eBay (EBAY) 10-K risk factor changes: FY2022 vs FY2021

- [removed: Development] [added: Operations and continued development] of our payments system [removed: requires] [added: and financial services offerings require] ongoing investment, [removed: is] [added: are] subject to evolving laws, regulations, rules, and standards, and [removed: involves] [added: involve] risk, including risks related to our dependence on third-party providers.

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

- [removed: Regulation] [added: New laws and increasing levels of regulation] in the areas of privacy and protection of user data could harm our business.

- We are subject to regulatory activity [removed: and antitrust litigation] under competition laws that could adversely impact our [removed: business][added: business.]

- the impact of competitive [added: and industry] developments and our response to those developments.

Our buyers may in the future have less capacity for discretionary purchases and may reduce their purchases from our sellers as a result of various factors, including job losses, [removed: inflation,] [added: inflation (such as recent inflationary pressure),] higher taxes, reduced access to credit, changes in federal economic policy, the [added: impact of the] COVID-19 [removed: pandemic] [added: pandemic, recent global economic uncertainty, lower consumer confidence] and [added: demand for discretionary goods, and geopolitical events such as] recent international trade [removed: disputes.][added: disputes and the ongoing war in Ukraine.]

In addition, certain platform businesses, such as Alibaba, [added: Alphabet (Google),] Amazon, Apple, [removed: Facebook] [added: Meta (Facebook] and [removed: Google,] [added: Instagram),] many of whom are larger than us or have greater capitalization, have a dominant and secure position in other industries or certain significant markets, and offer other goods and services to consumers and merchants that we do not offer.

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

For example, [removed: Google,] [added: Alphabet,] which operates a shopping platform service, has from time to time made changes to its search algorithms that reduced the amount of search traffic directed to us from searches on Google.

In the United States, these include, but are not limited to, Amazon, Facebook, [added: Instagram,] Google, Walmart, Target, Macy’s, Etsy, StockX, Shopify, Wayfair, TheRealReal, Overstock.com and Rakuten, among others.

In addition, consumers have a large number of online and offline channels focused on one or more of the categories of products offered on our [removed: site.][added: site, including but not limited to, Back Market, Chrono24, FARFETCH and GOAT Group, among others.]

Consumers also can turn to many companies that offer a variety of services that provide other channels for buyers to find and buy items from sellers of all sizes, including social media, online aggregation and classifieds platforms, such as websites operated by Adevinta or Naspers Limited and others such as craigslist, Oodle.com and [removed: Facebook.][added: Meta.]

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

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

To sustain or increase our advertising revenue, we must continue to provide customers with compelling advertising products to maintain or [added: increase the amount of advertising purchased through our platform.]

[removed: In some countries, there are online sites that have larger customer bases] and greater brand recognition, as well as competitors that may have a better understanding of local culture and commerce.

The adoption [removed: by] [added: of] those or other policies could adversely affect our results of operations and result in loss of market share and diminished value of our brands.

The extent to which the COVID-19 pandemic impacts our business, results of operations, financial condition and liquidity in the future will depend on numerous evolving factors that we cannot predict, including the duration and scope of the [removed: pandemic;] [added: pandemic, including as a result of the emergence of new variants;] any resurgence of the pandemic; the availability and distribution of effective treatments and vaccines; governmental, business and individuals’ actions that have been and continue to be taken in response to the [removed: pandemic;] [added: pandemic, including China’s former “zero-COVID” policy and its impact to] the [added: global supply chain; the] impact of the pandemic on national and global economic activity, unemployment levels and financial markets, including the possibility of a national or global recession; the potential for shipping difficulties, including slowed deliveries from sellers to their customers; and the ability of consumers to pay for products.

The COVID-19 pandemic has generally resulted in a [removed: decrease] [added: shift] in consumer spending, which could have an adverse impact on our sellers through reduced consumer demand for their products and availability of inventory, which could in turn negatively impact the demand for use of our platforms.

Additionally, the COVID-19 pandemic [removed: has] caused us to require employees to work remotely for an extended period of [removed: time, which could negatively impact our business and harm productivity and collaboration.][added: time.]

The future impact of COVID-19 and these containment measures cannot be predicted with certainty and may increase our borrowing costs and other costs of capital and otherwise adversely affect our business, results of operations, financial [removed: condition and liquidity, and we cannot assure that we will have access to external financing at times and on terms we consider acceptable, or at all, or that we will not experience other liquidity issues going forward.]

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

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

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

- uncertainties and instability in economic and market conditions resulting from [removed: Brexit;][added: inflationary pressures, increasing interest rates and the ongoing war in Ukraine;]

- geopolitical events, including natural disasters, public health issues (such as [removed: the coronavirus),] [added: COVID-19 variants),] acts of [removed: war,] [added: war (such as the ongoing war in Ukraine),] and terrorism;

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

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

Litigation involving liability for any such third-party actions could [removed: be costly and time consuming for us, divert management attention,] result in increased costs of doing business, lead to adverse judgments or settlements or otherwise harm our business.

Additionally, in order to further strengthen our buyers’ confidence and trust in our services and the goods offered on our marketplace, [removed: in 2021,] we [removed: expanded] [added: introduced] "Authenticity Guarantee," an independent authentication service, [added: in 2020 in select categories in the U.S. and have since expanded this service] to more luxury categories and more markets.

[removed: *Development] [added: *Operations and continued development] of our payments system [removed: requires] [added: and financial services offerings require] ongoing investment, [removed: is] [added: are] subject to evolving laws, regulations, rules, and standards, and [removed: involves] [added: involve] risk, including risks related to our dependence on third-party providers.*

As the number of patent owners and products in the software industry increases and the functionality of these products further overlap, and as we acquire technology through acquisitions or licenses, litigation may be necessary to determine the validity and scope of the intellectual property rights of others and we may become increasingly [removed: subject to patent suits and other infringement claims, including copyright, and trademark infringement claims.]

Our businesses involve the storage and transmission of users’ personal [added: information, including] financial information.

Our information technology and infrastructure may be vulnerable to cyberattacks [added: (including ransomware attacks)] or security incidents and third parties may be able to access our users’ proprietary information and payment card data that are stored on or accessible through our systems.

[removed: Frequent or persistent interruptions in our services could cause current or potential users to believe that our] systems are unreliable, leading them to switch to our competitors or to avoid our sites, and could permanently harm our reputation and brands.

If our share-based or other compensation programs cease to be viewed as competitive, including due to fluctuations in our stock price, or our workplace is not viewed as welcoming and inclusive, our ability to attract, retain, and motivate [added: employees would be weakened, which could harm our business.]

Such services include seller tools that automate and manage listings, merchant tools that manage listings and interface with inventory management software, storefronts that help our sellers list [removed: items and] [added: items,] shipping providers that deliver goods sold on our platform, managed payments [removed: intermediation,] [added: intermediation and item authentication services,] among others.

While we continue to work with global carriers to offer our sellers a variety of shipping options and to enhance their shipping experience, postal rate increases may reduce the competitiveness of certain sellers’ offerings, and postal service changes [added: and disruptions] could require certain sellers to utilize alternatives which could be more expensive or inconvenient, which could in turn decrease the number of transactions on our sites, thereby harming our business.

We have outsourced certain functions to third-party providers, including some customer support, managed [removed: payments and] [added: payments,] product development [removed: functions,] [added: functions and much of our item authentication service,] which are critical to our operations.

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

- We are regularly subject to litigation and regulatory and government inquiries, investigations and disputes, as our business evolves and as governments and regulators seek to extend new and existing laws to reach our business model.

In some countries, there are online sites that have larger customer bases

More recently, we have shifted to a flexible working model, which, in addition to providing for onsite and hybrid work arrangements, allows some of our employees to work fully remote, which could negatively impact our business and harm productivity and collaboration.

condition and liquidity, and we cannot assure that we will have access to external financing at times and on terms we consider acceptable, or at all, or that we will not experience other liquidity issues going forward.

