eBay (EBAY) 10-K risk factor changes: FY2024 vs FY2023

Risk Factors [removed: Summary:][added: Summary]

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

- Failure to deal effectively with fraudulent activities on our [added: Marketplace] platforms would increase our loss rate and harm our [removed: business,] [added: business] and could severely diminish merchant and consumer confidence in and use of our services.

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

[added: Failure to comply] with the terms of our indebtedness could result in the acceleration of our indebtedness, which could have an adverse effect on our cash flow and liquidity.

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

Risk [removed: Factors:][added: Factors]

- changes in consumer [added: confidence and] discretionary spending trends, including shifts in interests away from any of our major categories;

It is difficult for us to forecast the level or source of our revenues or earnings (loss) accurately, particularly given that substantially [removed: all of our net revenues each quarter come from transactions involving sales during that quarter.]

Our buyers [added: have at times had, and] may in the future [removed: have] [added: have,] less capacity for discretionary purchases and may reduce their purchases from our sellers as a result of various factors, including job losses, inflation [removed: (such as recent] [added: or] inflationary [removed: pressure),] [added: pressure,] higher taxes, reduced access to credit, changes in federal economic policy, public health issues such as a pandemic, [removed: recent] global economic uncertainty, [added: foreign exchange rate volatility,] lower consumer confidence and demand for discretionary goods, [added: elevated interest rates, changes in international tariff] and [added: trade policies, and] geopolitical events such as [removed: recent international trade disputes and] the ongoing wars in Ukraine and in [removed: Israel and Gaza, including] the [removed: related disruptions to international shipping in the Red Sea.][added: Middle East.]

We currently and potentially compete with a wide variety of online and offline companies providing [added: similar] goods and services to consumers and merchants, [removed: a number] [added: some] of which [removed: have significant resources, large] [added: are well-established brands with greater resources and larger] user communities [removed: and well-established brands.][added: than our own.]

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

Consumers who purchase or sell goods and services through us have [removed: more] [added: many] and [removed: more] [added: increasing] alternatives, and merchants have more channels to reach consumers.

The barriers to entry into these channels can be low, and businesses can easily launch online sites or mobile platforms and applications at nominal cost by using commercially available software or partnering with any of a number of successful ecommerce, search, advertising or social [added: media] companies.

As we respond to changes in the competitive environment, we [removed: may, from time] [added: have made, and expect in the future] to [removed: time,] make pricing, service, policy or marketing decisions or acquisitions that [added: may be controversial with and lead to dissatisfaction among sellers or buyers.]

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

If we are unable to change our products, offerings and services in ways that reflect the changing demands of ecommerce and mobile commerce marketplaces, including if [removed: sellers on] our [removed: platforms] [added: sellers] are unable to source items or we are unable to provide [removed: higher] service levels (some of which depend on services provided by sellers on our platforms) in line with consumer expectations, [removed: or if] we [removed: are unable to] [added: may not] compete effectively with and adapt to changes in larger platform businesses, [added: and] our business and reputation [removed: will] [added: could] suffer.

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

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

Some of our competitors control [removed: other] products and services that are important to our success, including payment processing, Internet search, [added: social media, Gen AI features powered by large language models,] shipping and delivery [removed: resources,] [added: resources] and mobile operating systems.

If we are unable to use or adapt to operational changes in such services, we may face higher costs for such services, face integration or technological barriers or lose customers, which could [removed: cause] [added: harm] our [removed: business to suffer.][added: business.]

Consumers [removed: who might use our sites to] [added: that] buy goods [added: on our platforms] have a wide variety of [removed: alternatives,] [added: alternatives that compete against us regardless of their size or resources,] including traditional department, warehouse, boutique, discount and general merchandise stores (as well as the online and mobile operations of these traditional retailers), online retailers and their related mobile offerings, [added: direct-to-consumer offerings by makers of goods,] online [removed: and offline] aggregation and classified services, social media platforms and other shopping channels, such as offline and online home shopping networks.

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

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

In certain markets, our fixed-price listing and traditional auction-style listing formats [removed: increasingly] are [added: increasingly] being challenged by other formats, such as [removed: classifieds.][added: social commerce and business models, such as free-to-sell marketplaces.]

[removed: Consumers] [added: These consumers] may choose to search for products and services with a horizontal search engine or shopping comparison website, and such sites may also send users to other shopping destinations.

In addition, sellers are increasingly utilizing multiple sales channels, including [removed: the acquisition of new customers by paying for] search-related advertisements on horizontal search engine sites, such as Google, [removed: Naver and Baidu.][added: to attract new customers.]

Consumers and merchants [removed: who might use our sites to] [added: that] sell goods [added: on our platforms] also have many alternatives, including general ecommerce [removed: sites,] [added: marketplaces,] such as [removed: Amazon, Alibaba,] [added: Amazon] and [removed: Zalando,] [added: Alibaba,] and more specialized [removed: sites, such as Etsy.][added: marketplaces that focus on discrete categories of products.]

Sellers may also choose to sell their goods through [removed: other] [added: alternative] channels, such as multi-channel services like Shopify or [removed: classifieds] [added: social media] platforms.

Consumers and merchants also can create and sell through their own [removed: sites,] [added: sites] and may choose to purchase online advertising instead of using our services.

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

Manufacturers may attempt to use contractual obligations or existing or future government [removed: regulation] [added: regulations] to prohibit or limit ecommerce in certain categories of goods or services.

Because we generate approximately half of our [added: net] revenues outside the United States but report our financial results in U.S. dollars, our financial results are impacted by fluctuations in foreign currency exchange rates, or foreign exchange rates.

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

- economic and trade sanctions, trade barriers [added: or other restrictions on foreign trade] and changes in trade [removed: regulations;][added: regulations and restrictions, including between the United States and other countries;]

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

- import or export regulations, including the complexities of seller compliance with “de minimis [removed: thresholds”] [added: thresholds,” trade policies] and [added: tariffs in any of the countries where we operate or our users exist, customs and] other parallel regulations across the broad range of categories and products offered on our platforms;

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

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

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

- Cyberattacks and data security breaches and incidents could significantly damage our reputation, reduce our revenues, increase our costs, result in litigation and regulatory penalties, and otherwise harm our business.

- We are subject to laws and regulations that are not primarily intended for online commerce, and interpretations of these laws and regulations could harm our business.

Business, Economic, Market and Operating Risks

all of our net revenues each quarter come from transactions involving sales during that quarter.

Any increase in seller or buyer dissatisfaction could negatively impact our revenue generation model, our costs or our business operations, any of which could reduce activity on our platform and harm our reputation and profitability.

In addition to generalist retailers, consumers may also use a large number of online and offline channels that are focused on one or more of the categories of products offered on our sites.

Our competitors may partner with one another and create product offerings or implement advertising or marketing strategies that may be more compelling to customers than our standalone experience.

We expect Gen AI to have a significant impact on the future of ecommerce, as AI technologies become increasingly important for consumers buying and selling goods online.

If we are unable to identify popular Gen AI providers and AI technologies, or if we fail to utilize those technologies or develop our own technologies, our business may be harmed.

For example, consumers may increasingly search for products using chatbots, virtual assistants or other Gen AI technologies powered by large language models instead of using traditional search engines.

If current and future AI technologies do not send referrals to eBay at the rate of traditional search engines for any reason, the amount of buyer and seller traffic using our platforms could decrease, which could negatively impact on our business and results of operations.

Any of these alternatives or specialists may be able to more quickly and efficiently deliver attractive consumer experiences, which could drive consumers away from our Marketplace platforms and harm our business.

Although eBay has global reach, there are ecommerce businesses in many locations that have larger local customer bases or greater brand recognition than we do in those locations and markets.

Regardless of their size or brand recognition, local competitors may have a better understanding of local culture and commerce and be better positioned to quickly and effectively deliver the experiences that these local consumers want, which could drive down consumer traffic to our Marketplace platforms and harm our business.

Our business is designed to appeal broadly to a diverse global community of buyers and sellers.

In recent years, our growth strategy has increasingly emphasized certain specialized categories that we call Focus Categories.

Examples of these Focus Categories include motor parts and accessories, collectibles, refurbished goods, and authenticated luxury items.

However, buyers and sellers in our Focus Categories often have unique product and service needs.

We devote substantial time and resources to ensuring that we provide the platform experiences that our focus category consumers and consumers broadly want.

In doing so, we compete with smaller, specialized ecommerce sites that cater to the buyers and sellers in these product categories.

Because of the size and complexity of our Marketplace platforms, we may fail to address the unique needs of focus category buyers and sellers as quickly and efficiently as specialist competitors.

If we fail to timely deliver the product features desired in our focus and other categories, we may lose customers to the specialist competitors that serve these categories, which could reduce our consumer base and harm our business and operating results.

While we believe we compete effectively across these factors, our competitors, including any of the businesses, channels and buying and selling alternatives discussed above, may be more successful across these factors either globally or in important local markets, which could reduce the number of buyers and sellers on our Marketplace platforms, and materially adversely affect our results of operations and business.

