Item 16. FORM 10-K SUMMARY

None.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of eBay Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of eBay Inc. and its subsidiaries (the “Company”) as of December 31, 2021 and 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, 2021, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2021 appearing under Item 15a.2. (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 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, 2021 and 2020**,** and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s annual report on internal control over financial reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Income Taxes – Unrecognized Tax Benefits and Taxes on Foreign Earnings

As described in Notes 1 and 15 to the consolidated financial statements, significant judgment is required in determining the Company’s tax expense and in evaluating management’s tax positions, including evaluating uncertainties and the complexity of taxes on foreign earnings. As disclosed by management, the Company’s income tax rate is affected by the tax rates that apply to their foreign earnings including U.S. minimum taxes on foreign earnings. The deferred tax benefit derived from the amortization of the Company’s intellectual property is based on the fair value, which has been agreed with foreign tax authorities. The deferred tax benefit may from time to time change based on changes in tax rates. Management recognizes and measures uncertain tax positions in accordance with generally accepted accounting principles in the U.S., or GAAP, pursuant to which management only recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Tax positions are evaluated for potential reserves for uncertainty based on the estimated probability of sustaining the position under examination. The total income tax provision for the year ended December 31, 2021 was $146 million and gross amounts of unrecognized tax benefits were $461 million as of December 31, 2021.

The principal considerations for our determination that performing procedures relating to income taxes - unrecognized tax benefits and taxes on foreign earnings is a critical audit matter are the significant judgment by management when evaluating tax positions relating to unrecognized tax 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 unrecognized tax benefits and taxes on foreign earnings. The audit effort also involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to income taxes, including controls over unrecognized tax benefits and 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 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 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. Professionals with specialized skill and knowledge were used to assist in testing the calculation of taxes on foreign earnings.

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 24, 2022

We have served as the Company’s auditor since 1997.

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
Customer accounts and funds payable			707						379
Accrued expenses and other current liabilities			1,848						1,767
Deferred revenue			79						98
Income taxes payable			371						167
Current liabilities of discontinued operations			—						1,307
Total current liabilities			4,622						4,002
Operating lease liabilities			200						316
Deferred tax liabilities			3,116						2,368
Long-term debt			7,727						7,740
Other liabilities			1,183						1,260
Long-term liabilities of discontinued operations			—						63
Total liabilities			16,848						15,749
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.001 par value; 3,580 shares authorized; 594 and 684 shares outstanding			2						2
Additional paid-in capital			16,659						16,497
Treasury stock at cost, 1,121 and 1,021 shares			(43,371)						(36,515)
Retained earnings			36,090						22,961
Accumulated other comprehensive income			398						616
Total stockholders’ equity			9,778						3,561
Total liabilities and stockholders’ equity			$	26,626					$	19,310

The accompanying notes are an integral part of these consolidated financial statements.

eBay Inc.

CONSOLIDATED STATEMENT OF INCOME

			Year Ended December 31,
			2021						2020						2019
			(In millions, except per share amounts)
Net revenues			$	10,420					$	8,894					$	7,429
Cost of net revenues			2,650						1,797						1,585
Gross profit			7,770						7,097						5,844
Operating expenses:
Sales and marketing			2,170						2,091						1,866
Product development			1,325						1,028						930
General and administrative			921						985						988
Provision for transaction losses			422						330						262
Amortization of acquired intangible assets			9						27						28
Total operating expenses			4,847						4,461						4,074
Income from operations			2,923						2,636						1,770
Gain (loss) on equity investments and warrant, net			(2,365)						1,007						133
Interest and other, net			(160)						(298)						(251)
Income from continuing operations before income taxes			398						3,345						1,652
Income tax provision			(146)						(858)						(219)
Income from continuing operations			$	252					$	2,487					$	1,433
Income from discontinued operations, net of income taxes			13,356						3,180						353
Net income			$	13,608					$	5,667					$	1,786
Income per share - basic:
Continuing operations			$	0.39					$	3.50					$	1.69
Discontinued operations			20.48						4.48						0.41
Net income per share - basic			$	20.87					$	7.98					$	2.10
Income per share - diluted:
Continuing operations			$	0.38					$	3.46					$	1.68
Discontinued operations			20.16						4.43						0.41
Net income per share - diluted			$	20.54					$	7.89					$	2.09
Weighted average shares:
Basic			652						710						849
Diluted			663						718						856

The accompanying notes are an integral part of these consolidated financial statements.

eBay Inc.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

			Year Ended December 31,
			2021						2020						2019
			(In millions)
Net income			$	13,608					$	5,667					$	1,786
Other comprehensive income (loss), net of reclassification adjustments:
Foreign currency translation adjustment			(326)						291						(99)
Unrealized gains (losses) on investments, net			(12)						—						61
Tax benefit (expense) on unrealized gains (losses) on investments, net			3						—						(16)
Unrealized gains (losses) on hedging activities, net			150						(76)						(77)
Tax benefit (expense) on unrealized gains (losses) on hedging activities, net			(33)						17						17
Other comprehensive income (loss), net of tax			(218)						232						(114)
Comprehensive income			$	13,390					$	5,899					$	1,672

The accompanying notes are an integral part of these consolidated financial statements.

eBay Inc.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

			Year Ended December 31,
			2021						2020						2019
			(In millions)
Common stock:
Balance, beginning of year			$	2					$	2					$	2
Common stock issued			—						—						—
Common stock repurchased			—						—						—
Balance, end of year			2						2						2
Additional paid-in-capital:
Balance, beginning of year			16,497						16,126						15,716
Common stock and stock-based awards issued			93						89						104
Tax withholdings related to net share settlements of restricted stock awards and units			(236)						(175)						(202)
Stock-based compensation			497						463						505
Forward contract for share repurchase			(188)						—						—
Other			(4)						(6)						3
Balance, end of year			16,659						16,497						16,126
Treasury stock at cost:
Balance, beginning of year			(36,515)						(31,396)						(26,394)
Common stock repurchased			(6,856)						(5,119)						(5,002)
Balance, end of year			(43,371)						(36,515)						(31,396)
Retained earnings:
Balance, beginning of year			22,961						17,754						16,459
Net income			13,608						5,667						1,786
Dividends and dividend equivalents declared			(479)						(460)						(491)
Balance, end of year			36,090						22,961						17,754
Accumulated other comprehensive income:
Balance, beginning of year			616						384						498
Change in unrealized gains (losses) on investments			(12)						—						61
Change in unrealized gains (losses) on derivative instruments			150						(76)						(77)
Foreign currency translation adjustment			(326)						291						(99)
Tax benefit (provision) on above items			(30)						17						1
Balance, end of year			398						616						384
Total stockholders’ equity			$	9,778					$	3,561					$	2,870
Number of shares:
Common stock - shares outstanding:
Balance, beginning of year			684						796						915
Common stock issued			10						12						15
Common stock repurchased			(100)						(124)						(134)
Balance, end of year			594						684						796
Dividends and dividend equivalents declared per share or restricted stock unit			$	0.72					$	0.64					$	0.56

The accompanying notes are an integral part of these consolidated financial statements.

eBay Inc.

CONSOLIDATED STATEMENT OF CASH FLOWS

			Year Ended December 31,
			2021						2020						2019
			(In millions)
Cash flows from operating activities:
Net income			$	13,608					$	5,667					$	1,786
(Income) loss from discontinued operations, net of income taxes			(13,356)						(3,180)						(353)
Adjustments:
Provision for transaction losses			422						330						262
Depreciation and amortization			502						583						600
Stock-based compensation			477						417						415
(Gain) loss on investments, net			(143)						2						—
(Gain) loss on sale of business			—						—						52
Deferred income taxes			(680)						414						7
Change in fair value of warrant			(357)						(770)						(133)
Change in fair value of equity investment in Adevinta			3,070						—						—
Gain on equity investment in KakaoBank			(486)						(239)						—
Loss on impairment of equity investment in Paytm Mall			160						—						—
(Gain) loss on extinguishment of debt			10						—						—
Changes in assets and liabilities, net of acquisition effects
Accounts receivable			195						31						(93)
Other current assets			41						(677)						91
Other non-current assets			188						141						190
Accounts payable			9						69						(11)
Accrued expenses and other liabilities			(535)						209						(306)
Deferred revenue			(17)						(20)						(1)
Income taxes payable and other tax liabilities			(15)						27						(90)
Net cash provided by continuing operating activities			3,093						3,004						2,416
Net cash provided by (used in) discontinued operating activities			(436)						(585)						698
Net cash provided by operating activities			2,657						2,419						3,114
Cash flows from investing activities:
Purchases of property and equipment			(444)						(463)						(508)
Purchases of investments			(22,161)						(32,887)						(46,966)
Maturities and sales of investments			18,884						33,129						50,548
Proceeds from sale of shares in Adevinta			2,325						—						—
Settlement of foreign exchange derivative instruments in equity investments			85						—						—
Exercise of options under warrant			(110)						—						—
Equity investment in Paytm Mall			—						—						(160)
Other			4						42						(14)
Net cash provided by (used in) continuing investing activities			(1,417)						(179)						2,900
Net cash provided by (used in) discontinued investing activities			5,080						3,973						(113)
Net cash provided by investing activities			3,663						3,794						2,787
Cash flows from financing activities:
Proceeds from issuance of common stock			93						90						106
Repurchases of common stock			(7,055)						(5,137)						(4,973)
Payments for taxes related to net share settlements of restricted stock units and awards			(236)						(175)						(202)
Payments for dividends			(466)						(447)						(473)
Proceeds from issuance of long-term debt, net			2,478						1,765						—
Repayment of debt			(1,156)						(1,771)						(1,550)
Net funds receivable and payable activity			(208)						—						—
Other			(7)						(5)						5
Net cash (used in) continuing financing activities			(6,557)						(5,680)						(7,087)

			Year Ended December 31,
			2021						2020						2019
			(In millions)
Net cash provided by (used in) discontinued financing activities			25						(12)						(4)
Net cash (used in) financing activities			(6,532)						(5,692)						(7,091)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			24						77						(33)
Net increase (decrease) in cash, cash equivalents and restricted cash			(188)						598						(1,223)
Cash, cash equivalents and restricted cash at beginning of period			1,594						996						2,219
Cash, cash equivalents and restricted cash at end of period			$	1,406					$	1,594					$	996
Less: Cash, cash equivalents and restricted cash of discontinued operations			—						356						337
Cash, cash equivalents and restricted cash of continuing operations at end of period			$	1,406					$	1,238					$	659
Supplemental cash flow disclosures of continuing operations:
Cash paid for:
Interest			$	253					$	271					$	304
Income taxes			$	929					$	493					$	249
Noncash investing activities:
Equity investment in Adevinta			$	10,776					$	—					$	—
Equity investment in Gmarket			$	728					$	—					$	—

The accompanying notes are an integral part of these consolidated financial statements.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — The Company and Summary of Significant Accounting Policies

The Company

eBay Inc. is a global commerce leader, which includes our Marketplace platforms. Founded in 1995 in San Jose, California, eBay is one of the world’s largest and most vibrant marketplaces for discovering great value and unique selection. Collectively, we connect millions of buyers and sellers around the world, empowering people and creating opportunity for all. Our technologies and services are designed to give buyers choice and a breadth of relevant inventory and to enable sellers worldwide to organize and offer their inventory for sale, virtually anytime and anywhere.

When we refer to “we,” “our,” “us,” the “Company” or “eBay” in this Annual Report on Form 10-K, we mean the current Delaware corporation (eBay Inc.) and its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.

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 on the net investment hedge settled in the fourth quarter of 2021, as well as 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. Our equity investment in Gmarket was valued at $728 million as of the transaction close date.

We have classified the related assets and liabilities associated with our eBay Korea business as discontinued operations in our consolidated balance sheet. The results of our eBay Korea business have been presented as discontinued operations in our consolidated statement of income for all periods presented through November 14, 2021 as the transfer represented a strategic shift in our business that had a major effect on our operations and financial results. See “Note 3 — Discontinued Operations” for additional information.

On June 24, 2021, we completed the previously announced transfer of our Classifieds business to Adevinta ASA (“Adevinta”) for $2.5 billion in cash, subject to certain adjustments, and approximately 540 million shares in Adevinta which represent an equity interest of 44%, comprised of approximately 33% of voting shares and 11% of non-voting shares. Together, the total consideration received under the definitive agreement was valued at approximately $13.3 billion, based on the closing trading price of Adevinta’s outstanding shares on the Oslo Stock Exchange on June 24, 2021. The equity interest received is accounted for under the fair value option. Our equity investment in Adevinta was valued at $10.8 billion as of the transaction close date.

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 total cash consideration of approximately $2.3 billion. At the close of the sale inclusive of the option exercised, our ownership in Adevinta was reduced to 33%. The sale resulted in a pre-tax gain of $9 million which included an $88 million gain recognized on the sale of the shares offset by a $79 million loss from the change in fair value of the shares sold through the date of sale, and resulted in no additional income tax. Following the sale in November 2021, our equity investment in Adevinta is presented in the long-term assets section on the consolidated balance sheet to reflect our contractual requirement to retain at least 25% of the total number of issued and outstanding equity securities of Adevinta until October 14, 2023.

We have classified the related assets and liabilities associated with our Classifieds business as discontinued operations in our consolidated balance sheet. The results of our Classifieds business have been presented as discontinued operations in our consolidated statement of income for all periods presented through June 24, 2021 as

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the transfer represented a strategic shift in our business that had a major effect on our operations and financial results. See “Note 3 — Discontinued Operations” for additional information.

On November 24, 2019, we entered into a stock purchase agreement with an affiliate of viagogo to sell our StubHub business. The sale of our StubHub business was completed on February 13, 2020. Beginning in the first quarter of 2020, StubHub’s financial results for periods prior to the sale have been reflected in our consolidated statement of income as discontinued operations. Additionally, the related assets and liabilities associated with the discontinued operations in the prior periods are classified as discontinued operations in our consolidated balance sheet. See “Note 3 — Discontinued Operations” for additional information.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to provisions for transaction losses, legal contingencies, income taxes, revenue recognition, stock-based compensation, investments, goodwill and the recoverability of intangible assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates.

Principles of Consolidation and Basis of Presentation

The accompanying financial statements are consolidated and include the financial statements of eBay Inc., our wholly and majority-owned subsidiaries and variable interest entities (“VIE”) where we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Minority interests are recorded as a noncontrolling interest. A qualitative approach is applied to assess the consolidation requirement for VIEs. Generally, investments in entities where we hold at least a 20% ownership interest and have the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting, including those in which the fair value option has been elected. For equity method investments, our share of the investees’ results of operations is included in gain (loss) on equity investments and warrant, net and this investment balance is included in long-term investments. For equity investments under the fair value option, the change in fair value of the investment is included in gain (loss) on equity investments and warrant, net and this investment balance is included in long-term investments. Investments in entities where we hold less than a 20% ownership interest are generally accounted for as equity investments to be measured at fair value or, under an election, at cost if it does not have readily determinable fair value, in which case the carrying value would be adjusted upon the occurrence of an observable price change in an orderly transaction for identical or similar instruments or impairment.

Significant Accounting Policies

Revenue recognition

We recognize revenue when we transfer control of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue is recognized net of any taxes collected, which are subsequently remitted to governmental authorities.

Net transaction revenues

Our net transaction revenues primarily include final value fees, feature fees, including fees to promote listings, and listing fees from sellers in our Marketplace. Our net transaction revenues also include store subscription and other fees often from large enterprise sellers. Our net transaction revenues are reduced by incentives provided to our customers.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We identified one performance obligation to sellers on our Marketplace platform, which is to connect buyers and sellers on our secure and trusted Marketplace platforms, including payment processing activities. Final value fees are recognized when an item is sold on a Marketplace platform, satisfying this performance obligation. There may be additional services available to Marketplace sellers, mainly to promote or feature listings, that are not distinct within the context of the contract. Accordingly, fees for these additional services are recognized when the single performance obligation is satisfied. Promoted listing fees are recognized when the item is sold and feature and listing fees are recognized when an item is sold, or when the contract expires.

