eBay (EBAY) 10-K risk factor changes: FY2023 vs FY2022

- [removed: Fluctuations] [added: We are exposed to fluctuations] in foreign currency exchange [removed: rates] [added: rates, which] could negatively impact our financial results.

- Our business may be adversely affected by geopolitical events, natural disasters, seasonal factors and [removed: similar factors.][added: other factors that cause our users to spend less time, or transact less, on our websites or mobile platforms and applications, including increased usage of other websites.]

[removed: - We] [added: Because competition for key employees is intense, we] may not be able to attract, retain, and develop the highly skilled employees [removed: and senior management that] we need to support our business.

- We [removed: are] [added: could be] subject to regulatory [removed: activity] [added: or agency investigations and/or court proceedings] under [added: unfair] competition laws that could adversely impact our business.

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

- Fluctuations in interest [removed: rates] [added: rates, and changes in regulatory guidance related to such interest rates,] could adversely impact our financial results.

- Our business and our sellers and buyers may be subject to [added: evolving] sales and other tax regimes in various jurisdictions, which may harm our business.

- Acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments could result in operating difficulties and could harm our [removed: business.][added: business or impact our financial results.]

- We may be exposed to claims and liabilities as a result of the [removed: Distribution of PayPal.][added: Distribution.]

Current global economic events and conditions [added: as well as evolving regulatory scrutiny] may amplify many of these risks.

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

- the impact of competitive and industry [removed: developments] [added: developments, including changes in the legal] and [added: regulatory landscape, 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, inflation (such as recent inflationary pressure), higher taxes, reduced access to credit, changes in federal economic policy, [removed: the impact of the COVID-19] [added: public health issues such as a] pandemic, recent global economic uncertainty, lower consumer confidence and demand for discretionary goods, and geopolitical events such as recent international trade disputes and the ongoing [removed: war] [added: wars] in [removed: Ukraine.][added: Ukraine and in Israel and Gaza, including the related disruptions to international shipping in the Red Sea.]

We compete in two-sided markets, and [added: we] must attract both buyers and sellers to use our platforms.

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

In addition, certain platform businesses, such as Alibaba, Alphabet (Google), Amazon, [removed: Apple,] [added: Apple and] Meta (Facebook and Instagram), many of [removed: whom] [added: which] 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, [removed: or] [added: including] if [removed: products offered through eBay] [added: sellers on our platforms] are [removed: not available for purchase where the consumers shop, particularly the higher growth of sales of fixed-price] [added: unable to source] items [removed: and] [added: or we are unable to provide] higher [removed: expected] service levels (some of which depend on services provided by sellers on our [removed: platforms),] [added: platforms) in line with consumer expectations,] or if we are unable to compete effectively with and adapt to changes in larger platform businesses, our business and reputation will suffer.

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

Other competitors may offer or continue to offer faster and/or free shipping, delivery on Sunday, same-day delivery, [added: more] favorable return policies or other transaction-related services which improve the user experience on their sites and which could be impractical or inefficient for our sellers to match.

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

Some of our competitors control other products and services that are important to our success, including [removed: credit card interchange,] [added: payment processing,] Internet search, [added: shipping] and [added: delivery resources, and] mobile operating systems.

For example, Alphabet, which operates a shopping platform service, has from time to time made changes to its search algorithms that [added: have] 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, Instagram, Google, [added: TikTok,] Walmart, Target, [added: Best Buy,] Macy’s, Etsy, [removed: StockX,] Shopify, Wayfair, [removed: TheRealReal, Overstock.com] [added: Temu, Shein,] 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: sites,] including but not limited to, [added: Vinted, StockX, TheRealReal,] Back Market, Chrono24, [removed: FARFETCH] [added: Fanatics, Farfetch, RockAuto,] and GOAT Group, among others.

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

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

We may increasingly compete with local competitors in developing countries that have [added: these or other] unique advantages, such as a greater ability to operate under local regulatory authorities.

In addition, certain manufacturers [added: or brands] may [added: seek to] limit or cease distribution of their products through online channels, such as our sites.

- uncertainties and instability in economic and market conditions resulting from inflationary pressures, increasing interest rates and the ongoing [removed: war] [added: wars] in [removed: Ukraine;][added: Ukraine and in Israel and Gaza, including the related disruptions to international shipping in the Red Sea;]

- [added: economic and] trade [added: sanctions, trade] barriers and changes in trade regulations;

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

- different, uncertain, or more stringent user protection, data protection, [added: data localization,] privacy, and other [added: data and consumer protection] laws;

[removed: Any] factors that increase the costs of cross-border trade or restrict, delay, or make cross-border trade more difficult or impractical would lower our revenues and profits and could harm our business.

*Our business may be adversely affected by geopolitical events, natural disasters, seasonal factors and other factors that cause our users to spend less [removed: time] [added: time, or transact less,] on our websites or mobile platforms and applications, including increased usage of other websites.*

Our users may spend less time on our websites and our applications for mobile devices as a result of a variety of [removed: diversions,] [added: diversions and other factors,] including: geopolitical events, such as war (including the ongoing [removed: war] [added: wars] in [removed: Ukraine),] [added: Ukraine and Israel and Gaza, including] the [added: related disruptions to international shipping in the Red Sea), the] threat of war, [added: social] or [added: political unrest, or] terrorist activity; natural [removed: disasters or] [added: disasters;] the [added: physical] effects of climate change (such as drought, flooding, wildfires, increased storm severity and sea level rise); [added: and potential increases in the cost of energy due to climate change;] power shortages or [removed: outages,] [added: outages;] major public health issues, including [removed: pandemics (such as COVID-19 variants);] [added: pandemics;] less discretionary [removed: spend due to increasing utility prices in the European Union;] [added: consumer spending;] 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.

If any of these, or any other factors, divert [added: or otherwise prevent] our users from using [added: or transacting on] our websites or mobile applications, our business could be materially adversely affected.

In [removed: 2022,] [added: 2023,] we experienced reduced traffic in most markets resulting from geopolitical events (such as the ongoing war in Ukraine), inflationary pressure, foreign exchange rate [removed: volatility] [added: volatility, elevated interest rates] and lower consumer confidence.

In addition to our own initiatives and innovations, we rely in part on third parties, including some of our competitors, for the development of and access to new [removed: technologies.][added: technologies, including GAI tools.]

Our [added: future] success will depend on our ability to develop new technologies and adapt to technological changes and evolving industry standards.

[removed: Litigation] [added: Litigation, legislation, or regulation] involving liability for any such third-party actions could result in increased costs of doing business, lead to adverse judgments or settlements or otherwise harm our business.

- Our success largely depends on key employees.

The loss of senior management or other key employees could harm our business.

- Other laws and regulations could harm our business.

- Our disclosures and stakeholder expectations related to environmental, social and governance matters may impose additional costs and expose us to new risks.

Failure to comply

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with the terms of our indebtedness could result in the acceleration of our indebtedness, which could have an adverse effect on our cash flow and liquidity.

- We may have exposure to greater than anticipated tax liabilities.

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As we respond to changes in the competitive environment, we may, from time to time, make pricing, service, policy or marketing decisions or acquisitions that

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- supply chain disruptions including the ongoing disruptions to international shipping in the Red Sea;

- import or export regulations, including the complexities of seller compliance with “de minimis thresholds” and other parallel regulations across the broad range of categories and products offered on our platforms;

Changes to customs authorities’ “de minimis” thresholds, as well as increased costs or fees for third party sellers, logistics providers, or online marketplaces associated with changes in customs policy, as well as any other

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We are also increasingly leveraging AI technologies, including GAI, in our products and services and are making investments to expand our use of GAI capabilities.

For example, GAI is a new and rapidly developing technology in its early stages of commercial use and presents certain inherent risks.

GAI algorithms are based on machine learning and predictive analytics, which can create unintended biases and discriminatory outcomes, and outputs can be completely fabricated or false (e.g., GAI hallucinatory behavior) or contain copyrighted or other protected material.

There is a risk that our algorithms could produce such outcomes or other unexpected results or behaviors that could harm our reputation, business, or buyers and sellers.

In particular, the AI regulatory landscape is still uncertain and evolving, and the development and use of AI technologies, including GAI, in new or existing products may result in new or enhanced governmental or regulatory activity and scrutiny, litigation, ethical concerns or other complications that could be costly and time-consuming and could adversely affect our business, reputation or financial results.

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Patent protection may not be available or obtainable for our proprietary rights, or patent applications may not issue.

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For example, the intellectual property ownership and license rights surrounding AI technologies, including GAI, have not been fully addressed by U.S. courts or by U.S. or international laws or regulations, and the use or adoption of third-party GAI technologies into our products and services may result in exposure to claims of intellectual property infringement or misappropriation, which could harm our business and financial results.

Our use of GAI tools could also result in a greater likelihood of cybersecurity incidents, privacy violations and inadvertent disclosures of our intellectual property or other confidential information, any of which could either directly or indirectly harm our business, operations and reputation.

