Item 1. Financial Statements (unaudited)

138K characters. Original on sec.gov · Markdown

Item 1. Financial Statements (unaudited)

Index

Page
Condensed Consolidated Balance Sheet as of September 30, 2024 and December 31, 20235
Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2024 and 20236
Condensed Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2024 and 20237
Condensed Consolidated Statement of Stockholders’ Equity for the three and nine months ended September 30, 2024 and 20238
Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 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 Instruments22
Note 7 — Fair Value Measurement of Assets and Liabilities26
Note 8 — Debt30
Note 9 — Supplemental Consolidated Financial Information32
Note 10 — Commitments and Contingencies34
Note 11 — Stockholders’ Equity36
Note 12 — Employee Benefit Plans37
Note 13 — Income Taxes38
Note 14 — Accumulated Other Comprehensive Income39
Note 15 — Restructuring41

eBay Inc.

CONDENSED CONSOLIDATED BALANCE SHEET

September 30, 2024December 31, 2023
(In millions, except par value)
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$1,589$1,985
Short-term investments3,3022,533
Equity investment in Adevinta—4,474
Customer accounts and funds receivable9841,013
Other current assets1,1861,011
Total current assets7,06111,016
Long-term investments1,5341,129
Equity investment in Aurelia1,910—
Property and equipment, net1,2731,243
Goodwill4,3214,267
Operating lease right-of-use assets428493
Deferred tax assets2,9843,089
Other assets404383
Total assets$19,915$21,620
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt$1,243$750
Accounts payable283267
Customer accounts and funds payable1,0481,054
Accrued expenses and other current liabilities2,2752,196
Income taxes payable790253
Total current liabilities5,6394,520
Operating lease liabilities326387
Deferred tax liabilities1,7772,408
Long-term debt6,1756,973
Other liabilities578936
Total liabilities14,49515,224
Commitments and Contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.001 par value; 3,580 shares authorized; 482 and 517 shares outstanding22
Additional paid-in capital18,16117,792
Treasury stock at cost, 1,260 and 1,218 shares(50,382)(48,114)
Retained earnings37,40736,531
Accumulated other comprehensive income232185
Total stockholders’ equity5,4206,396
Total liabilities and stockholders’ equity$19,915$21,620

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

eBay Inc.

CONDENSED CONSOLIDATED STATEMENT OF INCOME

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(In millions, except per share amounts)
(Unaudited)
Net revenues$2,576$2,500$7,704$7,550
Cost of net revenues7277052,1622,123
Gross profit1,8491,7955,5425,427
Operating expenses:
Sales and marketing5925671,7101,644
Product development3744011,1041,145
General and administrative194283673831
Provision for transaction losses8985266259
Amortization of acquired intangible assets541417
Total operating expenses1,2541,3403,7673,896
Income from operations5954551,7751,531
Interest and other:
Gain (loss) on equity investments and warrant, net1991,212(120)1,196
Interest expense(63)(65)(194)(198)
Interest income and other, net6659200147
Income from continuing operations before income taxes7971,6611,6612,676
Income tax provision(161)(355)(360)(629)
Income from continuing operations6361,3061,3012,047
Loss from discontinued operations, net of income taxes(2)(1)(5)(4)
Net income$634$1,305$1,296$2,043
Income per share - basic:
Continuing operations$1.31$2.47$2.59$3.84
Discontinued operations——(0.01)(0.01)
Net income per share - basic$1.31$2.47$2.58$3.83
Income per share - diluted:
Continuing operations$1.29$2.46$2.57$3.81
Discontinued operations——(0.01)(0.01)
Net income per share - diluted$1.29$2.46$2.56$3.80
Weighted-average shares:
Basic487529502533
Diluted494532507537

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

eBay Inc.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(In millions)
(Unaudited)
Net income$634$1,305$1,296$2,043
Other comprehensive income (loss), net of reclassification adjustments:
Foreign currency translation gains (losses)66(30)13(66)
Unrealized gains on investments, net31134532
Tax expense on unrealized gains on investments, net(7)(3)(11)(7)
Unrealized gains (losses) on hedging activities, net(29)40—(50)
Tax benefit (expense) on unrealized gains (losses) on hedging activities, net6(8)—11
Other comprehensive income (loss), net of tax671247(80)
Comprehensive income$701$1,317$1,343$1,963

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

eBay Inc.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(In millions, except per share amounts)
(Unaudited)
Common stock:
Balance, beginning of period$2$2$2$2
Common stock issued————
Common stock repurchased————
Balance, end of period2222
Additional paid-in-capital:
Balance, beginning of period18,05817,52917,79217,279
Common stock and stock-based awards issued——5348
Tax withholdings related to net share settlements of restricted stock units and awards(50)(38)(146)(126)
Stock-based compensation147144448426
Other641412
Balance, end of period18,16117,63918,16117,639
Treasury stock at cost:
Balance, beginning of period(49,626)(47,205)(48,114)(46,702)
Common stock repurchased(756)(657)(2,268)(1,160)
Balance, end of period(50,382)(47,862)(50,382)(47,862)
Retained earnings:
Balance, beginning of period36,91034,77536,53134,315
Net income6341,3051,2962,043
Dividends and dividend equivalents declared(137)(139)(420)(417)
Balance, end of period37,40735,94137,40735,941
Accumulated other comprehensive income:
Balance, beginning of period165167185259
Foreign currency translation adjustment66(30)13(66)
Change in unrealized gains on investments31134532
Change in unrealized gains (losses) on derivative instruments(29)40—(50)
Tax benefit (provision) on above items(1)(11)(11)4
Balance, end of period232179232179
Total stockholders’ equity$5,420$5,899$5,420$5,899
Dividends and dividend equivalents declared per share or restricted stock unit$0.27$0.25$0.81$0.75

