eBay (EBAY) 10-K risk factor changes: FY2021 vs FY2020

- Changes to our programs to protect buyers and sellers could increase our costs and loss [removed: rate.][added: rate, and failure to manage such programs effectively can result in harm to our reputation.]

- We may be unable to adequately protect or enforce our intellectual property rights and face ongoing [removed: risks from patent litigation and] allegations by third parties that we are infringing their intellectual property rights.

- Our business is subject to extensive government regulation and [removed: oversight.][added: oversight, which could adversely impact our business.]

- The listing or sale by our users of [added: certain items, including] items that allegedly infringe the intellectual property rights of rights owners, including pirated or counterfeit items, [added: illegal items or items used in an illegal manner] may harm our business.

Our operating and financial results have varied on a quarterly basis during our operating history and may continue to fluctuate significantly as a result of a variety of factors, including as a result of the [added: following] risks [added: and other risks] set forth in this “Risk Factors” section.

The barriers to entry into these channels can be low, and businesses [removed: easily] can [added: easily] launch online sites or mobile platforms and applications at nominal cost by using commercially available software or partnering with any of a number of successful [removed: ecommerce] [added: ecommerce, search, advertising or social] companies.

As we respond to changes in the competitive environment, we may, from time to time, make pricing, [removed: service] [added: service, policy] or marketing decisions or acquisitions that may be controversial with and lead to dissatisfaction among sellers, which could reduce activity on our platform and harm our [added: reputation and] profitability.

If we are unable to change our products, offerings and services in ways that reflect the changing demands of ecommerce and mobile commerce marketplaces, [added: or if products offered through eBay are not available for purchase where the consumers shop,] particularly the higher growth of sales of fixed-price items and higher expected service levels (some of which depend on services provided by sellers on our platforms), or compete effectively with and adapt to changes in larger platform businesses, our business [added: and reputation] will suffer.

Competitors with other revenue sources may also be able to devote more resources to marketing and promotional [removed: campaigns,] [added: campaigns and buyer acquisition,] adopt more aggressive pricing policies and devote more resources to website, mobile platforms and applications and systems development than we can.

Competitors may be [added: more narrowly focused on a particular type of goods and create a compelling community, be] able to innovate faster and more efficiently, and new technologies may increase the competitive pressures by enabling competitors to offer more efficient or lower-cost services.

Consumers also can turn to shopping-comparison sites, such as Google [removed: Shopping.][added: Shopping, or social networks that enable purchases such as Pinterest and Facebook.]

Consumers and merchants who might use our sites to sell goods also have many alternatives, including general ecommerce sites, such as Amazon, Alibaba, [removed: Zalando] and [removed: Coupang,] [added: Zalando,] and more specialized sites, such as Etsy.

Sellers may also choose to sell their goods through other channels, such as [added: multi-channel services like Shopify or] classifieds platforms.

The global spread of COVID-19 [added: variants] and related measures to contain its spread (such as government mandated business closures and shelter in-place guidelines) have created significant volatility, uncertainty and economic disruption.

The COVID-19 pandemic and the related measures to contain its spread [removed: have] [added: did] not adversely [removed: affected] [added: affect] our consolidated results of [removed: operations to date.][added: operations.]

[removed: Additionally, to date,] [added: Initially,] our Marketplace platforms experienced improved traffic and buyer acquisition due to the ongoing impact of mobility restrictions taken globally to contain the spread of COVID-19 and changes in consumer behaviors that have resulted in more online shopping.

[removed: The] [added: mobility increases, we may experience lower traffic and buyer acquisition, and the] impacts seen may continue to create volatility in our results and a wider range of outcomes as consumer behaviors and mobility restrictions continue to evolve.

Because we generate [removed: the majority] [added: approximately half] of our revenues outside the United States but report our financial results in U.S. dollars, our financial results are impacted by fluctuations in foreign currency exchange rates, or foreign exchange rates.

Our international businesses, especially in the United Kingdom, [removed: Germany, Australia] [added: Germany] and [removed: South Korea,] [added: Australia,] and cross-border business from greater China, have generated a majority of our net revenues in recent years.

[removed: Although we have implemented policies and procedures designed to] promote compliance with these laws, there can be no assurance that our employees, contractors, or agents will not violate our policies.

Cross-border trade also represents our primary (or in some cases, only) presence in certain important markets, such as [removed: Brazil/Latin America,] China, and various other countries.

Our users may spend less time on our websites and our applications for mobile devices as a result of a variety of diversions, including: geopolitical events, such as war, the threat of war, or terrorist activity; natural disasters or the effects of climate change (such as drought, flooding, wildfires, increased storm [removed: severity,] [added: severity] and sea level rise); power shortages or outages, major public health issues, including pandemics (such as [removed: COVID-19);] [added: COVID-19 variants);] social networking or other entertainment websites or mobile applications; significant local, national or global events capturing the attention of a large part of the population; and seasonal fluctuations due to a variety of factors.

We also continuously strive to create new initiatives and innovations that [removed: offer growth opportunities,] [added: promote growth,] such as our [removed: new] payments and advertising [removed: offerings.][added: offerings and other features that enhance the customer experience.]

*Changes to our programs to protect buyers and sellers could increase our costs and loss [removed: rate.*][added: rate, and failure to manage such programs effectively can result in harm to our reputation.*]

Our liability for these sorts of claims is [removed: slowly] beginning to be clarified in some [removed: jurisdictions and may be higher in some non-U.S. jurisdictions than it is in the United States.][added: jurisdictions.]

We have invested and plan to continue to invest internal resources into our payments tools in order to maintain existing availability, expand into additional markets and offer new payment methods and [removed: tools] [added: other types of financial services] to our buyers and sellers.

If we fail to invest adequate resources into payments on our platform, or if our investment efforts are unsuccessful, unreliable or result in system failure, our payments [added: and financial] services may not function properly or keep pace with competitive offerings, which could negatively impact their usage and our Marketplace.

As we [removed: expand the availability of our payments services to additional markets or] offer new payment methods [added: and financial services] to our sellers and [removed: buyers in the future,] [added: buyers,] we [removed: may become] [added: are now] subject to additional regulations and compliance requirements, and exposed to heightened fraud [added: and regulatory] risk, which could lead to an increase in our operating expenses.

We rely on third-party service providers to perform services related to [removed: compliance,] [added: compliance among other activities,] credit card processing, payment disbursements, currency exchange, identity verification, sanctions screening, and fraud analysis and detection.

Payments [added: and other financial services] are governed by complex and continuously evolving laws and regulations that are subject to change and vary across different jurisdictions in the United States and globally.

As a result, we are required to spend significant time and effort to determine whether various licensing and registration laws relating to payments [added: and other financial services we offer] apply to us and to comply with applicable laws and licensing and registration regulations.

Any failure or claim of failure on the part of the Company or its third-party service providers to comply with applicable laws and regulations relating to payments [added: or financial services] could require us to expend significant resources, result in liabilities, limit or preclude our ability to enter certain markets and harm our reputation.

In addition, changes in payment regulations, [added: or other financial regulation,] including changes to the credit or debit card interchange rates in the United States or other markets, could adversely affect payments on our platform and make our payments systems less profitable.

In addition, changes in these rules and requirements, including any change in our designation by major payment card providers, could require a change in our business operations and could result in limitations on or loss of our ability to accept payment [removed: cards,] [added: cards or other forms of payment,] any of which could negatively impact our business.

*We may be unable to adequately protect or enforce our intellectual property rights and face ongoing [removed: risks from patent litigation and] allegations by third parties that we are infringing their intellectual property rights.*

We are a defendant in [removed: a number of] [added: various] patent suits and have been notified of several other potential patent disputes.

We face [added: reputational and other] risks with respect to fraudulent activities on our platforms and periodically receive complaints from buyers and sellers who may not have received the goods that they had contracted to purchase or payment for the goods that a buyer had contracted to purchase.

While we can, in some cases, suspend the accounts of users who fail to fulfill their payment or delivery obligations to other users, we do not have the ability to require users to make payment or deliver goods, or otherwise make users whole other than through our [removed: buyer] protection [removed: program, which in the United States we refer to as the eBay Money Back Guarantee, or as we roll out our new payments capabilities, by compensating our sellers for fraudulent payments.][added: programs.]

Although we have implemented measures to detect and reduce the occurrence of fraudulent activities, combat bad buyer experiences and increase buyer satisfaction, including evaluating sellers on the basis of their [added: identity and] transaction history and restricting or suspending their activity, there can be no assurance that these measures will be effective in combating fraudulent transactions or improving overall satisfaction among sellers, buyers, and other participants.

Additional measures to address fraud could negatively affect the attractiveness of our services to buyers or sellers, resulting in [added: a reduction in the ability to attract new users or retain current users, damage to our reputation, or a diminution in the value of our brand names.]

- our ability to convert visits into sales for our sellers;

- the amount and timing of expenses;

- our success in attracting and retaining sellers and buyers;

- changes in consumer discretionary spending trends, including shifts in interests away from any of our major categories;

- our success in executing on our strategy and the impact of any changes in our strategy;

- the timing and success of product launches, including new services and features we may introduce;

- the success of our marketing efforts; and

- the impact of competitive developments and our response to those developments.

Because our business model is dependent upon consumer spending, our results of operations are sensitive to changes in or uncertainty about macro-economic conditions.

Our buyers may in the future have less capacity for discretionary purchases and may reduce their purchases from our sellers as a result of various factors, including job losses, inflation, higher taxes, reduced access to credit, changes in federal economic policy, the COVID-19 pandemic and recent international trade disputes.

We generate a substantial amount of our revenue from our Promoted Listings (a first-party advertising offering) and, to a lesser extent, third-party advertising.

To sustain or increase our advertising revenue, we must continue to provide customers with compelling advertising products to maintain or

increase the amount of advertising purchased through our platform.

If we are unable to compete effectively for advertising spend, our business and operating results could be harmed.

As restrictions have loosened and

- supply chain disruptions;

Although we have implemented policies and procedures designed to

Additionally, in order to further strengthen our buyers’ confidence and trust in our services and the goods offered on our marketplace, in 2021, we expanded "Authenticity Guarantee," an independent authentication service, to more luxury categories and more markets.

If we are unable to effectively manage the authentication process, we may suffer harm to our reputation.

employees would be weakened, which could harm our business.

Further, certain government agencies seek to hold us liable for third party sales on our Marketplace platforms to the extent such sales implicate laws and regulations enforced by those agencies, including specifically the Environmental Protection Agency and the Drug Enforcement Agency.

In June 2021, the European Commission finalized recommendations in relation to cross border data transfers and published new versions of the Standard Contractual Clauses.

The new requirements will require us to incur costs and expenses in order to comply and may impact the transfer of personal data throughout our organization and to third parties.

Further, the California Privacy Rights Act, which was passed in November 2020 and is fully effective in January 2023, significantly modifies the CCPA.

These modifications will require us to incur additional costs and expenses in our effort to comply.

Any failure, or perceived failure, by us to comply with our posted privacy policies or with any regulatory requirements or orders or other federal, state or international privacy or consumer protection-related laws and

protection, accessibility claims, securities, tax, labor and employment, commercial disputes, content generated by our users, services and other matters.

Recently, we received requests for information from government agencies related to our potential liability for products sold by sellers on our Marketplace platforms.

We have responded to inquiries from the U.S. Department of Justice regarding products sold on our Marketplace platforms alleged to violate certain laws and regulations, including regulations of the Environmental Protection Agency and, separately, regulations of the Drug Enforcement Agency.

If we are found to be liable for such activities on our Marketplace, we could be subject to monetary damages, changes in our business practices, or other remedies that could have a material adverse impact on our business.