Further, if employees fail to comply with internal security policies and practices, this may present the risk of improper access, use or disclosure of data.

The increasing sophistication of attacks and regulatory requirements could require us to fundamentally change our business activities and practices to mitigate and/or respond to security vulnerabilities.

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In addition, our use of AI involves significant technical complexity and requires specialized expertise.

Any disruption or failure in our AI systems or infrastructure, or those of our third-party providers, could result in delays or errors in our operations, which could harm our business and financial results.

Our business is primarily non-unionized, but we have some works councils outside the United States and have seen some unionization amongst the employees of one of our subsidiaries in the United States.

In addition, in January 2024, we announced a restructuring plan that includes a reduction of our workforce by approximately 1,000 employees, or 9%.

Our restructuring plan, and any future restructuring plans, reductions in force or other cost-cutting measures, could divert management attention, adversely affect employee morale and turnover, and damage our reputation as an employer, which could increase the difficulty of attracting, retaining and motivating qualified personnel and maintaining our corporate culture.

Further, our reduced headcount following our restructuring plan and any further turnover may increase the difficulty of executing on our plans, including due to the

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loss of historical, technical or other expertise, which may have an adverse effect on our business, prospects and results of operations.

We have implemented policies and procedures designed to ensure compliance with

- The global COVID-19 pandemic could harm our business and results of operations.

and greater brand recognition, as well as competitors that may have a better understanding of local culture and commerce.

*The global COVID-19 pandemic could harm our business and results of operations.*

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

The 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 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 pandemic, including China’s former “zero-COVID” policy and its impact to the 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 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 caused us to require employees to work remotely for an extended period of time.

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.

If there is a prolonged impact of COVID-19, it could adversely affect our business, results of operations, financial condition and liquidity, perhaps materially.

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

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.

The COVID-19 pandemic and the related measures to contain its spread did not adversely affect our consolidated results of operations.

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 resulted in more online shopping.

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.

These trends may 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.

- supply chain disruptions;

- import or export regulations;

- economic and trade sanctions;

Our liability for these sorts of claims is beginning to be clarified in some jurisdictions.

systems are unreliable, leading them to switch to our competitors or to avoid our sites, and could permanently harm our reputation and brands.

For example, the General Data Protection Regulation (“GDPR”) became effective in May 2018.

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.

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.

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

As described more fully under “Note 13 — Commitments and Contingencies — Litigation and Other Legal Matters” and below under the heading “The listing or sale by our users of certain items, including items that allegedly infringe the intellectual property rights of rights owners, including pirated or counterfeit items, illegal items or items used in an illegal manner may harm our business,” certain government agencies are seeking to hold us liable for third party sales on our Marketplace platforms to the extent such sales implicate laws and regulations enforced by those agencies, including specifically the EPA and the DEA.

In addition, as also more fully described under “Note 13 — Commitments and Contingencies — Litigation and Other Legal Matters,” we are responding to inquiries from the U.S. Attorney for the District of Massachusetts regarding potential criminal liability of the Company arising from the stalking and harassment in 2019 of the editor and publisher of Ecommercebytes, a website that publishes ecommerce news and information.

Six former Company employees and one former contractor have pleaded guilty to crimes arising from the conduct.

The Company has begun discussions with the U.S. Attorney’s Office, which discussions include a potential settlement.

We expect any such settlement may include fines, other payments, and non-monetary remedies, such as additional remediation, compliance and reporting requirements.

Furthermore, the editor and publisher also have a pending civil action against the Company, which seeks unspecified damages arising from the above-described conduct.

Based on currently available information, reasonably possible losses arising directly from such claims, lawsuits, government investigations, and other proceedings (i.e., monetary damages or amounts paid in judgment or settlement) in excess of our recorded accruals are not material.

Other companies and government agencies have in the

As described more fully under “Note 13 — Commitments and Contingencies — Litigation and Other Legal Matters,” we have received requests for information from government agencies related to our potential liability for products sold by sellers on our Marketplace platforms.

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

The inquiries relate to whether and to what extent we should be liable for the sale of regulated or illicit products manufactured and sold by others who listed such products on Marketplace platforms in a manner that evaded and/or was designed to evade detection by us.

Our potential liability to third parties for the user-provided content on our sites may increase.

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

This section of this Form 10-K generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021.*][added: 2022.*]

[removed: In 2022,] [added: Throughout most of 2023,] we [removed: also] experienced reduced traffic in most markets resulting from geopolitical events, inflationary pressure, foreign exchange rate [removed: volatility] [added: volatility, elevated interest rates] and lower consumer confidence.

These factors negatively impacted discretionary consumer spending, are uncertain in duration and we expect them to continue into [removed: 2023.][added: 2024.]

[removed: See] [added: For additional details related to our legal matters, please see] “Note [removed: 4] [added: 13] — [removed: Discontinued Operations” in our] [added: Commitments and Contingencies” to the] consolidated financial statements included [removed: elsewhere] in this [removed: report for additional information.][added: report.]

We calculate the year-over-year impact of foreign currency movements using prior period foreign currency [removed: rates] [added: rates, excluding hedging activity,] applied to current year transactional currency amounts.

Operating margin decreased to [removed: 24.0%] [added: 19.2%] in [removed: 2022] [added: 2023] compared to [removed: 28.1%] [added: 24.0%] in [removed: 2021.][added: 2022.]

In [removed: 2022,] [added: 2023,] we repurchased [removed: $3.1] [added: $1.4] billion of common stock and paid [removed: $489] [added: $528] million in cash dividends.

In [removed: January] 2023, we repaid debt of $1.2 billion consisting of the floating rate and 2.750% senior [removed: notes.][added: notes due 2023.]

In February [removed: 2023,] [added: 2024,] we declared a [removed: quarterly] cash dividend [added: for the first quarter] of [removed: $0.25] [added: 2024 of $0.27] per share of common stock to be paid on March [removed: 24, 2023] [added: 25, 2024] to stockholders of record as of March [removed: 10, 2023.][added: 11, 2024.]

[removed: Consolidated] [added: | *% of] net [removed: revenues are unchanged.][added: revenues* | | | *50* | | *%* | | | | | | | | | | *49* | | *%* | | | | | | | | | | *48* | | *%* |]

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

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

| | | | [removed: 2022] [added: 2023] | | | | | | % Change | | | | | | [removed: 2021] [added: 2022] | | | | | | % Change | | | | | | [removed: 2020] [added: 2021] | | |

| Net revenues | | | $ | [removed: 9,795] [added: 10,112] | | | | | [removed: (6)] [added: 3] | | % | | | | $ | [removed: 10,420] [added: 9,795] | | | | | [removed: 17] [added: (6)] | | % | | | | $ | [removed: 8,894] [added: 10,420] | |

In addition, macroeconomic conditions, including the impact of COVID-19, [added: have in the past] disrupted seasonal patterns in net revenues, particularly in the [removed: second quarter of 2020 and in the] first quarter of 2021.

| *% change from prior quarter* | | | [removed: *(4)*] [added: *—*] | | *%* | | | | [removed: *28*] [added: *1*] | | *%* | | | | [removed: *(3)*] [added: *(2)*] | | *%* | | | | [removed: *10*] [added: *2*] | | *%* |

| U.S. | | | $ | [removed: 4,842] [added: 5,073] | | | | | [removed: (4)] [added: 5] | | % | | | | [removed: 5,048] [added: 4,842] | | | | | | [removed: 22] [added: (4)] | | % | | | | $ | [removed: 4,151] [added: 5,048] | |

| *% of net revenues* | | | [removed: *49*] [added: *50*] | | *%* | | | | | | | | | | [removed: *48*] [added: *51*] | | *%* | | | | | | | | | | [removed: *47*] [added: *52*] | | *%* |

| International | | | [removed: 4,953] [added: 5,039] | | | | | | [removed: (8)] [added: 2] | | % | | | | [removed: 5,372] [added: 4,953] | | | | | | [removed: 13] [added: (8)] | | % | | | | [removed: 4,743] [added: 5,372] | | |

| *% of net revenues* | | | [removed: *51*] [added: *28*] | | *%* | | | | | | | | | | [removed: *52*] [added: *27*] | | *%* | | | | | | | | | | [removed: *53*] [added: *25*] | | *%* |

| Total net revenues [added: (1)(2)] | | | $ | [removed: 9,795] [added: 10,112] | | | | | [removed: (6)] [added: 3] | | % | | | | $ | [removed: 10,420] [added: 9,795] | | | | | [removed: 17] [added: (6)] | | % | | | | $ | [removed: 8,894] [added: 10,420] | |

[removed: The recent] [added: Year-over-year] appreciation [added: or depreciation] 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 [removed: the] [added: significant] risk.

[removed: Because of these factors,] [added: Therefore,] we are subject to the risks related to [removed: doing] [added: conducting] business in foreign countries as discussed under “Item 1A: Risk Factors” in Part I of this report.