Store subscription and other nonstandard listing contracts may contain multiple performance obligations, including discounts on future services. Determining whether performance obligations should be accounted for separately or combined may require significant judgment. The transaction price is allocated to each performance obligation based on its stand-alone selling price (“SSP”). In instances where SSP is not directly observable, we generally estimate selling prices based on when they are sold to customers of a similar nature and geography. These estimates are generally based on pricing strategies, market factors, strategic objectives and observable inputs. Store subscription revenues are recognized over the subscription period, and discounts offered through store subscription or nonstandard listing contracts are recognized when the options are exercised or when the options expire.

Further, to drive traffic to our platforms, we provide incentives to buyers and sellers in various forms including discounts on fees, discounts on items sold, coupons and rewards. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when we pay or promise to pay the incentive. Promotions and incentives to most buyers on our Marketplace platforms, to whom we have no performance obligation, are recognized as sales and marketing expense. In addition, we may provide credits to customers when we refund certain fees. Credits are accounted for as variable consideration at contract inception when estimating the amount of revenue to be recognized when a performance obligation is satisfied to the extent that it is probable that a significant reversal of revenue will not occur and updated as additional information becomes available.

Marketing services and other revenues

Our marketing services and other revenues are derived principally from the sale of advertisements and revenue sharing arrangements. Advertising revenue is derived principally from the sale of online advertisements which are based on “impressions” (i.e., the number of times that an advertisement appears in pages viewed by users of our platforms) or “clicks” (which are generated each time users on our platforms click through our advertisements to an advertiser’s designated website) delivered to advertisers. We use the output method and apply the practical expedient to recognize advertising revenue in the amount to which we have a right to invoice. For contracts with target advertising commitments with rebates, estimated payout is accounted for as a variable consideration to the extent it is probable that a significant reversal of revenue will not occur.

Revenues related to revenue sharing arrangements are recognized based on whether we are the principal and are responsible for fulfilling the promise to provide the specified services or whether we are an agent arranging for those services to be provided by our partners. Determining whether we are a principal or agent in these contracts may require significant judgment. If we are the principal, we recognize revenue in the gross amount of consideration received from the customer, whereas if we are an agent, we recognize revenue net of the consideration due to our partners at a point in time when the services are provided. Our most significant revenue share arrangements are with shipping service providers. We are primarily acting as an agent in these contracts and revenues are recognized at a point in time when we have satisfied our promise of connecting the shipping service provider to our customer.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Internal use software and platform development costs

Direct costs incurred to develop software for internal use and platform development costs are capitalized and amortized over an estimated useful life of one to five years. During the years ended December 31, 2021 and 2020, we capitalized costs, primarily related to labor and stock-based compensation, of $127 million and $129 million, respectively. Amortization of previously capitalized amounts was $133 million, $139 million and $150 million for 2021, 2020 and 2019, respectively. Costs related to the design or maintenance of internal use software and platform development are expensed as incurred.

Advertising expense

We expense the costs of producing advertisements at the time production occurs and expense the cost of communicating advertisements in the period during which the advertising space or airtime is used, in each case as sales and marketing expense. Internet advertising expenses are recognized based on the terms of the individual agreements, which are generally over the greater of the ratio of the number of impressions delivered over the total number of contracted impressions, on a pay-per-click basis, or on a straight-line basis over the term of the contract. Advertising expense totaled $1.1 billion, $1.1 billion and $0.8 billion for the years ended December 31, 2021, 2020 and 2019, respectively.

Stock-based compensation

We have equity incentive plans under which we grant equity awards, including stock options, restricted stock units (“RSUs”), total shareholder return performance stock units (“TSR PSUs”), performance-based restricted stock units, and performance share units, to our directors, officers and employees. We primarily issue RSUs. We determine compensation expense associated with RSUs based on the fair value of our common stock on the date of grant. We determine compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes valuation model. We generally recognize compensation expense using a straight-line amortization method over the respective vesting period for awards that are ultimately expected to vest. Accordingly, stock-based compensation expense for 2021, 2020 and 2019 has been reduced for estimated forfeitures. When estimating forfeitures, we consider voluntary termination behaviors as well as trends of actual option forfeitures. We recognize a benefit or provision from stock-based compensation in earnings as a component of income tax expense to the extent that an incremental tax benefit or deficiency is realized by following the ordering provisions of the tax law.

Provision for transaction losses

Provision for transaction losses consists primarily of losses resulting from our buyer protection programs, payment misuse including chargebacks for unauthorized credit card use and merchant related chargebacks due to non-delivery of goods or services and account takeovers.

Provision for transaction losses represent our estimate of actual losses based on our historical experience and many other factors including changes to our protection programs, the impact of regulatory changes as well as economic conditions such as COVID-19.

Provision for credit losses

Provision for credit losses consist of bad debt expense associated with our accounts receivable balance. These losses are recorded in provision for transaction losses in our consolidated statement of income.

We are exposed to credit losses primarily through our receivables from sellers or advertisers. We develop estimates to reflect the risk of credit loss which are based on historical loss trends adjusted for asset specific attributes, current conditions and reasonable and supportable forecasts of the economic conditions that will exist through the contractual life of the financial asset. Our receivables are recovered over a period of 0-180 days, therefore, forecasted changes to economic conditions are not expected to have a significant effect on the estimate of the allowance for doubtful accounts, except in extraordinary circumstances. We write off the asset when it is no longer deemed collectible or when it goes past due 180 days whichever is earlier, with certain limited exceptions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We monitor our ongoing credit exposure through an active review of collection trends. Our activities include monitoring the timeliness of payment collection, managing dispute resolution and performing timely account reconciliations. We may employ collection agencies to pursue recovery of defaulted receivables.

Customer accounts and funds receivable

These balances represent payments in transit and cash received and held by financial institutions and payment processors associated with marketplace activity and awaiting settlement or are installment collections from financial institutions.

We are exposed to credit losses from customer accounts and funds receivable balances held by third party financial institutions. We assess these balances for credit loss based on a review of the average period for which the funds are held, credit ratings of the financial institutions and by assessing the probability of default and loss given default models. At December 31, 2021 and 2020, we did not record any credit-related loss.

Payment processor advances

Payment processor advances represent amounts prefunded to and held by payment processors in order to fund outflows in the normal course of the transaction lifecycle, including but not limited to payment processor fees, seller account payouts, and incentives such as coupons or gift cards. Payment processor advances are recorded within other current assets in our consolidated balance sheet. Other accounts are used to collect and remit indirect taxes from the buyer to the local tax authorities and to transfer shipping label proceeds from the seller to the relevant shipping service providers. Generally, changes in balances that impact the determination of net income, such as payment processor fees and incentives are presented within operating activities in our consolidated statement of cash flows. Changes in balances that pertain solely to payment intermediation activities (e.g. seller pay-out services) are presented within financing activities in our consolidated statement of cash flows.

Customer accounts and funds payable

These balances primarily represent the Company’s liability towards its customers to settle the funds from the completed transactions on the platform associated with marketplace activity.

Income taxes

Significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties and the complexity of taxes on foreign earnings. We review our tax positions quarterly and adjust the balances as new information becomes available. Tax positions are evaluated for potential reserves for uncertainty based on the estimated probability of sustaining the position under examination. Our income tax rate is affected by the tax rates that apply to our foreign earnings including U.S. minimum taxes on foreign earnings. The deferred tax benefit derived from the amortization of our intellectual property is based on the fair value, which has been agreed with foreign tax authorities. The deferred tax benefit may from time to time change based on changes in tax rates.

We account for income taxes using an asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of enacted tax laws; the effects of future changes in tax laws or rates are not anticipated. If necessary, the measurement of deferred tax assets is reduced by the amount of any tax benefits that are not expected to be realized based on available evidence.

We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Cash, cash equivalents and restricted cash

Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less when purchased, which may include bank deposits, U.S. Treasury securities, time deposits, and certificates of deposit.

We consider cash to be restricted when withdrawal or general use is legally restricted. Our restricted cash balance is primarily comprised of cash on deposit with banks restricted to safeguard seller payables.

Investments

Short-term investments are primarily comprised of corporate debt securities, commercial paper and government and agency securities. Short-term investments are investments with original maturities of less than one year when purchased, are classified as available-for-sale and are reported at fair value using the specific identification method. Short-term investments also include equity securities with readily determinable fair values that can be sold in active markets.

Long-term investments are primarily comprised of corporate debt securities, government and agency securities, equity investment under the fair value option, equity investments under the equity method of accounting and equity investments without readily determinable fair values. Debt securities are classified as available-for-sale and are reported at fair value using the specific identification method.

Unrealized gains and losses on our available-for-sale debt securities are excluded from earnings and reported as a component of other comprehensive income (loss), net of related estimated income tax provisions or benefits. We periodically assess our portfolio of debt investments for impairment. For debt securities in an unrealized loss position, this assessment first takes into account our intent to sell, or whether it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value through interest and other, net. For debt securities in an unrealized loss position that do not meet the aforementioned criteria, we assess whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss may exist, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded through interest and other, net, limited by the amount that the fair value is less than the amortized cost basis. Any additional impairment not recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. These changes are recorded in gain (loss) on equity investments and warrant, net.

Our equity investments include equity investments with readily determinable fair values, equity investments without readily determinable fair values and equity investments under the equity method of accounting, including those in which the fair value option has been elected. Our equity investment in Adevinta is described in a separate section under “Equity investment in Adevinta” in this Note.

Equity investments with readily determinable fair values are investments in publicly-traded companies for which we do not exercise significant influence and are measured at fair value based on the respective closing stock price and prevailing foreign exchange rate, as applicable, at the period end date. Equity investments with readily determinable fair values are classified within Level 1 in the fair value hierarchy as the valuation can be obtained from real time quotes in active markets. Subsequent changes in fair value are recognized in gain (loss) on equity investments and warrant, net.

Equity investments without readily determinable fair values are non-marketable equity securities, which are investments in privately-held companies for which we do not exercise significant influence and are accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. We perform a qualitative fair value assessment on a quarterly basis over our equity investments without readily determinable fair values to identify any changes in basis or impairments. Equity investments without readily determinable fair values are considered impaired when there is an indication that the fair value of our interest is less than the carrying amount. Changes in value and impairments of equity investments without readily determinable fair values are recognized in gain (loss) on equity investments and warrant, net.

We account for equity investments through which we exercise significant influence but do not have control over the investee under the equity method or under the fair value option. For equity method investments, our consolidated results of operations include, as a component of gain (loss) on equity investments and warrant, net, our share of the net income or loss of the equity investments accounted for under the equity method of accounting. Our share of equity method investees’ results of operations was not material for any period presented. We perform a qualitative impairment assessment on a quarterly basis over our equity method investments. Equity method investments are considered impaired when there is an indication of an other-than-temporary decline in value below the carrying amount. Impairments and any other adjustments to equity method investments are recorded in gain (loss) on equity investments and warrant, net.

Equity investment under the fair value option is measured at fair value based on a quarterly valuation analysis and is 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.

We describe our accounting policy for our equity investment in Adevinta in a separate section under “Equity investment in Adevinta.”

Refer to “Note 6 — Investments” and “Note 8 — Fair Value Measurement of Assets and Liabilities” for additional details.

Equity investment in Adevinta

At the initial recognition of our equity investment in Adevinta on June 24, 2021, we elected the fair value option where subsequent changes in fair value are recognized in gain (loss) on equity investments and warrant, net in the consolidated statement of income. We report the investment at fair value within equity investment in Adevinta in our consolidated balance sheet. The investment is classified within Level 1 in the fair value hierarchy as the valuation can be obtained from real time quotes in active markets. The fair value of the equity investment is measured based on Adevinta’s closing stock price and prevailing foreign exchange rate. We believe the fair value option election creates more transparency of the current value of our shares in the equity investment for Adevinta.

Refer to “Note 6 — Investments” and “Note 8 — Fair Value Measurement of Assets and Liabilities” for additional details.

Leases

We determine if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for our operating leases, we generally use an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating right-of-use (“ROU”) assets are generally recognized based on the amount of the initial measurement of the lease liability. Our leases have remaining lease terms of up to eight years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. Lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for our data center leases. Lease and non-lease components for all other leases are accounted for separately.

Operating leases are included in operating lease right-of-use assets, other current liabilities and operating lease liabilities on our consolidated balance sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property and equipment

Property and equipment are stated at historical cost less accumulated depreciation. Depreciation for equipment, buildings and leasehold improvements commences once they are ready for our intended use. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally, one to three years for computer equipment and software, up to thirty years for buildings and building improvements, the shorter of five years or the term of the lease for leasehold improvements and three years for furniture, fixtures and vehicles. Land is not depreciated.

Goodwill and intangible assets

Goodwill is tested for impairment at a minimum on an annual basis at the reporting unit level. A qualitative assessment can be performed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair value of the reporting unit is estimated using income and market approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow method, a form of the income approach, uses expected future operating results and a market participant discount rate. The market approach uses comparable company prices and other relevant information generated by market transactions (either publicly traded entities or mergers and acquisitions) to develop pricing metrics to be applied to historical and expected future operating results of our reporting unit. Failure to achieve these expected results, changes in the discount rate or market pricing metrics may cause a future impairment of goodwill at the reporting unit. We conducted our annual impairment test of goodwill as of August 31, 2021 and 2020 and determined that no adjustment to the carrying value of goodwill for any reporting unit was required.

Intangible assets consist of purchased customer lists and user base, marketing related, developed technologies and other intangible assets, including patents and contractual agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to three years. No significant residual value is estimated for intangible assets.

Impairment of long-lived assets

We evaluate long-lived assets (including leases and intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. In 2021 and 2020, we recorded immaterial impairment charges and in 2019, no impairment was recorded.

Foreign currency

Most of our foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated into U.S. dollars using exchange rates prevailing at the balance sheet date, while revenues and expenses are translated at average exchange rates during the year. Gains and losses resulting from the translation of our consolidated balance sheet are recorded as a component of accumulated other comprehensive income.

Gains and losses from foreign currency transactions are recognized as interest and other, net.

Derivative instruments

We use derivative financial instruments, primarily forwards, options and swaps, to hedge certain foreign currency and interest rate exposures. We may also use other derivative instruments not designated as hedges, such as forwards to hedge foreign currency balance sheet exposures. We do not use derivative financial instruments for trading purposes.

We also entered into a warrant agreement in addition to 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

and outstanding share capital at a specific date. The warrant is accounted for as a derivative instrument under ASC Topic 815, Derivatives and Hedging.

See “Note 7 — Derivative Instruments” for a full description of our derivative instrument activities and related accounting policies.

Concentration of credit risk

Our cash, cash equivalents, accounts receivable, customer accounts and funds receivable, available-for-sale debt securities and derivative instruments are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. Our accounts receivable are derived from revenue earned from customers. In each of the years ended December 31, 2021, 2020 and 2019, no customer accounted for more than 10% of net revenues. Our derivative instruments expose us to credit risk to the extent that our counterparties may be unable to meet the terms of the agreements.

Recently Adopted Accounting Pronouncements

In 2019, the Financial Accounting Standards Board (“FASB”) issued new guidance to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The standard is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those fiscal years. We adopted this guidance in the first quarter of 2021 with no material impact on our consolidated financial statements.

In 2020, the FASB issued new guidance to decrease diversity in practice and increase comparability for the accounting of certain equity securities and investments under the equity method of accounting. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. We adopted this guidance in the first quarter of 2021 with no material impact on our consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 2 — Net Income Per Share

Basic net income per share is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options and equity incentive awards is reflected in diluted net income per share by application of the treasury stock method. The calculation of diluted net income per share excludes all anti-dilutive common shares.

The following table presents the computation of basic and diluted net income per share (in millions, except per share amounts):

			Year Ended December 31,
			2021						2020						2019
Numerator:
Income from continuing operations			$	252					$	2,487					$	1,433
Income from discontinued operations, net of income taxes			13,356						3,180						353
Net income			$	13,608					$	5,667					$	1,786
Denominator:
Weighted average shares of common stock - basic			652						710						849
Dilutive effect of equity incentive awards			11						8						7
Weighted average shares of common stock - diluted			663						718						856
Income per share - basic:
Continuing operations			$	0.39					$	3.50					$	1.69
Discontinued operations			20.48						4.48						0.41
Net income per share - basic			$	20.87					$	7.98					$	2.10
Income per share - diluted:
Continuing operations			$	0.38					$	3.46					$	1.68
Discontinued operations			20.16						4.43						0.41
Net income per share - diluted			$	20.54					$	7.89					$	2.09
Common stock equivalents excluded from income per diluted share because their effect would have been anti-dilutive			1						5						18

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 3 — Discontinued Operations

eBay Korea

On November 14, 2021, we completed the previously announced sale of 80.01% of the outstanding equity interests of eBay Korea to E-mart 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, as well as income tax expense of $369 million.

