Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023.

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to .

Commission file number 001-37713

eBay Inc.

(Exact name of registrant as specified in its charter)

Delaware												77-0430924
(State or other jurisdiction of incorporation or organization)												(I.R.S. Employer Identification No.)
2025 Hamilton Avenue
San Jose			,			California						95125
(Address of principal executive offices)												(Zip Code)

Registrant’s telephone number, including area code:

(408) 376-7108

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol			Name of exchange on which registered
Common stock			EBAY			The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒						Accelerated filer			☐
Non-accelerated filer			☐						Smaller reporting company			☐
									Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 30, 2023, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $23,784,458,062 based on the closing sale price as reported on The Nasdaq Global Select Market.

518 million shares of common stock issued and outstanding as of February 23, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference from the definitive proxy statement for the registrant’s 2024 Annual Meeting of Stockholders.

eBay Inc.

Form 10-K

For the Fiscal Year Ended December 31, 2023

TABLE OF CONTENTS

						Page
Part I
Item 1.			Business			5
Item 1A.			Risk Factors			12
Item 1B.			Unresolved Staff Comments			33
Item 1C.			Cybersecurity			33
Item 2.			Properties			34
Item 3.			Legal Proceedings			34
Item 4.			Mine Safety Disclosures			35
Part II
Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			36
Item 6.			[Reserved]			37
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			38
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			54
Item 8.			Financial Statements and Supplementary Data			57
Item 9.			Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			57
Item 9A.			Controls and Procedures			57
Item 9B.			Other Information			57
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.			57
Part III
Item 10.			Directors, Executive Officers and Corporate Governance			58
Item 11.			Executive Compensation			58
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			58
Item 13.			Certain Relationships and Related Transactions, and Director Independence			58
Item 14.			Principal Accountant Fees and Services			58
Part IV
Item 15.			Exhibits and Financial Statement Schedule			59
Item 16.			Form 10-K Summary			59

Table of Contents

PART I

FORWARD-LOOKING STATEMENTS

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, inflationary pressure, foreign exchange rate volatility and geopolitical events, new or planned features or services, or management strategies). You can generally identify these forward-looking statements by words such as “aim,” “anticipate,” “believe,” “commit,” “continue,” “could,” “design,” “develop,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “likely,” “maintain,” “may,” “ongoing,” “opportunity,” “plan,” “possible,” “potential,” “should,” “target,” “will,” “would” and other similar expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others:

*•*fluctuations in, and our ability to predict, our results of operations and cash flows;

*•*our ability to convert visits into sales for our sellers, attract and retain sellers and buyers, and execute on our business strategy;

*•*our ability to compete in the markets in which we participate;

*•*our ability to generate revenue from our foreign operations and expand in international markets;

*•*the impact of inflationary pressure, fluctuations in foreign currency exchange rates, increasing interest rates and geopolitical events such as the ongoing wars in Ukraine and in Israel and Gaza, including the related disruptions to international shipping in the Red Sea;

*•*our ability to keep pace with rapid technological developments or continue to innovate and create new initiatives to provide new programs, products and services;

*•*our ability to operate and continuously develop our payments system and financial services offerings;

*•*the impact of evolving domestic and foreign government laws, regulations, rules and standards that affect us, our business and/or our industry;

*•*our reliance on third-party providers;

*•*our ability to protect or enforce our intellectual property rights;

*•*our ability to deal effectively with fraudulent activities on our platforms;

*•*the impact of any security breaches, cyberattacks or system failures and resulting interruptions;

*•*our ability to attract, retain and develop highly skilled employees;

*•*our ability to accomplish or accurately track and report results related to our environmental, social and governance goals;

*•*current and potential litigation and regulatory and government inquiries, investigations and disputes involving us or our industry;

*•*our ability to generate sufficient cash flow to service our indebtedness;

*•*the impact of evolving sales and other tax regimes in various jurisdictions and anticipated tax liabilities; and

*•*the success of our potential acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments.

A more complete description of these risks and uncertainties is included in “Item 1A: Risk Factors” of this Annual Report on Form 10-K, as well as in our consolidated financial statements, related notes, and the other information appearing elsewhere in this report and our other filings with the Securities and Exchange Commission (“SEC”). We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this report to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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