*Our business and our sellers and buyers may be subject to evolving sales and other tax regimes in various jurisdictions, which may harm our business.*

Significant judgment is required to evaluate applicable tax obligations and as a result amounts recorded are estimates and are subject to adjustments.

In many cases, the ultimate tax determination is uncertain because it is not clear when and how new and existing statutes might apply to our business or to our sellers’ businesses.

In some cases it may be difficult or impossible for us to validate information provided to us by our sellers on which we must rely to ascertain any obligations that may apply to us related to our sellers’ businesses, given the intricate nature of these regulations as they apply to particular products or services and that many of the products and services sold in our marketplace are unique or handmade.

If we are found to be deficient in how we have addressed our tax obligations, our business could be adversely impacted.

Various jurisdictions are seeking to, or have recently imposed additional reporting, record-keeping, indirect tax collection and remittance obligations, or revenue-based taxes on businesses like ours that facilitate online commerce.

If requirements like these become applicable in additional jurisdictions, our business, collectively with eBay sellers’ businesses, could be harmed.

For example, taxing authorities in the U.S. and in other countries have targeted e-commerce platforms as a means to calculate, collect, and remit indirect taxes for transactions taking place over the internet, and have enacted laws and others are considering similar legislation.

With two additional states adopting Internet sales tax laws in 2021, some buyers across the U.S. encountered sales tax for the first time on eBay.

To date, 45 states, the District of Columbia, and Puerto Rico have enacted Internet sales tax legislation.

- Our success depends to a large degree on our ability to successfully address the rapidly evolving market for transactions on mobile devices.

- Our business may be subject to sales and other taxes and we may have exposure to greater than anticipated tax liabilities.

- Our business and its users are subject to Internet sales tax and sales reporting and record-keeping obligations.

- The closing of the proposed transfer of our Classifieds business may not be completed in accordance with expected plans or on the currently contemplated terms or timeline, or at all, and may not generate the anticipated returns to eBay.

*Our success depends to a large degree on our ability to successfully address the rapidly evolving market for transactions on mobile devices.*

Mobile devices are increasingly used for ecommerce transactions.

A significant and growing portion of our users access our platforms through mobile devices.

We may lose users if we are not able to continue to meet our users’ mobile and multi-screen experience expectations.

The variety of technical and other configurations across different mobile devices and platforms increases the challenges associated with this environment.

In addition, a number of other companies with significant resources and a number of innovative startups have introduced products and services focusing on mobile markets.

Our ability to successfully address the challenges posed by the rapidly evolving market for mobile transactions is crucial to our continued success, and any failure to continuously increase the volume of mobile transactions effected through our platforms could harm our business.

Our ability to expand our payments services into additional countries is dependent upon the third-party providers we use to support this service.

a reduction in the ability to attract new users or retain current users, damage to our reputation, or a diminution in the value of our brand names.

If our

business could be harmed.

In many cases, it is not clear how existing statutes apply to ecommerce services.

In addition, many state and foreign governments are looking for ways to increase revenues, which has resulted in legislative action, including new taxes on services and gross revenues and through other indirect taxes.

There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain.

Similar issues exist outside of the United States, where the application of VAT or other indirect taxes on ecommerce providers is complex and evolving.

*Our business and its users are subject to Internet sales tax and sales reporting and record-keeping obligations.*

The application of sales tax and other indirect taxes on cross border sales by remote sellers is continuing to change and evolve.

On June 21, 2018, the U.S. Supreme Court decided *South Dakota v.

Wayfair, Inc. et al.*, a case challenging the current law under which online retailers are not required to collect sales and use tax unless they have a physical presence in the buyer’s state.

This decision allows states to adopt new or enforce existing laws requiring sellers to collect and remit sales and use tax, even in states in which the seller has no presence.

The adoption or enforcement of any such legislation could result in a sales and use tax collection responsibility for certain of our sellers.

Moreover, the application of such taxes on our commerce platforms could cause a marketplace to be less attractive to current and prospective buyers, which could adversely impact our business, financial performance, and growth.

The majority of U.S. states have enacted laws or have pending legislation that require marketplace facilitators to collect and remit sales tax for some or all sellers using these marketplaces.

Similar laws imposing tax collection responsibility on foreign sellers are being considered in other countries as well.

We are now jointly liable for U.K. VAT and German VAT for certain sellers who fail to fulfill their VAT obligations unless we suspend their eBay activity until the seller resolves the matter with the corresponding VAT authority.

Other jurisdictions are considering similar legislation.

Multiple jurisdictions have enacted laws which require marketplaces to report user activity or collect and remit taxes on certain items sold on the marketplace.

The U.K. and European Union have also adopted a VAT reform package which starting in 2021 requires marketplaces such as eBay to collect and remit VAT on most imports from outside the European Union.

One or more states, the U.S. federal government or foreign countries may seek to impose reporting or record-keeping obligations on companies that engage in or facilitate ecommerce.

Such an obligation could be imposed by legislation intended to improve tax compliance or if one of our companies was ever deemed to be the legal agent of the users of our services by a jurisdiction in which it operates.

Certain of our companies are required to report to the Internal Revenue Service (the “IRS”) and most states on customers subject to U.S. income tax if they reach certain payment thresholds.

As a result, we are required to request tax identification numbers from certain payees, track payments by tax identification number and, under certain conditions, withhold a portion of payments and forward such withholding to the IRS.

These obligations can increase operational costs and change our user experience.

Any failure by us to meet these requirements could result in substantial monetary penalties and other sanctions and could harm our business.

Imposition of an information reporting requirement could decrease seller or buyer activity on our sites and would harm our business.

*The closing of the proposed transfer of our Classifieds business is subject to various risks and uncertainties, may not be completed in accordance with expected plans or on the currently contemplated terms or timeline, or at all, and may not generate the anticipated returns to eBay, and the pending transfer may be disruptive to our Classifieds business.*

*This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans or intentions (such as those relating to future business, future results of operations or financial condition, including with respect to the ongoing effects of COVID-19, new or planned features or services, or management [removed: strategies including our strategic review).][added: strategies).]

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with the consolidated financial statements and the related notes included in this [removed: report.*][added: report.]

Our technologies and services are designed to provide buyers choice and a breadth of relevant inventory [removed: from around the globe] and to enable sellers worldwide to organize and offer their inventory for sale, virtually anytime and anywhere.

In [removed: 2020,] [added: 2021,] eBay enabled [removed: $100] [added: $87] billion of Gross Merchandise Volume.

See “Note [removed: 4 –] [added: 3 —] Discontinued Operations” in our consolidated financial statements included elsewhere in this report for additional information.

In [removed: March] 2020, the World Health Organization declared the outbreak of a [removed: novel] coronavirus [removed: (COVID-19)] [added: (“COVID-19”) and its variants] as a [removed: pandemic,] [added: pandemic] which continues to [removed: spread throughout the world.][added: be widespread with uncertainty around its duration.]

As a result of COVID-19 mobility restrictions globally, there [removed: have been] [added: were] changes in consumer behavior that have resulted in more online [removed: shopping.][added: shopping beginning in 2020 and extending into 2021.]

Our Marketplace platforms experienced improved [removed: traffic] [added: traffic, acquisition of small business sellers] and buyer acquisition due to the [removed: ongoing impact] [added: impacts] of measures taken globally to contain the spread of COVID-19.

The impacts seen to date [removed: may] continue to create volatility in our results and a wider range of [added: potential] outcomes as consumer behaviors and mobility restrictions continue to evolve.

See *“Results of Operations”* below for impacts of COVID-19 on our results for the [removed: twelve months] [added: year] ended December 31, [added: 2021 compared to the year ended December 31,] 2020.

On [removed: July 20, 2020,] [added: June 24, 2021,] we [removed: entered into a definitive agreement to] [added: completed the previously announced] transfer [added: of] our Classifieds business to Adevinta ASA (“Adevinta”) for $2.5 billion in [removed: cash,] [added: cash proceeds,] subject to certain adjustments, and approximately 540 million shares in [removed: Adevinta.][added: Adevinta which represent an equity interest of 44%, comprised of approximately 33% of voting shares and 11% of non-voting shares.]

[added: Together, the total consideration received under the definitive agreement was valued at] approximately [removed: $9.2] [added: $13.3] billion, based on the closing trading price of [removed: Adevinta] [added: Adevinta’s outstanding] shares on the Oslo Stock Exchange on [removed: July 17, 2020.][added: June 24, 2021.]

We have classified the results of our Classifieds business as discontinued operations in our consolidated statement of income for the periods [removed: presented.][added: presented through June 24, 2021.]

Additionally, the related assets and liabilities associated with the discontinued operations are classified as [removed: held for sale] [added: discontinued operations] in our consolidated balance sheet.

Our commerce platforms operate globally, resulting in certain revenues that are denominated in foreign currencies, primarily the British [removed: pound, euro, Korean won] [added: pound] and [removed: Australian dollar, subjecting us to foreign currency risk which may impact our financial results.][added: euro.]

Because of [removed: this and the fact that we generate a majority of our net revenues internationally, including during the years ended December 31, 2020, 2019 and 2018,] [added: these factors,] we are subject to the risks related to doing business in foreign countries as discussed under “Item 1A: Risk [removed: Factors.”][added: Factors” in Part I of this report.]

The effect of foreign currency exchange rate movements [removed: during] [added: in 2021 compared to] 2020 was primarily attributable to the [removed: strengthening of the U.S. dollar against the Korean won, partially offset by the] weakening of the U.S. dollar against the [added: British pound and] euro.

FX-Neutral net revenue (as defined above) increased [removed: 20%] [added: 15%] in [removed: 2020] [added: 2021] compared to [removed: 2019.][added: 2020.]

We generated cash flow from continuing operating activities of $3.1 billion in [removed: 2020] [added: 2021] compared to [removed: $2.6] [added: $3.0] billion in [removed: 2019,] [added: 2020,] ending the year with cash, cash equivalents and non-equity investments [removed: for] [added: from] continuing operations of [removed: $4.1] [added: $7.3] billion.

In February [removed: 2021,] [added: 2022,] we declared a quarterly cash dividend of [removed: $0.18] [added: $0.22] per share of common stock to be paid on March [removed: 19, 2021] [added: 18, 2022] to stockholders of record as of March [removed: 1, 2021.][added: 10, 2022.]

We expect transaction activity patterns on our platforms to [removed: mirror] [added: trend with] general consumer buying patterns and expect that these trends will continue.