However, as restrictions have loosened and mobility continues to increase, we have seen net revenues decrease and GMV decrease across major categories, primarily due to a decline in traffic resulting from the normalization of consumer behavior in 2022 compared to the elevated traffic experienced on our Marketplace platforms from the impact of COVID-19 during 2021.

- uncertainties caused by decreasing consumer confidence and demand for discretionary goods;

- economic and trade sanctions;

In 2022, we experienced reduced traffic in most markets resulting from geopolitical events (such as the ongoing war in Ukraine), inflationary pressure, foreign exchange rate volatility and lower consumer confidence.

These factors are negatively impacting discretionary consumer spending and may continue to do so indefinitely, which could harm our business.

Since transitioning to our payments system, we have also experienced and may continue to experience increased costs from chargebacks on payments, due to instances of forced transaction reversals initiated by buyers through their payment card issuers.

These forced transaction reversals can be initiated for a number of reasons, including, but not limited to, fraud or seller nonperformance, among others.

If we are unable to effectively manage the authentication process, including the third-party service providers on whom we rely for much of our item authentication, we may suffer harm to our reputation and may be subject to litigation, which could be costly and time-consuming for us.

subject to patent suits and other infringement claims, including copyright, and trademark infringement claims.

If these measures fail to address fraud effectively, buyers and sellers could lose trust in our marketplace, and our reputation and results of operations could suffer as a result.

Frequent or persistent interruptions in our services could cause current or potential users to believe that our

Our business is primarily non-unionized, but we have some works councils outside the U.S. There has been a general increase in workers organizing to form or join a union in the U.S. While we have not seen a material increase in such efforts among our employees, the unionization or related activism of significant employee populations could result in higher costs and other operational changes necessary to respond to changing conditions and to establish new relationships with worker representatives.

If we are held liable for any such violations, including relating to actions by third parties using our Marketplace platforms, we could be subject to monetary penalties, which depending on the matter could be material to us.

Furthermore, our reputation could suffer harm as a result of any such violations.

If we fail to comply with

In June 2021, the European Commission published new versions of the Standard Contractual Clauses, which are used as a legal cross-border mechanism allowing companies to transfer/allow access to personal data outside the European Economic Area.

Also in June 2021, the European Data Protection Board finalized its recommendations regarding supplemental transfer measures to protect personal data during cross-border transfers.

In the U.S., several states, including California, Colorado, Connecticut, Utah and Virginia, have adopted generally applicable and comprehensive privacy laws.

These new and developing state laws provide a number of new privacy rights for residents of these states and impose corresponding obligations on organizations doing business in these states.

Not only do these laws require that we make new disclosures to consumers, business contacts, employees, job applicants and others about our data collection, use and sharing practices, but they also require that we provide new rights, such as the rights to access, delete and correct personal data.

While the California law (CCPA) became effective in 2020, it has already been amended significantly, and compliance with the amended law (CPRA) will be required in January 2023.

Compliance with the other states’ laws will be required at different times during 2023.

While a 2021 Supreme Court decision narrowed the applicability of the TCPA’s restrictions, plaintiffs continue to test the boundaries of the decision, and a few states, including Florida and Oklahoma, have adopted TCPA-like laws that similarly provide for statutory damages and a private right of action.

Additional states may follow suit.

The European Union recently enacted the Digital Services Act (the “DSA”), which became effective in November 2022 and will begin to be enforced in early 2024 (or earlier if we qualify as a “very large online platform”).

The DSA imposes legal obligations on online marketplaces operating in Europe, requiring them to verify and ensure the accuracy and disclosure of required information, as well as the safety and authenticity of products posted by third-party merchants.

The DSA also enforces new content moderation obligations, notice obligations, advertising restrictions and other requirements on digital platforms that will create additional operational burdens and compliance costs for us.

For online platforms like ours, noncompliance with the DSA could result in fines of up to 6% of annual global revenues, which would be adverse to our business.

The European Union is also considering additional proposed regulations relating to the safety and sustainability of products on the EU market, which would bring new obligations both on us directly and our sellers and vendors.

Additionally, certain EU-member countries have enacted anti-waste regulations that create direct obligations on sellers and impose compliance verification obligations on us.

These anti-waste regulations vary by EU-member country, creating additional operational burdens and compliance costs on our sellers and us.

These proposed and ongoing regulations could cause our marketplaces to be less attractive to current and prospective sellers and buyers, which could materially impact our business.

Government regulators globally are also imposing new data reporting requirements on platforms for user tax compliance.

These laws (e.g., DAC 7 in the EU, or 1099-K in the US) may make users more reluctant to use our services due to increased sensitivity around personal data collection and reporting, even when mandated by applicable laws and regulations.

of our users, or the location of the product or service being sold or provided in an ecommerce transaction.

*We are regularly subject to litigation and regulatory and government inquiries, investigations and disputes, as our business evolves and as governments and regulators seek to extend new and existing laws to reach our business model.*

- We are regularly subject to general litigation, regulatory disputes, and government inquiries.

increase the amount of advertising purchased through our platform.

As restrictions have loosened and

Although we have implemented policies and procedures designed to

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

employees would be weakened, which could harm our business.

Much of the personal information that we collect, especially financial information, is regulated by multiple laws.

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

In the U.S., California has adopted the California Consumer Privacy Act of 2018 (“CCPA”), which became effective January 1, 2020 and which provides a new private right of action for data breaches and requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices and allow consumers to opt out of certain data sharing with third parties.

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

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

*We are regularly subject to general litigation, regulatory disputes, and government inquiries.*

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

It is possible that a resolution of one or more such proceedings could require us to make substantial payments to satisfy judgments, fines or penalties or to settle claims or proceedings, any of which could harm our business.

In addition, relatively low interest rates limit our investment income.

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

Additionally, a digital service tax (DST) was implemented in Spain in 2021, and we are complying with the legislation.

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

Upon closing of the transaction to transfer the Classifieds business, we received approximately 540 million Adevinta shares, a portion of which was later sold to Permira.

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

You can [added: generally] identify these forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions.

This section of this Form 10-K generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020.*][added: 2021.*]

[removed: As a result of COVID-19 mobility restrictions globally,] [added: In 2020 and extending into 2021,] there were changes in consumer behavior that [removed: have] resulted in more online shopping [removed: beginning in 2020] [added: driven by the outbreak of a coronavirus] and [removed: extending into 2021.][added: its variants (“COVID-19”).]

Our Marketplace platforms experienced [removed: improved traffic,] [added: elevated traffic as well as the] acquisition of [added: buyers and] small [removed: business] sellers [removed: and buyer acquisition] due to the impacts of measures taken globally to contain the spread of [removed: COVID-19.][added: COVID-19, which were unprecedented and are not expected to recur.]

[removed: On November 14,] [added: In] 2021, we completed the [removed: previously announced] [added: transfer of our Classifieds business to Adevinta ASA (“Adevinta”), and subsequently completed the] 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, [removed: “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.][added: “Emart”).]

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

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

Operating margin decreased to [removed: 28.1%] [added: 24.0%] in [removed: 2021] [added: 2022] compared to [removed: 29.6%] [added: 28.1%] in [removed: 2020.][added: 2021.]

We generated cash flow from continuing operating activities of [removed: $3.1] [added: $2.6] billion in [removed: 2021] [added: 2022] compared to [removed: $3.0] [added: $3.1] billion in [removed: 2020,] [added: 2021,] ending the year with cash, cash equivalents and non-equity investments [removed: from continuing operations] of [removed: $7.3] [added: $5.9] billion.

In February [removed: 2022,] [added: 2023,] we declared a quarterly cash dividend of [removed: $0.22] [added: $0.25] per share of common stock to be paid on March [removed: 18, 2022] [added: 24, 2023] to stockholders of record as of March 10, [removed: 2022.][added: 2023.]

