Item 16. FORM 10-K SUMMARY

None.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of eBay Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of eBay Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 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, 2023, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2023 appearing under Item 15a.2. (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 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, 2023 and 2022**,** and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

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

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

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

Definition and Limitations of Internal Control over Financial Reporting

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

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

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Critical Audit Matters

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

Income Taxes – Unrecognized Tax Benefits and Taxes on Foreign Earnings

As described in Notes 1 and 16 to the consolidated financial statements, significant judgment is required in determining the Company’s tax expense and in evaluating management’s tax positions, including evaluating uncertainties and the complexity of taxes on foreign earnings. As disclosed by management, the Company’s income tax rate is affected by the tax rates that apply to their foreign earnings including U.S. minimum taxes on foreign earnings. The deferred tax benefit derived from the amortization of the Company’s intellectual property is based on the fair value, which has been agreed with foreign tax authorities. The deferred tax benefit may from time to time change based on changes in tax rates. Management recognizes and measures uncertain tax positions in accordance with generally accepted accounting principles in the U.S., or GAAP, pursuant to which management only recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Tax positions are evaluated for potential reserves for uncertainty based on the estimated probability of sustaining the position under examination. The total income tax expense for the year ended December 31, 2023 was $932 million and gross amounts of unrecognized tax benefits were $613 million as of December 31, 2023.

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to income taxes, including controls over unrecognized tax benefits and taxes on foreign earnings. These procedures also included, among others, evaluating tax positions taken by management, including evaluating the reasonableness of management’s determination of the probability of sustaining the position under tax examination and identification of changes to tax positions, evaluating communications with the relevant tax authorities, testing applicable tax rates applied by management, and evaluating the impact of taxes on foreign earnings, including the calculation of U.S. minimum taxes on foreign earnings and the deferred tax benefit derived from the amortization of the Company’s intellectual property. Professionals with specialized skill and knowledge were used to assist in testing the calculation of taxes on foreign earnings.

/s/ PricewaterhouseCoopers LLP

San Jose, California

February 28, 2024

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

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eBay Inc.

CONSOLIDATED BALANCE SHEET

			December 31,
			2023						2022
			(In millions, except par value)
ASSETS
Current assets:
Cash and cash equivalents			$	1,985					$	2,154
Short-term investments			2,556						2,625
Equity investment in Adevinta			4,474						2,692
Customer accounts and funds receivable			1,013						763
Other current assets			988						1,056
Total current assets			11,016						9,290
Long-term investments			1,133						1,797
Property and equipment, net			1,243						1,238
Goodwill			4,267						4,262
Operating lease right-of-use assets			493						513
Deferred tax assets			3,089						3,169
Other assets			379						581
Total assets			$	21,620					$	20,850
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt			$	750					$	1,150
Accounts payable			267						261
Customer accounts and funds payable			1,054						768
Accrued expenses and other current liabilities			2,196						1,866
Income taxes payable			253						226
Total current liabilities			4,520						4,271
Operating lease liabilities			387						418
Deferred tax liabilities			2,408						2,245
Long-term debt			6,973						7,721
Other liabilities			936						1,042
Total liabilities			15,224						15,697
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.001 par value; 3,580 shares authorized; 517 and 539 shares outstanding			2						2
Additional paid-in capital			17,792						17,279
Treasury stock at cost, 1,218 and 1,186 shares			(48,114)						(46,702)
Retained earnings			36,531						34,315
Accumulated other comprehensive income			185						259
Total stockholders’ equity			6,396						5,153
Total liabilities and stockholders’ equity			$	21,620					$	20,850

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

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eBay Inc.

CONSOLIDATED STATEMENT OF INCOME

			Year Ended December 31,
			2023						2022						2021
			(In millions, except per share amounts)
Net revenues			$	10,112					$	9,795					$	10,420
Cost of net revenues			2,833						2,680						2,650
Gross profit			7,279						7,115						7,770
Operating expenses:
Sales and marketing			2,217						2,136						2,170
Product development			1,544						1,330						1,325
General and administrative			1,196						963						921
Provision for transaction losses			360						332						422
Amortization of acquired intangible assets			21						4						9
Total operating expenses			5,338						4,765						4,847
Income from operations			1,941						2,350						2,923
Interest and other:
Gain (loss) on equity investments and warrant, net			1,832						(3,786)						(2,365)
Interest expense			(263)						(235)						(269)
Interest income and other, net			197						70						109
Income (loss) from continuing operations before income taxes			3,707						(1,601)						398
Income tax benefit (provision)			(932)						327						(146)
Income (loss) from continuing operations			$	2,775					$	(1,274)					$	252
Income (loss) from discontinued operations, net of income taxes			(8)						5						13,356
Net income (loss)			$	2,767					$	(1,269)					$	13,608
Income (loss) per share - basic:
Continuing operations			$	5.24					$	(2.28)					$	0.39
Discontinued operations			(0.02)						0.01						20.48
Net income (loss) per share - basic			$	5.22					$	(2.27)					$	20.87
Income (loss) per share - diluted:
Continuing operations			$	5.21					$	(2.28)					$	0.38
Discontinued operations			(0.02)						0.01						20.16
Net income (loss) per share - diluted			$	5.19					$	(2.27)					$	20.54
Weighted average shares:
Basic			530						558						652
Diluted			533						558						663

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

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eBay Inc.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

			Year Ended December 31,
			2023						2022						2021
			(In millions)
Net income (loss)			$	2,767					$	(1,269)					$	13,608
Other comprehensive income (loss), net of reclassification adjustments:
Foreign currency translation adjustment			(16)						(106)						(326)
Unrealized gains (losses) on investments, net			53						(91)						(12)
Tax benefit (expense) on unrealized gains (losses) on investments, net			(11)						20						3
Unrealized gains (losses) on hedging activities, net			(127)						49						150
Tax benefit (expense) on unrealized gains (losses) on hedging activities, net			27						(11)						(33)
Other comprehensive income (loss), net of tax			(74)						(139)						(218)
Comprehensive income (loss)			$	2,693					$	(1,408)					$	13,390

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

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eBay Inc.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

			Year Ended December 31,
			2023						2022						2021
			(In millions, except per share amounts)
Common stock:
Balance, beginning of year			$	2					$	2					$	2
Common stock issued			—						—						—
Common stock repurchased			—						—						—
Balance, end of year			2						2						2
Additional paid-in-capital:
Balance, beginning of year			17,279						16,659						16,497
Common stock and stock-based awards issued			83						87						93
Tax withholdings related to net share settlements of restricted stock awards and units			(161)						(160)						(236)
Stock-based compensation			575						494						497
Forward contract for share repurchase			—						188						(188)
Other			16						11						(4)
Balance, end of year			17,792						17,279						16,659
Treasury stock at cost:
Balance, beginning of year			(46,702)						(43,371)						(36,515)
Common stock repurchased			(1,412)						(3,331)						(6,856)
Balance, end of year			(48,114)						(46,702)						(43,371)
Retained earnings:
Balance, beginning of year			34,315						36,090						22,961
Net income (loss)			2,767						(1,269)						13,608
Dividends and dividend equivalents declared			(551)						(506)						(479)
Balance, end of year			36,531						34,315						36,090
Accumulated other comprehensive income:
Balance, beginning of year			259						398						616
Change in unrealized gains (losses) on investments			53						(91)						(12)
Change in unrealized gains (losses) on derivative instruments			(127)						49						150
Foreign currency translation adjustment			(16)						(106)						(326)
Tax benefit (provision) on above items			16						9						(30)
Balance, end of year			185						259						398
Total stockholders’ equity			$	6,396					$	5,153					$	9,778
Number of shares:
Common stock - shares outstanding:
Balance, beginning of year			539						594						684
Common stock issued			10						10						10
Common stock repurchased			(32)						(65)						(100)
Balance, end of year			517						539						594
Dividends and dividend equivalents declared per share or restricted stock unit			$	1.00					$	0.88					$	0.72

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

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eBay Inc.

CONSOLIDATED STATEMENT OF CASH FLOWS

			Year Ended December 31,
			2023						2022						2021
			(In millions)
Cash flows from operating activities:
Net income (loss)			$	2,767					$	(1,269)					$	13,608
(Income) loss from discontinued operations, net of income taxes			8						(5)						(13,356)
Adjustments:
Provision for transaction losses			360						332						422
Depreciation and amortization			403						442						502
Stock-based compensation			575						494						477
Loss (gain) on investments and other, net			(5)						21						(159)
Deferred income taxes			255						(780)						(680)
Change in fair value of warrant			(150)						230						(354)
Change in fair value of equity investment in Adevinta			(1,782)						2,691						3,070
Change in fair value of equity investment in Adyen			—						261						10
Change in fair value of equity investment in Gmarket			96						294						3
Change in fair value of equity investment in KakaoBank			(2)						293						(486)
Loss on impairment of equity investment in Paytm Mall			—						—						160
Loss on extinguishment of debt			—						—						10
Changes in assets and liabilities, net of acquisition effects
Other current assets			(319)						(33)						236
Other non-current assets			474						20						188
Accounts payable			15						6						9
Accrued expenses and other liabilities			(212)						(410)						(552)
Income taxes payable and other tax liabilities			(52)						40						(15)
Net cash provided by continuing operating activities			2,431						2,627						3,093
Net cash used in discontinued operating activities			(5)						(373)						(436)
Net cash provided by operating activities			2,426						2,254						2,657
Cash flows from investing activities:
Purchases of property and equipment			(456)						(449)						(444)
Purchases of investments			(13,874)						(18,534)						(22,161)
Maturities and sales of investments			14,502						20,626						18,770
Proceeds from sale of shares in Adevinta			—						8						2,325
Proceeds from sale of shares in Adyen			—						800						—
Proceeds from sale of shares in Kakaobank			106						287						114
Acquisition of TCGplayer, net of cash acquired			—						(208)						—
Settlement of foreign exchange derivative instruments in equity investments			—						—						85
Exercise of options under warrant			—						—						(110)
Other			(38)						(71)						4
Net cash provided by (used in) continuing investing activities			240						2,459						(1,417)
Net cash provided by discontinued investing activities			—						2						5,080
Net cash provided by investing activities			240						2,461						3,663
Cash flows from financing activities:
Proceeds from issuance of common stock			83						87						93
Repurchases of common stock			(1,401)						(3,143)						(7,055)
Payments for taxes related to net share settlements of restricted stock units and awards			(171)						(160)						(236)
Payments for dividends			(528)						(489)						(466)
Proceeds from issuance of long-term debt, net			—						1,143						2,478
Repayment of debt			(1,150)						(1,355)						(1,156)
Net funds receivable and payable activity			717						125						(208)
Other			—						—						(7)

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			Year Ended December 31,
			2023						2022						2021
			(In millions)
Net cash used in continuing financing activities			(2,450)						(3,792)						(6,557)
Net cash provided by discontinued financing activities			—						—						25
Net cash used in financing activities			(2,450)						(3,792)						(6,532)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			5						(57)						24
Net increase (decrease) in cash, cash equivalents and restricted cash			221						866						(188)
Cash, cash equivalents and restricted cash at beginning of period			2,272						1,406						1,594
Cash, cash equivalents and restricted cash at end of period			$	2,493					$	2,272					$	1,406
Supplemental cash flow disclosures of continuing operations:
Cash paid for:
Interest			$	275					$	244					$	253
Income taxes			$	746					$	540					$	929
Noncash investing activities:
Equity investment in Adevinta			$	—					$	—					$	10,776
Equity investment in Gmarket			$	—					$	—					$	728

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:

			December 31,
			2023						2022						2021
			(In millions)
Cash and cash equivalents			$	1,985					$	2,154					$	1,379
Customer accounts			481						69						5
Restricted cash included in short-term investments			23						36						22
Restricted cash included in long-term investments			4						13						—
Cash, cash equivalents and restricted cash			$	2,493					$	2,272					$	1,406

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

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — The Company and Summary of Significant Accounting Policies

The Company

eBay Inc. is a global commerce leader 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.

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

In 2021, we completed sale of 80.01% of the outstanding equity interests of eBay Korea LLC, a limited liability company incorporated under the laws of Korea and a wholly owned subsidiary of eBay KTA (“eBay Korea”) to E-mart Inc. and one of its wholly owned subsidiaries (together, “Emart”), pursuant to the terms and conditions of the securities purchase agreement, in exchange for approximately $3.0 billion of gross cash proceeds as of the transaction close date, subject to certain adjustments. Upon completion of the sale, we retained 19.99% of the outstanding equity interests of the new entity, Gmarket Global LLC (“Gmarket”), which is accounted for under the fair value option. Our equity investment in Gmarket was valued at $728 million as of the transaction close date.

In 2021, we transferred our Classifieds business to Adevinta ASA (“Adevinta”) for $2.5 billion in cash and approximately 540 million shares in Adevinta which represented an equity interest of 44%. Together, the total consideration received under the definitive agreement was valued at approximately $13.3 billion, based on the closing trading price of Adevinta’s outstanding shares on the Oslo Stock Exchange on June 24, 2021. The equity interest received is accounted for under the fair value option. Our equity investment in Adevinta was valued at $10.8 billion as of the transaction close date. In November 2021, we completed the previously announced sale of approximately 135 million of our voting shares in Adevinta to Astinlux Finco S.à r.l. (“Permira”), inclusive of the option exercised by Permira to purchase additional voting shares, for total cash consideration of approximately $2.3 billion. At the close of the sale inclusive of the option exercised, our ownership in Adevinta was reduced to 33%. 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. Our equity investment in Adevinta is reported within the short-term assets section in our consolidated balance sheet as of December 31, 2023 and December 31, 2022.