[removed: Net] [added: (1)Net] revenues [removed: included] [added: were net of $56 million and] $140 million of hedging gains [removed: during 2022,] [added: and] $65 million of hedging losses during [removed: 2021] [added: the years ended December 31, 2023, 2022] and [removed: $15 million of hedging gains during 2020.][added: 2021, respectively.]

[removed: Foreign] [added: (2)Foreign] currency movements relative to the U.S. dollar had [added: a favorable impact of $52 million,] an unfavorable impact of $320 million [removed: on net revenues in 2022] and a favorable impact of $188 million [removed: and $26 million on net revenues in 2021] [added: during the years ended December 31, 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

The effect of foreign currency exchange rate movements in [removed: 2022] [added: 2023] compared to [removed: 2021] [added: 2022] was primarily attributable to the [removed: strengthening] [added: weakening] of the U.S. dollar against the British pound and [removed: euro.][added: other major currencies.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | As Reported | | | | | | FX-Neutral | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | As Reported | | | | | | FX-Neutral | | |

| Net revenues [removed: (1)] [added: (1)(2)] | | | $ | [removed: 9,795] [added: 10,112] | | | | | $ | [removed: 10,420] [added: 9,795] | | | | | [removed: (6)] [added: 3] | | % | | | | [removed: (4)] [added: 4] | | % | | | | $ | [removed: 10,420] [added: 9,795] | | | | | $ | [removed: 8,894] [added: 10,420] | | | | | [removed: 17] [added: (6)] | | % | | | | [removed: 15] [added: (4)] | | % |

| GMV [removed: (2)] | | | $ | [removed: 73,900] [added: 73,206] | | | | | $ | [removed: 87,365] [added: 73,900] | | | | | [removed: (15)] [added: (1)] | | % | | | | [removed: (11)] [added: (1)] | | % | | | | $ | [removed: 87,365] [added: 73,900] | | | | | $ | [removed: 87,608] [added: 87,365] | | | | | [removed: —] [added: (15)] | | % | | | | [removed: (3)] [added: (11)] | | % |

| Take rate (3) | | | [removed: 13.25] [added: 13.81] | | % | | | | [removed: 11.93] [added: 13.25] | | % | | | | [removed: 1.32] [added: 0.56] | | % | | | | | | | | | | [removed: 11.93] [added: 13.25] | | % | | | | [removed: 10.15] [added: 11.93] | | % | | | | [removed: 1.78] [added: 1.32] | | % | | | | | | |

[removed: (1)Marketplace net] [added: (1)Net] revenues were net of [added: $56 million and] $140 [removed: million, $65] million [added: of hedging gains] and [removed: $15] [added: $65] million [added: of] hedging [removed: activity] [added: losses] during the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021,] respectively.

[removed: Net] [added: The increase in net] revenues [removed: were also impacted] [added: was partially offset] by [removed: reduced] [added: a reduction in] traffic in most markets resulting from geopolitical events, inflationary pressure, foreign exchange [removed: volatility] [added: rate volatility, elevated interest rates] and lower consumer confidence, which negatively impacted discretionary consumer spending during [removed: 2022] [added: 2023] compared to [removed: 2021.][added: 2022.]

Net revenues [removed: decreased at a lower rate than] [added: continued to outpace] GMV during [removed: 2022 compared to 2021] [added: 2023] primarily due to the benefit of a higher take [removed: rate during the same periods, as discussed above.][added: rate.]

[removed: Despite GMV’s divergence from net revenues,] [added: While] we [added: expect this trend to continue to a lesser extent into 2024, we] still believe [removed: the metric] [added: GMV] provides a useful measure of overall volume of paid transactions that flow through the platform in a given period.

Significant components of these costs primarily consist of employee compensation [removed: including] [added: (including] stock-based [removed: compensation,] [added: compensation),] contractor costs, facilities costs, depreciation of equipment and amortization expense, bank transaction fees, credit card interchange and assessment fees, authentication [added: costs, shipping] costs and digital services tax.

| Cost of net revenues [added: (1)(2)] | | | $ | [removed: 2,680] [added: 2,833] | | | | | [removed: 1] [added: 6] | | % | | | | $ | [removed: 2,650] [added: 2,680] | | | | | [removed: 47] [added: 1] | | % | | | | $ | [removed: 1,797] [added: 2,650] | |

| *% of net revenues* | | | [removed: *27*] [added: *22*] | | *%* | | | | | | | | | | [removed: *25*] [added: *22*] | | *%* | | | | | | | | | | [removed: *20*] [added: *21*] | | *%* |

eBay Inc. is a global commerce leader that connects people and builds communities to create economic opportunity for all.

Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive.

Our Marketplace platforms, including our online marketplace located at www.ebay.com and its localized counterparts, our off-platform businesses in Japan and the United States, and our suite of mobile apps, together, create one of the world's largest and most vibrant marketplaces for discovering great value and unique selection.

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Net revenues increased 3% to $10.1 billion during 2023 compared to $9.8 billion in 2022.

FX-Neutral net revenues (as defined above) increased 4% compared to 2022.

We generated cash flow from continuing operating activities of $2.4 billion in 2023 compared to $2.6 billion in 2022.

We recorded $1.8 billion of aggregate gains on equity investments and warrant in our consolidated statement of income during 2023 compared to $3.8 billion of aggregate losses recorded during 2022.

In 2023, we announced our support for the voluntary tender offer led by Permira and Blackstone to acquire all the publicly traded shares of Adevinta (the “Adevinta Transaction”).

As part of the Adevinta Transaction, eBay agreed to sell 50% of its shares for an estimated $2.2 billion and to exchange the remaining shares for an equity stake of approximately 20% in the newly privatized company.

The Adevinta Transaction remains subject to closing conditions and is expected to be completed in the second quarter of 2024.

In February 2024, our Board authorized an additional $2.0 billion stock repurchase program with no expiration from the date of authorization.

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Seasonal trends in net revenues may be influenced as we introduce and scale new products throughout the year.

| 2023 | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | $ | 2,510 | | | | | $ | 2,540 | | | | | $ | 2,500 | | | | | $ | 2,562 | |

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| | | | 2023 | | | | | | % Change | | | | | | 2022 | | | | | | % Change | | | | | | 2021 | | |

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(2)Foreign currency movements relative to the U.S. dollar had a favorable impact of $52 million, an unfavorable impact of $320 million and a favorable impact of $188 million during the years ended December 31, 2023, 2022 and 2021, respectively.

Net revenues increased primarily due to the investment in focus categories and a higher take rate driven by the expansion of promoted listings and payment services and the launch of eBay International Shipping.

| | | | 2023 | | | | | | % Change | | | | | | 2022 | | | | | | % Change | | | | | | 2021 | | |

(1)Cost of net revenues were net of immaterial hedging activity during the years ended December 31, 2023, 2022 and 2021, respectively.

(2)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $2 million, a favorable impact of $81 million and an unfavorable impact of $31 million on cost of net revenues during the years ended December 31, 2023, 2022 and 2021, respectively.

The increase in cost of net revenues during 2023 compared to 2022 was primarily driven by a $96 million increase related to the launch of eBay International Shipping, a $39 million increase related to the expansion of authentication services, and a $24 million increase in customer support costs, partially offset by a $17 million decrease in payment processing costs incurred.

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| | | | 2023 | | | | | | % Change | | | | | | 2022 | | | | | | % Change | | | | | | 2021 | | |

(1)Operating expenses were net of immaterial hedging activity during the years ended December 31, 2023, 2022 and 2021, respectively.

Our top technology priorities include the implementation of our strategic plan including payment intermediation capabilities, improved seller tools and buyer experiences.

The increase in product development expenses during 2023 compared to 2022 was primarily due to an increase in employee related costs as we continued to innovate and modernize the shopping experience across our platforms powered by intelligent computing at scale.

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The increase in general and administrative expenses during 2023 compared to 2022 was primarily due to $141 million of restructuring costs that did not occur in 2022, an $84 million increase in employee related costs, and an incremental $18 million accrual for probable losses related to legal matters.

The increase in provision for transaction losses during 2023 compared to 2022 was primarily due to $17 million higher transaction loss expense related to the launch of eBay International Shipping.

| | | | 2023 | | | | | | % Change | | | | | | 2022 | | | | | | % Change | | | | | | 2021 | | |

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| | | | 2023 | | | | | | % Change | | | | | | 2022 | | | | | | % Change | | | | | | 2021 | | |

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

The increase in our effective tax rate for 2023 compared to 2022 was primarily due to a remeasurement of deferred tax assets related to a tax rate reduction and an increase in reserves for uncertain tax positions partially offset by a benefit from the release of a valuation allowance.

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| | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

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, including with respect to the ongoing effects of COVID-19, 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 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.

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, those discussed 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.

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.

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

Founded in 1995 in San Jose, California, eBay is one of the world’s largest and most vibrant marketplaces for discovering great value and unique selection.