- supply chain challenges, including fluctuations in shipping costs, limitations on shipping and receiving capacity, and other supply chain disruptions;

The United States government (including the Department of Treasury’s Office of Foreign Assets Control and the Department of Commerce’s Bureau of Industry and Security) and other jurisdictions and international bodies have imposed sanctions and export controls that prohibit us and our customers from engaging in trade or financial transactions with certain countries, businesses, organizations and individuals.

In addition to the aforementioned adverse effects, these restrictions could also require us to divest certain of our businesses and assets and restrict our ability to operate in certain jurisdictions.

Export control and economic sanctions laws and regulations are complex and likely subject to frequent changes, and the interpretation and enforcement of the relevant regulations involve substantial uncertainties, which may be driven by political and/or other factors that are out of our control or heightened by national security concerns.

Several countries are considering or have implemented tariffs or other trade barriers or restrictions, as well as other measures impacting cross-border commerce, which could negatively affect our business and our users.

The United States has implemented tariffs on certain foreign goods and may implement additional tariffs in the future.

For example, in February 2025, the U.S. administration issued three Executive Orders imposing tariffs of 25% on goods imported from Canada and Mexico and an additional 10% on goods imported from China (including Hong Kong).

The tariffs on imports from China took effect on February 4, 2025, while the tariffs on imports from Canada and Mexico were suspended until March 4, 2025.

Such tariffs would eliminate the “de minimis” exemption from customs duties and taxes for imported goods falling below a threshold value.

The elimination of the “de minimis” rule is paused pending the implementation of a system to collect tariffs on such imports.

Such actions could give rise to an escalation of trade measures by the United States and impacted countries.

For example, after the tariffs on goods imported from China went into effect, China announced retaliatory tariffs on certain goods imported from the United States.

In addition, in February 2025, the U.S. administration announced plans to levy reciprocal tariffs against countries taxing U.S. imports.

Developments with regard to the timing and manner in which tariffs will be implemented, the amount, scope and nature of tariffs, the countries subject to new or additional tariffs imposed by the United States, and tariffs imposed by other countries on goods imported from the United States are rapidly evolving and may change unexpectedly at any time.

Trade policy developments in the countries in which our buyers and sellers operate or procure their items, could significantly impact the cost of items sold internationally on our Marketplace platforms, limit our ability and the ability of our sellers to offer and deliver products on a timely or cost-effective basis, or otherwise adversely impact our consumers’ ability to sell products on our platforms.

Further, adapting to new and changed trade restrictions can be expensive, time-consuming and very disruptive to our buyers and sellers.

For example, tariffs generally apply based on the manufacturing location, rather than the selling location, of goods.

- Our business is subject to online security risks, including security breaches and cyberattacks.

- Other laws and regulations could harm our business.

Failure to comply

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

- We could incur significant liability if the Distribution of PayPal is determined to be a taxable transaction.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

may be controversial with and lead to dissatisfaction among sellers or buyers, which could reduce activity on our platform and harm our reputation and profitability.

In the United States, these include, but are not limited to, Amazon, Facebook, Instagram, Google, TikTok, Walmart, Target, Best Buy, Macy’s, Etsy, Shopify, Wayfair, Temu, Shein, and Rakuten, among others.

In addition, consumers have a large number of online and offline channels focused on one or more of the categories of products offered on our sites, including but not limited to, Vinted, StockX, TheRealReal, Back Market, Chrono24, Fanatics, Farfetch, RockAuto, and GOAT Group, among others.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

Our international sites also compete for sellers with general and specialized ecommerce sites.

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

We may be unable to compete successfully against current and future competitors.

Some current and potential competitors have longer operating histories, larger customer bases and greater brand recognition in other business and Internet sectors than we do.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

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

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

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

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

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

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

In addition, our ability to adopt new services and develop new technologies may be inhibited by industry-wide standards, new laws and regulations, resistance to change from our users, clients or merchants, or third parties’ intellectual property rights.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

We are a defendant in various patent suits and have been notified of several other potential patent disputes.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

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

*Our business is subject to online security risks, including security breaches and cyberattacks.*

Our businesses involve the storage and transmission of users’ personal data, including financial information.

An increasing number of websites, including those owned by several other large Internet and offline companies, have disclosed breaches of their security, some of which have involved sophisticated and highly targeted attacks on portions of their websites or infrastructure.

Any security breach at a company providing services to us or our users could have similar effects.

We may also need to expend significant additional resources to protect against security breaches or to redress problems caused by breaches.

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

Additionally, while we maintain insurance policies to protect against potential losses caused by security breaches, these policies may not be adequate to reimburse us for such losses, and we may not be able to fully collect, if at all, under these policies.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

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

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

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

We have implemented policies and procedures designed to ensure compliance with

*You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with [added: Part I “Forward Looking Statements,” Part I, Item 1 “Business,” Part I, Item 1A “Risk Factors,” and] the consolidated financial statements and the related notes included in this report.

This section of this [added: Annual Report on] Form 10-K generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] are not included in this [added: Annual Report on] Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022.*][added: 2023.*]

Our Marketplace platforms, including our online marketplace located at www.ebay.com and its localized counterparts, our off-platform [removed: businesses in Japan and the United States,] [added: marketplaces] 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.

[removed: Throughout most] [added: The culmination] of [removed: 2023, we experienced reduced traffic] [added: these effects, combined with consumers looking for value, offset pressure] in [removed: most] [added: discretionary spending across our three largest] markets [added: primarily] resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates and lower consumer confidence.

[removed: Presentation][added: FX-Neutral Presentation]

Net revenues increased [removed: 3%] [added: 2%] to [removed: $10.1] [added: $10.3] billion [removed: during 2023] compared to [removed: $9.8] [added: $10.1] billion in [removed: 2022.][added: 2023.]

FX-Neutral net revenues (as defined above) [added: also] increased [removed: 4%] [added: 2%] compared to [removed: 2022.][added: 2023.]

We generated cash flow from continuing operating activities of $2.4 billion in [removed: 2023 compared to $2.6 billion in 2022.][added: both 2024 and 2023.]

We [removed: recorded $1.8 billion] [added: recognized $76 million] of aggregate [removed: gains] [added: losses] on equity investments and warrant in our consolidated statement of income [removed: during 2023] compared to [removed: $3.8] [added: $1.8] billion of aggregate [removed: losses recorded] [added: gains recognized] during [removed: 2022.][added: 2023.]

[removed: In 2023, we] [added: We] repurchased [removed: $1.4] [added: $3.1] billion of common stock and paid [removed: $528] [added: $533] million in cash dividends.

In 2023, we repaid [removed: debt of] [added: the] $1.2 billion [removed: consisting] [added: aggregate principal amount] of [removed: the] [added: our] floating rate and 2.750% senior notes [removed: due 2023.][added: on the date of maturity.]

In [removed: February 2024,] [added: the first and fourth quarter,] our Board authorized an [removed: additional] [added: incremental] $2.0 billion [added: and $3.0 billion, respectively, under our] stock repurchase [removed: program] [added: program,] with no expiration from the date of authorization.

In February [removed: 2024, we] [added: 2025, our Board] declared a cash dividend [removed: for the first quarter] of [removed: 2024 of $0.27] [added: $0.29] per share of common stock to be paid on March [removed: 25, 2024] [added: 28, 2025] to stockholders of record as of March [removed: 11, 2024.][added: 14, 2025.]

We have one reportable [removed: segment to reflect] [added: segment, which reflects how] the [removed: way management and our] chief operating decision maker [removed: (“CODM”) review] [added: (“CODM”), President] and [removed: assess] [added: Chief Executive Officer, reviews and assesses] performance of the business.

[removed: Our] [added: This] reportable segment [removed: is Marketplace, which] includes our online marketplace located at [removed: www.ebay.com,] [added: www.ebay.com and] its localized [removed: counterparts] [added: counterparts, our off-platform marketplaces] and [removed: the eBay] [added: our] suite of mobile apps.

The accounting policies of [removed: our] [added: this] segment are the same as those described in “Note 1 — The Company and Summary of Significant Accounting Policies” in our consolidated financial statements included elsewhere in this report.