The following table [removed: sets forth, for the periods presented,] [added: presents] our total net revenues and the sequential quarterly movements of these net revenues [added: for the periods indicated] (in millions, except percentages):

| [removed: Percent] [added: *%] change from prior [removed: quarter] [added: quarter*] | | | [removed: (2)] | | [removed: %] | | | | [removed: 2] [added: *—*] | | [removed: %] [added: *%*] | | | | [removed: (1)] [added: *(3)*] | | [removed: %] [added: *%*] | | | | [removed: 9] [added: *6*] | | [removed: %] [added: *%*] |

| [removed: Percent] [added: *%] change from prior [removed: quarter] [added: quarter*] | | | [removed: (6)] [added: *(4)*] | | [removed: %] [added: *%*] | | | | [removed: —] [added: *28*] | | [removed: %] [added: *%*] | | | | [removed: (3)] [added: *(3)*] | | [removed: %] [added: *%*] | | | | [removed: 7] [added: *10*] | | [removed: %] [added: *%*] |

| [removed: Percent] [added: *%] change from prior [removed: quarter] [added: quarter*] | | | [removed: (5)] [added: *6*] | | [removed: %] [added: *%*] | | | | [removed: 25] [added: *1*] | | [removed: %] [added: *%*] | | | | [removed: (2)] [added: *(6)*] | | [removed: %] [added: *%*] | | | | [removed: 10] [added: *4*] | | [removed: %] [added: *%*] |

The following table presents net revenues by geography for the periods [removed: presented] [added: indicated] (in millions, except percentages):

| | | | [removed: 2020] [added: 2021] | | | | | | % Change | | | | | | [removed: 2019] [added: 2020] | | | | | | % Change | | | | | | [removed: 2018] [added: 2019] | | |

| U.S. | | | $ | [removed: 4,151] [added: 5,048] | | | | | [removed: 26] [added: 22] | | % | | | | [removed: 3,303] [added: 4,151] | | | | | | [removed: (2)] [added: 26] | | % | | | | $ | [removed: 3,382] [added: 3,303] | |

| [removed: *Percentage] [added: *%] of net revenues* | | | [removed: *40*] [added: *48*] | | *%* | | | | | | | | | | [removed: *38*] [added: *47*] | | *%* | | | | | | | | | | [removed: *39*] [added: *44*] | | *%* |

| [removed: *Percentage] [added: *%] of net revenues* | | | [removed: *60*] [added: *52*] | | *%* | | | | | | | | | | [removed: *62*] [added: *53*] | | *%* | | | | | | | | | | [removed: *61*] [added: *56*] | | *%* |

Net revenues included [added: $65 million of hedging losses during 2021 and] $15 million and $81 million of hedging gains [removed: and $8 million of hedging losses] during [removed: the years ended December 31, 2020, 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

Foreign currency movements relative to the U.S. dollar had a favorable impact of [removed: $1 million, an unfavorable impact of $153 million and a favorable impact of $139] [added: $188] million [removed: on net revenues for the years December 31, 2020, 2019 and 2018, respectively.]

Net transaction revenues primarily include final value fees, feature fees, including fees to promote [removed: listings,] [added: listings] and listing fees from sellers on our platforms.

Marketing services and other ("MS&O") revenues consist of revenues principally from the sale of [removed: advertisements,] revenue sharing arrangements and [removed: first-party inventory programs.][added: advertisements.]

The following table presents net revenues by type [added: for the periods indicated] (in millions, except percentages):

| Marketing services and other revenues | | | [removed: 971] [added: 648] | | | | | | [removed: (8)] [added: —] | | % | | | | [removed: 1,058] [added: 651] | | | | | | [removed: (14)] [added: (23)] | | % | | | | [removed: 1,234] [added: 848] | | |

GMV consists of the total value of all [removed: successfully closed] [added: paid] transactions between users on our platforms during the applicable [removed: period, regardless] [added: period inclusive] of [removed: whether the buyer] [added: shipping fees] and [removed: seller actually consummated the transaction.][added: taxes.]

Despite GMV’s divergence from revenue, we still believe that GMV provides a useful measure of the overall volume of [removed: closed] [added: paid] transactions that flow through our platforms in a given [removed: period, notwithstanding the inclusion in GMV of closed transactions that are not ultimately consummated.][added: period.]

Take rate is defined as net transaction revenues divided by [removed: GMV.][added: GMV and represents net transaction revenue as a percentage of overall volume on our platforms.]

The following table presents [removed: GMV and take rate] [added: MS&O revenues] for the periods [removed: presented] [added: indicated] (in millions, except percentages):

This section of this Form 10-K generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020.

Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.*

eBay Inc., is a global commerce leader, which includes our Marketplace platforms.

Collectively, we connect millions of buyers and sellers around the world, empowering people and creating opportunity.

These changes in behavior began to normalize as mobility trended toward pre-pandemic levels through the remainder of 2021, and we have experienced lower traffic in most markets which we expect to continue into 2022.

On November 14, 2021, we completed the previously announced sale of 80.01% of the outstanding equity interests of eBay Korea LLC, a limited liability company incorporated under the laws of Korea and a wholly owned subsidiary of eBay KTA (“eBay Korea”) to E-mart Inc. and one of its wholly owned subsidiaries (together, “Emart”), pursuant to the terms and conditions of the securities purchase agreement, in exchange for approximately $3.0 billion of gross cash proceeds as of the transaction close date, subject to certain adjustments specified for indebtedness, cash, working capital, transaction expenses and certain taxes.

The sale resulted in a pre-tax gain of $3.2 billion inclusive of a $81 million currency translation adjustment and a $44 million gain net of tax on the net investment hedge settled in the fourth quarter of 2021, and related income tax expense of $369 million.

Upon

completion of the sale, we retained 19.99% of the outstanding equity interests of the new entity, Gmarket Global LLC (“Gmarket”) formerly known as Apollo Korea, which is accounted for under the fair value option.

The equity interest received is accounted for under the fair value option.

On November 18, 2021, we completed the previously announced sale of approximately 135 million of our voting shares in Adevinta to Astinlux Finco S.à r.l.

(“Permira”), inclusive of the option exercised by Permira to purchase additional voting shares, for approximately $2.3 billion in cash proceeds.

At the close of the sale inclusive of the option exercised, our ownership in Adevinta was reduced to 33%.

We have classified the related assets and liabilities associated with our eBay Korea and Classifieds businesses as discontinued operations in our consolidated balance sheet.

The results of our eBay Korea, Classifieds and StubHub businesses have been presented as discontinued operations in our consolidated statement of income for all periods presented through the respective transaction close dates as the transactions represented a strategic shift in our business that had a major effect on our operations and financial results.

During 2021, we completed the migration of eBay’s managed payments in all markets, delivering buyers and sellers a simplified end-to-end payments experience.

Net revenues increased 17% to $10.4 billion in 2021 compared to 2020 primarily due to the migration of managed payments on a global basis and the associated higher take rate.

Operating margin decreased to 28.1% in 2021 compared to 29.6% in 2020.

On November 14, 2021, we completed the sale of 80.01% of the outstanding equity interests of eBay Korea to Emart for approximately $3.0 billion of gross cash proceeds.

We retained 19.99% of the outstanding equity interests of the new entity, Gmarket, which is accounted for under the fair value option.

On June 24, 2021, the transfer of our Classifieds business was completed for $13.3 billion of consideration which comprised of $2.5 billion in proceeds and shares of Adevinta valued at $10.8 billion.

On November 18, 2021, we completed the sale of approximately 135 million of our voting shares in Adevinta to Permira for approximately $2.3 billion in proceeds.

At the close of the sale our ownership in Adevinta was reduced to 33%.

In May 2021, we issued senior notes of $2.5 billion aggregate principal amount, which consisted of $750 million of 1.400% fixed rate notes due 2026, $750 million of 2.600% fixed rate notes due to 2031 and $1.0 billion of 3.650% fixed rate notes due 2051.

In 2021, we repaid approximately $1.2 billion of debt primarily comprised of $750 million for the 6.000% senior fixed rate notes due 2056 and $395 million of the 2.600% senior fixed rate notes due 2022.

We also paid $7.1 billion for repurchases of common stock, of which $2.5 billion related to repurchases of common stock under an accelerated share repurchase program, and paid $466 million in cash dividends.

We have one reportable segment to reflect the way management and our chief operating decision maker (“CODM”) review and assess performance of the business.

Our reportable segment is Marketplace, which includes our online marketplace located at www.ebay.com, its localized counterparts and the eBay suite of mobile apps.

The accounting policies of our segment are the same as those described in “Note 1 — The Company and Summary of Significant Accounting Policies” in our consolidated financial statements included elsewhere in this report.

| Net revenues | | | $ | 1,867 | | | | | $ | 1,859 | | | | | $ | 1,799 | | | | | $ | 1,904 | |

| Net revenues | | | $ | 1,821 | | | | | $ | 2,337 | | | | | $ | 2,258 | | | | | $ | 2,478 | |

| 2021 | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | $ | 2,638 | | | | | $ | 2,668 | | | | | $ | 2,501 | | | | | $ | 2,613 | |

Growth for the period excluded as 2018 revenue numbers have not been recast and provided.

| International | | | 5,372 | | | | | | 13 | | % | | | | 4,743 | | | | | | 15 | | % | | | | 4,126 | | |

| Total net revenues | | | $ | 10,420 | | | | | 17 | | % | | | | $ | 8,894 | | | | | 20 | | % | | | | $ | 7,429 | |

In addition, as shown in the table above, we generate approximately half of our net revenues internationally.

The hedging activity in net revenues specifically relates to hedges of net transaction revenues.

and $26 million on net revenues in 2021 and 2020, respectively, and an unfavorable impact of $85 million on net revenues in 2019.

| | | | 2021 | | | | | | % Change | | | | | | 2020 | | | | | | % Change | | | | | | 2019 | | |

eBay Inc., is a global commerce leader, which includes our Marketplace platforms, that connects millions of buyers and sellers around the world, empowering people and creating opportunity for all.

While the disruption is currently expected to be temporary, there is uncertainty around its duration.

We expect these changes in behavior to continue to evolve as the pandemic progresses.

The Marketplace platforms also experienced improved acquisition of small business sellers.

While the impact of COVID-19 has had a positive impact on our reported results, it’s uncertain whether this consumer behavior will continue.

These shares would represent, approximately 44% of Adevinta’s total outstanding shares and approximately 33% of Adevinta’s outstanding voting shares, based on the number of Adevinta’s outstanding shares as of June 30, 2020.

Together, the total consideration payable under the definitive agreement is valued at

We believe the transaction will close by the end of the first quarter of 2021.

Completion of the transaction is subject to certain conditions, including receipt of certain regulatory approvals and other risks and uncertainties.

Net revenues increased 19% to $10.3 billion in 2020 compared to 2019, primarily driven by improved traffic and buyer acquisition, which we attribute primarily to global restrictions implemented to contain the spread of COVID-19 which resulted in more online shopping during 2020.

Operating margin increased to 26.4% in 2020 compared to 21.6% in 2019.

During 2020, we issued senior unsecured notes of $1.8 billion, which consisted of $800 million of 1.900% fixed rate notes due 2025 and $950 million of 2.700% fixed rate notes due 2030.

In addition, we repaid approximately $1.8 billion of debt comprising of $500 million of 2.150% senior fixed rate notes due 2020, $500 million of 3.250% senior fixed rate notes due 2020 and $750 million related to 2.875% senior fixed rate notes due 2021.

We also repurchased $5.1 billion of shares and paid $447 million in dividends during 2020.

Diluted earnings per share from continuing operations was $3.54 in 2020 compared to diluted earnings per share of $1.77 in 2019.

| 2018 | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | $ | 2,104 | | | | | $ | 2,137 | | | | | $ | 2,107 | | | | | $ | 2,302 | |

| Net revenues | | | $ | 2,161 | | | | | $ | 2,156 | | | | | $ | 2,083 | | | | | $ | 2,236 | |

| Net revenues | | | $ | 2,129 | | | | | $ | 2,668 | | | | | $ | 2,606 | | | | | $ | 2,868 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| International | | | 6,120 | | | | | | 15 | | % | | | | 5,333 | | | | | | 1 | | % | | | | 5,268 | | |

| Total net revenues | | | $ | 10,271 | | | | | 19 | | % | | | | $ | 8,636 | | | | | — | | % | | | | $ | 8,650 | |

The effect of foreign currency exchange rate movements in 2020 compared to 2019 was primarily attributable to the strengthening of the U.S. dollar against the Korean won, partially offset by the weakening of the U.S. dollar against the euro.