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

Our technologies and services are designed to provide buyers choice and a breadth of relevant inventory and to enable sellers worldwide to organize and offer their inventory for sale, virtually anytime and anywhere.

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 2020 and extending into 2021, there were changes in consumer behavior that resulted in more online shopping driven by the outbreak of a coronavirus and its variants (“COVID-19”).

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

In 2021, we completed the 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, “Emart”).

The results of our eBay Korea and 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.

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.

We generated cash flow from continuing operating activities of $2.6 billion in 2022 compared to $3.1 billion in 2021, ending the year with cash, cash equivalents and non-equity investments of $5.9 billion.

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 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.

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.

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

| 2020 | | | | | | | | | | | | | | | | | | | | | | | |

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

(2)GMV has been retrospectively recast to reflect the new definition of GMV announced in December 2021.

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.

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.

We expect the divergence between net revenues and GMV to continue to a lesser extent into 2023.

Cost of net revenues, net of immaterial hedging activities, was favorably impacted by $113 million attributable to foreign currency movements relative to the U.S. dollar in 2022 compared to 2021.

The increase in cost of net revenues in 2022 compared to 2021 was primarily due to higher payment processing costs incurred for managed payments, partially offset by the favorable impact of foreign currency movements described above.

There was no hedging activity within operating expenses.

Our top technology priorities include payment intermediation capabilities, products to grow the seller tools ecosystem and product experiences that delight our customers and enhance the buying experience for our enthusiasts.

Product development expenses were flat in 2022 compared to 2021 primarily due to an increase in employee related costs of $36 million offset by the favorable impact of foreign currency movements of $31 million.

To achieve this objective, we maintain our cash [removed: equivalents] [added: equivalents, customer accounts] and short-term and long-term investments in a variety of asset types, including bank deposits, government bonds and corporate debt securities.

As of December 31, [removed: 2022,] [added: 2023,] approximately 23% of our total cash and investments was held in cash and cash [removed: equivalents.][added: equivalents and customer accounts.]

As of December 31, [removed: 2022,] [added: 2023,] the balance of our corporate debt and government bond securities was [removed: $3.7] [added: $3.1] billion, which represented approximately [removed: 40%] [added: 29%] of our total cash and investments.

A hypothetical 1% (100 basis point) increase in interest rates would have resulted in a decrease in the fair value of our investments of [removed: $22] [added: $20] million and [removed: $4] [added: $22] million as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

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

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

As of December 31, [removed: 2022,] [added: 2023,] a [added: hypothetical] one dollar change in [added: the fair value of one share of] Adevinta’s common stock, holding other factors constant, would [removed: increase] [added: have increased] or [removed: decrease] [added: decreased] the fair value of the investment by approximately $404 million.

As of December 31, [removed: 2022,] [added: 2023,] a [added: hypothetical] one dollar change in [removed: KakaoBank’s] [added: the fair value of one share of Adyen’s] common stock, holding other factors constant, would [removed: increase] [added: have increased] or [removed: decrease] [added: decreased] the fair value of the [removed: investment] [added: warrant] by approximately [removed: $5] [added: $0.4] million.

As of December 31, [removed: 2022,] [added: 2023,] our equity investments totaled [removed: $3.4] [added: $5.0] billion, which represented approximately [removed: 36%] [added: 47%] of our total cash and investments, and primarily related to our equity investment in Adevinta.

As discussed [removed: above,] in [added: “Note 8 — Derivative Instruments” to our consolidated financial statements included in this report, 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.

For qualifying cash flow hedges, the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income [removed: (“AOCI”)] and subsequently reclassified into earnings in the same period the forecasted transaction affects earnings.

The following table illustrates the fair values of outstanding foreign exchange contracts designated as cash flow hedges and [added: foreign exchange contracts not designated for hedge accounting 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: 2022.][added: 2023.]

| Foreign exchange contracts - Cash flow hedges | | | $ | [removed: 89] [added: 5] | | | | | $ | [removed: (133)] [added: (62)] | |

| Foreign exchange contracts - Not designated for hedge accounting | | | $ | [removed: (16)] [added: (6)] | | | | | $ | [removed: (111)] [added: (74)] | |

These changes would have resulted in an [added: immaterial] adverse impact on income before income taxes [removed: of approximately $12 million] as of December 31, [removed: 2022] [added: 2023] taking into consideration the offsetting effect of foreign exchange forwards in place as of December 31, [removed: 2022.][added: 2023.]

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As of December 31, 2022, we had an aggregate principal amount of $8.9 billion of outstanding senior notes, of which 96% bore interest at fixed rates.

During 2020, we began to hedge the variability of the cash flows in interest payments associated with our floating-rate debt using interest rate swaps.

These interest rate swap agreements effectively convert our LIBOR-based floating-rate debt to a fixed-rate basis, reducing the impact of interest-rate changes on future interest expense.

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

Our interest rate swap contracts have maturity dates in 2023.

At December 31, 2022, we did not have an unhedged balance on our floating-rate debt.

We considered the historical volatility of short-term interest rates and determined that it was reasonably possible that an adverse change of 100 basis points could be experienced in the near term.

A hypothetical 1% (100 basis points) decrease in interest rates would have resulted in an immaterial decrease in the fair values of our floating to fixed rate interest swaps at December 31, 2022.

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

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

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

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

As of December 31, 2022, 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.

[removed: Unless] [added: *Unless] otherwise expressly stated or the context otherwise requires, when we refer to “we,” “our,” “us,” [removed: or] “eBay” [added: or the “Company”] in this annual report on Form 10-K, we mean eBay Inc. and its consolidated [removed: subsidiaries.][added: subsidiaries.*]

[removed: eBay is] [added: As] a global [removed: commerce leader through our Marketplace platforms which connect] [added: marketplace bringing together] millions of [removed: buyers and] sellers [removed: in] [added: and buyers across] more than 190 markets around the [removed: world.][added: world, our purpose is to connect people and build communities to create economic opportunity for all.]

[removed: The platforms include] [added: Our Marketplace platforms, including] our online marketplace located at www.ebay.com and its localized counterparts, [removed: including an] [added: our] off-platform [removed: business] [added: businesses] in [removed: Japan, as well as eBay’s] [added: Japan and the United States, and our] suite of mobile [removed: apps.][added: apps, together, create one of the world's largest and most vibrant marketplaces for discovering great value and unique selection.]

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: 134] [added: 132] million buyers worldwide.

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

We derived a majority of GMV in [removed: 2022] [added: 2023] from the following product [removed: categories —] [added: categories:] parts & accessories, collectibles, [removed: electronics,] fashion, [added: electronics,] and home & garden.

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

[removed: eBay remains] [added: We are] focused on growing our first-party advertising revenue through our [removed: Promoted Listings] suite of [added: Promoted Listings] products while reducing [added: our focus on] non-strategic, third-party advertising.

We currently offer [removed: four] [added: several] Promoted Listings [removed: products:] [added: products, including:] Promoted Listings Standard (a cost-per-acquisition [removed: product for fixed-price listings),] [added: product),] 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).

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

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

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

In addition, eBay authenticates eligible luxury and collectible items in five categories through “Authenticity Guarantee”, an independent authentication service available in the [removed: U.S.,] [added: United States,] the [removed: U.K.,] [added: United Kingdom,] Germany, Australia and Canada.

In our parts & accessories category, we [removed: are] focused on fitment to ensure that [removed: Motors] [added: automotive] enthusiasts are able to find the right [removed: part] [added: parts] to fit their [removed: vehicle.][added: vehicles by integrating the acquired technical capabilities of MyFitment onto our platforms.]

In [removed: 2022, more than $163] [added: 2023, nearly $162] million was raised by buyers and sellers to support charities via eBay for Charity.

During [removed: 2022,] [added: 2023,] the eBay Foundation granted [removed: nearly $23] [added: more than $19] million [removed: to support historically excluded entrepreneurs and] through [added: strategic grantmaking and] our employee gift-matching [removed: program.][added: program, primarily to support historically excluded entrepreneurs.]

To date, the eBay Foundation has awarded more than [removed: $100] [added: $120] million to more than 1,800 nonprofits.

As a pioneer of the circular economy, eBay has created [removed: a] [added: an online] space where people can buy and sell pre-owned goods.

This helps preserve the world’s natural resources [removed: and reduces the Company’s carbon footprint] by [removed: saving on] [added: avoiding a portion of] the [removed: water and] [added: carbon emissions, water,] energy [added: and waste] typically used in producing new [removed: goods while also reducing waste.][added: goods.]

We [removed: are on track] [added: have set a goal] to reduce our scope 1 and scope 2 emissions 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 [removed: timeframe.][added: timeframe, and we believe we are on track to achieve that goal.]

[added: In 2023,] 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: third] [added: fourth] year.

[removed: This year,] [added: In 2023,] eBay was also recognized for its commitment to sustainability and responsible business by its inclusion in the Dow Jones [removed: Sustainability World and North American Indices for the fourth straight year.]

