01—Abstract
Summary
Summary of the 10-K/A filed April 29, 2020. Cited figures are marked; the original filing is the authoritative source.
This filing is an Amendment No. 1 to eBay Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
The primary purpose of this amendment is to include Part III information, which was initially omitted in reliance on a proxy statement filing that will not be made within the prescribed timeframe. The amendment does not update disclosures for events occurring after the original filing date of January 31, 2020, except for the Part III information. Key sections of Part III, including Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Certain Relationships, and Principal Accounting Fees, are now included.
This provides investors with a more complete picture of the company's leadership, compensation structures, and governance practices as of the filing date of the original 10-K. Notably, the filing details the composition and qualifications of the Board of Directors and the executive officer team, alongside the compensation philosophy and structure for Named Executive Officers (NEOs) in 2019.
02—Key points
Key Highlights
- This filing is an amendment (10-K/A) to the original 2019 10-K, primarily to include Part III information (Items 10-14).
- The Part III information reflects the company's governance, executive compensation, security ownership, and related matters as of the original filing date (January 31, 2020), with no updates for subsequent events.
- The Board of Directors comprises fifteen members, with a focus on individuals possessing diverse experience in technology, e-commerce, finance, and management.
- Key executive officers are detailed, including the appointment of Jamie Iannone as President and CEO in April 2020.
- Executive compensation is heavily weighted towards performance-based equity (PBRSUs) and annual cash incentives, aiming to align executive interests with long-term stockholder value.
- The company's compensation consultant, Pay Governance LLC, is independent and has been assessed for conflicts of interest.
- Director compensation includes a mix of cash retainers and equity awards (RSUs), with additional compensation for committee chairs and the Board Chairman.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2019, eBay Inc kept $0.24.
- Revenue$7.43B100.0%
- Cost of revenue−$1.58B21.3%
- Gross profit$5.84B78.7%
- Operating costs−$4.07B54.8%
- Operating income$1.77B23.8%
- Interest, other & tax$16.0M0.2%
- Net income$1.79B24.0%
Where FY2019 revenue went
$7.43B- Other operating costs: $3.14B, 42% of revenue
- Operating income: $1.77B, 24% of revenue
- Cost of revenue: $1.58B, 21% of revenue
- R&D: $930.0M, 13% of revenue
Kept 24% as operating income
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2019filed April 29, 2020Financial Statements
FY2019 against FY2018
| Line item | FY2019FY2018 | Change |
|---|---|---|
| Revenue | $7.43B$8.65B | −14.1% |
| Cost of Revenue | $1.58B$2.02B | −21.7% |
| Gross Profit | $5.84B$6.63B | −11.8% |
| R&D Expenses | $930.00M$1.05B | −11.5% |
| Operating Expenses | $4.07B$4.88B | −16.4% |
| Operating Income | $1.77B$1.75B | +1.0% |
| Interest Expense | $311.00M$326.00M | −4.6% |
| Net Income | $1.79B$2.53B | −29.4% |
| EPS (Basic) | $2.10$2.58 | −18.6% |
| EPS (Diluted) | $2.09$2.55 | −18.0% |
| Shares Outstanding (Basic) | 849.00M980.00M | −13.4% |
| Shares Outstanding (Diluted) | 856.00M991.00M | −13.6% |
05—Questions
Frequently Asked Questions
What is the purpose of this Form 10-K/A filing?
This filing (Form 10-K/A) is an amendment to eBay Inc.'s previously filed Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Its sole purpose is to include the information required by Items 10 through 14 of Part III of Form 10-K, which was initially omitted. This information pertains to directors, executive officers, corporate governance, executive compensation, security ownership, certain relationships and related transactions, and principal accounting fees and services.
Has any information in the original 10-K been updated for events after January 31, 2020?
No, except for the inclusion of Part III information, this Form 10-K/A does not amend or update any other information set forth in the original 2019 Form 10-K. The filing continues to speak as of the date of the original 10-K (January 31, 2020), and disclosures have not been updated to reflect events occurring subsequent to that date.
What is the primary structure of eBay's executive compensation for 2019?
eBay's executive compensation program for 2019 primarily consisted of three components: base salary, annual cash incentive awards (eBay Incentive Plan or eIP), and equity incentive awards (Restricted Stock Units - RSUs and Performance-Based Restricted Stock Units - PBRSUs). The company emphasizes a heavily weighted variable, performance-based compensation structure, with a majority of compensation delivered in the form of PBRSUs and annual cash incentives, aiming to align executive incentives with long-term stockholder interests and company performance.
Who are the Named Executive Officers (NEOs) for 2019?
The Named Executive Officers (NEOs) for 2019 included Scott Schenkel (Interim Chief Executive Officer), Andrew Cring (Interim Chief Financial Officer), Jae Hyun Lee (Senior Vice President, International), Peter B. Thompson (Senior Vice President, Chief Product Officer), Kristin Yetto (Senior Vice President, Chief People Officer), and Devin N. Wenig (Former President and Chief Executive Officer). Mr. Schenkel served as Interim CEO and Mr. Cring as Interim CFO from September 2019.
06—Continue