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

| Net revenues | | | $ | [removed: 10,112] [added: 10,283] | | | | | [removed: 3] [added: 2] | | % | | | | $ | [removed: 9,795] [added: 10,112] | | | | | [removed: (6)] [added: 3] | | % | | | | $ | [removed: 10,420] [added: 9,795] | |

We expect [removed: transaction activity patterns] [added: volume] on our [added: Marketplace] platforms to trend with general consumer buying [removed: patterns and expect that these trends will continue.][added: patterns.]

| *% change from prior quarter* | | | [removed: *6*] [added: *—*] | | *%* | | | | *1* | | *%* | | | | [removed: *(6)*] [added: *—*] | | *%* | | | | [removed: *4*] [added: *—*] | | *%* |

Revenues are attributed to [removed: U.S.] [added: the United States] and international geographies primarily based upon the country in which the [removed: seller, platform that displays advertising, other service provider or customer, as the case may be,] [added: customer] is located.

| | | | [removed: 2023] [added: 2024] | | | | | | % Change | | | | | | [removed: 2022] [added: 2023] | | | | | | % Change | | | | | | [removed: 2021] [added: 2022] | | |

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

| International | | | [removed: 5,039] [added: 5,045] | | | | | | [removed: 2] [added: —] | | % | | | | [removed: 4,953] [added: 5,039] | | | | | | [removed: (8)] [added: 2] | | % | | | | [removed: 5,372] [added: 4,953] | | |

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

| [removed: Total net] [added: Net] revenues (1)(2) | | | $ | [removed: 10,112] [added: 10,283] | | | | | [removed: 3] [added: 2] | | % | | | | $ | [removed: 9,795] [added: 10,112] | | | | | [removed: (6)] [added: 3] | | % | | | | $ | [removed: 10,420] [added: 9,795] | |

(1)Net revenues [removed: were net] [added: included $54 million] of [added: hedging losses during 2024 compared to] $56 million and $140 million of hedging gains [removed: and $65 million of hedging losses] during [removed: the years ended December 31, 2023, 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

(2)Foreign currency movements relative to the U.S. dollar had a favorable impact of [removed: $52 million, an unfavorable] [added: $2 million during 2024 compared to a favorable] impact of [removed: $320] [added: $52] million and [removed: a favorable] [added: an unfavorable] impact of [removed: $188] [added: $320] million during [removed: the years ended December 31, 2023, 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The effect of foreign currency exchange rate movements [removed: in 2023] [added: during 2024] compared to [removed: 2022] [added: 2023] was primarily attributable to the weakening of the U.S. dollar against the [removed: British pound] [added: euro] and other major currencies.

Our [removed: commerce] [added: Marketplace] platforms operate globally, resulting in certain revenues that are denominated in foreign currencies, primarily the British pound and euro.

Year-over-year appreciation or depreciation of the U.S. dollar may have a material impact to our financial [removed: results, and] [added: results;] we have [removed: seen] [added: experienced] and [removed: could] [added: may] continue to [removed: see] [added: experience] elevated foreign currency volatility in the future.

Through our hedging programs, we actively monitor foreign currency volatility and attempt to mitigate significant [removed: risk.][added: movements.]

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

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

[removed: Despite GMV’s divergence from revenue, we still] [added: We] believe that GMV provides a useful measure of the overall volume of paid transactions that flow through our [added: Marketplace] platforms in a given period.

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

We believe that take rate provides a useful measure of our ability to monetize volume through [removed: marketplace] services on our [added: Marketplace] platforms in a given period.

We use take rate to identify key revenue [removed: drivers on our marketplace.][added: drivers.]

The following table presents [removed: net revenues, GMV] [added: interest expense] and [removed: take rate] [added: interest income and other, net] for the periods indicated (in millions, except percentages):

Gross Merchandise Volume (“GMV”) grew during 2024 as we executed on our strategy, including across Focus Categories, country-specific investments, and horizontal initiatives.

Improvement was driven by cross-category shopping, horizontal innovation, country-specific initiatives and growth in recommerce.

In addition to presenting net revenues in accordance with U.S. generally accepted accounting principles (“GAAP”), we also present foreign exchange neutral (“FX-Neutral”) net revenues to supplement our results of operations presented in accordance with GAAP and to enhance investors’ understanding of our global business performance by excluding the positive or negative year-over-year impact of foreign currency movements on reported net revenues.

FX-Neutral net revenues are non-GAAP financial measures that are not based on any comprehensive set of accounting rules or principles and may be calculated differently than other “FX-Neutral,” “constant currency,” or similarly titled measures used by other companies.

Operating margin increased to 22.5% compared to 19.2% in 2023.

In the third quarter, we repaid $750 million aggregate principal amount of our previously outstanding 3.450% senior notes on the date of maturity.

In the second quarter, we completed the previously announced sale of Adevinta ASA (“Adevinta”) shares in exchange for $2.4 billion in cash and shares of the new entity, Aurelia Netherlands TopCo B.V. (“Aurelia”) representing approximately 18.3% ownership.

We recognized an unrealized loss of $234 million and a realized gain of $78 million.

Concurrently, we granted Aurelia UK Feederco Limited, the buyer, a six-month option to purchase Aurelia shares.

In the fourth quarter, the option was exercised upon which we sold additional shares in Aurelia in exchange for $1.0 billion in cash and recognized an $11 million loss.

The fair value of the investment was $867 million as of December 31, 2024, representing approximately 8.3% of the outstanding equity of Aurelia.

In the fourth quarter, we met the processing volume milestone required to vest in the second tranche of our warrant to purchase shares of Adyen N.V. (“Adyen”).

Upon vesting, we exercised the option to purchase shares of Adyen valued at $630 million in exchange for $108 million in cash.

We subsequently sold our shares for $573 million and recognized a realized loss of $57 million.

In the fourth quarter, we sold our remaining stake in Gmarket Global LLC (“Gmarket”) valued at $323 million in exchange for $322 million in cash, net of transaction costs, and recognized a realized loss of $1 million and an unrealized loss of $12 million related to the change in fair value of the investment.

In January 2025, we repaid the $450 million aggregate principal amount of the previously outstanding commercial paper notes on the date of maturity.

We generate revenues from the following activities:

Marketplace revenues primarily consist of commissions related to the connection service including final value fees, listing fees, feature fees, and foreign exchange fees.

Marketplace revenues also include store subscription fees, shipping fees, and certain other fees.

Marketplace revenues are reduced by customer incentive programs, including discounts, coupons, and rewards.

Advertising revenues primarily consist of fees charged to sellers to promote their listings on our Marketplace platforms, as well as third-party advertising fees.

| Marketplace revenues | | | $ | 8,648 | | | | | — | | % | | | | $ | 8,669 | | | | | — | | % | | | | $ | 8,644 | |

| Advertising revenues | | | 1,635 | | | | | | 13 | | % | | | | 1,443 | | | | | | 25 | | % | | | | 1,151 | | |

Seasonal trends in net revenues have been influenced by macroeconomic conditions, foreign exchange rate fluctuations, as well as the introduction and scaling of new products and initiatives by us and our competitors.

| 2024 | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | $ | 2,556 | | | | | $ | 2,572 | | | | | $ | 2,576 | | | | | $ | 2,579 | |

| United States | | | $ | 5,238 | | | | | 3 | | % | | | | $ | 5,073 | | | | | 5 | | % | | | | $ | 4,842 | |

The following table presents net revenues and our key operating metrics of GMV and take rate for the periods indicated.

| | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | % Change | | | | | | | | |

| GMV | | | $ | 74,667 | | | | | $ | 430 | | | | | $ | 74,237 | | | | | $ | 73,206 | | | | | 2 | | % | | | | 1 | | % |

| Take rate | | | 13.77 | | % | | | | | | | | | | | | | | | | 13.81 | | % | | | | (0.04) | | % | | | | | | |

In 2024, the increase in net revenues was primarily due to higher GMV, the expansion of promoted listings products, the ramp of eBay International Shipping and additional financial services offered to buyers and sellers within our payments system, partially offset by a decline in our take rate driven by fluctuations in foreign currency exchange rates and changes to our fee structure in certain markets.

GMV grew during 2024 as we executed on our strategy, including across Focus Categories, country-specific investments, and horizontal initiatives.

Traffic improvement was driven by cross-category shopping, horizontal innovation, country-specific initiatives and growth in recommerce.

Focus Categories GMV grew in aggregate, faster than the remainder of our marketplace.

This volume growth was primarily driven by Parts & Accessories (“P&A”), Refurbished, Collectibles, and Luxury goods.

Traffic and conversion improved in the U.S., which led to a narrower gap to U.S. ecommerce market growth.

Collectibles was a key contributor to U.S. growth, including Trading Cards, where traffic and conversion have improved, driven by strategic investments and partnerships.

In the United Kingdom and Germany, we continued to experience challenging macroeconomic conditions and lower consumer confidence, with offsetting growth in P&A and consumer-to-consumer volume.

Cross-border trade was a key driver of International GMV growth, led by exports from Greater China and Japan into our major markets.

These factors negatively impacted discretionary consumer spending, are uncertain in duration and we expect them to continue into 2024.

In addition to the corresponding measures under generally accepted accounting principles (“GAAP”), management uses non-GAAP measures in reviewing our financial results.

The foreign exchange neutral (“FX-Neutral”), or constant currency, net revenue amounts discussed below are non-GAAP financial measures and are not in accordance with, or an alternative to, measures prepared in accordance with GAAP.

Accordingly, the FX-Neutral information appearing in the following discussion of our results of operations should be read in conjunction with the information provided below in “*Non-GAAP Measures of Financial Performance*,” which includes reconciliations of FX-Neutral financial measures to the most directly comparable GAAP measures.

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

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

Operating margin decreased to 19.2% in 2023 compared to 24.0% in 2022.