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

eBay Inc.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Nine Months Ended September 30,
20242023
(In millions)
(Unaudited)
Cash flows from operating activities:
Net income$1,296$2,043
Loss from discontinued operations, net of income taxes54
Adjustments:
Provision for transaction losses266259
Depreciation and amortization245305
Stock-based compensation446426
Loss on investments and other, net8488
Deferred income taxes(534)95
Change in fair value of warrant(120)40
Change in fair value of equity investment in Adevinta156(1,331)
Changes in assets and liabilities, net of acquisition effects(107)379
Net cash provided by continuing operating activities1,7372,308
Net cash used in discontinued operating activities—(4)
Net cash provided by operating activities1,7372,304
Cash flows from investing activities:
Purchases of property and equipment(341)(330)
Purchases of investments(11,472)(10,607)
Maturities of investments10,42111,499
Proceeds from sale of shares in Adevinta2,410—
Other(67)(42)
Net cash provided by investing activities951520
Cash flows from financing activities:
Proceeds from issuance of common stock5848
Repurchases of common stock(2,238)(1,118)
Payments for taxes related to net share settlements of restricted stock units and awards(136)(136)
Payments for dividends(405)(399)
Repayment of debt(750)(1,150)
Borrowings under commercial paper program441—
Net funds receivable and payable activity230684
Other(14)—
Net cash used in financing activities(2,814)(2,071)
Effect of exchange rate changes on cash, cash equivalents and restricted cash5(16)
Net increase (decrease) in cash, cash equivalents and restricted cash(121)737
Cash, cash equivalents and restricted cash at beginning of period2,4932,272
Cash, cash equivalents and restricted cash at end of period$2,372$3,009

eBay Inc.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS—(Continued)

Nine Months Ended September 30,
20242023
(In millions)
(Unaudited)
Supplemental cash flow disclosures:
Cash paid for:
Interest$179$192
Income taxes$640$97

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

September 30,
20242023
(In millions)
(Unaudited)
Cash and cash equivalents$1,589$2,550
Customer accounts (including restricted cash of $185 and $0, respectively)679430
Restricted cash included in other current assets10225
Restricted cash included in other assets24
Cash, cash equivalents and restricted cash$2,372$3,009

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

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — The Company and Summary of Significant Accounting Policies

The Company

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

When we refer to “we,” “our,” “us,” the “Company” or “eBay” in this 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.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including but not limited to those related to provisions for transaction losses, legal contingencies, income taxes, revenue recognition, stock-based compensation, investments including level 3 investments in Gmarket Global LLC (“Gmarket”), warrants and the recoverability of goodwill and intangible assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates.

We review the useful lives of equipment on an ongoing basis, and effective January 1, 2024 we changed our estimate of the useful lives for our servers and networking equipment from three years to four years. The longer useful lives are due to continuous improvements in our hardware, software, and data center designs. The effect of this change in estimate for the three months ended September 30, 2024, based on servers and network equipment that were included in “Property and equipment, net” as of December 31, 2023 and those acquired during the nine months ended September 30, 2024, was a reduction in depreciation expense of $14 million and an increase to net income of $11 million, or $0.02 per basic share and $0.02 per diluted share. The effect of this change in estimate for the nine months ended September 30, 2024, based on servers and network equipment that were included in “Property and equipment, net” as of December 31, 2023 and those acquired during the nine months ended September 30, 2024, was a reduction in depreciation expense of $57 million and an increase to net income of $45 million, or $0.09 per basic share and $0.09 per diluted share.

Principles of Consolidation and Basis of Presentation

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

For equity method investments, our share of the investees’ results of operations is included in “Interest income and other, net” and investment balances are included in “Long-term investments”. For equity method investments under the fair value option, the change in fair value of the investment is included in “Gain (loss) on equity investments and warrant, net” and investment balances are included in “Long-term investments”, other than our equity interest in Adevinta ASA (“Adevinta”), which was included in the “Current assets” section on the condensed consolidated balance sheet as of December 31, 2023 as discussed in “Note 5 — Investments.”

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Investments in entities where we hold less than a 20% ownership interest are generally accounted for as equity investments to be measured at fair value, under an election, or at cost if it does not have readily determinable fair value, in which case the carrying value would be adjusted upon the occurrence of an observable price change in an orderly transaction for identical or similar instruments or impairment.

These condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). We have evaluated all subsequent events through the date these condensed consolidated financial statements were issued. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the condensed consolidated financial position, results of operations and cash flows for these interim periods.

Effective January 1, 2024, certain immaterial prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes. Specifically, immaterial restricted cash balances previously reported as components of “Short-term investments” and “Long-term investments” are now reported within the “Other current assets” and “Other assets” sections, respectively, in our condensed consolidated balance sheet.

Significant Accounting Policies

There were no significant changes to our significant accounting policies disclosed in “Note 1 — The Company and Summary of Significant Accounting Policies” in our 2023 Form 10-K, except customer accounts and funds receivable and cash, cash equivalents and restricted cash resulting from a change in our approach to safeguarding customer funds beginning in the first quarter of 2024, as noted below.

Customer accounts and funds receivable

Customer accounts represent cash received from buyers that is held by financial institutions. Due to safeguarding requirements in certain regions, a portion of this balance is considered restricted. Funds receivable represents customer cash in transit and held by payment processors. These balances are associated with marketplace activity and are awaiting payment to sellers.

We are exposed to credit losses from customer accounts and funds receivable balances held by third party financial institutions and payment processors. We assess these balances for credit loss based on a review of the average period for which the funds are held, current credit ratings and our assessment of the probability of default and loss given default models. In the first nine months of 2024 and 2023, no credit-related losses were recorded.

