l. 10-Q 001-37713 10/28/2021 3.01 Registrants Amended and Restated Certificate of Incorporation. 10-Q 001-37713 7/18/2019 3.02 Registrants Amended and Restated Bylaws. 10-Q 001-37713 7/18/2019 4.02 Indenture dated as of October 28, 2010 between Registrant and Wells Fargo Bank, National Association, as trustee. 8-K 000-24821 10/28/2010 4.03 Supplemental Indenture dated as of October 28, 2010 between Registrant and Wells Fargo Bank, National Association, as trustee. 8-K 000-24821 10/28/2010 4.05 Officers Certificate dated July 24, 2012. 8-K 000-24821 7/24/2012 4.06 Forms of 2.600% Note due 2022 and 4.000% Note due 2042 (included in Exhibit 4.05). 8-K 000-24821 7/24/2012 4.07 Officers Certificate dated July 28, 2014. 8-K 000-24821 7/28/2014 4.08 Formof3.450% Note due 2024 (included in Exhibit 4.07). 8-K 000-24821 7/28/2014 4.09 Officers Certificate dated March 9, 2016. 8-K 001-37713 3/9/2016 4.10 Form of 3.800% Note due 2022 (included in Exhibit 4.09). 8-K 001-37713 3/9/2016 4.11 Officers Certificate dated June 6, 2017. 8-K 001-37713 6/6/2017 4.12 Form of Floating Rate Note due 2023, 2.150% Note due 2020, 2.750% Note due 2023 and 3.600% Note due 2027 (included in Exhibit 4.11). 8-K 001-37713 6/6/2017 4.13 Officers Certificate dated March 11, 2020. 8-K 001-37713 3/11/2020 4.14 Form of Note due 2025, 1.900% and Note due 2030, 2.700% (included in Exhibit 4.13). 8-K 001-37713 3/11/2020 4.15 Officers Certificate dated June 15, 2020. 8-K 001-37713 6/15/2020 4.16 Form of Note due 2025, 1.900% and Note due 2030, 2.700% (included in Exhibit 4.15). 8-K 001-37713 6/15/2020 4.17 Description of Securities. 10-K 001-37713 1/31/2020 4.18 Officers Certificate dated May 10, 2021 establishing the terms of the 1.400% Notes due 2026, 2.600% Notes due 2031 and the 3.650% Notes due 2051 8-K 001-37713 5/10/2021 4.19 Form of 1.400% Note Due 2026 (included in Exhibit 4.18) 8-K 001-37713 5/10/2021 4.20 Form of 2.600% Note Due 2031 (included in Exhibit 4.18) 8-K 001-37713 5/10/2021 4.21 Form of 3.650% Note Due 2051 (included in Exhibit 4.18) 8-K 001-37713 5/10/2021 10.02+ Registrants 2003 Deferred Stock Unit Plan, as amended. 10-K 000-24821 2/28/2007 10.03+ Amendment to Registrants 2003 Deferred Stock Unit Plan, effective April 2, 2012. 10-Q 000-24821 7/19/2012 10.04+ Form of Director Award Agreement under Registrants 2003 Deferred Stock Unit Plan. 10-Q 000-24821 7/19/2012 10.05+ Form of Electing Director Award Agreement under Registrants 2003 Deferred Stock Unit Plan. 10-Q 000-24821 7/19/2012 10.06+ Form of New Director Award Agreement under Registrants 2003 Deferred Stock Unit Plan. 10-Q 000-24821 7/19/2012 10.07+ Form of 2003 Deferred Stock Unit Plan Restricted Stock Unit Grant Notice and Agreement. 10-Q/A 000-24821 4/24/2008 10.08+ Registrants 2008 Equity Incentive Award Plan, as amended and restated. 8-K 001-37713 4/27/2016 10.09+ Form of Restricted Stock Unit Award Agreement under Registrants 2003 Deferred Stock Unit Plan and Registrants 2008 Equity Incentive Plan. 10-Q 000-24821 7/19/2012 10.10+ Form of Restricted Stock Unit Award Agreement (with Modified Vesting) under Registrants 2008 Equity Incentive Award Plan. 10-Q 000-24821 7/19/2012 10.11+ Form of Stock Option Agreement under Registrants 2008 Equity Incentive Award Plan. 10-Q 000-24821 7/19/2012 10.12+ Form of Stock Option Agreement (with Modified Vesting) under Registrants 2008 Equity Incentive Award Plan. 10-Q 000-24821 7/19/2012 10.13+ Form of Director Deferred Stock Unit Award Agreement under Registrants 2008 Equity Incentive Award Plan. 10-Q 000-24821 7/19/2012 10.14+ Amended and Restated eBay Incentive Plan. 10-K 001-37713 2/4/2020 10.15+ eBay Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2022. 10.16+ eBay Inc. Employee Stock Purchase Plan. DEF 14A 000-24821 3/19/2012 10.17 Credit Agreement, dated as of November 9, 2015, by and among Registrant, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto. 8-K 000-24821 11/12/2015 10.18+ Form of New Director Award Agreement under Registrants 2008 Equity Incentive Award Plan. 10-Q 000-24821 4/19/2013 10.19+ Form of Director Annual Award Agreement under Registrants 2008 Equity Incentive Award Plan. 10-Q 000-24821 4/19/2013 10.20+ Form of Electing Director Quarterly Award Agreement under Registrants 2008 Equity Incentive Award Plan. 10-Q 000-24821 4/19/2013 10.21+ Form of Global Stock Option Agreement under Registrants 2008 Equity