eBay 10-Q 2023-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2023

OR

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

For the transition period from _______ to _______

Commission file number 001-37713

eBay Inc.

(Exact name of registrant as specified in its charter)

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

Registrant’s telephone number, including area code:

(408) 376-7108

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

Title of each class			Trading symbol			Name of exchange on which registered
Common stock			EBAY			The Nasdaq Global Select Market

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

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

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

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

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

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

As of July 24, 2023, there were 532,157,390 shares of the registrant’s common stock, $0.001 par value, outstanding, which is the only class of common or voting stock of the registrant issued.

eBay Inc.

TABLE OF CONTENTS

						Page
			PART I: FINANCIAL INFORMATION
Item 1			Financial Statements (unaudited)			3
Item 2			Management’s Discussion and Analysis of Financial Condition and Results of Operations			44
Item 3			Quantitative and Qualitative Disclosures About Market Risk			57
Item 4			Controls and Procedures			60
			PART II: OTHER INFORMATION
Item 1			Legal Proceedings			61
Item 1A			Risk Factors			61
Item 2			Unregistered Sales of Equity Securities and Use of Proceeds			62
Item 3			Defaults Upon Senior Securities			62
Item 4			Mine Safety Disclosures			62
Item 5			Other Information			62
Item 6			Exhibits			63
Signatures						64

PART I: FINANCIAL INFORMATION

Index

			Page
Condensed Consolidated Balance Sheet as of June 30, 2023 and December 31, 2022			4
Condensed Consolidated Statement of Income for the three and six months ended June 30, 2023 and 2022			5
Condensed Consolidated Statement of Comprehensive Income for the three and six months ended June 30, 2023 and 2022			6
Condensed Consolidated Statement of Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022			7
Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023 and 2022			8
Notes to Condensed Consolidated Financial Statements			10
Note 1 — The Company and Summary of Significant Accounting Policies			10
Note 2 — Net Income (Loss) Per Share			13
Note 3 — Business Combinations			14
Note 4 — Goodwill and Intangible Assets			15
Note 5 — Segments			16
Note 6 — Investments			17
Note 7 — Derivative Instruments			22
Note 8 — Fair Value Measurement of Assets and Liabilities			26
Note 9 — Debt			30
Note 10 — Supplemental Consolidated Financial Information			33
Note 11 — Commitments and Contingencies			35
Note 12 — Stockholders’ Equity			38
Note 13 — Employee Benefit Plans			39
Note 14 — Income Taxes			40
Note 15 — Accumulated Other Comprehensive Income			41
Note 16 — Restructuring			43

eBay Inc.

CONDENSED CONSOLIDATED BALANCE SHEET

			June 30, 2023						December 31, 2022
			(In millions, except par value)
			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents			$	2,268					$	2,154
Short-term investments			2,208						2,625
Equity investment in Adevinta			2,656						2,692
Customer accounts and funds receivable			789						763
Other current assets			796						1,056
Total current assets			8,717						9,290
Long-term investments			1,499						1,797
Property and equipment, net			1,227						1,238
Goodwill			4,244						4,262
Operating lease right-of-use assets			470						513
Deferred tax assets			3,143						3,169
Other assets			656						581
Total assets			$	19,956					$	20,850
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt			$	—					$	1,150
Accounts payable			294						261
Customer accounts and funds payable			833						768
Accrued expenses and other current liabilities			1,790						1,866
Income taxes payable			638						226
Total current liabilities			3,555						4,271
Operating lease liabilities			378						418
Deferred tax liabilities			2,137						2,245
Long-term debt			7,721						7,721
Other liabilities			897						1,042
Total liabilities			14,688						15,697
Commitments and Contingencies (Note 11)
Stockholders’ equity:
Common stock, $0.001 par value; 3,580 shares authorized; 533 and 539 shares outstanding			2						2
Additional paid-in capital			17,529						17,279
Treasury stock at cost, 1,197 and 1,186 shares			(47,205)						(46,702)
Retained earnings			34,775						34,31

Showing the first 8K of 148K characters. Open the full section

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans or intentions (such as those relating to future business, future results of operations or financial condition, inflationary pressure, foreign exchange rate volatility and geopolitical events, such as the ongoing war in Ukraine, new or planned features or services, or management strategies). You can generally identify these forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, those discussed in “Part I – Item 1A: Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), as well as in our unaudited condensed consolidated financial statements, related notes, and the other information appearing elsewhere in this report and our other filings with the Securities and Exchange Commission (“SEC”). We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this report to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with the unaudited condensed consolidated financial statements and the related notes included in this report.

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

OVERVIEW

Business

eBay Inc. is a global commerce leader, which includes our Marketplace platforms. Founded in 1995 in San Jose, California, eBay is one of the world’s largest and most vibrant marketplaces for discovering great value and unique selection. Collectively, we connect millions of buyers and sellers around the world, empowering people and creating opportunity. Our technologies and services are designed to provide buyers choice and a breadth of relevant inventory and to enable sellers worldwide to organize and offer their inventory for sale, virtually anytime and anywhere. In 2023, we are focused on our strategic playbook — to understand the customer and their needs; build experiences they will love, at scale; and tell our story in new and different ways.

In 2022, and extending into the second quarter of 2023, we experienced reduced traffic in most markets resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility and lower consumer confidence. These factors negatively impacted discretionary consumer spending, are uncertain in duration and we expect them to continue throughout 2023.

Presentation

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 applied to current year transactional currency amounts.