As we introduce new products and platforms, such as managed [removed: payments,] [added: payments which was completed by the end of 2021,] we expect net revenues to fluctuate.

| *% change from prior quarter* | | | [added: *(5)*] | | [added: *%*] | | | | [removed: *—*] [added: *(2)*] | | *%* | | | | [removed: *(3)*] [added: *(2)*] | | *%* | | | | [removed: *6*] [added: *5*] | | *%* |

| | | | [removed: 2021] [added: 2022] | | | | | | % Change | | | | | | [removed: 2020] [added: 2021] | | | | | | % Change | | | | | | [removed: 2019] [added: 2020] | | |

| U.S. | | | $ | [removed: 5,048] [added: 4,842] | | | | | [removed: 22] [added: (4)] | | % | | | | [removed: 4,151] [added: 5,048] | | | | | | [removed: 26] [added: 22] | | % | | | | $ | [removed: 3,303] [added: 4,151] | |

| *% of net revenues* | | | [removed: *48*] [added: *49*] | | *%* | | | | | | | | | | [removed: *47*] [added: *48*] | | *%* | | | | | | | | | | [removed: *44*] [added: *47*] | | *%* |

| International | | | [removed: 5,372] [added: 4,953] | | | | | | [removed: 13] [added: (8)] | | % | | | | [removed: 4,743] [added: 5,372] | | | | | | [removed: 15] [added: 13] | | % | | | | [removed: 4,126] [added: 4,743] | | |

| *% of net revenues* | | | [removed: *52*] [added: *51*] | | *%* | | | | | | | | | | [removed: *53*] [added: *52*] | | *%* | | | | | | | | | | [removed: *56*] [added: *53*] | | *%* |

| Total net revenues | | | $ | [removed: 10,420] [added: 9,795] | | | | | [removed: 17] [added: (6)] | | % | | | | $ | [removed: 8,894] [added: 10,420] | | | | | [removed: 20] [added: 17] | | % | | | | $ | [removed: 7,429] [added: 8,894] | |

[removed: In addition, as] [added: As] shown in the table above, we generate approximately half of our net revenues internationally.

Net revenues included [added: $140 million of hedging gains during 2022,] $65 million of hedging losses during 2021 and $15 million [removed: and $81 million] of hedging gains during [removed: 2020 and 2019, respectively.][added: 2020.]

Foreign currency movements relative to the U.S. dollar had a favorable impact of [removed: $188] [added: $274] million [added: on operating expenses in 2022 compared to 2021.]

The effect of foreign currency exchange rate movements in [removed: 2021] [added: 2022] compared to [removed: 2020] [added: 2021] was primarily attributable to the [removed: weakening] [added: strengthening] of the U.S. dollar against the British pound and euro.

[removed: Net Revenues by Type][added: | *% of net revenues* | | | *27* | | *%* | | | | | | | | | | *25* | | *%* | | | | | | | | | | *20* | | *%* |]

[removed: We generate two types] [added: | *%] of net [removed: revenues:][added: revenues* | | | *22* | | *%* | | | | | | | | | | *21* | | *%* | | | | | | | | | | *24* | | *%* |]

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

Our net [removed: transaction] revenues also include store subscription and other fees often from large enterprise [removed: sellers.][added: sellers as well as revenues from the sale of advertisements and revenue sharing arrangements.]

Our net [removed: transaction] revenues are reduced by incentives, including discounts, coupons and rewards, provided to our customers.

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

[removed: Net Transaction Revenues][added: | *% of net revenues* | | | *14* | | *%* | | | | | | | | | | *13* | | *%* | | | | | | | | | | *12* | | *%* |]

[removed: *Key] [added: Key] Operating [removed: Metrics*][added: Metrics]

Gross Merchandise Volume (“GMV”) and take rate are significant factors that we believe affect our net [removed: transaction] revenues.

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

[removed: *Net Transaction Revenues*][added: | *% of net revenues* | | | *10* | | *%* | | | | | | | | | | *9* | | *%* | | | | | | | | | | *11* | | *%* |]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | As Reported | | | | | | FX-Neutral | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | As Reported | | | | | | FX-Neutral | | |

| GMV (2) | | | $ | [removed: 87,365] [added: 73,900] | | | | | $ | [removed: 87,608] [added: 87,365] | | | | | [removed: —] [added: (15)] | | % | | | | [removed: (3)] [added: (11)] | | % | | | | $ | [removed: 87,608] [added: 87,365] | | | | | $ | [removed: 72,134] [added: 87,608] | | | | | [removed: 21] [added: —] | | % | | | | [removed: 21] [added: (3)] | | % |

(1)Marketplace net [removed: transaction] revenues were net of [removed: $65] [added: $140] million, [removed: $15] [added: $65] million and [removed: $81] [added: $15] million hedging activity during the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] respectively.

We expect [removed: that] the divergence between net [removed: transaction] revenues and GMV to continue [added: to a lesser extent] into [removed: 2022.][added: 2023.]

Despite GMV’s divergence from net [removed: transaction] revenues, we still believe the metric provides a useful measure of overall volume of paid transactions that flow through the platform in a given period.

In 2022, we focused on our strategic playbook — to understand the customer and their needs; build experiences they will love, at scale; and tell our story in new and different ways.

In 2022, we also experienced reduced traffic in most markets resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility and lower consumer confidence.

These factors negatively impacted discretionary consumer spending, are uncertain in duration and we expect them to continue into 2023.

Net revenues decreased 6% to $9.8 billion primarily due to a decline in traffic resulting from the normalization of consumer behavior during 2022 compared to the elevated traffic experienced on our Marketplace platforms from the impact of COVID-19 during 2021.

Net revenues were also impacted by reduced traffic in most markets resulting from geopolitical and inflationary pressure during 2022 compared to 2021.

In addition, net revenues were impacted by a stronger U.S. dollar in 2022 as FX-Neutral net revenues (as defined above) decreased only 4% compared to 2021.

In 2022, we received cash proceeds of $1.1 billion in the aggregate from the sales of shares in Adevinta, Adyen and KakaoBank.

We recorded realized losses on the change in fair value of shares sold of $216 million in the aggregate in gain (loss) on equity investments and warrant, net on our consolidated statement of income for 2022.

In 2022, we repurchased $3.1 billion of common stock and paid $489 million in cash dividends.

In 2022, we repaid debt of $1.4 billion consisting of the 2.600% and 3.800% senior notes.

In October 2022, we completed the acquisition of TCGplayer for $228 million.

TCGplayer is a trusted marketplace offering more selection for collectible card game enthusiasts.

In November 2022, we issued senior notes of $1.2 billion aggregate principal amount, which consisted of $425 million of 5.900% fixed rate notes due 2025, $300 million of 5.950% fixed rate notes due to 2027 and $425 million of 6.300% fixed rate notes due 2032.

In January 2023, we repaid debt of $1.2 billion consisting of the floating rate and 2.750% senior notes.

Beginning in the fourth quarter of 2022, we present revenues generated from our Marketplace GMV and from non-GMV based businesses as “Net revenues” in order to more closely align our presentation of net revenues with how our business is operated.

We formerly presented such amounts as “Net transaction revenues” and “Marketing services and other (MS&O) revenues,” and those line items for such prior periods have been conformed to current period presentation.

In addition, macroeconomic conditions, including the impact of COVID-19, disrupted seasonal patterns in net revenues, particularly in the second quarter of 2020 and in the first quarter of 2021.

| 2022 | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | $ | 2,483 | | | | | $ | 2,422 | | | | | $ | 2,380 | | | | | $ | 2,510 | |

| | | | 2022 | | | | | | % Change | | | | | | 2021 | | | | | | % Change | | | | | | 2020 | | |

The recent appreciation of the U.S. dollar may have a material impact to our financial results, and we have seen and could continue to see elevated foreign currency volatility in the future.

Through our hedging programs, we actively monitor foreign currency volatility and attempt to mitigate the risk.

| Take rate (3) | | | 13.25 | | % | | | | 11.93 | | % | | | | 1.32 | | % | | | | | | | | | | 11.93 | | % | | | | 10.15 | | % | | | | 1.78 | | % | | | | | | |

(3)Take rate is defined as net revenues divided by GMV, as discussed above.