The effect of foreign currency exchange rate movements in 2019 compared to 2018 was primarily attributable to the strengthening of the U.S. dollar against the euro, British pound and Korean won.

| Net transaction revenues | | | $ | 9,300 | | | | | 23 | | % | | | | $ | 7,578 | | | | | 2 | | % | | | | $ | 7,416 | |

| GMV | | | $ | 100,001 | | | | | 17 | | % | | | | $ | 85,510 | | | | | (5) | | % | | | | $ | 89,829 | |

| Transaction take rate | | | 9.30 | | % | | | | 0.44 | | % | | | | 8.86 | | % | | | | 0.61 | | % | | | | 8.25 | | % |

| Net transaction revenues (1) | | | 9,300 | | | | | | 7,578 | | | | | | 23 | | % | | | | 24 | | % | | | | 7,578 | | | | | | 7,416 | | | | | | 2 | | % | | | | 4 | | % |

| GMV | | | 100,001 | | | | | | 85,510 | | | | | | 17 | | % | | | | 17 | | % | | | | 85,510 | | | | | | 89,829 | | | | | | (5) | | % | | | | (2) | | % |

| Take rate | | | 9.30 | | % | | | | 8.86 | | % | | | | 0.44 | | % | | | | | | | | | | 8.86 | | % | | | | 8.25 | | % | | | | 0.61 | | % | | | | | | |

Net transaction revenues increased in 2020 compared to 2019 primarily due to an increase in GMV due to improved traffic and buyer acquisition due to global restrictions implemented to contain the spread of COVID-19 which resulted in consumers engaging in more online shopping during 2020 and higher take rate due to the expansion of managed payments and promoted listings.

Net transaction revenues increased in 2019 compared to 2018 primarily due to growth in promoted listing fees and a higher take rate.

| MS&O revenues | | | $ | 971 | | | | | $ | 1,058 | | | | | (8) | | % | | | | (8) | | % | | | | $ | 1,058 | | | | | $ | 1,234 | | | | | (14) | | % | | | | (12) | | % |

The decrease in MS&O revenues during 2020 compared to 2019 was primarily due to lower advertising revenues that were driven by our ongoing shift to promoted listing fees, which are recognized in net transaction revenues and the sale of brands4friends in the third quarter of 2019, partially offset by an increase attributable to our first-party inventory program in Korea.

The decrease in MS&O revenues during 2019 compared to 2018 was primarily due to a decrease in advertising revenues that was driven by our ongoing shift to promoted listing fees, which are recognized in net transaction revenues and lower revenues resulting from the sale of brands4friends.

These decreases were partially offset by increases in first-party inventory program in Korea in 2019 compared to 2018.

| Cost of net revenues | | | $ | 2,473 | | | | | 16 | | % | | | | $ | 2,136 | | | | | 6 | | % | | | | $ | 2,023 | |

| As a percentage of net revenues | | | 24.1 | | % | | | | | | | | | | 24.7 | | % | | | | | | | | | | 23.4 | | % |

The increase in cost of net revenues was partially offset by lower cost of goods sold due to the sale of brands4friends in the third quarter of 2019.

The increase in cost of net revenues in 2019 compared to 2018 was primarily due to an increase in site operation and payment processing costs as we increased our investments in our business, and an increase in costs of goods sold driven by our first-party inventory program in Korea.

The primary objective of our [removed: investments] [added: investment activities] is to preserve principal while at the same time improving yields without significantly increasing risk.

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: 31%] [added: 9%] of our total cash and investments was held in cash and cash equivalents.

As of December 31, [removed: 2020,] [added: 2021,] the balance of our corporate debt [added: and government bond] securities was [removed: $2.5] [added: $5.9] billion, which represented approximately [removed: 55%] [added: 39%] of our total cash and investments.

A hypothetical 100 basis point increase in interest rates would have resulted in a decrease in the fair value of our investments of [removed: $5] [added: $4] million and [removed: $8] [added: $5] million as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

As of December 31, [removed: 2020,] [added: 2021,] we had an aggregate principal amount of [removed: $7.8] [added: $9.1] billion of outstanding senior notes, of which [removed: 95%] [added: 96%] bore interest at fixed rates.

The total notional amount of these interest swaps was $400 million as of December 31, [removed: 2020] [added: 2021] with terms calling for us to receive interest at a variable rate and to pay interest at a fixed rate.

At December 31, [removed: 2020,] [added: 2021,] we did not have an unhedged balance on our floating-rate debt.

A hypothetical 1% (100 basis points) decrease in interest rates would have resulted in a decrease in the fair values of our [removed: forward-starting and] floating to fixed rate interest swaps of approximately [removed: $61] [added: $4] million at December 31, [removed: 2020.][added: 2021.]

For additional details related to our debt, see “Note [removed: 11 –] [added: 10 —] Debt” to the consolidated financial statements included in this report.

Our [added: remaining] equity investments are primarily investments in privately-held companies.

Our consolidated results of operations include, as a component of [removed: interest] [added: gain (loss) on equity investments] and [removed: other,] [added: warrant,] net, our share of the net income or loss of the equity investments accounted for under the equity method of [removed: accounting.][added: accounting, or the change in fair value of the equity method investments accounted for under the fair value option.]

Such changes in the basis of the equity investment are recognized in [removed: interest] [added: gain (loss) on equity investments] and [removed: other,] [added: warrant,] net.

As of December 31, [removed: 2020,] [added: 2021,] our equity investments totaled [removed: $547 million,] [added: $8.0 billion,] which represented approximately [removed: 12%] [added: 52%] of our total cash and investments, and [removed: were] primarily related to [added: our] equity [removed: investments without readily determinable fair values.][added: investment in Adevinta.]

The [added: remaining tranches of the] warrant [removed: is] [added: are] accounted for as a derivative instrument under ASC Topic 815, [removed: Derivatives] [added: *Derivatives] and [removed: Hedging.][added: Hedging*.]

As of December 31, [removed: 2020,] [added: 2021,] a one dollar change in Adyen’s common stock, holding other factors constant, would increase or decrease the fair value of the warrant by [removed: approximately $1] [added: $0.2] million.

For additional details related to the warrant, please see “Note [removed: 8 –] [added: 7 —] Derivative Instruments” to our consolidated financial statements included in this report.

Our commerce platforms operate globally, resulting in certain revenues and costs that are denominated in foreign currencies, primarily the British [removed: pound, euro, Korean won] [added: pound] and [removed: Australian dollar,] [added: euro,] subjecting us to foreign currency risk, which may adversely impact our financial results.

Our cash flow, results of operations [removed: and certain of our intercompany balances] that are exposed to foreign exchange rate fluctuations may differ materially from expectations and we may record significant gains or losses due to foreign currency fluctuations and related hedging activities.

For additional details related to our derivative instruments, please see “Note [removed: 8 –] [added: 7 —] Derivative Instruments” to our consolidated financial statements included in this report.

The following table illustrates the fair values of outstanding foreign exchange contracts designated as cash flow hedges and [removed: net investment hedges, and] the before-tax effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed as of December 31, [removed: 2020.][added: 2021.]

| Foreign exchange contracts - Cash flow hedges | | | $ | [removed: 9] [added: 87] | | | | | $ | [removed: (139)] [added: (113)] | |

These changes would have resulted in an adverse impact on income before income taxes of approximately [removed: $52] [added: $13] million as of December 31, [removed: 2020] [added: 2021] taking into consideration the offsetting effect of foreign exchange forwards in place as of December 31, [removed: 2020.][added: 2021.]

On June 24, 2021, we completed the transfer of our Classifieds business to Adevinta.

Upon completion of the transfer we received an equity interest in Adevinta.

The equity investment is accounted for under the fair value option and changes in Adevinta’s stock price and equity volatility may have a significant impact on the value of our equity investment in Adevinta.

As of December 31, 2021, a one dollar change in Adevinta’s common stock, holding other factors constant, would increase or decrease the fair value of the investment by approximately $405 million.

In August 2021 KakaoBank completed its initial public offering, which resulted in this investment having a readily determinable fair value.

Previously this investment was accounted for as an equity investment without a readily determinable fair value.

Valuation of equity investments with readily determinable fair values can be obtained from real time quotes in active markets.

Changes in KakaoBank’s stock price and equity volatility may have a significant impact on the value of our equity investment in KakaoBank.

As of December 31, 2021, a one dollar change in KakaoBank’s common stock, holding other factors constant, would increase or decrease the fair value of the investment by approximately $14 million.

As further described in the “Warrant” section below, we entered into a warrant agreement in conjunction with a commercial agreement with Adyen that, subject to meeting certain conditions, entitles us to acquire a fixed number of shares up to 5% of Adyen’s fully diluted issued and outstanding share capital at a specific date.

In 2021, we met the processing volume milestone target to vest the first tranche of the warrant.

Upon vesting of the first tranche, we exercised the option to purchase shares of Adyen valued at $1.1 billion in exchange for approximately $110 million.

Our equity investment in Adyen is accounted for as an equity investment with a readily determinable fair value.

Changes in Adyen’s common stock price and equity volatility may have a significant impact on the value of the investment.

As of December 31, 2021, a one dollar change in Adyen’s common stock, holding other factors constant, would increase or decrease the fair value of the investment by approximately $0.4 million.

Equity investments under the fair value option are measured at fair value based on a quarterly valuation analysis and are classified within Level 3 in the fair value hierarchy as the valuation reflects management’s estimate of assumptions that market participants would use in pricing the equity investment.

Subsequent changes in fair value are recognized in gain (loss) on equity investments and warrant, net.

For additional details related to our investments, please see “Note 6 — Investments” to our consolidated financial statements included in this report.

As discussed above, in 2021 we met the processing volume milestone target to vest the first tranche of the warrant, and we exercised the option to purchase shares of Adyen valued at $1.1 billion in exchange for approximately $110 million.

| | | | | | | | | | | | |

| | | | | | | | | | | | |

In 2014, we entered into $2.4 billion of interest rate swap agreements that had an economic effect of modifying the fixed interest obligations associated with $1.15 billion of our 2.200% senior notes due July 2019, $750 million of our 2.875% senior notes due July 2021, and $500 million of our 3.450% senior notes due July 2024 so that the interest payable on those notes effectively became variable based on LIBOR plus a spread.

In July 2019, $1.15 billion of the $2.4 billion aggregate notional amount matured and we terminated the interest rate swaps related to $750 million of our 2.875% senior notes due July 2021 and $500 million of our 3.450% senior notes due July 2024, which were designated as fair value hedges.

As a result of the early termination, hedge accounting was discontinued prospectively and the gain on termination was recorded as an increase to the long-term debt balance and is being recognized over the remaining life of the underlying debt as a reduction to interest expense.

The gain recognized was immaterial for the years ended December 31, 2020 and December 31, 2019, respectively.

During 2020, we began to hedge the variability of forecasted interest payments using forward-starting interest rate swaps.

The notional amount of these swaps was $700 million as of December 31, 2020, with terms calling for us to receive interest at a variable rate and to pay interest at a fixed rate.

These interest rate swaps effectively fix the benchmark interest rate on anticipated debt issuance in 2022, and they will be terminated upon issuance of the debt.

When entering into forward-starting interest rate swaps, we are subject to market risk with respect to changes in the underlying benchmark interest rate that impacts the fair value of the forward-starting interest rate swaps.

We manage market risk by matching the terms of the swaps with the terms of the expected debt issuance.

| Foreign exchange contracts - Net investment hedges | | | $ | (2) | | | | | $ | (54) | |

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.

Notably, on [removed: February 13, 2020,] [added: June 24 , 2021,] we completed the sale of [removed: StubHub] [added: our Classifieds business] to [removed: viagogo] [added: Adevinta ASA (“Adevinta”)] for [removed: $4.05] [added: $2.5] billion in cash, subject to certain adjustments, and [added: 540 million Adevinta shares, and] on [removed: July 20, 2020, we entered into a definitive agreement to transfer our Classifieds business to] [added: November 18, 2021, eBay completed the sale of approximately 135 million shares of] Adevinta [removed: ASA (“Adevinta”).][added: to Astinlux Finco S.a.r.l.]

eBay [removed: Inc.] is a global commerce leader through our Marketplace platforms which connect millions of buyers and sellers in more than 190 markets around the world.