In addition, upon closing we entered into a transition service agreement with eBay Korea to support the operations of eBay Korea after the divestiture for immaterial fees. This agreement commenced with the close of the transaction and has minimum initial terms of 6 months and can be extended for a maximum of 3 months.

Classifieds

On June 24, 2021, we completed the previously announced transfer of our Classifieds business to Adevinta for total consideration of $13.3 billion which included $2.5 billion in cash proceeds and approximately 540 million shares of Adevinta valued at $10.8 billion on the date of close and represented a 44% equity interest. The transfer resulted in a pre-tax gain of $12.5 billion and related income tax expense of $2.1 billion, both within income from discontinued operations. The consideration is subject to adjustments specified in the definitive agreement.

In addition, upon closing we entered into a transition service agreement with Adevinta to support the operations of Classifieds after the divestiture for fees of $29 million. This agreement commenced with the close of the transaction and have minimum initial terms ranging from 6 to 12 months and can be extended for a maximum of 6 months.

StubHub

On February 13, 2020, we completed the previously announced sale of our StubHub business to an affiliate of viagogo for $4.1 billion in proceeds ($3.2 billion, net of income taxes of approximately $0.9 billion) and a pre-tax gain of $3.9 billion within income from discontinued operations.

In connection with the sale of StubHub, we entered into a transition service agreement with viagogo pursuant to which we provided services, including, but not limited to, business support services for StubHub after the divestiture. These agreements commenced with the close of the transaction and terminated in the fourth quarter of 2021. The related fees in 2021 were $34 million for support services prior to termination.

Discontinued operations

The following table presents financial results from discontinued operations, net of income taxes in our consolidated statement of income for the periods indicated (in millions):

			Year ended December 31,
			2021 (1)(2)						2020 (3)						2019
eBay Korea income (loss) from discontinued operations, net of income taxes			$	2,870					$	55					$	83
Classifieds income (loss) from discontinued operations, net of income taxes			10,485						197						217
StubHub income (loss) from discontinued operations, net of income taxes			1						2,930						59
PayPal and Enterprise income (loss) from discontinued operations, net of income taxes			—						(2)						(6)
Income (loss) from discontinued operations, net of income taxes			$	13,356					$	3,180					$	353

(1) Includes eBay Korea financial results through the transaction close on November 14, 2021 and the related gain on sale.

(2)Includes Classifieds financial results through the transaction close on June 24, 2021 and the related gain on sale.

(3)Includes StubHub financial results from January 1, 2020 to February 13, 2020 and the related gain on sale.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents cash flows for discontinued operations for the periods indicated (in millions):

						Year ended December 31,
												2021 (1)(2)						2020 (3)						2019
eBay Korea net cash provided by (used in) discontinued operating activities												$	(25)					$	142					$	167
Classifieds net cash provided by (used in) discontinued operating activities												(411)						328						378
StubHub net cash provided by (used in) discontinued operating activities												—						(1,055)						153
Net cash provided by (used in) discontinued operating activities												$	(436)					$	(585)					$	698
eBay Korea net cash provided by (used in) discontinued investing activities												$	2,611					$	(40)					$	22
Classifieds net cash provided by (used in) discontinued investing activities												2,469						(54)						(114)
StubHub net cash provided by (used in) discontinued investing activities												—						4,067						(21)
Net cash provided by (used in) discontinued investing activities												$	5,080					$	3,973					$	(113)
eBay Korea net cash provided by (used in) discontinued financing activities												$	25					$	(10)					$	(6)
Classifieds net cash provided by (used in) discontinued financing activities												—						(2)						2
Net cash provided by (used in) discontinued financing activities												25						(12)						$	(4)

(1)Includes eBay Korea financial results through the transaction close on November 14, 2021 and the related gain on sale.

(2)Includes Classifieds financial results through the transaction close on June 24, 2021 and the related gain on sale.

(3)Includes StubHub financial results from January 1, 2020 to February 13, 2020 and the related gain on sale.

eBay Korea

The financial results of eBay Korea are presented as income from discontinued operations, net of income taxes on our consolidated statement of income through November 14, 2021, when the sale of 80.01% of the outstanding equity interests of eBay Korea was completed. The following table presents the financial results of eBay Korea (in millions):

			Year ended December 31,
			2021 (1)						2020						2019
Net revenues			$	1,409					$	1,377					$	1,207
Cost of net revenues			815						676						551
Gross profit			594						701						656
Operating expenses:
Sales and marketing			529						548						502
Product development			64						59						46
General and administrative			38						18						17
Provision for transaction losses			—						1						—
Total operating expenses			631						626						565
Income (loss) from operations of discontinued operations			(37)						75						91
Interest and other, net			2						—						6
Pre-tax gain on sale			3,240						—						—
Income (loss) from discontinued operations before income taxes			3,205						75						97
Income tax benefit (provision)			(335)						(20)						(14)
Income (loss) from discontinued operations, net of income taxes			$	2,870					$	55					$	83

(1)Includes eBay Korea financial results through the transaction close on November 14, 2021 and the related gain on sale.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents the aggregate carrying amounts of assets and liabilities of discontinued operations for eBay Korea in the consolidated balance sheet as of the date indicated (in millions):

									December 31, 2020
Carrying amounts of assets included as part of discontinued operations:
Cash and cash equivalents									$	327
Short-term investments									6
Accounts receivable, net									50
Customer accounts and funds receivable									649
Other current assets									45
Property and equipment, net									66
Goodwill									390
Operating lease right-of-use assets									79
Other assets									14
Total assets classified as discontinued operations in the consolidated balance sheet									$	1,626
Carrying amounts of liabilities included as part of discontinued operations:
Short-term debt									$	12
Accounts payable									54
Customer accounts and funds payable									673
Accrued expenses and other current liabilities									91
Deferred revenue									12
Income taxes payable									13
Operating lease liabilities									64
Deferred tax liabilities									(9)
Long-term debt									5
Other liabilities									3
Total liabilities classified as discontinued operations in the consolidated balance sheet									$	918

Classifieds

The financial results of Classifieds are presented as income from discontinued operations, net of income taxes on our consolidated statement of income through June 24, 2021, when the transfer of Classifieds was completed. Each period presented below includes the impact of intercompany revenue agreements through June 24, 2021. The impact of these intercompany revenue agreements to net revenues and cost of net revenues was $5 million for the period from January 1, 2021 through June 24, 2021, and $14 million and $20 million for the years ended December 31, 2020 and 2019, respectively. The continuing revenue and cash flows are not considered to be material.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents the financial results of Classifieds (in millions):

									Year ended December 31,
															2021 (1)						2020						2019
Net revenues															$	565					$	980					$	1,043
Cost of net revenues															63						103						82
Gross profit															502						877						961
Operating expenses:
Sales and marketing															183						286						335
Product development															105						161						150
General and administrative															76						124						59
Provision for transaction losses															2						17						15
Amortization of acquired intangible assets															—						6						11
Total operating expenses															366						594						570
Income from operations of discontinued operations															136						283						391
Interest and other, net															—						—						(2)
Pre-tax gain on sale															12,534						—						—
Income from discontinued operations before income taxes															12,670						283						389
Income tax provision															(2,185)						(86)						(172)
Income from discontinued operations, net of income taxes															$	10,485					$	197					$	217

(1)Includes Classifieds financial results through the transaction close on June 24, 2021 and the related gain on sale.

The following table presents the aggregate carrying amounts of assets and liabilities of discontinued operations for Classifieds in the consolidated balance sheet as of the date indicated (in millions):

			December 31, 2020
Carrying amounts of assets included as part of discontinued operations:
Cash and cash equivalents			$	23
Accounts receivable, net			117
Other current assets			30
Long-term investments			32
Property and equipment, net			31
Goodwill			465
Intangible assets, net			35
Operating lease right-of-use assets			20
Deferred tax assets			435
Total assets classified as discontinued operations in the consolidated balance sheet			$	1,188
Carrying amounts of liabilities included as part discontinued operations:
Accounts payable			$	18
Accrued expenses and other current liabilities			104
Deferred revenue			4
Income taxes payable			35
Operating lease liabilities			11
Deferred tax liabilities			278
Other liabilities			2
Total liabilities classified as discontinued operations in the consolidated balance sheet			$	452

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

StubHub

The financial results of StubHub are presented as income from discontinued operations, net of income taxes on our consolidated statement of income. The following table presents the financial results of StubHub (in millions):

						Year ended December 31,
												2021						2020 (1)						2019
Net revenues												$	—					$	100					$	1,121
Cost of net revenues												—						31						290
Gross profit												—						69						831
Operating expenses:
Sales and marketing												—						51						491
Product development												—						26						114
General and administrative												1						30						125
Provision for transaction losses												—						3						23
Amortization of acquired intangible assets												—						1						9
Total operating expenses												1						111						762
Income (loss) from operations of discontinued operations												(1)						(42)						69
Pre-tax gain on sale												12						3,868						—
Income from discontinued operations before income taxes												11						3,826						69
Income tax provision												(10)						(896)						(10)
Income from discontinued operations, net of income taxes												$	1					$	2,930					$	59

(1)Includes StubHub financial results from January 1, 2020 to February 13, 2020, and includes the gain on sale recorded for the StubHub transaction.

Paypal and Enterprise

For the years ended December 31, 2021, 2020 and 2019, the discontinued operations activity related to our former PayPal and Enterprise businesses was immaterial.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 4 — Goodwill and Intangible Assets

The following table presents goodwill activity for the periods indicated (in millions):

			December 31, 2019						Goodwill Acquired						Adjustments						December 31, 2020						Goodwill Acquired						Adjustments						December 31, 2021
Goodwill			$	4,155					$	—					$	130					$	4,285					$	22					$	(129)					$	4,178

The adjustments to goodwill during the years ended December 31, 2021 and 2020 were primarily due to foreign currency translation. There were no impairments to goodwill in 2021 and 2020.

Amortization expense for intangible assets was $9 million, $28 million and $35 million for the years ended December 31, 2021, 2020 and 2019, respectively. Intangible asset balances were immaterial as of December 31, 2021 and 2020.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 5 — Segments

We have one operating and reportable segment. 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. Our management and our CODM review financial information presented on a consolidated basis for purposes of allocating resources and evaluating performance and do not evaluate using asset information.

During the first quarter of 2020, we classified the results of our previous StubHub segment as discontinued operations in our consolidated statement of income for all periods presented. In addition, during the third quarter of 2020, we classified the results of our Classifieds segment as discontinued operations in our consolidated statement of income for the periods presented. During the second quarter of 2021, we classified the results of our eBay Korea business which was part of our Marketplace segment as discontinued operations in our consolidated statement of income for the periods presented. See “Note 3 — Discontinued Operations” for additional information.

The accounting policies of our segment are the same as those described in “Note 1 — The Company and Summary of Significant Accounting Policies.”

The following table summarizes net revenues by type for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020						2019
Net revenues by type:
Net transaction revenues			$	9,772					$	8,243					$	6,581
Marketing services and other revenues			648						651						848
Total net revenues			$	10,420					$	8,894					$	7,429

The following table summarizes the allocation of net revenues based on geography for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020						2019
Net revenues by geography:
U.S.			$	5,048					$	4,151					$	3,303
United Kingdom			1,913						1,678						1,323
Germany			1,249						1,106						1,034
Rest of world			2,210						1,959						1,769
Total net revenues			$	10,420					$	8,894					$	7,429

Net revenues, inclusive of the effects of foreign exchange during each period, are attributed to U.S. and international geographies primarily based upon the country in which the seller, platform that displays advertising, other service provider, or customer, as the case may be, is located. Long-lived assets attributed to the U.S. and international geographies are based upon the country in which the asset is located or owned.

The following table summarizes the allocation of long-lived tangible assets based on geography as of the dates indicated (in millions):

			December 31,
			2021						2020
Long-lived tangible assets by geography:
U.S.			$	1,400					$	1,575
International			125						147
Total long-lived tangible assets			$	1,525					$	1,722

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 6 — Investments

The following tables summarize the unrealized gains and losses and estimated fair value of our investments classified as available-for-sale debt securities and restricted cash as of the dates indicated (in millions):

			December 31, 2021
			Gross Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Estimated Fair Value
Short-term investments:
Restricted cash			$	22					$	—					$	—					$	22
Corporate debt securities			4,151						1						—						4,152
Government and agency securities			25						—						—						25
			$	4,198					$	1					$	—					$	4,199
Long-term investments:
Corporate debt securities			$	954					$	1					$	(5)					$	950
Government and agency securities			779						—						(2)						777
			$	1,733					$	1					$	(7)					$	1,727

			December 31, 2020
			Gross Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Estimated Fair Value
Short-term investments:
Restricted cash			$	137					$	—					$	—					$	137
Corporate debt securities			2,252						3						—						2,255
			$	2,389					$	3					$	—					$	2,392
Long-term investments:
Corporate debt securities			$	284					$	2					$	—					$	286
			$	284					$	2					$	—					$	286

We consider cash to be restricted when withdrawal or general use is legally restricted. Restricted cash is held primarily in interest bearing accounts for letters of credit primarily related to our global sabbatical program. In 2020, our restricted cash balance also included cash on deposit with banks restricted to safeguard seller payables. Our fixed-income investments consist of predominantly investment grade corporate debt securities and government and agency securities. The corporate debt and government and agency securities that we invest in are generally deemed to be low risk based on their credit ratings from the major rating agencies.

The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. As interest rates increase, those securities purchased at a lower yield show a mark-to-market unrealized loss. The unrealized losses are due primarily to changes in credit spreads and interest rates. We regularly review investment securities for other-than-temporary impairment using both qualitative and quantitative criteria. Investments classified as available-for-sale debt securities are carried at fair value with changes reflected in other comprehensive income. Where there is an intention or a requirement to sell an impaired available-for-sale debt security, the entire impairment is recognized in earnings with a corresponding adjustment to the amortized cost basis of the security. We presently do not intend to sell any of the available-for-sale debt securities in an unrealized loss position and expect to realize the full value of all these investments upon maturity or sale.

We regularly review investment securities for credit impairment using both qualitative and quantitative criteria. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded through interest and other, net for the credit loss, limited by the amount that the fair value is

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. We did not recognize any credit-related impairment through an allowance for credit losses as of December 31, 2021.

Investment securities in a continuous loss position for less than 12 months had an estimated fair value of $3.1 billion and an immaterial amount of unrealized losses as of December 31, 2021, and an estimated fair value of $261 million and an immaterial amount of unrealized losses as of December 31, 2020. As of December 31, 2021 and December 31, 2020, there were no investment securities in a continuous loss position for greater than 12 months. Refer to “Note 17 — Accumulated Other Comprehensive Income” for amounts reclassified to earnings from unrealized gains and losses.

The following table presents estimated fair values of our short-term and long-term investments classified as available-for-sale debt securities and restricted cash by date of contractual maturity as of the date indicated (in millions):

			December 31, 2021
One year or less (including restricted cash of $22)			$	4,199
One year through two years			442
Two years through three years			752
Three years through four years			391
Four years through five years			124
Thereafter			18
Total			$	5,926

Equity Investments

The following table summarizes our equity investments as of the dates indicated (in millions):

									December 31,
			Balance Sheet Location						2021						2020
Equity investments with readily determinable fair values			Short-term investments						$	1,745					$	—
Equity investment in Adevinta			Equity investment in Adevinta						5,391						—
Equity investment under the fair value option			Long-term investments						725						—
Equity investments under the equity method of accounting			Long-term investments						38						8
Equity investments without readily determinable fair values			Long-term investments						85						539
Total equity investments									$	7,984					$	547

Equity investment in Adevinta

We account for equity investments through which we exercise significant influence but do not have control over the investee under the fair value option or under the equity method. Our equity investment in Adevinta is accounted for under the fair value option.

