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EBAY INC

For the period ended Dec 31, 2024. Filed Feb 27, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 27, 2025

EBAY$121.96-1.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2023-12-31; filed 2024-02-28.

0001065088-24-000036

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-K

Period ended 2024-12-31; filed 2025-02-27.

0001065088-25-000037

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 144 previous paragraphs and 137 current paragraphs.

55 unchanged; 58 reworded; 24 added; 28 removed; 3 previous and 0 current paragraphs rearranged.

Tables are not compared: 12 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (24)

Current report

Gross Merchandise Volume (“GMV”) grew during 2024 as we executed on our strategy, including across Focus Categories, country-specific investments, and horizontal initiatives. Improvement was driven by cross-category shopping, horizontal innovation, country-specific initiatives and growth in recommerce. The culmination of these effects, combined with consumers looking for value, offset pressure in discretionary spending across our three largest markets primarily resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates and lower consumer confidence.

Current report

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

Current report

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

Current report

In the second quarter, we completed the previously announced sale of Adevinta ASA (“Adevinta”) shares in exchange for $2.4 billion in cash and shares of the new entity, Aurelia Netherlands TopCo B.V. (“Aurelia”) representing approximately 18.3% ownership. We recognized an unrealized loss of $234 million and a realized gain of $78 million. Concurrently, we granted Aurelia UK Feederco Limited, the buyer, a six-month option to purchase Aurelia shares.

Current report

In the fourth quarter, the option was exercised upon which we sold additional shares in Aurelia in exchange for $1.0 billion in cash and recognized an $11 million loss. The fair value of the investment was $867 million as of December 31, 2024, representing approximately 8.3% of the outstanding equity of Aurelia.

Current report

In the fourth quarter, we met the processing volume milestone required to vest in the second tranche of our warrant to purchase shares of Adyen N.V. (“Adyen”). Upon vesting, we exercised the option to purchase shares of Adyen valued at $630 million in exchange for $108 million in cash. We subsequently sold our shares for $573 million and recognized a realized loss of $57 million.

Current report

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

Current report

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

Current report

(1)Net revenues included $54 million of hedging losses during 2024 compared to $56 million and $140 million of hedging gains during 2023 and 2022, respectively.

Current report

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.

Current report

(1)Net revenues included $54 million of hedging losses during 2024 compared to $56 million and $140 million of hedging gains during 2023 and 2022, respectively.

Current report

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

Current report

GMV grew during 2024 as we executed on our strategy, including across Focus Categories, country-specific investments, and horizontal initiatives. Traffic improvement was driven by cross-category shopping, horizontal innovation, country-specific initiatives and growth in recommerce. The culmination of these effects, combined with consumers looking for value, offset pressure in discretionary spending across our three largest markets primarily resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates and lower consumer confidence.

Current report

Focus Categories GMV grew in aggregate, faster than the remainder of our marketplace. This volume growth was primarily driven by Parts & Accessories (“P&A”), Refurbished, Collectibles, and Luxury goods. Traffic and conversion improved in the U.S., which led to a narrower gap to U.S. ecommerce market growth. Collectibles was a key contributor to U.S. growth, including Trading Cards, where traffic and conversion have improved, driven by strategic investments and partnerships. In the United Kingdom and Germany, we continued to experience challenging macroeconomic conditions and lower consumer confidence, with offsetting growth in P&A and consumer-to-consumer volume. Cross-border trade was a key driver of International GMV growth, led by exports from Greater China and Japan into our major markets. Cross-border trade was also a significant contributor to growth in Focus Categories, particularly P&A.

Current report

The decrease in product development expenses during 2024 compared to 2023 was primarily due to a decrease in employee-related costs driven by operational efficiencies. While employee costs are decreasing, we continue to invest in strategic areas such as browsing experience, search optimization and providing relevant recommendations to enhance the experience for our customers around the world.

Current report

The decrease in general and administrative expenses during 2024 compared to 2023 was primarily due to a $56 million legal accrual release during 2024 compared to a $65 million legal expense recognized during 2023 and an $8 million restructuring accrual release during 2024 compared to a $141 million restructuring expense recognized during 2023. See “Note 12 — Commitments and Contingencies” and “Note 18 — Restructuring” to the consolidated financial statements included in this report for additional details regarding our legal matters and the restructuring, respectively.

Current report

The decrease in provision for transaction losses during 2024 compared to 2023 was primarily due to favorable fluctuations in buyer and seller fraud rates.

Current report

Interest expense decreased during 2024 compared to 2023 primarily due to a lower average notional amount of outstanding debt.