Quarter Highlights

Net revenues increased 5% to $2,540 million during the three months ended June 30, 2023 compared to the same period in 2022 primarily due to the investment in focus categories and higher take rate as a result of the expansion of promoted listings, international shipping and payment services. The increase in net revenues was partially offset by a reduction in traffic in most markets resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility and lower consumer confidence during the three months ended June 30, 2023. FX-Neutral net revenues (as defined above) increased 6% during the three months ended June 30, 2023 compared to the same period in 2022. Operating margin decreased to 20.4% for the three months ended June 30, 2023 compared to 21.7% for the same period in 2022.

We generated cash flow from continuing operating activities of $605 million during the three months ended June 30, 2023 compared to $577 million in the same period in 2022.

We recorded unrealized losses of $214 million in aggregate in gain (loss) on equity investments and warrant, net on our condensed consolidated statement of income during the three months ended June 30, 2023 compared to $1,221 million of realized and unrealized losses recorded during the same period in 2022.

During the three months ended June 30, 2023, we paid $250 million cash for the purchase of common stock and paid $133 million in cash dividends.

In July 2023, we declared a quarterly cash dividend of $0.25 per share of common stock to be paid on September 15, 2023 to stockholders of record as of September 1, 2023.

RESULTS OF OPERATIONS

We have one reportable segment to reflect the way management and our chief operating decision maker (“CODM”) review and assess performance of the business. Our reportable segment is Marketplace, which includes our online marketplace located at www.ebay.com, its localized counterparts and the eBay suite of mobile apps. The accounting policies of our segment are the same as those described in “Note 1 — The Company and Summary of Significant Accounting Policies” in our condensed consolidated financial statements included elsewhere in this report.

Net Revenues

Beginning in the fourth quarter of 2022, we present revenues generated from our Marketplace GMV and from non-GMV based businesses as “Net revenues” in order to more closely align our presentation of net revenues with how our business is operated. We formerly presented such amounts as “Net transaction revenues” and “Marketing services and other (MS&O) revenues,” and those line items for such prior periods have been conformed to current period presentation. Consolidated net revenues are unchanged.

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.

The following table presents net revenues for the periods indicated (in millions, except percentages):

			Three Months Ended June 30,																		Six Months Ended June 30,
			2023						2022						% Change						2023						2022						% Change
Net revenues			$	2,540					$	2,422					5		%				$	5,050					$	4,905					3		%

Seasonality

We expect transaction activity patterns on our platforms to trend with general consumer buying patterns and expect that these trends will continue. As we introduce and scale new products throughout the year, we expect net revenues to fluctuate. In addition, macroeconomic conditions, including the impact of COVID-19, disrupted seasonal patterns in net revenues, particularly in the first quarter of 2021. The following table presents our total net revenues and the sequential quarterly movements of these net revenues for the periods indicated (in millions, except percentages):

			Quarter Ended
			March 31						June 30						September 30						December 31
2021
Net revenues			$	2,638					$	2,668					$	2,501					$	2,613
% change from prior quarter			6		%				1		%				(6)		%				4		%
2022
Net revenues			$	2,483					$	2,422					$	2,380					$	2,510
% change from prior quarter			(5)		%				(2)		%				(2)		%				5		%
2023
Net revenues			$	2,510					$	2,540					$	—					$	—
% change from prior quarter			—		%				1		%

Net Revenues by Geography

Revenues are attributed to U.S. and international geographies primarily based upon the country in which the seller, platform that displays advertising, other service provider or customer, as the case may be, is located. The following table presents net revenues by geography for the periods indicated (in millions, except percentages):

			Three Months Ended June 30,																		Six Months Ended June 30,
			2023						2022						% Change						2023						2022						% Change
U.S.			$	1,265					$	1,199					6		%				$	2,526					$	2,425					4		%
Percentage of net revenues			50		%				49		%										50		%				49		%
International			1,275						1,223						4		%				2,524						2,480						2		%
Percentage of net revenues			50		%				51		%										50		%				51		%
Total net revenues			$	2,540					$	2,422					5		%				$	5,050					$	4,905					3		%

Our commerce 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 results, and we have seen elevated foreign currency volatility that we expect to continue throughout 2023. Through our hedging programs, we actively monitor foreign currency volatility and attempt to mitigate the risk. As shown in the table above, we generate approximately half of our net revenues internationally. Because of these factors, we are subject to the risks related to doing business in foreign countries as discussed in “Part I - Item 1A: Risk Factors” of the 2022 Form 10-K.

Net revenues included $14 million and $43 million of hedging gains during the three and six months ended June 30, 2023 as compared to $9 million and $15 million of hedging gains during the same periods in 2022. Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $9 million and $54 million on net revenues during the three and six months ended June 30, 2023 compared to an unfavorable impact of $95 million and $153 million on net revenues during the same periods in 2022. The effect of foreign currency exchange rate movements during the three months ended June 30, 2023 compared to the same periods in 2022 was primarily attributable to the strengthening of the U.S. dollar against the British pound while the effect of foreign currency exchange rate movements during the six months ended June 30, 2023 compared to the same periods in 2022 was primarily attributable to the strengthening of the U.S. dollar against the British pound and euro.

Key Operating Metrics

Gross Merchandise Volume (“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 platforms during the applicable period inclusive of shipping fees and taxes. Despite GMV’s divergence from revenue, we still believe that GMV provides a useful measure of the overall volume of paid transactions that flow through our platforms in a given period.

Take rate is defined as net revenues divided by GMV and represents net revenues as a percentage of overall volume on our platforms. We believe that take rate provides a useful measure of our ability to monetize volume through marketplace services on our platforms in a given period. We use take rate to identify key revenue drivers on our marketplace.