Cash, cash equivalents and restricted cash

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

We consider cash to be restricted when withdrawal or general use is legally restricted. Restricted cash is held in interest bearing accounts for letters of credit related to our global sabbatical program and for certain amounts related to other compensation arrangements held in escrow. We also hold restricted cash in segregated bank accounts for purposes of safeguarding customer funds.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures. The new guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses enabling investors to better understand an entity’s overall performance and assess potential future cash flows. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The standard will be effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-08—Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The new guidance addresses the accounting and disclosure requirements for certain crypto assets and requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The standard is effective for annual reporting periods beginning after December 15, 2024, including interim reporting periods within those fiscal years. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance is intended to further standardize income tax disclosures primarily related to the presentation of the effective tax rate reconciliation and income taxes paid information in our financial statements and disclosures. The standard is effective for annual reporting periods beginning after December 15, 2024. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 2 — Net Income Per Share

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

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Numerator:
Income from continuing operations$636$1,306$1,301$2,047
Loss from discontinued operations, net of income taxes(2)(1)(5)(4)
Net income$634$1,305$1,296$2,043
Denominator:
Weighted average shares of common stock - basic487529502533
Dilutive effect of equity incentive awards7354
Weighted average shares of common stock - diluted494532507537
Income per share - basic:
Continuing operations$1.31$2.47$2.59$3.84
Discontinued operations——(0.01)(0.01)
Net income per share - basic$1.31$2.47$2.58$3.83
Income per share - diluted:
Continuing operations$1.29$2.46$2.57$3.81
Discontinued operations——(0.01)(0.01)
Net income per share - diluted$1.29$2.46$2.56$3.80
Common stock equivalents excluded from income per diluted share because their effect would have been anti-dilutive4101310

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 3 — Goodwill and Intangible Assets

Goodwill

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

December 31, 2023Goodwill AcquiredAdjustmentsSeptember 30, 2024
Goodwill$4,267$54$—$4,321

Goodwill acquired during the nine months ended September 30, 2024 relates to the second quarter acquisition of Goldin, a leading U.S.-based auction house for high-value trading cards and collectibles. The adjustments to goodwill during the nine months ended September 30, 2024 were immaterial.

Intangible Assets

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

September 30, 2024December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted Average Useful Life (Years)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted Average Useful Life (Years)
Intangible assets:
Customer lists and user base$253$(203)$508$245$(203)$428
Marketing related101(61)40779(58)216
Developed technologies239(201)384240(191)494
All other159(158)13159(157)23
Total$752$(623)$129$723$(609)$114

For the three and nine months ended September 30, 2024, amortization expense for intangible assets was $10 million and $27 million, respectively, compared to $8 million and $26 million during the same periods in 2023.

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

September 30, 2024
Remaining 2024$11
202539
202629
202724
20287
Thereafter19
Total$129

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 4 — Segments

We have one operating and reportable segment. 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. Our management and our chief operating decision maker review financial information presented on a consolidated basis for purposes of allocating resources and evaluating performance and do not evaluate using asset information.

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

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
U.S.$1,302$1,259$3,897$3,785
United Kingdom3974061,1791,200
China293264859764
Germany238235727731
Rest of world3463361,0421,070
Total net revenues$2,576$2,500$7,704$7,550

Net revenues, inclusive of the effects of foreign exchange during each period, are attributed to U.S. and international geographies primarily based upon the country in which the seller is located or the service is provided.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 5 — Investments

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

September 30, 2024
Gross Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Short-term investments:
Corporate debt securities$2,585$3$(3)$2,585
Government and agency securities724—(7)717
$3,309$3$(10)$3,302
Long-term investments:
Corporate debt securities$655$10$(1)$664
Government and agency securities2941(3)292
$949$11$(4)$956
December 31, 2023
Gross Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Short-term investments:
Corporate debt securities$2,170$—$(8)$2,162
Government and agency securities382—(11)371
$2,552$—$(19)$2,533
Long-term investments:
Corporate debt securities$338$—$(10)$328
Government and agency securities287—(16)271
$625$—$(26)$599

Our fixed-income investments consist of predominantly investment grade corporate debt securities and government and agency securities. The corporate debt and government and agency securities that we invest in are generally deemed to be low risk based on their credit ratings from major rating agencies.

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

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We regularly review investment securities for credit impairment using both qualitative and quantitative criteria. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded through interest income and other, net for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. We did not recognize any credit-related impairment through an allowance for credit losses as of September 30, 2024.

Investment securities in a continuous loss position for less than 12 months had an estimated fair value of $1.3 billion and unrealized losses of $1 million as of September 30, 2024 compared to an estimated fair value of $1.5 billion and unrealized losses of $2 million as of December 31, 2023. Investment securities in a continuous loss position for greater than 12 months had an estimated fair value of $728 million and unrealized losses of $13 million as of September 30, 2024 compared to an estimated fair value of $1.1 billion and unrealized losses of $43 million as of December 31, 2023. Refer to “Note 14 — Accumulated Other Comprehensive Income” for amounts reclassified to earnings from unrealized gains and losses.

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

September 30, 2024
One year or less$3,302
One year through two years369
Two years through three years582
Three years through four years—
Four years through five years—
Thereafter5
Total$4,258

Equity Investments

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

Balance Sheet LocationSeptember 30, 2024December 31, 2023
Equity investment in AdevintaEquity investment in Adevinta$—$4,474
Equity investment in AureliaEquity investment in Aurelia1,910—
Other equity investments under the fair value optionLong-term investments378382
Other equity investments without readily determinable fair valuesLong-term investments14493
Equity investments under the equity method of accountingLong-term investments5655
Total equity investments$2,488$5,004

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Equity investments under the fair value option

Equity Investment in Adevinta

Upon completion of the transfer of our Classifieds business to Adevinta in 2021, we received an equity investment of 44% in Adevinta valued at $10.8 billion at the close of the transfer. In the fourth quarter of 2021, we completed the sale of approximately 135 million of our voting shares in Adevinta to Permira, inclusive of the option exercised by Permira to purchase additional voting shares, for total cash consideration of approximately $2.3 billion, which reduced our ownership in Adevinta to 33%.

At the initial recognition of this equity investment in Adevinta, we elected the fair value option where subsequent changes in fair value are recognized in “Gain (loss) on equity investments and warrant, net” in the condensed consolidated statement of income. The investment was reported within the “Current assets” section in our condensed consolidated balance sheet and was classified within Level 1 in the fair value hierarchy. Refer to “Note 7 — Fair Value Measurement of Assets and Liabilities” for more information. The fair value of the investment was $4,474 million as of December 31, 2023.