Net revenues and GMV decreased across major categories primarily due to a decline in traffic resulting from the normalization of consumer behavior during 2022 compared to the elevated traffic experienced on our Marketplace platforms from the impact of COVID-19 during 2021.

Net revenues were also impacted by reduced traffic in most markets resulting from geopolitical events, inflationary pressure, foreign exchange volatility and lower consumer confidence, which negatively impacted discretionary consumer spending during 2022 compared to 2021.

The decrease in net revenues was partially offset by a higher take rate during 2022 compared to 2021 as a result of revenue initiatives such as global payments and promoted listings.

Net revenues decreased at a lower rate than GMV during 2022 compared to 2021 primarily due to the benefit of a higher take rate during the same periods, as discussed above.

| | | | 2022 | | | | | | % Change | | | | | | 2021 | | | | | | % Change | | | | | | 2020 | | |

| | | | 2022 | | | | | | % Change | | | | | | 2021 | | | | | | % Change | | | | | | 2020 | | |

The decrease in sales and marketing expenses in 2022 compared to 2021 was primarily due to the favorable impact of foreign currency movements of $180 million and a decrease in certain user coupons and rewards of $27 million, partially offset by an increase in online and offline advertising expense of $178 million.

Capitalized internal use and platform development costs were $130 million and $127 million in 2022 and 2021, respectively.

The decrease in general and administrative expenses in 2022 compared to 2021 was primarily due to the favorable impact of foreign currency movements of $42 million and restructuring costs of $33 million that did not occur in 2022, partially offset by a charge relating to legal contingencies of $50 million, charitable contributions of $35 million, one-time transaction support costs of $20 million and exit costs of $13 million related to the announcement to close our marketplace in Turkey.

| | | | 2022 | | | | | | % Change | | | | | | 2021 | | | | | | % Change | | | | | | 2020 | | |

| Unrealized change in fair value of equity investment in Gmarket | | | (294) | | | | | | | | | | | | (3) | | | | | | | | | | | | — | | |

| Realized change in fair value of shares sold in Adevinta (1) | | | 2 | | | | | | (78) | | % | | | | 9 | | | | | | | | | | | | — | | |

| Realized change in fair value of shares sold in Adyen | | | (143) | | | | | | | | | | | | — | | | | | | | | | | | | — | | |

| Realized change in fair value of shares sold in KakaoBank | | | (75) | | | | | | (190) | | % | | | | 83 | | | | | | | | | | | | — | | |

| | | | 2022 | | | | | | % Change | | | | | | 2021 | | | | | | % Change | | | | | | 2020 | | |

Interest income increased in 2022 compared to 2021 due to higher yields on corporate debt and government agency securities in a higher interest rate environment.

In 2021, eBay enabled $87 billion of Gross Merchandise Volume.

In 2020, the World Health Organization declared the outbreak of a coronavirus (“COVID-19”) and its variants as a pandemic which continues to be widespread with uncertainty around its duration.

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

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

See *“Results of Operations”* below for impacts of COVID-19 on our results for the year ended December 31, 2021 compared to the year ended December 31, 2020.

For additional information, see *“– Liquidity and Capital Resource Requirements”* below and “Item 1A: Risk Factors” under the caption “The global COVID-19 pandemic could harm our business and results of operations” in Part II of this report.

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

Upon

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

On June 24, 2021, we completed the previously announced transfer of our Classifieds business to Adevinta ASA (“Adevinta”) for $2.5 billion in cash proceeds, 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.

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

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

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

On February 13, 2020, we closed the previously announced sale of our StubHub business to an affiliate of viagogo.

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.

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

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

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

Transaction take rate was higher in 2021 compared to 2020 as a result of revenue initiatives such as global payments and Promoted Listings, which along with final value fees are calculated as a percentage of an item’s sale price and category mix.

FX-Neutral net revenue (as defined above) increased 15% in 2021 compared to 2020.

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

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

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

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

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

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

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

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

In addition, macroeconomic conditions, such as the ongoing COVID-19 pandemic, may also contribute to fluctuations in revenues and margins.

| 2019 | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

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

Marketing services and other ("MS&O") revenues consist of revenues principally from the sale of revenue sharing arrangements and advertisements.

| Net transaction revenues | | | $ | 9,772 | | | | | 19 | | % | | | | $ | 8,243 | | | | | 25 | | % | | | | $ | 6,581 | |

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 9%] [added: 23%] of our total cash and investments was held in cash and cash equivalents.

As of December 31, [removed: 2021,] [added: 2022,] the balance of our corporate debt and government bond securities was [removed: $5.9] [added: $3.7] billion, which represented approximately [removed: 39%] [added: 40%] of our total cash and investments.

A hypothetical [removed: 100] [added: 1% (100] basis [removed: point] [added: point)] increase in interest rates would have resulted in a decrease in the fair value of our investments of [removed: $4] [added: $22] million and [removed: $5] [added: $4] million as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

As of December 31, [removed: 2021,] [added: 2022,] we had an aggregate principal amount of [removed: $9.1] [added: $8.9] billion of outstanding senior notes, of which 96% bore interest at fixed rates.

The total notional amount of these interest swaps was $400 million as of December 31, [removed: 2021] [added: 2022] with terms calling for us to receive interest at a variable rate and to pay interest at a fixed rate.

At December 31, [removed: 2021,] [added: 2022,] we did not have an unhedged balance on our floating-rate debt.

A hypothetical 1% (100 basis points) decrease in interest rates would have resulted in [removed: a] [added: an immaterial] decrease in the fair values of our floating to fixed rate interest swaps [removed: of approximately $4 million] at December 31, [removed: 2021.][added: 2022.]

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

[removed: On June 24,] [added: In] 2021, we completed the transfer of our Classifieds business to Adevinta.

As of December 31, [removed: 2021,] [added: 2022,] a one dollar change in Adevinta’s common stock, holding other factors constant, would increase or decrease the fair value of the investment by approximately [removed: $405] [added: $404] million.

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

As of December 31, [removed: 2021,] [added: 2022,] a one dollar change in KakaoBank’s common stock, holding other factors constant, would increase or decrease the fair value of the investment by approximately [removed: $14] [added: $5] million.

[removed: In 2021,] [added: As discussed above, in 2021] we met the processing volume milestone target to vest the first tranche of the [removed: warrant.][added: warrant, and we exercised the option to purchase shares of Adyen.]

As of December 31, [removed: 2021,] [added: 2022,] a one dollar change in Adyen’s common stock, holding other factors constant, would increase or decrease the fair value of the [removed: investment] [added: warrant] by [removed: approximately $0.4] [added: $0.2] million.

As of December 31, [removed: 2021,] [added: 2022,] our equity investments totaled [removed: $8.0] [added: $3.4] billion, which represented approximately [removed: 52%] [added: 36%] of our total cash and investments, and primarily related to our equity investment in Adevinta.

For additional details related to our investments, please see “Note [removed: 6] [added: 7] — Investments” to our consolidated financial statements included in this report.

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

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

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

The following table illustrates the fair values of outstanding foreign exchange contracts designated as cash flow hedges and the before-tax effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed as of December 31, [removed: 2021.][added: 2022.]

| Foreign exchange contracts - Cash flow hedges | | | $ | [removed: 87] [added: 89] | | | | | $ | [removed: (113)] [added: (133)] | |

These changes would have resulted in an adverse impact on income before income taxes of approximately [removed: $13] [added: $12] million as of December 31, [removed: 2021] [added: 2022] taking into consideration the offsetting effect of foreign exchange forwards in place as of December 31, [removed: 2021.][added: 2022.]

| Foreign exchange contracts - Not designated for hedge accounting | | | $ | (16) | | | | | $ | (111) | |

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

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

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

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

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

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

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

Our [added: Marketplace] platforms are accessible through an online experience (e.g. desktop and laptop computers), iOS and Android mobile devices (e.g. smartphones and tablets) and our application programming interfaces (“APIs,” platform access for third party software developers).

As a global commerce leader and third-party marketplace, our technologies and services are designed to provide buyers choice and a breadth of relevant inventory from around the globe, and to enable sellers’ access to eBay’s [removed: 147] [added: 134] million buyers worldwide.