Upon completion of the transfer of our Classifieds business to Adevinta on June 24, 2021, we received an equity investment of 44% in Adevinta valued at $10.8 billion at the close of the transfer. On November 18, 2021, we completed the sale of approximately 135 million of our voting shares in Adevinta to Permira, inclusive of the option exercised by Permira to purchase additional voting shares, for total cash consideration of approximately $2.3 billion. Additionally, we recognized a gain on the settlement of a related non-designated foreign exchange instrument of $84 million in interest and other, net in the consolidated statement of income. At the close of the sale inclusive of the option exercised, our ownership in Adevinta was reduced to 33%. Following the sale in November 2021, our equity investment in Adevinta is reported in the long-term assets section on the consolidated balance sheet to reflect our contractual requirement to retain at least 25% of the total number of issued and outstanding equity securities of Adevinta until October 14, 2023, subject to certain exceptions specified in the agreement.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

At the initial recognition of the equity investment, we elected the fair value option where subsequent changes in fair value are recognized in earnings. The investment is classified within Level 1 in the fair value hierarchy as the valuation can be obtained from real time quotes in active markets. The fair value of the equity investment is measured based on Adevinta’s closing stock price and prevailing foreign exchange rate at each balance sheet date and the changes in fair value are reflected in gain (loss) on equity investments and warrant, net in the consolidated statement of income. We believe the fair value option election creates more transparency of the current value in the equity investment in Adevinta. Our non-voting shares are convertible to voting shares on a one-to-one basis, subject to a limitation of 33% voting interest. For the year ended December 31, 2021, an unrealized loss of $3,070 million and a realized gain on sale of $9 million were recorded in gain (loss) on equity investments and warrant, net on our consolidated statement of income related to the investment. The realized gain on sale of $9 million included an $88 million gain recognized on the sale of the shares offset by a $79 million loss from the change in fair value of the shares sold through the date of sale.

The following tables present Adevinta’s summarized financial information on a one-quarter lag. Adevinta’s financial information is prepared on the basis of International Financial Reporting Standards (“IFRS”). We have made certain adjustments to Adevinta’s summarized financial information to address differences between IFRS and GAAP that materially impact the summarized financial information presented below. Any other differences between IFRS and GAAP did not have a material impact on Adevinta’s summarized financial information. The period presented in the table below commenced on June 24, 2021 when we retained an equity investment in Adevinta upon completion of the transfer of our Classifieds business (in millions):

			July 1, 2021**(1)** through September 30, 2021
Revenue			$	450
Gross profit			$	147
Income (loss) from continuing operations			$	3
Net income (loss)			$	4
Net income (loss) attributable to Adevinta			$	3

(1)Adevinta’s income statement activity for the stub period of June 24, 2021 to June 30, 2021 was excluded from the summarized financial information as the impact was considered to be immaterial.

			September 30, 2021
Current assets			$	613
Noncurrent assets			$	16,424
Current liabilities			$	679
Noncurrent liabilities			$	4,044
Noncontrolling interests			$	20

Equity investments with readily determinable fair values

Equity investments with readily determinable fair values are classified within Level 1 in the fair value hierarchy as the valuation can be obtained from real time quotes in active markets. Subsequent changes in fair value are reflected in gain (loss) on equity investments and warrant, net in the consolidated statement of income.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In August 2021, one of our equity investments, KakaoBank Corp. (“KakaoBank”), which previously did not have a readily determinable fair value, completed its initial public offering which resulted in this investment having a readily determinable fair value. The fair value of the equity investment is measured based on KakaoBank’s closing stock price and prevailing foreign exchange rate at each balance sheet date. For the year ended December 31, 2021 an unrealized gain of $403 million was recorded in gain (loss) on equity investments and warrant, net related to the change in fair value of the investment. For the year ended December 31, 2021 a gain of $83 million was recorded in gain (loss) on equity investments and warrant, net related to the sale of a portion of the shares of the investment for $114 million. As of December 31, 2021, the fair value of the investment was $684 million and is reported within short-term investments in our consolidated balance sheet.

We entered into a warrant agreement in conjunction with a commercial agreement with Adyen that vests in a series of four tranches, at a specified price per share upon meeting processing volume milestone targets on a calendar year basis. When a relevant milestone is reached, the warrant becomes exercisable with respect to the corresponding tranche of warrant shares up until the warrant expiration date of January 31, 2025. In the fourth quarter of 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 in cash. The fair value of the equity investment is measured based on Adyen’s closing stock price and prevailing foreign exchange rate at each balance sheet date. As of December 31, 2021, the fair value of the investment was $1,061 million and is reported within short-term investments in our consolidated balance sheet. Refer to “Note 7 — Derivative Instruments” for more information about the warrant.

Equity investment under the fair value option

We account for equity investments through which we exercise significant influence but do not have control over the investee under the fair value option or under the equity method. Our equity investment in Gmarket is accounted for under the fair value option.

On November 14, 2021, we completed the previously announced sale of 80.01% of the outstanding equity interests of eBay Korea to Emart. Upon completion of the sale, we retained 19.99% of the outstanding equity interest of the new entity, Gmarket, over whom we are able to exercise significant influence based on the terms of the securities purchase agreement, including through our board representation. Our equity investment in Gmarket was valued at $728 million as of the transaction close date. At the initial recognition of this equity investment, we elected the fair value option where subsequent changes in fair value are recognized in gain (loss) on equity investments and warrant, net in the consolidated statement of income. We believe the fair value option election creates more transparency of the current value in the equity investment in Gmarket. Our retained investment in Gmarket is subject to a two year right held by Emart to purchase the remaining interest at the close price of the sale. As of December 31, 2021, the fair value of the investment was $725 million and is reported within long-term investments in our consolidated balance sheet.

The investment is classified as 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. Refer to “Note 8 — Fair Value Measurement of Assets and Liabilities” for more information.

Other equity method investments

We account for equity investments through which we exercise significant influence but do not have control over the investee under the fair value option or under the equity method. For equity investments accounted for under the equity method, our consolidated results of operations include, as a component of gain (loss) on equity investments and warrant, net, our share of the net income or loss of the equity investments accounted for under the equity method of accounting.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following tables present summarized financial information of our equity investments accounted for under the equity method in the aggregate on a one-quarter lag. Financial information of certain of our equity method investments is prepared on the basis of local generally accepted accounting principles. We have made certain adjustments as applicable to address differences between local generally accepted accounting principles and US GAAP that materially impact the summarized financial information. Any other differences between US GAAP and local generally accepted accounting principles did not have any material impact on the summarized financial information of the equity method investments presented below in the aggregate.

During the period in which we recognize an equity method investment, the summarized financial information reflects activity from the date of recognition. The tables below exclude the summarized financial information of our equity investment in Gmarket as the summarized financial information is presented on a one-quarter lag. The tables below also exclude the summarized financial information of our equity investment in Adevinta which is separately disclosed above under the heading “Equity investment in Adevinta.”

			Twelve months ended September 30,
			2021						2020						2019
			(In millions)
Revenue			$	41					$	31					$	30
Gross profit			$	12					$	10					$	9
Income (loss) from continuing operations			$	2					$	3					$	2
Net income (loss)			$	2					$	3					$	2
Net income (loss) attributable to the equity method investments			$	1					$	1					$	1

			September 30,
			2021						2020
			(In millions)
Current assets			$	76					$	31
Noncurrent assets			$	20					$	21
Current liabilities			$	26					$	8
Noncurrent liabilities			$	4					$	—
Noncontrolling interests			$	6					$	1

Equity investments without readily determinable fair values

The following table summarizes the total carrying value related to equity investments without readily determinable fair values still held for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020
Carrying value, beginning of period			$	539					$	307
Additions			5						22
Upward adjustments for observable price changes			41						239
Downward adjustments for observable price changes and impairment			(170)						(40)
Transfers out from investments without readily determinable fair values			(312)						—
Foreign currency translation and other			(18)						11
Carrying value, end of period			$	85					$	539

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In 2021, we recorded an upward adjustment for observable price change of $41 million and downward adjustments for impairment of $170 million to the carrying values of strategic investments accounted for as equity investments without readily determinable fair values. The downward adjustments for impairment included a $160 million impairment charge related to our equity investment in Paytm Mall, which resulted in no remaining carrying value for this equity investment. The upward and downward adjustments were recorded in gain (loss) on equity investments and warrant, net on our consolidated statement of income.

For such equity investments without readily determinable fair values still held at December 31, 2021, the cumulative upward adjustment for observable price changes was $41 million and cumulative downward adjustment for observable price changes and impairments was $291 million.

In 2020, when our investment in KakaoBank was accounted for as an equity investment without a readily determinable fair value, we recorded an upward adjustment for an observable price change of $239 million to the carrying value and invested an additional $18 million in cash in exchange for equity in KakaoBank. The upward adjustment was recorded in gain (loss) on equity investments and warrant, net on our consolidated statement of income for the year ended December 31, 2020.

The following table summarizes unrealized gains and losses related to equity investments held at December 31, 2021 and presented within gain (loss) on equity investments and warrant, net for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020
Net gains/(losses) recognized during the period on equity investments			$	(2,716)					$	200
Less: Net gains/(losses) recognized during the period on equity investments sold during the period (1)			92						—
Total unrealized gains/(losses) on equity investments still held at December 31, 2021			$	(2,808)					$	200

(1)Includes gains/(losses) realized on the change in fair value of the shares sold on the respective dates of sale.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 7 — Derivative Instruments

Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates and interest rates. These hedging contracts reduce, but do not entirely eliminate, the impact of adverse foreign exchange rate and interest rate movements. We do not use any of our derivative instruments for trading purposes.

We use foreign currency exchange contracts to reduce the volatility of cash flows related to forecasted revenues, expenses, assets and liabilities, including intercompany balances denominated in foreign currencies. These contracts are generally one month to one year in duration, but with maturities up to 24 months. The objective of the foreign exchange contracts is to ensure that ultimately the U.S. dollar-equivalent cash flows are not adversely affected by changes in the applicable U.S. dollar/foreign currency exchange rate. We evaluate the effectiveness of our foreign exchange contracts designated as cash flow or net investment hedges on a quarterly basis.

In 2020, we began to hedge the variability of forecasted interest payments on anticipated debt issuance using forward-starting interest rate swaps. These interest rate swaps effectively fix the benchmark interest rate and have the economic effect of hedging the variability of forecasted interest payments for up to 10 years on an anticipated debt issuance. Similar to other cash flow hedges, we recorded changes in the fair value of these interest rate swaps in accumulated other comprehensive income (loss) (“AOCI”) until the anticipated debt issuance. In May 2021, we issued $2.5 billion of senior unsecured notes, which consisted of notes maturing in 2026, 2031 and 2051. As a result, we terminated the interest rate swaps and the gain associated with the termination of approximately $45 million is amortized to interest expense over the terms of our notes due in May 2026 and May 2031.

During 2020, we began to hedge the variability of the cash flows in interest payments associated with our floating-rate debt using interest rate swaps. These interest rate swap agreements effectively convert our floating-rate debt that is based on London Interbank Offered Rate (“LIBOR”) to a fixed-rate basis, reducing the impact of interest-rate changes on future interest expense. The total notional amount of these interest swaps was $400 million as of December 31, 2021 with terms calling for us to receive interest at a variable rate and to pay interest at a fixed rate. Our interest rate swap contracts have maturity dates in 2023. Similar to other cash flow hedges, we record changes in the fair value of these interest rate swaps in AOCI and their fair value will be amortized over the term of the debt to interest expense.

We used interest rate swaps to manage interest rate risk on our fixed rate notes issued in July 2014 and maturing in 2019, 2021 and 2024. These interest rate swaps had the economic effect of modifying the fixed interest obligations associated with $2.4 billion of these notes so that the interest payable on these senior notes effectively became variable based on LIBOR plus a spread. These interest rate swaps were terminated in 2019.

Cash Flow Hedges

For derivative instruments that are designated as cash flow hedges, the derivative’s gain or loss is initially reported as a component of AOCI and subsequently reclassified into earnings in the same period the forecasted hedged transaction affects earnings. Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Unrealized gains and losses in AOCI associated with such derivative instruments are immediately reclassified into earnings. As of December 31, 2021, we have estimated that approximately $16 million of net derivative gains related to our foreign exchange cash flow hedges and no net derivative losses related to our interest rate cash flow hedges included in accumulated other comprehensive income will be reclassified into earnings within the next 12 months. We classify cash flows related to our cash flow hedges as operating activities in our consolidated statement of cash flows.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair Value Hedges

We designated the interest rate swaps used to manage interest rate risk on our fixed rate notes issued in July 2014 and maturing in 2019, 2021 and 2024 as qualifying hedging instruments and accounted for them as fair value hedges. These transactions were designated as fair value hedges for financial accounting purposes because they protected us against changes in the fair value of certain of our fixed rate borrowings due to benchmark interest rate movements. In 2019, $1.15 billion related to our 2.200% senior notes due 2019 of the $2.4 billion aggregate notional amount matured. In addition, during 2019, 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. 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.

Non-Designated Hedges

Our derivatives not designated as hedging instruments consist of foreign currency forward contracts that we primarily use to hedge monetary assets or liabilities, including intercompany balances and equity investments denominated in non-functional currencies. The gains and losses on our derivatives not designated as hedging instruments are recorded in interest and other, net, which are offset by the foreign currency gains and losses on the related assets and liabilities that are also recorded in interest and other, net. We classify cash flows related to our non-designated hedging instruments in the same line item as the cash flows of the related assets or liabilities, which is generally within operating activities in our consolidated statement of cash flows. Cash flows related to the settlement of non-designated hedging instruments related to equity investments are classified within investing activities in our consolidated statement of cash flows.

Warrant

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. The warrant has a term of seven years and vests in a series of four tranches, at a specified price per share (fixed for the first two tranches) upon meeting processing volume milestone targets on a calendar year basis. When or if a relevant milestone is reached, the warrant becomes exercisable with respect to the corresponding tranche of warrant shares up until the warrant expiration date of January 31, 2025. The maximum number of tranches that can vest in one calendar year is two.

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 approximately $1.1 billion in exchange for approximately $110 million in cash. Our equity investment in Adyen is accounted for as an equity investment with a readily determinable fair value. Refer to “Note 6 — Investments” for more information about our equity investments.

The warrant is accounted for as a derivative under ASC Topic 815, Derivatives and Hedging. We report the warrant at fair value within warrant asset in our consolidated balance sheets and changes in the fair value of the warrant are recognized in gain (loss) on equity investments and warrant, net in our consolidated statement of income. The day-one value attributable to the other side of the warrant, which was recorded as a deferred credit, is reported within other liabilities in our consolidated balance sheets and is amortized over the life of the commercial arrangement. See “Note 8 — Fair Value Measurements” for information about the fair value measurement of the warrant.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair Value of Derivative Contracts

The following table presents the fair values of our outstanding derivative instruments as of the dates indicated (in millions):

									December 31,
			Balance Sheet Location						2021						2020
Derivative Assets:
Foreign exchange contracts designated as cash flow hedges			Other current assets						$	63					$	12
Foreign exchange contracts not designated as hedging instruments			Other current assets						22						23
Warrant			Warrant asset						444						1,051
Foreign exchange contracts designated as cash flow hedges			Other assets						24						14
Interest rate contracts designated as cash flow hedges			Other assets						—						13
Total derivative assets									$	553					$	1,113
Derivative Liabilities:
Foreign exchange contracts designated as cash flow hedges			Other current liabilities						$	—					$	17
Foreign exchange contracts not designated as hedging instruments			Other current liabilities						17						25
Interest rate contracts designated as cash flow hedges			Other current liabilities						—						1
Interest rate contracts designated as cash flow hedges			Other liabilities						—						1
Total derivative liabilities									$	17					$	44
Total fair value of derivative instruments									$	536					$	1,069

Under the master netting agreements with the respective counterparties to our derivative contracts, subject to applicable requirements, we are allowed to net settle transactions of the same type with a single net amount payable by one party to the other. However, we have elected to present the derivative assets and derivative liabilities on a gross basis on our consolidated balance sheet. As of December 31, 2021, the potential effect of rights of set-off associated with the foreign exchange contracts would be an offset to both assets and liabilities by $18 million, resulting in net derivative assets of $92 million and no net derivative liabilities. As of December 31, 2021, there is no effect of rights of set-off associated with the interest rate contracts.