On May 29, 2024, we completed the previously announced sale of (1) 227 million Adevinta shares to Aurelia BidCo 1 Norway AS in exchange for approximately $2.4 billion in cash and (2) 177 million Adevinta shares to Aurelia Netherlands TopCo B.V. (“Aurelia”) in exchange for the issuance of 177 million shares of the new entity, Aurelia (collectively, the “Transactions”) valued at $1.9 billion and representing approximately 18.3% ownership of the outstanding equity of Aurelia as of the date of the Transactions. The equity investment in Aurelia is accounted for under the measurement alternative as we are not able to exercise significant influence based on the governance structure defined in the terms of the Transaction Completion Agreement and the Aurelia Shareholder Agreement. Refer to "Equity investments without readily determinable fair values” below for additional information.

For the nine months ended September 30, 2024, an unrealized loss of $234 million and a realized gain on sale of $78 million were recorded in “Gain (loss) on equity investments and warrant, net” on our condensed consolidated statement of income related to the sale of the investment in Adevinta.

In connection with the Transactions, during the nine months ended September 30, 2024 we reduced “Deferred tax liabilities” by $456 million and increased “Income taxes payable” by $458 million on our condensed consolidated balance sheet related to the taxable gain on disposition of Adevinta shares.

For the three and nine months ended September 30, 2023, unrealized gains of $1,367 million and $1,331 million, respectively, were recorded in “Gain (loss) on equity investments and warrant, net” on our condensed consolidated statement of income related to the change in fair value of the investment in Adevinta.

Other equity investments under the fair value option

Equity investment in Gmarket

In 2021, we completed the sale of 80.01% of the outstanding equity interests of eBay Korea to Emart. Upon completion of the sale, we retained 19.99% of the outstanding equity interest of the new entity, Gmarket, over whom we are able to exercise significant influence based on the terms of the securities purchase agreement, including through our board representation. Our equity investment in Gmarket was valued at $728 million as of the transaction close date.

At the initial recognition of this equity investment, we elected the fair value option where subsequent changes in fair value are recognized in “Gain (loss) on equity investments and warrant, net” in the condensed consolidated statement of income. The investment is reported within “Long-term investments” in our condensed consolidated balance sheet and is 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. We believe the fair value option election creates more transparency of the current value in the equity investment in Gmarket. Refer to “Note 7 — Fair Value Measurement of Assets and Liabilities” for more information.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the three and nine months ended September 30, 2024, unrealized gains of $16 million and unrealized losses of $12 million, respectively, related to the change in fair value of the investment were recorded in “Gain (loss) on equity investments and warrant, net” on our condensed consolidated statement of income compared to $43 million and $83 million of unrealized losses recorded during the same periods in 2023. The fair value of the investment was $323 million and $335 million as of September 30, 2024 and December 31, 2023, respectively.

Other investments

Certain other individually immaterial equity investments aggregating to $55 million as of September 30, 2024 and $47 million as of December 31, 2023 are measured at fair value using the net asset value per share (or its equivalent) practical expedient, and have not been classified in the fair value hierarchy. Refer to “Note 7 — Fair Value Measurement of Assets and Liabilities” for more information.

Equity investments without readily determinable fair values

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

Equity investment in Aurelia

As discussed in the “Equity Investment in Adevinta” section above, our equity investment in Aurelia is accounted for under the measurement alternative as we are not able to exercise significant influence over Aurelia. For the three and nine months ended September 30, 2024, no upward or downward adjustments to the carrying value of our equity investment in Aurelia were recorded. The carrying value of the investment was $1.9 billion as of September 30, 2024.

In connection with the Transactions discussed above, we also granted Aurelia UK Feederco Limited a six month option to purchase Aurelia shares (the "Aurelia Option"), which, if exercised, would reduce our ownership in Aurelia to approximately 8.3% of the outstanding equity of Aurelia. The Aurelia Option is reported within the “Current liabilities” section in our condensed consolidated balance sheet and is 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. The Aurelia Option was valued at $74 million as of September 30, 2024. Refer to “Note 7 — Fair Value Measurement of Assets and Liabilities” for more information.

Other equity investments without readily determinable fair values

For the three and nine months ended September 30, 2024, we recorded additions of $10 million and $51 million compared to immaterial additions during the same periods in 2023. The change in value of our other equity method investments without readily determinable fair values for each of the three and nine-month periods ended September 30, 2024 and 2023 was immaterial both individually and in the aggregate.

Other equity method investments

We account for certain other individually immaterial equity investments through which we exercise significant influence but do not have control over the investee under the equity method. Our consolidated results of operations include, as a component of “Interest income and other, net”, our share of the net income or loss of the equity investments. Equity method investments are presented within “Long-term investments” in our condensed consolidated balance sheet. Our share of the net income or loss of equity method investments for each of the three and nine-month periods ended September 30, 2024 and 2023 was immaterial both individually and in the aggregate.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Gains and losses on equity investments

The following table summarizes unrealized gains and losses on equity investments held as of September 30, 2024 and presented within “Gain (loss) on equity investments and warrant, net” for the periods indicated (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net gains (losses) recognized during the period on equity investments$19$1,321$(166)$1,236
Less: Net gains recognized during the period on equity investments sold during the period——78—
Total unrealized gains (losses) on equity investments held, end of period$19$1,321$(244)$1,236

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 6 — Derivative Instruments

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

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

Cash Flow Hedges

For derivative instruments that are designated as cash flow hedges, the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income (“AOCI”) and subsequently reclassified into earnings in the same period the forecasted hedged transaction affects earnings. Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Unrealized gains and losses in AOCI associated with such derivative instruments are immediately reclassified into earnings. As of September 30, 2024, we have estimated that approximately $38 million of net derivative losses related to our foreign exchange cash flow hedges and $8 million of net derivative gains related to our interest rate cash flow hedges included in AOCI will be reclassified into earnings within the next 12 months. We classify cash flows related to our cash flow hedges as operating activities in our condensed consolidated statement of cash flows.