Current report

Interest income increased during 2024 compared to 2023 primarily due to a higher average notional amount and higher yields on fixed-income investments.

Current report

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

Current report

In February and December 2024, our Board authorized an incremental $2.0 billion and $3.0 billion, respectively, under our stock repurchase program in addition to the $4.0 billion previously authorized in 2022. Our stock repurchase program has no expiration from the date of authorization.
Removed paragraphs (28)

Previous report

Throughout most of 2023, we experienced reduced traffic in most markets resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates and lower consumer confidence. These factors negatively impacted discretionary consumer spending, are uncertain in duration and we expect them to continue into 2024.

Previous report

In addition to the corresponding measures under generally accepted accounting principles (“GAAP”), management uses non-GAAP measures in reviewing our financial results. The foreign exchange neutral (“FX-Neutral”), or constant currency, net revenue amounts discussed below are non-GAAP financial measures and are not in accordance with, or an alternative to, measures prepared in accordance with GAAP. Accordingly, the FX-Neutral information appearing in the following discussion of our results of operations should be read in conjunction with the information provided below in “Non-GAAP Measures of Financial Performance,” which includes reconciliations of FX-Neutral financial measures to the most directly comparable GAAP measures. We calculate the year-over-year impact of foreign currency movements using prior period foreign currency rates, excluding hedging activity, applied to current year transactional currency amounts.

Previous report

In 2023, we repaid debt of $1.2 billion consisting of thefloating rate and 2.750% senior notes due 2023.

Previous report

In 2023, we announced our support for the voluntary tender offer led by Permira and Blackstone to acquire all the publicly traded shares of Adevinta (the “Adevinta Transaction”). As part of the Adevinta Transaction, eBay agreed to sell 50% of its shares for an estimated $2.2 billion and to exchange the remaining shares for an equity stake of approximately 20% in the newly privatized company. The Adevinta Transaction remains subject to closing conditions and is expected to be completed in the second quarter of 2024.

Previous report

(1)Net revenues were net of $56 million and $140 million of hedging gains and $65 million of hedging losses during the years ended December 31, 2023, 2022 and 2021, respectively.

Previous report

(1)Net revenues were net of $56 million and $140 million of hedging gains and $65 million of hedging losses during the years ended December 31, 2023, 2022 and 2021, respectively.

Previous report

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

Previous report

Net revenues increased primarily due to the investment in focus categories and a higher take rate driven by the expansion of promoted listings and payment services and the launch of eBay International Shipping. 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 2023 compared to 2022.

Previous report

Net revenues continued to outpace GMV during 2023 primarily due to the benefit of a higher take rate. While we expect this trend to continue to a lesser extent into 2024, we still believe GMV provides a useful measure of overall volume of paid transactions that flow through the platform in a given period.

Previous report

The increase in product development expenses during 2023 compared to 2022 was primarily due to an increase in employee related costs as we continued to innovate and modernize the shopping experience across our platforms powered by intelligent computing at scale.

Previous report

The increase in general and administrative expenses during 2023 compared to 2022 was primarily due to $141 million of restructuring costs that did not occur in 2022, an $84 million increase in employee related costs, and an incremental $18 million accrual for probable losses related to legal matters. For additional details related to our legal matters, please see “Note 13 — Commitments and Contingencies” to the consolidated financial statements included in this report.

Previous report

The increase in provision for transaction losses during 2023 compared to 2022 was primarily due to $17 million higher transaction loss expense related to the launch of eBay International Shipping.

Previous report

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

Previous report

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

Previous report

Interest expense increased primarily due to higher rates offset by lower average notional on outstanding debt during 2023. In 2023, we repaid two tranches of senior notes at substantially lower interest rates than the senior notes that were issued during the fourth quarter of 2022. As a result, we expect continued upward pressure on interest expense into 2024.

Previous report

Interest income increased primarily due to higher yields on corporate debt and government and agency securities in a higher interest rate environment. We expect this trend to continue into 2024.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

(3)Net revenues were net of $56 million and $140 million of hedging gains and $65 million of hedging losses during the years ended December 31, 2023, 2022 and 2021, respectively.

Previous report

In March 2020, we entered into a credit agreement that provided for an unsecured $2.0 billion five-year credit facility (the “Prior Credit Agreement”). As of December 31, 2023, no borrowings were outstanding under the Prior Credit Agreement.
Reworded paragraphs (58)

Previous wording

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with the consolidated financial statements and the related notes included in this report. This section of this Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Current wording

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with Part I “Forward Looking Statements,” Part I, Item 1 “Business,” Part I, Item 1A “Risk Factors,” and the consolidated financial statements and the related notes included in this report. This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are not included in this Annual Report on Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Previous wording

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.