The following table presents net revenues, GMV and take rate for the periods indicated (in millions, except percentages):

			Three Months Ended June 30,												% Change												Six Months Ended June 30,												% Change
			2023						2022						As Reported						FX-Neutral						2023						2022						As Reported						FX-Neutral
Net revenues (1)			$	2,540					$	2,422					5		%				6		%				$	5,050					$	4,905					3		%				4		%
Supplemental data:
GMV			$	18,214					$	18,549					(2)		%				(1)		%				$	36,624					$	37,958					(4)		%				(1)		%
Take rate (2)			13.95		%				13.06		%				0.87		%										13.79		%				12.92		%				0.87		%

(1) Net revenues were net of $14 million and $43 million hedging gains during the three and six months ended June 30, 2023 as compared to $9 million and $15 million hedging gains during the same periods in 2022.

(2) 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 higher take rate as a result of the expansion of promoted listings, international shipping and payment services. The increase in net revenues was partially offset by a reduction in traffic in most markets resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility and lower consumer confidence, which negatively impacted discretionary consumer spending during the three and six months ended June 30, 2023.

Net revenues increased despite lower GMV during the three and six months ended June 30, 2023 compared to 2022 primarily due to the benefit of a higher take rate during the same periods, as discussed above. We expect the divergence between net revenues and GMV to continue throughout the year. Despite GMV’s divergence from net revenues, we still believe the metric provides a useful measure of overall volume of paid transactions that flow through the platform in a given period.

Cost of Net Revenues

Cost of net revenues represents costs associated with customer support, site operations and payment processing. Significant components of these costs primarily consist of employee compensation including stock-based compensation, contractor costs, facilities costs, depreciation of equipment and amortization expense, bank transaction fees, credit card interchange and assessment fees, authentication costs, shipping costs and digital services tax. The following table presents cost of net revenues for the periods indicated (in millions, except percentages):

			Three Months Ended June 30,																		Six Months Ended June 30,
			2023						2022						% Change						2023						2022						% Change
Cost of net revenues			$	718					$	663					8		%				$	1,418					$	1,352					5		%
Percentage of net revenues			28		%				27		%										28		%				28		%

Cost of net revenues, net of immaterial hedging activities, increased during the three months ended June 30, 2023 compared to the same period in 2022 primarily driven by a $27 million increase related to the launch of eBay International Shipping and a $15 million increase related to the expansion of authentication services.

Cost of net revenues, net of immaterial hedging activities, increased during the six months ended June 30, 2023 compared to the same period in 2022 primarily driven by a $39 million increase related to the launch of eBay International Shipping, a $28 million increase related to the expansion of authentication services, and a $12 million increase in customer support costs, partially offset by a $11 million decrease in payment processing costs incurred and a $15 million favorable impact of foreign currency movements relative to the U.S. dollar.

Operating Expenses

The following table presents operating expenses for the periods indicated (in millions, except percentages):

			Three Months Ended June 30,																		Six Months Ended June 30,
			2023						2022						% Change						2023						2022						% Change
Sales and marketing			$	566					$	566					—		%				$	1,077					$	1,044					3		%
Percentage of net revenues			22		%				23		%										21		%				21		%
Product development			392						344						14		%				744						645						15		%
Percentage of net revenues			15		%				14		%										15		%				13		%
General and administrative			251						237						6		%				548						463						18		%
Percentage of net revenues			10		%				10		%										11		%				9		%
Provision for transaction losses			90						86						**						174						182						(4)		%
Percentage of net revenues			4		%				4		%										3		%				4		%
Amortization of acquired intangible assets			5						1						**						13						2						**
Total operating expenses			$	1,304					$	1,234					6		%				$	2,556					$	2,336					9		%

** Not meaningful

Foreign currency movements relative to the U.S. dollar had a favorable impact of $11 million and $41 million on operating expenses during the three and six months ended June 30, 2023, respectively, compared to a favorable impact of $53 million and $81 million during the same periods in 2022. Hedging activity within operating expenses was immaterial during the three and six months ended June 30, 2023.

Sales and Marketing

Sales and marketing expenses primarily consist of advertising and marketing program costs (both online and offline), employee compensation including stock-based compensation, certain user coupons and rewards, contractor costs, facilities costs and depreciation on equipment. Online marketing expenses represent traffic acquisition costs in various channels such as paid search, affiliates marketing and display advertising. Offline advertising primarily includes brand campaigns and buyer/seller communications.

Sales and marketing expenses were flat during the three months ended June 30, 2023 compared to the same period in 2022 with a $15 million increase in employee related costs offset by an $8 million decrease in professional service fees and a $6 million favorable impact of foreign currency movements relative to the U.S. dollar.

The increase in sales and marketing expenses during the six months ended June 30, 2023 compared to the same period in 2022 was primarily due to a $41 million increase in employee related costs and a $37 million increase in advertising and marketing program costs (both online and offline), partially offset by a $16 million decrease in professional service fees and a $25 million favorable impact of foreign currency movements relative to the U.S. dollar.

Product Development

Product development expenses primarily consist of employee compensation including stock-based compensation, contractor costs, facilities costs and depreciation on equipment. Product development expenses are net of required capitalization of major platform and other product development efforts, including the development and maintenance of our technology platform. Our top technology priorities include the implementation of our strategic plan including payment intermediation capabilities, improved seller tools and buyer experiences.

The increase in product development expenses during the three and six months ended June 30, 2023 compared to the same periods in 2022 was primarily due to an increase in employee related costs as we continue to innovate and modernize the shopping experience across our platforms powered by intelligent computing at scale.