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

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

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

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

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

Our net revenues also include revenues from the sale of advertisements, revenue sharing arrangements and shipping fees.

Our net revenues are reduced by incentives, including discounts, coupons and rewards, provided to our customers.

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

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

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

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

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

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

| 2021 | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | $ | 2,638 | | | | | $ | 2,668 | | | | | $ | 2,501 | | | | | $ | 2,613 | |

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

| U.S. | | | $ | 5,073 | | | | | 5 | | % | | | | 4,842 | | | | | | (4) | | % | | | | $ | 5,048 | |

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2023 | | | | | | 2022 | | | | | | As Reported | | | | | | FX-Neutral | | | | | | 2022 | | | | | | 2021 | | | | | | As Reported | | | | | | FX-Neutral | | |

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

| Supplemental data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| GMV | | | $ | 73,206 | | | | | $ | 73,900 | | | | | (1) | | % | | | | (1) | | % | | | | $ | 73,900 | | | | | $ | 87,365 | | | | | (15) | | % | | | | (11) | | % |

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

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

Net revenues continued to outpace GMV during 2023 primarily due to the benefit of a higher take rate.

While we expect this trend to continue to a lesser extent into 2024, we still believe GMV provides a useful measure of overall volume of paid transactions that flow through the platform in a given period.

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

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

(2)Foreign currency movements relative to the U.S. dollar had a favorable impact of $16 million and $193 million and an unfavorable impact of $82 million on operating expenses during the years ended December 31, 2023, 2022 and 2021, respectively.

Offline advertising primarily includes brand campaigns and buyer/seller communications.

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

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 23%] [added: 35%] of our total cash and investments was held in [removed: cash] [added: “Cash] and cash [removed: equivalents] [added: equivalents”] and [removed: customer accounts.][added: “Customer accounts.” As such, changes in interest rates will impact interest income.]

As of December 31, [removed: 2023,] [added: 2024,] the balance of our corporate debt and government bond securities was [removed: $3.1] [added: $4.8] billion, which represented approximately [removed: 29%] [added: 52%] of our total cash and investments.

A hypothetical 1% (100 basis point) increase in interest rates would have resulted in a decrease in the fair value of our investments of [removed: $20] [added: $49] million and [removed: $22] [added: $20] million as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Further changes in interest rates will impact [removed: interest expense] [added: “Interest expense”] on any borrowings under our revolving credit facility, which bear interest at floating rates, and the interest rate on any commercial paper borrowings we make and any debt securities we may issue in the future and, accordingly, will impact [removed: interest expense.][added: “Interest expense.” For additional details related to our debt, see “Note 10 — Debt” to our consolidated financial statements included in this report.]

For additional details related to our [removed: debt,] [added: investments, please] see “Note [removed: 11] [added: 6] — [removed: Debt”] [added: Investments”] to our consolidated financial statements included in this report.

Our [removed: remaining] equity investments are primarily investments in privately-held companies.

Our consolidated results of operations include, as a component of [removed: gain (loss) on equity investments] [added: “Interest income] and [removed: warrant, net,] [added: other, net,”] our share of the net income or loss of the equity investments accounted for under the equity method of accounting, [removed: or] [added: and as a component of “Gain (loss) on equity investments and warrant, net,”] the change in fair value of the equity method investments accounted for under the fair value option.

[removed: Such] [added: Subsequent] changes in [removed: the basis of the equity investment] [added: fair value] are recognized in [removed: gain] [added: “Gain] (loss) on equity investments and warrant, [removed: net.][added: net.”]

[added: Such changes in the basis of the equity investment are recognized 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 and 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.

As of December 31, [removed: 2023,] [added: 2024,] our equity investments totaled [removed: $5.0] [added: $1.1] billion, which represented approximately [removed: 47%] [added: 12%] of our total cash and investments, and primarily related to our equity investment in Adevinta.

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

Our [removed: commerce] [added: Marketplace] platforms operate globally, resulting in certain revenues and costs that are denominated in foreign currencies, primarily the British pound and euro, subjecting us to foreign currency risk, which may adversely impact our financial results.

We have a foreign exchange exposure management program designed to identify material foreign currency exposures, manage these exposures and reduce the potential effects of currency fluctuations [removed: on] [added: in] our reported consolidated [added: statement of] cash flows and results of operations through the purchase of foreign currency exchange contracts.

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

The following table illustrates the fair values of outstanding foreign exchange contracts designated as cash flow hedges and foreign exchange contracts not designated for hedge accounting and the before-tax effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed as of December 31, [removed: 2023.][added: 2024.]

| Foreign exchange contracts - Cash flow hedges | | | $ | [removed: 5] [added: 55] | | | | | $ | [removed: (62)] [added: (89)] | |

| Foreign exchange contracts - Not designated for hedge accounting | | | $ | [removed: (6)] [added: 2] | | | | | $ | [removed: (74)] [added: (72)] | |

The foreign currency gains and losses on [removed: the] [added: our] assets and liabilities are [removed: recorded] [added: recognized] in [removed: interest] [added: “Interest income] and other, [removed: net,] [added: net,”] which are offset by the gains and losses on the foreign exchange contracts.

[removed: These] [added: Taking into consideration the offsetting effect of foreign exchange forwards in place, these] changes would have resulted in an immaterial adverse impact on income before income taxes as of December 31, [removed: 2023 taking into consideration the offsetting effect of foreign exchange forwards in place as of December 31, 2023.][added: 2024.]

As such, changes in interest rates will impact interest income.

In 2021, we completed the transfer of our Classifieds business to Adevinta.

Upon completion of the transfer we received an equity interest in Adevinta.

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

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

Subsequent changes in fair value are recognized in gain (loss) on equity investments and warrant, net.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

*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.

As discussed in “Note 8 — Derivative Instruments” to our consolidated financial statements included in this report, in 2021 we met the processing volume milestone target to vest the first tranche of the warrant, and we exercised the option to purchase shares of Adyen.

The remaining tranches of the warrant are accounted for as a derivative instrument under ASC Topic 815, *Derivatives and Hedging*.

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

As of December 31, 2023, a hypothetical one dollar change in the fair value of one share of Adyen’s common stock, holding other factors constant, would have increased or decreased the fair value of the warrant by approximately $0.4 million.

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

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

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

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

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

Our Marketplace platforms, including our online marketplace located at www.ebay.com and its localized counterparts, our off-platform [removed: businesses in Japan and the United States,] [added: marketplaces] 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.

As a global commerce leader and third-party marketplace, our technologies and services are designed to provide buyers choice and a breadth of relevant inventory from around the globe, and to enable sellers’ access to eBay’s [removed: 132] [added: 134] million buyers worldwide.

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

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

We derived a majority of GMV in [removed: 2023] [added: 2024] from the following product categories: parts & accessories, collectibles, fashion, electronics, and home & garden.

Since late 2021, eBay has managed payments for all transactions on our Marketplace platforms, delivering [removed: buyers and sellers a simplified] [added: intuitive] end-to-end [removed: payments experience.][added: payment experiences for our current and next-generation customers.]

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

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

We regularly review and manage our investments to ensure they support eBay’s strategic direction and complement our disciplined approach to value creation, [removed: profitability] [added: profitability,] and capital allocation.

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

We provide a number of features for our sellers and buyers that align with our approach [added: of leveraging technology, including generative AI (“Gen AI”),] to [removed: becoming] [added: enhance] the [removed: partner of choice] [added: marketplace experience] for [removed: sellers and building life-long, trusted buyer relationships.][added: our customers.]

[removed: To become the partner of choice for] [added: For] sellers, we [added: are focused on simplifying their business processes to help drive their sales effectively and efficiently, and we] continuously invest in technology to [removed: deliver] [added: enhance the] quality [added: of] selling experiences and products to [removed: grow] [added: expand] the seller tools ecosystem.

[removed: We also expanded] [added: Additionally, we offer] the eBay International Shipping program for [removed: United States] sellers [added: in the United States,] surfacing millions of listings to buyers across more than 190 [removed: countries] [added: markets] while removing the friction of international shipping and customs formalities.

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

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

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

We also continue to expand our eBay Refurbished offering, a dedicated destination that brings inventory from pre-selected brands and [removed: top rated] [added: top-rated] sellers with standardized condition grading, to meet consumer demand for top products backed by a warranty.

In [removed: 2023, nearly $162] [added: 2024, more than $192] million was raised by buyers and sellers to support charities via eBay for Charity.

During [removed: 2023,] [added: 2024,] the eBay Foundation granted [removed: more than $19] [added: nearly $18] million through strategic grantmaking and our employee gift-matching program, primarily to support historically excluded entrepreneurs.

To date, the eBay Foundation has awarded [removed: more than $120] [added: nearly $140] million to more than 1,800 nonprofits.

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

In [removed: 2023,] [added: 2024,] eBay was ranked in the [removed: U.S.] [added: United States] Environmental Protection Agency’s Green Power Partnership National Top 100 and Top 30 Tech & Telecom for the [removed: fourth] [added: fifth] year.

