EBAY INC
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
View on SEC.govAbout 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.
FY2025 · Filed Feb 19, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001065088-25-000037
Item 1A. RISK FACTORSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-19.
0001065088-26-000027
Item 1A. RISK FACTORSThe 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 236 previous paragraphs and 234 current paragraphs.
40 unchanged; 104 reworded; 84 added; 87 removed; 5 previous and 6 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (84)
Current report
•We experience significant variation in our operating and financial results, including GMV and net revenues.
Current report
•We face intense competition that may materially harm our business.
Current report
•If our advertising products, including our Promoted Listings, are not competitive, we will lose advertising revenues and our business will be harmed.
Current report
•Our business depends on consumer engagement and spending, which makes our results of operations particularly sensitive to shifts in, and events that impact, consumer confidence, platform engagement and buying trends.
Current report
•We may not be able to keep pace with technological changes, including emerging AI technologies, and with changes in consumer demands and expectations.
Current report
•Our international operations subject us to various uncertainties, costs and risks, which could harm our business.
Current report
•Cross-border trade is an important source of revenue and profit for us, and changes to global trade policies can significantly impact our customers and materially harm our business.
Current report
•Systems failures and business interruptions could harm our business.
Current report
•Our payments and financial services offerings require ongoing investment and subject us to substantial legal, operational and third-party risks.
Current report
•We are subject to significant fraud risk on our platforms.
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•We face significant risk from cyberattacks and data security breaches.
Current report
•Our success largely depends on attracting, retaining, and developing our senior managers and other key employees.
Current report
•We and our customers depend in part on third parties for products and services, some of which are controlled by our competitors, and changes to these products and services could harm our business.
Current report
•We are subject to extensive and increasing regulation and oversight, which could adversely impact our business.
Current report
•We face significant risk of liability for the actions of our customers, including products sold by sellers on our platforms.
Current report
•We face risk from third parties that allege that we infringe, or are responsible when our customers infringe, on their intellectual property rights.
Current report
•We may be unable to adequately protect or enforce our own intellectual property rights.
Current report
•Our stock repurchases are discretionary and, even if effected, they may not achieve the desired objectives.
Current report
We experience significant variation in our operating and financial results, including GMV and net revenues.
Current report
All of our GMV, and substantially all of our net revenues each quarter come from transactions involving sales during that quarter. As a result, it is inherently difficult to accurately forecast our GMV, the amount and sources of our net revenues, earnings (loss) per share, operating income (loss), and our other key operating and financial performance metrics.
Current report
•the impact of competition on our business and industry;
Current report
We face intense competition that may materially harm our business.
Current report
The businesses and markets in which we operate are intensely competitive. We compete with a wide and growing variety of online and offline businesses that provide similar goods and services across numerous industries and geographies in which we operate, including traditional retail, e-commerce, live commerce, advertising, search engines, social media, and AI-powered tools (such as agents and chatbots).
Current report
To succeed, we must compete effectively across the following factors:
Current report
•the price, breadth and relevance of our inventory;
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•the ease with which buyers can find the inventory they are seeking;
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•buyer and seller trust in transacting on our platforms;
Current report
•the user experience using our products and services;
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•buyer preferences for delivery options and speed, shipping costs and returns; and
Current report
•service fees, including from paid transactions, first-party advertising, and shipping.
Current report
•We may not keep up with buyer expectations – Buyer expectations and preferences around user experience, including customer service, ease of buying, low (or no) cost shipping, delivery options (such as pick-up and drop-off), delivery speed, ease of returns and return policies, constantly evolve and it may be difficult for us to respond effectively. For example, it may be impractical or inefficient for our sellers to meet evolving delivery expectations, and we may lack the resources to match shipping subsidies from our competitors.
Current report
•We may not be able to match the flexibility and expertise of all specialist competitors – Competitors that are narrowly focused on specific goods may be better than we are at creating buyer and seller communities and catering to the needs of those communities. Specialist competitors may have more resources to innovate quickly and efficiently within these communities without disruption to buyers and sellers outside of those communities. Additionally, our growth strategy has increasingly emphasized our Focus Categories, such as motor parts and accessories, collectibles, refurbished goods, and authenticated luxury items. Our Focus Category buyers and sellers often have unique product and service needs. The size and complexity of our platforms can make it difficult for us to address the unique needs of our Focus Category consumers as quickly and efficiently as our specialist competitors.