[added: In 2023,] eBay also scored an [removed: A] [added: A-] on the CDP Climate Change questionnaire.

[removed: In 2022, we generated $74 billion in GMV, of which approximately 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 Marketplace platforms in a given period.

At the end of [removed: 2022,] [added: 2023,] eBay had [removed: 134] [added: 132] million active buyers and approximately [removed: 1.7] [added: 2.0] billion live listings globally.

Our Marketplace platforms are designed to enable our buyers and sellers to leverage our economies of scale and capital [removed: investments, such as] [added: investments] 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 [removed: are] [added: could be] subject to regulatory [removed: activity] [added: or agency investigations and/or court proceedings] under [added: unfair] competition laws that could adversely impact our business.”

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

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

As a result, Form 1099-Ks for the [removed: new thresholds] [added: $600 threshold] will be issued beginning in January [removed: 2024,] [added: 2025 for 2024 transactions,] subject to potential new federal legislation raising the threshold and/or future IRS action.

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

We have developed intuitive user [removed: interfaces,] [added: interfaces;] buyer, seller and developer [removed: tools] [added: tools;] and transaction processing, database and network applications that help enable our users to reliably and securely complete transactions on our sites.

Through technologies like [removed: artificial intelligence,] [added: AI, including generative AI (“GAI”),] we are anticipating the needs of buyers, sellers and developers, empowering entrepreneurs looking to grow their business, and making the platform more accessible to everyone.

We aggressively protect our intellectual property rights by relying on federal, state and common law rights in the [removed: U.S.] [added: United States] and internationally, as well as a variety of administrative procedures.

We [added: routinely] pursue [removed: the] registration of our domain names, trademarks and [removed: service marks] [added: patents] in the [removed: U.S.] [added: United States] and internationally.

We have registered our core brands as trademarks and domain names in the [removed: U.S.] [added: United States] and [removed: a large number of other jurisdictions] [added: internationally] and have in place an active program to continue to secure trademarks and domain names that correspond to our brands in markets of interest.

If we are unable to register or protect our trademarks or domain names, we could be adversely affected in any jurisdiction in which our trademarks or domain names are not [removed: registered or protected.]

We have licensed in the past, and expect to license in the future, certain of our proprietary rights, such as [removed: trademarks or copyrighted material,] [added: trademarks,] to others.

Please see the information in “Item 3: Legal Proceedings” and in “Item 1A: Risk Factors” under the captions “The listing or sale by our users of certain items, including items that allegedly infringe the intellectual property rights of rights owners, [removed: such as] [added: including] pirated or counterfeit items, illegal items or items used in an illegal [removed: manner] [added: manner,] may harm our business,” and “We may be unable to adequately protect or enforce our intellectual property rights and face ongoing allegations by third parties that we are infringing their intellectual property rights.”

Founded in 1995 in San Jose, California, eBay Inc. is a global commerce leader that connects people and builds communities to create economic opportunity for all.

Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive.

In 2023, eBay enabled more than $73 billion of gross merchandise volume.

For more information about the Company and its global portfolio of online brands, visit www.ebayinc.com.

In 2023, we evolved our strategy to focus on reinventing the future of ecommerce for enthusiasts.

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Our new magical listing experience offers an artificial intelligence (“AI”) driven description for all listings across our Marketplace platforms — desktop, mobile and app — reducing the time to list and enhance seller experience.

In 2023, we expanded our Promoted Listings offerings to help our sellers drive greater velocity and price realization for their inventory.

We also expanded the eBay International Shipping program for United States sellers surfacing millions of listings to buyers across more than 190 countries while removing the friction of international shipping and customs formalities.

In 2023, eBay for Charity matched donations made to the International Rescue Committee, Team Rubicon, World Central Kitchen, Hawaii Community Foundation and American National Red Cross, and partnered with Homes For Our Troops, GiveLove, Deckaid Inc, Direct Relief and Free The Work.

eBay has continued to work towards its goal of achieving 100% renewable energy in its operations and data centers by 2025.

We have also set Science Based Targets for all three scopes of our emissions.

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Sustainability World and North American Indices for the fifth straight year.

In 2023, we generated $73 billion in GMV, of which approximately 52 percent was generated outside the United States.

The EU Digital Services Act (the “DSA”) will begin to be enforced for all online platforms as of mid-February 2024.

The DSA also enforces new content moderation obligations, notice obligations,

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Additionally, on October 26, 2023, the United Kingdom’s Online Safety Act (the “Act”) became law.

The Act creates requirements around monitoring and handling harmful content and may require us to expend resources to comply with the new regulations.

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registered or protected.

Approximately 7,500 of our employees were located in the United States.

We believe FlexWork provides us the flexibility to attract and hire the right talent and we leverage tools to keep our workforce connected.

We are focused on striking the right balance between in-person and remote work as we aim for individual productivity and overall team success.

Enhanced in-person collaboration is creating a more dynamic and engaging culture that unlocks innovation and drives better decision making.

In our workplace, we bring the best talent from different communities together to learn, grow, thrive and innovate.

Our Communities of Inclusion (“COI”) are the cornerstone of our DE&I efforts and help, welcome and connect eBay employees of many backgrounds and identities from around the world.

Through innovative experiential events, and meaningful discussions and connections, our COI aim to encourage growth and create an open, safe and welcoming place for everyone.

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We have continued to enhance our people and business processes, leveraging data insights, and providing ongoing learning and development opportunities to employees.

We have also continued to enhance our internal governance model to ensure a shared accountability around DE&I throughout the organization.

In 2023, we introduced a new medical plan in the United States focused on affordability and quality and expanded access to telehealth services.

In 2023, we also hosted a global well-being challenge and continued mental health first aid training for managers and peers to help manage burnout.

We continually look for ways to enhance the support we provide to employees and improve the effectiveness of our benefit programs.

We have also expanded support to employees by enhancing bereavement leave and adding an emergency paid leave program.

This is an important demonstration of how eBay seeks to support its employees and their family in moments that matter.

We are committed to ethics and acting with integrity.

In addition, we host an annual Ethics and Compliance Week focused on educating employees about our programs and the resources available to them to support ethical conduct and decision making.

In addition to multiple channels for sharing feedback, we also regularly survey our employees through our eBay Listens program.

eBay Inc. was formed as a sole proprietorship in September 1995 and was incorporated in California in May 1996.

In April 1998, we reincorporated in Delaware, and in September 1998, we completed the initial public offering of our common stock.

Our principal executive offices are located at 2025 Hamilton Avenue, San Jose, California, 95125, and our telephone number is (408) 376-7008.

Our 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).

The unified listing experience offers an intuitive and cohesive design across all Marketplace platforms — desktop, mobile and app — simplifying the listing flow and enhancing seller 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 growth in successful listings.

We also launched personalized tools, such as coded 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 reports.

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.

Legislation requiring increased seller information collection, verification and disclosure for online marketplaces was passed into law in a number of states in 2022.

Federal legislation is also being considered by Congress.

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

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.

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

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.

We continue to monitor and adapt to workplace changes brought on by the COVID-19 pandemic.

We implemented eBay FlexWork to support hybrid workers and continue to provide equipment, systems and resources to facilitate a connected workforce regardless of whether employees are in the office or working from home, including for our customer experience team members who are continuing to work from home in most cases.

In addition, as we continued to hire employees throughout the pandemic, we have reimagined the employee onboarding experience to be more virtual and self-service.

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.

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.

Our Communities of Inclusion welcome and connect eBay employees all over the world to help us nurture employees, allies and external communities.

They host events and forums to connect employees to groups organized around age, disability status, race/ethnicity, gender, military status, caregiver status, sexual orientation, and gender identity and expression.

We are currently preparing our sixth Global Diversity, Equity & Inclusion report for publication in the second quarter of 2023.

This is an important demonstration of our commitment to working parents and their families.

We maintained our commitment to ethics and acting with integrity in 2022.

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

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For the fiscal year ended December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $22,856,350,223] [added: $23,784,458,062] based on the closing sale price as reported on The Nasdaq Global Select Market.

[removed: 536,880,282] [added: 518 million] shares of common stock issued and outstanding as of February [removed: 21, 2023.][added: 23, 2024.]

Part III incorporates information by reference from the definitive proxy statement for the registrant’s [removed: 2023] [added: 2024] Annual Meeting of Stockholders.