Our business model and pricing are designed so [removed: that] our business is successful when our sellers are successful.

We earn revenue primarily through fees collected on paid sales, [added: inclusive of] payment processing and first-party advertising.

[removed: In] [added: Beginning in] 2020, we embarked on a multi-year journey to build more compelling category experiences for enthusiastic consumers, to become the partner of choice for sellers and to strengthen trust in relationships with buyers on our [added: Marketplace] platforms.

We derived a majority of GMV in [removed: 2021] [added: 2022] from the following product categories — parts & accessories, [removed: consumer electronics] [added: collectibles, electronics, fashion,] and home & garden.

[removed: During] [added: Since late] 2021, [removed: we completed the migration of eBay’s] [added: eBay has] managed payments [removed: in] [added: for] all [removed: markets,] [added: transactions on our Marketplace platforms,] delivering buyers and sellers a simplified end-to-end payments experience.

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

[removed: In 2021, we launched three new] [added: We currently offer four Promoted Listings] products: Promoted Listings [added: Standard (a cost-per-acquisition product for fixed-price listings), Promoted Listings] Express (a cost-per-acquisition product for auction listings), Promoted Listings Advanced (a cost-per-click product) and External Promoted Listings (an off-platform advertising product).

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

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

The [removed: new] unified listing experience offers an intuitive and cohesive design across all [added: Marketplace] platforms — desktop, mobile and app — simplifying the listing flow and enhancing seller [removed: benefits.][added: benefits like video in the listing and doubling the number of images to 24.]

eBay expanded the Promoted Listings offerings to make it easier for sellers to drive [removed: velocity.][added: growth in successful listings.]

We also launched personalized tools, such as coded [removed: coupons,] [added: coupons and newsletters,] to support a richer online seller experience.

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

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

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

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

Every day, people build businesses on our [added: Marketplace] platforms.

In [removed: 2021,] [added: 2022,] more than [removed: $145] [added: $163] million was raised by buyers and sellers to support charities via eBay for Charity.

During [removed: 2021,] [added: 2022,] the eBay Foundation granted [removed: over $14] [added: nearly $23] million to support historically excluded entrepreneurs and [added: through] our employee gift-matching program.

To date, the eBay Foundation has awarded more than [removed: $76] [added: $100] million to more than 1,800 nonprofits.

This helps preserve the world’s natural resources and reduces the Company’s carbon footprint by saving on the water and energy typically used in producing new goods [removed: and saves them from being sent to landfills.][added: while also reducing waste.]

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

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

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

eBay also scored an [removed: A-] [added: A] on the CDP Climate Change questionnaire.

GMV consists of the total value of all paid transactions between users on our [added: Marketplace] platforms during the applicable period inclusive of shipping fees and taxes.

In [removed: 2021,] [added: 2022,] we generated [removed: $87] [added: $74] billion in GMV, of which approximately [removed: 54] [added: 51] percent was generated outside the U.S. We believe that GMV provides a useful measure of the overall volume of paid transactions that flow through our [added: Marketplace] platforms in a given period.

At the end of [removed: 2021,] [added: 2022,] eBay had [removed: 147] [added: 134] million active buyers and [removed: 17 million sellers.][added: approximately 1.7 billion live listings globally.]

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

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

We define “take rate” as net [removed: transaction] revenues divided by GMV.

Our [added: Marketplace] platforms are designed to enable our buyers and sellers to leverage our economies of scale and capital investments, such as in sales and marketing, mobile, customer acquisition, technology innovation and customer service.

For more information regarding competitive factors impacting our business, see the information in “Item 1A: Risk Factors” under the captions “Substantial and increasingly intense competition worldwide in ecommerce may harm our business” and “We are subject to regulatory activity [removed: and antitrust litigation] under competition laws that could adversely impact our business.”

Our business [removed: will also be required] [added: is subject] to [removed: increase] payments reporting requirements for U.S. sellers as a result of federal legislation.

[removed: Starting on January 1, 2022,] [added: During 2021, legislation was passed requiring] all businesses that process payments [removed: are required] to issue a Form 1099-K for all sellers who receive [removed: $600 or] more [added: than $600] in [removed: sales,] [added: net payments in] a [added: year, a] decrease from the previous reporting threshold of $20,000 and 200 transactions.

Legislation requiring increased seller information collection, verification and disclosure for online marketplaces was [removed: considered] [added: passed into law] in a number of states [removed: and passed into law] in [removed: Arkansas in 2021.][added: 2022.]

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

We have acquired, and also disposed of, a significant number of businesses, technologies, services and products, and we maintain investments in certain businesses.

We expect to continue to evaluate and consider potential strategic transactions as part of our strategy, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets, as well as strategic investments and joint ventures.

In addition, eBay authenticates eligible luxury and collectible items in five categories through “Authenticity Guarantee”, an independent authentication service available in the U.S., the U.K., Germany, Australia and Canada.

In our parts & accessories category, we are focused on fitment to ensure that Motors enthusiasts are able to find the right part to fit their vehicle.

In 2022, eBay for Charity matched donations made to Nova Ukraine, Save the Children and the American Red Cross, and partnered with GLIDE for the 21st and final Power of One Luncheon with Warren Buffett, raising $19 million for the GLIDE Foundation.

The eBay Foundation also saw record-level amounts of employee giving through our employee gift-matching program and a reimagined employee volunteer and giving program.

eBay continues its work to reach its goal of 100% renewable energy by 2025 and remains a carbon neutral company for our scope 1 and scope 2 emissions.

In our continued efforts to address climate change, we announced an updated carbon reduction goal in 2021 that was approved by the Science Based Target initiative.

We generate revenue primarily through fees collected on paid sales, inclusive of payment processing and first-party advertising.

The Internal Revenue Service (“IRS”) recently announced a one-year delay of this rule.

As a result, Form 1099-Ks for the new thresholds will be issued beginning in January 2024, subject to potential new federal legislation raising the threshold and/or future IRS action.

In 2022, the Inflation Reduction Act was signed into law containing provisions effective January 1, 2023, including a 15% corporate minimum tax and a 1% excise tax on stock buybacks, both of which we expect to be immaterial to our consolidated financial statements.

We will continue to evaluate its impact as further information becomes available.

The European Union recently enacted the Digital Services Act (the “DSA”), which became effective in November 2022 and will begin to be enforced in early 2024.

The DSA imposes legal obligations on online marketplaces operating in Europe, requiring them to verify and ensure the accuracy and disclosure of required information, as well as the safety and authenticity of products posted by third-party merchants.

The DSA also enforces new content moderation obligations, notice obligations, advertising restrictions and other requirements on digital platforms that will create additional operational burdens and compliance costs for us.

Given the importance of eBay’s employees to our overall success, in 2022 we expanded the Compensation Committee’s charter to include oversight of the company’s human capital management strategy and practices, including activities such as talent recruitment, development and retention, employee engagement, succession planning, and diversity, equity and inclusion.

We bring this purpose to life through five core beliefs that every eBayer embodies as part of their day-to-day work.

These beliefs reflect our shared desire to be part of a company focused on our customers and delivering value while having fun.

Our Beliefs are:

In addition to our beliefs, there are thoughtful and specifically designed benefits and programs that ensure our people are well cared for, listened to, and supported while at eBay.

*Evolving How We Work*

As eBay reopened its offices around the globe our employees now have the opportunity to work in one of three models: onsite, remote, or hybrid.

While we’ve seen an increase in employees that are returning to the office, we’ve maintained programs that we leveraged during the pandemic to provide back-up in-home child and adult care in the U.S., U.K., Canada, Germany and Ireland to support families and caregivers.

Diversity, Equity and Inclusion (DE&I) remains a priority area of focus for eBay.

In 2022 we made the decision to get clearer about the outcomes we’re driving towards as it relates to DE&I in service of our commitment to being a richly diverse, truly equitable and fearlessly inclusive place to work, grow, sell and buy.

Our four DE&I objectives are to increase representation, cultivate a sense of belonging, engage our communities and allies, and build inclusive technology.