Current wording

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 marketplaces and our suite of mobile apps, together, create one of the world's largest and most vibrant marketplaces for discovering great value and unique selection.

Previous wording

Net revenues increased 3% to $10.1 billion during 2023 compared to $9.8 billion in 2022. FX-Neutral net revenues (as defined above) increased 4% compared to 2022. Operating margin decreased to 19.2% in 2023 compared to 24.0% in 2022.

Current wording

Net revenues increased 2% to $10.3 billion compared to $10.1 billion in 2023. FX-Neutral net revenues (as defined above) also increased 2% compared to 2023. Operating margin increased to 22.5% compared to 19.2% in 2023.

Previous wording

We generated cash flow from continuing operating activities of $2.4 billion in 2023 compared to $2.6 billion in 2022.

Current wording

We generated cash flow from continuing operating activities of $2.4 billion in both 2024 and 2023.

Previous wording

We recorded $1.8 billion of aggregate gains on equity investments and warrant in our consolidated statement of income during 2023 compared to $3.8 billion of aggregate losses recorded during 2022.

Current wording

We recognized $76 million of aggregate losses on equity investments and warrant in our consolidated statement of income compared to $1.8 billion of aggregate gains recognized during 2023.

Previous wording

In 2023, we repurchased $1.4 billion of common stock and paid $528 million in cash dividends.

Current wording

We repurchased $3.1 billion of common stock and paid $533 million in cash dividends.

Previous wording

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

Current wording

In the first and fourth quarter, our Board authorized an incremental $2.0 billion and $3.0 billion, respectively, under our stock repurchase program, with no expiration from the date of authorization.

Previous wording

In February 2024, we declared a cash dividend for the first quarter of 2024 of $0.27 per share of common stock to be paid on March 25, 2024 to stockholders of record as of March 11, 2024.

Current wording

In February 2025, our Board declared a cash dividend of $0.29 per share of common stock to be paid on March 28, 2025 to stockholders of record as of March 14, 2025.

Previous wording

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

Current wording

We have one reportable segment, which reflects how the chief operating decision maker (“CODM”), President and Chief Executive Officer, reviews and assesses performance of the business. This reportable segment includes our online marketplace located at www.ebay.com and its localized counterparts, our off-platform marketplaces and our suite of mobile apps. The accounting policies of this segment are the same as those described in “Note 1 — The Company and Summary of Significant Accounting Policies” in our consolidated financial statements included elsewhere in this report.

Previous wording

Net revenues primarily include final value fees, feature fees, fees to promote listings, payment service fees, listing fees, and store subscription fees from sellers on our platforms. Our net revenues also include revenues from the sale of advertisements, revenue sharing arrangements and shipping fees. Our net revenues are reduced by incentives, including discounts, coupons and rewards, provided to our customers.

Current wording

Marketplace revenues primarily consist of commissions related to the connection service including final value fees, listing fees, feature fees, and foreign exchange fees. Marketplace revenues also include store subscription fees, shipping fees, and certain other fees. Marketplace revenues are reduced by customer incentive programs, including discounts, coupons, and rewards.

Previous wording

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 as we introduce and scale new products throughout the year. In addition, macroeconomic conditions, including the impact of COVID-19, have in the past disrupted seasonal patterns in net revenues, particularly in the first quarter of 2021. 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):

Current wording

We expect volume on our Marketplace platforms to trend with general consumer buying patterns. Seasonal trends in net revenues have been influenced by macroeconomic conditions, foreign exchange rate fluctuations, as well as the introduction and scaling of new products and initiatives by us and our competitors. 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):

Previous wording

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

Current wording

Revenues are attributed to the United States 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):

Previous wording

(2)Foreign currency movements relative to the U.S. dollar had a favorable impact of $52 million, an unfavorable impact of $320 million and a favorable impact of $188 million during the years ended December 31, 2023, 2022 and 2021, respectively. The effect of foreign currency exchange rate movements in 2023 compared to 2022 was primarily attributable to the weakening of the U.S. dollar against the British pound and other major currencies.

Current wording

(2)Foreign currency movements relative to the U.S. dollar had a favorable impact of $2 million during 2024 compared to a favorable impact of $52 million and an unfavorable impact of $320 million during 2023 and 2022, respectively. The effect of foreign currency exchange rate movements during 2024 compared to 2023 was primarily attributable to the weakening of the U.S. dollar against the euro and other major currencies.