Effect of Derivative Contracts on Accumulated Other Comprehensive Income

The following tables present the activity of derivative instruments designated as cash flow hedges as of December 31, 2021 and 2020, and the impact of these derivative contracts on AOCI for the periods indicated (in millions):

			December 31, 2020						Amount of Gain (Loss) Recognized in Other Comprehensive Income						Less: Amount of Gain (Loss) Reclassified From AOCI to Earnings						December 31, 2021
Foreign exchange contracts designated as cash flow hedges			$	(95)					$	59					$	(61)					$	25
Interest rate contracts designated as cash flow hedges			10						22						2						30
Total			$	(85)					$	81					$	(59)					$	55

			December 31, 2019						Amount of Gain (Loss) Recognized in Other Comprehensive Income						Less: Amount of Gain (Loss) Reclassified From AOCI to Earnings						December 31, 2020
Foreign exchange contracts designated as cash flow hedges			$	(9)					$	(71)					$	15					$	(95)
Interest rate contracts designated as cash flow hedges			—						10						—						10
Total			$	(9)					$	(61)					$	15					$	(85)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Effect of Derivative Contracts on Consolidated Statement of Income

The following table summarizes the total gain (loss) recognized in the consolidated statement of income from our foreign exchange derivative contracts by location for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020						2019
Foreign exchange contracts designated as cash flow hedges recognized in net revenues			$	(65)					$	15					$	81
Foreign exchange contracts designated as cash flow hedges recognized in cost of net revenues			4						—						—
Foreign exchange contracts not designated as hedging instruments recognized in interest and other, net			11						(18)						(8)
Total gain (loss) recognized from foreign exchange derivative contracts in the consolidated statement of income			$	(50)					$	(3)					$	73

The following table summarizes the total gain (loss) recognized in the consolidated statement of income from our interest rate derivative contracts by location for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020						2019
Gain (loss) from interest rate contracts designated as fair value hedges recognized in interest and other, net			$	—					$	—					$	34
Gain (loss) from hedged items attributable to hedged risk recognized in interest and other, net			—						—						(34)
Gain (loss) from interest rate contracts designated as cash flow hedges recognized in interest and other, net			2						—						—
Total gain (loss) recognized from interest rate derivative contracts in the consolidated statement of income			$	2					$	—					$	—

The following table summarizes the total gain recognized in the consolidated statement of income due to changes in the fair value of the warrant for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020						2019
Gain attributable to changes in the fair value of warrant recognized in gain (loss) on equity investments and warrant, net			$	354					$	770					$	133

Notional Amounts of Derivative Contracts

Derivative transactions are measured in terms of the notional amount, but this amount is not recorded on the balance sheet and is not, when viewed in isolation, a meaningful measure of the risk profile of the instruments. The notional amount is generally not exchanged, but is used only as the basis on which the value of foreign exchange payments under these contracts are determined. The following table presents the notional amounts of our outstanding derivatives as of the dates indicated (in millions):

			December 31,
			2021						2020
Foreign exchange contracts designated as cash flow hedges			$	2,066					$	2,305
Foreign exchange contracts not designated as hedging instruments			3,159						3,016
Interest rate contracts designated as cash flow hedges			400						1,100
Total			$	5,625					$	6,421

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Credit Risk

Our derivatives expose us to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. We seek to mitigate such risk by limiting our counterparties to, and by spreading the risk across, major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis. To further limit credit risk, we also enter into collateral security arrangements related to certain interest rate derivative instruments whereby collateral is posted between counterparties if the fair value of the derivative instrument exceeds certain thresholds. Additional collateral would be required in the event of a significant credit downgrade by either party. We are not required to pledge, nor are we entitled to receive, collateral related to our foreign exchange derivative transactions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 8 — Fair Value Measurement of Assets and Liabilities

The following tables present our financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated (in millions):

			December 31, 2021						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents			$	1,379					$	1,379					$	—					$	—
Short-term investments:
Restricted cash			22						22						—						—
Corporate debt securities			4,152						—						4,152						—
Government and agency securities			25						—						25						—
Equity investments with readily determinable fair values			1,745						1,745						—						—
Total short-term investments			5,944						1,767						4,177						—
Equity investment in Adevinta			5,391						5,391						—						—
Derivatives			553						—						109						444
Long-term investments:
Corporate debt securities			950						—						950						—
Government and agency securities			777						—						777						—
Equity investment under the fair value option			725						—						—						725
Total long-term investments			2,452						—						1,727						725
Total financial assets			$	15,719					$	8,537					$	6,013					$	1,169
Liabilities:
Derivatives			$	17					$	—					$	17					$	—

			December 31, 2020						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents			$	1,101					$	890					$	211					$	—
Short-term investments:
Restricted cash			137						137						—						—
Corporate debt securities			2,255						—						2,255						—
Total short-term investments			2,392						137						2,255						—
Derivatives			1,113						—						62						1,051
Long-term investments:
Corporate debt securities			286						—						286						—
Total long-term investments			286						—						286						—
Total financial assets			$	4,892					$	1,027					$	2,814					$	1,051
Liabilities:
Derivatives			$	44					$	—					$	44					$	—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Our financial assets and liabilities are valued using market prices on both active markets (Level 1), less active markets (Level 2) and little or no market activity (Level 3). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. We did not have any transfers of financial instruments between valuation levels during 2021 or 2020.

Other financial instruments, including accounts receivable and accounts payable, are carried at cost, which approximates their fair value because of the short-term nature of these instruments.

Fair value measurement of derivative instruments

The majority of our derivative instruments are valued using pricing models that take into account the contract terms as well as multiple inputs where applicable, such as equity prices, interest rate yield curves, option volatility and currency rates. Our warrant, which is accounted for as a derivative instrument, is valued using a Black-Scholes model. Key assumptions used in the valuation include risk-free interest rates; Adyen’s common stock price, equity volatility and common stock outstanding; exercise price; and details specific to the warrant. The value is also probability adjusted for management’s assumptions with respect to vesting of the remaining three tranches which are each subject to meeting processing volume milestone targets. These assumptions and the probability of meeting processing volume milestone targets may have a significant impact on the value of the warrant. Refer to “Note 7 — Derivative Instruments” for further details on our derivative instruments.

The following table presents a reconciliation of the opening to closing balance of the warrant measured using significant unobservable inputs (Level 3) as of the dates indicated (in millions):

			December 31,
			2021						2020
Opening balance at beginning of period			$	1,051					$	281
Exercise of options under warrant			(961)						—
Change in fair value			354						770
Closing balance at end of period			$	444					$	1,051

The following table presents quantitative information about Level 3 significant unobservable inputs used in the fair value measurement of the warrant as of December 31, 2021 (in millions, except percentages):

						Fair value						Valuation technique						Unobservable Input						Range (weighted average)****(1)
Warrant						$	444					Black-Scholes and Monte Carlo						Probability of vesting						0.0% - 55.0% (50.0%)
																		Equity volatility						(39%)

(1)Probability of vesting were weighted by the unadjusted value of the tranches. For volatility, the average represents the arithmetic average of the points within the range and is not weighted by the relative fair value or notional amount.

Fair value measurement of equity investments

Certain of our equity investments are measured at fair value on a recurring basis, including our equity investment in Adevinta, equity investments with readily determinable fair values and equity investment under the fair value option.

Our equity investment in Adevinta is accounted for under the fair value option and classified within Level 1 in the fair value hierarchy as the fair value is measured based on Adevinta’s closing stock price and prevailing foreign exchange rate at each balance sheet date. Our equity investments with readily determinable fair values are also classified within Level 1 in the fair value hierarchy as the valuation can be obtained from real time quotes in active markets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Our equity investment in Gmarket was initially recognized on November 14, 2021 in connection with the sale of 80.01% of the outstanding equity interests of eBay Korea to Emart. This equity investment is accounted for under the fair value option and its initial valuation of $728 million was based on the sale price of eBay Korea. There were no indicators of a potential material change in fair value of the investment between the date of recognition and December 31, 2021. The fair value of the investment was $725 million as of December 31, 2021 due to foreign currency adjustments. This investment is classified within Level 3 in the fair value hierarchy as valuation of the investment going forward will reflect management’s estimate of assumptions that market participants would use in pricing the asset.

Refer to “Note 6 — Investments” for further details about our equity investments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 9 — Balance Sheet Components

Contract Balances

Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represents amounts invoiced and revenue recognized prior to invoicing when we have satisfied our performance obligation and have the unconditional right to payment. The allowance for doubtful accounts and authorized credits is estimated based upon our assessment of various factors including historical experience, the age of the accounts receivable balances, current economic conditions reasonable and supportable forecasts and other factors that may affect our customers’ ability to pay. The allowance for doubtful accounts and authorized credits was $74 million and $136 million as of December 31, 2021 and December 31, 2020, respectively. As of December 31, 2021, we reported allowances for doubtful accounts of $42 million reflecting a decrease of $55 million, net of write-offs of $134 million for the year ended December 31, 2021.

Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period. Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following reporting period. The amount of revenue recognized during the year ended December 31, 2021 that was included in the deferred revenue balance at the beginning of the period was $47 million. The amount of revenue recognized during the year ended December 31, 2020 that was included in the deferred revenue balance at the beginning of the period was $64 million.

Cash, cash equivalents and restricted cash

			December 31,
2021						2020
(In millions)
Cash and cash equivalents			$	1,379					$	1,101
Customer accounts			5						—
Restricted cash included in short-term investments			22						137
Cash, cash equivalents and restricted cash			$	1,406					$	1,238

Customer accounts and funds receivable

			December 31,
			2021						2020
			(In millions)
Cash and cash equivalents			$	5					$	—
Funds receivable			676						290
Customer accounts and funds receivable			$	681					$	290

Other Current Assets

			December 31,
2021						2020
(In millions)
Payment processor advances			$	453					$	363
Prepaid expenses			114						109
Other			442						308
Other current assets			$	1,009					$	780

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property and Equipment, Net

			December 31,
2021						2020
(In millions)
Computer equipment and software			$	4,747					$	4,585
Land and buildings, including building improvements			779						744
Leasehold improvements			356						320
Furniture and fixtures			140						141
Construction in progress and other			77						155
Property and equipment, gross			6,099						5,945
Accumulated depreciation			(4,863)						(4,653)
Property and equipment, net			$	1,236					$	1,292

Total depreciation expense on our property and equipment for the years ended December 31, 2021, 2020 and 2019 totaled $485 million, $560 million and $572 million, respectively.

Accrued Expenses and Other Current Liabilities

			December 31,
2021						2020
(In millions)
Compensation and related benefits			$	517					$	523
Sales and use tax and VAT accruals			396						323
Advertising accruals			172						207
Operating lease liabilities			150						153
Other			613						561
Accrued expenses and other current liabilities			$	1,848					$	1,767

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 10 — Debt

The following table summarizes the carrying value of our outstanding debt (in millions, except percentages):

						Coupon						As of						Effective						As of						Effective
						Rate						December 31, 2021						Interest Rate						December 31, 2020						Interest Rate
Long-Term Debt
Floating Rate Notes:
Senior notes due 2023						LIBOR plus 0.87%						$	400					1.100		%				$	400					1.187		%
Fixed Rate Notes:
Senior notes due 2022						3.800		%				750						3.989		%				750						3.989		%
Senior notes due 2022						2.600		%				605						2.678		%				1,000						2.678		%
Senior notes due 2023						2.750		%				750						2.866		%				750						2.866		%
Senior notes due 2024						3.450		%				750						3.531		%				750						3.531		%
Senior notes due 2025						1.900		%				800						1.803		%				800						1.803		%
Senior notes due 2026						1.400		%				750						1.252		%				—						—		%
Senior notes due 2027						3.600		%				850						3.689		%				850						3.689		%
Senior notes due 2030						2.700		%				950						2.623		%				950						2.623		%
Senior notes due 2031						2.600		%				750						2.186		%				—						—		%
Senior notes due 2042						4.000		%				750						4.114		%				750						4.114		%
Senior notes due 2051						3.650		%				1,000						2.517		%				—						—		%
Senior notes due 2056						6.000		%				—						—		%				750						6.547		%
Total senior notes												9,105												7,750
Hedge accounting fair value adjustments (1)												7												10
Unamortized premium/(discount) and debt issuance costs												(30)												(20)
Less: Current portion of long-term debt												(1,355)												—
Total long-term debt												7,727												7,740
Short-Term Debt
Current portion of long-term debt												1,355												—
Other short-term borrowings												—												6
Total short-term debt												1,355												6
Total Debt												$	9,082											$	7,746

(1) Includes the fair value adjustments to debt associated with terminated interest rate swaps which are being recorded as a reduction to interest expense over the remaining term of the related notes.

Senior Notes

Effective March 1, 2021, the company redeemed the $750 million aggregate principal amount of the 6.000% senior notes due 2056. Total cash consideration paid was $750 million, as the redemption price was equal to 100% of the principal amount. In addition, we paid accrued and unpaid interest on the principal amount.

In March 2021, we settled cash tender offers with holders of approximately 39% of the total outstanding $1 billion aggregate principal amount of the 2.600% senior fixed rate notes due 2022. Total cash consideration paid for these purchases was $405 million and the carrying amount of the notes was $395 million, resulting in a loss on extinguishment of $10 million (including immaterial fees and other costs associated with the tender), which was recorded in interest and other, net in our consolidated statement of income. In addition, we paid any accrued interest on the tendered notes up to, but not including the date of settlement.

In May 2021, we issued senior notes, in an aggregate principal amount of $2.5 billion, 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In March 2020, we issued $500 million of 1.900% fixed rate notes due 2025 and $500 million of 2.700% fixed rate notes due 2030. In June 2020, we issued $300 million of additional 1.900% fixed rate notes due 2025 and $450 million of additional 2.700% fixed rate notes due 2030.

We used a portion of these proceeds to complete a tender offer to purchase any and all of the $750 million aggregate principal amount of our 2.875% senior fixed rate notes due in 2021 for aggregate cash consideration paid of $771 million. The loss on extinguishment of $10 million (including an immaterial amount of fees and other costs associated with the tender) and the premium of $11 million were recorded in interest and other, net in our consolidated statement of income. In addition, we paid accrued interest up to the settlement date.

In June 2020, $500 million of our 2.150% senior fixed rate notes matured and were repaid.

In July 2020, we exercised our option to redeem in whole the 3.250% senior fixed rate notes due in 2020 at a price equal to 100% of the principal amount of $500 million, plus accrued interest.

In 2019, $400 million of floating rate notes and $1.15 billion of 2.200% fixed rate notes matured and were repaid.

None of the floating rate notes are redeemable prior to maturity. We may redeem some or all of the other fixed rate notes of each series at any time and from time to time prior to their maturity, generally at a make-whole redemption price, plus accrued and unpaid interest.

If a change of control triggering event (as defined in the applicable senior notes) occurs with respect to the 3.800% fixed rate notes due 2022, the floating rate notes due 2023, the 2.750% fixed rate notes due 2023, the 1.900% fixed rate notes due 2025, the 1.400% fixed rate notes due 2026, the 3.600% fixed rate notes due 2027, the 2.700% fixed rate notes due 2030, the 2.600% fixed rate notes due 2031 or the 3.650% fixed rate notes due 2051, we must, subject to certain exceptions, offer to repurchase all of the notes of the applicable series at a price equal to 101% of the principal amount, plus accrued and unpaid interest.

The indenture pursuant to which the senior notes were issued includes customary covenants that, among other things and subject to exceptions, limit our ability to incur, assume or guarantee debt secured by liens on specified assets or enter into sale and lease-back transactions with respect to specified properties, and also includes customary events of default with customary grace periods in certain circumstances, including payment defaults and bankruptcy-related defaults.

To help achieve our interest rate risk management objectives, during the second quarter of 2020, we entered into interest rate swap agreements that effectively converted $400 million of our LIBOR-based floating-rate debt to a fixed-rate basis. These swaps were designated as cash flow hedges and have maturity dates in 2023.

The effective interest rates for our senior notes include the interest payable, the amortization of debt issuance costs and the amortization of any original issue discount and premium on these senior notes. Interest on these senior notes is payable either quarterly or semiannually. Interest expense associated with these senior notes, including amortization of debt issuance costs, during the years ended December 31, 2021, 2020 and 2019 was approximately $257 million, $284 million and $301 million, respectively. As of December 31, 2021 and 2020, the estimated fair value of these senior notes, using Level 2 inputs, was approximately $9.5 billion and $8.3 billion, respectively.