Non-Designated Hedges

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

Warrant

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

The warrant is accounted for as a derivative under ASC Topic 815, Derivatives and Hedging. We report the warrant at fair value within “Other current assets” in our condensed consolidated balance sheet and changes in the fair value of the warrant are recognized in “Gain (loss) on equity investments and warrant, net” in our condensed consolidated statement of income. The day-one value attributable to the other side of the warrant, which was recorded as a deferred credit, is reported within “Other liabilities” in our condensed consolidated balance sheet and is amortized over the life of the commercial arrangement. See “Note 7 — Fair Value Measurement of Assets and Liabilities” for information about the fair value measurement of the warrant.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On October 15, 2024, we met the processing volume milestone target to vest the second tranche of the Adyen warrant. Upon vesting of the second tranche, we exercised the option to purchase approximately 404 thousand shares of Adyen valued at $630 million on the settlement date of October 30, 2024 in exchange for $108 million in cash.

Fair Value of Derivative Contracts

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

Balance Sheet LocationSeptember 30, 2024December 31, 2023
Derivative Assets:
Foreign exchange contracts designated as cash flow hedgesOther current assets$7$10
Foreign exchange contracts not designated as hedging instrumentsOther current assets913
WarrantOther current assets484364
Foreign exchange contracts designated as cash flow hedgesOther assets69
Total derivative assets$506$396
Derivative Liabilities:
Foreign exchange contracts designated as cash flow hedgesOther current liabilities$7$14
Foreign exchange contracts not designated as hedging instrumentsOther current liabilities1319
Total derivative liabilities$20$33
Total fair value of derivative instruments$486$363

Under the master netting agreements with the respective counterparties to our derivative contracts, subject to applicable requirements, we are allowed to net settle transactions of the same type with a single net amount payable by one party to the other. However, we have elected to present the derivative assets and derivative liabilities on a gross basis in our condensed consolidated balance sheet. As of September 30, 2024, the potential effect of rights of set-off associated with the foreign exchange contracts would be an offset to both assets and liabilities by $14 million, resulting in net derivative assets of $8 million and net derivative liabilities of $6 million. As of September 30, 2024, there was no potential effect of rights of set-off associated with the interest rate contracts as there were no asset positions.

Effect of Derivative Contracts on Accumulated Other Comprehensive Income

The following tables present the activity of derivative instruments designated as cash flow hedges gross of tax as of September 30, 2024 and December 31, 2023, and the impact of these derivative contracts on AOCI as of the dates indicated (in millions):

December 31, 2023Amount of Loss Recognized in Other Comprehensive IncomeLess: Amount of Gain (Loss) Reclassified From AOCI to EarningsSeptember 30, 2024
Foreign exchange contracts designated as cash flow hedges$(64)$(26)$(32)$(58)
Interest rate contracts designated as cash flow hedges51—645
Total$(13)$(26)$(26)$(13)

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

December 31, 2022Amount of Gain Recognized in Other Comprehensive IncomeLess: Amount of Gain Reclassified From AOCI to EarningsSeptember 30, 2023
Foreign exchange contracts designated as cash flow hedges$52$2$43$11
Interest rate contracts designated as cash flow hedges62—953
Total$114$2$52$64

Effect of Derivative Contracts on Condensed Consolidated Statement of Income

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Foreign exchange contracts designated as cash flow hedges recognized in net revenues$(11)$2$(31)$45
Foreign exchange contracts designated as cash flow hedges recognized in cost of net revenues(1)(1)(1)(2)
Foreign exchange contracts not designated as hedging instruments recognized in interest income and other, net(16)(2)44
Total gain (loss) recognized from foreign exchange derivative contracts in the condensed consolidated statement of income$(28)$(1)$(28)$47

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Gain from interest rate contracts designated as cash flow hedges recognized in interest expense$2$2$6$9
Gain from interest rate contracts designated as fair value hedges recognized in interest expense——2—
Total gain recognized from interest rate derivative contracts in the condensed consolidated statement of income$2$2$8$9

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Gain (loss) attributable to changes in the fair value of warrant recognized in gain (loss) on equity investments and warrant, net$145$(109)$120$(40)

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Notional Amounts of Derivative Contracts

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

September 30, 2024December 31, 2023
Foreign exchange contracts designated as cash flow hedges$1,395$1,699
Foreign exchange contracts not designated as hedging instruments1,5092,225
Total$2,904$3,924

Credit Risk

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

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 7 — Fair Value Measurement of Assets and Liabilities

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

September 30, 2024Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Assets:
Cash, cash equivalents and restricted cash
Cash and cash equivalents$1,589$1,589$—$—
Customer accounts679679——
Restricted cash included in other current assets102102——
Restricted cash included in other assets22——
Total cash, cash equivalents and restricted cash2,3722,372——
Derivatives506—22484
Short-term investments:
Corporate debt securities2,585—2,585—
Government and agency securities717—717—
Total short-term investments3,302—3,302—
Long-term investments:
Corporate debt securities664—664—
Government and agency securities292—292—
Equity investment under the fair value option323——323
Total long-term investments1,279—956323
Total financial assets$7,459$2,372$4,280$807
Liabilities:
Aurelia option$74$—$—$74
Derivatives$20$—$20$—

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

December 31, 2023Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Assets:
Cash, cash equivalents and restricted cash
Cash and cash equivalents$1,985$1,985$—$—
Customer accounts481481——
Restricted cash included in other current assets2323——
Restricted cash included in other assets44——
Total cash, cash equivalents and restricted cash2,4932,493——
Equity investment in Adevinta4,4744,474——
Derivatives396—32364
Short-term investments:
Corporate debt securities2,162—2,162—
Government and agency securities371—371—
Total short-term investments2,533—2,533—
Long-term investments:
Corporate debt securities328—328—
Government and agency securities271—271—
Equity investment under the fair value option335——335
Total long-term investments934—599335
Total financial assets$10,830$6,967$3,164$699
Liabilities:
Other liabilities$10$—$—$10
Derivatives$33$—$33$—

Our financial assets and liabilities are valued using market prices on both active markets (Level 1), less active markets (Level 2) and little or no market activity (Level 3). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. We did not have any transfers of financial instruments between valuation levels during the nine months ended September 30, 2024.