We continue to enhance our people processes, leverage actionable data insights, provide ongoing learning and development practices to ensure we move this work forward.

Delivering a governance model to ensure that we drive shared accountability throughout the organization remains a priority.

*Well-Being Support for Employees and Their Families*

As part of these efforts, we’ve focused on ensuring our employees and their families have timely access to high quality care.

Our employees welcome sharing their points of view with us and are encouraged by how their input molds several strategic programs and our values which covers our beliefs and includes our commitments in critical areas such as Impact and Responsibility.

Notably, on June 24 , 2021, we completed the sale of our Classifieds business to Adevinta ASA (“Adevinta”) for $2.5 billion in cash, subject to certain adjustments, and 540 million Adevinta shares, and on November 18, 2021, eBay completed the sale of approximately 135 million shares of Adevinta to Astinlux Finco S.a.r.l.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Additionally, we strive to integrate best practices in our offices and data center operations and to continually reduce our environmental footprint.

In 2021, we had approximately 1.5 billion live listings globally.

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

We generate revenue primarily from the transactions we successfully enable, including monetization of managed payments and first-party advertising and through marketing services.

Notable Business Transactions in 2021 and 2020

eBay completed the sale of its Classifieds business to Adevinta for $2.5 billion in cash, subject to certain adjustments, and 540 million Adevinta shares in the second quarter of 2021, then completed the sale of approximately 135 million shares of our Adevinta stake to Permira for approximately $2.3 billion in cash in the fourth quarter of 2021.

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

In the first quarter of 2020, we completed the sale of StubHub to viagogo for $4.05 billion in cash, subject to certain adjustments.

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

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

Additionally, a digital service tax (DST) was implemented in Spain in 2021, and we are complying with the legislation.

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

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

Our Beliefs: These beliefs reflect our culture at its best and our shared desire to be part of a company with a productive, fun way of working where we deliver the best we can for ourselves as employees and for our customers.

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

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

*Pandemic Response*

We also increased work flexibility to balance personal and professional responsibilities and continued to provide back-up in-home child and adult care in the U.S., U.K., Canada, Germany and Ireland.

We have also had the opportunity to welcome employees back to the office on a voluntary basis, where it is safe to do so, and introduced new hybrid habits to enable collaboration in a hybrid environment.

Diversity, Equity and Inclusion continues to focus on three strategic areas — workforce, workplace and marketplace.

We continue efforts to enhance our processes, while leveraging deepened and actionable data insights, coupled with updated learning and development practices as well as the planned design and implementation of a new governance model to ensure that we drive shared accountability throughout the organization.

*Parental Leave*

Our employees highly value eBay’s approach to Impact and Responsibility and Diversity, Equity & Inclusion discussed earlier in the report.

Employees are proud of eBay’s efforts to reduce our carbon footprint and the sustainable commerce that is enabled by our platform.

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

For the fiscal year ended December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $46,329,747,291] [added: $22,856,350,223] based on the closing sale price as reported on The Nasdaq Global Select Market.

[removed: 587,528,915] [added: 536,880,282] shares of common stock issued and outstanding as of February 21, [removed: 2022.][added: 2023.]

Part III incorporates information by reference from the definitive proxy statement for the registrant’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders.

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

| Item 1. | | | Business | | | [removed: [4](#id0d7a71b05ce452ea9fdb54f3cb359c7_13)] [added: [4](#ifef12521f50047bdad4deb3e74671e46_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [11](#id0d7a71b05ce452ea9fdb54f3cb359c7_16)] [added: [11](#ifef12521f50047bdad4deb3e74671e46_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [28](#id0d7a71b05ce452ea9fdb54f3cb359c7_19)] [added: [30](#ifef12521f50047bdad4deb3e74671e46_19)] | | |

| Item 2. | | | Properties | | | [removed: [28](#id0d7a71b05ce452ea9fdb54f3cb359c7_22)] [added: [30](#ifef12521f50047bdad4deb3e74671e46_22)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [28](#id0d7a71b05ce452ea9fdb54f3cb359c7_25)] [added: [30](#ifef12521f50047bdad4deb3e74671e46_25)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [28](#id0d7a71b05ce452ea9fdb54f3cb359c7_28)] [added: [30](#ifef12521f50047bdad4deb3e74671e46_28)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [29](#id0d7a71b05ce452ea9fdb54f3cb359c7_34)] [added: [31](#ifef12521f50047bdad4deb3e74671e46_34)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [30](#id0d7a71b05ce452ea9fdb54f3cb359c7_2521)] [added: [32](#ifef12521f50047bdad4deb3e74671e46_37)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [31](#id0d7a71b05ce452ea9fdb54f3cb359c7_40)] [added: [33](#ifef12521f50047bdad4deb3e74671e46_43)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [49](#id0d7a71b05ce452ea9fdb54f3cb359c7_67)] [added: [50](#ifef12521f50047bdad4deb3e74671e46_70)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [52](#id0d7a71b05ce452ea9fdb54f3cb359c7_70)] [added: [53](#ifef12521f50047bdad4deb3e74671e46_73)] | | |

| Item 9. | | | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | | | [removed: [52](#id0d7a71b05ce452ea9fdb54f3cb359c7_73)] [added: [53](#ifef12521f50047bdad4deb3e74671e46_76)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [52](#id0d7a71b05ce452ea9fdb54f3cb359c7_76)] [added: [53](#ifef12521f50047bdad4deb3e74671e46_79)] | | |

| Item 9B. | | | Other Information | | | [removed: [52](#id0d7a71b05ce452ea9fdb54f3cb359c7_79)] [added: [53](#ifef12521f50047bdad4deb3e74671e46_82)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | | | [removed: [52](#id0d7a71b05ce452ea9fdb54f3cb359c7_2511)] [added: [53](#ifef12521f50047bdad4deb3e74671e46_85)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [53](#id0d7a71b05ce452ea9fdb54f3cb359c7_85)] [added: [54](#ifef12521f50047bdad4deb3e74671e46_91)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [53](#id0d7a71b05ce452ea9fdb54f3cb359c7_88)] [added: [54](#ifef12521f50047bdad4deb3e74671e46_94)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [53](#id0d7a71b05ce452ea9fdb54f3cb359c7_91)] [added: [54](#ifef12521f50047bdad4deb3e74671e46_97)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [53](#id0d7a71b05ce452ea9fdb54f3cb359c7_94)] [added: [54](#ifef12521f50047bdad4deb3e74671e46_100)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [53](#id0d7a71b05ce452ea9fdb54f3cb359c7_97)] [added: [54](#ifef12521f50047bdad4deb3e74671e46_103)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedule | | | [removed: [54](#id0d7a71b05ce452ea9fdb54f3cb359c7_100)] [added: [55](#ifef12521f50047bdad4deb3e74671e46_106)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [54](#id0d7a71b05ce452ea9fdb54f3cb359c7_100)] [added: [55](#ifef12521f50047bdad4deb3e74671e46_106)] | | |

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

You can [added: generally] identify these forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

We own and lease various properties in the U.S. and [removed: 23] [added: 22] other countries around the world.

The following table presents the aggregate square footage of our owned and leased properties for our continuing operations as of December 31, [removed: 2021] [added: 2022] (in millions):

| Leased facilities | | | [removed: 0.8] [added: 1.0] | | | | | | [removed: 1.0] [added: 0.9] | | | | | | [removed: 1.8] [added: 1.9] | | |

| Total facilities | | | 2.3 | | | | | | 0.9 | | | | | | 3.2 | | |

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

As of February 21, [removed: 2022,] [added: 2023,] there were approximately [removed: 3,393] [added: 3,180] holders of record of our common stock, although we believe that there are a significantly larger number of beneficial owners of our common stock.

The company paid a total of [removed: $466] [added: $489] million and [removed: $447] [added: $466] million in cash dividends during the years ended December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively.

In February [removed: 2022,] [added: 2023,] we declared a quarterly cash dividend of [removed: $0.22] [added: $0.25] per share of common stock to be paid on March [removed: 18, 2022] [added: 24, 2023] to stockholders of record as of March 10, [removed: 2022.][added: 2023.]