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

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to provisions for transaction losses, legal contingencies, income taxes, revenue recognition, stock-based compensation, investments, including Level 3 investments, warrant and the recoverability of goodwill and intangible assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates.

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.

Principles of Consolidation and Basis of Presentation

The accompanying financial statements are consolidated and include the financial statements of eBay Inc., our wholly and majority-owned subsidiaries and variable interest entities (“VIEs”) where we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Minority interests are recorded as a noncontrolling interest. A qualitative approach is applied to assess the consolidation requirement for VIEs. Generally, investments in entities where we hold at least a 20% ownership interest and have the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting, including those in which the fair value option has been elected.

For equity method investments, our share of the investees’ results of operations is included in gain (loss) on equity investments and warrant, net and this investment balance is included in long-term investments. For equity investments under the fair value option, the change in fair value of the investment is included in gain (loss) on equity investments and warrant, net and this investment balance is included in long-term investments, other than our equity interest in Adevinta which is included in short-term investments. Investments in entities where we hold less than a 20% ownership interest are generally accounted for as equity investments to be measured at fair value or, under an election, at cost if it does not have readily determinable fair value, in which case the carrying value would be adjusted upon the occurrence of an observable price change in an orderly transaction for identical or similar instruments or impairment.

Upon the transfer of our Classifieds business to Adevinta in 2021, shares in Adevinta were included as part of total consideration received under the definitive agreement. The equity interest in Adevinta is accounted for under the fair value option. Additionally, upon completion of the sale of 80.01% of the outstanding equity interests of eBay Korea to Emart in 2021, we retained 19.99% of the outstanding equity interests of the new entity, Gmarket, which is accounted for under the fair value option. Subsequent changes in fair value for these equity investments are included in gain (loss) on equity investments and warrant, net on our consolidated statement of income.

Significant Accounting Policies

Revenue recognition

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

Our net revenues primarily include final value fees and promoted listing fees from sellers on our platforms. Our net revenues also include store subscription and other fees often from large enterprise sellers as well revenues from the sale of advertisements and revenue sharing arrangements. Our net revenues are reduced by incentives, including discounts, coupons and rewards, provided to our customers.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As part of our revenue recognition analysis, we are required to identify each distinct performance obligation. With respect to our Marketplace platforms, we identified one performance obligation to sellers on the platforms, which is to connect buyers and sellers on our secure and trusted Marketplace platforms, including payment processing activities. Final value fees are recognized when an item is sold on a Marketplace platform, satisfying this performance obligation. 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.

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

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

Advertising revenue is derived principally from the sale of online advertisements that are based on “impressions” (i.e., the number of times that an advertisement appears in pages viewed by users of our platforms) or “clicks” (which are generated each time users on our platforms click through our advertisements to an advertiser’s designated website) delivered to advertisers. We use the output method and apply the practical expedient to recognize advertising revenue in the amount to which we have a right to invoice.

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

Internal use software and platform development costs

Direct costs incurred to develop software for internal use and platform development costs are capitalized and amortized over an estimated useful life of one to five years. During the years ended December 31, 2023 and 2022, we capitalized costs, primarily related to labor and stock-based compensation, of $115 million and $130 million, respectively. Amortization of previously capitalized amounts was $123 million, $129 million and $133 million for 2023, 2022 and 2021, respectively. Costs related to the design or maintenance of internal use software and platform development are expensed as incurred.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Marketing expense

We expense the costs of producing advertisements at the time production occurs and expense the cost of communicating advertisements in the period during which the advertising space or airtime is used, in each case as sales and marketing expense. Internet marketing expenses are recognized based on the terms of the individual agreements, which are generally over the greater of the ratio of the number of impressions delivered over the total number of contracted impressions, on a pay-per-click basis, or on a straight-line basis over the term of the contract. Marketing expense totaled $1.2 billion, $1.2 billion and $1.1 billion for the years ended December 31, 2023, 2022 and 2021, respectively.

Stock-based compensation

We have equity incentive plans under which we grant equity awards, including stock options, restricted stock units (“RSUs”), total shareholder return performance stock units (“TSR PSUs”), and performance-based restricted stock units (“PBRSUs”), to our directors, officers and employees. We primarily issue RSUs. We determine compensation expense associated with RSUs based on the fair value of our common stock on the date of grant. We determine compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes valuation model. We generally recognize compensation expense using a straight-line amortization method over the respective vesting period for awards that are ultimately expected to vest. Accordingly, stock-based compensation expense for 2023, 2022 and 2021 has been reduced for estimated forfeitures. When estimating forfeitures, we consider voluntary termination behaviors as well as trends of actual option forfeitures. We recognize a benefit or provision from stock-based compensation in earnings as a component of income tax expense to the extent that an incremental tax benefit or deficiency is realized by following the ordering provisions of the tax law.

Provision for transaction losses

Provision for transaction losses consists primarily of losses resulting from our buyer protection programs, chargebacks for unauthorized credit card use, merchant related chargebacks due to non-delivery of goods or services and bad debt expense, inclusive of current expected credit losses, associated with our accounts receivable balance.

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

Customer accounts and funds receivable

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. These balances are associated with marketplace activity and are awaiting payment to sellers.

We are exposed to credit losses from customer accounts and funds receivable balances held by third party financial institutions. We assess these balances for credit loss based on a review of the average period for which the funds are held, credit ratings of the financial institutions and by assessing the probability of default and loss given default models. In 2023 and 2022, no credit-related losses were recorded.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Payment processor advances

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

Customer accounts and funds payable

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

Income taxes

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

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

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

Cash, cash equivalents and restricted cash

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

We consider cash to be restricted when withdrawal or general use is legally restricted. Our restricted cash balance is held in interest bearing accounts for letters of credit related to our global sabbatical program and for certain amounts related to other compensation arrangements held in escrow.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Investments

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

Long-term investments are primarily comprised of corporate debt securities, government and agency securities, equity investments under the fair value option (other than our equity interest in Adevinta which is included in short-term investments), equity investments under the equity method of accounting and equity investments without readily determinable fair values. Debt securities are classified as available-for-sale and are reported at fair value using the specific identification method.

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

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

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

Equity investments without readily determinable fair values are non-marketable equity securities, which are investments in privately-held companies for which we do not exercise significant influence and are accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. We perform a qualitative fair value assessment on a quarterly basis over our equity investments without readily determinable fair values to identify any changes in basis or impairments. Equity investments without readily determinable fair values are considered impaired when there is an indication that the fair value of our interest is less than the carrying amount. Changes in value and impairments of equity investments without readily determinable fair values are recognized in gain (loss) on equity investments and warrant, net.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Equity investments under the fair value option are measured at fair value based on a quarterly valuation analysis or using the net asset value per share (or its equivalent) practical expedient. Equity investments measured at fair value based on a quarterly valuation analysis are classified within Level 3 in the fair value hierarchy, as the valuation reflects management’s estimate of assumptions that market participants would use in pricing the equity investment. Equity investments measured at fair value using the net asset value per share (or its equivalent) practical expedient are not classified in the fair value hierarchy. Subsequent changes in fair value are recognized in gain (loss) on equity investments and warrant, net.

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

Equity investment in Adevinta

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

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

Leases

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property and equipment

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

Goodwill and intangible assets

Goodwill is tested for impairment at a minimum on an annual basis at the reporting unit level. A qualitative assessment can be performed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair value of the reporting unit is estimated using income and market approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow method, a form of the income approach, uses expected future operating results and a market participant discount rate. The market approach uses comparable company prices and other relevant information generated by market transactions (either publicly traded entities or mergers and acquisitions) to develop pricing metrics to be applied to historical and expected future operating results of our reporting unit. Failure to achieve these expected results, changes in the discount rate or market pricing metrics may cause a future impairment of goodwill at the reporting unit. We conducted our annual impairment test of goodwill as of August 31, 2023 and 2022 and determined that no adjustment to the carrying value of goodwill for any reporting unit was required.

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

Impairment of long-lived assets

We evaluate long-lived assets (including leases and intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. In 2023 and 2022, no impairment was recorded. In 2021, we recorded immaterial impairment charges.

Foreign currency

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Derivative instruments

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

We also entered into a warrant agreement in addition to a commercial agreement with Adyen that, subject to meeting certain conditions, entitles us to acquire a fixed number of shares up to 5% of Adyen’s fully diluted issued and outstanding share capital at a specific date. The warrant is accounted for as a derivative instrument under Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging.

See “Note 8 — Derivative Instruments” for a full description of our derivative instrument activities and related accounting policies.

Concentration of credit risk

Our cash, cash equivalents, accounts receivable, customer accounts and funds receivable, available-for-sale debt securities and derivative instruments are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. In each of the years ended December 31, 2023, 2022 and 2021, no customer accounted for more than 10% of net revenues. Our derivative instruments expose us to credit risk to the extent that our counterparties may be unable to meet the terms of the agreements.

Recently Adopted Accounting Pronouncements

In 2021, the Financial Accounting Standards Board (“FASB”) issued new guidance to require the recognition and measurement of contract assets and contract liabilities from revenue contracts by an acquirer in a business combination. The new guidance clarifies that an acquirer should account for the related revenue contracts at the acquisition date as if it had originated the contracts in accordance with existing revenue guidance. The standard is effective for annual reporting periods beginning after December 15, 2022, including interim reporting periods within those fiscal years. We adopted this guidance in the fourth quarter of 2022 with no material impact on our consolidated financial statements.

In 2022, the FASB issued new guidance to expand the scope of financial assets that can be included in a closed portfolio hedged using the portfolio layer method to allow consistent accounting for similar hedges. The expanded scope permits the application of the same portfolio hedging method to both prepayable and nonprepayable financial assets. The standard is effective for annual reporting periods beginning after December 15, 2022, including interim reporting periods within those fiscal years. We adopted this guidance in the fourth quarter of 2022 with no material impact on our consolidated financial statements.

In 2022, the FASB issued new guidance to clarify the fair value measurement guidance for equity securities subject to contractual restrictions that prohibit the sale of an equity security. Further, the guidance introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The standard is effective for annual reporting periods beginning after December 15, 2023, including interim reporting periods within those fiscal years. We adopted this guidance in the fourth quarter of 2023 with no material impact on our consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2024. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

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. The standard is effective for annual reporting periods beginning after December 15, 2024, including interim reporting periods within those fiscal years. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

In December 2023, the FASB issued new guidance intended to further standardize income tax disclosures primarily related to the presentation of the effective tax rate reconciliation and income taxes paid information in our financial statements and disclosures. The standard is effective for annual reporting periods beginning after December 15, 2024. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 2 — Net Income (Loss) Per Share

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

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

			Year Ended December 31,
			2023						2022						2021
Numerator:
Income (loss) from continuing operations			$	2,775					$	(1,274)					$	252
Income (loss) from discontinued operations, net of income taxes			(8)						5						13,356
Net income (loss)			$	2,767					$	(1,269)					$	13,608
Denominator:
Weighted average shares of common stock - basic			530						558						652
Dilutive effect of equity incentive awards			3						—						11
Weighted average shares of common stock - diluted			533						558						663
Income (loss) per share - basic:
Continuing operations			$	5.24					$	(2.28)					$	0.39
Discontinued operations			(0.02)						0.01						20.48
Net income (loss) per share - basic			$	5.22					$	(2.27)					$	20.87
Income (loss) per share - diluted:
Continuing operations			$	5.21					$	(2.28)					$	0.38
Discontinued operations			(0.02)						0.01						20.16
Net income (loss) per share - diluted			$	5.19					$	(2.27)					$	20.54
Common stock equivalents excluded from income (loss) per diluted share because their effect would have been anti-dilutive			20						13						1

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 3 — Business Combinations

Acquisition of TCGplayer

In 2022, we completed the acquisition of TCGplayer, a trusted marketplace for collectible card game enthusiasts. In the first quarter of 2023, we recorded measurement period adjustments related to the revised valuation of the intangible assets acquired. The following table presents the revised allocation of the aggregate purchase consideration (in millions):

			TCGplayer
Goodwill			$	144
Purchased intangible assets			109
Deferred taxes			(18)
Total			$	235

The goodwill recognized is primarily attributable to expected synergies and the assembled workforce of TCGplayer. We generally do not expect goodwill to be deductible for income tax purposes.

Our consolidated financial statements include the operating results of the acquired business from the date of acquisition. Separate operating results and pro forma results of operations for the acquisition above have not been presented as the effect of this acquisition is not material to our financial results.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 4 — Discontinued Operations

eBay Korea

In 2021, we completed the previously announced sale of 80.01% of the outstanding equity interests of eBay Korea to E-mart for approximately $3.0 billion of gross cash proceeds as of the transaction close date, subject to certain adjustments specified for indebtedness, cash, working capital, transaction expenses and certain taxes. The sale resulted in a pre-tax gain of $3.2 billion inclusive of a $81 million currency translation adjustment and a $44 million gain net of tax on the net investment hedge settled in the fourth quarter of 2021, as well as income tax expense of $369 million.