Incentive Award Plan. 10-Q 000-24821 7/18/2014 10.22+ Form of Global Restricted Stock Unit Agreement (and Performance-Based Restricted Stock Unit Agreement) under Registrants 2008 Equity Incentive Award Plan. 10-Q 000-24821 7/18/2014 10.23+ Form of Performance Based Restricted Stock Unit Award Agreement under Registrants 2008 Equity Incentive Award Plan. 10-Q 001-37713 4/27/2016 10.24+ Form of Stock Payment Award Agreement under Registrants 2008 Equity Incentive Award Plan. 10-Q 001-37713 7/21/2016 10.25+ Form of Director Restricted Stock Unit Award Agreement under Registrants 2008 Equity Incentive Award Plan. 10-Q 001-37713 7/21/2016 10.26+ Form of Performance Based Restricted Stock Unit Award Grant Notice and Performance Based Restricted Stock Unit Award Agreement under Registrants 2008 Equity Incentive Award Plan. 10-K 001-37713 1/30/2019 10.27+ Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under Registrants 2008 Equity Incentive Award Plan. 10-K 001-37713 1/30/2019 10.28+ Notice Regarding Payment of Dividend Equivalents on Restricted Stock Units and Performance-Based Restricted Stock Units under Registrants 2008 Equity Incentive Award Plan. 10-K 001-37713 1/30/2019 10.29 Amendment dated June 30, 2016, to the Operating Agreement by and among Registrant, eBay International AG, PayPal Holdings, Inc., PayPal, Inc., PayPal Pte. Ltd. and PayPal Payments Pte. Holdings S.C.S. 10-Q 001-37713 7/21/2016 10.30 Operating Agreement, dated as of July 17, 2015, by and among Registrant, eBay International AG, PayPal Holdings, Inc., PayPal, Inc., PayPal Pte. Ltd. and PayPal Payments Pte. Holdings S.C.S. 8-K 000-24821 7/20/2015 10.31 Transition Services Agreement, dated as of July 17, 2015, by and between Registrant and PayPal Holdings, Inc. 8-K 000-24821 7/20/2015 10.32 Tax Matters Agreement, dated as of July 17, 2015, by and between Registrant and PayPal Holdings, Inc. 8-K 000-24821 7/20/2015 10.33 Employee Matters Agreement, dated as of July 17, 2015, by and between Registrant and PayPal Holdings, Inc. 8-K 000-24821 7/20/2015 10.34 Intellectual Property Matters Agreement, dated as of July 17, 2015, by and among Registrant, eBay International AG, PayPal Holdings, Inc., PayPal, Inc., PayPal Pte. Ltd. and PayPal Payments Pte. Holdings S.C.S. 8-K 000-24821 7/20/2015 10.35+ Letter dated September 30, 2014 from Registrant to Scott Schenkel. 10-Q 000-24821 7/21/2015 10.36+ Offer Letter dated April 2, 2015 between Registrant and Marie Oh Huber. 10-Q 001-37713 4/27/2016 10.37+ Offer Letter dated February 1, 2017, between Registrant and Wendy Jones. 10-Q 001-37713 7/18/2019 10.38+ Offer Letter dated July 3, 2018, between Registrant and Wendy Jones. 10-Q 001-37713 7/18/2019 10.39+ Letter Agreement between Scott Schenkel and eBay Inc., dated October 11, 2019. 8-K 001-37713 10/16/2019 10.40+ Letter Agreement between Andrew Cring and eBay Inc., dated October 11, 2019. 8-K 001-37713 10/16/2019 10.41 Credit Agreement, dated as of March 6, 2020, by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent and the other parties thereto. 8-K 001-37713 3/11/2020 10.42+ Offer Letter dated July 7, 2019 between Registrant and Peter Thompson. 10-Q 001-37713 4/30/2020 10.43+ Offer Letter dated May 1, 2015 between Registrant and Kristin Yetto. 10-Q 001-37713 4/30/2020 10.44+ Letter Agreement between Jamie Iannone and eBay Inc., dated April 12, 2020. 10-Q 001-37713 7/29/2020 10.45+ Letter Agreement between Scott Schenkel and eBay Inc., dated April 13, 2020. 10-Q 001-37713 7/29/2020 10.46+ Amended and Restated eBay Inc. SVP and Above Standard Severance Plan, effective April 11, 2020. 10-Q 001-37713 7/29/2020 10.47+ Amended and Restated eBay Inc. Change in Control Severance Plan, effective April 11, 2020. 10-Q 001-37713 7/29/2020 10.48+ Letter Agreement between Andy Cring and eBay Inc., dated July 1, 2020. 10-Q 001-37713 10/29/2020 10.49+ Offer Letter dated May 7, 2021 between Registrant and Stephen Priest 10-Q 001-37713 8/12/2021 21.01 List of Subsidiaries. 23.01 PricewaterhouseCoopers LLP consent. 31.01 Certification of Registrants Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002. 31.02 Certification of Registrants Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002. 32.01 Certification of Registrants Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002. 32.02 Certification of Registrants Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.