In [removed: 2023,] [added: 2024,] eBay was also recognized for its commitment to sustainability and responsible business by its inclusion in the Dow Jones [added: Best-in-Class World and North American Indices (formerly known as the Dow Jones Sustainability Indices) for the sixth straight year.]

In [removed: 2023,] [added: 2024,] we generated [removed: $73] [added: $75] billion in GMV, of which [removed: approximately 52] [added: 49] percent was generated outside the United States.

At the end of [removed: 2023,] [added: 2024,] eBay had [removed: 132] [added: 134] million active buyers and [removed: approximately 2.0] [added: 2.3] billion live listings globally.

We compete on the basis of [added: numerous factors, including] price, product selection and services, and [removed: global scale.][added: geographical reach.]

Our business is subject to payments reporting requirements for [removed: U.S.] [added: our] sellers [removed: as a result of federal legislation.][added: in many jurisdictions.]

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

As a result, Form 1099-Ks for the [removed: $600] [added: $5,000] threshold [added: were issued in January 2025 for 2024 transactions and Form 1099-Ks for the $2,500 threshold] will be issued beginning in January [removed: 2025] [added: 2026] for [removed: 2024] [added: 2025] transactions, subject to potential new federal legislation raising the threshold and/or future IRS action.

Tax collection [removed: responsibility] [added: and/or reporting responsibilities] and the additional costs associated with [added: compliance with] complex sales and use tax collection, remittance and audit requirements, [removed: or reporting,] could create additional burdens for buyers and sellers on our [removed: websites and mobile] [added: Marketplace] platforms.

The [removed: EU] [added: E.U.] Digital Services Act (the “DSA”) [removed: will begin to be enforced] [added: took effect] for all online platforms [removed: as of mid-February] [added: in February] 2024.

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

Additionally, [removed: on October 26,] [added: in late] 2023, the United Kingdom’s Online Safety Act (the [removed: “Act”)] [added: “OSA”)] became [added: law, and in 2024 the United Kingdom’s Digital Markets, Competition and Consumers Act (the “DMCCA”) became] law.

The [removed: Act creates] [added: OSA created] requirements around monitoring and handling harmful content and [removed: may require] [added: required] us to expend resources to comply with the new regulations.

[removed: We expect transaction] [added: Transaction] activity patterns on our Marketplace platforms [removed: to mirror general] [added: generally trend in line with] consumer buying patterns.

The eBay Marketplace [removed: uses] [added: platforms use] a combination of proprietary technologies and services as well as technologies and services provided by others.

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

In support of our commitment to innovation and a better customer experience, we have been on a multi-year evolution to modernize our [removed: Marketplace.][added: Marketplace platforms.]

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

For information regarding technology-related risks, see the information in “Item 1A: Risk Factors” under the captions [removed: “Our business is subject to online security risks, including] [added: “Cyberattacks and data] security breaches and [removed: cyberattacks,”] [added: incidents could significantly damage our reputation, reduce our revenues, increase our costs, result in litigation and regulatory penalties, and otherwise harm our business,”] “Systems failures and resulting interruptions in the availability of or degradation in the performance of our websites, applications, products or services could harm our business” and “New laws and increasing levels of regulation in the areas of privacy and protection of user data could harm our business.”

In 2024, eBay enabled $75 billion of Gross Merchandise Volume (“GMV”).

Our customers enjoy significant choice and flexibility in how they pay and get paid on our Marketplace platforms.

Additionally, we are continuing to launch and expand services such as eBay Balance, Express Payouts, and Seller Capital to cater to the needs of our customers and drive greater marketplace engagement.

We currently offer several advertising solutions to our sellers, including: Promoted Listings, Promoted Offsite, and Promoted Stores.

Through these offerings, we aim to provide sellers with data-driven recommendations to improve their conversion and drive velocity.

We are also actively testing and building more technology features to simplify the advertising experience, increase listing visibility, and drive continued business growth.

We expect to continue to evaluate and consider potential strategic transactions as part of our

In 2024, we expanded our new magical listing experience to more sellers in more markets, saving them time and effort as they create their listings.

We also launched a redesigned advertising dashboard across our global markets to enable sellers to have a more cohesive, streamlined view of their advertising reach, spend, and other metrics, giving them more tools to make the best decisions for their businesses.

The dashboard enhances the advertising experience for sellers, providing artificial intelligence (“AI”) driven insights and personalized recommendations to help sellers grow their businesses.

For buyers, we are changing the way they find inventory through discovery, personalization and other innovative experiences.

We are utilizing AI to transform the shopping experience for buyers.

In 2024, we launched Shop the Look, which leverages Gen AI to create shoppable content and fashion recommendations.

We also launched Explore, an AI-powered shopping feed enabling users to browse a nearly unlimited list of personalized recommendations based on their interests, style preferences, and sizes.

We intend to continue to invest in AI and Gen AI to improve the quality of our buying and selling experiences.

Additionally, we have continued to strengthen our buyers’ confidence and trust in our services.

In our parts & accessories category, we offer tools that drive trusted and convenient transactions, including fitment to ensure that buyers can find the right parts to fit their vehicles and select installation services that make maintenance and repairs easier.

In 2024, eBay for Charity partnered with the GLIDE Foundation, the Elton John AIDS Foundation, World Central Kitchen, Six Degrees Org, Deckaid, and Homes for Our Troops, amongst others.

In 2024, eBay sourced 100% of its electricity consumption for eBay-controlled offices and data centers from renewable sources, reaching our 2025 renewable energy goal one year early.

eBay has also set emissions reduction targets, including near- and long-term science-based targets, and a 2045 net-zero target, that have been validated by the Science Based Targets initiative.

We generate net revenues through two activities, Marketplace activities which primarily consist of commissions from the service of connecting buyers and sellers on our secure and trusted Marketplace platforms and Advertising activities, which primarily consist of fees charged to sellers to promote their listings.

The Internal Revenue Service (“IRS”) delayed the enforcement of this rule twice until 2024, when it announced a phase-in threshold of $5,000 for 2024 and $2,500 for 2025.

Outside the United States, we have complied with reporting requirements in the European Union and United Kingdom, among other jurisdictions, and more countries and jurisdictions continue to enact similar requirements.

The DMCCA expands the investigative and enforcement powers of the Competition and Markets Authority, modifies the United Kingdom merger control rules, and creates a new consumer protection regime.

We may expend additional resources to comply with the DMCCA.

For more information regarding the regulations that impact our business and our legal and regulatory risks, see the information in “Item 1A: Risk Factors” under the category “Regulatory and Legal Risks.”

Seasonal trends have been influenced by macroeconomic conditions, foreign exchange rate fluctuations, as well as the introduction and scaling of new products by us and our competitors.

We believe that our employees are important to our overall success.

*Culture and the eBay DNA*

We bring this purpose to life through five core elements that make up the eBay DNA: Empower our Community, Innovate Boldly, Deliver with Impact, Be for Everyone, and Act with Integrity.

Our human capital management programs tend to focus on the two elements described below, but these programs are designed and intended to support each of our five core elements.

At eBay, our core value — “Be for Everyone”— fuels our commitment to diversity, inclusion, and belonging.

We strive to create a workplace where every employee feels valued, empowered, and able to bring their best, most innovative selves to work.

This commitment fosters creativity, strengthens engagement, and cultivates a deep sense

of belonging, which we believe is essential for driving corporate performance, achieving business goals, and delivering shareholder value.

By embracing diverse perspectives and fostering an inclusive culture, we enhance innovation, deepen our understanding of customers, and strengthen the connections that drive our business.

We believe that fostering belonging and reflecting the diversity of our global community helps us attract and retain consumers, expand the breadth of inventory on our Marketplace platforms, and create long-term value for our shareholders.

We also seek to make that care affordable.

Throughout the year, we emphasize the importance of our employees’ well-being and continue to provide mental health training for managers and peers.

In 2024, we introduced Thrive Global, a wellness program to encourage small habit changes that positively impact overall well-being, and launched a global financial well-being education campaign to promote financial literacy and health.

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

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

Through managed payments, we are able to provide a frictionless experience for current and next-generation customers, consistent with today’s retail standards.

We offer buyers more flexibility and choice in how to pay and offer sellers a more streamlined way to run their businesses.

We currently offer several Promoted Listings products, including: Promoted Listings Standard (a cost-per-acquisition product), Promoted Listings Express (a cost-per-acquisition product for auction listings), Promoted Listings Advanced (a cost-per-click product) and External Promoted Listings (an off-platform advertising product).

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

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

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

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

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

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

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

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

We have set a goal to reduce our scope 1 and scope 2 emissions by 90% by 2030 from a 2019 base year and to reduce value chain (scope 3) emissions from downstream transportation and distribution by 20% in the same timeframe, and we believe we are on track to achieve that goal.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

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

In 2023, eBay also scored an A- on the CDP Climate Change questionnaire.

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

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

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

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

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

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

registered or protected.

As of December 31, 2023, we employed approximately 12,300 people globally.