Previous wording

Our commerce platforms operate globally, resulting in certain revenues that are denominated in foreign currencies, primarily the British pound and euro. Year-over-year appreciation or depreciation of the U.S. dollar may have a material impact to our financial results, and we have seen and could continue to see elevated foreign currency volatility in the future. 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 under “Item 1A: Risk Factors” in Part I of this report.

Current wording

Our Marketplace platforms operate globally, resulting in certain revenues that are denominated in foreign currencies, primarily the British pound and euro. Year-over-year appreciation or depreciation of the U.S. dollar may have a material impact to our financial results; we have experienced and may continue to experience elevated foreign currency volatility in the future. Through our hedging programs, we actively monitor foreign currency volatility and attempt to mitigate significant movements. 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 under “Item 1A: Risk Factors” in Part I of this report.

Previous wording

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

Current wording

GMV and take rate are significant factors that we believe affect our net revenues.

Previous wording

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.

Current wording

GMV consists of the total value of all paid transactions between users on our Marketplace platforms during the applicable period inclusive of shipping fees and taxes. We believe that GMV provides a useful measure of the overall volume of paid transactions that flow through our Marketplace platforms in a given period.

Previous wording

Take rate is defined as net revenues divided by GMV and represents net revenue 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.

Current wording

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

Previous wording

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

Current wording

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):

Previous wording

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):

Current wording

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 indirect tax expenses. The following table presents cost of net revenues for the periods indicated (in millions, except percentages):

Previous wording

(1)Cost of net revenues were net of immaterial hedging activity during the years ended December 31, 2023, 2022 and 2021, respectively.

Current wording

(1)Cost of net revenues were net of immaterial hedging activity during 2024, 2023 and 2022, respectively.

Previous wording

(2)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $2 million, a favorable impact of $81 million and an unfavorable impact of $31 million on cost of net revenues during the years ended December 31, 2023, 2022 and 2021, respectively.

Current wording

(2)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $7 million on cost of net revenues during 2024 compared to an unfavorable impact of $2 million and a favorable impact of $81 million during 2023 and 2022, respectively.

Previous wording

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

Current wording

The increase in cost of net revenues during 2024 compared to 2023 was primarily due to a $53 million increase related to the expansion of promoted listings products, a $50 million increase related to indirect tax expenses, a $32 million increase related to the ramp of eBay International Shipping, and an $11 million disposition of data center equipment, partially offset by a $66 million decrease in depreciation expense due to the change in our estimate of the useful lives for our servers and networking equipment and a $38 million decrease in payment processing costs driven by rate improvements.

Previous wording

(1)Operating expenses were net of immaterial hedging activity during the years ended December 31, 2023, 2022 and 2021, respectively.

Current wording

(1)Operating expenses were net of immaterial hedging activity during 2024, 2023 and 2022, respectively.

Previous wording

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

Current wording

(2)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $9 million on operating expenses during 2024 compared to a favorable impact of $16 million and $193 million during 2023 and 2022, respectively.

Previous wording

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.

Current wording

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

Previous wording

The increase in sales and marketing expenses during 2023 compared to 2022 was primarily due to a $91 million increase in employee related costs and a $13 million increase in advertising and marketing program costs (both online and offline), partially offset by a $26 million decrease in user coupons and rewards.

Current wording

The increase in sales and marketing expenses during 2024 compared to 2023 was primarily due to a $163 million increase in marketing program costs and user coupons, partially offset by a $74 million decrease in employee-related costs.

Previous wording

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.

Current wording

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 improving seller tools and buyer experiences across our Marketplace platforms powered by intelligent computing at scale.

Previous wording

Capitalized internal use and platform development costs were $115 million and $130 million in 2023 and 2022, respectively. These costs are primarily reflected as a cost of net revenues when amortized in future periods.

Current wording

Capitalized internal use and platform development costs were $108 million and $115 million in 2024 and 2023, respectively. These costs are primarily reflected as a cost of net revenues when amortized in future periods.

Previous wording

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

Current wording

Provision for transaction losses consists primarily of losses resulting from our buyer protection programs, chargebacks for unauthorized credit card use, and merchant related chargebacks due to non-delivery of goods or services. We expect our provision for transaction losses to fluctuate depending on many factors, including changes to our protection programs and macroeconomic conditions.

Previous wording

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

Current wording

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, Adyen, Aurelia and Gmarket, and gains and losses due to changes in fair value of the warrant received from Adyen. The following table presents gain (loss) on equity investments and warrant, net for the periods indicated (in millions, except percentages):

Previous wording

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

Current wording

The change in gain (loss) on equity investments and warrant, net during 2024 compared to 2023 was driven by the realized and unrealized changes in fair value of our equity investments and the warrant. Refer to “Note 6 — Investments” for further details about our equity investments.