In addition, upon closing we entered into a transition service agreement with eBay Korea to support the operations of eBay Korea after the divestiture for immaterial fees. This agreement terminated during the third quarter of 2022.

Classifieds

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

In addition, upon closing we entered into a transition service agreement with Adevinta to support the operations of Classifieds after the divestiture for fees of $29 million. This agreement terminated in 2022.

StubHub

In 2020, upon the sale of our StubHub business to an affiliate of viagogo, we entered into a transition service agreement with viagogo pursuant to which we provided services, including, but not limited to, business support services for StubHub after the divestiture. These agreements terminated in the fourth quarter of 2021. The related fees in 2021 were $34 million for support services prior to termination.

Discontinued operations

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

			Year ended December 31,
			2023						2022						2021 (1)(2)
eBay Korea income (loss) from discontinued operations, net of income taxes			$	—					$	—					$	2,870
Classifieds income (loss) from discontinued operations, net of income taxes			(3)						5						10,485
Other income (loss) from discontinued operations, net of income taxes (3)			(5)						—						1
Income (loss) from discontinued operations, net of income taxes			$	(8)					$	5					$	13,356

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

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

(3)Includes immaterial StubHub, PayPal and Enterprise related activity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

						Year ended December 31,
												2023						2022						2021 (1)(2)
eBay Korea net cash provided by (used in) discontinued operating activities												$	—					$	(370)					$	(25)
Classifieds net cash provided by (used in) discontinued operating activities												—						(3)						(411)
Other net cash provided by (used in) discontinued operating activities (3)												(5)						—						—
Net cash provided by (used in) discontinued operating activities												$	(5)					$	(373)					$	(436)
eBay Korea net cash provided by (used in) discontinued investing activities												$	—					$	2					$	2,611
Classifieds net cash provided by (used in) discontinued investing activities												—						—						2469
Other net cash provided by (used in) discontinued investing activities (3)												—						—						—
Net cash provided by (used in) discontinued investing activities												$	—					$	2					$	5,080
eBay Korea net cash provided by (used in) discontinued financing activities												$	—					$	—					$	25
Classifieds net cash provided by (used in) discontinued financing activities												—						—						—
Other net cash provided by (used in) discontinued financing activities (3)												—						—						—
Net cash provided by (used in) discontinued financing activities												$	—					$	—					$	25

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

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

(3)Includes immaterial StubHub, PayPal and Enterprise related activity.

eBay Korea

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

			Year ended December 31,
			2023						2022						2021 (1)
Net revenues			$	—					$	—					$	1,409
Cost of net revenues			—						—						815
Gross profit			—						—						594
Operating expenses:
Sales and marketing			—						—						529
Product development			—						—						64
General and administrative			—						—						38
Provision for transaction losses			—						—						—
Total operating expenses			—						—						631
Income (loss) from operations of discontinued operations			—						—						(37)
Interest and other, net			—						—						2
Pre-tax gain on sale			—						—						3,240
Income (loss) from discontinued operations before income taxes			—						—						3,205
Income tax benefit (provision)			—						—						(335)
Income (loss) from discontinued operations, net of income taxes			$	—					$	—					$	2,870

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Classifieds

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

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

									Year ended December 31,
															2023						2022						2021 (1)
Net revenues															$	—					$	—					$	565
Cost of net revenues															—						—						63
Gross profit															—						—						502
Operating expenses:
Sales and marketing															—						—						183
Product development															—						—						105
General and administrative															—						(7)						76
Provision for transaction losses															—						—						2
Total operating expenses															—						(7)						366
Income from operations of discontinued operations															—						7						136
Interest and other, net															—						—						—
Pre-tax gain on sale															—						—						12,534
Income from discontinued operations before income taxes															—						7						12,670
Income tax provision															(3)						(2)						(2,185)
Income from discontinued operations, net of income taxes															$	(3)					$	5					$	10,485

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

StubHub, PayPal and Enterprise

For the years ended December 31, 2023, 2022 and 2021, the discontinued operations activity related to our former StubHub, PayPal and Enterprise businesses was immaterial.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 5 — Goodwill and Intangible Assets

Goodwill

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

			December 31, 2021						Goodwill Acquired						Adjustments						December 31, 2022						Goodwill Acquired						Adjustments						December 31, 2023
Goodwill			$	4,178					$	202					$	(118)					$	4,262					$	31					$	(26)					$	4,267

Goodwill acquired during the year ended December 31, 2023 primarily related to the acquisitions of 3PM Shield, a provider of AI-based marketplace compliance solutions, Certilogo, a provider of AI-powered apparel and fashion goods digital IDs and authentication, and the revised valuation of the intangible assets acquired from the 2022 acquisition of TCGplayer. The adjustments to goodwill during the years ended December 31, 2023 and 2022 were primarily due to foreign currency translation. There were no impairments to goodwill in 2023, 2022 or 2021.

Intangible Assets

Intangible assets are reported within other assets in our consolidated balance sheet. The following table presents components of identifiable intangible assets as of the dates indicated (in millions, except years):

			December 31, 2023																								December 31, 2022
			Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount						Weighted Average Useful Life (Years)						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount						Weighted Average Useful Life (Years)
Intangible assets:
Customer lists and user base			$	245					$	(203)					$	42					8						$	190					$	(190)					$	—					0
Marketing related			79						(58)						21						6						68						(53)						15						7
Developed technologies			240						(191)						49						4						275						(177)						98						5
All other			159						(157)						2						3						159						(157)						2						3
Total			$	723					$	(609)					$	114											$	692					$	(577)					$	115

Amortization expense for intangible assets was $35 million, $9 million and $9 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The following table presents expected future intangible asset amortization as of the date indicated (in millions):

						December 31, 2023
2024						$	35
2025						32
2026						22
2027						25
Thereafter						—
Total						$	114

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 6 — Segments

We have one operating and reportable segment. Our reportable segment is Marketplace, which includes our online marketplace located at www.ebay.com, its localized counterparts and the eBay suite of mobile apps. Our management and our CODM review financial information presented on a consolidated basis for purposes of allocating resources and evaluating performance and do not evaluate using asset information.

During the second quarter of 2021, we classified the results of our eBay Korea business, which was part of our Marketplace segment as discontinued operations in our consolidated statement of income for the periods presented. See “Note 4 — Discontinued Operations” for additional information.

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

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

			Year Ended December 31,
			2023						2022						2021
Net revenues by geography:
U.S.			$	5,073					$	4,842					$	5,048
United Kingdom			1,609						1,579						1,913
China			1,029						882						856
Germany			971						1,023						1,249
Rest of world			1,430						1,469						1,354
Total net revenues			$	10,112					$	9,795					$	10,420

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

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

			December 31,
			2023						2022
Long-lived tangible assets by geography:
U.S.			$	1,580					$	1,656
International			156						96
Total long-lived tangible assets			$	1,736					$	1,752

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 7 — Investments

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

			December 31, 2023
			Gross Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Estimated Fair Value
Short-term investments:
Restricted cash			$	23					$	—					$	—					$	23
Corporate debt securities			2,170						—						(8)						2,162
Government and agency securities			382						—						(11)						371
			$	2,575					$	—					$	(19)					$	2,556
Long-term investments:
Restricted cash			$	4					$	—					$	—					$	4
Corporate debt securities			338						—						(10)						328
Government and agency securities			287						—						(16)						271
			$	629					$	—					$	(26)					$	603

			December 31, 2022
			Gross Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Estimated Fair Value
Short-term investments:
Restricted cash			$	36					$	—					$	—					$	36
Corporate debt securities			2,355						—						(5)						2,350
Government and agency securities			141						—						(6)						135
			$	2,532					$	—					$	(11)					$	2,521
Long-term investments:
Restricted cash			$	13					$	—					$	—					$	13
Corporate debt securities			686						—						(40)						646
Government and agency securities			604						—						(47)						557
			$	1,303					$	—					$	(87)					$	1,216

We consider cash to be restricted when withdrawal or general use is legally restricted. Restricted cash is held in interest bearing accounts for letters of credit related to our global sabbatical program and for certain amounts related to other compensation arrangements held in escrow. Our fixed-income investments consist of predominantly investment grade corporate debt securities and government and agency securities. The corporate debt and government and agency securities that we invest in are generally deemed to be low risk based on their credit ratings from the major rating agencies.

The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. As interest rates increase, those securities purchased at a lower yield show a mark-to-market unrealized loss. The unrealized losses are due primarily to changes in credit spreads and interest rates. We regularly review investment securities for other-than-temporary impairment using both qualitative and quantitative criteria. Investments classified as available-for-sale debt securities are carried at fair value with changes reflected in other comprehensive income. Where there is an intention or a requirement to sell an impaired available-for-sale debt security, the entire impairment is recognized in earnings with a corresponding adjustment to the amortized cost basis of the security. From time to time, we sell available-for-sale debt securities in an unrealized loss position and recognize an immaterial loss.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We regularly review investment securities for credit impairment using both qualitative and quantitative criteria. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded through interest and other, net for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. We did not recognize any credit-related impairment through an allowance for credit losses as of December 31, 2023.

Investment securities in a continuous loss position for less than 12 months had an estimated fair value of $1.5 billion and unrealized losses of $2 million as of December 31, 2023, and an estimated fair value of $2.8 billion and unrealized losses of $32 million as of December 31, 2022. Investment securities in a continuous loss position for greater than 12 months had an estimated fair value of $1.1 billion and unrealized losses of $43 million as of December 31, 2023, and an estimated fair value of $952 million and unrealized losses of $66 million as of December 31, 2022. Refer to “Note 18 — Accumulated Other Comprehensive Income” for amounts reclassified to earnings from unrealized gains and losses.

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

			December 31, 2023
One year or less (including restricted cash of $23)			$	2,556
One year through two years (including restricted cash of $4)			471
Two years through three years			115
Three years through four years			17
Total			$	3,159

Equity Investments

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

									December 31,
			Balance Sheet Location						2023						2022
Equity investments with readily determinable fair values			Short-term investments						$	—					$	104
Equity investment in Adevinta			Equity investment in Adevinta						4,474						2,692
Equity investments under the fair value option			Long-term investments						382						461
Equity investments under the equity method of accounting			Long-term investments						55						34
Equity investments without readily determinable fair values			Long-term investments						93						86
Total equity investments									$	5,004					$	3,377

Equity investment in Adevinta

Upon completion of the transfer of our Classifieds business to Adevinta in 2021, we received an equity investment of 44% in Adevinta valued at $10.8 billion at the close of the transfer. In the fourth quarter of 2021, we completed the sale of approximately 135 million of our voting shares in Adevinta to Permira, inclusive of the option exercised by Permira to purchase additional voting shares, for total cash consideration of approximately $2.3 billion which reduced our ownership in Adevinta to 33%. 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. Our equity investment in Adevinta is reported within the short-term assets section in our consolidated balance sheet as of December 31, 2023 and December 31, 2022.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The following table presents a reconciliation of the opening to closing balance of our equity investment in Adevinta based on the unrealized and realized gains and losses recorded within gain (loss) on equity investments and warrant, net in our consolidated statement of income related to the change in fair value of our investment in Adevinta for the periods indicated (in millions):

			December 31, 2023						December 31, 2022
Opening balance at beginning of period			$	2,692					$	5,391
Unrealized change in fair value of equity investment in Adevinta			1,782						(2,693)
Fair value of shares sold in Adevinta			—						(8)
Realized change in fair value of shares sold in Adevinta			—						2
Closing balance at end of period			$	4,474					$	2,692

On November 21, 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 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 is expected to be completed in the second quarter of 2024, subject to the satisfaction or waiver of certain regulatory approvals and a minimum offer acceptance level of more than 90% of the issued and outstanding share capital and voting rights of Adevinta as well as other customary closing conditions.

Equity investments with readily determinable fair values

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

Equity investment in KakaoBank

In 2021, one of our equity investments, KakaoBank Corp. (“KakaoBank”), which previously did not have a readily determinable fair value, completed its initial public offering, which resulted in this investment having a readily determinable fair value. The fair value of the equity investment is measured based on KakaoBank’s closing stock price and prevailing foreign exchange rate at each balance sheet date. During 2022, we sold a portion of our shares in KakaoBank for $287 million and recorded realized losses of $75 million on the change in fair value of shares sold and unrealized losses of $218 million. During 2023, we sold the remainder of our shares in KakaoBank for $106 million and recorded realized gains of $13 million on the change in fair value of shares sold and unrealized losses of $11 million.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents a reconciliation of the opening to closing balance of our equity investment in KakaoBank based on the unrealized and realized gains and losses recorded within gain (loss) on equity investments and warrant, net in our consolidated statement of income related to the change in fair value of our investment in KakaoBank for the periods indicated (in millions):

			December 31, 2023						December 31, 2022
Opening balance at beginning of period			$	104					$	684
Unrealized change in fair value of equity investment in KakaoBank			(11)						(218)
Fair value of shares sold in KakaoBank			(106)						(287)
Realized change in fair value of shares sold in KakaoBank			13						(75)
Closing balance at end of period			$	—					$	104

Equity investment in Adyen

We entered into a warrant agreement in conjunction with a commercial agreement with Adyen N.V. (“Adyen”) that vests in a series of four tranches, at a specified price per share upon meeting processing volume milestone targets on a calendar year basis. When a relevant milestone is reached, the warrant becomes exercisable with respect to the corresponding tranche of warrant shares up until the warrant expiration date of January 31, 2025. In 2021 we met the processing volume milestone target to vest the first tranche of the warrant. During 2022, we sold the remainder of our shares in Adyen for $800 million and recorded realized losses of $143 million on the change in fair value of shares sold and unrealized losses of $118 million. Refer to “Note 8 — Derivative Instruments” for more information about the warrant.