*Culture*

We bring this purpose to life through five core beliefs that eBayers embody in their day-to-day work.

Our Beliefs are:

- Empower our community

- Innovate boldly

- Deliver with impact

*Evolving How We Work*

When eBay reopened its offices around the globe we introduced FlexWork, giving employees the opportunity to work in one of three models: onsite, remote, or hybrid.

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

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

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

For employees who are in the office more often, we have maintained programs, such as back-up in-home child and adult care, to support families and caregivers.

*Diversity, Equity and Inclusion*

Diversity, Equity and Inclusion (“DE&I”) remains a priority for eBay.

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

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

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

For the fiscal year ended December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $23,784,458,062] [added: $26,462,543,018] based on the closing sale price as reported on The Nasdaq Global Select Market.

[removed: 518] [added: 466] million shares of common stock issued and outstanding as of February [removed: 23, 2024.][added: 21, 2025.]

Part III incorporates information by reference from the definitive proxy statement for the registrant’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders.

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

| Item 1. | | | Business | | | [removed: [5](#iaf838227d6ba469498d1fab6d8d2bd6f_13)] [added: [5](#i9890a45b21e5472dbc635cb3d1b72cb0_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [12](#iaf838227d6ba469498d1fab6d8d2bd6f_16)] [added: [11](#i9890a45b21e5472dbc635cb3d1b72cb0_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [33](#iaf838227d6ba469498d1fab6d8d2bd6f_19)] [added: [35](#i9890a45b21e5472dbc635cb3d1b72cb0_19)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [33](#iaf838227d6ba469498d1fab6d8d2bd6f_2202)] [added: [35](#i9890a45b21e5472dbc635cb3d1b72cb0_22)] | | |

| Item 2. | | | Properties | | | [removed: [34](#iaf838227d6ba469498d1fab6d8d2bd6f_22)] [added: [36](#i9890a45b21e5472dbc635cb3d1b72cb0_25)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [34](#iaf838227d6ba469498d1fab6d8d2bd6f_25)] [added: [37](#i9890a45b21e5472dbc635cb3d1b72cb0_28)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [35](#iaf838227d6ba469498d1fab6d8d2bd6f_28)] [added: [37](#i9890a45b21e5472dbc635cb3d1b72cb0_31)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [36](#iaf838227d6ba469498d1fab6d8d2bd6f_34)] [added: [38](#i9890a45b21e5472dbc635cb3d1b72cb0_37)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [37](#iaf838227d6ba469498d1fab6d8d2bd6f_37)] [added: [39](#i9890a45b21e5472dbc635cb3d1b72cb0_40)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [38](#iaf838227d6ba469498d1fab6d8d2bd6f_43)] [added: [40](#i9890a45b21e5472dbc635cb3d1b72cb0_46)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [54](#iaf838227d6ba469498d1fab6d8d2bd6f_70)] [added: [56](#i9890a45b21e5472dbc635cb3d1b72cb0_73)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [57](#iaf838227d6ba469498d1fab6d8d2bd6f_73)] [added: [58](#i9890a45b21e5472dbc635cb3d1b72cb0_76)] | | |

| Item 9. | | | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | | | [removed: [57](#iaf838227d6ba469498d1fab6d8d2bd6f_76)] [added: [58](#i9890a45b21e5472dbc635cb3d1b72cb0_79)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [57](#iaf838227d6ba469498d1fab6d8d2bd6f_79)] [added: [58](#i9890a45b21e5472dbc635cb3d1b72cb0_82)] | | |

| Item 9B. | | | Other Information | | | [removed: [57](#iaf838227d6ba469498d1fab6d8d2bd6f_82)] [added: [59](#i9890a45b21e5472dbc635cb3d1b72cb0_85)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | | | [removed: [57](#iaf838227d6ba469498d1fab6d8d2bd6f_85)] [added: [59](#i9890a45b21e5472dbc635cb3d1b72cb0_91)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [58](#iaf838227d6ba469498d1fab6d8d2bd6f_91)] [added: [60](#i9890a45b21e5472dbc635cb3d1b72cb0_97)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [58](#iaf838227d6ba469498d1fab6d8d2bd6f_94)] [added: [60](#i9890a45b21e5472dbc635cb3d1b72cb0_100)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [58](#iaf838227d6ba469498d1fab6d8d2bd6f_97)] [added: [60](#i9890a45b21e5472dbc635cb3d1b72cb0_103)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [58](#iaf838227d6ba469498d1fab6d8d2bd6f_100)] [added: [60](#i9890a45b21e5472dbc635cb3d1b72cb0_106)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [58](#iaf838227d6ba469498d1fab6d8d2bd6f_103)] [added: [60](#i9890a45b21e5472dbc635cb3d1b72cb0_109)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedule | | | [removed: [59](#iaf838227d6ba469498d1fab6d8d2bd6f_106)] [added: [61](#i9890a45b21e5472dbc635cb3d1b72cb0_112)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [59](#iaf838227d6ba469498d1fab6d8d2bd6f_106)] [added: [61](#i9890a45b21e5472dbc635cb3d1b72cb0_112)] | | |

*This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans or intentions [removed: (such as] [added: (including, but not limited to,] those relating to future business, future results of operations or financial condition, inflationary pressure, foreign exchange rate volatility and geopolitical events, new or planned features or services, or management strategies).

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

*•the impact of inflationary pressure, fluctuations in foreign currency exchange rates, [removed: increasing] [added: elevated] interest [removed: rates and] [added: rates,] geopolitical events such as the ongoing wars in Ukraine and in [removed: Israel and Gaza, including] the [removed: related disruptions to international shipping in the Red Sea;*][added: Middle East, terrorist activities, and public health events;*]

*•the impact of [added: new and] evolving domestic and foreign government laws, regulations, rules and standards that affect us, our business and/or our [removed: industry;*][added: industry, including the impact of potential changes in tariffs or sanctions and escalating trade wars;*]

*•our ability to deal effectively with fraudulent activities on our [added: Marketplace] platforms;*

*•our ability to accomplish or accurately track and report results related to our environmental, [removed: social] [added: sustainability,] and [removed: governance] [added: similar] goals;*

*•the success of our [added: recent and] potential acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments.*

*•our ability to identify, complete and integrate suitable acquisitions and other strategic transactions needed to meet our goals;*

WEBSITE DISCLOSURES

*We use our website (www.ebayinc.com) to announce material non-public information to the public and to comply with our disclosure obligations under Regulation Fair Disclosure (Reg FD).

We also use our website to communicate with the public about our Company, our services and other matters.

Our SEC filings, press releases and recent public conference calls and webcasts can also be found on our website.

The information we post on our website could be deemed to be material information under Reg FD.

We encourage investors and others interested in our Company to review the information we post on our website.

Information contained in or accessible through our website is not a part of this Annual Report on Form 10-K.*

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

For more information regarding the cybersecurity-related risks we face, see the information in “Item 1A: Risk Factors” under the caption [removed: “Our business is subject to online security risks, including] [added: “Cyberattacks and data] security breaches and [removed: cyberattacks.”][added: incidents could significantly damage our reputation, reduce our revenues, increase our costs, result in litigation and regulatory penalties, and otherwise harm our business.”]

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

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

As reflected in [removed: its charter,] [added: their respective charters,] the [removed: Risk] [added: Technology] Committee [added: now] assists the Board in its management of cybersecurity and data management [removed: risks] [added: risks,] and [removed: oversees] [added: the Risk Committee continues to oversee] our ERM function and structure, including governance structure and our guidelines and processes for risk assessment and risk management.

As an element of its ERM oversight activities, the Risk Committee regularly reviews the results of our enterprise risk assessments, [removed: including cybersecurity risk assessments,] [added: while the Technology Committee reviews those relating to cybersecurity,] as well as management's strategies to detect, monitor and manage such risks.

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

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

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

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

In November 2024, the Board formed a Technology Committee (the “Technology Committee”) and assigned it certain oversight responsibilities previously within the remit of the Risk Committee of the Board (the “Risk Committee”), including oversight responsibilities relating to cybersecurity.

Accordingly, practices and responsibilities attributed to the Technology Committee within this “Item 1C: Cybersecurity” were undertaken by the Risk Committee until November 2024.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

The following table presents the aggregate square footage of our owned and leased properties for our continuing operations as of December 31, [removed: 2023] [added: 2024] (in millions):

| Owned facilities | | | [removed: 1.3] [added: 1.1] | | | | | | — | | | | | | [removed: 1.3] [added: 1.1] | | |

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

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

As of February [removed: 23, 2024,] [added: 21, 2025,] there were [removed: approximately 2,967] [added: 2,831] holders of record of our common stock, although we believe that there are a significantly larger number of beneficial owners of our common stock.

We paid a total of [removed: $528] [added: $533] million and [removed: $489] [added: $528] million in cash dividends during the years ended December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively.