The graph below shows the cumulative total stockholder return of an investment of $100 (and the reinvestment of any dividends thereafter) on December 31, [removed: 2016] [added: 2017] (the last trading day for the year ended December 31, [removed: 2016)] [added: 2017)] in (i) our common stock, (ii) the Nasdaq Composite Index, (iii) the S&P 500 Index and (iv) the S&P 500 Information Technology Index.

[removed: ][added: ]

The following table presents stock repurchase activity during the three months ended December 31, [removed: 2021:][added: 2022:]

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

[removed: (2)In January 2020 our Board authorized an additional $5 billion stock repurchase program, in] [added: (1)In] February [removed: 2021] [added: 2022] our Board authorized an additional $4.0 billion stock repurchase [removed: program and in August 2021 our Board authorized an additional $3.0 billion stock repurchase] program.

During the three months ended December 31, [removed: 2021,] [added: 2022] we [removed: (i) entered into the 2021 ASR Agreements and paid an aggregate amount of $2.5 billion to the 2021 ASR Counterparties and (ii) additionally] repurchased approximately [removed: $500 million] [added: $0.3 billion] of our common stock under our stock repurchase programs.

As of December 31, [removed: 2021,] [added: 2022,] a total of approximately [removed: $2.0] [added: $2.8] billion remained available for future repurchases of our common stock under our stock repurchase program.

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 [removed: cash.]

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

| October 31, 2022 | | | | | | 2,626,397 | | | | | | $ | 38.35 | | | | | 2,626,397 | | | | | | $ | 3,047,695,793 | |

| November 30, 2022 | | | | | | 2,153,284 | | | | | | $ | 45.27 | | | | | | | | | | | | | |

| | | | | | | 488,573 | | | | | | $ | 39.47 | | | | | 488,573 | | | | | | $ | 2,930,931,584 | |

| December 31, 2022 | | | | | | 1,884,265 | | | | | | $ | 43.98 | | | | | | | | | | | $ | 2,848,055,977 | |

| | | | | | | 7,152,519 | | | | | | | | | | | | 3,114,970 | | | | | | | | |

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

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

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

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

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

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

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

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

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

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

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

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

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

In February 2022 our Board authorized an additional $4.0 billion stock repurchase program.

*Evaluation of disclosure controls and procedures:* Based on the evaluation of our disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) required by Exchange Act Rules 13a-15(b) or 15d-15(b), our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2021.][added: 2022.]

Based on its evaluation under the framework in *Internal Control - Integrated Framework*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a)1 of this Annual Report on Form 10-K.

Incorporated by reference from our Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2021.][added: 2022.]

Incorporated by reference from our Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2021.][added: 2022.]

Incorporated by reference from our Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2021.][added: 2022.]

Incorporated by reference from our Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2021.][added: 2022.]

Incorporated by reference from our Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2021.][added: 2022.]

| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [55](#id0d7a71b05ce452ea9fdb54f3cb359c7_103)] [added: [56](#ifef12521f50047bdad4deb3e74671e46_112)] | | |

| Consolidated Balance Sheet | | | [removed: [57](#id0d7a71b05ce452ea9fdb54f3cb359c7_106)] [added: [58](#ifef12521f50047bdad4deb3e74671e46_115)] | | |

| Consolidated Statement of Income | | | [removed: [58](#id0d7a71b05ce452ea9fdb54f3cb359c7_112)] [added: [59](#ifef12521f50047bdad4deb3e74671e46_121)] | | |

| Consolidated Statement of Comprehensive Income | | | [removed: [59](#id0d7a71b05ce452ea9fdb54f3cb359c7_115)] [added: [60](#ifef12521f50047bdad4deb3e74671e46_124)] | | |

| Consolidated Statement of Stockholders’ Equity | | | [removed: [60](#id0d7a71b05ce452ea9fdb54f3cb359c7_118)] [added: [61](#ifef12521f50047bdad4deb3e74671e46_127)] | | |

| Consolidated Statement of Cash Flows | | | [removed: [61](#id0d7a71b05ce452ea9fdb54f3cb359c7_121)] [added: [62](#ifef12521f50047bdad4deb3e74671e46_130)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [63](#id0d7a71b05ce452ea9fdb54f3cb359c7_124)] [added: [64](#ifef12521f50047bdad4deb3e74671e46_133)] | | |

| Schedule II - Valuation and Qualifying Accounts | | | [removed: [115](#id0d7a71b05ce452ea9fdb54f3cb359c7_220)] [added: [117](#ifef12521f50047bdad4deb3e74671e46_232)] | | |

| The information required by this Item is set forth in the Index to Exhibits that precedes the signature page of this Annual Report. | | | [removed: [116](#id0d7a71b05ce452ea9fdb54f3cb359c7_223)] [added: [118](#ifef12521f50047bdad4deb3e74671e46_235)] | | |

Adevinta was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the fiscal year ended December [removed: 30, 2021.][added: 31, 2021 (though not for the fiscal year ended December 31, 2022).]

As such, financial statements of Adevinta [added: for the fiscal years ended December 31, 2022, 2021 and 2020, respectively,] are required to be filed by amendment to this Annual Report on Form 10-K within six months of Adevinta’s fiscal year end.

Accordingly, Adevinta’s financial statements for its fiscal year ended December 31, [removed: 2021] [added: 2022] will be filed via an amendment to this Annual Report on Form 10-K on or before June 30, [removed: 2022.][added: 2023.]

We have audited the accompanying consolidated balance sheet of eBay Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] appearing under Item 15a.2.

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 1 and [removed: 15] [added: 16] 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.

The total income tax [removed: provision] [added: benefit] for the year ended December 31, [removed: 2021] [added: 2022] was [removed: $146] [added: $327] million and gross amounts of unrecognized tax benefits were [removed: $461] [added: $493] million as of December 31, [removed: 2021.][added: 2022.]

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 1,379] [added: 2,154] | | | | | $ | [removed: 1,101] [added: 1,379] | |

| Short-term investments | | | [removed: 5,944] [added: 2,625] | | | | | | [removed: 2,392] [added: 5,944] | | |

| Customer accounts and funds receivable | | | [removed: 681] [added: 763] | | | | | | [removed: 290] [added: 681] | | |

| Other current assets | | | [removed: 1,009] [added: 1,056] | | | | | | [removed: 780] [added: 1,107] | | |

| Total current assets | | | [removed: 9,111] [added: 9,290] | | | | | | [removed: 7,190] [added: 9,111] | | |

| Long-term investments | | | [removed: 2,575] [added: 1,797] | | | | | | [removed: 833] [added: 2,575] | | |

| Property and equipment, net | | | [removed: 1,236] [added: 1,238] | | | | | | [removed: 1,292] [added: 1,236] | | |

| Goodwill | | | [removed: 4,178] [added: 4,262] | | | | | | [removed: 4,285] [added: 4,178] | | |