Commercial Paper

We have a commercial paper program pursuant to which we may issue commercial paper notes in an aggregate principal amount at maturity of up to $1.5 billion outstanding at any time with maturities of up to 397 days from the date of issue. As of December 31, 2021 and 2020, there were no commercial paper notes outstanding.

Credit Agreement

In March 2020, we entered into a credit agreement that provides for an unsecured $2 billion five-year credit facility. We may also, subject to the agreement of the applicable lenders, increase commitments under the revolving

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

credit facility by up to $1 billion. Funds borrowed under the credit agreement may be used for working capital, capital expenditures, acquisitions and other general corporate purposes. The credit agreement replaced our prior $2 billion unsecured revolving credit agreement dated November 2015, which was terminated effective March 2020.

As of December 31, 2021, no borrowings were outstanding under our $2 billion credit agreement. However, as described above, we have an up to $1.5 billion commercial paper program and are required to maintain available borrowing capacity under our credit agreement in order to repay commercial paper borrowings in the event we are unable to repay those borrowings from other sources when they become due, in an aggregate amount of $1.5 billion. As of December 31, 2021, no borrowings were outstanding under our commercial paper program; therefore, $2 billion of borrowing capacity was available for other purposes permitted by the credit agreement, subject to customary conditions to borrowing. The credit agreement includes a covenant limiting our consolidated leverage ratio to no more than 4.0:1.0, subject to, upon the occurrence of a qualified material acquisition, if so elected by us, a step-up to 4.5:1.0 for the four fiscal quarters completed following such qualified material acquisition. The credit agreement includes customary events of default, with corresponding grace periods in certain circumstances, including payment defaults, cross-defaults and bankruptcy-related defaults. In addition, the credit agreement contains customary affirmative and negative covenants, including restrictions regarding the incurrence of liens and subsidiary indebtedness, in each case, subject to customary exceptions. The credit agreement also contains customary representations and warranties.

We were in compliance with all financial covenants in our outstanding debt instruments for the period ended December 31, 2021.

Future Maturities

The following table presents expected future principal maturities as of the date indicated (in millions):

			December 31, 2021
Fiscal Years:
2022			$	1,355
2023			1,150
2024			750
2025			800
2026			750
Thereafter			4,300
Total future maturities			$	9,105

In February 2022, the company redeemed the $750 million aggregate principal amount of the 3.800% senior notes due March 2022. Total cash consideration paid was $750 million, as the redemption price was equal to 100% of the principal amount. In addition, we paid accrued and unpaid interest on the principal amount.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 11 — Leases

We have operating leases for office space, data centers and other corporate assets that we utilize under lease arrangements.

The following table presents a summary of leases by balance sheet location as of the dates indicated (in millions):

									December 31,
			Balance Sheet Location						2021						2020
Assets
Operating			Operating lease right-of-use (“ROU”) assets						$	289					$	430
Liabilities
Operating - current			Accrued expenses and other current liabilities						$	150					$	153
Operating - noncurrent			Operating lease liabilities						200						316
Total lease liabilities									$	350					$	469

The following table presents components of lease expense for the periods indicated (in millions):

									Year Ended December 31,
			Statement of Income Location						2021						2020						2019
Operating lease costs (1)			Cost of net revenues, Sales and marketing, Product development and General and administrative expenses						$	178					$	160					$	168

(1)Includes variable lease payments and sublease income that were immaterial for the years ended December 31, 2021, 2020 and 2019.

The following table presents the maturity of lease liabilities under our non-cancelable operating leases as of the date indicated (in millions):

			December 31, 2021
2022			$	156
2023			110
2024			38
2025			27
2026			14
Thereafter			21
Total lease payments			366
Less interest			(16)
Present value of lease liabilities			$	350

Rent expense for the years ended December 31, 2021, 2020 and 2019 totaled $192 million, $176 million and $179 million, respectively. Rent expense includes operating lease costs as well as expense for non-lease components such as common area maintenance.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents supplemental information related to our leases included in the consolidated balance sheet as of the dates indicated:

						December 31,
						2021						2020
Weighted average remaining lease term
Operating leases						3.11 years						3.74 years
Weighted average discount rate
Operating leases						2.06		%				2.04		%

The following table presents supplemental information related to our leases for the periods indicated (in millions):

						Year Ended December 31,
						2021						2020						2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases						$	165					$	145					$	152
ROU assets obtained in exchange for new lease obligations:
Operating leases						$	38					$	84					$	87

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 12 — Commitments and Contingencies

Off-Balance Sheet Arrangements

As of December 31, 2021, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

We have a cash pooling arrangement with a financial institution for cash management purposes. This arrangement allows for cash withdrawals from the financial institution based upon our aggregate operating cash balances held within the same financial institution (“Aggregate Cash Deposits”). This arrangement also allows us to withdraw amounts exceeding the Aggregate Cash Deposits up to an agreed-upon limit. The net balance of the withdrawals and the Aggregate Cash Deposits are used by the financial institution as a basis for calculating our net interest expense or income under the arrangement. As of December 31, 2021, we had a total of $3.7 billion in aggregate cash deposits, partially offset by $3.5 billion in cash withdrawals, held within the financial institution under the cash pooling arrangement.

Litigation and Other Legal Matters

Overview

We are involved in legal and regulatory proceedings on an ongoing basis. Many of these proceedings are in early stages and may seek an indeterminate amount of damages. If we believe that a loss arising from such matters is probable and can be reasonably estimated, we accrue the estimated liability in our financial statements. If only a range of estimated losses can be determined, we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. For those proceedings in which an unfavorable outcome is reasonably possible but not probable, we have disclosed an estimate of the reasonably possible loss or range of losses or we have concluded that an estimate of the reasonably possible loss or range of losses arising directly from the proceeding (i.e., monetary damages or amounts paid in judgment or settlement) is not material. If we cannot estimate the probable or reasonably possible loss or range of losses arising from a proceeding, we have disclosed that fact. In assessing the materiality of a proceeding, we evaluate, among other factors, the amount of monetary damages claimed, as well as the potential impact of non-monetary remedies sought by plaintiffs (e.g., injunctive relief) that may require us to change our business practices in a manner that could have a material adverse impact on our business. With respect to the matters disclosed in this Overview, we are unable to estimate the possible loss or range of losses that could potentially result from the application of such non-monetary remedies.

Amounts accrued for legal and regulatory proceedings for which we believe a loss is probable were not material for the year ended December 31, 2021. We have concluded, based on currently available information, that reasonably possible losses arising directly from the proceedings (i.e., monetary damages or amounts paid in judgment or settlement) in excess of our recorded accruals are also not material. However, legal and regulatory proceedings are inherently unpredictable and subject to significant uncertainties. If one or more matters were resolved against us in a reporting period for amounts in excess of management’s expectations, the impact on our operating results or financial condition for that reporting period could be material. Legal fees are expensed as incurred.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

General Matters

Third parties have from time to time claimed, and others may claim in the future, that we have infringed their intellectual property rights. We are subject to patent disputes, and expect that we could be subject to additional patent infringement claims involving various aspects of our business as our products and services continue to expand in scope and complexity. Such claims may be brought directly or indirectly against us and/or against our customers (who may be entitled to contractual indemnification under their contracts with us), and we are subject to increased exposure to such claims as a result of our acquisitions and divestitures and in cases where we are entering new lines of business. We have in the past been forced to litigate such claims. We may also become more vulnerable to third-party claims as laws such as the Digital Millennium Copyright Act, the Lanham Act and the Communications Decency Act are interpreted by the courts, and as we expand the scope of our business (both in terms of the range of products and services that we offer and our geographical operations) and become subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries like ourselves are either unclear or less favorable. We believe that additional lawsuits alleging that we have violated patent, copyright or trademark laws will be filed against us. Intellectual property claims, whether meritorious or not, are time consuming and costly to defend and resolve, could require expensive changes in our methods of doing business or could require us to enter into costly royalty or licensing agreements on unfavorable terms.

From time to time, we are involved in other disputes or regulatory inquiries that arise in the ordinary course of business, including suits by our users (individually or as class actions) alleging, among other things, improper disclosure of our prices, rules or policies, that our practices, prices, rules, policies or customer/user agreements violate applicable law or that we have acted unfairly and/or not acted in conformity with such practices, prices, rules, policies or agreements. Further, the number and significance of these disputes and inquiries are increasing as the political and regulatory landscape changes and, as we have grown larger, our businesses have expanded in scope (both in terms of the range of products and services that we offer and our geographical operations) and our products and services have increased in complexity. Any claims or regulatory actions against us, whether meritorious or not, could be time consuming, result in costly litigation, damage awards (including statutory damages for certain causes of action in certain jurisdictions), injunctive relief or increased costs of doing business through adverse judgment or settlement, require us to change our business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources or otherwise harm our business.

From time to time, the Company receives subpoenas or requests for information from various government agencies, typically for potential misconduct by sellers on the Company’s Marketplace platforms. More recently, the Company has received subpoenas or requests for information from government agencies related to potential liability of the Company for products sold by sellers on the Marketplace platforms. The Company generally responds to government subpoenas and requests in the ordinary course of business and in a cooperative, thorough and timely manner. These responses sometimes require time and effort and can result in considerable costs being incurred by the Company.

In this regard, the Company has responded to inquiries from the U.S. Department of Justice regarding products sold on the 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 the Company is found to be liable for such activities on the Marketplace, it could be subject to monetary damages, changes in our business practices, or other remedies that could have a material adverse impact on our business. At this time, we are unable to estimate the possible loss because the matters are still under investigation and involve novel legal questions relevant to the Company’s potential liability. Given the uncertainties involved, the ultimate resolution of these matters may be material to our operating results for a particular period, depending on, among other factors, the size of the loss or liability imposed and the level of our net income or loss for that period.

Indemnification Provisions

We entered into a separation and distribution agreement and various other agreements with PayPal to govern the separation and relationship of the two companies. These agreements provide for specific indemnity and liability obligations and could lead to disputes between us and PayPal, which may be significant. In addition, the indemnity rights we have against PayPal under the agreements may not be sufficient to protect us and our indemnity obligations to PayPal may be significant.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In addition, we have entered into indemnification agreements with each of our directors, executive officers and certain other officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with us.

In the ordinary course of business, we have included limited indemnification provisions in certain of our agreements with parties with which we have commercial relations, including our standard marketing, promotions and application programming interface license agreements. Under these contracts, we generally indemnify, hold harmless and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party in connection with claims by a third party with respect to our domain names, trademarks, logos and other branding elements to the extent that such marks are applicable to our performance under the subject agreement. In certain cases, we have agreed to provide indemnification for intellectual property infringement. It is not possible to determine the maximum potential loss under these indemnification provisions due to our limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in our consolidated statement of income in connection with our indemnification provisions have not been significant, either individually or collectively.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 13 — Stockholders’ Equity

Preferred Stock

We are authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series; to establish the number of shares included within each series; to fix the rights, preferences and privileges of the shares of each wholly unissued series and any related qualifications, limitations or restrictions; and to increase or decrease the number of shares of any series (but not below the number of shares of a series then outstanding) without any further vote or action by our stockholders. As of December 31, 2021 and 2020, there were 10 million shares of $0.001 par value preferred stock authorized for issuance, and no shares issued or outstanding.

Common Stock

Our Amended and Restated Certificate of Incorporation authorizes us to issue 3.6 billion shares of common stock.

Stock Repurchase Programs

Our stock repurchase programs are intended to programmatically offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, to make opportunistic and programmatic repurchases of our common stock to reduce our outstanding share count. Any share repurchases under our stock repurchase programs may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means at times and in such amounts as management deems appropriate and will be funded from our working capital or other financing alternatives. Our stock repurchase programs may be limited or terminated at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash.

In January 2019, our Board authorized a $4.0 billion stock repurchase program, in January 2020 our Board authorized an additional $5.0 billion stock repurchase program, in February 2021 our Board authorized an additional $4.0 billion stock repurchase program and in August 2021 our Board authorized an additional $3.0 billion stock repurchase program. These stock repurchase programs have no expiration from the date of authorization.

In February 2022, our Board authorized an additional $4.0 billion stock repurchase program, with no expiration from the date of authorization.

On October 29, 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, which were recorded as a $2,125 million increase to treasury 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, which were recorded as a $187.5 million increase to treasury stock. The remaining $187.5 million was evaluated as an unsettled forward contract indexed to our own stock, classified within stockholders’ equity.

Subsequent to December 31, 2021, the 2021 ASR Agreement with the remaining 2021 ASR Counterparty settled and resulted in a delivery of approximately 3.3 million additional shares of our common stock. The related forward contract was settled and recorded as a $187.5 million increase to treasury stock. In total under the 2021 ASR Agreements, approximately 36.0 million shares were repurchased at an average price per share of $69.43.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On February 13, 2020, we entered into accelerated share repurchase agreements (the “2020 ASR Agreements”) with three financial institutions (each a “2020 ASR Counterparty”), as part of our share repurchase program. Under the 2020 ASR Agreements, we paid an aggregate amount of $3.0 billion to the 2020 ASR Counterparties and received an initial delivery of approximately 69 million shares of our common stock, which shares were recorded as a $2.55 billion increase to treasury stock. The remaining $450 million was evaluated as an unsettled forward contract indexed to our own stock, classified within stockholders’ equity. In July 2020, the 2020 ASR Agreements settled and resulted in approximately 74 million shares repurchased at an average price per share of $40.77 and the forward contract was settled and recorded as an increase to treasury stock.

The stock repurchase activity under our stock repurchase programs during 2021 was as follows (in millions, except per share amounts):

			Shares Repurchased (1)						Average Price per Share (2)						Value of Shares Repurchased (2)						Remaining Amount Authorized
Balance as of January 1, 2021																					$	2,033
Authorization of additional plan in February 2021																					4,000
Authorization of additional plan in August 2021																					3,000
Repurchase of shares of common stock			67						$	67.86					$	4,542					(4,542)
Accelerated share repurchases (3)			33												$	2,312					$	(2,312)
Unsettled forward contract for share repurchase			—												$	188					$	(188)
Balance as of December 31, 2021																					$	1,991

(1)These repurchased shares of common stock were recorded as treasury stock and were accounted for under the cost method. None of the repurchased shares of common stock have been retired.

(2)Excludes broker commissions.

(3)As indicated above, 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 29.3 million shares of our common stock. In December 2021, we settled a 2021 ASR Agreement with one of the 2021 ASR Counterparties and received 3.4 million additional shares. In January 2022, the 2021 ASR Agreement with the remaining ASR Counterparty settled and resulted in delivery of approximately 3.3 million additional shares.

Dividends

The company paid a total of $466 million, $447 million and $473 million in cash dividends during the years ended December 31, 2021, 2020 and 2019, respectively. In February 2022, we declared a cash dividend of $0.22 per share of common stock to be paid on March 18, 2022 to stockholders of record as of March 10, 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 14 — Employee Benefit Plans

Equity Incentive Plans

We have equity incentive plans under which we grant equity awards, including stock options, restricted stock units (“RSUs”), performance-based restricted stock units (“PBRSUs”), stock payment awards, performance share units and total shareholder return performance share units (“TSR PSUs”), to our directors, officers and employees. As of December 31, 2021, 755 million shares were authorized under our equity incentive plans and 40 million shares were available for future grant.

RSU awards granted to eligible employees under our equity incentive plans generally vest in annual or quarterly installments over a period of three to five years, are subject to the employees’ continuing service to us and do not have an expiration date.

In 2021, 2020 and 2019, certain executives were eligible to receive PBRSUs. PBRSU awards are subject to performance and time-based vesting requirements. The target number of shares subject to the PBRSU award are adjusted based on our business performance measured against the performance goals approved by the Compensation and Human Capital Committee at the beginning of the performance period. Generally, if the performance criteria are satisfied, one-half of the award vests in March following the end of the performance period and the other half of the award vests in March of the following year.

During 2020, our Chief Executive Officer was granted TSR PSUs with performance and time-based vesting requirements. The number of stock units ultimately received will depend on our total shareholder return relative to that of the S&P 500 index over two and three year measurement periods. The target number of shares will be divided into two tranches, with each tranche corresponding to 50% of the target shares. The first tranche will vest in full on the second anniversary of the grant date and second tranche will vest on the third anniversary of the grant date.