Capitalized internal use and platform development costs were $28 million and $58 million in the three and six months ended June 30, 2023, respectively, compared to $30 million and $62 million in the three and six months ended June 30, 2022. These costs are primarily reflected as a cost of net revenues when amortized in future periods.

General and Administrative

General and administrative expenses primarily consist of employee compensation including stock-based compensation, contractor costs, facilities costs, depreciation of equipment, employer payroll taxes on stock-based compensation, legal expenses, restructuring, insurance premiums and other professional service fees. Our legal expenses, including those related to various ongoing legal proceedings, may fluctuate substantially from period to period.

The increase in general and administrative expenses during the three months ended June 30, 2023 compared to the same period in 2022 was primarily due to an $11 million increase in employee related costs and a $10 million increase in professional service fees.

The increase in general and administrative expenses during the six months ended June 30, 2023 compared to the same period in 2022 was primarily due to $41 million of restructuring costs that did not occur in the same period in 2022, a $28 million increase in employee related costs and a $20 million increase in professional service fees.

Provision for Transaction Losses

Provision for transaction losses primarily consists of transaction loss expense associated with our buyer protection programs, losses from our managed payments services, fraud and bad debt expense associated with our accounts receivable balance. We expect our provision for transaction losses to fluctuate depending on many factors, including changes to our protection programs and the impact of regulatory changes.

The decrease in provision for transaction losses during the six months ended June 30, 2023 compared to the same period in 2022 was primarily due to $13 million lower bad debt expense.

Gain (Loss) on Equity Investments and Warrant, Net

Gain (loss) on equity investments and warrant, net primarily consists of gains and losses related to our various types of equity investments, including our equity investments in Adevinta, KakaoBank and Gmarket, and gains and losses due to changes in fair value of the warrant received from Adyen. The following table presents gain (loss) on equity investments and warrant, net for the periods indicated (in millions, except percentages):

			Three Months Ended June 30,																		Six Months Ended June 30,
			2023						2022						% Change						2023						2022						% Change
Unrealized change in fair value of equity investment in Adevinta			$	(210)					$	(829)					75		%				$	(36)					$	(2,472)					99		%
Unrealized change in fair value of equity investment in Adyen			—						(38)						**						—						(118)						**
Unrealized change in fair value of equity investment in Gmarket			(29)						(77)						(62)		%				(40)						(259)						(85)		%
Unrealized change in fair value of equity investment in KakaoBank			(4)						(105)						(96)		%				(7)						(196)						(96)		%
Change in fair value of warrant			31						(104)						(130)		%				69						(219)						(132)		%
Realized change in fair value of shares sold in Adyen			—						(1)						**						—						(167)						**
Realized change in fair value of shares sold in KakaoBank			—						(67)						**						—						(75)						**
Gain (loss) on other investments			(2)						—						**						(2)						(6)						**
Total gain (loss) on equity investments and warrant, net			$	(214)					$	(1,221)					**						$	(16)					$	(3,512)					**
Percentage of net revenues			(8)		%				(50)		%										—		%				(72)		%

** Not meaningful

The change in gain (loss) on equity investments and warrant, net during the three and six months ended June 30, 2023 compared to the same periods in 2022 was primarily driven by the change in the fair value of our equity investments in Adevinta, Gmarket and KakaoBank and the fair value of warrant.

Interest and Other, Net

Interest and other, net primarily consists of interest earned on cash, cash equivalents and investments, as well as foreign exchange transaction gains and losses, gain/loss on acquisitions or disposals and interest expense, consisting of interest charges on any amounts borrowed and commitment fees on unborrowed amounts under our credit agreement and interest expense on our outstanding debt securities and commercial paper, if any. The following table presents interest and other, net for the periods indicated (in millions, except percentages):

			Three Months Ended June 30,																		Six Months Ended June 30,
			2023						2022						% Change						2023						2022						% Change
Interest income			$	48					$	10					380		%				$	90					$	18					400		%
Interest expense			(65)						(56)						16		%				(133)						(118)						13		%
Foreign exchange and other			(2)						15						(113)		%				(2)						19						(111)		%
Total interest and other, net			$	(19)					$	(31)					(39)		%				$	(45)					$	(81)					(44)		%
Percentage of net revenues			(1)		%				(1)		%										(1)		%				(2)		%

Interest income increased primarily due to higher yields on corporate debt and government and agency securities in a higher interest rate environment. We expect this trend to continue throughout 2023.

Interest expense increased primarily due to higher rates offset by lower average notional on outstanding debt during 2023. In 2023, we repaid two tranches of senior notes at substantially lower interest rates than the senior

notes that were issued during the fourth quarter of 2022. As a result, we expect continued upward pressure on interest expense throughout 2023.

Income Tax Provision

The following table presents provision (benefit) for income taxes for the periods indicated (in millions, except percentages):

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Income tax provision (benefit)			$	113					$	(191)					$	274					$	(501)
Effective tax rate			39.7		%				26.3		%				27.0		%				21.1		%

The increase in our effective tax rate for the three and six months ended June 30, 2023 compared to the same periods in 2022 was primarily due to an increase in reserves for uncertain tax positions relative to total income (loss) from continuing operations before taxes in 2023, offset by the 2022 deduction related to the closure of our marketplace in Turkey.

We are regularly under examination by tax authorities both domestically and internationally. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations, although there are inherent uncertainties in these examinations. Due to the ongoing tax examinations, it is generally impractical to determine the amount and timing of these adjustments. However, we expect several tax examinations to close within the next twelve months. See “Note 14 — Income Taxes” to the condensed consolidated financial statements included in this report for more information on estimated settlements within the next twelve months.