[removed: | Intangible assets, net | | | 8 | | | | | | 12 | | |][added: Intangible Assets]

| Operating lease right-of-use assets | | | [removed: 289] [added: 513] | | | | | | [removed: 430] [added: 289] | | |

| Deferred tax assets | | | [removed: 3,255] [added: 3,169] | | | | | | [removed: 3,537] [added: 3,255] | | |

| Equity investment in Adevinta | | | [removed: 5,391] [added: —] | | | | | | [removed: —] [added: 5,391] | | |

| Total assets | | | $ | [removed: 26,626] [added: 20,850] | | | | | $ | [removed: 19,310] [added: 26,626] | |

| Short-term debt | | | $ | [removed: 1,355] [added: 1,150] | | | | | $ | [removed: 6] [added: 1,355] | |

| Accounts payable | | | [removed: 262] [added: 261] | | | | | | [removed: 278] [added: 262] | | |

| Customer accounts and funds payable | | | [removed: 707] [added: 768] | | | | | | [removed: 379] [added: 707] | | |

| Accrued expenses and other current liabilities | | | [removed: 1,848] [added: 1,866] | | | | | | [removed: 1,767] [added: 1,927] | | |

| Deferred revenue | | | [removed: 79] [added: 34] | | | | | | [removed: 98] [added: 79] | | |

| Income taxes payable | | | [removed: 371] [added: 226] | | | | | | [removed: 167] [added: 371] | | |

| Total current liabilities | | | [removed: 4,622] [added: 4,271] | | | | | | [removed: 4,002] [added: 4,622] | | |

| Operating lease liabilities | | | [removed: 200] [added: 418] | | | | | | [removed: 316] [added: 200] | | |

| Deferred tax liabilities | | | [removed: 3,116] [added: 2,245] | | | | | | [removed: 2,368] [added: 3,116] | | |

| Long-term debt | | | [removed: 7,727] [added: 7,721] | | | | | | [removed: 7,740] [added: 7,727] | | |

| Other liabilities | | | [removed: 1,183] [added: 1,042] | | | | | | [removed: 1,260] [added: 1,183] | | |

| Total liabilities | | | [removed: 16,848] [added: 15,697] | | | | | | [removed: 15,749] [added: 16,848] | | |

| Commitments and contingencies (Note [removed: 12)] [added: 13)] | | | | | | | | | | | |

| Common stock, $0.001 par value; 3,580 shares authorized; [removed: 594] [added: 539] and [removed: 684] [added: 594] shares outstanding | | | 2 | | | | | | 2 | | |

| Additional paid-in capital | | | [removed: 16,659] [added: 17,279] | | | | | | [removed: 16,497] [added: 16,659] | | |

| Treasury stock at cost, [removed: 1,121] [added: 1,186] and [removed: 1,021] [added: 1,121] shares | | | [removed: (43,371)] [added: (46,702)] | | | | | | [removed: (36,515)] [added: (43,371)] | | |

| Retained earnings | | | [removed: 36,090] [added: 34,315] | | | | | | [removed: 22,961] [added: 36,090] | | |

| Accumulated other comprehensive income | | | [removed: 398] [added: 259] | | | | | | [removed: 616] [added: 398] | | |

| Total stockholders’ equity | | | [added: $ | 5,153 | | | | | $ |] 9,778 | | | | | [added: $] | 3,561 | | [removed: |]

| Total liabilities and stockholders’ equity | | | $ | [removed: 26,626] [added: 20,850] | | | | | $ | [removed: 19,310] [added: 26,626] | |

February 23, 2023

| Equity investment in Adevinta | | | 2,692 | | | | | | — | | |

| Foreign currency translation adjustment | | | (106) | | | | | | (326) | | | | | | 291 | | |

| Provision for transaction losses | | | 332 | | | | | | 422 | | | | | | 330 | | |

| Change in fair value of equity investment in Gmarket | | | 294 | | | | | | 3 | | | | | | — | | |

| Proceeds from sale of shares in Adyen | | | 800 | | | | | | — | | | | | | — | | |

| Proceeds from sale of shares in Kakaobank | | | 287 | | | | | | 114 | | | | | | — | | |

| Acquisition of TCGplayer, net of cash acquired | | | (208) | | | | | | — | | | | | | — | | |

As of December 31, 2022, our equity investment in Adevinta is reported in the short-term assets section on the consolidated balance sheet since our contractual requirement ends within twelve months of the balance sheet date.

See “Note 4 — Discontinued Operations” for additional information.

Upon the transfer of our Classifieds business to Adevinta in 2021, shares in Adevinta were included as part of total consideration received under the definitive agreement.

Additionally, upon completion of the sale of 80.01% of the outstanding equity interests of eBay Korea to Emart in 2021, we retained 19.99% of the outstanding equity interests of the new entity, Gmarket, which is accounted for under the fair value option.

Subsequent changes in fair value for these equity investments are included in gain (loss) on equity investments and warrant, net on our consolidated statement of income.

Our restricted cash balance is held in interest bearing accounts for letters of credit related to our global sabbatical program and for certain amounts related to other compensation arrangements held in escrow.

the carrying amount.

Equity investments under the fair value option are measured at fair value based on a quarterly valuation analysis or using the net asset value per share (or its equivalent) practical expedient.

Equity investments measured at fair value using the net asset value per share (or its equivalent) practical expedient are not classified in the fair value hierarchy.

Refer to “Note 7 — Investments” and “Note 9 — Fair Value Measurement of Assets and Liabilities” for additional details.

In 2022, no impairment was recorded.

In 2021, the FASB issued new guidance to require the recognition and measurement of contract assets and contract liabilities from revenue contracts by an acquirer in a business combination.

The new guidance clarifies that an acquirer should account for the related revenue contracts at the acquisition date as if it had originated the contracts in accordance with existing revenue guidance.

The standard is effective for annual reporting periods beginning after December 15, 2022, including interim reporting periods within those fiscal years.

We adopted this guidance in the fourth quarter of 2022 with no material impact on our consolidated financial statements.

In 2022, the FASB issued new guidance to expand the scope of financial assets that can be included in a closed portfolio hedged using the portfolio layer method to allow consistent accounting for similar hedges.

The expanded scope permits the application of the same portfolio hedging method to both prepayable and nonprepayable financial assets.

The standard is effective for annual reporting periods beginning after December 15, 2022, including interim reporting periods within those fiscal years.

We adopted this guidance in the fourth quarter of 2022 with no material impact on our consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In June 2022, the FASB issued new guidance to clarify the fair value measurement guidance for equity securities subject to contractual restrictions that prohibit the sale of an equity security.

Further, the guidance introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value.

The standard will be effective for annual reporting periods beginning after December 15, 2023, including interim reporting periods within those fiscal years.

We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

| Net income (loss) | | | $ | (1,269) | | | | | $ | 13,608 | | | | | $ | 5,667 | |

| Continuing operations | | | $ | (2.28) | | | | | $ | 0.39 | | | | | $ | 3.50 | |

| Discontinued operations | | | 0.01 | | | | | | 20.48 | | | | | | 4.48 | | |

| Continuing operations | | | $ | (2.28) | | | | | $ | 0.38 | | | | | $ | 3.46 | |

| Discontinued operations | | | 0.01 | | | | | | 20.16 | | | | | | 4.43 | | |

Note 3 — Business Combinations

Acquisition of TCGplayer

On October 31, 2022, we completed the acquisition of TCGplayer, a trusted marketplace for collectible card game enthusiasts, for $228 million.

February 24, 2022

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

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

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

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

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

| Current liabilities of discontinued operations | | | — | | | | | | 1,307 | | |

| Long-term liabilities of discontinued operations | | | — | | | | | | 63 | | |

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

| (Gain) loss on sale of business | | | — | | | | | | — | | | | | | 52 | | |

| Deferred revenue | | | (17) | | | | | | (20) | | | | | | (1) | | |

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.

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.

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

the transfer represented a strategic shift in our business that had a major effect on our operations and financial results.

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.

*Marketing services and other revenues*

Our marketing services and other revenues are derived principally from the sale of advertisements and revenue sharing arrangements.

Our restricted cash balance is primarily comprised of cash on deposit with banks restricted to safeguard seller payables.

Under the measurement alternative, the carrying value is measured at cost

and outstanding share capital at a specific date.

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.

The consideration is subject to adjustments specified in the definitive agreement.

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.

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: | | | | | | | | | | | |

| Accounts receivable, net | | | | | | | | | 50 | | |

| Total assets classified as discontinued operations in the consolidated balance sheet | | | | | | | | | $ | 1,626 | |

| Carrying amounts of liabilities included as part of discontinued operations: | | | | | | | | | | | |

| Accounts payable | | | | | | | | | 54 | | |

| Customer accounts and funds payable | | | | | | | | | 673 | | |

| Deferred revenue | | | | | | | | | 12 | | |

| Deferred tax liabilities | | | | | | | | | (9) | | |

| Total liabilities classified as discontinued operations in the consolidated balance sheet | | | | | | | | | $ | 918 | |

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):

| | | | | | |

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