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

| Item 1. | | | Business | | | [removed: [4](#ifef12521f50047bdad4deb3e74671e46_13)] [added: [5](#iaf838227d6ba469498d1fab6d8d2bd6f_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [11](#ifef12521f50047bdad4deb3e74671e46_16)] [added: [12](#iaf838227d6ba469498d1fab6d8d2bd6f_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [30](#ifef12521f50047bdad4deb3e74671e46_19)] [added: [33](#iaf838227d6ba469498d1fab6d8d2bd6f_19)] | | |

| Item 2. | | | Properties | | | [removed: [30](#ifef12521f50047bdad4deb3e74671e46_22)] [added: [34](#iaf838227d6ba469498d1fab6d8d2bd6f_22)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [30](#ifef12521f50047bdad4deb3e74671e46_25)] [added: [34](#iaf838227d6ba469498d1fab6d8d2bd6f_25)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [30](#ifef12521f50047bdad4deb3e74671e46_28)] [added: [35](#iaf838227d6ba469498d1fab6d8d2bd6f_28)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [31](#ifef12521f50047bdad4deb3e74671e46_34)] [added: [36](#iaf838227d6ba469498d1fab6d8d2bd6f_34)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [32](#ifef12521f50047bdad4deb3e74671e46_37)] [added: [37](#iaf838227d6ba469498d1fab6d8d2bd6f_37)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [33](#ifef12521f50047bdad4deb3e74671e46_43)] [added: [38](#iaf838227d6ba469498d1fab6d8d2bd6f_43)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [50](#ifef12521f50047bdad4deb3e74671e46_70)] [added: [54](#iaf838227d6ba469498d1fab6d8d2bd6f_70)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [53](#ifef12521f50047bdad4deb3e74671e46_73)] [added: [57](#iaf838227d6ba469498d1fab6d8d2bd6f_73)] | | |

| Item 9. | | | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | | | [removed: [53](#ifef12521f50047bdad4deb3e74671e46_76)] [added: [57](#iaf838227d6ba469498d1fab6d8d2bd6f_76)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [53](#ifef12521f50047bdad4deb3e74671e46_79)] [added: [57](#iaf838227d6ba469498d1fab6d8d2bd6f_79)] | | |

| Item 9B. | | | Other Information | | | [removed: [53](#ifef12521f50047bdad4deb3e74671e46_82)] [added: [57](#iaf838227d6ba469498d1fab6d8d2bd6f_82)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | | | [removed: [53](#ifef12521f50047bdad4deb3e74671e46_85)] [added: [57](#iaf838227d6ba469498d1fab6d8d2bd6f_85)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [54](#ifef12521f50047bdad4deb3e74671e46_91)] [added: [58](#iaf838227d6ba469498d1fab6d8d2bd6f_91)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [54](#ifef12521f50047bdad4deb3e74671e46_94)] [added: [58](#iaf838227d6ba469498d1fab6d8d2bd6f_94)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [54](#ifef12521f50047bdad4deb3e74671e46_97)] [added: [58](#iaf838227d6ba469498d1fab6d8d2bd6f_97)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [54](#ifef12521f50047bdad4deb3e74671e46_100)] [added: [58](#iaf838227d6ba469498d1fab6d8d2bd6f_100)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [54](#ifef12521f50047bdad4deb3e74671e46_103)] [added: [58](#iaf838227d6ba469498d1fab6d8d2bd6f_103)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedule | | | [removed: [55](#ifef12521f50047bdad4deb3e74671e46_106)] [added: [59](#iaf838227d6ba469498d1fab6d8d2bd6f_106)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [55](#ifef12521f50047bdad4deb3e74671e46_106)] [added: [59](#iaf838227d6ba469498d1fab6d8d2bd6f_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, [removed: including with respect to the ongoing effects of COVID-19,] inflationary pressure, foreign exchange rate volatility and geopolitical [removed: events (such as the ongoing war in Ukraine),] [added: events,] new or planned features or services, or management strategies).

You can generally identify these forward-looking statements by words such as [removed: “may,” “will,” “would,” “should,” “could,” “expect,”] [added: “aim,”] “anticipate,” “believe,” [added: “commit,” “continue,” “could,” “design,” “develop,”] “estimate,” [added: “expect,” “forecast,” “goal,”] “intend,” [removed: “plan”] [added: “likely,” “maintain,” “may,” “ongoing,” “opportunity,” “plan,” “possible,” “potential,” “should,” “target,” “will,” “would”] and other similar expressions.

[removed: Such] [added: *A more complete description of these] risks and uncertainties [removed: include, among others, those discussed] [added: 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”).

| Item 1C. | | | Cybersecurity | | | [33](#iaf838227d6ba469498d1fab6d8d2bd6f_2202) | | |

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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.*

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*Risk Management and Strategy*

Our approach to risk management is designed to identify, assess, prioritize and manage risk exposures that could affect our ability to execute our corporate strategy and fulfill our business objectives.

As part of our comprehensive enterprise risk management (“ERM”) program, we perform risk assessments in which we map and prioritize cybersecurity risks identified through the processes described below, including risks associated with our use of third-party service providers, based on probability, immediacy and potential magnitude.

These assessments inform our ERM strategies and oversight processes, and we view cybersecurity risks as one of the key risk categories we face.

For example, our information technology and infrastructure may be vulnerable to cyberattacks (including ransomware attacks) or other security incidents, as a result of which unauthorized third parties may be able to access our users’ proprietary information and payment card data that are stored on or accessible through our systems.

For more information regarding the cybersecurity-related risks we face, see the information in “Item 1A: Risk Factors” under the caption “Our business is subject to online security risks, including security breaches and cyberattacks.”

Our processes for assessing, identifying and managing cybersecurity risks and vulnerabilities are embedded across our business as part of our ERM program.

Among other things, we (i) conduct audits and tests of our information systems (including reviews and assessments by independent third-party advisors) to help identify areas for continued focus and improvement; (ii) review cybersecurity threat information published by government entities and other organizations in which we participate; (iii) provide cybersecurity awareness training for all employees and enhanced training for information security and other specialized personnel; (iv) perform phishing simulation testing of all employees; (v) perform security risk assessments of third-party providers to evaluate controls, mitigations and contractual obligations, as well as reporting obligations in connection with cybersecurity events and other risks that could have an adverse impact on eBay data and information systems; (vi) perform security risk assessments of newly acquired companies as well as material changes to products and technologies and (vii) run tabletop exercises to simulate and test responses to cybersecurity incidents.

We also maintain a “bug bounty” program to encourage professional security researchers to report potential security vulnerabilities to us.

We use the findings from these and other processes, as well as benchmarking against industry practices, to improve our cybersecurity practices, procedures and technologies.

We also have implemented and maintain cybersecurity incident response plans, which include processes to triage, assess, escalate, contain, investigate and remediate cybersecurity incidents, and to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

In addition, we maintain insurance to protect against potential losses arising from a cybersecurity incident.

*Governance and Oversight*

Our ERM program enables our Board of Directors (the “Board”) to establish a mutual understanding with management on the effectiveness of our cybersecurity risk management practices and capabilities, including the division of responsibilities for reviewing our risk exposure and risk tolerance, tracking emerging risks and ensuring proper escalation of certain key risks for periodic review by the Board and its committees.

As part of its broader risk oversight activities, the Board oversees risks from cybersecurity threats, both directly and through the Risk Committee of the Board (the “Risk Committee”).

As reflected in its charter, the Risk Committee assists the Board in its management of cybersecurity and data management risks and oversees our ERM function and structure, including governance structure and our guidelines and processes for risk assessment and risk management.

The Audit Committee of the Board also oversees our audits and tests of our cybersecurity practices and controls, as well as our internal control over financial reporting, including with respect to financial reporting-related information systems.

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As an element of its ERM oversight activities, the Risk Committee regularly reviews the results of our enterprise risk assessments, including cybersecurity risk assessments, as well as management's strategies to detect, monitor and manage such risks.

The Risk Committee discusses these risks with our Chief Technology Officer (“CTO”) and Chief Information Security Officer (“CISO”) and reports to the Board on the substance of these reviews and discussions.

Each year, the Risk Committee also receives “deep dive” reports from our CTO and CISO on cybersecurity and data management risks, and the full Board also discusses cybersecurity risks with our CTO and CISO at least once per year.

In addition to these regularly scheduled updates, our CTO and CISO may also report to the Risk Committee or the full Board, as appropriate, on the management of certain cybersecurity risks and progress towards agreed mitigation goals, as well as any potential material risks from cybersecurity threats that have been detected by the information security team.

We maintain an information security policy, which was approved by the Board and delegates to our CISO the authority and responsibility for managing our information security program.

Our CISO reports to our CTO and is responsible for day-to-day identification, assessment and management of the cybersecurity risks we face.

Along with other senior managers, our CTO and CISO are also responsible for prioritizing cybersecurity risks and developing a culture of risk-aware practices.

Existing and emerging cybersecurity risks are reported to and discussed with the CTO and CISO on a regular basis and as needed based on the threat level or severity of an incident.

Our CTO, Mazen Rawashdeh, has served in his role since July 2019 and previously served as our Chief Infrastructure and Architecture Officer since May 2016.

Prior to that, he was VP of Infrastructure Engineering and Operations responsible for global infrastructure engineering at Twitter for over four years.

He received his BSCS in computer science and mathematics.

Our CISO, Sean Embry, has served in his role since August 2015 and previously served as the senior leader responsible for infrastructure and operations engineering at Salesforce for three years.