The platforms include our online marketplace located at www.ebay.com and its localized counterparts, including off-platform businesses in [removed: South Korea, Japan,] [added: Japan] and Turkey, as well as eBay’s suite of mobile apps.

[removed: On July 20, 2020, we entered into a definitive agreement to transfer our] [added: eBay completed the sale of its] Classifieds business to Adevinta for $2.5 billion in cash, subject to certain adjustments, and [removed: approximately] 540 million [added: Adevinta] shares in [removed: Adevinta.][added: the second quarter of 2021, then completed the sale of approximately 135 million shares of our Adevinta stake to Permira for approximately $2.3 billion in cash in the fourth quarter of 2021.]

As a global commerce leader and third-party marketplace, our technologies and services are designed to provide buyers choice and a breadth of relevant inventory from around the globe, and to enable sellers’ access to eBay’s [removed: 185] [added: 147] million buyers worldwide.

We earn revenue primarily through fees collected on [removed: successfully closed sales and our growth drivers of managed payments] [added: paid sales, payment processing] and first-party advertising.

eBay’s strategy is to leverage technology to enhance the marketplace experience for our [removed: customers,] [added: customers] to drive growth in Gross Merchandise Volume [removed: (as discussed below, “GMV”),] [added: (“GMV”),] while increasing the rate of revenue growth through our managed payments and advertising [removed: initiatives,] [added: initiatives] and delivering healthy operating margins.

[removed: Following the announcement of the StubHub and Classifieds transactions,] [added: In 2020,] we [removed: stated our intention as an enterprise focused on our Marketplace platforms to embark] [added: embarked] on a multi-year journey to build more compelling [added: category] experiences for [removed: our] [added: enthusiastic] consumers, [added: to] become the partner of choice for sellers and [added: to] strengthen trust in relationships with [removed: buyers.][added: buyers on our platforms.]

Through managed payments, [removed: we’re] [added: we are] able to provide a [removed: simpler] [added: frictionless] experience for current and next-generation customers, consistent with today’s retail standards.

We [removed: can] offer buyers more flexibility and choice in how they’d like to pay and offer sellers a more streamlined way to run their businesses.

Our advertising business remains focused on growing our Promoted Listings [removed: (a] [added: offerings (our] first-party advertising [removed: offering)] [added: products)] while reducing non-strategic, third-party advertising.

[removed: We] [added: Through our portfolio of Promoted Listings offerings, we] are providing sellers with data-driven recommendations to optimize their [removed: conversion,] [added: conversion and drive velocity,] while testing and building more technology features to drive growth, position eBay as the seller’s platform of [removed: choice,] [added: choice] and surface relevant inventory to buyers.

We provide a number of features for our [removed: buyers and] sellers [added: and buyers] that align with our approach to becoming the partner of choice for sellers and [removed: driving] [added: building life-long,] trusted buyer relationships.

These offerings are designed to build trust and confidence on our [removed: platform,] [added: platform] and drive GMV.

In order to further strengthen our buyers’ confidence and trust in our services, we offer “eBay Money Back Guarantee,” which allows buyers to receive their money back if the item they ordered does not arrive, is faulty or [removed: damaged,] [added: damaged] or does not match the listing.

eBay Money Back Guarantee covers most items purchased on the eBay platform in the U.S., the U.K., Germany, [removed: and] Australia, [added: Canada, France, Italy and Spain] through a qualifying payment method.

To become the partner of choice for sellers, eBay continuously invests in [removed: resources] [added: technology to enhance the selling experience] and [removed: programs] [added: products] to grow [removed: and enhance] the seller tools ecosystem.

With [added: a] low cost of entry for sellers, we offer a highly accessible way for all types of users to interact in a global marketplace that’s inclusive and connects people of all backgrounds.

Key economic programs include eBay for Charity, the eBay [removed: Foundation,] [added: Foundation] and our small business enablement efforts, such as our Up & Running [added: Grants] program.

In [removed: 2020, nearly $123] [added: 2021, more than $145] million was raised by buyers and sellers to support charities via eBay for Charity.

To date, the eBay Foundation has awarded more than [removed: $65] [added: $76] million to more than 1,800 nonprofits.

eBay continued its work to reach its goal of 100% renewable energy by [removed: 2025.][added: 2025 and signed its second virtual power purchase agreement in 2021.]

This year, eBay was also recognized for its commitment to sustainability and responsible business [removed: on] [added: by its inclusion in] the [removed: DJSI] [added: Dow Jones Sustainability Indices] World and North American [removed: Indices, and ranked on] [added: Indices for] the [removed: CDP A list.][added: third straight year.]

GMV consists of the total value of all [removed: successfully closed] [added: paid] transactions between users on our platforms during the applicable [removed: period, regardless] [added: period inclusive] of [removed: whether the buyer] [added: shipping fees] and [removed: seller actually completed the transaction.][added: taxes.]

In [removed: 2020,] [added: 2021,] we generated [removed: $100] [added: $87] billion in GMV, of which approximately [removed: 62] [added: 54] percent was generated outside the U.S. We believe that GMV provides a useful measure of the overall volume of [removed: closed] [added: paid] transactions that flow through our platforms in a given [removed: period, notwithstanding the inclusion in GMV of closed transactions that are not ultimately consummated.][added: period.]

At the end of [removed: 2020,] [added: 2021,] eBay had [removed: 185] [added: 147] million active buyers and [removed: over 19] [added: 17] million sellers.

In [removed: 2020,] [added: 2021,] we had approximately [removed: 1.6] [added: 1.5] billion live listings globally.

The term “active buyer” means, as of any date, all buyer accounts that [removed: successfully closed] [added: paid for] a transaction on [removed: Marketplace] [added: our] platforms within the previous 12-month period.

We generate revenue primarily from the transactions we successfully [removed: enable and through marketing services, and our growth initiatives] [added: enable, including monetization] of [added: managed] payments and [removed: advertising.][added: first-party advertising and through marketing services.]

The majority of our revenue comes from a take rate on the GMV of transactions [removed: closed] [added: paid] on our platforms.

Notable Business Transactions in [added: 2021 and] 2020

We regularly review and manage our investments to ensure [removed: that] they support eBay’s strategic direction and complement our disciplined approach to value creation, profitability and capital allocation.

In the first quarter of 2020, [removed: eBay] [added: we] completed the sale of StubHub to viagogo for $4.05 billion in cash, subject to certain adjustments.

These include, but are not limited to, retailers, distributors, liquidators, import and export companies, auctioneers, catalog and mail-order companies, [removed: classifieds,] directories, search engines, commerce participants (consumer-to-consumer, business-to-consumer and business-to-business), shopping channels and networks.

With [removed: nine] [added: two] additional states adopting Internet sales tax laws in [removed: 2020,] [added: 2021,] some buyers across the U.S. [removed: encounter] [added: encountered] sales tax for the first time on eBay.

To date, [removed: more than 40 states] [added: 45 states, the District of Columbia and Puerto Rico] have [removed: implemented] [added: enacted] Internet sales tax [removed: and digital service tax] legislation.

Additionally, a digital service tax (DST) was implemented in [removed: Italy, India and Turkey] [added: Spain] in [removed: 2020,] [added: 2021,] and we are complying with the legislation.

Tax collection responsibility and the additional costs associated with complex sales and use tax collection, remittance and audit [removed: requirements] [added: requirements, or reporting,] could create additional burdens for buyers and sellers on our websites and mobile platforms.

For more information regarding regulatory risks, see the information in “Item 1A: Risk Factors” under the caption “Our business is subject to extensive government regulation and [removed: oversight”] [added: oversight, which could adversely impact our business”] and “Our business and [removed: its users are] [added: our sellers and buyers may be] subject to [removed: Internet] sales [removed: tax] and [removed: sales reporting and record-keeping obligations.”][added: other tax regimes in various jurisdictions, which may harm our business.”]

For information regarding technology-related risks, see the information in “Item 1A: Risk Factors” under the captions [added: “Our business is subject to online security risks, including security breaches and cyberattacks,”] “Systems failures [removed: or cyberattacks] and resulting interruptions in the availability of or degradation in the performance of our websites, applications, products or services could harm our business” and “Regulation in the areas of privacy and protection of user data could harm our business.”

(“Permira”) for approximately $2.3 billion in cash.

Further, on November 14, 2021, we completed the sale of 80.01% of our ownership stake in eBay Korea LLC to E-mart Inc. (“Emart”) for approximately $3.0 billion of gross cash proceeds subject to certain adjustments.

We derived a majority of GMV in 2021 from the following product categories — parts & accessories, consumer electronics and home & garden.

During 2021, we completed the migration of eBay’s managed payments in all markets, delivering buyers and sellers a simplified end-to-end payments experience.

In 2021, we launched three new products: Promoted Listings Express (a cost-per-acquisition product for auction listings), Promoted Listings Advanced (a cost-per-click product) and External Promoted Listings (an off-platform advertising product).

These new products complement our existing first-party advertising offering, Promoted Listings Standard (a cost-per-acquisition product for fixed-priced listings).

The new unified listing experience offers an intuitive and cohesive design across all platforms — desktop, mobile and app — simplifying the listing flow and enhancing seller benefits.

Using computer vision technology, we launched a tool that allows sellers to scan select trading cards using eBay’s mobile apps to create a listing in less time.

eBay expanded the Promoted Listings offerings to make it easier for sellers to drive velocity.

We also launched personalized tools, such as coded coupons, to support a richer online seller experience.

Coded coupons make it possible for sellers to personalize and distribute offers to their target customers, and 6.2 million unique buyers have made purchases using coded coupons and 69 thousand sellers have made sales with the use of coded coupons since launching in early 2021.

In addition, all Seller Hub users are able to access Terapeak Product Research for free across a number of our markets — U.S., U.K., Germany, Australia, France, Italy, Spain and Canada — providing pricing insights and listing quality reports without any barriers.

In 2021, eBay expanded "Authenticity Guarantee," an independent authentication service, to more luxury categories and more markets.

We now authenticate watches sold over $2,000 in the U.S., the U.K. and Germany; select sneakers sold over $100 in the U.S., U.K., Germany, Australia and Canada; and select handbags sold over $500 in the U.S. Additionally, to meet consumer demand for top products, we expanded our eBay Refurbished offering, a dedicated destination that brings inventory from pre-selected brands and top rated sellers with standardized condition grading.

eBay also invests in product experiences that delight our customers and enhance the buying experience for our enthusiasts.

Our Collection tool allows enthusiasts to view, manage and to track the value of their trading card collection.

eBay has increased the tools available for our Motors enthusiasts by expanding the My Garage feature to Canada, Italy, France and Spain and adding a motorcycle parts finder to the fitment shopping experience.

In the U.S., we added our entire parts and accessories inventory to the eBay Motors app, making it easier to find the most relevant inventory.

In 2021, eBay for Charity matched donations made to Direct Relief and partnered with OXFAM, Make a Wish Foundation, Stop AAPI Hate and The Andy Warhol Foundation.

During 2021, the eBay Foundation granted over $14 million to support historically excluded entrepreneurs and our employee gift-matching program.

The eBay Foundation also increased our employee gift-matching annual cap to $10,000 per employee, per year.

In 2021, eBay committed to invest $25 million in the Clear Vision Impact Fund to bolster small- and medium-sized minority-owned businesses that support historically under-served communities.