Current report
If our advertising products, including our Promoted Listings, are not competitive, we will lose advertising revenues and our business will be harmed.
Current report
Our business depends on consumer engagement and spending, which makes our results of operations particularly sensitive to shifts in, and events that impact, consumer confidence, platform engagement and buying trends.
Current report
Our business model is dependent upon consumer engagement and spending, which is difficult to predict and which can vary materially due to many factors, including macroeconomic conditions (such as job losses, inflation, changes in tax liabilities, access to credit, changes in global trade and tariff policies, recessionary fears, general economic uncertainty, and changes in consumer confidence); geopolitical events and events that capture public attention (such as war, the threat of war, social or political unrest, or terrorist activity); natural and human caused disasters and the impact of climate change (such as earthquakes, hurricanes, droughts, flooding, wildfires, sea level rise, and increased energy and shipping costs); power shortages or outages; major public health issues and pandemics; seasonal and potentially non-durable buying and selling trends; general shifts in the cultural appetite for re-commerce; our promotional and marketing campaigns; and new technologies (such as live commerce and AI shopping agents). For example, we saw significant changes to consumer spending throughout 2025 as our users around the world adjusted to changing global trade policies and tariffs. In addition, over the years, we have experienced numerous non-durable spikes in demand as buyers chase the latest popular items. We rely on unique inventory from our sellers from around the globe to generate buyer interest in our platforms and any of the foregoing factors can also impact the amount of inventory sellers make available on our platforms, which can materially and negatively impact buyer spending.
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Removed paragraphs (87)
Previous report
•Our operating and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations and cash flows, as well as the trading price of our common stock and debt securities.
Previous report
•Substantial and increasingly intense competition worldwide in ecommerce may harm our business.
Previous report
•Our international operations and engagement in cross-border trade are subject to risks, which could harm our business.
Previous report
•Our business may be adversely affected by geopolitical events, natural disasters, seasonal factors and other factors, including increased usage of other websites, that could cause our users to spend less time, or transact less, on our websites or mobile platforms and applications.
Previous report
•If we cannot keep pace with rapid technological developments or continue to innovate and create new initiatives to provide new programs, products and services, the use of our products and our revenues could decline.
Previous report
•Operations and continued development of our payments system and financial services offerings require ongoing investment, are subject to evolving laws, regulations, rules, and standards, and involve risk, including risks related to our dependence on third-party providers.
Previous report
•We may be unable to adequately protect or enforce our intellectual property rights and face ongoing allegations by third parties that we are infringing their intellectual property rights.
Previous report
•Failure to deal effectively with fraudulent activities on our Marketplace platforms would increase our loss rate and harm our business and could severely diminish merchant and consumer confidence in and use of our services.
Previous report
•Cyberattacks and data security breaches and incidents could significantly damage our reputation, reduce our revenues, increase our costs, result in litigation and regulatory penalties, and otherwise harm our business.
Previous report
•Systems failures and resulting interruptions in the availability of or degradation in the performance of our websites, applications, products or services could harm our business.
Previous report
•Our success largely depends on key employees. Because competition for key employees is intense, we may not be able to attract, retain, and develop the highly skilled employees we need to support our business. The loss of senior management or other key employees could harm our business.
Previous report
•Problems with or price increases by third parties who provide services to us or to our sellers could harm our business.
Previous report
•Our business is subject to extensive and increasing government regulation and oversight, which could adversely impact our business.
Previous report
•We could be subject to regulatory or agency investigations and/or court proceedings under unfair competition laws that could adversely impact our business.
Previous report
•The listing or sale by our users of certain items, including items that allegedly infringe the intellectual property rights of rights owners, including pirated or counterfeit items, illegal items or items used in an illegal manner, may harm our business.
Previous report
•We are subject to risks associated with information disseminated through our services.