He received his BSBA in management information systems and decision sciences, and his MBA in information technology management.

In accordance with our information security incident response plans, our information security team assesses the severity of any incidents it detects and follows escalation procedures embedded within the plans for upward reporting to the CISO and CTO, other members of management and the Board, each as needed.

In addition to the ordinary-course Board and Risk Committee reporting and oversight described above, we also maintain disclosure controls and procedures, including within our cybersecurity incident response plans, designed for analysis of potentially material events covered by our risk management framework, including cybersecurity incidents or threats.

We own and lease various properties in the [removed: U.S.] [added: United States] and [removed: 22] [added: 23] 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: 2022] [added: 2023] (in millions):

| Leased facilities | | | [removed: 1.0] [added: 0.8] | | | | | | 0.9 | | | | | | [removed: 1.9] [added: 1.7] | | |

| Total facilities | | | [removed: 2.3] [added: 2.1] | | | | | | 0.9 | | | | | | [removed: 3.2] [added: 3.0] | | |

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As of February [removed: 21, 2023,] [added: 23, 2024,] there were approximately [removed: 3,180] [added: 2,967] holders of record of our common stock, although we believe that there are a significantly larger number of beneficial owners of our common stock.

[removed: The company] [added: We] paid a total of [removed: $489] [added: $528] million and [removed: $466] [added: $489] million in cash dividends during the years ended December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively.

In February [removed: 2023,] [added: 2024,] we declared a [removed: quarterly] cash dividend [added: for the first quarter] of [removed: $0.25] [added: 2024 of $0.27] per share of common stock to be paid on March [removed: 24, 2023] [added: 25, 2024] to stockholders of record as of March [removed: 10, 2023.][added: 11, 2024.]

The timing, declaration, amount and payment of any future cash dividends are at the discretion of the Board [removed: of Directors] and will depend on many factors, including our available cash, working capital, financial condition, results of operations, capital requirements, covenants in our credit agreement, applicable law and other business considerations that [removed: our] [added: the] Board [removed: of Directors] considers relevant.

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: 2017] [added: 2018] (the last trading day for the year ended December 31, [removed: 2017)] [added: 2018)] in (i) our common stock, (ii) the Nasdaq Composite Index, (iii) the S&P 500 Index and (iv) the S&P 500 Information Technology Index.

[removed: ][added: ]

[removed: The following table presents stock] [added: Stock] repurchase activity during the three months ended December 31, [removed: 2022:][added: 2023 was as follows:]

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

[removed: (1)In] [added: In] February [removed: 2022] [added: 2024,] our Board authorized an additional [removed: $4.0] [added: $2.0] billion stock repurchase program.

[removed: Our] [added: (1)Our] stock repurchase programs are intended to programmatically offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, to make opportunistic and programmatic repurchases of our common stock to reduce our outstanding share count.

During the three months ended December 31, [removed: 2022] [added: 2023] we repurchased approximately [removed: $0.3 billion] [added: $283 million] of our common stock under our stock repurchase programs.

[removed: As] [added: Of the additional $4.0 billion stock repurchase program authorized by our Board in February 2022, as] of December 31, [removed: 2022,] [added: 2023] a total of approximately [removed: $2.8] [added: $1.4] billion remained available for future repurchases of our common [removed: stock under our stock repurchase program.][added: stock.]

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 [added: cash.]

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| October 31, 2023 | | | | | | 2,170,152 | | | | | | $ | 41.47 | | | | | 2,170,152 | | | | | | $ | 1,607,400,181 | |

| November 30, 2023 | | | | | | 2,368,319 | | | | | | $ | 40.22 | | | | | 2,368,319 | | | | | | $ | 1,512,138,901 | |

| December 31, 2023 | | | | | | 1,543,144 | | | | | | $ | 41.95 | | | | | 1,543,144 | | | | | | $ | 1,447,400,208 | |

| | | | | | | 6,081,615 | | | | | | | | | | | | 6,081,615 | | | | | | | | |

(2)Excludes broker commissions and excise tax accruals.

| 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 | | | | | | | | |

(2)Excludes broker commissions.

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*Evaluation of disclosure controls and procedures:* Based on the evaluation of our disclosure controls and procedures (as defined in [removed: 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: 2022.][added: 2023.]

*Changes in internal controls:* There were no changes in our internal control over financial reporting [removed: as] [added: (as] defined in Exchange Act Rule [removed: 13a-15(f)] [added: 13a-15(f)) identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) or 15d-15(d)] that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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.

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Incorporated by reference from our Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2022.][added: 2023.]

Incorporated by reference from our Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2022.][added: 2023.]

Incorporated by reference from our Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2022.][added: 2023.]

Incorporated by reference from our Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2022.][added: 2023.]

Incorporated by reference from our Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2022.][added: 2023.]

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| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [56](#ifef12521f50047bdad4deb3e74671e46_112)] [added: [60](#iaf838227d6ba469498d1fab6d8d2bd6f_112)] | | |

| Consolidated Balance Sheet | | | [removed: [58](#ifef12521f50047bdad4deb3e74671e46_115)] [added: [62](#iaf838227d6ba469498d1fab6d8d2bd6f_115)] | | |

| Consolidated Statement of Income | | | [removed: [59](#ifef12521f50047bdad4deb3e74671e46_121)] [added: [63](#iaf838227d6ba469498d1fab6d8d2bd6f_121)] | | |

| Consolidated Statement of Comprehensive Income | | | [removed: [60](#ifef12521f50047bdad4deb3e74671e46_124)] [added: [64](#iaf838227d6ba469498d1fab6d8d2bd6f_124)] | | |

| Consolidated Statement of Stockholders’ Equity | | | [removed: [61](#ifef12521f50047bdad4deb3e74671e46_127)] [added: [65](#iaf838227d6ba469498d1fab6d8d2bd6f_127)] | | |

| Consolidated Statement of Cash Flows | | | [removed: [62](#ifef12521f50047bdad4deb3e74671e46_130)] [added: [66](#iaf838227d6ba469498d1fab6d8d2bd6f_130)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [64](#ifef12521f50047bdad4deb3e74671e46_133)] [added: [68](#iaf838227d6ba469498d1fab6d8d2bd6f_133)] | | |

| Schedule II - Valuation and Qualifying Accounts | | | [removed: [117](#ifef12521f50047bdad4deb3e74671e46_232)] [added: [121](#iaf838227d6ba469498d1fab6d8d2bd6f_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: [118](#ifef12521f50047bdad4deb3e74671e46_235)] [added: [122](#iaf838227d6ba469498d1fab6d8d2bd6f_235)] | | |

Adevinta was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the fiscal [removed: year] [added: years] ended December 31, [added: 2023 and December 31,] 2021 (though not for the fiscal year ended December 31, 2022).

As such, financial statements of Adevinta for the fiscal years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] 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: 2022] [added: 2023] will be filed via an amendment to this Annual Report on Form 10-K on or before June 30, [removed: 2023.][added: 2024.]

We have audited the accompanying consolidated balance sheet of eBay Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] appearing under Item 15a.2.

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The total income tax [removed: benefit] [added: expense] for the year ended December 31, [removed: 2022] [added: 2023] was [removed: $327] [added: $932] million and gross amounts of unrecognized tax benefits were [removed: $493] [added: $613] million as of December 31, [removed: 2022.][added: 2023.]

| | | | December 31, | | | | | | | | | [added: | | | | | |]

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [added: 1,985 | | | | | $ |] 2,154 | | | | | $ | 1,379 | |

| Short-term investments | | | [removed: 2,625] [added: 2,556] | | | | | | [removed: 5,944] [added: 2,625] | | |

| Equity investment in Adevinta | | | [removed: 2,692] [added: 4,474] | | | | | | [removed: —] [added: 2,692] | | |

| Customer accounts and funds receivable | | | [removed: 763] [added: 1,013] | | | | | | [removed: 681] [added: 763] | | |

| Other current assets | | | [removed: 1,056] [added: 988] | | | | | | [removed: 1,107] [added: 1,056] | | |

| Total current assets | | | [removed: 9,290] [added: 11,016] | | | | | | [removed: 9,111] [added: 9,290] | | |

| Long-term investments | | | [removed: 1,797] [added: 1,133] | | | | | | [removed: 2,575] [added: 1,797] | | |

| Property and equipment, net | | | [removed: 1,238] [added: 1,243] | | | | | | [removed: 1,236] [added: 1,238] | | |

| Goodwill | | | [removed: 4,262] [added: 4,267] | | | | | | [removed: 4,178] [added: 4,262] | | |

| Operating lease right-of-use assets | | | [removed: 513] [added: 493] | | | | | | [removed: 289] [added: 513] | | |

| Deferred tax assets | | | [removed: 3,169] [added: 3,089] | | | | | | [removed: 3,255] [added: 3,169] | | |

| Equity investment in Adevinta | | | [added: $ |] — | | | | | [added: $] | [removed: 5,391] [added: —] | | | [added: | | $ | 10,776 | |]