Recommerce has been an integral part of eBay’s purpose since the Company was founded in 1995.

As a pioneer of the circular economy, eBay has created a space where people can buy and sell pre-owned goods.

This helps preserve the world’s natural resources and reduces the Company’s carbon footprint by saving on the water and energy typically used in producing new goods and saves them from being sent to landfills.

In our continued efforts to address climate change, we announced an updated carbon reduction goal that has been approved by the Science Based Target initiative: eBay commits to reduce its own (scope 1 and scope 2) emissions 90% by 2030 from a 2019 base year and to reduce value chain (scope 3) emissions from downstream transportation and distribution by 20% in the same timeframe.

We will also be carbon neutral for our scope 1 and 2 emissions by the end of 2021 and each year moving forward.

eBay was ranked in the U.S. Environmental Protection Agency’s Green Power Partnership National Top 100 and Top 30 Tech & Telecom for the second year.

eBay also scored an A- on the CDP Climate Change questionnaire.

“Sellers” include consumer-to-consumer (“C2C”) and business-to-consumer (“B2C”) sellers that have received payment for a transaction on our platforms within the previous 12-month period.

Additionally, we completed the sale of 80.01% of our ownership stake in eBay Korea LLC to E-mart for approximately $3.0 billion of gross cash proceeds, subject to certain adjustments in the fourth quarter of 2021.

Our business will also be required to increase payments reporting requirements for U.S. sellers as a result of federal legislation.

Starting on January 1, 2022, all businesses that process payments are required to issue a Form 1099-K for all sellers who receive $600 or more in sales, a decrease from the previous reporting threshold of $20,000 and 200 transactions.

Form 1099-Ks for the new thresholds will be issued in January 2023.

Legislation requiring increased seller information collection, verification and disclosure for online marketplaces was considered in a number of states and passed into law in Arkansas in 2021.

Federal legislation is also being considered by Congress.

Increased seller mandates could create additional burdens for sellers on our websites and mobile platforms.

The heart of our culture is Our DNA, a framework launched in 2020 to link all employees to our purpose and beliefs.

In 2021, we continued to integrate Our DNA throughout our people programs and processes, including performance management, recruiting and hiring, new employee onboarding and training for individuals and managers.

The company’s Employee Code of Conduct has been rewritten to align to our DNA beliefs language.

We believe that the transaction with Adevinta will close by the end of the first quarter of 2021, subject to receipt of certain regulatory approvals and other customary closing conditions.

Agreement to Transfer eBay Classifieds Group

Together, the total consideration payable under the definitive agreement is valued at approximately $9.2 billion, based on the closing trading price of Adevinta’s outstanding shares on the Oslo Stock Exchange on July 17, 2020.

We believe that the transaction will close by the end of the first quarter of 2021, subject to receipt of certain regulatory approvals and other customary closing conditions.

Please see the information in “Item 1A: Risk Factors” under the caption “The closing of the proposed transfer of our Classifieds business is subject to various risks and uncertainties, may not be completed in accordance with expected plans or on the currently contemplated terms or timeline, or at all, and may not generate the anticipated returns to eBay, and the pending transfer may be disruptive to our Classifieds business.”

eBay’s managed payments has continued to expand and scale globally following the expiration of the PayPal Operating Agreement in July 2020, delivering buyers and sellers a simplified end-to-end payments experience.

Starting with five of our largest markets — the U.S., U.K., Germany, Australia and Canada — we have focused on transitioning business sellers to the new payments platform, and we launched managed payments for consumer sellers in the fourth quarter of 2020.

As a result, as of December 31, 2020 there were over 1 million sellers active in managed payments.

We also announced the first quarter of 2021 expansion plans to France, Italy, and Spain, along with enablement for eBay for Charity sellers in the U.S. and U.K. to leverage the experience.

We continue to be on track to intermediate payments for the majority of our sellers in 2021 and to complete the full roll-out for payments by 2022.

eBay also provides buyers with a “Best Price Guarantee,” which offers buyers in the U.S. 110% of the price difference if they find an item for less on a competitor’s website within 48 hours of making a purchase.

In Australia, Best Price Guarantee beats deals from approved retailers by 5%, and in the U.K., offers price matching.

In 2020, eBay launched "Authenticity Guarantee," our new independent authentication service on all watches sold over $2,000 in the U.S., and expanded the service to the collectible sneakers category, authenticating select sneaker styles and brands on the marketplace.

Additionally, to meet consumer demand for top products, eBay launched a new destination to feature officially “Certified Refurbished” products from top brands.

On the eBay Marketplace platforms, the majority of transactions in the U.S., the U.K., and Germany include free shipping for buyers, and we encourage sellers to offer free returns.

We also work to create confidence in our ability to meet buyers’ delivery and tracking expectations.

In the U.K. and Australia, we launched eBay Virtual Tracking Number to substantially increase package tracking and provide buyers and sellers with ease and confidence.

Seller initiated offers allows sellers to send custom deals directly to buyers, and we launched several new features in this offering and drove $1.25 billion in GMV in 2020.

Additionally, a new collaboration with UPS launched in the U.S., helps provide sellers with more options to support their shipping needs and access to discounted rates, saving them time and money.

We supported seller profitability during the holiday season by working with the carriers on our platform to eliminate peak season shipping surcharges on eBay.

For sellers, eBay also launched new features like “Image Clean-Up,” using computer vision to enable sellers to create cleaner images in their listing and optimize for Google Shopping and “Time Away,” which allows sellers to update their listings and protect their on-time delivery record while they are on vacation and provides buyers with more accurate shipping estimates.

Seller Hub capabilities continue to grow with the launch of several new features such as expanded “Multi-User Account Access” authentication capabilities, real-time competitive pricing, and traffic data and enhancement of our competitive pricing analytics to include the search of item specifics in addition to Terapeak.

During the COVID-19 pandemic, we put specific seller protections in place to support our sellers’ businesses during carrier delays, not penalizing sellers for delayed shipping or canceled orders to protect their seller performance standards.

To accommodate for United States Postal Service (USPS) delays, we protected sellers to ensure they were covered for any shipping defects and delays beyond their control by automatically extending estimated delivery dates as necessary to give buyers more reasonable expectations of when their items will arrive.

We also waited to evaluate any “item not received” cases until after the extended, estimated delivery date.

To help sellers keep positive momentum in their business during the pandemic, we increased the number of monthly, zero insertion fee listings that we provide to most sellers.

We also allowed all eBay Store subscribers to list additional, fixed price listings for free in order to test new inventory that buyers may be searching for in the COVID-19 environment, and we offered monthly, zero insertion fee listings in select categories for sellers enrolled in managed payments.

In 2020, eBay launched new features like Dark Mode to ease the shopping experience and create more accessibility for our customers; “Great Price Signal” to highlight competitively priced items from trusted sellers; and “Secure Local PickUp” to help connect local buyers and sellers, allowing them to receive items quicker and more secure through the use of a QR code.

More than 1,000,000 QR codes have been scanned since Secure Local Pickup’s launch in July.

eBay’s Developer Program launched new APIs for managed payments, Offers to Buyers, eBay for Charity, and more, for developers to help their businesses thrive with eBay.

In 2020, eBay for Charity matched donations made to Feeding America, Direct Relief, and Opportunity Fund, and offered U.S. shoppers the opportunity to buy Gifts That Give Back to support COVID-19 relief efforts.

In 2020, the eBay Foundation granted over $16 million to support small businesses, untapped communities, and COVID-19 relief efforts, and offered an additional $2,500 per employee in matching gifts for a total of up to $5,000 per employee.

We are champions of inclusive commerce and in 2020, born out of the pandemic and an extension of our Retail Revival program, we launched the Up & Running initiative to help more small businesses start and grow online.

Through the program, new eBay sellers received fee discounts and resources to run their business on eBay.

The Up & Running program saw global adaptations in over 25 markets around the world, and expanded efforts with the Up & Running Grants program, which will reward a number of eBay U.S. small business sellers a grant package worth $10,000.

We joined the U.S. EPA’s Green Power Program.

“Sellers” include consumer-to-consumer (“C2C”) and business-to-consumer (“B2C”) businesses and individual sellers on the platform.

In the third quarter of 2020, we entered into a definitive agreement to transfer eBay Classifieds Group to Adevinta; see “Agreement to Transfer eBay Classifieds Group” above for more details.

In the U.K. the government also approved the law to introduce a 2% DST.

In 2020, after engaging with our workforce, customers, and investors, CEO Jamie Iannone introduced “Our DNA”, a framework to link all employees to our purpose, our role in people’s lives, our strategic vision, and our beliefs.

This information is set forth under “Note [removed: 13 –] [added: 12 —] Commitments and Contingencies – Litigation and Other Legal Matters” to the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2020.][added: 2021.]

[removed: ][added: ]

(408) [removed: 376-7008][added: 376-7108]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Common stock] [added: Common stock] | | | [removed: EBAY] [added: EBAY] | | | [removed: The] [added: The] Nasdaq Global Select [removed: Market] [added: Market] | | |

| [removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:] [added: Act: None] | | | | | | | | |

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $35,169,294,304] [added: $46,329,747,291] based on the closing sale price as reported on The Nasdaq Global Select Market.

[removed: 680,445,767] [added: 587,528,915] shares of common stock issued and outstanding as of February [removed: 1, 2021.][added: 21, 2022.]

Part III incorporates information by reference from the definitive proxy statement for the registrant’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders.

For the Fiscal Year Ended December 31, [removed: 2020][added: 2021]

| Item 1. | | | Business | | | [removed: [4](#iba1aac3d771144ebb3914bc7a9ad8d3d_13)] [added: [4](#id0d7a71b05ce452ea9fdb54f3cb359c7_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [11](#iba1aac3d771144ebb3914bc7a9ad8d3d_16)] [added: [11](#id0d7a71b05ce452ea9fdb54f3cb359c7_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [29](#iba1aac3d771144ebb3914bc7a9ad8d3d_19)] [added: [28](#id0d7a71b05ce452ea9fdb54f3cb359c7_19)] | | |

| Item 2. | | | Properties | | | [removed: [29](#iba1aac3d771144ebb3914bc7a9ad8d3d_22)] [added: [28](#id0d7a71b05ce452ea9fdb54f3cb359c7_22)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [29](#iba1aac3d771144ebb3914bc7a9ad8d3d_25)] [added: [28](#id0d7a71b05ce452ea9fdb54f3cb359c7_25)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [29](#iba1aac3d771144ebb3914bc7a9ad8d3d_28)] [added: [28](#id0d7a71b05ce452ea9fdb54f3cb359c7_28)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [30](#iba1aac3d771144ebb3914bc7a9ad8d3d_34)] [added: [29](#id0d7a71b05ce452ea9fdb54f3cb359c7_34)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [34](#iba1aac3d771144ebb3914bc7a9ad8d3d_40)] [added: [31](#id0d7a71b05ce452ea9fdb54f3cb359c7_40)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [53](#iba1aac3d771144ebb3914bc7a9ad8d3d_64)] [added: [49](#id0d7a71b05ce452ea9fdb54f3cb359c7_67)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [55](#iba1aac3d771144ebb3914bc7a9ad8d3d_67)] [added: [52](#id0d7a71b05ce452ea9fdb54f3cb359c7_70)] | | |

| Item 9. | | | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | | | [removed: [55](#iba1aac3d771144ebb3914bc7a9ad8d3d_70)] [added: [52](#id0d7a71b05ce452ea9fdb54f3cb359c7_73)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [55](#iba1aac3d771144ebb3914bc7a9ad8d3d_73)] [added: [52](#id0d7a71b05ce452ea9fdb54f3cb359c7_76)] | | |

| Item 9B. | | | Other Information | | | [removed: [56](#iba1aac3d771144ebb3914bc7a9ad8d3d_76)] [added: [52](#id0d7a71b05ce452ea9fdb54f3cb359c7_79)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [57](#iba1aac3d771144ebb3914bc7a9ad8d3d_82)] [added: [53](#id0d7a71b05ce452ea9fdb54f3cb359c7_85)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [57](#iba1aac3d771144ebb3914bc7a9ad8d3d_85)] [added: [53](#id0d7a71b05ce452ea9fdb54f3cb359c7_88)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [57](#iba1aac3d771144ebb3914bc7a9ad8d3d_88)] [added: [53](#id0d7a71b05ce452ea9fdb54f3cb359c7_91)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [57](#iba1aac3d771144ebb3914bc7a9ad8d3d_91)] [added: [53](#id0d7a71b05ce452ea9fdb54f3cb359c7_94)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [57](#iba1aac3d771144ebb3914bc7a9ad8d3d_94)] [added: [53](#id0d7a71b05ce452ea9fdb54f3cb359c7_97)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedule | | | [removed: [58](#iba1aac3d771144ebb3914bc7a9ad8d3d_97)] [added: [54](#id0d7a71b05ce452ea9fdb54f3cb359c7_100)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [58](#iba1aac3d771144ebb3914bc7a9ad8d3d_97)] [added: [54](#id0d7a71b05ce452ea9fdb54f3cb359c7_100)] | | |