Previous wording

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

Current wording

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, as applicable. Interest income and other, net primarily consists of interest earned on cash, cash equivalents, investments and customer accounts, gains and losses on foreign exchange transactions and transaction costs of acquisitions. The following table presents interest expense and interest income and other, net for the periods indicated (in millions, except percentages):

Previous wording

The increase in our effective tax rate for 2023 compared to 2022 was primarily due to a remeasurement of deferred tax assets related to a tax rate reduction and an increase in reserves for uncertain tax positions partially offset by a benefit from the release of a valuation allowance.

Current wording

The decrease in our effective tax rate during 2024 compared to 2023 was primarily due to benefits from the sale of Gmarket, research and development tax credits generated, excess tax benefits on stock-based compensation and the 2023 non-recurring remeasurement of deferred tax assets related to a tax rate reduction and an increase in reserves for uncertain tax positions, partially offset by a benefit from the release of a valuation allowance.

Previous wording

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

Current wording

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 12 months. See “Note 15 — Income Taxes” to the consolidated financial statements included in this report for more information on estimated settlements within the next 12 months.

Previous wording

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.

Current wording

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

Previous wording

Cash provided by continuing operating activities of $2.4 billion in 2023 compared to $2.6 billion in 2022 was primarily attributable to a $409 million decrease in operating income as well as working capital movements and changes in non-cash items.

Current wording

Cash provided by continuing operating activities of $2.4 billion in 2024 compared to $2.4 billion in 2023 was primarily attributable to a $377 million increase in operating income offset by working capital movements.

Previous wording

Cash provided by investing activities of $2.5 billion in 2022 was primarily attributable to proceeds of $20.6 billion from the maturities and sales of investments and proceeds of $1.1 billion in the aggregate from the sales of shares in Adevinta, Adyen and KakaoBank, partially offset by cash paid for investments of $18.5 billion, property and equipment of $449 million and cash paid for the acquisition of TCGplayer of $208 million.

Current wording

Cash provided by continuing investing activities of $2.2 billion in 2024 was primarily attributable to proceeds of $12.3 billion from the maturities and sales of investments, and proceeds of $2.4 billion, $1.0 billion, $573 million and $322 million from the sale of our equity investments in Adevinta, Aurelia, Adyen and Gmarket, respectively, partially offset by cash paid for investments of $13.9 billion and property and equipment of $458 million.

Previous wording

Cash used in financing activities of $3.8 billion in 2022 was primarily driven by common stock repurchases of $3.1 billion, debt repayments of $1.4 billion, which was comprised of $750 million related to our 3.800% senior fixed rate notes due 2022 and $605 million related to our 2.600% senior fixed rate notes due 2022, and $489 million of cash dividends paid, partially offset by proceeds from debt issuances of $1.2 billion.

Current wording

Cash used in continuing financing activities of $3.8 billion in 2024 was primarily driven by common stock repurchases of $3.1 billion, debt repayments of $750 million related to the repayment of our 3.450% senior notes due 2024, and $533 million of cash dividends paid, partially offset by borrowing under our commercial paper program of $441 million and net funds receivable and payable activity of $305 million.

Previous wording

Cash used in continuing financing activities of $2.5 billion in 2023 was primarily driven by common stock repurchases of $1.4 billion, debt repayments of $1.2 billion related to the redemption of our floating rate and 2.750% senior notes due 2023, and $528 million of cash dividends paid, partially offset by net funds receivable and payable activity of $717 million driven by changes in payment processors.

Current wording

Cash used in continuing financing activities of $2.5 billion in 2023 was primarily driven by common stock repurchases of $1.4 billion, debt repayments of $1.2 billion related to the repayment of our floating rate and 2.750% senior notes due 2023, and $528 million of cash dividends paid, partially offset by net funds receivable and payable activity of $717 million driven by changes in payment processors.

Previous wording

The positive and negative effects of exchange rate movements on cash, cash equivalents and restricted cash were due to the weakening and strengthening of the U.S. dollar against other currencies, primarily the British pound and euro, during 2023 and 2022, respectively.

Current wording

The negative and positive effects of exchange rate movements on cash, cash equivalents and restricted cash during 2024 and 2023, respectively, was due to the strengthening and weakening, respectively, of the U.S. dollar against other currencies.

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Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

See “Note 16 — Income Taxes” to the consolidated financial statements included in this report for more information on unrecognized tax benefits and deferred taxes.