The following table presents a reconciliation of the opening to closing balance of our equity investment in Adyen based on the unrealized and realized gains and losses recorded within gain (loss) on equity investments and warrant, net in our consolidated statement of income related to the change in fair value of our investment in Adyen for the periods indicated (in millions):

									December 31, 2022
Opening balance at beginning of period									$	1,061
Unrealized change in fair value of equity investment in Adyen									(118)
Fair value of shares sold in Adyen									(800)
Realized change in fair value of shares sold in Adyen									(143)
Closing balance at end of period									$	—

Other equity investments under the fair value option

Equity investment in Gmarket

At initial recognition of our equity investment in Gmarket and certain other immaterial equity investments for which we exercise significant influence but do not have control, we elected the fair value option where subsequent changes in fair value are recognized in gain (loss) on equity investments and warrant, net in the consolidated statement of income. Equity investments under the fair value option, other than our equity investment in Adevinta, are presented within long-term investments in our consolidated balance sheet.

In 2021, we completed the sale of 80.01% of the outstanding equity interests of eBay Korea to Emart. Upon completion of the sale, we retained 19.99% of the outstanding equity interest of the new entity, Gmarket, over which we are able to exercise significant influence based on the terms of the securities purchase agreement, including through our board representation. Our retained investment in Gmarket was subject to a two year right held by Emart to purchase the remaining interest at or near the closing price of the sale that expired in November 2023. Our equity investment in Gmarket was valued at $728 million as of the transaction close date.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

At the initial recognition of this equity investment, we elected the fair value option as we believe the fair value option election creates more transparency of the current value in the equity investment in Gmarket. The investment is classified as Level 3 in the fair value hierarchy as the valuation reflects management’s estimate of assumptions that market participants would use in pricing the equity investment. Refer to “Note 9 — Fair Value Measurement of Assets and Liabilities” for more information.

The following table presents a reconciliation of the opening to closing balance of our equity investment in Gmarket based on the unrealized and realized gains and losses recorded within gain (loss) on equity investments and warrant, net in our consolidated statement of income related to the change in fair value of our investment in Gmarket for the periods indicated (in millions):

			December 31, 2023						December 31, 2022
Opening balance at beginning of period			$	431					$	725
Unrealized change in fair value of equity investment in Gmarket			(96)						(294)
Closing balance at end of period			$	335					$	431

Other equity investments under the fair value option

Certain other individually immaterial equity investments aggregating to $47 million and $30 million as of December 31, 2023 and December 31, 2022, respectively, are measured at fair value using the net asset value per share (or its equivalent) practical expedient, and have not been classified in the fair value hierarchy. Refer to “Note 9 — Fair Value Measurement of Assets and Liabilities” for more information.

Other equity method investments

We account for certain other individually immaterial equity investments through which we exercise significant influence but do not have control over the investee under the equity method. Our consolidated results of operations include, as a component of interest and other, net, our share of the net income or loss of the equity investments. Equity method investments are reported within long-term investments in our consolidated balance sheet. Our share of the net income or loss of equity method investments in 2023, 2022 and 2021 was immaterial.

Equity investments without readily determinable fair values

Equity investments without readily determinable fair values are non-marketable equity securities, which are investments in privately-held companies for which we do not exercise significant influence and are accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Changes in value and impairments of equity investments without readily determinable fair values are recognized in gain (loss) on equity investments and warrant, net in our consolidated statement of income. Equity investments without readily determinable fair values are presented within long-term investments in our consolidated balance sheet.

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

			Year Ended December 31,
			2023						2022
Carrying value, beginning of period			$	86					$	85
Additions			33						11
Downward adjustments for observable price changes and impairment			—						(7)
Foreign currency translation and other			(1)						(3)
Carrying value, end of period			$	118					$	86

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In 2023, no downward adjustments were recorded to the carrying value of these investments. In 2022, we recorded a downward adjustment for observable price changes of $7 million to the carrying values of investments accounted for as equity investments without readily determinable fair values. The downward adjustments were recorded in gain (loss) on equity investments and warrant, net on our consolidated statement of income.

For such equity investments held as of December 31, 2023, the cumulative upward adjustment for observable price changes was $41 million and cumulative downward adjustment for observable price changes and impairments was $298 million.

The following table summarizes unrealized gains and losses related to equity investments held as of December 31, 2023, 2022 and 2021 and presented within gain (loss) on equity investments and warrant, net for the periods indicated (in millions):

			Year Ended December 31,
			2023						2022						2021
Net gains (losses) recognized during the period on equity investments			$	1,670					$	(4,152)					$	(2,716)
Less: Net gains (losses) recognized on equity investments sold during the period			13						(812)						92
Total unrealized gains (losses) on equity investments held, end of period			$	1,657					$	(3,340)					$	(2,808)

Summarized financial information of equity investments under the equity method and fair value option

Equity investment in Adevinta

Adevinta’s financial information is prepared on the basis of International Financial Reporting Standards (“IFRS”). We have made certain adjustments to Adevinta’s summarized financial information to address differences between IFRS and U.S. GAAP that materially impact the summarized financial information presented below. Any other differences between IFRS and U.S. GAAP did not have a material impact on Adevinta’s summarized financial information. The following tables present Adevinta’s summarized financial information on a one-quarter lag (in millions):

			Twelve months ended September 30, 2023						Twelve months ended September 30, 2022						July 1, 2021**(1)** through September 30, 2021
Revenue			$	1,912					$	1,742					$	450
Gross profit			$	683					$	571					$	147
Income (loss) from continuing operations			$	(1,731)					$	65					$	3
Net income (loss)			$	(1,780)					$	56					$	4
Net income (loss) attributable to Adevinta			$	93					$	49					$	3

(1)The prior period presented commenced on June 24, 2021 when we retained an equity investment in Adevinta upon completion of the transfer of our Classifieds business. However, Adevinta’s income statement activity for the stub period of June 24, 2021 to June 30, 2021 was excluded from the summarized income statement information as the impact was considered to be immaterial.

			September 30,
			2023						2022
Current assets			$	399					$	427
Noncurrent assets			$	12,065					$	13,281
Current liabilities			$	499					$	466
Noncurrent liabilities			$	2,815					$	3,124
Noncontrolling interests			$	18					$	13

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Other equity investments accounted for under the equity method and fair value option

The following tables present summarized financial information of our equity investments accounted for under the equity method and the fair value option in the aggregate on a one-quarter lag. The tables below exclude the summarized financial information of our equity investment in Adevinta which is separately disclosed above.

Financial information of certain of these equity investments is prepared on the basis of local generally accepted accounting principles or IFRS. We have made certain adjustments as applicable to address differences between local generally accepted accounting principles or IFRS and U.S. GAAP that materially impact the summarized financial information. Any other differences between U.S. GAAP and local generally accepted accounting principles or IFRS did not have any material impact on the summarized financial information of the equity investments presented below in the aggregate. During the period in which we recognize an equity investment, the summarized financial information reflects activity from the date of recognition.

			Twelve months ended September 30,
			2023						2022						2021
			(In millions)
Revenue			$	1,468					$	1,346					$	41
Gross profit			$	947					$	478					$	12
Income (loss) from continuing operations			$	(124)					$	(56)					$	2
Net income (loss)			$	(107)					$	(55)					$	2

			September 30,
			2023						2022
			(In millions)
Current assets			$	798					$	856
Noncurrent assets			$	468					$	477
Current liabilities			$	670					$	709
Noncurrent liabilities			$	59					$	92

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 8 — Derivative Instruments

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

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

In 2022, we entered into derivative instruments to hedge the variability of forecasted interest payments on anticipated debt issuance using forward-starting interest rate swaps. These interest rate swaps effectively fixed the benchmark interest rate and had the economic effect of hedging the variability of forecasted interest payments for up to 10 years on an anticipated debt issuance. Similar to other cash flow hedges, we recorded changes in the fair value of these interest rate swaps in accumulated other comprehensive income (loss) (“AOCI”) until the anticipated debt issuance. As described in “Note 11 — Debt,” in 2022, we issued $1.2 billion of senior unsecured notes, which consisted of notes maturing in 2025, 2027 and 2032. As a result, we terminated the interest rate swaps and the gain associated with the termination of approximately $25 million is amortized to interest expense over the term of our notes due in November 2032.

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

During 2020, we began to hedge the variability of the cash flows in interest payments associated with our floating-rate debt using interest rate swaps. These interest rate swap agreements effectively converted our floating-rate debt that was based on London Interbank Offered Rate (“LIBOR”) to a fixed-rate basis, reducing the impact of interest-rate changes on future interest expense. Our interest rate swap contracts matured in 2023. Similar to other cash flow hedges, we recorded changes in the fair value of these interest rate swaps in AOCI and their fair value was amortized over the term of the debt to interest expense.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Cash Flow Hedges

For derivative instruments that are designated as cash flow hedges, the derivative’s gain or loss is initially reported as a component of AOCI and subsequently reclassified into earnings in the same period the forecasted hedged transaction affects earnings. Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Unrealized gains and losses in AOCI associated with such derivative instruments are immediately reclassified into earnings. As of December 31, 2023, we have estimated that approximately $55 million of net derivative losses related to our foreign exchange cash flow hedges and $8 million net derivative gains related to our interest rate cash flow hedges included in accumulated other comprehensive income will be reclassified into earnings within the next 12 months. We classify cash flows related to our cash flow hedges as operating activities in our consolidated statement of cash flows.

Non-Designated Hedges

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

Warrant

We entered into a warrant agreement in conjunction with a commercial agreement with Adyen that, subject to meeting certain conditions, entitles us to acquire a fixed number of shares up to 5% of Adyen’s fully diluted issued and outstanding share capital at a specific date. The warrant has a term of seven years and vests in a series of four tranches, at a specified price per share (fixed for the first two tranches) upon meeting processing volume milestone targets on a calendar year basis. When or if a relevant milestone is reached, the warrant becomes exercisable with respect to the corresponding tranche of warrant shares up until the warrant expiration date of January 31, 2025. The maximum number of tranches that can vest in one calendar year is two.

In 2021, we met the processing volume milestone target to vest the first tranche of the warrant. Upon vesting of the first tranche, we exercised the option to purchase shares of Adyen valued at approximately $1.1 billion in exchange for approximately $110 million in cash. During 2022, we sold the remainder of our shares in Adyen for $800 million and recorded realized losses of $143 million on the change in fair value of shares sold in gain (loss) on equity investments and warrant, net on our consolidated statement of income. Refer to “Note 7 — Investments” for more information about our equity investments.

The warrant is accounted for as a derivative under ASC Topic 815, Derivatives and Hedging. As of December 31, 2023, the warrant is reported as a component of other current assets on the consolidated balance sheet as we expect to meet the second processing volume milestone target within twelve months of the balance sheet date. Changes in the fair value of the warrant are recognized in gain (loss) on equity investments and warrant, net in our consolidated statement of income. The day-one value attributable to the other side of the warrant, which was recorded as a deferred credit, is reported within accrued expenses and other current liabilities in our consolidated balance sheets and is amortized over the life of the commercial arrangement. See “Note 9 — Fair Value Measurements” for information about the fair value measurement of the warrant.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair Value of Derivative Contracts

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

									December 31,
			Balance Sheet Location						2023						2022
Derivative Assets:
Foreign exchange contracts designated as cash flow hedges			Other current assets						$	10					$	89
Foreign exchange contracts not designated as hedging instruments			Other current assets						13						18
Interest rate contracts designated as cash flow hedges			Other current assets						—						2
Warrant (1)			Other current assets						364						—
Warrant (1)			Other assets						—						214
Foreign exchange contracts designated as cash flow hedges			Other assets						9						13
Total derivative assets									$	396					$	336
Derivative Liabilities:
Foreign exchange contracts designated as cash flow hedges			Other current liabilities						$	14					$	12
Foreign exchange contracts not designated as hedging instruments			Other current liabilities						19						34
Foreign exchange contracts designated as cash flow hedges			Other liabilities						—						1
Total derivative liabilities									$	33					$	47
Total fair value of derivative instruments									$	363					$	289

(1)As of December 31, 2023, the warrant is reported as a component of other current assets on the consolidated balance sheet as we expect to meet the processing volume milestone target to vest the second tranche of the warrant within twelve months of the balance sheet date. As of December 31, 2022, the warrant is reported as a component of other assets on the consolidated balance sheet.