*This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans or intentions (such as those relating to future business, future results of operations or financial condition, including with respect to the ongoing effects of COVID-19, new or planned features or services, or management [removed: strategies including our strategic review).][added: strategies).]

| Item 6. | | | \[Reserved\] | | | [30](#id0d7a71b05ce452ea9fdb54f3cb359c7_2521) | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | | | [52](#id0d7a71b05ce452ea9fdb54f3cb359c7_2511) | | |

| 6.00% Notes due 2056 | | | EBAYL | | | The Nasdaq Global Select Market | | |

| None | | | | | | | | |

| Item 6. | | | Selected Financial Data | | | [32](#iba1aac3d771144ebb3914bc7a9ad8d3d_37) | | |

We own and lease various properties in the U.S. and [removed: 24] [added: 23] other countries around the world.

We use the properties for executive and administrative offices, data centers, product development [removed: offices, fulfillment centers] [added: offices] and customer service offices.

[removed: As] [added: The following table presents the aggregate square footage] of [removed: December 31, 2020,] our owned and leased properties [removed: provided us with aggregate square footage] for our continuing operations as [removed: follows] [added: of December 31, 2021] (in millions):

| Leased facilities | | | 0.8 | | | | | | 1.0 | | | | | | 1.8 | | |

| Total facilities | | | 2.1 | | | | | | 1.0 | | | | | | 3.1 | | |

| Leased facilities | | | 0.7 | | | | | | 3.4 | | | | | | 4.1 | | |

| Total facilities | | | 2.0 | | | | | | 3.4 | | | | | | 5.4 | | |

As of February [removed: 1, 2021,] [added: 21, 2022,] there were approximately [removed: 3,411] [added: 3,393] holders of record of our common stock, although we believe that there are a significantly larger number of beneficial owners of our common stock.

The company paid a total of [removed: $447] [added: $466] million and [removed: $473] [added: $447] million in cash dividends during the years ended December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019,] [added: 2020,] respectively.

In February [removed: 2021,] [added: 2022,] we declared a quarterly cash dividend of [removed: $0.18] [added: $0.22] per share of common stock to be paid on March [removed: 19, 2021] [added: 18, 2022] to stockholders of record as of March [removed: 1, 2021.][added: 10, 2022.]

The graph below shows the cumulative total stockholder return of an investment of $100 (and the reinvestment of any dividends thereafter) on December 31, [removed: 2015] [added: 2016] (the last trading day for the year ended December 31, [removed: 2015)] [added: 2016)] in (i) our common stock, (ii) the Nasdaq Composite Index, (iii) the S&P 500 Index and (iv) the S&P 500 Information Technology Index.

[removed: ][added: ]

[removed: Stock] [added: The following table presents stock] repurchase activity during the three months ended December 31, [removed: 2020 was as follows:][added: 2021:]

| Period Ended | | | | | | Total Number of Shares Purchased | | | | | | Average Price [removed: Paid per] [added: Paid per] Share [removed: (2)] [added: (3)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs | | | | | | Maximum [removed: Dollar Value] [added: Dollar Value] that May [removed: Yet be] [added: Yet be] Purchased [removed: Under the] [added: Under the] Programs [removed: (1)] [added: (2)] | | |

[removed: (1)In] [added: (2)In] January [removed: 2019] [added: 2020] our Board authorized [removed: a] [added: an additional $5 billion stock repurchase program, in February 2021 our Board authorized an additional] $4.0 billion stock repurchase program and in [removed: January 2020] [added: August 2021] our Board authorized an additional [removed: $5] [added: $3.0] billion stock repurchase program.

During the three months ended December 31, [removed: 2020,] [added: 2021,] we [added: (i) entered into the 2021 ASR Agreements and paid an aggregate amount of $2.5 billion to the 2021 ASR Counterparties and (ii) additionally] repurchased approximately [removed: $419] [added: $500] million of our common stock under our stock repurchase [removed: program.][added: programs.]

As of December 31, [removed: 2020,] [added: 2021,] a total of approximately $2.0 billion remained available for future repurchases of our common stock under our stock repurchase program.

[removed: During] [added: In] February [removed: 2021,] [added: 2022] our Board authorized an additional $4.0 billion stock repurchase [removed: program, with no expiration from the date of authorization.][added: program.]

[removed: (2)Excludes] [added: (3)Excludes] broker commissions.

| October 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Open market purchases | | | | | | 6,703,900 | | | | | | $ | 74.58 | | | | | 6,703,900 | | | | | | $ | 4,491,176,019 | |

| Accelerated share repurchase | | | | | | 29,346,774 | | | (1) | | | $ | — | | (1) | | | 29,346,774 | | | | | | $ | 1,991,176,019 | |

| November 30, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Open market purchases | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,991,176,019 | |

| December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Accelerated share repurchase | | | | | | 3,326,883 | | | (1) | | | $ | — | | (1) | | | 3,326,883 | | | | | | $ | 1,991,176,019 | |

| | | | | | | 39,377,557 | | | | | | | | | | | | 39,377,557 | | | | | | | | |

(1)In October 2021, we entered into accelerated share repurchase agreements (the “2021 ASR Agreements”) with two financial institutions (each, a “2021 ASR Counterparty”), as part of our share repurchase program.

Under the 2021 ASR Agreements, we paid an aggregate amount of $2.5 billion to the 2021 ASR Counterparties and received an initial delivery of approximately 29.3 million shares of our common stock.

In December 2021, the 2021 ASR Agreement with one of the 2021 ASR Counterparties settled and resulted in a delivery of approximately 3.4 million additional shares of our common stock.

In January 2022, the 2021 ASR Agreement with the remaining 2021 ASR Counterparty settled and resulted in a delivery of approximately 3.3 million additional shares.

In total under the 2021 ASR Repurchase Agreements, approximately 36.0 million shares were repurchased at an average price per share of $69.43.

| October 31, 2020 | | | | | | 250,675 | | | | | | $ | 47.63 | | | | | 250,675 | | | | | | $ | 2,440,568,444 | |

| November 30, 2020 | | | | | | 4,216,131 | | | | | | $ | 48.67 | | | | | 4,216,131 | | | | | | $ | 2,235,384,642 | |

| December 31, 2020 | | | | | | 4,014,404 | | | | | | $ | 50.41 | | | | | 4,014,404 | | | | | | $ | 2,033,023,506 | |

| | | | | | | 8,481,210 | | | | | | | | | | | | 8,481,210 | | | | | | | | |

The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Annual Report on Form 10-K.

The consolidated statement of income data for the years ended December 31, 2020, 2019 and 2018 are derived from our audited consolidated financial statements.

The consolidated statement of income data for the years ended December 31, 2017 and 2016 have been adjusted for discontinued operations.

The consolidated balance sheet data as of December 31, 2020 and 2019 are derived from our audited consolidated financial statements.

The consolidated balance sheet data as of December 31, 2018, 2017 and 2016 have been adjusted for discontinued operations.

The consolidated balance sheet data as of December 31, 2017 and 2016 has been adjusted for the adoption of the ASC 606, *Revenue from Contracts with Customers* (ASC 606).

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 (5) | | | | | | 2017 (4)(6) | | | | | | 2016 (4)(7) | | |

| | | | (In millions, except per share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated Statement of Income Data: (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | $ | 10,271 | | | | | $ | 8,636 | | | | | $ | 8,650 | | | | | $ | 8,009 | | | | | $ | 7,568 | |

| Gross profit | | | 7,798 | | | | | | 6,500 | | | | | | 6,627 | | | | | | 6,156 | | | | | | 5,883 | | |

| Income from operations | | | 2,711 | | | | | | 1,861 | | | | | | 1,752 | | | | | | 1,852 | | | | | | 1,960 | | |

| Income from continuing operations before income taxes | | | 3,420 | | | | | | 1,749 | | | | | | 2,249 | | | | | | 1,864 | | | | | | 3,290 | | |

| Income (loss) from continuing operations | | | 2,542 | | | | | | 1,516 | | | | | | 2,128 | | | | | | (1,997) | | | | | | 7,056 | | |

| Income (loss) per share from continuing operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 3.58 | | | | | $ | 1.79 | | | | | $ | 2.17 | | | | | $ | (1.88) | | | | | $ | 6.23 | |

| Diluted | | | $ | 3.54 | | | | | $ | 1.77 | | | | | $ | 2.15 | | | | | $ | (1.88) | | | | | $ | 6.17 | |

| Weighted average shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 710 | | | | | | 849 | | | | | | 980 | | | | | | 1,064 | | | | | | 1,133 | | |

| Diluted | | | 718 | | | | | | 856 | | | | | | 991 | | | | | | 1,064 | | | | | | 1,144 | | |

| | | | As of December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 (5) | | | | | | 2017 (4) (6) | | | | | | 2016 (4) (7) | | |

| | | | (In millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated Balance Sheet Data: (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 1,428 | | | | | $ | 901 | | | | | $ | 2,067 | | | | | $ | 1,964 | | | | | $ | 1,775 | |

| Short-term investments | | | 2,398 | | | | | | 1,850 | | | | | | 2,713 | | | | | | 3,743 | | | | | | 5,333 | | |

| Long-term investments | | | 833 | | | | | | 1,275 | | | | | | 3,747 | | | | | | 6,299 | | | | | | 3,945 | | |

| Working capital - continuing operations | | | 2,452 | | | | | | 726 | | | | | | 2,683 | | | | | | 4,226 | | | | | | 5,152 | | |

| Working capital - held for sale | | | 9 | | | | | | 32 | | | | | | 52 | | | | | | 43 | | | | | | 31 | | |

| Working capital - discontinued operations | | | — | | | | | | (118) | | | | | | (63) | | | | | | (84) | | | | | | (173) | | |

| Working capital total (2)(3) | | | 2,461 | | | | | | 640 | | | | | | 2,672 | | | | | | 4,185 | | | | | | 5,010 | | |

| Total assets - continuing operations | | | 18,122 | | | | | | 16,654 | | | | | | 21,086 | | | | | | 24,072 | | | | | | 22,941 | | |

| Total assets - held for sale | | | 1,188 | | | | | | 1,073 | | | | | | 1,204 | | | | | | 1,372 | | | | | | 519 | | |

| Total assets - discontinued operations | | | — | | | | | | 447 | | | | | | 529 | | | | | | 542 | | | | | | 391 | | |

| Total assets | | | 19,310 | | | | | | 18,174 | | | | | | 22,819 | | | | | | 25,986 | | | | | | 23,851 | | |

| Short-term debt | | | 18 | | | | | | 1,020 | | | | | | 1,546 | | | | | | 781 | | | | | | 1,451 | | |

| Long-term debt | | | 7,745 | | | | | | 6,738 | | | | | | 7,685 | | | | | | 9,234 | | | | | | 7,509 | | |

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.

eBay Inc.