In February [removed: 2024, we] [added: 2025, our Board] declared a cash dividend [removed: for the first quarter] of [removed: 2024 of $0.27] [added: $0.29] per share of common stock to be paid on March [removed: 25, 2024] [added: 28, 2025] to stockholders of record as of March [removed: 11, 2024.][added: 14, 2025.]

The graph below shows the cumulative total stockholder return of an investment of $100 (and the reinvestment of any dividends thereafter) on December 31, [removed: 2018] [added: 2019] (the last trading day for the year ended December 31, [removed: 2018)] [added: 2019)] in (i) our common stock, (ii) the Nasdaq Composite Index, (iii) the S&P 500 Index and (iv) the S&P 500 Information Technology Index.

[removed: ][added: ]

Stock repurchase activity during the three months ended December 31, [removed: 2023] [added: 2024] was as follows:

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

(1)Our stock repurchase [removed: programs are] [added: program is] 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 [removed: count.][added: count and return value to stockholders.]

Any share repurchases under our stock repurchase [removed: programs] [added: program] 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.

[removed: These] [added: Our] stock repurchase [removed: programs have] [added: program has] no expiration from the date of authorization.

During the three months ended December 31, [removed: 2023] [added: 2024,] we repurchased [removed: approximately $283] [added: $900] million of our common stock under our stock repurchase [removed: programs.][added: program.]

[removed: Of the additional $4.0 billion stock repurchase program authorized by our Board in February 2022, as] [added: As] of December 31, [removed: 2023] [added: 2024,] a total of [removed: approximately $1.4] [added: $3.3] billion remained available for future repurchases of our common stock.

However, our stock repurchase [removed: programs] [added: program] may be limited or terminated at any time without prior notice.

| October 31, 2024 | | | | | | 3,856,822 | | | | | | $ | 64.82 | | | | | 3,856,822 | | | | | | $ | 948,472,643 | |

| November 30, 2024 | | | | | | 4,580,788 | | | | | | $ | 61.92 | | | | | 4,580,788 | | | | | | $ | 664,819,324 | |

| December 31, 2024 | | | | | | 5,716,433 | | | | | | $ | 64.09 | | | | | 5,716,433 | | | | | | $ | 3,298,472,788 | |

| | | | | | | 14,154,043 | | | | | | | | | | | | 14,154,043 | | | | | | | | |

In February and December 2024, our Board authorized an incremental $2.0 billion and $3.0 billion, respectively, under our stock repurchase program in addition to the $4.0 billion previously authorized in 2022.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

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

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

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

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

In February 2024, our Board authorized an additional $2.0 billion stock repurchase program.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

*Evaluation of disclosure controls and procedures:* Based on the evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) required by Exchange Act Rules 13a-15(b) or 15d-15(b), our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

Based on its evaluation under the framework in *Internal Control - Integrated Framework*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a)1 of this Annual Report on Form 10-K.

On December 12, 2024, Steve Priest, our Chief Financial Officer, adopted a written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”), which is designed to be in effect until December 18, 2025, subject to customary exceptions.

His 10b5-1 Plan provides for the sale from time to time of certain shares of eBay common stock that he could receive upon the future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes.

The number of shares to be withheld, and the number of shares available to be sold pursuant to Mr. Priest’s 10b5-1 Plan, can only be determined upon the occurrence of future vesting events.

For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, and assuming maximum achievement level on the remaining components of certain outstanding performance-based equity awards, the maximum aggregate number of shares to be sold pursuant to Mr. Priest’s 10b5-1 Plan is 182,412.

On December 12, 2024, Eddie Garcia, our Senior Vice President, Chief Product Officer, adopted a 10b5-1 Plan, which is designed to be in effect until February 19, 2026, subject to customary exceptions.

His 10b5-1 Plan calls for potential exercise and sale from time to time of (1) a portion of the shares underlying his options and additional options that he could receive upon future vesting of certain other performance-based option awards, and (2) shares of eBay common stock that he could receive upon the future vesting of certain outstanding equity awards that he could receive upon the future vesting of certain other outstanding equity awards, in each case, net of any shares withheld by us to satisfy applicable taxes and payment of the aggregate exercise price (if applicable).

The number of shares to be withheld, and the number of shares available to be sold pursuant to Mr. Garcia’s 10b5-1 Plan, can only be determined upon the occurrence of future vesting events.

For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events or payment of the aggregate exercise price, and assuming maximum achievement level on the remaining components of certain outstanding performance-based equity awards, the maximum aggregate number of shares to be sold pursuant to Mr. Garcia’s 10b5-1 Plan is 322,534.

Not applicable.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

Incorporated by reference from our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2023.][added: 2024.]

[removed: Code] [added: Insider Trading Policy, Code] of Ethics, Governance Guidelines and Committee Charters

We have [added: also] adopted a *Code of Business Conduct and Ethics* that applies to all [removed: eBay] [added: of our] employees and directors.

We have adopted an *Insider Trading Policy* governing the purchase, sale, and other dispositions of our securities that applies to our directors, officers, employees, consultants, and contractors.

We also follow certain procedures for the repurchase of our securities.

We believe that our *Insider Trading Policy* and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our *Insider Trading Policy* is filed as Exhibit 19.01 to this Annual Report on Form 10-K.

Incorporated by reference from our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2023.][added: 2024.]

Incorporated by reference from our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2023.][added: 2024.]

Incorporated by reference from our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2023.][added: 2024.]

Incorporated by reference from our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2023.][added: 2024.]

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [60](#iaf838227d6ba469498d1fab6d8d2bd6f_112)] [added: [62](#i9890a45b21e5472dbc635cb3d1b72cb0_118)] | | |

| Consolidated Balance Sheet | | | [removed: [62](#iaf838227d6ba469498d1fab6d8d2bd6f_115)] [added: [64](#i9890a45b21e5472dbc635cb3d1b72cb0_121)] | | |

| Consolidated Statement of Income | | | [removed: [63](#iaf838227d6ba469498d1fab6d8d2bd6f_121)] [added: [65](#i9890a45b21e5472dbc635cb3d1b72cb0_124)] | | |

| Consolidated Statement of Comprehensive Income | | | [removed: [64](#iaf838227d6ba469498d1fab6d8d2bd6f_124)] [added: [66](#i9890a45b21e5472dbc635cb3d1b72cb0_127)] | | |

| Consolidated Statement of Stockholders’ Equity | | | [removed: [65](#iaf838227d6ba469498d1fab6d8d2bd6f_127)] [added: [67](#i9890a45b21e5472dbc635cb3d1b72cb0_130)] | | |

| Consolidated Statement of Cash Flows | | | [removed: [66](#iaf838227d6ba469498d1fab6d8d2bd6f_130)] [added: [68](#i9890a45b21e5472dbc635cb3d1b72cb0_133)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [68](#iaf838227d6ba469498d1fab6d8d2bd6f_133)] [added: [70](#i9890a45b21e5472dbc635cb3d1b72cb0_136)] | | |

| Schedule II - Valuation and Qualifying Accounts | | | [removed: [121](#iaf838227d6ba469498d1fab6d8d2bd6f_232)] [added: [114](#i9890a45b21e5472dbc635cb3d1b72cb0_199)] | | |

| The information required by this Item is set forth in the Index to Exhibits that precedes the signature page of this Annual Report. | | | [removed: [122](#iaf838227d6ba469498d1fab6d8d2bd6f_235)] [added: [115](#i9890a45b21e5472dbc635cb3d1b72cb0_202)] | | |

Adevinta was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the fiscal [removed: years] [added: year] ended December 31, 2023 [removed: and December 31, 2021] (though not for the fiscal [removed: year] [added: years] ended December 31, [removed: 2022).][added: 2022 or 2024).]

As such, [added: pursuant to Rule 3-09 of Regulation S-X, separate] financial statements of Adevinta for the fiscal years ended December 31, [removed: 2023, 2022] [added: 2023] and [removed: 2021, respectively,] [added: 2022, as well as for the portion of the fiscal year ended December 31, 2024 in which eBay’s investment in Adevinta was accounted for by eBay pursuant to the equity method,] are required to be filed by amendment to this Annual Report on Form 10-K within six months of Adevinta’s fiscal year end.

Accordingly, [removed: Adevinta’s] financial statements [added: of Adevinta] for [removed: its] [added: a certain period of the] fiscal year ended December 31, [removed: 2023] [added: 2024] will be filed via an amendment to this Annual Report on Form 10-K on or before June 30, [removed: 2024.][added: 2025.]

We have audited the accompanying consolidated balance sheet of eBay Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] appearing under Item 15a.2.

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 1 and [removed: 16] [added: 15] to the consolidated financial statements, significant judgment is required in determining the Company’s tax expense and in evaluating management’s tax positions, including evaluating uncertainties and the complexity of taxes on foreign earnings.