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

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair value measurement of derivative instruments

The majority of our derivative instruments are valued using pricing models that take into account the contract terms as well as multiple inputs where applicable, such as equity prices, interest rate yield curves, option volatility and currency rates. Our warrant, which is accounted for as a derivative instrument, is valued using a Black-Scholes model. Key assumptions used in the valuation include risk-free interest rates, Adyen’s common stock price, equity volatility and common stock outstanding, exercise price, and details specific to the warrant. The value is also probability adjusted for management’s assumptions with respect to vesting of the remaining three tranches which are each subject to meeting processing volume milestone targets. These assumptions and the probability of meeting processing volume milestone targets may have a significant impact on the value of the warrant. Refer to “Note 6 — Derivative Instruments” for further details on our derivative instruments.

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

September 30, 2024December 31, 2023
Opening balance at beginning of period$364$214
Change in fair value120150
Closing balance at end of period$484$364

The following table presents quantitative information about Level 3 significant unobservable inputs used in the fair value measurement of the warrant as of September 30, 2024 (in millions, except percentages):

Fair valueValuation techniqueUnobservable Input (1)Range (weighted average)
Warrant$484Black-Scholes and Monte CarloProbability of vesting0.0% - 95.0% (80.4%)
Equity volatility(40%)

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

Fair value measurement of equity investments

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

Our equity investment in Adevinta was accounted for under the fair value option and classified within Level 1 in the fair value hierarchy as the fair value was measured based on Adevinta’s closing stock price and prevailing foreign exchange rate at each balance sheet date.

Our equity investment in Gmarket is accounted for under the fair value option.

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

September 30, 2024December 31, 2023
Opening balance at beginning of period$335$431
Change in fair value(12)(96)
Closing balance at end of period$323$335

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

This investment is classified within Level 3 in the fair value hierarchy as valuation of the investment reflects management’s estimate of assumptions that market participants would use in pricing the asset. The following table presents quantitative information about Level 3 significant unobservable inputs used in the fair value measurement of the equity investment in Gmarket as of September 30, 2024 that may have a significant impact on the overall valuation (in millions, except multiples):

Fair valueValuation techniqueUnobservable Input (1)Range
Equity investment in Gmarket$323Market multiplesRevenue multiple — GPC method0.7x — 2.0x
Revenue multiple — GMAC method0.9x — 1.8x

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

Certain other immaterial equity investments under the fair value option aggregating to $55 million as of September 30, 2024 and $47 million as of December 31, 2023 are measured at fair value using the net asset value per share (or its equivalent) practical expedient, and have not been classified in the fair value hierarchy.

Refer to “Note 5 — Investments” for further details about our equity investments.

Fair value measurement of Aurelia Option

In connection with the Transactions discussed in “Note 5 — Investments”, we granted Aurelia UK Feederco Limited the Aurelia Option, which, if exercised, would reduce our ownership in Aurelia to approximately 8.3% of the outstanding equity of Aurelia. The Aurelia Option is valued using a Black-Scholes model where key inputs and assumptions used in the valuation include risk-free interest rates, the common stock price as of September 30, 2024, equity volatility, exercise price, and details specific to the Aurelia Option. The Aurelia Option is reported within the “Current liabilities” section in our condensed consolidated balance sheet and is 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. The Aurelia Option was valued at $74 million as of September 30, 2024.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 8 — Debt

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

Coupon RateSeptember 30, 2024Effective Interest RateDecember 31, 2023Effective Interest Rate
Long-Term Debt
Senior Notes:
Senior notes due 20243.450%$——%$7503.531%
Senior notes due 20251.900%8001.803%8001.803%
Senior notes due 20255.900%4256.036%4256.036%
Senior notes due 20261.400%7501.252%7501.252%
Senior notes due 20273.600%8503.689%8503.689%
Senior notes due 20275.950%3006.064%3006.064%
Senior notes due 20302.700%9502.623%9502.623%
Senior notes due 20312.600%7502.186%7502.186%
Senior notes due 20326.300%4256.371%4256.371%
Senior notes due 20424.000%7504.114%7504.114%
Senior notes due 20513.650%1,0002.517%1,0002.517%
Total senior notes7,0007,750
Hedge accounting fair value adjustments (1)—2
Unamortized discount and debt issuance costs(25)(29)
Less: Current portion of long-term debt(800)(750)
Total long-term debt6,1756,973
Short-Term Debt
Current portion of long-term debt800750
Commercial paper450—
Unamortized discount and debt issuance costs(7)—
Total short-term debt1,243750
Total Debt$7,418$7,723

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

Senior Notes

On August 1, 2024, we repaid the $750 million aggregate principal amount of our previously outstanding 3.450% senior notes on the date of maturity.

In January 2023, we repaid the $1.2 billion aggregate principal amount of our previously outstanding floating rate and 2.750% senior notes on the date of maturity.

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

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

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

The effective interest rates for our senior notes include the interest payable, the amortization of debt issuance costs and the amortization of any original issue discount and premium on these senior notes. Interest on these senior notes is payable either quarterly or semiannually. Interest expense associated with these senior notes, including amortization of debt issuance costs, was approximately $60 million and $189 million during the three and nine months ended September 30, 2024 compared to $65 million and $196 million during the same periods in 2023. As of September 30, 2024 and December 31, 2023, the estimated fair value of these senior notes, using Level 2 inputs, was approximately $6.5 billion and $7.1 billion, respectively.

Commercial Paper

We have a commercial paper program pursuant to which we may issue commercial paper notes in an aggregate principal amount at maturity of up to $1.5 billion outstanding at any time with maturities of up to 397 days from the date of issue. During the three and nine months ended September 30, 2024, we issued and repaid $180 million of commercial paper notes with original maturities less than 90 days and issued $450 million of commercial paper notes with original maturities greater than 90 days. As of September 30, 2024, we had $450 million of commercial paper notes outstanding with a weighted average interest rate of 5.09% per annum, and a weighted average remaining term of 114 days. As of December 31, 2023, there were no commercial paper notes outstanding.