Under the master netting agreements with the respective counterparties to our derivative contracts, subject to applicable requirements, we are allowed to net settle transactions of the same type with a single net amount payable by one party to the other. However, we have elected to present the derivative assets and derivative liabilities on a gross basis on our consolidated balance sheet. As of December 31, 2023, the potential effect of rights of set-off associated with the foreign exchange contracts would be an offset to both assets and liabilities by $16 million, resulting in net derivative assets of $16 million. As of December 31, 2023, there was no potential effect of rights of set-off associated with the interest rate contracts as there were no asset positions.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Effect of Derivative Contracts on Accumulated Other Comprehensive Income

The following tables present the activity of derivative instruments designated as cash flow hedges as of December 31, 2023 and 2022, and the impact of these derivative contracts on AOCI for the periods indicated (in millions):

			December 31, 2022						Amount of Gain (Loss) Recognized in Other Comprehensive Income						Less: Amount of Gain (Loss) Reclassified From AOCI to Earnings						December 31, 2023
Foreign exchange contracts designated as cash flow hedges			$	52					$	(63)					$	53					$	(64)
Interest rate contracts designated as cash flow hedges			62						—						11						51
Total			$	114					$	(63)					$	64					$	(13)

			December 31, 2021						Amount of Gain (Loss) Recognized in Other Comprehensive Income						Less: Amount of Gain (Loss) Reclassified From AOCI to Earnings						December 31, 2022
Foreign exchange contracts designated as cash flow hedges			$	25					$	165					$	138					$	52
Interest rate contracts designated as cash flow hedges			40						31						9						62
Total			$	65					$	196					$	147					$	114

Effect of Derivative Contracts on Consolidated Statement of Income

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

			Year Ended December 31,
			2023						2022						2021
Foreign exchange contracts designated as cash flow hedges recognized in net revenues			$	56					$	140					$	(65)
Foreign exchange contracts designated as cash flow hedges recognized in cost of net revenues			(3)						(2)						4
Foreign exchange contracts not designated as hedging instruments recognized in interest and other, net			4						20						11
Total gain (loss) recognized from foreign exchange derivative contracts in the consolidated statement of income			$	57					$	158					$	(50)

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

			Year Ended December 31,
			2023						2022						2021
Gain (loss) from interest rate contracts designated as cash flow hedges recognized in interest and other, net			$	11					$	9					$	2

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

			Year Ended December 31,
			2023						2022						2021
Gain (loss) attributable to changes in the fair value of warrant recognized in gain (loss) on equity investments and warrant, net			$	150					$	(230)					$	354

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Notional Amounts of Derivative Contracts

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

			December 31,
			2023						2022
Foreign exchange contracts designated as cash flow hedges			$	1,699					$	1,741
Foreign exchange contracts not designated as hedging instruments			2,225						2,181
Interest rate contracts designated as cash flow hedges			—						400
Total			$	3,924					$	4,322

Credit Risk

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

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 9 — Fair Value Measurement of Assets and Liabilities

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

			December 31, 2023						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents			$	1,985					$	1,985					$	—					$	—
Customer accounts			481						481						—						—
Short-term investments:
Restricted cash			23						23						—						—
Corporate debt securities			2,162						—						2,162						—
Government and agency securities			371						—						371						—
Total short-term investments			2,556						23						2,533						—
Equity investment in Adevinta			4,474						4,474						—						—
Derivatives			396						—						32						364
Long-term investments:
Restricted cash			4						4						—						—
Corporate debt securities			328						—						328						—
Government and agency securities			271						—						271						—
Equity investment under the fair value option			335						—						—						335
Total long-term investments			938						4						599						335
Total financial assets			$	10,830					$	6,967					$	3,164					$	699
Liabilities:
Other liabilities			$	10					$	—					$	—					$	10
Derivatives			$	33					$	—					$	33					$	—

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

			December 31, 2022						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents			$	2,154					$	2,154					$	—					$	—
Customer accounts			69						69						—						—
Short-term investments:
Restricted cash			36						36						—						—
Corporate debt securities			2,350						—						2,350						—
Government and agency securities			135						—						135						—
Equity investments with readily determinable fair values			104						104						—						—
Total short-term investments			2,625						140						2,485						—
Equity investment in Adevinta			2,692						2,692						—						—
Derivatives			336						—						122						214
Long-term investments:
Restricted cash			13						13						—						—
Corporate debt securities			646						—						646						—
Government and agency securities			557						—						557						—
Equity investment under the fair value option			431						—						—						431
Total long-term investments			1,647						13						1,203						431
Total financial assets			$	9,523					$	5,068					$	3,810					$	645
Liabilities:
Other liabilities			$	14					$	—					$	—					$	14
Derivatives			$	47					$	—					$	47					$	—

Our financial assets and liabilities are valued using market prices on both active markets (Level 1), less active markets (Level 2) and little or no market activity (Level 3). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. We did not have any transfers of financial instruments between valuation levels during 2023 or 2022.

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

Fair value measurement of derivative instruments

The majority of our derivative instruments are valued using pricing models that take into account the contract terms as well as multiple inputs where applicable, such as equity prices, interest rate yield curves, option volatility and currency rates. Our warrant, which is accounted for as a derivative instrument, is valued using a Black-Scholes model. Key assumptions used in the valuation include risk-free interest rates; Adyen’s common stock price, equity volatility and common stock outstanding; exercise price; and details specific to the warrant. The value is also probability adjusted for management’s assumptions with respect to vesting of the remaining three tranches which are each subject to meeting processing volume milestone targets. These assumptions and the probability of meeting processing volume milestone targets may have a significant impact on the value of the warrant. Refer to “Note 8 — Derivative Instruments” for further details on our derivative instruments.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

			December 31,
			2023						2022
Opening balance at beginning of period			$	214					$	444
Change in fair value			150						(230)
Closing balance at end of period			$	364					$	214

The following table presents quantitative information about Level 3 significant unobservable inputs used in the fair value measurement of the warrant as of December 31, 2023 (in millions, except percentages):

						Fair value						Valuation technique						Unobservable Input						Range (weighted average)****(1)
Warrant						$	364					Black-Scholes and Monte Carlo						Probability of vesting						0.0% - 95.0% (79.9%)
																		Equity volatility						(40%)

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

Fair value measurement of equity investments

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

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

Our equity investment in Gmarket is accounted for under the fair value option and was subject to a two year right held by Emart from the date of disposal to purchase the remaining interest at or near the closing price of the sale. That right expired in November 2023.

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

			December 31, 2023						December 31, 2022
Opening balance at beginning of period			$	431					$	725
Change in fair value			(96)						(294)
Closing balance at end of period			$	335					$	431

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

This investment is classified within Level 3 in the fair value hierarchy as valuation of the investment reflects management’s estimate of assumptions that market participants would use in pricing the asset. The following table presents quantitative information about Level 3 significant unobservable inputs used in the fair value measurement of the equity investment in Gmarket as of December 31, 2023 that may have a significant impact on the overall valuation (dollars in millions):

						Fair value						Valuation technique						Unobservable Input (1)						Range
Equity investment in Gmarket						$	335					Market multiples						Revenue multiple — GPC method						0.9x — 1.2x
																		Revenue multiple — GMAC method						1.0x — 2.2x

(1) The primary unobservable inputs used in the fair value measurement of our equity investment in Gmarket under the fair value option, when using the Guideline Public Company (GPC) method and the Guideline Merged and Acquired Company (GMAC) method under the market multiple approach, are the respective revenue multiples. Significant increases (decreases) in the revenue multiples in isolation would result in significantly higher (lower) fair value measurement. The market multiples are derived from respective groups of guideline public companies and guideline merged and acquired companies.

Certain other immaterial equity investments under the fair value option aggregating to $47 million and $30 million as of December 31, 2023 and December 31, 2022, respectively, are measured at fair value using the net asset value per share (or its equivalent) practical expedient, and have not been classified in the fair value hierarchy.

Refer to “Note 7 — Investments” for further details about our equity investments.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 10 — Supplemental Consolidated Financial Information

Contract Balances

Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represents amounts invoiced and revenue recognized prior to invoicing when we have satisfied our performance obligation and have the unconditional right to payment. The allowance for doubtful accounts and authorized credits is estimated based upon our assessment of various factors including historical experience, the age of the accounts receivable balances, current economic conditions, reasonable and supportable forecasts and other factors that may affect our customers’ ability to pay. The allowance for doubtful accounts and authorized credits was $49 million and $42 million as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, we reported allowances for doubtful accounts of $23 million, reflecting an increase of $7 million, net of write-offs of $9 million, for the year ended December 31, 2023. As of December 31, 2023, we reported allowances for authorized credits of $26 million, reflecting an increase of $1 million, net of write-offs of $1 million, for the year ended December 31, 2023. As of December 31, 2022, we reported an allowance for doubtful accounts of $16 million and an allowance for authorized credits of $26 million.

Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period. Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following reporting period. The amount of revenue recognized during the year ended December 31, 2023 that was included in the deferred revenue balance at the beginning of the period was $33 million. The amount of revenue recognized during the year ended December 31, 2022 that was included in the deferred revenue balance at the beginning of the period was $38 million.

Customer accounts and funds receivable

			December 31,
			2023						2022
			(In millions)
Customer accounts			$	481					$	69
Funds receivable			532						694
Customer accounts and funds receivable			$	1,013					$	763

Other current assets

			December 31,
2023						2022
(In millions)
Warrant			$	364					$	—
Prepaid expenses			116						120
Income and other tax receivable			99						122
Accounts receivable, net			94						90
Payment processor advances			36						336
Short-term derivative assets			23						112
Other			256						276
Other current assets			$	988					$	1,056

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property and equipment, net

						December 31,
			2023						2022						Estimated useful lives
			(In millions)
Computer equipment and software						$	4,905					$	4,903					1 - 3 years
Land and buildings, including building improvements						829						792						Up to 30 years
Leasehold improvements						418						379						Shorter of 5 years or lease term
Furniture and fixtures						141						138						3 years
Construction in progress and other						153						141						Not applicable
Property and equipment, gross						6,446						6,353
Accumulated depreciation						(5,203)						(5,115)
Property and equipment, net						$	1,243					$	1,238

Total depreciation expense on our property and equipment for the years ended December 31, 2023, 2022 and 2021 totaled $441 million, $442 million and $485 million, respectively.

Accrued expenses and other current liabilities

			December 31,
2023						2022
(In millions)
Compensation and related benefits			$	581					$	426
Accrued sales and use tax and VAT			424						346
Accrued marketing expenses			181						229
Accrued legal matters			132						64
Transaction loss reserve			125						101
Operating lease liabilities			118						131
Accrued restructuring			102						—
Accrued general and administrative expenses			79						111
Accrued interest expense			56						67
Deferred revenue			34						34
Other			364						357
Accrued expenses and other current liabilities			$	2,196					$	1,866

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 11 — Debt

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

						Coupon						As of						Effective						As of						Effective
						Rate						December 31, 2023						Interest Rate						December 31, 2022						Interest Rate
Long-Term Debt
Floating Rate Notes:
Senior notes due 2023						LIBOR plus 0.87%						$	—					—		%				$	400					3.786		%
Fixed Rate Notes:
Senior notes due 2023						2.750		%				—						—		%				750						2.866		%
Senior notes due 2024						3.450		%				750						3.531		%				750						3.531		%
Senior notes due 2025						1.900		%				800						1.803		%				800						1.803		%
Senior notes due 2025						5.900		%				425						6.036		%				425						6.036		%
Senior notes due 2026						1.400		%				750						1.252		%				750						1.252		%
Senior notes due 2027						3.600		%				850						3.689		%				850						3.689		%
Senior notes due 2027						5.950		%				300						6.064		%				300						6.064		%
Senior notes due 2030						2.700		%				950						2.623		%				950						2.623		%
Senior notes due 2031						2.600		%				750						2.186		%				750						2.186		%
Senior notes due 2032						6.300		%				425						6.371		%				425						6.371		%
Senior notes due 2042						4.000		%				750						4.114		%				750						4.114		%
Senior notes due 2051						3.650		%				1,000						2.517		%				1,000						2.517		%
Total senior notes												7,750												8,900
Hedge accounting fair value adjustments (1)												2												5
Unamortized premium/(discount) and debt issuance costs												(29)												(34)
Less: Current portion of long-term debt												(750)												(1,150)
Total long-term debt												6,973												7,721
Short-Term Debt
Current portion of long-term debt												750												1,150
Total short-term debt												750												1,150
Total Debt												$	7,723											$	8,871

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

Senior Notes

In January 2023, we redeemed the $1.2 billion aggregate principal amount of our floating rate and 2.750% senior notes due 2023. Total cash consideration paid was $1.2 billion, as the redemption price was equal to 100% of the principal amount. In addition, we paid accrued and unpaid interest on the principal amount.

In 2022, we redeemed the $1.4 billion aggregate principal amount of our 2.600% and 3.800% senior notes due 2022. Total cash consideration paid was $1.4 billion as the redemption price was equal to 100% of the principal amount. In addition, we paid accrued and unpaid interest on the principal amount.

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

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

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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

We may redeem some or all of the other fixed rate notes of each series at any time and from time to time prior to their maturity, generally at a make-whole redemption price, plus accrued and unpaid interest.

If a change of control triggering event (as defined in the applicable senior notes) occurs with respect to the 3.450% fixed rate notes due 2024, the 1.900% fixed rate notes due 2025, the 5.900% fixed rate notes due 2025, the 1.400% fixed rate notes due 2026, the 3.600% fixed rate notes due 2027, the 5.950% fixed rate notes due 2027, the 2.700% fixed rate notes due 2030, the 2.600% fixed rate notes due 2031, the 6.300% fixed rate notes due 2032, the 4.000% fixed rate notes due 2042, or the 3.650% fixed rate notes due 2051, we must, subject to certain exceptions, offer to repurchase all of the notes of the applicable series at a price equal to 101% of the principal amount, plus accrued and unpaid interest.