Non-GAAP Measures of Financial Performance

To supplement our condensed consolidated financial statements presented in accordance with generally accepted accounting principles, we use FX-Neutral net revenues, which are non-GAAP financial measures. Management uses the foregoing non-GAAP measures in reviewing our financial results. We define FX-Neutral net revenues as net revenues minus the exchange rate effect. We define exchange rate effect as the year-over-year impact of foreign currency movements using prior period foreign currency rates applied to current year transactional currency amounts, excluding hedging activity.

These non-GAAP measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. These measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures.

These non-GAAP measures are provided to enhance investors’ overall understanding of our current financial performance and prospects for the future. Specifically, we believe these non-GAAP measures provide useful information to both management and investors by excluding the foreign currency exchange rate impact that may not be indicative of our core operating results and business outlook. In addition, because we have historically reported certain non-GAAP results to investors, we believe that the inclusion of these non-GAAP measures provides consistency in our financial reporting.

The following tables present a reconciliation of FX-Neutral GMV and FX-Neutral net revenues (each as defined below) to our reported GMV and net revenues for the periods indicated (in millions, except percentages):

			Three Months Ended June 30,
			2023																		2022						% Change
			As Reported						Exchange Rate Effect (1)(3)						FX-Neutral (2)						As Reported						As Reported						FX-Neutral
GMV			$	18,214					$	(176)					$	18,390					$	18,549					(2)		%				(1)		%
Net Revenues			$	2,540					$	(9)					$	2,549					$	2,422					5		%				6		%

			Six Months Ended June 30,
			2023																		2022						% Change
			As Reported						Exchange Rate Effect (1)(3)						FX-Neutral (2)						As Reported						As Reported						FX-Neutral
GMV			$	36,624					$	(780)					$	37,404					$	37,958					(4)		%				(1)		%
Net Revenues			$	5,050					$	(54)					$	5,104					$	4,905					3		%				4		%

(1) We define exchange rate effect as the year-over-year impact of foreign currency movements using prior period foreign currency rates applied to current year transactional currency amounts excluding hedging activity.

(2) We define FX-Neutral GMV as GMV minus the exchange rate effect. We define the non-GAAP financial measures of FX-Neutral net revenues as net revenues minus the exchange rate effect.

(3) Net revenues were net of $14 million and $43 million hedging gains during the three and six months ended June 30, 2023 as compared to $9 million and $15 million hedging gains during the same periods in 2022.

Liquidity and Capital Resources

Cash Flows

			Six Months Ended June 30,
			2023						2022
			(In millions)
Net cash provided by (used in):
Continuing operating activities			$	1,446					$	1,206
Continuing investing activities			424						3,764
Continuing financing activities			(1,458)						(4,182)
Effect of exchange rates on cash, cash equivalents and restricted cash			(6)						(57)
Net decrease in cash, cash equivalents and restricted cash - discontinued operations			(4)						(365)
Net increase (decrease) in cash, cash equivalents and restricted cash			$	402					$	366

Continuing Operating Activities

Our operating cash flows arise primarily from cash received from our customers on our platforms offset by cash payments for sales and marketing, employee compensation and payment processing expenses.

Cash provided by continuing operating activities of $1,446 million in the six months ended June 30, 2023 compared to cash provided by continuing operating activities of $1,206 million in the six months ended June 30, 2022 was primarily attributable to working capital movements and changes in non-cash items during the six months ended June 30, 2023 compared to the same period in 2022.

Continuing Investing Activities

Cash provided by continuing investing activities of $424 million in the six months ended June 30, 2023 was primarily attributable to proceeds of $8,382 million from the maturities and sales of investments, partially offset by cash paid for investments of $7,687 million and property and equipment of $245 million.

The largely offsetting effects of purchases of investments and maturities and sale of investments results from the management of our investments. As our immediate cash needs change, purchase and sale activity will fluctuate.

Continuing Financing Activities

Cash used in continuing financing activities of $1,458 million in the six months ended June 30, 2023 was primarily attributable to debt repayments of $1,150 million related to the redemption of our floating rate and 2.750% senior notes due 2023, cash paid to repurchase $492 million of common stock, and $267 million paid in cash dividends, partially offset by net funds receivable and payable activity of $562 million driven by changes in payment processors.

The negative effect of exchange rate movements on cash, cash equivalents and restricted cash was due to the strengthening of the U.S. dollar against other currencies during the six months ended June 30, 2023 and 2022.

Liquidity and Capital Resource Requirements

As of June 30, 2023 and December 31, 2022, we had assets classified as cash and cash equivalents as well as short-term and long-term non-equity investments from continuing operations, in an aggregate amount of $5.3 billion and $5.9 billion, respectively. We had an additional $380 million and $69 million, respectively, of cash proceeds, related to marketplace activity and held on behalf of customers, which we recorded separately on our condensed consolidated balance sheets as customer accounts and funds receivable. We believe these assets together with cash expected to be generated from operations, borrowings available under our credit agreement and commercial paper program, and our access to capital markets, will be sufficient to satisfy our material cash requirements over the next 12 months and for the foreseeable future.

However, geopolitical events, inflationary pressure, foreign exchange rate volatility and global economic uncertainty have caused material disruptions in both U.S. and international financial markets and economies and are uncertain in duration. The impact of these events has increased, and may continue to increase, our borrowing costs and other costs of capital and otherwise adversely affect our business, results of operations, financial condition and liquidity. The future impact of these events cannot be predicted with certainty and we cannot assure that we will have access to external financing at times and on terms we consider acceptable, or at all, or that we will not experience other liquidity issues going forward.

Senior Notes

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

As of June 30, 2023, we had fixed-rate senior notes outstanding for an aggregate principal amount of $7.8 billion, with none payable within 12 months. The net proceeds from the issuances of these senior notes are used for general corporate purposes, including, among other things, capital expenditures, share repurchases, repayment of indebtedness and possible acquisitions.

Commercial Paper

We have a commercial paper program pursuant to which we may issue commercial paper notes in an aggregate principal amount at maturity of up to $1.5 billion outstanding at any time with maturities of up to 397 days from the date of issue. As of June 30, 2023, there were no commercial paper notes outstanding.

Credit Agreement

In March 2020, we entered into a credit agreement that provides for an unsecured $2 billion five-year credit facility. We may also, subject to the agreement of the applicable lenders, increase commitments under the revolving credit facility by up to $1 billion. Funds borrowed under the credit agreement may be used for working capital, capital expenditures, acquisitions and other general corporate purposes. As of June 30, 2023, no borrowings were outstanding under our $2 billion credit agreement.

Credit Ratings

As of June 30, 2023, we were rated investment grade by Standard and Poor’s Financial Services, LLC (long-term rated BBB+, short-term rated A-2, with a stable outlook) and Moody’s Investor Service (long-term rated Baa1, short-term rated P-2, with a stable outlook). We disclose these ratings to enhance the understanding of our sources of liquidity and the effects of our ratings on our costs of funds. Our borrowing costs depend, in part, on our credit ratings and any actions taken by these credit rating agencies to lower our credit ratings, as described above, will likely increase our borrowing costs.

We were in compliance with all financial covenants in our outstanding debt instruments for the six months ended June 30, 2023. For additional details related to our debt, please see “Note 9 — Debt” to the condensed consolidated financial statements included in this report.

Income Taxes

As of June 30, 2023, our assets classified as cash and cash equivalents as well as short-term and long-term non-equity investments included assets held in certain of our foreign operations totaling approximately $2.4 billion. As we repatriate these funds to the U.S., we will be required to pay income taxes in certain U.S. states and applicable foreign withholding taxes on those amounts during the period when such repatriation occurs. We have accrued deferred taxes for the tax effect of repatriating the funds to the U.S.

During the first quarter of 2023, the IRS provided tax relief for the California winter storms, as a result, we have deferred our 2023 quarterly federal cash tax payments until the fourth quarter of 2023.

For additional details related to our income taxes, please see “Income Tax Provision” in our Results of Operations above and “Note 14 — Income Taxes” to the condensed consolidated financial statements included in this report.

Stock Repurchases

Our stock repurchase programs are intended to programmatically offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, to make opportunistic and programmatic repurchases of our common stock to reduce our outstanding share count. Any share repurchases under our stock repurchase programs will be funded from our working capital or other financing alternatives.

We expect to continue making opportunistic and programmatic repurchases of our common stock, subject to market conditions and other uncertainties. However, our stock repurchase programs may be limited or terminated at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash.

During the six months ended June 30, 2023, we repurchased approximately $500 million of our common stock under our stock repurchase programs. As of June 30, 2023, a total of approximately $2.3 billion remained available for future repurchases of our common stock under our stock repurchase programs. See “Note 12 — Stockholders’ Equity” to the condensed consolidated financial statements included in this report for more information about our stock repurchase programs.

Dividends

The Company paid a total of $133 million and $121 million in cash dividends during the three months ended June 30, 2023 and 2022, respectively, and $267 million and $250 million in cash dividends during the six months ended June 30, 2023 and 2022, respectively. In July 2023, our Board of Directors declared a cash dividend of $0.25 per share of common stock to be paid on September 15, 2023 to stockholders of record as of September 1, 2023.

Other Capital Resource Requirements

We actively monitor all counterparties that hold our cash and cash equivalents and non-equity investments, focusing primarily on the safety of principal and secondarily on improving yield on these assets. We diversify our cash and cash equivalents and investments among various counterparties in order to reduce our exposure should any one of these counterparties fail or encounter difficulties. To date, we have not experienced any material loss or lack of access to our invested cash, cash equivalents or short-term investments; however, we can provide no assurances that access to our invested cash, cash equivalents or short-term investments will not be impacted by adverse conditions in the financial markets, including, without limitation, as a result of the impact of geopolitical events, inflationary pressure, lower consumer spending and foreign exchange rate volatility. At any point in time we have funds in our operating accounts and customer accounts that are deposited and invested with third party financial institutions.

We have a cash pooling arrangement with a financial institution for cash management purposes. As of June 30, 2023, we had a total of $175 million in aggregate cash deposits and $8 million in aggregate cash withdrawals held within the financial institution under the cash pooling arrangement. See “Note 11 — Commitments and Contingencies” to the condensed consolidated financial statements included in this report for more information about our cash pooling arrangement.

We have entered into various indemnification agreements and, in the ordinary course of business, we have included limited indemnification provisions in certain of our agreements with parties with which we have commercial relations. It is not possible to determine the maximum potential loss under these various indemnification provisions due to our limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in our consolidated statement of income in connection with our indemnification provisions have not been significant, either individually or collectively. See “Note 11 — Commitments and Contingencies” to the condensed consolidated financial statements included in this report for more information about our indemnification provisions.

Interest Rate Risk

We are exposed to interest rate risk relating to our investments and outstanding debt. In addition, adverse economic conditions and events (including volatility or distress in the equity and/or debt or credit markets) may impact regional and global financial markets. These events and conditions could cause us to write down our assets or investments. We seek to reduce earnings volatility that may result from adverse economic conditions and events or changes in interest rates.

The primary objective of our investment activities is to preserve principal while at the same time improving yields without significantly increasing risk. To achieve this objective, we maintain our cash equivalents, customer accounts and short-term and long-term investments in a variety of asset types, including bank deposits, government bonds and corporate debt securities. As of June 30, 2023, approximately 29% of our total cash and investments was held in cash and cash equivalents and customer accounts. As such, changes in interest rates will impact interest income. As discussed below, the fair market values of our fixed rate securities may be adversely affected due to a rise in interest rates, and we may suffer losses in principal if we are forced to sell securities that have declined in market value due to changes in interest rates.

As of June 30, 2023, the balance of our corporate debt and government bond securities was $3.0 billion, which represented approximately 34% of our total cash and investments. Investments in both fixed-rate and floating-rate interest-earning instruments carry varying degrees of interest rate risk. The fair market value of our fixed-rate investment securities may be adversely impacted due to a rise in interest rates. In general, fixed-rate securities with longer maturities are subject to greater interest rate risk than those with shorter maturities. While floating rate securities generally are subject to less interest rate risk than fixed-rate securities, floating-rate securities may produce less income than expected if interest rates decrease and may also suffer a decline in market value if interest rates increase. Due in part to these factors, our investment income may fall short of expectations or we may suffer losses in principal if we sell securities that have declined in market value due to changes in interest rates. A hypothetical 1% (100 basis point) point increase in interest rates would have resulted in a decrease in the fair value of our investments of $20 million and $22 million as of June 30, 2023 and December 31, 2022, respectively.

Further changes in interest rates will impact 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 interest expense. For additional details related to our debt, see “Note 9 — Debt” to the condensed consolidated financial statements included in this report.

Equity Price Risk

Equity investments

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 may have a significant impact on the value of our equity investment in Adevinta. As of June 30, 2023, a one dollar change in Adevinta’s common stock, holding other factors constant, would increase or decrease the fair value of the investment by approximately $404 million.

The fair value of our equity investment in KakaoBank is measured based on closing stock price and prevailing foreign exchange rate at each balance sheet date. Valuation of equity investments with readily determinable fair values can be obtained from real time quotes in active markets. Changes in KakaoBank’s stock price and equity volatility may have a significant impact on the value of our equity investment in KakaoBank. As of June 30, 2023, a one dollar change in KakaoBank’s common stock, holding other factors constant, would increase or decrease the fair value of the investment by approximately $5 million.

Our remaining equity investments are primarily investments in privately-held companies. Our consolidated results of operations include, as a component of gain (loss) on equity investments and warrant, net, our share of the net income or loss of the equity investments accounted for under the equity method of accounting, or the change in fair value of the equity method investments accounted for under the fair value option. Equity investments without readily determinable fair values are accounted for at cost, less impairment and adjusted for subsequent observable

price changes obtained from orderly transactions for identical or similar investments issued by the same investee. 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. Subsequent changes in fair value are recognized in gain (loss) on equity investments and warrant, net.

As of June 30, 2023, our equity investments totaled $3.3 billion, which represented approximately 37% of our total cash and investments, and primarily related to our equity investment in Adevinta.

For additional details related to these investments, please see “Note 6 — Investments” to our condensed consolidated financial statements included in this report.

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 above, in 2021 we met the processing volume milestone target to vest the first tranche of the warrant, and we exercised the option to purchase shares of Adyen. 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 June 30, 2023, a one dollar change in Adyen’s common stock, holding other factors constant, would increase or decrease the fair value of the warrant by approximately $0.2 million. For additional details related to the warrant, please see “Note 7 — Derivative Instruments” to our condensed consolidated financial statements included in this report.

Foreign Currency Risk

Our commerce 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 transact business in various foreign currencies and have significant international revenues as well as costs. In addition, we charge our international subsidiaries for their use of intellectual property and technology and for certain corporate services we provide. Our cash flow and results of operations that are exposed to foreign exchange rate fluctuations may differ materially from expectations and we may record significant gains or losses due to foreign currency fluctuations and related hedging activities.

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 on our reported consolidated cash flows and results of operations through the purchase of foreign currency exchange contracts. The effectiveness of the program and resulting usage of foreign exchange derivative contracts is at times limited by our ability to achieve cash flow hedge accounting. For additional details related to our derivative instruments, please see “Note 7 — Derivative Instruments” to our condensed consolidated financial statements included in this report.

We use foreign exchange derivative contracts to help protect our forecasted U.S. dollar-equivalent earnings from adverse changes in foreign currency exchange rates. These hedging contracts reduce, but do not entirely eliminate, the impact of adverse currency exchange rate movements. Most of these contracts are designated as cash flow hedges for accounting purposes. For qualifying cash flow hedges, the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income (“AOCI”) and subsequently reclassified into earnings in the same period the forecasted transaction affects earnings. For contracts not designated as cash flow hedges for accounting purposes, the derivative’s gain or loss is recognized immediately in earnings in our consolidated statement of income. However, only certain revenue and costs are eligible for cash flow hedge accounting.

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 June 30, 2023. The sensitivity for foreign currency contracts is based on a 20% adverse change in foreign exchange rates, against relevant functional currencies.

			Fair Value Asset/(Liability)						Fair Value Sensitivity
			(In millions)
Foreign exchange contracts - Cash flow hedges			$	32					$	(103)
Foreign exchange contracts - Not designated for hedge accounting			$	7					$	(117)

Since our risk management programs are highly effective, the potential loss in value described above would be largely offset by changes in the value of the underlying exposure.