| Other assets | | | [removed: 581] [added: 379] | | | | | | [removed: 591] [added: 581] | | |

| Total assets | | | $ | [removed: 20,850] [added: 21,620] | | | | | $ | [removed: 26,626] [added: 20,850] | |

| Short-term debt | | | $ | [removed: 1,150] [added: 750] | | | | | $ | [removed: 1,355] [added: 1,150] | |

| Accounts payable | | | [removed: 261] [added: 267] | | | | | | [removed: 262] [added: 261] | | |

| Customer accounts and funds payable | | | [removed: 768] [added: 1,054] | | | | | | [removed: 707] [added: 768] | | |

| Accrued expenses and other current liabilities | | | [removed: 1,866] [added: 2,196] | | | | | | [removed: 1,927] [added: 1,866] | | |

| Income taxes payable | | | [removed: 226] [added: 253] | | | | | | [removed: 371] [added: 226] | | |

| Total current liabilities | | | [removed: 4,271] [added: 4,520] | | | | | | [removed: 4,622] [added: 4,271] | | |

| Operating lease liabilities | | | [removed: 418] [added: 387] | | | | | | [removed: 200] [added: 418] | | |

| Deferred tax liabilities | | | [removed: 2,245] [added: 2,408] | | | | | | [removed: 3,116] [added: 2,245] | | |

| Long-term debt | | | [removed: 7,721] [added: 6,973] | | | | | | [removed: 7,727] [added: 7,721] | | |

| Other liabilities | | | [removed: 1,042] [added: 936] | | | | | | [removed: 1,183] [added: 1,042] | | |

| Total liabilities | | | [removed: 15,697] [added: 15,224] | | | | | | [removed: 16,848] [added: 15,697] | | |

| Common stock, $0.001 par value; 3,580 shares authorized; [removed: 539] [added: 517] and [removed: 594] [added: 539] shares outstanding | | | 2 | | | | | | 2 | | |

| Additional paid-in capital | | | [removed: 17,279] [added: 17,792] | | | | | | [removed: 16,659] [added: 17,279] | | |

| Treasury stock at cost, [removed: 1,186] [added: 1,218] and [removed: 1,121] [added: 1,186] shares | | | [removed: (46,702)] [added: (48,114)] | | | | | | [removed: (43,371)] [added: (46,702)] | | |

| Retained earnings | | | [removed: 34,315] [added: 36,531] | | | | | | [removed: 36,090] [added: 34,315] | | |

| Accumulated other comprehensive income | | | [removed: 259] [added: 185] | | | | | | [removed: 398] [added: 259] | | |

| Total stockholders’ equity | | | [added: $ | 6,396 | | | | | $ |] 5,153 | | | | | [added: $] | 9,778 | | [removed: |]

| Total liabilities and stockholders’ equity | | | $ | [removed: 20,850] [added: 21,620] | | | | | $ | [removed: 26,626] [added: 20,850] | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

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February 28, 2024

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| Interest income and other, net | | | 197 | | | | | | 70 | | | | | | 109 | | |

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

| Net income (loss) | | | 2,767 | | | | | | (1,269) | | | | | | 13,608 | | |

| Foreign currency translation adjustment | | | (16) | | | | | | (106) | | | | | | (326) | | |

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| Net income (loss) | | | $ | 2,767 | | | | | $ | (1,269) | | | | | $ | 13,608 | |

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| Net cash provided by discontinued financing activities | | | — | | | | | | — | | | | | | 25 | | |

The following table reconciles cash, cash equivalents and restricted cash as reported in the consolidated balance sheet to the total of the same amounts presented in the consolidated statement of cash flows as of the dates indicated:

| Customer accounts | | | 481 | | | | | | 69 | | | | | | 5 | | |

eBay Inc. is a global commerce leader that connects people and builds communities to create economic opportunity for all.

Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive.

Our Marketplace platforms, including our online marketplace located at www.ebay.com and its localized counterparts, our off-platform businesses in Japan and the United States, and our suite of mobile apps, together, create one of the world's largest and most vibrant marketplaces for discovering great value and unique selection.

Our contractual requirement to retain at least 25% of the total number of issued and outstanding equity securities of Adevinta expired during the fourth quarter of 2023.

In December 2023, we completed an assessment of the useful life of our servers and network equipment and determined we will adjust the estimated useful life from three years to four years.

This change in accounting estimate will be effective beginning January 1, 2024.

For assets that are in-service as of December 31, 2023, we expect a favorable impact to operating income of approximately $55 million in 2024.

As part of our revenue recognition analysis, we are required to identify each distinct performance obligation.

With respect to our services offerings, services may be provided to sellers to promote their listings through on-site or off-site sponsored ads that are a distinct performance obligation for which revenue is recognized when (or over the period) these services are performed.

In 2023, we launched an international shipping program, a service designed to simplify and reduce the cost of international exports in the United States.

Under the new program, eBay acts as principal as we are primarily responsible for providing these international shipping services in exchange for a fee charged to the buyer.

Revenue is recognized over time from the point of checkout to the point of delivery.

Marketing expense

Customer accounts represent cash received from buyers that is held by financial institutions.

Funds receivable represents customer cash in transit and held by payment processors.

In 2023 and 2022, no credit-related losses were recorded.

In November 2023, the FASB issued new guidance intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses enabling investors to better understand an entity’s overall performance and assess potential future cash flows.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

2024.

In December 2023, the FASB issued new guidance addressing the accounting and disclosure requirements for certain crypto assets.

The new guidance requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period.

In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets.

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

February 23, 2023

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

| Less: Cash, cash equivalents and restricted cash of discontinued operations | | | — | | | | | | — | | | | | | 356 | | |

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

Founded in 1995 in San Jose, California, eBay is one of the world’s largest and most vibrant marketplaces for discovering great value and unique selection.

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

Our technologies and services are designed to give buyers choice and a breadth of relevant inventory and to enable sellers worldwide to organize and offer their inventory for sale, virtually anytime and anywhere.

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

Following the sale in November 2021, our equity investment in Adevinta was reported in the long-term assets section on the consolidated balance sheet to reflect our contractual requirement to retain at least 25% of the total number of issued and outstanding equity securities of Adevinta until October 14, 2023, subject to certain exceptions specified in the agreement.

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

In 2019, we entered into a stock purchase agreement with an affiliate of viagogo to sell our StubHub business.

The sale of our StubHub business was completed on February 13, 2020.

Beginning in the first quarter of 2020, StubHub’s financial results for periods prior to the sale have been reflected in our consolidated statement of income as discontinued operations.

There may be additional services available to Marketplace sellers, mainly to promote or feature listings, that are not distinct within the context of the contract.

Accordingly, fees for these additional services are recognized when the single performance obligation is satisfied.

Promoted listing fees, feature fees and listing fees are recognized when an item is sold, or when the contract expires.

For contracts with target advertising commitments with rebates, estimated payout is accounted for as a variable consideration to the extent it is probable that a significant reversal of revenue will not occur.

Advertising expense

Provision for credit losses consist of bad debt expense associated with our accounts receivable balance.

These losses are recorded in provision for transaction losses in our consolidated statement of income.

We are exposed to credit losses primarily through our receivables from sellers or advertisers.

We develop estimates to reflect the risk of credit loss which are based on historical loss trends adjusted for asset specific attributes, current conditions and reasonable and supportable forecasts of the economic conditions that will exist through the contractual life of the financial asset.

Our receivables are recovered over a period of 0-180 days, therefore, forecasted changes to economic conditions are not expected to have a significant effect on the estimate of the allowance for doubtful accounts, except in extraordinary circumstances.

We write off the asset when it is no longer deemed collectible or when it goes past due 180 days whichever is earlier, with certain limited exceptions.

We monitor our ongoing credit exposure through an active review of collection trends.

Our activities include monitoring the timeliness of payment collection, managing dispute resolution and performing timely account reconciliations.

We may employ collection agencies to pursue recovery of defaulted receivables.

At December 31, 2022 and 2021, we did not record any credit-related loss.

the carrying amount.

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

Our accounts receivable are derived from revenue earned from customers.

In 2019, the Financial Accounting Standards Board (“FASB”) issued new guidance to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes.

In 2020, the FASB issued new guidance to decrease diversity in practice and increase comparability for the accounting of certain equity securities and investments under the equity method of accounting.

We believe the acquisition complements eBay’s focus category strategy, builds on its offerings to bring even more selection to enthusiasts and enhances the overall collecting experience for customers.

| Goodwill | | | $ | 152 | |

| Total | | | $ | 228 | |

These allocations were prepared on a preliminary basis and changes to these allocations may occur as additional information becomes available.

The fair values of the acquired intangible assets of $88 million are provisional pending receipt of the final valuations for those assets.

We assigned the goodwill to our Marketplace segment.

This agreement terminated during the second quarter of 2022 with the exception of Gumtree UK which terminated during the fourth quarter of 2022.