eBay 2012 Annual Report Download - page 82

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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and accompanying notes listed in Part IV, Item 15(a)(1) of this Annual Report on Form 10-K are
included elsewhere in this Annual Report on Form 10-K.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A: CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in the
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act) required by Exchange Act Rules 13a-15(b) or
15d-15(b), our principal executive officer and our principal financial officer have concluded that as of the end of the period covered by this
report, our disclosure controls and procedures were effective.
Changes in internal controls. There were no changes in our internal controls over financial reporting as defined in Exchange Act
Rule 13a-15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Management's Annual Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and
maintaining adequate internal control over financial reporting. Our management, including our principal executive officer and principal financial
officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control -
Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the
framework in Internal Control - Integrated Framework , our management concluded that our internal control over financial reporting was
effective as of December 31, 2012 .
The effectiveness of our internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers
LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Annual Report on Form 10-
K.
ITEM 9B: OTHER INFORMATION
Not applicable.
PART III
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated by reference from our Proxy Statement for our 2013 Annual Meeting of Stockholders to be filed with the SEC within
120 days after the end of the year ended December 31, 2012 .
Code of Ethics, Governance Guidelines and Committee Charters
We have adopted a Code of Business Conduct and Ethics that applies to all eBay employees and directors. We have also adopted a
Code of
Ethics for Senior Financial Officers
that applies to our senior financial officers, including our principal executive officer, principal financial
officer and principal accounting officer. The Code of Ethics for Senior Financial Officers is included in our Code of Business Conduct and
Ethics
posted on our website at http://investor.ebayinc.com/governance.cfm. We will post any amendments to or waivers from the
Code of Ethics
for Senior Financial Officers
at that location.
We have also adopted Governance Guidelines for the Board of Directors and a written committee charter for each of our Audit
Committee, Compensation Committee and Corporate Governance and Nominating Committee. Each of these documents is available on our
website at http://investor.ebayinc.com/governance.cfm.
ITEM 11: EXECUTIVE COMPENSATION
Incorporated by reference from our Proxy Statement for our 2013 Annual Meeting of Stockholders to be filed with the SEC within
120 days after the end of the year ended December 31, 2012 .
Annual stock option grants awarded to executives are priced and granted to executives on the same date and at the same price that they are
granted to and priced for the rest of our eligible employees and have the same four-year vesting schedule. In the past, these stock option grants
have been awarded on March 1 of each year (or if March 1 was not a trading day, the next
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