Credit Agreement

In March 2020, we entered into a credit agreement that provided 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%.

As of September 30, 2024, no borrowings were outstanding under our $2.0 billion Credit Agreement. However, as described above, we have an up to $1.5 billion commercial paper program and are required to maintain available borrowing capacity under our Credit Agreement in order to repay commercial paper borrowings in the event we are unable to repay those borrowings from other sources when they become due, in an aggregate amount of $1.5 billion. As of September 30, 2024, we had $450 million of commercial paper notes outstanding; therefore, $1.6 billion of borrowing capacity was available for other purposes permitted by the Credit Agreement, subject to customary conditions to borrowing. The Credit Agreement includes a covenant limiting our consolidated leverage ratio to no more than 4.0:1.0, subject to, upon the occurrence of a qualified material acquisition, if so elected by us, a step-up to 4.5:1.0 for the four fiscal quarters completed following such qualified material acquisition. The Credit Agreement includes customary events of default, with corresponding grace periods in certain circumstances, including payment defaults, cross-defaults and bankruptcy-related defaults. In addition, the Credit Agreement contains customary affirmative and negative covenants, including restrictions regarding the incurrence of liens and subsidiary indebtedness, in each case, subject to customary exceptions. The Credit Agreement also contains customary representations and warranties.

We were in compliance with all financial covenants in our outstanding debt instruments during the nine months ended September 30, 2024.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 9 — Supplemental Consolidated Financial Information

Contract Balances

Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represents amounts invoiced and revenue recognized prior to invoicing when we have satisfied our performance obligation and have the unconditional right to payment. The allowance for doubtful accounts and authorized credits is estimated based upon our assessment of various factors including historical experience, the age of the accounts receivable balances, current economic conditions reasonable and supportable forecasts, and other factors that may affect our customers’ ability to pay. The allowance for doubtful accounts and authorized credits was $34 million and $49 million as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024, we reported an allowance for doubtful accounts of $10 million, reflecting a decrease of $13 million, net of write-offs of $26 million for the nine months ended September 30, 2024. As of September 30, 2024, we reported an allowance for authorized credits of $24 million, reflecting a decrease of $2 million, net of write-offs of $3 million for the nine months ended September 30, 2024. As of December 31, 2023, we reported an allowance for doubtful accounts of $23 million and an allowance for authorized credits of $26 million.

Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period. Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following reporting period. The amount of revenue recognized for the nine months ended September 30, 2024 that was included in the deferred revenue balance at the beginning of the period was $31 million. The amount of revenue recognized for the nine months ended September 30, 2023 that was included in the deferred revenue balance at the beginning of the period was $32 million.

Customer accounts and funds receivable

September 30, 2024December 31, 2023
(In millions)
Customer accounts$679$481
Funds receivable305532
Customer accounts and funds receivable$984$1,013

Other current assets

September 30, 2024December 31, 2023
(In millions)
Warrant$484$364
Income and other tax receivable14299
Prepaid expenses119116
Accounts receivable, net11894
Restricted cash10223
Short-term derivative assets1623
Other205292
Other current assets$1,186$1,011

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accrued expenses and other current liabilities

September 30, 2024December 31, 2023
(In millions)
Accrued sales and use tax and VAT$494$424
Compensation and related benefits470581
Accrued marketing expenses230181
Other current tax liabilities17015
Transaction loss reserve126125
Operating lease liabilities115118
Accrued general and administrative expenses7879
Aurelia option74—
Accrued interest expense6956
Deferred revenue3534
Accrued restructuring12102
Other402481
Accrued expenses and other current liabilities$2,275$2,196

Gain (loss) on equity investments and warrant, net

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(In millions)
Unrealized change in fair value of equity investment in Adevinta$—$1,367$(234)$1,331
Realized change in fair value of shares sold in Adevinta——78—
Change in fair value of Aurelia option35—(74)—
Change in fair value of warrant145(109)120(40)
Unrealized change in fair value of equity investment in Gmarket16(43)(12)(83)
Gain (loss) on other investments3(3)2(12)
Total gain (loss) on equity investments and warrant, net$199$1,212$(120)$1,196

Interest income and other, net

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(In millions)
Interest income$72$58$196$148
Foreign exchange and other(6)14(1)
Total interest income and other, net$66$59$200$147

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 10 — Commitments and Contingencies

Off-Balance Sheet Arrangements

As of September 30, 2024, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

Litigation and Other Legal Matters

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

On September 27, 2023, the U.S. Department of Justice, on behalf of the Environmental Protection Agency (collectively, the “Government”), filed a civil complaint in the U.S. District Court for the Eastern District of New York (the “District Court”) alleging that we are liable for the sale of regulated or illicit products manufactured and sold by third parties who listed such products on the Marketplace platforms in a manner that evaded and/or was designed to evade detection by us and in violation of the Clean Air Act, Federal Insecticide, Fungicide, and Rodenticide Act and the Toxic Substances Control Act. On September 30, 2024, the District Court issued an order dismissing the Government’s claims in their entirety. We are unable to predict whether the Government will appeal the District Court’s decision. If the Government were to successfully appeal the decision and we were subsequently found to be liable for such activities on the Marketplace, we likely would be subject to monetary damages, changes in our business practices, or other remedies that could have a material adverse impact on our business. During the three and nine months ended September 30, 2024, we released amounts previously accrued for estimated losses in connection with the Government’s claims, for which we previously believed a loss was probable.

Amounts accrued for legal and regulatory proceedings for which we believe a loss is probable were not material for the quarter ended September 30, 2024. We have concluded, based on currently available information, that reasonably possible losses arising directly from the proceedings (i.e., monetary damages or amounts paid in judgment or settlement) in excess of our recorded accruals are also not material. However, legal and regulatory proceedings are inherently unpredictable and subject to uncertainties. If one or more matters were resolved against us in a reporting period for amounts in excess of management’s expectations, the impact on our operating results or financial condition for that reporting period could be material.