CONSOLIDATED BALANCE SHEET

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | |

| | | | (In millions, except par value) | | | | | | | | |

| ASSETS | | | | | | | | | | | |

| Current assets: | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 1,428 | | | | | $ | 901 | |

| Short-term investments | | | 2,398 | | | | | | 1,850 | | |

| Accounts receivable, net of allowance for doubtful accounts of $97 and $82 | | | 412 | | | | | | 555 | | |

| Other current assets | | | 1,764 | | | | | | 1,064 | | |

| Current assets held for sale | | | 1,188 | | | | | | 195 | | |

| Current assets of discontinued operations | | | — | | | | | | 141 | | |

| Total current assets | | | 7,190 | | | | | | 4,706 | | |

| Long-term investments | | | 833 | | | | | | 1,275 | | |

| Property and equipment, net | | | 1,358 | | | | | | 1,460 | | |

| Goodwill | | | 4,675 | | | | | | 4,533 | | |

| Intangible assets, net | | | 12 | | | | | | 39 | | |

| Operating lease right-of-use assets | | | 509 | | | | | | 583 | | |

| Deferred tax assets | | | 3,537 | | | | | | 3,980 | | |

| Warrant asset | | | 1,051 | | | | | | 281 | | |

| Other assets | | | 145 | | | | | | 133 | | |

| Long-term assets held for sale | | | — | | | | | | 878 | | |

| Long-term assets of discontinued operations | | | — | | | | | | 306 | | |

| Total assets | | | $ | 19,310 | | | | | $ | 18,174 | |

| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | |

| Current liabilities: | | | | | | | | | | | |

| Short-term debt | | | $ | 18 | | | | | $ | 1,020 | |

| Accounts payable | | | 332 | | | | | | 229 | | |

| Accrued expenses and other current liabilities | | | 2,910 | | | | | | 2,097 | | |

| Deferred revenue | | | 110 | | | | | | 129 | | |

| Income taxes payable | | | 180 | | | | | | 169 | | |

| Current liabilities held for sale | | | 452 | | | | | | 163 | | |

| Current liabilities of discontinued operations | | | — | | | | | | 259 | | |

| Total current liabilities | | | 4,002 | | | | | | 4,066 | | |

| Operating lease liabilities | | | 380 | | | | | | 461 | | |

| Deferred tax liabilities | | | 2,359 | | | | | | 2,355 | | |

| Long-term debt | | | 7,745 | | | | | | 6,738 | | |

*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, as amended, 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 our disclosure controls and procedures were effective as of December 31, [removed: 2020.][added: 2021.]

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, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item [removed: 15(a)] [added: 15(a)1] of this Annual Report on Form 10-K.

PART III

Not applicable.

PART III

Incorporated by reference from our Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2020.][added: 2021.]

We have also adopted *Governance Guidelines for the Board of Directors* and a written committee charter for each of our Audit Committee, Compensation [added: and Human Capital] Committee and Corporate Governance and Nominating Committee.

Incorporated by reference from our Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2020.][added: 2021.]

Incorporated by reference from our Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2020.][added: 2021.]

Incorporated by reference from our Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2020.][added: 2021.]

Incorporated by reference from our Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2020.][added: 2021.]

[removed: (a) The] [added: a.The] following documents are filed as part of this report:

| [removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm] [added: Firm (PCAOB ID 238)] | | | [removed: [59](#iba1aac3d771144ebb3914bc7a9ad8d3d_100)] [added: [55](#id0d7a71b05ce452ea9fdb54f3cb359c7_103)] | | |

| [removed: Consolidated] [added: Consolidated] Balance [removed: Sheet] [added: Sheet] | | | [removed: [61](#iba1aac3d771144ebb3914bc7a9ad8d3d_103)] [added: [57](#id0d7a71b05ce452ea9fdb54f3cb359c7_106)] | | |

| [removed: Consolidated] [added: Consolidated] Statement of [removed: Income] [added: Income] | | | [removed: [62](#iba1aac3d771144ebb3914bc7a9ad8d3d_109)] [added: [58](#id0d7a71b05ce452ea9fdb54f3cb359c7_112)] | | |

| [removed: Consolidated] [added: Consolidated] Statement of Comprehensive [removed: Income] [added: Income] | | | [removed: [63](#iba1aac3d771144ebb3914bc7a9ad8d3d_112)] [added: [59](#id0d7a71b05ce452ea9fdb54f3cb359c7_115)] | | |

| [removed: Consolidated] [added: Consolidated] Statement of Stockholders’ [removed: Equity] [added: Equity] | | | [removed: [64](#iba1aac3d771144ebb3914bc7a9ad8d3d_115)] [added: [60](#id0d7a71b05ce452ea9fdb54f3cb359c7_118)] | | |

| [removed: Consolidated] [added: Consolidated] Statement of Cash [removed: Flows] [added: Flows] | | | [removed: [65](#iba1aac3d771144ebb3914bc7a9ad8d3d_118)] [added: [61](#id0d7a71b05ce452ea9fdb54f3cb359c7_121)] | | |

| [removed: Notes] [added: Notes] to Consolidated Financial [removed: Statements] [added: Statements] | | | [removed: [67](#iba1aac3d771144ebb3914bc7a9ad8d3d_121)] [added: [63](#id0d7a71b05ce452ea9fdb54f3cb359c7_124)] | | |

| [removed: Schedule] [added: Schedule] II - Valuation and Qualifying [removed: Accounts] [added: Accounts] | | | [removed: [107](#iba1aac3d771144ebb3914bc7a9ad8d3d_211)] [added: [115](#id0d7a71b05ce452ea9fdb54f3cb359c7_220)] | | |

[removed: | The] [added: b.The] information required by this Item is set forth in the Index to Exhibits that precedes the signature page of this Annual Report. [removed: | | | [108](#iba1aac3d771144ebb3914bc7a9ad8d3d_214) | | |]

| The information required by this Item is set forth in the Index to Exhibits that precedes the signature page of this Annual Report. | | | [116](#id0d7a71b05ce452ea9fdb54f3cb359c7_223) | | |

c.Financial Statement Schedule and Separate Financial Statements of Subsidiaries Not Consolidated and

Fifty Percent or Less Owned Persons

Adevinta was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the fiscal year ended December 30, 2021.

As such, financial statements of Adevinta are required to be filed by amendment to this Annual Report on Form 10-K within six months of Adevinta’s fiscal year end.

Accordingly, Adevinta’s financial statements for its fiscal year ended December 31, 2021 will be filed via an amendment to this Annual Report on Form 10-K on or before June 30, 2022.

| | | | | | |

We have audited the accompanying consolidated balance [removed: sheets] [added: sheet] of eBay Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] appearing under Item [removed: 15(a)(2) (collectively referred to as the “consolidated financial statements”).][added: 15a.2.]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: *Income Taxes*][added: Income taxes]

As described in Notes 1 and [removed: 16] [added: 15] to the consolidated financial statements, significant judgment is required in determining the Company’s tax expense and in evaluating management’s tax positions, [removed: relating to] [added: including] evaluating uncertainties and the complexity of taxes on foreign earnings.

The deferred tax benefit [removed: may,] [added: may] from time to [removed: time,] [added: time] change based on changes in tax rates.

The total [removed: provision for] income [removed: taxes] [added: tax provision] for the year ended December 31, [removed: 2020] [added: 2021] was [removed: $878 million,] [added: $146 million] and [removed: the effective] [added: gross amounts of unrecognized] tax [removed: rate was 25.7%.][added: benefits were $461 million as of December 31, 2021.]

The principal considerations for our determination that performing procedures relating to income taxes [added: - unrecognized tax benefits and taxes on foreign earnings] is a critical audit matter are the significant judgment [removed: applied] by management when [removed: determining the tax expense and in] evaluating [removed: management’s] tax positions relating to [removed: uncertain] [added: unrecognized] tax [removed: positions] [added: benefits] and taxes on foreign earnings, which in turn led to a high degree of auditor judgment, effort, and subjectivity in performing audit procedures and evaluating audit evidence relating to [removed: income taxes.][added: unrecognized tax benefits and taxes on foreign earnings.]

These procedures included testing the effectiveness of controls relating to income taxes, including controls over [removed: uncertain] [added: unrecognized] tax [removed: positions] [added: benefits] and [removed: the provision for income taxes.][added: taxes on foreign earnings.]

These procedures also included, among others, evaluating tax positions taken by management, including evaluating the reasonableness of management’s determination of the probability of sustaining the position under tax [removed: examination,] [added: examination and identification of changes to tax positions,] evaluating communications with the relevant tax authorities, testing applicable tax rates applied by management, and evaluating the impact of taxes on foreign [removed: earnings.][added: earnings, including the calculation of U.S. minimum taxes on foreign earnings and the deferred tax benefit derived from the amortization of the Company’s intellectual property.]

(collectively referred to as the “consolidated financial statements”).

*Income Taxes – Unrecognized Tax Benefits and Taxes on Foreign Earnings*

Tax positions are evaluated for potential reserves for uncertainty based on the estimated probability of sustaining the position under examination.

The audit effort also involved the use of professionals with specialized skill and knowledge.

Professionals with specialized skill and knowledge were used to assist in testing the calculation of taxes on foreign earnings.

February 24, 2022

eBay Inc.

CONSOLIDATED BALANCE SHEET

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | |

| | | | (In millions, except par value) | | | | | | | | |

| ASSETS | | | | | | | | | | | |

| Current assets: | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 1,379 | | | | | $ | 1,101 | |

| Short-term investments | | | 5,944 | | | | | | 2,392 | | |

| | | | | | | | | | | | |

| Accounts receivable, net of allowance for doubtful accounts of $42 and $97 | | | 98 | | | | | | 362 | | |

| Customer accounts and funds receivable | | | 681 | | | | | | 290 | | |

| Other current assets | | | 1,009 | | | | | | 780 | | |

| | | | | | | | | | | | |

| Current assets of discontinued operations | | | — | | | | | | 2,265 | | |

| Total current assets | | | 9,111 | | | | | | 7,190 | | |

| Long-term investments | | | 2,575 | | | | | | 833 | | |

| Property and equipment, net | | | 1,236 | | | | | | 1,292 | | |

| Goodwill | | | 4,178 | | | | | | 4,285 | | |

| Intangible assets, net | | | 8 | | | | | | 12 | | |

| Operating lease right-of-use assets | | | 289 | | | | | | 430 | | |

| Deferred tax assets | | | 3,255 | | | | | | 3,537 | | |

| Equity investment in Adevinta | | | 5,391 | | | | | | — | | |

| Warrant asset | | | 444 | | | | | | 1,051 | | |

| Other assets | | | 139 | | | | | | 131 | | |

| | | | | | | | | | | | |

| Long-term assets of discontinued operations | | | — | | | | | | 549 | | |

| Total assets | | | $ | 26,626 | | | | | $ | 19,310 | |

| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | |

| Current liabilities: | | | | | | | | | | | |

| Short-term debt | | | $ | 1,355 | | | | | $ | 6 | |

| Accounts payable | | | 262 | | | | | | 278 | | |

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

February 4, 2021

PART II: FINANCIAL INFORMATION