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

To help achieve our interest rate risk management objectives, during the second quarter of 2020, we entered into interest rate swap agreements that effectively converted $400 million of our LIBOR-based floating-rate debt to a fixed-rate basis. During the second quarter of 2022, we entered into derivative instruments to hedge the variability of forecasted interest payments on anticipated debt issuance using forward-starting interest rate swaps. In November 2022, we issued $1.2 billion of senior unsecured notes, which consisted of notes maturing in 2025, 2027 and 2032. As a result, we terminated the interest rate swaps and the gain associated with the termination of approximately $25 million will be amortized to interest expense over the term of our notes due in November 2032.

The effective interest rates for our senior notes include the interest payable, the amortization of debt issuance costs and the amortization of any original issue discount and premium on these senior notes. Interest on these senior notes is payable either quarterly or semiannually. Interest expense associated with these senior notes, including amortization of debt issuance costs, during the years ended December 31, 2023, 2022 and 2021 was approximately $260 million, $231 million and $257 million, respectively. As of December 31, 2023 and 2022, the estimated fair value of these senior notes, using Level 2 inputs, was approximately $7.1 billion and $8.0 billion, respectively.

Commercial Paper

We have a commercial paper program pursuant to which we may issue commercial paper notes in an aggregate principal amount at maturity of up to $1.5 billion outstanding at any time with maturities of up to 397 days from the date of issue. As of December 31, 2023, there were no commercial paper notes outstanding.

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Credit Agreement

In March 2020, we entered into a credit agreement that provided for an unsecured $2.0 billion five-year credit facility (the “Prior Credit Agreement”). As of December 31, 2023, no borrowings were outstanding under the Prior Credit Agreement.

In January 2024, we terminated the Prior Credit Agreement and entered into a new credit agreement (the “Credit Agreement”) that provides for an unsecured $2.0 billion five-year revolving credit facility. We may also, subject to the agreement of the applicable lenders, increase the commitments under the revolving credit facility by up to $1.0 billion. Funds borrowed under the Credit Agreement may be used for working capital, capital expenditures, acquisitions and other general corporate purposes and will bear interest at either (i) a customary forward-looking term rate based on the secured overnight financing rate published by CME Group for the relevant interest period plus an adjustment of 0.1% or (ii) a customary base rate formula, plus a margin (based on our public debt ratings) ranging from 0% to 0.375%. The covenants of the Credit Agreement are consistent with the covenants of the Prior Credit Agreement.

As of December 31, 2023, no borrowings were outstanding under our $2.0 billion Prior Credit Agreement. However, as described above, we have an up to $1.5 billion commercial paper program and are required to maintain available borrowing capacity under our credit agreement in order to repay commercial paper borrowings in the event we are unable to repay those borrowings from other sources when they become due, in an aggregate amount of $1.5 billion. As of December 31, 2023, no borrowings were outstanding under our commercial paper program; therefore, $2.0 billion of borrowing capacity was available for other purposes permitted by the credit agreement, subject to customary conditions to borrowing. The credit agreement includes a covenant limiting our consolidated leverage ratio to no more than 4.0:1.0, subject to, upon the occurrence of a qualified material acquisition, if so elected by us, a step-up to 4.5:1.0 for the four fiscal quarters completed following such qualified material acquisition. The credit agreement includes customary events of default, with corresponding grace periods in certain circumstances, including payment defaults, cross-defaults and bankruptcy-related defaults. In addition, the credit agreement contains customary affirmative and negative covenants, including restrictions regarding the incurrence of liens and subsidiary indebtedness, in each case, subject to customary exceptions. The credit agreement also contains customary representations and warranties.

We were in compliance with all financial covenants in our outstanding debt instruments for the period ended December 31, 2023.

Future Maturities

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

			December 31, 2023
Fiscal Years:
2024			$	750
2025			1,225
2026			750
2027			1,150
2028			—
Thereafter			3,875
Total future maturities			$	7,750

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 12 — Leases

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

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

									December 31,
			Balance Sheet Location						2023						2022
Assets
Operating			Operating lease right-of-use (“ROU”) assets						$	493					$	513
Liabilities
Operating - current			Accrued expenses and other current liabilities						$	118					$	131
Operating - noncurrent			Operating lease liabilities						387						418
Total lease liabilities									$	505					$	549

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

									Year Ended December 31,
			Statement of Income Location						2023						2022						2021
Operating lease costs (1)			Cost of net revenues, Sales and marketing, Product development and General and administrative expenses						$	128					$	132					$	178

(1)Includes variable lease payments and sublease income that were immaterial for the years ended December 31, 2023, 2022 and 2021.

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

			December 31, 2023
2024			$	136
2025			119
2026			105
2027			86
2028			61
Thereafter			60
Total lease payments			567
Less interest			(62)
Present value of lease liabilities			$	505

As of December 31, 2023, we have non-cancellable operating leases for data centers that have not commenced with fixed lease payment obligations of $71 million, with nothing payable within 12 months. We are not involved in the construction or design of underlying assets.

Rent expense for the years ended December 31, 2023, 2022 and 2021 totaled $137 million, $144 million and $192 million, respectively. Rent expense includes operating lease costs as well as expense for non-lease components such as common area maintenance.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

						December 31,
						2023						2022
Weighted average remaining lease term
Operating leases						4.80 years						5.15 years
Weighted average discount rate
Operating leases						4.00		%				3.60		%

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

						Year Ended December 31,
						2023						2022						2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases						$	154					$	159					$	165
ROU assets obtained in exchange for new lease obligations:
Operating leases						$	102					$	354					$	38

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 13 — Commitments and Contingencies

Off-Balance Sheet Arrangements

As of December 31, 2023, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

Litigation and Other Legal Matters

Overview

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

Amounts accrued for legal and regulatory proceedings for which we believe a loss is probable were not material for the year ended December 31, 2023. We have concluded, based on currently available information, that reasonably possible losses arising directly from the proceedings (i.e., monetary damages or amounts paid in judgment or settlement) in excess of our recorded accruals are also not material. However, legal and regulatory proceedings are inherently unpredictable and subject to significant uncertainties. If one or more matters were resolved against us in a reporting period for amounts in excess of management’s expectations, the impact on our operating results or financial condition for that reporting period could be material. Legal fees are expensed as incurred.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

General Matters

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

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

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

In this regard, the Company has responded to inquiries from the U.S. Department of Justice (“DOJ”) regarding products sold on the Marketplace platforms alleged to violate certain laws administered by the Environmental Protection Agency (“EPA”) and, separately, laws administered by the Drug Enforcement Agency (“DEA”). The inquiries relate to whether and to what extent the Company 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 the Company.

On September 27, 2023, DOJ, on behalf of the EPA, filed a civil complaint against the Company in the U.S. District Court for the Eastern District of New York alleging violations of the Clean Air Act, Federal Insecticide, Fungicide, and Rodenticide Act and the Toxic Substances Control Act. The Company intends to vigorously defend against these claims. If the Company is found to be liable for such activities on the Marketplace, it likely will be subject to monetary damages, changes in our business practices, or other remedies that could have a material adverse impact on our business. The Company is unable to predict whether additional litigation or proceedings may arise out of this matter.

On January 31, 2024, the DEA, DOJ and the Company entered into a settlement agreement (the “DEA Settlement Agreement”), which fully resolved DOJ’s allegations of noncompliance arising under the Controlled

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Substances Act. Pursuant to the DEA Settlement Agreement, the Company paid $59 million and agreed to implement enhanced processes regarding its monitoring and reporting of listings that violate the Company’s policies.

In January 2024, the Company also entered into a deferred prosecution agreement (the “DPA”) with the U.S. Attorney for the District of Massachusetts (the “U.S. Attorney”) 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. Pursuant to the terms of the DPA, the U.S. Attorney filed a six-count criminal Information in the United States District Court for the District of Massachusetts in January 2024 and agreed to defer any prosecution of the Company on those counts. Additionally, during the three-year term of the DPA, the Company is subject to an independent compliance monitor to assess its compliance program and, where appropriate, to modify that program. The Company also paid a $3 million penalty. If the Company successfully meets its obligations under the DPA, after three years, the DPA will expire, and the U.S. Attorney has agreed to dismiss the criminal Information against the Company. The editor and publisher also have a pending civil action against the Company, which seeks unspecified damages arising from the above-described conduct.

In connection with the government matters and criminal and civil actions described above, the Company has accrued for probable losses of $132 million in the aggregate as of December 31, 2023, of which $68 million was recorded as a component of general and administrative expense during the year ended December 31, 2023, and for probable losses of $64 million in the aggregate as of the date of this report. Given the uncertainties involved, the ultimate resolution of these matters could result in additional losses that may be material to our financial results for a particular period, depending on, among other factors, the size of the loss or liability imposed and the level of our net income or loss for that period.

Indemnification Provisions

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

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

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

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 14 — Stockholders’ Equity

Preferred Stock

We are authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series; to establish the number of shares included within each series; to fix the rights, preferences and privileges of the shares of each wholly unissued series and any related qualifications, limitations or restrictions; and to increase or decrease the number of shares of any series (but not below the number of shares of a series then outstanding) without any further vote or action by our stockholders. As of December 31, 2023 and 2022, there were 10 million shares of $0.001 par value preferred stock authorized for issuance, and no shares issued or outstanding.

Common Stock

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

Stock Repurchase Programs

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

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

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

In January 2022, the 2021 ASR Agreement with the remaining 2021 ASR Counterparty settled and resulted in a delivery of approximately 3.3 million additional shares of our common stock. The related forward contract was settled and recorded as a $188 million increase to treasury stock during 2022. In total under the 2021 ASR Agreements, approximately 36.0 million shares were repurchased at an average price per share of $69.43.

In October 2021, we entered into accelerated share repurchase agreements (the “2021 ASR Agreements”) with two financial institutions (each a “2021 ASR Counterparty”), as part of our share repurchase program. Under the 2021 ASR Agreements, we paid an aggregate amount of $2.5 billion to the 2021 ASR Counterparties and received an initial delivery of approximately 29.3 million shares of our common stock, which were recorded as a $2.1 billion increase to treasury stock. In December 2021, the 2021 ASR Agreement with one of the 2021 ASR Counterparties settled and resulted in a delivery of approximately 3.4 million additional shares of our common stock, which were recorded as a $188 million increase to treasury stock. The remaining $188 million was evaluated as an unsettled forward contract indexed to our own stock, classified within stockholders’ equity as of December 31, 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes repurchase activity under our stock repurchase programs during 2023 (in millions, except per share amounts):

			Shares Repurchased (1)						Average Price per Share (2)						Value of Shares Repurchased (2)						Remaining Amount Authorized
Balance as of January 1, 2023																					$	2,848
Repurchase of shares of common stock			32						$	43.82					$	1,401					(1,401)
Balance as of December 31, 2023																					$	1,447

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

(2)Excludes broker commissions and excise tax accruals.

Dividends

The company paid a total of $528 million, $489 million and $466 million in cash dividends during the years ended December 31, 2023, 2022 and 2021, respectively. In February 2024, we declared a cash dividend for the first quarter of 2024 of $0.27 per share of common stock to be paid on March 25, 2024 to stockholders of record as of March 11, 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 15 — Employee Benefit Plans

Equity Incentive Plans

We have equity incentive plans under which we grant equity awards, including stock options, restricted stock units (“RSUs”), total shareholder return performance share units (“TSR PSUs”), and performance-based restricted stock units (“PBRSUs”), to our directors, officers and employees. As of December 31, 2023, 785 million shares were authorized under our equity incentive plans and 42 million shares were available for future grant.

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

In 2023, 2022 and 2021, certain executives were eligible to receive PBRSUs. PBRSU awards are subject to performance and time-based vesting requirements. The target number of shares subject to the PBRSU award are adjusted based on our business performance measured against the performance goals approved by the Compensation and Human Capital Committee at the beginning of the performance period. Generally, if the performance criteria are satisfied, one-half of the award vests in March following the end of the performance period and the other half of the award vests in March of the following year.

Deferred Stock Units

Prior to December 31, 2016, we granted deferred stock units to each non-employee director (other than Mr. Omidyar) at the time of our annual meeting of stockholders and to new non-employee directors upon their election to the Board. Each deferred stock unit award granted to a new non-employee director upon election to the Board vests 25% one year from the date of grant, and at a rate of 2.08% per month thereafter. In addition, directors were permitted to elect to receive, in lieu of annual retainer and committee chair fees and at the time these fees would otherwise be payable, fully vested deferred stock units with an initial value equal to the amount based on the fair market value of common stock at the date of grant. Following termination of a non-employee director’s service on the Board, deferred stock units granted prior to August 1, 2013 are payable in stock or cash (at our election), while deferred stock units granted on or after August 1, 2013 are payable solely in stock. As of December 31, 2023, there were approximately 74,424 deferred stock units outstanding, which are included in our restricted stock unit activity below. As of December 31, 2016, we no longer grant deferred stock units.

Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan (“ESPP”) for all eligible employees. Under the ESPP, shares of our common stock may be purchased over an offering period with a maximum duration of two years at 85% of the lower of the fair market value on the first day of the applicable offering period or on the last day of the six-month purchase period. Employees may purchase shares having a value not exceeding 10% of their eligible compensation during an offering period. During 2023, 2022 and 2021, employees purchased approximately 2 million shares each year under this plan at average prices of $33.63, $38.04 and $38.93 per share, respectively. As of December 31, 2023, approximately 28 million shares of common stock were reserved for future issuance.

Stock Option Activity

Stock options granted in 2023 and 2022 were not material. No stock options were granted in 2021.

No options were exercised under our equity incentive plans during 2023. During 2022 and 2021, the aggregate intrinsic value of options exercised under our equity incentive plans was $2 million and $2 million, respectively, determined as of the date of option exercise.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Restricted Stock Unit Activity

The following table presents RSU activity (including PBRSUs that have been earned) under our equity incentive plans as of and for the year ended December 31, 2023 (in millions, except per share amounts):

			Units						Weighted Average Grant-Date Fair Value (per share)
Outstanding as of January 1, 2023			21						$	52.29
Awarded and assumed			17						$	44.12
Vested			(11)						$	47.83
Forfeited			(3)						$	51.17
Outstanding as of December 31, 2023			24						$	48.80
Expected to vest as of December 31, 2023			20

During 2023, 2022 and 2021, the aggregate intrinsic value of RSUs vested under our equity incentive plans was $455 million, $448 million and $697 million, respectively.

Stock-Based Compensation Expense

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

			Year Ended December 31,
			2023						2022						2021
Cost of net revenues			$	53					$	51					$	47
Sales and marketing			92						73						83
Product development			272						222						196
General and administrative			158						148						151
Total stock-based compensation expense			$	575					$	494					$	477
Capitalized in product development			$	16					$	14					$	12

As of December 31, 2023, there was approximately $896 million of unearned stock-based compensation that will be expensed from 2024 through 2028. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel all or a portion of the remaining unearned stock-based compensation expense. Future unearned stock-based compensation will increase to the extent we grant additional equity awards, change the mix of grants between stock options and restricted stock units or assume unvested equity awards in connection with acquisitions.

Employee Savings Plans

We have a defined contribution plan, which is qualified under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their eligible earned compensation, but not more than statutory limits. During the years ended December 31, 2023, 2022 and 2021, we contributed one dollar for each dollar a participant contributed, with a maximum contribution of 4% of each employee’s eligible earned compensation, subject to a maximum employer contribution of $13,200, $12,200 and $11,600 per employee for each period, respectively. Our non-U.S. employees are covered by various other savings plans. Total expense for these plans was $61 million, $58 million and $54 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 16 — Income Taxes

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

			Year Ended December 31,
			2023						2022						2021
United States			$	704					$	123					$	1,608
International			3,003						(1,724)						(1,210)
			$	3,707					$	(1,601)					$	398

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

			Year Ended December 31,
			2023						2022						2021
Current:
Federal			$	488					$	350					$	472
State and local			94						36						128
Foreign			95						67						228
			$	677					$	453					$	828
Deferred:
Federal			$	112					$	(847)					$	(755)
State and local			(41)						(50)						(125)
Foreign			184						117						198
			255						(780)						(682)
			$	932					$	(327)					$	146

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

			Year Ended December 31,
			2023						2022						2021
Provision (benefit) at statutory rate			$	778					$	(337)					$	84
Foreign income taxed at different rates			8						7						19
Other taxes on foreign operations			72						13						89
Change in valuation allowance			(62)						—						—
Stock-based compensation			33						17						(26)
State taxes, net of federal benefit			53						(14)						3
Research and other tax credits			(44)						(45)						(39)
Penalties			14						11						—
Impact of tax rate change			73						—						(3)
Non-deductible executive compensation			2						4						10
Other			5						17						9
			$	932					$	(327)					$	146

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

			As of December 31,
			2023						2022
Deferred tax assets:
Net operating loss, capital loss and credits			$	200					$	275
Accruals and allowances			560						384
Capitalized research expense			334						181
Stock-based compensation			12						10
Amortizable tax basis in intangibles			2,872						3,064
Net deferred tax assets			3,978						3,914
Valuation allowance			(143)						(231)
			3,835						3,683
Deferred tax liabilities:
Outside basis differences			(2,817)						(2,446)
Acquisition-related intangibles			(65)						(64)
Depreciation and amortization			(213)						(243)
Net unrealized gain on investments			(60)						(6)
			(3,155)						(2,759)
			$	680					$	924

As of December 31, 2023, our federal, state and foreign net operating loss carryforwards for income tax purposes were approximately $34 million, $31 million and $168 million, respectively. The federal and state net operating loss carryforwards are subject to various limitations under Section 382 of the Internal Revenue Code and applicable state tax laws. If not utilized, the federal and state net operating loss carryforwards will begin to expire in 2024 and 2025, respectively. The carryforward periods on our foreign net operating loss carryforwards are as follows: $4 million do not expire and $164 million are subject to valuation allowance and begin to expire in 2024. As of December 31, 2023, state tax credit carryforwards for income tax purposes were approximately $199 million. Most of the state tax credits carry forward indefinitely.

As of December 31, 2023 and 2022, we maintained a valuation allowance with respect to certain of our deferred tax assets relating primarily to operating losses in certain non-U.S. jurisdictions and certain state tax credits and capital losses that we believe are not likely to be realized.

We have recognized the tax consequences of all foreign unremitted earnings and management has no specific plans to indefinitely reinvest the unremitted earnings of our foreign subsidiaries as of the balance sheet date. Accordingly, as of December 31, 2023 and 2022, $292 million and $526 million, respectively, of our liability for deemed repatriation of foreign earnings was included in other liabilities on our consolidated balance sheet. We have not provided for deferred taxes on outside basis differences in our investments in our foreign subsidiaries that are unrelated to unremitted earnings. These basis differences will be indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of our outside basis difference is not practicable.

In connection with the transfer of our Classifieds business on June 24, 2021 we recorded $2.1 billion of income tax expense as part of income from discontinued operations, of which $1.7 billion was a deferred tax liability for the outside basis difference related to our receipt of Adevinta shares. The deferred tax liability decreased with the change in fair value of the Adevinta investment, which has been recorded in income (loss) from continuing operations following the transaction close date through December 31, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

			Year Ended December 31,
			2023						2022						2021
Gross amounts of unrecognized tax benefits as of the beginning of the period			$	493					$	461					$	420
Increases related to prior period tax positions			120						4						6
Decreases related to prior period tax positions			(45)						(7)						(5)
Increases related to current period tax positions			53						40						42
Settlements			(8)						(5)						(2)
Gross amounts of unrecognized tax benefits as of the end of the period			$	613					$	493					$	461

As of December 31, 2023, gross amounts of unrecognized tax benefits of $613 million included $51 million of unrecognized tax benefits indemnified by PayPal. As of December 31, 2022, gross amounts of unrecognized tax benefits of $493 million included $50 million of unrecognized tax benefits indemnified by PayPal. If total unrecognized tax benefits were realized in a future period, it would result in a tax benefit of $457 million. Of this amount, approximately $48 million of unrecognized tax benefit is indemnified by PayPal and a corresponding receivable would be reduced upon a future realization. As of December 31, 2023, our liabilities for unrecognized tax benefits were included in other liabilities on our consolidated balance sheet.

As of December 31, 2023, and 2022 we had accrued interest and penalty expense related to uncertain tax positions of $94 million and $57 million, respectively, net of income tax benefits. The income tax (benefit) provision for 2023 and 2022 included interest expense related to uncertain tax positions of $30 million and $9 million, respectively, net of tax benefits. The income (loss) from discontinued operations, net of income taxes, for 2023 and 2022 included interest expense related to uncertain tax positions of $7 million and $3 million, respectively, net of tax benefits.

We are subject to both direct and indirect taxation in the United States and various states and foreign jurisdictions. We are under examination by certain tax authorities for the 2010 to 2021 tax years. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these or other examinations. The material jurisdictions where we are subject to potential examination by tax authorities for tax years after 2009 include, among others, the United States (Federal and California), Germany, India, Israel, Switzerland and the United Kingdom.

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

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 17 — Gain (Loss) on Equity Investments and Warrant, Net and Interest and Other, Net

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

			Year Ended December 31,
			2023						2022						2021
Unrealized change in fair value of equity investment in Adevinta			$	1,782					$	(2,693)					$	(3,070)
Unrealized change in fair value of equity investment in Adyen			—						(118)						(10)
Unrealized change in fair value of equity investment in Gmarket			(96)						(294)						(3)
Unrealized change in fair value of equity investment in KakaoBank			(11)						(218)						403
Change in fair value of warrant			150						(230)						354
Realized change in fair value of shares sold in Adevinta (1)			—						2						9
Realized change in fair value of shares sold in Adyen			—						(143)						—
Realized change in fair value of shares sold in KakaoBank			13						(75)						83
Impairment of equity investment in Paytm Mall			—						—						(160)
Gain (loss) on other investments (2)			(6)						(17)						29
Total gain (loss) on equity investments and warrant, net			$	1,832					$	(3,786)					$	(2,365)

(1)Gain (loss) on sale of shares in Adevinta included: (i) in 2022, a $2 million gain on the change in fair value of shares sold; (ii) in 2021, an $88 million gain recognized on the sale of the shares offset by a $79 million loss on the change in fair value of shares sold.

(2)Gain (loss) on other investments primarily included: (i) in 2022, primarily downward adjustments of $13 million recorded on equity investments under the fair value option and $7 million recorded on equity investments without readily determinable fair values; (i) in 2021, primarily a $41 million upward adjustment and a $10 million impairment recorded on equity investments without readily determinable fair values.

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

			Year Ended December 31,
			2023						2022						2021
Interest income			$	204					$	73					$	19
Foreign exchange and other			(7)						(3)						90
Total interest income and other, net			$	197					$	70					$	109

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 18 — Accumulated Other Comprehensive Income

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

			Unrealized Gains (Losses) on Derivative Instruments						Unrealized Gains (Losses) on Investments						Foreign Currency Translation						Estimated Tax (Expense) Benefit						Total
Balance as of December 31, 2022			$	114					$	(98)					$	222					$	21					$	259
Other comprehensive income (loss) before reclassifications			(63)						53						(16)						3						(23)
Less: Amount of gain (loss) reclassified from AOCI			64						—						—						(13)						51
Net current period other comprehensive income (loss)			(127)						53						(16)						16						(74)
Balance as of December 31, 2023			$	(13)					$	(45)					$	206					$	37					$	185

			Unrealized Gains (Losses) on Derivative Instruments						Unrealized Gains (Losses) on Investments						Foreign Currency Translation						Estimated Tax (Expense) Benefit						Total
Balance as of December 31, 2021			$	65					$	(7)					$	328					$	12					$	398
Other comprehensive income (loss) before reclassifications			196						(93)						(106)						31						28
Less: Amount of gain (loss) reclassified from AOCI			147						(2)						—						22						167
Net current period other comprehensive income (loss)			49						(91)						(106)						9						(139)
Balance as of December 31, 2022			$	114					$	(98)					$	222					$	21					$	259

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

Details about AOCI Components						Affected Line Item in the Statement of Income						Amount of Gain (Loss) Reclassified from AOCI for the Year Ended December 31,
												2023						2022
Gains (losses) on cash flow hedges
Foreign exchange contracts						Net revenues						$	56					$	140
Foreign exchange contracts						Cost of net revenues						(3)						(2)
Interest rate contracts						Interest and other, net						11						9
						Total, from continuing operations before income taxes						64						147
						Income taxes						(13)						22
						Total, from continuing operations net of income taxes						51						169
Unrealized gains (losses) on investments						Interest and other, net						—						(2)
						Total, before income taxes						—						(2)
						Income taxes						—						—
						Total, net of income taxes						—						(2)
Total reclassifications for the period						Total, net of income taxes						$	51					$	167

eBay Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 19 — Restructuring

The following table summarizes restructuring reserve activity for the period indicated (in millions):

						Year Ended December 31, 2023
Accrued liability, beginning of period						$	—
Charges						141
Payments						(39)
Accrued liability, end of period						$	102

During the first quarter of 2023, management approved plans to drive operational improvement that included the reduction of workforce. The reduction was substantially completed in the first quarter of 2023 and resulted in a pre-tax charge of $42 million.

During the fourth quarter of 2023, management approved plans to drive operational improvement that included the reduction of workforce. The reduction resulted in a pre-tax charge of $99 million. We expect the reduction to be substantially completed in the second quarter of 2024.

Restructuring reserve activity during 2022 was immaterial.

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

The restructuring charges incurred in 2023, 2022 and 2021 are included in general and administrative expenses in the consolidated statement of income.

eBay Inc.

FINANCIAL STATEMENT SCHEDULE

The Financial Statement Schedule II — VALUATION AND QUALIFYING ACCOUNTS for continuing operations as of and for the years ended December 31, 2023, 2022 and 2021.