Indemnification Provisions

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

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

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 11 — Stockholders’ Equity

Stock Repurchase Program

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

In February 2024, our Board of Directors (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.

The following table summarizes stock repurchase activity under our stock repurchase programs for the period indicated (in millions, except per share amounts):

Shares Repurchased (1)Average Price per Share (2)Value of Shares Repurchased (2)Remaining Amount Authorized
Balance as of January 1, 2024$1,447
Authorization of additional repurchases in February 20242,000
Repurchase of shares of common stock42$53.51$2,249(2,249)
Balance as of September 30, 2024$1,198

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

(2) Excludes broker commissions and excise tax accruals.

Dividends

The Company paid a total of $131 million and $132 million in cash dividends during the three months ended September 30, 2024 and 2023, respectively, and $405 million and $399 million in cash dividends during the nine months ended September 30, 2024 and 2023, respectively. In October 2024, our Board declared a cash dividend of $0.27 per share of common stock to be paid on December 13, 2024 to stockholders of record as of November 29, 2024.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 12 — Employee Benefit Plans

Restricted Stock Unit Activity

The following table presents restricted stock unit (“RSU”) activity under our equity incentive plans for the period indicated (in millions):

Units
Outstanding as of January 1, 202424
Awarded11
Vested(8)
Forfeited(3)
Outstanding as of September 30, 202424

The weighted average grant date fair value for RSUs awarded during the nine months ended September 30, 2024 was $52.06 per share.

Stock-Based Compensation Expense

The following table presents the impact on our results of continuing operations of recording stock-based compensation expense for the periods indicated (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Cost of net revenues$13$13$40$40
Sales and marketing22237068
Product development7069211202
General and administrative4139125116
Total stock-based compensation expense$146$144$446$426
Capitalized in product development$5$4$15$12

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 13 — Income Taxes

We are subject to both direct and indirect taxation in the U.S. and various states and foreign jurisdictions. We are under examination by certain tax authorities for the 2010 to 2022 tax years. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these or other examinations. The material jurisdictions where we are subject to potential examination by tax authorities for tax years after 2009 include, among others, the U.S. (Federal and California), Germany, India, Israel, Switzerland and the United Kingdom.

The timing of the resolution and/or closure of audits is highly uncertain. 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. We expect the gross amount of unrecognized tax benefits to be reduced within the next 12 months by at least $170 million.

We have recognized the tax consequences of all foreign unremitted earnings and management has no specific plans to indefinitely reinvest the unremitted earnings of our foreign subsidiaries as of the balance sheet date. As of September 30, 2024, $292 million of our liability for deemed repatriation of foreign earnings was included in “Income taxes payable” on our condensed consolidated balance sheet. As of December 31, 2023, $292 million of our liability for deemed repatriation of foreign earnings was included in “Other liabilities” on our condensed consolidated balance sheet. We have not provided for deferred taxes on outside basis differences in our investments in our foreign subsidiaries that are unrelated to unremitted earnings. These basis differences will be indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of our outside basis difference is not practicable.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 14 — Accumulated Other Comprehensive Income

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

Unrealized Gains (Losses) on Derivative InstrumentsUnrealized Gains (Losses) on InvestmentsForeign Currency TranslationEstimated Tax (Expense) BenefitTotal
Balance as of June 30, 2024$16$(31)$153$27$165
Other comprehensive income (loss) before reclassifications(39)3166260
Less: Amount of gain (loss) reclassified from AOCI(10)——3(7)
Net current period other comprehensive income (loss)(29)3166(1)67
Balance as of September 30, 2024$(13)$—$219$26$232
Unrealized Gains on Derivative InstrumentsUnrealized Gains (Losses) on InvestmentsForeign Currency TranslationEstimated Tax (Expense) BenefitTotal
Balance as of June 30, 2023$24$(79)$186$36$167
Other comprehensive income (loss) before reclassifications4313(30)(13)13
Less: Amount of gain (loss) reclassified from AOCI3——(2)1
Net current period other comprehensive income (loss)4013(30)(11)12
Balance as of September 30, 2023$64$(66)$156$25$179
Unrealized (Losses) on Derivative InstrumentsUnrealized Gains (Losses) on InvestmentsForeign Currency TranslationEstimated Tax (Expense) BenefitTotal
Balance as of December 31, 2023$(13)$(45)$206$37$185
Other comprehensive income (loss) before reclassifications(26)4513(4)28
Less: Amount of gain (loss) reclassified from AOCI(26)——7(19)
Net current period other comprehensive income (loss)—4513(11)47
Balance as of September 30, 2024$(13)$—$219$26$232
Unrealized Gains (Losses) on Derivative InstrumentsUnrealized Gains (Losses) on InvestmentsForeign Currency TranslationEstimated Tax (Expense) BenefitTotal
Balance as of December 31, 2022$114$(98)$222$21$259
Other comprehensive income (loss) before reclassifications232(66)(9)(41)
Less: Amount of gain (loss) reclassified from AOCI52——(13)39
Net current period other comprehensive income (loss)(50)32(66)4(80)
Balance as of September 30, 2023$64$(66)$156$25$179

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

Details about AOCI ComponentsAffected Line Item in the Statement of IncomeAmount of Gain (Loss) Reclassified From AOCI
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Gains (losses) on cash flow hedges:
Foreign exchange contractsNet revenues$(11)$2$(31)$45
Foreign exchange contractsCost of net revenues(1)(1)(1)(2)
Interest rate contractsInterest income and other, net2269
Income from continuing operations before income taxes(10)3(26)52
Income tax provision3(2)7(13)
Total reclassifications for the periodNet income$(7)$1$(19)$39

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 15 — Restructuring

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

Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Accrued liability, beginning of period$27$102
Payments(14)(83)
Adjustments(1)(7)
Accrued liability, end of period$12$12

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

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

The restructuring charges incurred in the first three quarters of 2024 and fiscal year 2023 are included in “General and administrative” expenses in the condensed consolidated statement of income.

Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS