eBay 10-Q 2024-03-31

Filed 2024-05-02. 8 sections, 208K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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 March 31, 2024

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

ebaynotma03.jpg

eBay Inc.

(Exact name of registrant as specified in its charter)

Delaware77-0430924
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2025 Hamilton Avenue
San Jose,California95125
(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 classTrading symbolName of exchange on which registered
Common stockEBAYThe 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 April 29, 2024, there were 506 million 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 1Financial Statements (unaudited)4
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations40
Item 3Quantitative and Qualitative Disclosures About Market Risk51
Item 4Controls and Procedures54
PART II: OTHER INFORMATION
Item 1Legal Proceedings55
Item 1ARisk Factors55
Item 2Unregistered Sales of Equity Securities and Use of Proceeds55
Item 3Defaults Upon Senior Securities55
Item 4Mine Safety Disclosures55
Item 5Other Information56
Item 6Exhibits57
Signatures58

PART I: FINANCIAL INFORMATION

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 (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 “anticipate,” “believe,” “commit,” “continue,” “could,” “design,” “develop,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “ongoing,” “opportunity,” “plan,” “possible,” “potential,” “seek,” “should,” “strategy,” “target,” “will,” “would” and other similar expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others:

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

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

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

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

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

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

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

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

*•*our reliance on third-party providers;

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

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

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

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

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

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

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

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

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

A more complete description of these risks and uncertainties is included in “Item 1A: Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), as well as in our 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.

Item 1. Financial Statements (unaudited)

Index

Page
Condensed Consolidated Balance Sheet as of March 31, 2024 and December 31, 20235
Condensed Consolidated Statement of Income for the three months ended March 31, 2024 and 20236
Condensed Consolidated Statement of Comprehensive Income for the three months ended March 31, 2024 and 20237
Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2024 and 20238
Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2024 and 20239
Notes to Condensed Consolidated Financial Statements11
Note 1 — The Company and Summary of Significant Accounting Policies11
Note 2 — Net Income Per Share14
Note 3 — Goodwill and Intangible Assets15
Note 4 — Segments16
Note 5 — Investments17
Note 6 — Derivative Instruments21
Note 7 — Fair Value Measurement of Assets and Liabilities25
Note 8 — Debt29
Note 9 — Supplemental Consolidated Financial Information31
Note 10 — Commitments and Contingencies33
Note 11 — Stockholders’ Equity35
Note 12 — Employee Benefit Plans36
Note 13 — Income Taxes37
Note 14 — Accumulated Other Comprehensive Income38
Note 15 — Restructuring39

eBay Inc.

CONDENSED CONSOLIDATED BALANCE SHEET

March 31, 2024December 31, 2023
(In millions, except par value)
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$2,130$1,985
Short-term investments1,7432,533
Equity investment in Adevinta4,2404,474
Customer accounts and funds receivable1,1081,013
Other current assets1,1851,011
Total current assets10,40611,016
Long-term investments1,5461,129
Property and equipment, net1,2811,243
Goodwill4,2354,267
Operating lease right-of-use assets469493
Deferred tax assets3,0523,089
Other assets429383
Total assets$21,418$21,620
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt$1,551$750
Accounts payable300267
Customer accounts and funds payable1,1451,054
Accrued expenses and other current liabilities1,9292,196
Income taxes payable308253
Total current liabilities5,2334,520
Operating lease liabilities362387
Deferred tax liabilities2,4172,408
Long-term debt6,1746,973
Other liabilities959936
Total liabilities15,14515,224
Commitments and Contingencies (Note 10)

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with the condensed consolidated financial statements and the related notes included in this report. This section of this Form 10-Q generally discusses items relating to the three-month periods ended March 31, 2024 and 2023 and quarter-to-quarter comparisons between the two periods.

OVERVIEW

Unless otherwise expressly stated or the context otherwise requires, when we refer to “we,” “our,” “us,” “eBay” or the “Company” in this Quarterly Report on Form 10-Q, we mean eBay Inc. and its consolidated subsidiaries.

Business

eBay Inc. is a global commerce leader that connects people and builds communities to create economic opportunity for all. Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive. Our Marketplace platforms, including our online marketplace located at www.ebay.com and its localized counterparts, our off-platform businesses in Japan and the United States, and our suite of mobile apps, together, create one of the world's largest and most vibrant marketplaces for discovering great value and unique selection.

In 2023 and extending into the first quarter of 2024, we experienced reduced traffic in most markets resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates and lower consumer confidence, which negatively impacted discretionary consumer spending. These trends are uncertain in duration and are expected to continue in 2024.

FX-Neutral Presentation

We present foreign exchange neutral (“FX-Neutral”) net revenues to supplement our results of operations presented in accordance with generally accepted accounting principles (“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. We define FX-Neutral net revenues as GAAP net revenues minus the exchange rate effect, which we calculate by applying prior period foreign currency exchange rates to current year transactional currency amounts, excluding hedging activity. We believe presenting FX-Neutral net revenues provides useful information to both management and investors by isolating the effects of foreign currency exchange rate fluctuations that may not be indicative of our core operating results. In addition, because we have historically reported certain FX-Neutral results to investors, we believe that the inclusion of these FX-Neutral measures provides consistency in our financial reporting. 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. FX-Neutral net revenues are not presented as an alternative to GAAP net revenues and should only be used to evaluate our results of operations in conjunction with GAAP net revenues.

Quarter Highlights

Net revenues increased 2% to $2,556 million during the three months ended March 31, 2024 compared to the same period in 2023. FX-Neutral net revenues (as defined above) increased 2% during the three months ended March 31, 2024 compared to the same period in 2023. Operating margin increased to 24.7% for the three months ended March 31, 2024 compared to 22.2% for the same period in 2023.

We generated cash flow from continuing operating activities of $615 million during the three months ended March 31, 2024 compared to $841 million in the same period in 2023.

We recorded $97 million of aggregate losses in gain (loss) on equity investments and warrant, net on our condensed consolidated statement of income during the three months ended March 31, 2024 compared to $198 million of aggregate gains recorded during the same period in 2023.

During the three months ended March 31, 2024, we made cash payments of $453 million related to the purchase of common stock and $139 million in dividends.

In April 2024, our Board declared a quarterly cash dividend of $0.27 per share of common stock to be paid on June 14, 2024 to stockholders of record as of May 31, 2024.

RESULTS OF OPERATIONS

We have one reportable segment to reflect the way management and our chief operating decision maker review and assess performance of the business. Our reportable segment is Marketplace, which includes our online marketplace located at www.ebay.com and its localized counterparts, our off-platform businesses in Japan and the United States, and our suite of mobile apps. 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

Net revenues primarily include final value fees, feature fees, fees to promote listings, payment services 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 March 31,
20242023% Change
Net revenues$2,556$2,5102%

Seasonality

We expect transaction activity patterns on our platforms to trend with general consumer buying patterns and expect that these trends will continue. Seasonal trends in net revenues may be influenced by macroeconomic conditions as well as the introduction and scaling of new products. 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 31June 30September 30December 31
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$2,500$2,562
% change from prior quarter—%1%(2)%2%
2024
Net revenues$2,556$—$—$—
% change from prior quarter0%

Net Revenues by Geography

Revenues are attributed to U.S. and international geographies primarily based upon the country in which the customer is located. The following table presents net revenues by geography for the periods indicated (in millions, except percentages):

Three Months Ended March 31,
20242023% Change
U.S.$1,302$1,2613%
Percentage of net revenues51%50%
International1,2541,2490%
Percentage of net revenues49%50%
Total net revenues (1)(2)$2,556$2,5102%

(1)Net revenues included $10 million of hedging losses during the three months ended March 31, 2024 compared to $29 million of hedging gains during the same period in 2023.

(2)Foreign currency movements relative to the U.S. dollar had a favorable impact of $14 million on net revenues during the three months ended March 31, 2024 compared to an unfavorable impact of $45 million during the same period in 2023. The effect of foreign currency exchange rate movements during the three months ended March 31, 2024 compared to the same period in 2023 was primarily attributable to the weakening of the U.S. dollar against the British pound and other major currencies.

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. We experienced elevated foreign currency volatility which we expect to continue throughout 2024. Through our hedging programs, we actively monitor foreign currency volatility and attempt to mitigate significant risk. As shown in the table above, we generate approximately half of our net revenues internationally. Therefore, we are subject to the risks related to conducting business in foreign countries as discussed in “Part I - Item 1A: Risk Factors” of the 2023 Form 10-K.

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.

FX-Neutral GMV is defined as GMV minus the exchange rate effect, which we calculate by applying prior period foreign currency exchange rates to current year transactional currency amounts.

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 and our key operating metrics of GMV and take rate for the periods indicated. The following table also presents a reconciliation of FX-Neutral net revenues and FX-Neutral GMV (each as defined above) to our reported net revenues and GMV for the periods indicated (in millions, except percentages):

Three Months Ended March 31,
20242023% Change
As Reported (1)Exchange Rate EffectFX-NeutralAs ReportedAs ReportedFX-Neutral
Net Revenues$2,556$14$2,542$2,5102%2%
GMV$18,623$172$18,451$18,4101%—%
Take rate13.72%13.63%0.09%

(1)Net revenues included $10 million of hedging losses during the three months ended March 31, 2024 compared to $29 million of hedging gains during the same period in 2023.

Net revenues increased primarily due to the investment in focus categories and a higher take rate driven by the expansion of promoted listings, eBay 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, elevated interest rates and lower consumer confidence, which negatively impacted discretionary consumer spending during the three months ended March 31, 2024 compared to the same period in 2023.

Net revenues continued to outpace GMV during the three months ended March 31, 2024 compared to the same period in 2023 primarily due to the benefit of a higher take rate. While we expect this trend to continue to a lesser extent in 2024, we still believe GMV 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 March 31,
20242023% Change
Cost of net revenues (1)(2)$700$700—%
Percentage of net revenues27%28%

(1)Cost of net revenues were net of immaterial hedging activity during the three months ended March 31, 2024 and 2023, respectively.

(2)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $3 million on cost of net revenues during the three months ended March 31, 2024 compared to a favorable impact of $12 million during the same period in 2023.

Cost of net revenues was flat during the three months ended March 31, 2024 compared to the same period in 2023 with a $26 million increase related to eBay International Shipping and an $11 million increase in cost of ads products, offset by a $26 million decrease due to the change in our estimate of the useful lives for our servers and networking equipment and an $11 million decrease in payment processing costs.

Operating Expenses

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

Three Months Ended March 31,
20242023% Change
Sales and marketing$541$5116%
Percentage of net revenues21%20%
Product development351352—%
Percentage of net revenues14%14%
General and administrative238297(20)%
Percentage of net revenues9%12%
Provision for transaction losses91848%
Percentage of net revenues4%3%
Amortization of acquired intangible assets48(50)%
Total operating expenses (1)(2)$1,225$1,252(2)%

(1)Operating expenses were net of immaterial hedging activity during the three months ended March 31, 2024 and 2023, respectively.

(2)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $4 million on operating expenses during the three months ended March 31, 2024 compared to a favorable impact of $30 million during the same period in 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.

The increase in sales and marketing expenses during the three months ended March 31, 2024 compared to the same period in 2023 was primarily due to a $38 million increase in advertising and marketing program costs (both online and offline), partially offset by a $14 million decrease in employee related costs.

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.

Product development expenses were flat during the three months ended March 31, 2024 compared to the same period in 2023. We have continued to innovate and modernize the shopping experience across our platforms powered by intelligent computing at scale.

Capitalized internal use and platform development costs were $29 million during the three months ended March 31, 2024 compared to $31 million during the same period in 2023. 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, legal expenses, restructuring, insurance premiums and professional fees. Our legal expenses, including those related to various ongoing legal proceedings, may fluctuate substantially from period to period.

The decrease in general and administrative expenses during the three months ended March 31, 2024 compared to the same period in 2023 was primarily due to a $51 million decrease in restructuring costs. See “Note 15 — Restructuring” to the condensed consolidated financial statements included in this report for more information on the restructuring.

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. 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 increase in provision for transaction losses during the three months ended March 31, 2024 compared to the same period in 2023 was primarily due to a $6 million increase related to a slight increase in buyer and seller fraud rates.

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, Gmarket and KakaoBank, 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 March 31,
20242023% Change
Unrealized change in fair value of equity investment in Adevinta$(234)$174234%
Unrealized change in fair value of equity investment in Gmarket(6)(11)(45)%
Unrealized change in fair value of equity investment in KakaoBank—(3)**
Change in fair value of warrant14938292%
Gain (loss) on other investments(6)—**
Total gain (loss) on equity investments and warrant, net$(97)$198(149)%
Percentage of net revenues(4)%8%

** Not meaningful

The change in gain (loss) on equity investments and warrant, net during the three months ended March 31, 2024 compared to the same period in 2023 was primarily driven by the change in the fair value of our equity investments in Adevinta and the warrant.

Interest Expense, Interest Income and Other, Net

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

Three Months Ended March 31,
20242023% Change
Interest expense$(66)$(68)(3)%
Percentage of net revenues(3)%(3)%
Interest income$61$4245%
Foreign exchange and other7—**
Total interest income and other, net$68$4262%
Percentage of net revenues3%2%

** Not meaningful

Interest expense decreased primarily due to a lower average notional amount of outstanding debt during the three months ended March 31, 2024 compared to the same period in 2023.

Interest income increased primarily due to higher yields on interest bearing instruments. We expect this trend to continue to a lesser extent in 2024.

Income Tax Provision

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

Three Months Ended March 31,
20242023
Income tax provision$97$161
Effective tax rate18.1%22.1%

The decrease in our effective tax rate for the three months ended March 31, 2024 compared to the same period in 2023 was primarily due to a recent California court ruling related to apportionment of dividends.

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 13 — Income Taxes” to the condensed consolidated financial statements included in this report for more information on estimated settlements within the next twelve months.

Liquidity and Capital Resources

Cash Flows

Three Months Ended March 31,
20242023
(In millions)
Net cash provided by (used in):
Continuing operating activities$615$841
Continuing investing activities250701
Continuing financing activities(686)(1,388)
Effect of exchange rates on cash, cash equivalents and restricted cash(11)5
Net increase (decrease) in cash, cash equivalents and restricted cash$168$159

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 $615 million in the three months ended March 31, 2024 compared to cash provided by continuing operating activities of $841 million in the three months ended March 31, 2023 was primarily attributable to working capital movements and changes in non-cash items during the three months ended March 31, 2024 compared to the same period in 2023.

Continuing Investing Activities

Cash provided by continuing investing activities of $250 million in the three months ended March 31, 2024 was primarily attributable to proceeds of $3.7 billion from the maturities and sales of investments, partially offset by cash paid for investments of $3.3 billion and property and equipment of $143 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 $686 million in the three months ended March 31, 2024 was primarily attributable to cash paid to repurchase $453 million of common stock and $139 million paid in cash dividends.

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 three months ended March 31, 2024 compared to the 2023 year-end rate.

Liquidity and Capital Resource Requirements

As of March 31, 2024 and December 31, 2023, we had assets classified as cash and cash equivalents as well as short-term and long-term non-equity investments, in an aggregate amount of $4.9 billion and $5.1 billion, respectively. These amounts do not include cash held on behalf of customers related to marketplace activity of $448 million and $481 million, respectively, which are recorded separately within customer accounts and funds receivable with a corresponding liability within customer accounts and funds payable in our condensed consolidated balance sheet. These amounts also do not include restricted cash held for purposes of safeguarding customer funds of $83 million and $27 million, respectively. 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, elevated interest rates 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.

We have certain fixed contractual obligations and commitments that include future estimated payments for general operating purposes. Changes in our business needs, contractual cancellation provisions, fluctuating interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of these payments. The following sections summarizes our fixed contractual obligations and commitments.

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 March 31, 2024, we had fixed-rate senior notes outstanding for an aggregate principal amount of $7.8 billion, with $1,550 million 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 March 31, 2024, 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 (the “Prior Credit Agreement”).

In January 2024, we terminated the Prior Credit Agreement and entered into a new credit agreement (the “Credit Agreement”) that provides for an unsecured $2.0 billion five-year revolving credit facility. We may also, subject to the agreement of the applicable lenders, increase the commitments under the revolving credit facility by up to $1.0 billion. Funds borrowed under the Credit Agreement may be used for working capital, capital expenditures, acquisitions and other general corporate purposes and will bear interest at either (i) a customary forward-looking term rate based on the secured overnight financing rate published by CME Group for the relevant interest period plus an adjustment of 0.1% or (ii) a customary base rate formula, plus a margin (based on our public debt ratings) ranging from 0% to 0.375%. The covenants of the Credit Agreement are discussed in “Note 8 — Debt” to the condensed consolidated financial statements included in this report. As of March 31, 2024, no borrowings were outstanding under our $2 billion Credit Agreement.

Income Taxes

We are unable to reasonably predict the timing of settlement of liabilities related to unrecognized tax benefits of $464 million included in other liabilities on our condensed consolidated balance sheet as of March 31, 2024. The timing of the resolution and/or closure of audits is highly uncertain, and it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. However, given the number of years remaining subject to examination and the number of matters being examined, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits.

As of March 31, 2024, 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 $2.0 billion. As we repatriate these funds to the United States, 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 United States. For additional details related to our income taxes, please see “Income Tax Provision” in our Results of Operations above and “Note 13 — 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.

In February 2024, our Board authorized an incremental $2.0 billion under our stock repurchase program in addition to the $4.0 billion previously authorized in 2022. The stock repurchase program has no expiration from the date of authorization.

During the three months ended March 31, 2024, we repurchased approximately $499 million of our common stock under our stock repurchase programs. As of March 31, 2024, a total of approximately $2.9 billion remained available for future repurchases of our common stock under our stock repurchase programs. See “Note 11 — 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 $139 million and $134 million in cash dividends during the three months ended March 31, 2024 and 2023, respectively. In April 2024, our Board declared a cash dividend of $0.27 per share of common stock to be paid on June 14, 2024 to stockholders of record as of May 31, 2024.

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 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 10 — Commitments and Contingencies” to the condensed consolidated financial statements included in this report for more information about our indemnification provisions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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 March 31, 2024, approximately 25% 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 March 31, 2024, the balance of our corporate debt and government bond securities was $2.8 billion, which represented approximately 27% 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) increase in interest rates would have resulted in a decrease in the fair value of our investments of $24 million and $20 million as of March 31, 2024 and December 31, 2023, 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 8 — 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 March 31, 2024, 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.

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 March 31, 2024, our equity investments totaled $4.8 billion, which represented approximately 47% 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 5 — 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 in “Note 6 — Derivative Instruments” to our condensed 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 March 31, 2024, 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 6 — 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 6 — 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 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 March 31, 2024. 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$20$(138)
Foreign exchange contracts - Not designated for hedge accounting$2$(150)

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 income 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 $2 million as of March 31, 2024 taking into consideration the offsetting effect of foreign exchange forwards in place as of March 31, 2024.

Item 4. Controls and Procedures

(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 March 31, 2024.

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

PART II: OTHER INFORMATION

Item 1: Legal Proceedings

The information set forth under “Note 10 — 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.

Item 1A. 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 the 2023 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 from those disclosed in the 2023 Form 10-K.

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

Issuer Purchases of Equity Securities

Stock repurchase activity during the three months ended March 31, 2024 was as follows:

Period EndedTotal Number of Shares PurchasedAverage Price Paid per Share (2)Total Number of Shares Purchased as Part of Publicly Announced ProgramsApproximate Dollar Value of Shares that May Yet be Purchased Under the Programs (1)
January 31, 2024—$——$3,447,400,208
February 29, 2024530,000$47.36530,000$3,422,298,242
March 31, 20249,249,711$51.239,249,711$2,948,472,287
9,779,7119,779,711

(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.

In February 2024, our Board authorized an incremental $2.0 billion under our stock repurchase program in addition to the $4.0 billion previously authorized in 2022. The stock repurchase program has no expiration from the date of authorization.

During the three months ended March 31, 2024, we repurchased approximately $499 million of our common stock under our stock repurchase programs. As of March 31, 2024 a total of approximately $2.9 billion remained available for future repurchases of our common stock.

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.

Item 5. Other Information

On February 29, 2024, 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 February 28, 2025, 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 28,566.

On March 15, 2024, Cornelius Boone, our Senior Vice President, Chief People Officer, adopted a 10b5-1 Plan, which is designed to be in effect until March 26, 2025, 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 25,298.

Item 6. Exhibits

The information required by this Item is set forth in the Index to Exhibits of this Quarterly Report on Form 10-Q.

INDEX TO EXHIBITS

Exhibit NumberFiled or furnished with this 10-QDescription
3.01Registrant’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).
3.02Registrant’s Amended and Restated Bylaws, as amended (filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the SEC on January 13, 2023 (File No. 001-37713) and incorporated herein by reference).
10.01Credit Agreement, dated as of January 25, 2024, by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on January 25, 2024 (File No. 001-37713) and incorporated herein by reference).
31.01XCertification of Registrant’s Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
31.02XCertification of Registrant’s Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.01XCertification of Registrant’s Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
32.02XCertification of Registrant’s Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
101XThe following materials from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2024 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.
104XCover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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:May 2, 2024
Principal Financial Officer:
By:/s/ Steve Priest
Steve Priest
Chief Financial Officer
Date:May 2, 2024
Principal Accounting Officer:
By:/s/ Rebecca Spencer
Rebecca Spencer
Vice President, Chief Accounting Officer
Date:May 2, 2024