			Balance at Beginning of Period						Charged/ Credited to Net Income						Charged to Other Account						Charges Utilized/ Write-offs						Balance at End of Period
			(In millions)
Allowances for Doubtful Accounts
Year Ended December 31, 2021			$	97					$	79					$	—					$	(134)					$	42
Year Ended December 31, 2022			$	42					$	16					$	—					$	(42)					$	16
Year Ended December 31, 2023			$	16					$	16					$	—					$	(9)					$	23
Allowance for Authorized Credits
Year Ended December 31, 2021			$	39					$	(8)					$	—					$	1					$	32
Year Ended December 31, 2022			$	32					$	(6)					$	—					$	—					$	26
Year Ended December 31, 2023			$	26					$	1					$	—					$	(1)					$	26
Allowance for Transaction Losses
Year Ended December 31, 2021			$	32					$	343					$	—					$	(287)					$	88
Year Ended December 31, 2022			$	88					$	316					$	—					$	(334)					$	70
Year Ended December 31, 2023			$	70					$	344					$	—					$	(330)					$	84
Tax Valuation Allowance
Year Ended December 31, 2021			$	149					$	6					$	(12)					$	(7)					$	136
Year Ended December 31, 2022			$	136					$	97					$	(2)					$	—					$	231
Year Ended December 31, 2023			$	231					$	(73)					$	(8)					$	(7)					$	143

INDEX TO EXHIBITS

No.						Exhibit Description						Filed or Furnished with this 10-K						Incorporated by Reference
									Form						File No.						Date Filed
2.01						Separation and Distribution Agreement by and between Registrant and PayPal Holdings, Inc. dated as of June 26, 2015.												8-K						000-24821						6/30/2015
2.02						Transaction Agreement, dated as of July 20, 2020 by and between eBay Inc., and Adevinta ASA.												8-K						001-37713						7/22/2020
2.03						Letter Agreement, dated as of October 16, 2020, amending Transaction Agreement, dated as of July 20, 2020, by and between eBay Inc., and Adevinta ASA.												10-K						001-37713						2/4/2021
2.04						Share Purchase Agreement, dated as of July 14, 2021, by and among eBay Inc., eBay International Management B.V. and Astinlux Finco S.à r.l.												10-Q						001-37713						10/28/2021
2.05*						Bid Conduct Agreement, dated as of November 21, 2023, by and among eBay Inc., eBay International Holding GmbH, eBay International Management B.V., BCP Aurelia Luxco S.a r.l., Aurelia UK Feederco Limited, Aurelia Netherlands TopCo B.V., Aurelia BidCo Norway AS and Aurelia BidCo 1 Norway AS.												8-K						001-37713						11/21/2023
2.06*						Transaction Completion Agreement, dated as of November 21, 2023, by and among eBay Inc., eBay International Holding GmbH, eBay International Management B.V., BCP Aurelia Luxco S.a r.l., Aurelia UK Feederco Limited, Aurelia Netherlands TopCo B.V., Aurelia BidCo Norway AS and Aurelia BidCo 1 Norway AS.												8-K						001-37713						11/21/2023
3.01						Registrant’s Amended and Restated Certificate of Incorporation, as amended.												8-K						001-37713						6/23/2023
3.02						Registrant’s Amended and Restated Bylaws.												8-K						001-37713						1/13/2023
4.01						Form of Specimen Certificate for Registrant’s Common Stock.												S-1						333-59097						8/19/1998
4.02						Indenture dated as of October 28, 2010 between Registrant and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.												8-K						000-24821						10/28/2010
4.03						Supplemental Indenture dated as of October 28, 2010 between Registrant and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.												8-K						000-24821						10/28/2010
4.04						Officer’s Certificate dated July 24, 2012.												8-K						000-24821						7/24/2012
4.05						Form of 4.000% Note due 2042 (included in Exhibit 4.04).												8-K						000-24821						7/24/2012
4.06						Officer’s Certificate dated July 28, 2014.												8-K						000-24821						7/28/2014
4.07						Form of 3.450% Note due 2024 (included in Exhibit 4.06).												8-K						000-24821						7/28/2014
4.08						Officer’s Certificate dated June 6, 2017.												8-K						001-37713						6/6/2017
4.09						Form of 3.600% Note due 2027 (included in Exhibit 4.08).												8-K						001-37713						6/6/2017
4.10						Officer’s Certificate dated March 11, 2020.												8-K						001-37713						3/11/2020
4.11						Forms of 1.900% Note due 2025 and 2.700% Note due 2030 (included in Exhibit 4.10).												8-K						001-37713						3/11/2020
4.12						Officer’s Certificate dated June 15, 2020.												8-K						001-37713						6/15/2020
4.13						Forms of 1.900% Note due 2025 and 2.700% Note due 2030 (included in Exhibit 4.12).												8-K						001-37713						6/15/2020

No.						Exhibit Description						Filed or Furnished with this 10-K						Incorporated by Reference
									Form						File No.						Date Filed
4.14						Officers’ Certificate dated May 10, 2021												8-K						001-37713						5/10/2021
4.15						Forms of 1.400% Note Due 2026, 2.600% Note due 2031 and 3.650% Note due 2051 (included in Exhibit 4.14)												8-K						001-37713						5/10/2021
4.16						Officers’ Certificate dated November 22, 2022												8-K						001-37713						11/22/2022
4.17						Forms of 5.900% Note Due 2025, 5.950% Note due 2027 and 6.300% Note due 2032 (included in Exhibit 4.16)												8-K						001-37713						11/22/2022
4.18						Description of Securities.												10-K						001-37713						2/23/2023
10.01+						Form of Indemnity Agreement entered into by Registrant with each of its directors and executive officers.												S-1						333-59097						7/15/1998
10.02+						Registrant’s 2003 Deferred Stock Unit Plan, as amended.												10-K						000-24821						2/28/2007
10.03+						Amendment to Registrant’s 2003 Deferred Stock Unit Plan, effective April 2, 2012.												10-Q						000-24821						7/19/2012
10.04+						Form of Director Award Agreement under Registrant’s 2003 Deferred Stock Unit Plan.												10-Q						000-24821						7/19/2012
10.05+						Form of Electing Director Award Agreement under Registrant’s 2003 Deferred Stock Unit Plan.												10-Q						000-24821						7/19/2012
10.06+						Form of New Director Award Agreement under Registrant’s 2003 Deferred Stock Unit Plan.												10-Q						000-24821						7/19/2012
10.07+						Form of 2003 Deferred Stock Unit Plan Restricted Stock Unit Grant Notice and Agreement.												10-Q/A						000-24821						4/24/2008
10.08+						Registrant’s Equity Incentive Award Plan, as amended and restated.												8-K						001-37713						6/23/2023
10.09+						Form of Restricted Stock Unit Award Agreement under Registrant’s 2003 Deferred Stock Unit Plan and Registrant’s Equity Incentive Plan.												10-Q						000-24821						7/19/2012
10.10+						Form of Restricted Stock Unit Award Agreement (with Modified Vesting) under Registrant’s Equity Incentive Award Plan.												10-Q						000-24821						7/19/2012
10.11+						Form of Stock Option Agreement under Registrant’s Equity Incentive Award Plan.												10-Q						000-24821						7/19/2012
10.12+						Form of Stock Option Agreement (with Modified Vesting) under Registrant’s Equity Incentive Award Plan.												10-Q						000-24821						7/19/2012
10.13+						Form of Director Deferred Stock Unit Award Agreement under Registrant’s Equity Incentive Award Plan.												10-Q						000-24821						7/19/2012
10.14+						Amended and Restated eBay Incentive Plan.												10-K						001-37713						2/4/2020
10.15+						eBay Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2022.												10-K						001-37713						2/24/2022
10.16+						eBay Inc. Employee Stock Purchase Plan.												DEF 14A						001-37713						4/21/2022
10.17+						Form of New Director Award Agreement under Registrant’s Equity Incentive Award Plan.												10-Q						000-24821						4/19/2013
10.18+						Form of Director Annual Award Agreement under Registrant’s Equity Incentive Award Plan.												10-Q						000-24821						4/19/2013
10.19+						Form of Electing Director Quarterly Award Agreement under Registrant’s Equity Incentive Award Plan.												10-Q						000-24821						4/19/2013
10.20+						Form of Global Stock Option Agreement under Registrant’s Equity Incentive Award Plan.												10-Q						000-24821						7/18/2014

No.						Exhibit Description						Filed or Furnished with this 10-K						Incorporated by Reference
									Form						File No.						Date Filed
10.21+						Form of Global Restricted Stock Unit Agreement (and Performance-Based Restricted Stock Unit Agreement) under Registrant’s Equity Incentive Award Plan.												10-Q						000-24821						7/18/2014
10.22+						Form of Performance Based Restricted Stock Unit Award Agreement under Registrant’s Equity Incentive Award Plan.												10-Q						001-37713						4/27/2016
10.23+						Form of Stock Payment Award Agreement under Registrant’s Equity Incentive Award Plan.												10-Q						001-37713						7/21/2016
10.24+						Form of Director Restricted Stock Unit Award Agreement under Registrant’s Equity Incentive Award Plan.												10-Q						001-37713						7/21/2016
10.25+						Form of Performance Based Restricted Stock Unit Award Grant Notice and Performance Based Restricted Stock Unit Award Agreement under Registrant’s Equity Incentive Award Plan.												10-K						001-37713						1/30/2019
10.26+						Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under Registrant’s Equity Incentive Award Plan.												10-K						001-37713						1/30/2019
10.27+						Notice Regarding Payment of Dividend Equivalents on Restricted Stock Units and Performance-Based Restricted Stock Units under Registrant’s Equity Incentive Award Plan.												10-K						001-37713						1/30/2019
10.28						Tax Matters Agreement, dated as of July 17, 2015, by and between Registrant and PayPal Holdings, Inc.												8-K						000-24821						7/20/2015
10.29+						Offer Letter dated April 2, 2015 between Registrant and Marie Oh Huber.												10-Q						001-37713						4/27/2016
10.30						Credit Agreement, dated as of January 25, 2024, by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.												8-K						001-37713						1/25/2024
10.31+						Letter Agreement between Jamie Iannone and eBay Inc., dated April 12, 2020.												10-Q						001-37713						7/29/2020
10.32+						Amended and Restated eBay Inc. SVP and Above Standard Severance Plan, effective April 11, 2020.												10-Q						001-37713						7/29/2020
10.33+						Amended and Restated eBay Inc. Change in Control Severance Plan, effective April 11, 2020.												10-Q						001-37713						7/29/2020
10.34+						Offer Letter dated May 7, 2021 between Registrant and Stephen Priest												10-Q						001-37713						8/12/2021
10.35+						Form of Performance Based Restricted Stock Unit Award Grant Notice and Performance Based Restricted Stock Unit Award Agreement (with TSR Modifier) under Registrant’s Equity Incentive Award Plan.												10-Q						001-37713						5/5/2022
10.36+						Form of Stock Option Agreement (with Performance Vesting) under Registrant’s Equity Incentive Award Plan.												10-Q						001-37713						5/5/2022
10.37+						Offer Letter dated January 4, 2021, as amended August 5, 2022, between Registrant and Cornelius Boone.												10-Q						001-37713						11/3/2022
10.38+						Offer Letter dated April 6, 2022 between Registrant and Eddie Garcia.												10-Q						001-37713						4/27/2023
10.39+						Offer Letter dated November 16, 2020, as amended August 5, 2022 and November 10, 2023, between Registrant and Julie Loeger.						X
21.01						List of Subsidiaries.						X
23.01						PricewaterhouseCoopers LLP consent.						X
24.01						Power of Attorney (see signature page).						X

No.						Exhibit Description						Filed or Furnished with this 10-K						Incorporated by Reference
									Form						File No.						Date Filed
31.01						Certification of Registrant’s Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.						X
31.02						Certification of Registrant’s Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.						X
32.01						Certification of Registrant’s Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.						X
32.02						Certification of Registrant’s Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.						X
97.01						Registrant’s Incentive-Based Compensation Recovery Policy						X
101						The following materials from the Annual Report on Form 10-K of eBay Inc. for the year ended December 31, 2023, were formatted in Inline XBRL (Extensible Business Reporting Language): (i) eBay Inc. Consolidated Balance Sheets, (ii) eBay Inc. Consolidated Statements of Income, (iii) eBay Inc. Consolidated Statements of Comprehensive Income, (iv) eBay Inc. Consolidated Statements of Stockholders’ Equity and (v) eBay Inc. Consolidated Statements of Cash Flows. The instance document does not appear in the Interactive Data File because its XBRL tags are imbedded within the Inline XBRL document.						X
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).						X

• Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

+ Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 28, 2024.

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

POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 28, 2024.

Principal Executive Officer and Director:									Principal Financial Officer:
By:			/s/ Jamie Iannone						By:			/s/ Steve Priest
			Jamie Iannone									Steve Priest
			Chief Executive Officer									Chief Financial Officer
									Principal Accounting Officer:
									By:			/s/ Rebecca Spencer
												Rebecca Spencer
												Vice President, Chief Accounting Officer

Additional Directors

By:			/s/ Paul S. Pressler						By:			/s/ Adriane M. Brown
			Paul S. Pressler									Adriane M. Brown
			Chair of the Board and Director									Director
By:			/s/ Aparna Chennapragada						By:			/s/ Logan D. Green
			Aparna Chennapragada									Logan D. Green
			Director									Director
By:			/s/ E. Carol Hayles						By:			/s/ Shripriya Mahesh
			E. Carol Hayles									Shripriya Mahesh
			Director									Director
By:			/s/ Zane Rowe						By:			/s/ Mohak Shroff
			Zane Rowe									Mohak Shroff
			Director									Director
By:			/s/ Perry M. Traquina
			Perry M. Traquina
			Director