Deferred Stock Units

Prior to December 31, 2016, we granted deferred stock units to each non-employee director (other than Mr. Omidyar) at the time of our annual meeting of stockholders and to new non-employee directors upon their election to the Board. Each deferred stock unit award granted to a new non-employee director upon election to the Board vests 25% one year from the date of grant, and at a rate of 2.08% per month thereafter. In addition, directors were permitted to elect to receive, in lieu of annual retainer and committee chair fees and at the time these fees would otherwise be payable, fully vested deferred stock units with an initial value equal to the amount based on the fair market value of common stock at the date of grant. Following termination of a non-employee director’s service on the Board, deferred stock units granted prior to August 1, 2013 are payable in stock or cash (at our election), while deferred stock units granted on or after August 1, 2013 are payable solely in stock. As of December 31, 2021, there were approximately 109,993 deferred stock units outstanding, which are included in our restricted stock unit activity below. As of December 31, 2016, we no longer grant deferred stock units.

Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan (“ESPP”) for all eligible employees. Under the plan, shares of our common stock may be purchased over an offering period with a maximum duration of two years at 85% of the lower of the fair market value on the first day of the applicable offering period or on the last day of the six-month purchase period. Employees may purchase shares having a value not exceeding 10% of their eligible compensation during an offering period. During 2021, 2020 and 2019, employees purchased approximately 2 million, 3 million and 3 million shares under this plan at average prices of $38.93, $25.93 and $25.24 per share, respectively. As of December 31, 2021, approximately 3 million shares of common stock were reserved for future issuance.

Stock Option Activity

No stock options were granted in 2021, 2020 and 2019.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During 2021, 2020 and 2019, the aggregate intrinsic value of options exercised under our equity incentive plans was $2 million, $15 million and $20 million, respectively, determined as of the date of option exercise.

Restricted Stock Unit Activity

The following table presents RSU activity (including PBRSUs that have been earned) under our equity incentive plans as of and for the year ended December 31, 2021 (in millions, except per share amounts):

			Units						Weighted Average Grant-Date Fair Value (per share)
Outstanding as of January 1, 2021			25						$	35.85
Awarded and assumed			12						$	63.98
Vested			(11)						$	39.93
Forfeited			(6)						$	40.56
Outstanding as of December 31, 2021			20						$	48.73
Expected to vest as of December 31, 2021			17

During 2021, 2020 and 2019, the aggregate intrinsic value of RSUs vested under our equity incentive plans was $697 million, $552 million and $609 million, respectively.

Stock-Based Compensation Expense

The following table presents stock-based compensation expense from continuing operations for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020						2019
Cost of net revenues			$	47					$	40					$	44
Sales and marketing			83						85						69
Product development			196						154						164
General and administrative			151						138						138
Total stock-based compensation expense			$	477					$	417					$	415
Capitalized in product development			$	12					$	14					$	14

As of December 31, 2021, there was approximately $735 million of unearned stock-based compensation that will be expensed from 2022 through 2026. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel all or a portion of the remaining unearned stock-based compensation expense. Future unearned stock-based compensation will increase to the extent we grant additional equity awards, change the mix of grants between stock options and restricted stock units or assume unvested equity awards in connection with acquisitions.

Employee Savings Plans

We have a defined contribution plan, which is qualified under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their eligible compensation, but not more than statutory limits. During the years ended December 31, 2021, 2020 and 2019, we contributed one dollar for each dollar a participant contributed, with a maximum contribution of 4% of each employee’s eligible compensation, subject to a maximum employer contribution of $11,600, $11,400 and $11,200 per employee for each period, respectively. Our non-U.S. employees are covered by various other savings plans. Total expense for these plans was $54 million, $46 million and $45 million for the years ended December 31, 2021, 2020 and 2019, respectively.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 15 — Income Taxes

The following table presents the components of income from continuing operations before taxes for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020						2019
United States			$	1,608					$	1,167					$	179
International			(1,210)						2,178						1,473
			$	398					$	3,345					$	1,652

The following table summarizes the income tax provision (benefit) for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020						2019
Current:
Federal			$	472					$	266					$	48
State and local			128						87						23
Foreign			228						91						149
			$	828					$	444					$	220
Deferred:
Federal			$	(755)					$	(73)					$	(159)
State and local			(125)						(8)						(44)
Foreign			198						495						202
			(682)						414						(1)
			$	146					$	858					$	219

The following table presents a reconciliation of the difference between the actual provision for income taxes and the provision computed by applying the federal statutory rate of 21% to income before income taxes for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020						2019
Provision at statutory rate			$	84					$	703					$	347
Foreign income taxed at different rates			19						19						13
Other taxes on foreign operations			89						19						(19)
Stock-based compensation			(26)						(4)						(4)
State taxes, net of federal benefit			3						80						(24)
Research and other tax credits			(39)						(28)						(29)
Impact of tax rate change			(3)						43						(21)
Effective settlement of audits			—						—						(69)
Non-deductible executive compensation			10						9						10
Other			9						17						15
			$	146					$	858					$	219

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to be reversed. The following table summarizes significant deferred tax assets and liabilities as of the dates indicated (in millions):

			As of December 31,
			2021						2020
Deferred tax assets:
Net operating loss, capital loss and credits			$	191					$	173
Accruals and allowances			356						390
Stock-based compensation			12						10
Amortizable tax basis in intangibles			3,174						3,471
Net deferred tax assets			3,733						4,044
Valuation allowance			(136)						(149)
			3,597						3,895
Deferred tax liabilities:
Outside basis differences			(3,136)						(2,165)
Acquisition-related intangibles			(37)						(36)
Depreciation and amortization			(202)						(219)
Net unrealized gain on investments			(84)						(307)
			(3,459)						(2,727)
			$	138					$	1,168

As of December 31, 2021, our federal, state and foreign net operating loss carryforwards for income tax purposes were approximately $13 million, $43 million and $248 million, respectively. The federal and state net operating loss carryforwards are subject to various limitations under Section 382 of the Internal Revenue Code and applicable state tax laws. If not utilized, the federal and state net operating loss carryforwards will begin to expire in 2024 and 2023, respectively. The carryforward periods on our foreign net operating loss carryforwards are as follows: $5 million do not expire and $243 million are subject to valuation allowance and begin to expire in 2027. As of December 31, 2021, state tax credit carryforwards for income tax purposes were approximately $175 million. Most of the state tax credits carry forward indefinitely.

As of December 31, 2021 and 2020, we maintained a valuation allowance with respect to certain of our deferred tax assets relating primarily to operating losses in certain non-U.S. jurisdictions and certain state tax credits that we believe are not likely to be realized.

We have recognized the tax consequences of all foreign unremitted earnings and management has no specific plans to indefinitely reinvest the unremitted earnings of our foreign subsidiaries as of the balance sheet date. Accordingly, as of December 31, 2021 and 2020, $697 million and $791 million, respectively, of our liability for deemed repatriation of foreign earnings was included in other liabilities on our consolidated balance sheet. We have not provided for deferred taxes on outside basis differences in our investments in our foreign subsidiaries that are unrelated to unremitted earnings. These basis differences will be indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of our outside basis difference is not practicable.

In connection with the transfer of our Classifieds business on June 24, 2021 we recorded $2.1 billion of income tax expense as part of income from discontinued operations, of which $1.7 billion was a deferred tax liability for the outside basis difference related to our receipt of Adevinta shares. Through the remainder of 2021, the deferred tax liability has decreased with the change in fair value of the Adevinta investment, which has been recorded in income from continuing operations following the transaction close date through December 31, 2021.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents changes in unrecognized tax benefits for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020						2019
Gross amounts of unrecognized tax benefits as of the beginning of the period			$	420					$	387					$	544
Increases related to prior period tax positions			6						30						37
Decreases related to prior period tax positions			(5)						(15)						(114)
Increases related to current period tax positions			42						39						28
Settlements			(2)						(21)						(108)
Gross amounts of unrecognized tax benefits as of the end of the period			$	461					$	420					$	387

As of December 31, 2021, gross amounts of unrecognized tax benefits of $461 million included $50 million of unrecognized tax benefits indemnified by PayPal. As of December 31, 2020, gross amounts of unrecognized tax benefits of $420 million included $50 million of unrecognized tax benefits indemnified by PayPal. If total unrecognized tax benefits were realized in a future period, it would result in a tax benefit of $318 million. Of this amount, approximately $46 million of unrecognized tax benefit is indemnified by PayPal and a corresponding receivable would be reduced upon a future realization. As of December 31, 2021, our liabilities for unrecognized tax benefits were included in other liabilities on our consolidated balance sheet.

We recognize interest and/or penalties related to uncertain tax positions in income tax expense. In 2021 and 2020, tax benefits of $6 million and $10 million, respectively, were included in tax expense for interest and penalties. The amount of interest and penalties accrued as of December 31, 2021 and 2020 was approximately $46 million and $39 million, respectively.

We are subject to both direct and indirect taxation in the U.S. and various states and foreign jurisdictions. We are under examination by certain tax authorities for the 2010 to 2020 tax years. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these or other examinations. The material jurisdictions where we are subject to potential examination by tax authorities for tax years after 2009 include, among others, the U.S. (Federal and California), Germany, Israel, Singapore, Switzerland and the United Kingdom.

Although the timing of the resolution and/or closure of audits is highly uncertain, it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. However, given the number of years remaining subject to examination and the number of matters being examined, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 16 — Gain (Loss) on Equity Investments and Warrant, Net and Interest and Other, Net

The following table presents components of gain (loss) on equity investments and warrant, net for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020						2019
Change in fair value of equity investment in Adevinta			$	(3,070)					$	—					$	—
Gain (loss) on sale of shares in Adevinta (1)			9						—						—
Change in fair value of warrant			354						770						133
Change in fair value of equity investment in Adyen			(10)						—						—
Change in fair value of equity investment in KakaoBank			403						239						—
Gain (loss) on sale of shares in KakaoBank			83						—						—
Impairment of equity investment in Paytm Mall			(160)						—						—
Gain (loss) on other investments (2)			26						(2)						—
Total gain (loss) on equity investments and warrant, net			$	(2,365)					$	1,007					$	133

(1)Gain (loss) on sale of shares in Adevinta included an $88 million gain recognized on the sale of the shares offset by a $79 million loss from the change in fair value of the shares sold through the date of sale.

(2)Gain (loss) on other investments primarily included: (i) in 2021, primarily a $41 million upward adjustment and a $10 million impairment recorded on equity investments without readily determinable fair values; (ii) in 2020, primarily a $40 million impairment recorded on an investment and a $37 million gain for the receipt of proceeds that were held in escrow related to a long-term investment that was sold in 2018.

The following table presents components of interest and other, net for the periods indicated (in millions):

			Year Ended December 31,
			2021						2020						2019
Interest income			$	19					$	38					$	112
Interest expense			(269)						(304)						(311)
Foreign exchange and other			90						(32)						(52)
Total interest and other, net			$	(160)					$	(298)					$	(251)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 17 — Accumulated Other Comprehensive Income

The following tables summarize the changes in AOCI for the periods indicated (in millions):

			Unrealized Gains (Losses) on Derivative Instruments						Unrealized Gains (Losses) on Investments						Foreign Currency Translation						Estimated Tax (Expense) Benefit						Total
Balance as of December 31, 2020			$	(85)					$	5					$	654					$	42					$	616
Other comprehensive income (loss) before reclassifications			91						(11)						(201)						(17)						(138)
Less: Amount of gain (loss) reclassified from AOCI			(59)						1						125						13						80
Net current period other comprehensive income (loss)			150						(12)						(326)						(30)						(218)
Balance as of December 31, 2021			$	65					$	(7)					$	328					$	12					$	398

			Unrealized Gains (Losses) on Derivative Instruments						Unrealized Gains (Losses) on Investments						Foreign Currency Translation						Estimated Tax (Expense) Benefit						Total
Balance as of December 31, 2019			$	(9)					$	5					$	363					$	25					$	384
Other comprehensive income (loss) before reclassifications			(61)						—						291						14						244
Less: Amount of gain (loss) reclassified from AOCI			15						—						—						(3)						12
Net current period other comprehensive income (loss)			(76)						—						291						17						232
Balance as of December 31, 2020			$	(85)					$	5					$	654					$	42					$	616

The following table summarizes reclassifications out of AOCI for periods indicated (in millions):

Details about AOCI Components						Affected Line Item in the Statement of Income						Amount of Gain (Loss) Reclassified from AOCI for the Year Ended December 31,
												2021						2020
Gains (losses) on cash flow hedges
Foreign exchange contracts						Net revenues						$	(65)					$	15
Foreign exchange contracts						Cost of net revenues						4						—
Interest rate contracts						Interest and other, net						2						—
						Total, from continuing operations before income taxes						(59)						15
						Income taxes						13						(3)
						Total, from continuing operations net of income taxes						(46)						12
Unrealized gains (losses) on investments						Interest and other, net						1						—
						Total, before income taxes						1						—
						Income taxes						—						—
						Total, net of income taxes						1						—
Foreign currency translation						Discontinued operations net of income taxes						125						—
Total reclassifications for the period						Total, net of income taxes						$	80					$	12

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 18 — Restructuring

The following table summarizes restructuring reserve activity during 2021 (in millions):

			Employee Severance and Benefits
Accrued liability as of January 1, 2021			$	—
Charges			35
Payments			(34)
Accrued liability as of December 31, 2021			$	1

During the first quarter of 2021, management approved plans that included the reduction in workforce and other exit costs. The reduction was substantially completed in the first quarter of 2021 and resulted in a pre-tax charge of $35 million.

During the first quarter of 2020 we substantially completed the reduction in workforce that was approved by management during the fourth quarter of 2019. We incurred pre-tax restructuring charges of approximately $7 million primarily during the first quarter of 2020 in connection with the action taken in the fourth quarter of 2019 and made payments of approximately $34 million during 2020.

During the first quarter of 2019, management approved a plan to drive operational improvement that included the reduction of workforce. The reduction was substantially completed in the first quarter of 2019 and resulted in pre-tax restructuring charges of approximately $39 million. During the fourth quarter of 2019, management approved a plan to drive operational improvement that included the reduction of workforce. We incurred a pre-tax charge of $25 million, which was primarily related to employee severance and benefits.

The restructuring charges incurred in 2021, 2020 and 2019 were included in general and administrative expenses in the consolidated statement of income.

Supplementary Data — Quarterly Financial Data — Unaudited

The following tables present certain unaudited consolidated quarterly financial information for each of the eight quarters in the two year period ended December 31, 2021. This quarterly information has been prepared on the same basis as the Consolidated Financial Statements and includes all adjustments necessary to state fairly the information for the periods presented. Our StubHub, Classifieds and Korea businesses are classified as discontinued operations.

Quarterly Financial Data

(Unaudited, in millions, except per share amounts)

			Quarter Ended
			March 31						June 30						September 30						December 31
2021
Net revenues			$	2,638					$	2,668					$	2,501					$	2,613
Gross profit			$	2,032					$	1,996					$	1,823					$	1,919
Income (loss) from continuing operations			$	568					$	294					$	283					$	(893)
Income (loss) from discontinued operations, net of income taxes			$	73					$	10,440					$	(19)					$	2,862
Net income (loss)			$	641					$	10,734					$	264					$	1,969
Income (loss) per share - basic:
Continuing operations			$	0.83					$	0.44					$	0.44					$	(1.47)
Discontinued operations			0.11						15.48						(0.03)						4.72
Net income (loss) per share - basic			$	0.94					$	15.92					$	0.41					$	3.25
Income (loss) per share - diluted:
Continuing operations			$	0.82					$	0.43					$	0.43					$	(1.47)
Discontinued operations			0.10						15.25						(0.03)						4.72
Net income (loss) per share - diluted			$	0.92					$	15.68					$	0.40					$	3.25
Weighted-average shares:
Basic			681						674						647						606
Diluted			693						685						658						606

			Quarter Ended
			March 31						June 30						September 30						December 31
2020
Net revenues			$	1,821					$	2,337					$	2,258					$	2,478
Gross profit			$	1,467					$	1,920					$	1,780					$	1,930
Income from continuing operations			$	421					$	689					$	605					$	772
Income (loss) from discontinued operations, net of income taxes			$	2,991					$	57					$	59					$	73
Net income (loss)			$	3,412					$	746					$	664					$	845
Income per share - basic:
Continuing operations			$	0.56					$	0.98					$	0.87					$	1.12
Discontinued operations			3.97						0.08						0.08						0.11
Net income (loss) per share - basic			$	4.53					$	1.06					$	0.95					$	1.23
Income (loss) per share - diluted:
Continuing operations			$	0.56					$	0.97					$	0.86					$	1.11
Discontinued operations			3.95						0.08						0.08						0.10
Net income (loss) per share - diluted			$	4.51					$	1.05					$	0.94					$	1.21
Weighted-average shares:
Basic			753						703						696						688
Diluted			757						711						708						697

eBay Inc.