We also use foreign exchange contracts to offset the foreign exchange risk on our assets and liabilities denominated in currencies other than the functional currency of our subsidiaries. These contracts reduce, but do not entirely eliminate, the impact of currency exchange rate movements on our assets and liabilities. The foreign currency gains and losses on the assets and liabilities are recorded in interest and other, net, which are offset by the gains and losses on the foreign exchange contracts.

We considered the historical trends in currency exchange rates and determined that it was reasonably possible that adverse changes in exchange rates of 20% for all currencies could be experienced in the near term. These changes would have resulted in an adverse impact on income before income taxes of approximately $11 million as of June 30, 2023 taking into consideration the offsetting effect of foreign exchange forwards in place as of June 30, 2023.

(a) 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 June 30, 2023.

(b) Changes in internal controls. There were no changes in our internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1: Legal Proceedings

The information set forth under “Note 11 — Commitments and Contingencies — Litigation and Other Legal Matters” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

Risk Factors:

We are subject to various risks and uncertainties that may affect our business, results of operations and financial condition including not limited to, those described in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). Current global economic and geopolitical events and conditions may amplify many of these risks. These risks are not the only risks that may affect us. Additional risks that we are not aware of or do not believe are material at the time of this filing may also become important factors that adversely affect our business. There have been no material changes to the Company’s risk factors since the 2022 Form 10-K.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Stock repurchase activity during the three months ended June 30, 2023 was as follows:

Period Ended						Total Number of Shares Purchased						Average Price Paid per Share (2)						Total Number of Shares Purchased as Part of Publicly Announced Programs						Maximum Dollar Value that May Yet be Purchased Under the Programs (1)
April 30, 2023						1,783,677						$	43.83					1,783,677						$	2,519,898,625
May 31, 2023						1,976,357						$	44.46					1,976,357						$	2,432,022,568
June 30, 2023						1,883,178						$	44.68					1,883,178						$	2,347,879,441
						5,643,212												5,643,212

(1)Our stock repurchase programs are intended to programmatically offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, to make opportunistic and programmatic repurchases of our common stock to reduce our outstanding share count. Any share repurchases under our stock repurchase programs may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means at times and in such amounts as management deems appropriate and will be funded from our working capital or other financing alternatives. These stock repurchase programs have no expiration from the date of authorization.

During the three months ended June 30, 2023, we repurchased approximately $250 million of our common stock under our stock repurchase programs. As of June 30, 2023, a total of approximately $2.3 billion remained available for future repurchases of our common stock under our stock repurchase programs.

We expect, subject to market conditions and other uncertainties, to continue making opportunistic and programmatic repurchases of our common stock. However, our stock repurchase programs may be limited or terminated at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash.

(2)Excludes broker commissions and excise tax accruals.

Item 3: Defaults Upon Senior Securities

Not applicable.

Item 4: Mine Safety Disclosures

Not applicable.

On May 12, 2023, Eddie Garcia, our Senior Vice President, Chief Product 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 May 10, 2024, subject to customary exceptions. His 10b5-1 Plan calls for the sale of a percentage of shares 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 thus the exact number of shares to be sold pursuant to Mr. Garcia’s 10b5-1 Plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the aggregate number of shares to be sold pursuant to Mr. Garcia’s 10b5-1 Plan is 18,476.

On May 16, 2023, Cornelius Boone, our Senior Vice President, Chief People Officer, adopted a 10b5-1 Plan, which is designed to be in effect until December 29, 2023, subject to customary exceptions. His 10b5-1 Plan calls for the sale of a percentage of shares 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 thus the exact number of shares to be sold pursuant to Mr. Boone’s 10b5-1 Plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the aggregate number of shares to be sold pursuant to Mr. Boone’s 10b5-1 Plan is 15,682.

The information required by this Item is set forth in the Index to Exhibits of this Quarterly Report.

INDEX TO EXHIBITS

Exhibit Number						Filed or furnished with this 10-Q						Description
3.01												Registrant’s Amended and Restated Certificate of Incorporation, as amended (filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on June 23, 2023 (File No. 001-37713) and incorporated herein by reference).
10.01+												eBay Inc. Equity Incentive Award Plan, as amended and restated (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on June 23, 2023 (File No. 001-37713) and incorporated herein by reference).
10.02						X						First Amendment, dated as of April 27, 2023, to Credit Agreement, dated as of March 6, 2020, by and among Registrant, JPMorgan Chase Bank, N.A., as Administrative Agent and the other parties thereto.
31.01						X						Certification of Registrant’s Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
31.02						X						Certification of Registrant’s Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.01						X						Certification of Registrant’s Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
32.02						X						Certification of Registrant’s Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
101						X						The following materials from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023 were formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheet, (ii) Condensed Consolidated Statement of Income, (iii) Condensed Consolidated Statement of Comprehensive Income, (iv) Condensed Consolidated Statement of Stockholders’ Equity and (v) Condensed Consolidated Statement of Cash Flows. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104						X						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

• Indicates a management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

						eBay Inc.
						Principal Executive Officer:
						By:			/s/ Jamie Iannone
									Jamie Iannone
									Chief Executive Officer
Date:			July 27, 2023
						Principal Financial Officer:
						By:			/s/ Steve Priest
									Steve Priest
									Chief Financial Officer
Date:			July 27, 2023
						Principal Accounting Officer:
						By:			/s/ Rebecca Spencer
									Rebecca Spencer
									Vice President, Chief Accounting Officer
Date:			July 27, 2023