The total income tax expense for the year ended December 31, [removed: 2023] [added: 2024] was [removed: $932] [added: $297] million and gross amounts of unrecognized tax benefits were [removed: $613] [added: $674] million as of December 31, [removed: 2023.][added: 2024.]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [added: 2,433 | | | | | $ |] 1,985 | | | | | $ | 2,154 | |

| Short-term investments | | | [removed: 2,556] [added: 3,457] | | | | | | [removed: 2,625] [added: 2,533] | | |

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

| Customer accounts and funds receivable | | | [removed: 1,013] [added: 962] | | | | | | [removed: 763] [added: 1,013] | | |

| Other current assets | | | [removed: 988] [added: 67] | | | | | | [removed: 1,056] [added: (319)] | | | [added: | | | (33) | | |]

| Total current assets | | | [removed: 11,016] [added: 7,567] | | | | | | [removed: 9,290] [added: 11,016] | | |

| Long-term investments | | | [removed: 1,133] [added: 2,439] | | | | | | [removed: 1,797] [added: 1,129] | | |

| Property and equipment, net | | | [removed: 1,243] [added: 1,263] | | | | | | [removed: 1,238] [added: 1,243] | | |

| Goodwill | | | [added: $ | 4,262 | | | | | $ | 31 | | | | | $ | (26) | | | | | $ |] 4,267 | | | | | [added: $] | [removed: 4,262] [added: 56] | | | [added: | | $ | (54) | | | | | $ | 4,269 | |]

| Operating lease right-of-use assets | | | [removed: 493] [added: 427] | | | | | | [removed: 513] [added: 493] | | |

| Deferred tax assets | | | [removed: 3,089] [added: 2,936] | | | | | | [removed: 3,169] [added: 3,089] | | |

| Other [added: | | | Other] assets | | | [removed: 379] | | | [added: 15] | | | [removed: 581] | | | [added: — | | |]

| Total assets | | | $ | [removed: 21,620] [added: 19,365] | | | | | $ | [removed: 20,850] [added: 21,620] | |

| Short-term debt | | | $ | [removed: 750] [added: 1,673] | | | | | $ | [removed: 1,150] [added: 750] | |

| Accounts payable | | | [removed: 267] [added: 257] | | | | | | [removed: 261] [added: 267] | | |

| Customer accounts and funds payable | | | [removed: 1,054] [added: 1,018] | | | | | | [removed: 768] [added: 1,054] | | |

| Accrued expenses and other current liabilities | | | [removed: 2,196] [added: 2,184] | | | | | | [removed: 1,866] [added: 2,196] | | |

| Income taxes payable | | | [removed: 253] [added: 966] | | | | | | [removed: 226] [added: 253] | | |

| Total current liabilities | | | [removed: 4,520] [added: 6,098] | | | | | | [removed: 4,271] [added: 4,520] | | |

| Operating lease liabilities | | | [removed: 387] [added: 320] | | | | | | [removed: 418] [added: 387] | | |

| Deferred tax liabilities | | | [removed: 2,408] [added: 1,405] | | | | | | [removed: 2,245] [added: 2,408] | | |

| Long-term debt | | | [removed: 6,973] [added: 5,752] | | | | | | [removed: 7,721] [added: 6,973] | | |

| Other liabilities | | | [removed: 936] [added: 632] | | | | | | [removed: 1,042] [added: 936] | | |

| Total liabilities | | | [removed: 15,224] [added: 14,207] | | | | | | [removed: 15,697] [added: 15,224] | | |

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

| Common stock, $0.001 par value; 3,580 shares authorized; [removed: 517] [added: 471] and [removed: 539] [added: 517] shares outstanding | | | 2 | | | | | | 2 | | |

| Additional paid-in capital | | | [removed: 17,792] [added: 18,289] | | | | | | [removed: 17,279] [added: 17,792] | | |

| Treasury stock at cost, [removed: 1,218] [added: 1,274] and [removed: 1,186] [added: 1,218] shares | | | [removed: (48,114)] [added: (51,290)] | | | | | | [removed: (46,702)] [added: (48,114)] | | |

| Retained earnings | | | [removed: 36,531] [added: 37,951] | | | | | | [removed: 34,315] [added: 36,531] | | |

| Accumulated other comprehensive income | | | [removed: 185] [added: 206] | | | | | | [removed: 259] [added: 185] | | |

| Total stockholders’ equity | | | [added: $ | 5,158 | | | | | $ |] 6,396 | | | | | [added: $] | 5,153 | | [removed: |]

| Total liabilities and stockholders’ equity | | | $ | [removed: 21,620] [added: 19,365] | | | | | $ | [removed: 20,850] [added: 21,620] | |

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

February 27, 2025

| Goodwill | | | 4,269 | | | | | | 4,267 | | |

| Other assets | | | 464 | | | | | | 383 | | |

| Proceeds from sale of shares in Aurelia, net | | | 1,036 | | | | | | — | | | | | | — | | |

| Proceeds from sale of shares in Gmarket, net | | | 322 | | | | | | — | | | | | | — | | |

| Borrowings under commercial paper program | | | 441 | | | | | | — | | | | | | — | | |

| Customer accounts (including restricted cash of $238, $0 and $0, respectively) | | | 763 | | | | | | 481 | | | | | | 69 | | |

| Restricted cash included in other current assets | | | 88 | | | | | | 23 | | | | | | 36 | | |

We review the useful lives of equipment on an ongoing basis, and effective January 1, 2024, we changed our estimate of the useful lives for our servers and networking equipment from three years to four years.

The longer useful lives are due to continuous improvements in our hardware, software, and data center designs.

The effect of this change in estimate in 2024, based on servers and network equipment that were included in “Property and equipment, net” as of December 31, 2023 and those acquired during 2024, was a reduction in depreciation expense of $66 million and an increase in net income of $58 million, or $0.12 per basic and diluted share.

Effective January 1, 2024, certain immaterial prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes.

Specifically, immaterial restricted cash balances previously reported as components of “Short-term investments” and “Long-term investments” are now reported within the “Other current assets” and “Other assets” sections, respectively, in our consolidated balance sheet.

Marketplace revenues

Marketplace revenues primarily consist of commissions related to the connection service including final value fees, listing fees, feature fees, and foreign exchange fees.

Marketplace revenues also include store subscription fees, shipping fees, and certain other fees.

Marketplace revenues are reduced by customer incentive programs, including discounts, coupons, and rewards.

Revenue is recognized at the point in time an item is paid for, satisfying the performance obligation.

Advertising revenues

Advertising revenues primarily consist of first-party fees paid to promote listings on our Marketplace platforms, as well as third-party advertising fees.

Third-party advertising revenues are derived principally from the sale of online advertisements that are based on impressions or clicks delivered to advertisers.

We recognize revenue in the contracted period in which the ads are clicked and the impressions are displayed.

Due to safeguarding requirements in certain regions, a portion of this balance is considered restricted.

We also hold restricted cash in segregated bank accounts for purposes of safeguarding customer funds.

The investment was reported within the “Current assets” section in our consolidated balance sheet as of December 31, 2023 and was classified within Level 1 in the fair value hierarchy as the valuation could be obtained from real time quotes in active markets based on Adevinta’s closing stock price and prevailing foreign exchange rate.

On May 29, 2024, we completed the previously announced sale of our stake in Adevinta in exchange for cash and shares of a new entity, Aurelia.

The warrant expired on January 31, 2025.

In 2022, the FASB issued ASU 2022-01—Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method.

In 2022, the FASB issued ASU 2022-03-Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.

In 2023, the FASB issued ASU 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

We adopted this guidance in the fourth quarter of 2024 with no material impact in our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

We are evaluating the effect that this standard may have in our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.

The guidance is intended to improve disclosures about expenses and address requests from investors for more transparent expense information through disaggregation of relevant expense captions in the notes to the financial statements.

The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

We are evaluating the effect that this standard may have in our consolidated financial statements and related disclosures.

Goodwill acquired during the year ended December 31, 2024 relates to the acquisition of Goldin, a leading U.S.-based auction house for high-value trading cards and collectibles.

| | | | | | | December 31, 2024 | | |

| 2029 | | | | | | 7 | | |

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

February 28, 2024

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

eBay Inc.

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

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

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

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

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

eBay Inc.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Operating expenses: | | | | | | | | | | | | | | | | | |

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

eBay Inc.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

eBay Inc.

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

eBay Inc.

| Loss on impairment of equity investment in Paytm Mall | | | — | | | | | | — | | | | | | 160 | | |

| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | 10 | | |

| Settlement of foreign exchange derivative instruments in equity investments | | | — | | | | | | — | | | | | | 85 | | |

[Tabl](#iaf838227d6ba469498d1fab6d8d2bd6f_7)[e](#iaf838227d6ba469498d1fab6d8d2bd6f_7) [of Contents](#iaf838227d6ba469498d1fab6d8d2bd6f_7)

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

| Net cash used in financing activities | | | (2,450) | | | | | | (3,792) | | | | | | (6,532) | | |

| Noncash investing activities: | | | | | | | | | | | | | | | | | |

| Restricted cash included in short-term investments | | | 23 | | | | | | 36 | | | | | | 22 | | |

| Restricted cash included in long-term investments | | | 4 | | | | | | 13 | | | | | | — | | |

eBay Inc.

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.

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.

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.