FINANCIAL STATEMENT SCHEDULE

The Financial Statement Schedule II — VALUATION AND QUALIFYING ACCOUNTS for continuing operations as of and for the years ended December 31, 2021, 2020 and 2019.

			Balance at Beginning of Period						Charged/ Credited to Net Income						Charged to Other Account						Charges Utilized/ Write-offs						Balance at End of Period
			(In millions)
Allowances for Doubtful Accounts
Year Ended December 31, 2019			$	63					$	109					$	—					$	(91)					$	81
Year Ended December 31, 2020			$	81					$	132					$	—					$	(116)					$	97
Year Ended December 31, 2021			$	97					$	79					$	—					$	(134)					$	42
Allowance for Authorized Credits
Year Ended December 31, 2019			$	31					$	(3)					$	—					$	—					$	28
Year Ended December 31, 2020			$	28					$	11					$	—					$	—					$	39
Year Ended December 31, 2021			$	39					$	(8)					$	—					$	1					$	32
Allowance for Transaction Losses
Year Ended December 31, 2019			$	23					$	153					$	—					$	(153)					$	23
Year Ended December 31, 2020			$	23					$	198					$	—					$	(189)					$	32
Year Ended December 31, 2021			$	32					$	343					$	—					$	(287)					$	88
Tax Valuation Allowance
Year Ended December 31, 2019			$	62					$	42					$	(1)					$	(7)					$	96
Year Ended December 31, 2020			$	96					$	53					$	—					$	—					$	149
Year Ended December 31, 2021			$	149					$	6					$	(12)					$	(7)					$	136

INDEX TO EXHIBITS

No.						Exhibit Description						Filed or Furnished with this 10-K						Incorporated by Reference
									Form						File No.						Date Filed
2.01						Separation and Distribution Agreement by and between Registrant and PayPal Holdings, Inc. dated as of June 26, 2015.												8-K						000-24821						6/30/2015
2.02*						Stock Purchase Agreement, dated as of November 24, 2019 by and among eBay Inc., eBay International AG, PUG LLC, and solely for the purposes set forth therein, Pugnacious Endeavors, Inc.												8-K						001-37713						11/25/2019
2.03						Transaction Agreement, dated as of July 20, 2020 by and between eBay Inc., and Adevinta ASA.												8-K						001-37713						7/22/2020
2.04						Letter Agreement, dated as of October 16, 2020, amending Transaction Agreement, dated as of July 20, 2020, by and between eBay Inc., and Adevinta ASA.												10-K						001-37713						2/4/2021
2.05						Securities Purchase Agreement, dated as of June 30, 2021, by and among eBay Inc., eBay KTA (UK) Ltd., Emerald SPV Co., Ltd., and, solely for the purposes set forth therein, E-mart Inc.												8-K						001-37713						6/30/2021
2.06						Share Purchase Agreement, dated as of July 14, 2021, by and among eBay Inc., eBay International Management B.V. and Astinlux Finco S.à r.l.												10-Q						001-37713						10/28/2021
3.01						Registrant’s Amended and Restated Certificate of Incorporation.												10-Q						001-37713						7/18/2019
3.02						Registrant’s Amended and Restated Bylaws.												10-Q						001-37713						7/18/2019
4.01						Form of Specimen Certificate for Registrant’s Common Stock.												S-1						333-59097						8/19/1998
4.02						Indenture dated as of October 28, 2010 between Registrant and Wells Fargo Bank, National Association, as trustee.												8-K						000-24821						10/28/2010
4.03						Supplemental Indenture dated as of October 28, 2010 between Registrant and Wells Fargo Bank, National Association, as trustee.												8-K						000-24821						10/28/2010
4.05						Officer’s Certificate dated July 24, 2012.												8-K						000-24821						7/24/2012
4.06						Forms of 2.600% Note due 2022 and 4.000% Note due 2042 (included in Exhibit 4.05).												8-K						000-24821						7/24/2012
4.07						Officer’s Certificate dated July 28, 2014.												8-K						000-24821						7/28/2014
4.08						Form of 3.450% Note due 2024 (included in Exhibit 4.07).												8-K						000-24821						7/28/2014
4.09						Officer’s Certificate dated March 9, 2016.												8-K						001-37713						3/9/2016
4.10						Form of 3.800% Note due 2022 (included in Exhibit 4.09).												8-K						001-37713						3/9/2016
4.11						Officer’s Certificate dated June 6, 2017.												8-K						001-37713						6/6/2017
4.12						Form of Floating Rate Note due 2023, 2.150% Note due 2020, 2.750% Note due 2023 and 3.600% Note due 2027 (included in Exhibit 4.11).												8-K						001-37713						6/6/2017
4.13						Officer’s Certificate dated March 11, 2020.												8-K						001-37713						3/11/2020
4.14						Form of Note due 2025, 1.900% and Note due 2030, 2.700% (included in Exhibit 4.13).												8-K						001-37713						3/11/2020
4.15						Officer’s Certificate dated June 15, 2020.												8-K						001-37713						6/15/2020
4.16						Form of Note due 2025, 1.900% and Note due 2030, 2.700% (included in Exhibit 4.15).												8-K						001-37713						6/15/2020

No.						Exhibit Description						Filed or Furnished with this 10-K						Incorporated by Reference
									Form						File No.						Date Filed
4.17						Description of Securities.												10-K						001-37713						1/31/2020
4.18						Officers’ Certificate dated May 10, 2021 establishing the terms of the 1.400% Notes due 2026, 2.600% Notes due 2031 and the 3.650% Notes due 2051												8-K						001-37713						5/10/2021
4.19						Form of 1.400% Note Due 2026 (included in Exhibit 4.18)												8-K						001-37713						5/10/2021
4.20						Form of 2.600% Note Due 2031 (included in Exhibit 4.18)												8-K						001-37713						5/10/2021
4.21						Form of 3.650% Note Due 2051 (included in Exhibit 4.18)												8-K						001-37713						5/10/2021
10.01+						Form of Indemnity Agreement entered into by Registrant with each of its directors and executive officers.												S-1						333-59097						7/15/1998
10.02+						Registrant’s 2003 Deferred Stock Unit Plan, as amended.												10-K						000-24821						2/28/2007
10.03+						Amendment to Registrant’s 2003 Deferred Stock Unit Plan, effective April 2, 2012.												10-Q						000-24821						7/19/2012
10.04+						Form of Director Award Agreement under Registrant’s 2003 Deferred Stock Unit Plan.												10-Q						000-24821						7/19/2012
10.05+						Form of Electing Director Award Agreement under Registrant’s 2003 Deferred Stock Unit Plan.												10-Q						000-24821						7/19/2012
10.06+						Form of New Director Award Agreement under Registrant’s 2003 Deferred Stock Unit Plan.												10-Q						000-24821						7/19/2012
10.07+						Form of 2003 Deferred Stock Unit Plan Restricted Stock Unit Grant Notice and Agreement.												10-Q/A						000-24821						4/24/2008
10.08+						Registrant’s 2008 Equity Incentive Award Plan, as amended and restated.												8-K						001-37713						4/27/2016
10.09+						Form of Restricted Stock Unit Award Agreement under Registrant’s 2003 Deferred Stock Unit Plan and Registrant’s 2008 Equity Incentive Plan.												10-Q						000-24821						7/19/2012
10.10+						Form of Restricted Stock Unit Award Agreement (with Modified Vesting) under Registrant’s 2008 Equity Incentive Award Plan.												10-Q						000-24821						7/19/2012
10.11+						Form of Stock Option Agreement under Registrant’s 2008 Equity Incentive Award Plan.												10-Q						000-24821						7/19/2012
10.12+						Form of Stock Option Agreement (with Modified Vesting) under Registrant’s 2008 Equity Incentive Award Plan.												10-Q						000-24821						7/19/2012
10.13+						Form of Director Deferred Stock Unit Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.												10-Q						000-24821						7/19/2012
10.14+						Amended and Restated eBay Incentive Plan.												10-K						001-37713						2/4/2020
10.15+						eBay Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2022.						X
10.16+						eBay Inc. Employee Stock Purchase Plan.												DEF 14A						000-24821						3/19/2012
10.17						Credit Agreement, dated as of November 9, 2015, by and among Registrant, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.												8-K						000-24821						11/12/2015
10.18+						Form of New Director Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.												10-Q						000-24821						4/19/2013
10.19+						Form of Director Annual Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.												10-Q						000-24821						4/19/2013
10.20+						Form of Electing Director Quarterly Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.												10-Q						000-24821						4/19/2013
10.21+						Form of Global Stock Option Agreement under Registrant’s 2008 Equity Incentive Award Plan.												10-Q						000-24821						7/18/2014

No.						Exhibit Description						Filed or Furnished with this 10-K						Incorporated by Reference
									Form						File No.						Date Filed
10.22+						Form of Global Restricted Stock Unit Agreement (and Performance-Based Restricted Stock Unit Agreement) under Registrant’s 2008 Equity Incentive Award Plan.												10-Q						000-24821						7/18/2014
10.23+						Form of Performance Based Restricted Stock Unit Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.												10-Q						001-37713						4/27/2016
10.24+						Form of Stock Payment Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.												10-Q						001-37713						7/21/2016
10.25+						Form of Director Restricted Stock Unit Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.												10-Q						001-37713						7/21/2016
10.26+						Form of Performance Based Restricted Stock Unit Award Grant Notice and Performance Based Restricted Stock Unit Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.												10-K						001-37713						1/30/2019
10.27+						Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under Registrant’s 2008 Equity Incentive Award Plan.												10-K						001-37713						1/30/2019
10.28+						Notice Regarding Payment of Dividend Equivalents on Restricted Stock Units and Performance-Based Restricted Stock Units under Registrant’s 2008 Equity Incentive Award Plan.												10-K						001-37713						1/30/2019
10.29						Amendment dated June 30, 2016, to the Operating Agreement by and among Registrant, eBay International AG, PayPal Holdings, Inc., PayPal, Inc., PayPal Pte. Ltd. and PayPal Payments Pte. Holdings S.C.S.												10-Q						001-37713						7/21/2016
10.30						Operating Agreement, dated as of July 17, 2015, by and among Registrant, eBay International AG, PayPal Holdings, Inc., PayPal, Inc., PayPal Pte. Ltd. and PayPal Payments Pte. Holdings S.C.S.												8-K						000-24821						7/20/2015
10.31						Transition Services Agreement, dated as of July 17, 2015, by and between Registrant and PayPal Holdings, Inc.												8-K						000-24821						7/20/2015
10.32						Tax Matters Agreement, dated as of July 17, 2015, by and between Registrant and PayPal Holdings, Inc.												8-K						000-24821						7/20/2015
10.33						Employee Matters Agreement, dated as of July 17, 2015, by and between Registrant and PayPal Holdings, Inc.												8-K						000-24821						7/20/2015
10.34						Intellectual Property Matters Agreement, dated as of July 17, 2015, by and among Registrant, eBay International AG, PayPal Holdings, Inc., PayPal, Inc., PayPal Pte. Ltd. and PayPal Payments Pte. Holdings S.C.S.												8-K						000-24821						7/20/2015
10.35+						Letter dated September 30, 2014 from Registrant to Scott Schenkel.												10-Q						000-24821						7/21/2015
10.36+						Offer Letter dated April 2, 2015 between Registrant and Marie Oh Huber.												10-Q						001-37713						4/27/2016
10.37+						Offer Letter dated February 1, 2017, between Registrant and Wendy Jones.												10-Q						001-37713						7/18/2019
10.38+						Offer Letter dated July 3, 2018, between Registrant and Wendy Jones.												10-Q						001-37713						7/18/2019
10.39+						Letter Agreement between Scott Schenkel and eBay Inc., dated October 11, 2019.												8-K						001-37713						10/16/2019
10.40+						Letter Agreement between Andrew Cring and eBay Inc., dated October 11, 2019.												8-K						001-37713						10/16/2019
10.41						Credit Agreement, dated as of March 6, 2020, by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent and the other parties thereto.												8-K						001-37713						3/11/2020

No.						Exhibit Description						Filed or Furnished with this 10-K						Incorporated by Reference
									Form						File No.						Date Filed
10.42+						Offer Letter dated July 7, 2019 between Registrant and Peter Thompson.												10-Q						001-37713						4/30/2020
10.43+						Offer Letter dated May 1, 2015 between Registrant and Kristin Yetto.												10-Q						001-37713						4/30/2020
10.44+						Letter Agreement between Jamie Iannone and eBay Inc., dated April 12, 2020.												10-Q						001-37713						7/29/2020
10.45+						Letter Agreement between Scott Schenkel and eBay Inc., dated April 13, 2020.												10-Q						001-37713						7/29/2020
10.46+						Amended and Restated eBay Inc. SVP and Above Standard Severance Plan, effective April 11, 2020.												10-Q						001-37713						7/29/2020
10.47+						Amended and Restated eBay Inc. Change in Control Severance Plan, effective April 11, 2020.												10-Q						001-37713						7/29/2020
10.48+						Letter Agreement between Andy Cring and eBay Inc., dated July 1, 2020.												10-Q						001-37713						10/29/2020
10.49+						Offer Letter dated May 7, 2021 between Registrant and Stephen Priest												10-Q						001-37713						8/12/2021
21.01						List of Subsidiaries.						X
23.01						PricewaterhouseCoopers LLP consent.						X
24.01						Power of Attorney (see signature page).						X
31.01						Certification of Registrant’s Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.						X
31.02						Certification of Registrant’s Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.						X
32.01						Certification of Registrant’s Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.						X
32.02						Certification of Registrant’s Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.						X
101						The following materials from the Annual Report on Form 10-K of eBay Inc. for the year ended December 31, 2021, were formatted in Inline XBRL (Extensible Business Reporting Language): (i) eBay Inc. Consolidated Balance Sheets, (ii) eBay Inc. Consolidated Statements of Income, (iii) eBay Inc. Consolidated Statements of Comprehensive Income, (iv) eBay Inc. Consolidated Statements of Stockholders’ Equity and (v) eBay Inc. Consolidated Statements of Cash Flows. The instance document does not appear in the Interactive Data File because its XBRL tags are imbedded within the Inline XBRL document.						X
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).						X

• Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

+ Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 24, 2022.

			eBay Inc.
			By:			/s/ Jamie Iannone
						Jamie Iannone
						Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jamie Iannone, Steve Priest, Brian J. Doerger and Marie Oh Huber and each or any one of them, each with the power of substitution, his or her attorney-in-fact, to sign any amendments to this report, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 24, 2022.

Principal Executive Officer and Director:									Principal Financial Officer:
By:			/s/ Jamie Iannone						By:			/s/ Steve Priest
			Jamie Iannone									Steve Priest
			Chief Executive Officer									Chief Financial Officer
									Principal Accounting Officer:
									By:			/s/ Brian J. Doerger
												Brian J. Doerger
												Vice President, Chief Accounting Officer

Additional Directors

By:			/s/ Paul S. Pressler						By:			/s/ Anthony J. Bates
			Paul S. Pressler									Anthony J. Bates
			Chairman of the Board and Director									Director
By:			/s/ Adriane M. Brown						By:			/s/ Diana Farrell
			Adriane M. Brown									Diana Farrell
			Director									Director
By:			/s/ Logan D. Green						By:			/s/ Bonnie S. Hammer
			Logan D. Green									Bonnie S. Hammer
			Director									Director
By:			/s/ E. Carol Hayles						By:			/s/ Kathleen C. Mitic
			E. Carol Hayles									Kathleen C. Mitic
			Director									Director
By:			/s/ Matthew J. Murphy						By:			/s/ Mohak Shroff
			Matthew J. Murphy									Mohak Shroff
			Director									Director
By:			/s/ Robert H. Swan						By:			/s/ Perry M. Traquina
			Robert H. Swan									Perry M. Traquina
			Director									Director