Previous report
Our operating and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations and cash flows, as well as the trading price of our common stock and debt securities.
Previous report
Substantial and increasingly intense competition worldwide in ecommerce may harm our business.
Previous report
Some of our competitors control products and services that are important to our success, including payment processing, Internet search, social media, Gen AI features powered by large language models, shipping and delivery resources and mobile operating systems. Such competitors could manipulate pricing, availability, terms or operation of service related to their products and services in a manner that impacts our competitive offerings. For example, Alphabet, which operates a shopping platform service, has from time to time made changes to its search algorithms that have reduced the amount of search traffic directed to us from searches on Google. If we are unable to use or adapt to operational changes in such services, we may face higher costs for such services, face integration or technological barriers or lose customers, which could harm our business.
Previous report
Our business is designed to appeal broadly to a diverse global community of buyers and sellers. In recent years, our growth strategy has increasingly emphasized certain specialized categories that we call Focus Categories. Examples of these Focus Categories include motor parts and accessories, collectibles, refurbished goods, and authenticated luxury items. However, buyers and sellers in our Focus Categories often have unique product and service needs. We devote substantial time and resources to ensuring that we provide the platform experiences that our focus category consumers and consumers broadly want. In doing so, we compete with smaller, specialized ecommerce sites that cater to the buyers and sellers in these product categories. Because of the size and complexity of our Marketplace platforms, we may fail to address the unique needs of focus category buyers and sellers as quickly and efficiently as specialist competitors. If we fail to timely deliver the product features desired in our focus and other categories, we may lose customers to the specialist competitors that serve these categories, which could reduce our consumer base and harm our business and operating results.
Previous report
In addition, certain manufacturers or brands may seek to limit or cease distribution of their products through online channels, such as our sites. Manufacturers may attempt to use contractual obligations or existing or future government regulations to prohibit or limit ecommerce in certain categories of goods or services. Manufacturers may also attempt to enforce minimum resale price maintenance or minimum advertised price arrangements to prevent distributors from selling on our platforms or on the Internet generally, or drive distributors to sell at prices that would make us less attractive relative to other alternatives. The adoption of those or other policies could adversely affect our results of operations and result in loss of market share and diminished value of our brands.
Previous report
The principal competitive factors for us include the following:
Previous report
•volume of transactions and price and selection of goods;
Previous report
•website, mobile platform and application ease-of-use and accessibility;
Previous report
•reliability of delivery and payment, including customer preference for fast delivery and free shipping and returns;
Previous report
Our international operations and engagement in cross-border trade are subject to risks, which could harm our business.
Previous report
•economic and trade sanctions, trade barriers or other restrictions on foreign trade and changes in trade regulations and restrictions, including between the United States and other countries;
Previous report
•difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences;
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•global or regional economic conditions that impact companies and customers with which we do business;
Previous report
•geopolitical events, including natural disasters, public health issues (including pandemics), acts of war (such as the ongoing wars in Ukraine and in the Middle East), and terrorism;
Previous report
•import or export regulations, including the complexities of seller compliance with “de minimis thresholds,” trade policies and tariffs in any of the countries where we operate or our users exist, customs and other parallel regulations across the broad range of categories and products offered on our platforms;
Previous report
•potentially adverse tax developments and consequences;
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Reworded paragraphs (104)
Previous wording
•Changes to our programs to protect buyers and sellers could increase our costs and loss rate, and failure to manage such programs effectively can result in harm to our reputation.
Current wording
•Our buyer and seller trust and protection programs increase our costs and loss rate, and failure to manage such programs effectively can damage customers’ trust in transacting on our platforms, which could harm our business.
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•Acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments could result in operating difficulties and could harm our business or impact our financial results.
Current wording
•Our acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments create potential material risks to our business.
Previous wording
•New laws and increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business.
Current wording
•Increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business.
Previous wording
•We are regularly subject to litigation and regulatory and government inquiries, investigations and disputes, as our business evolves and as governments and regulators seek to extend new and existing laws to reach our business model.
Current wording
•We are subject to laws and regulations that are not primarily intended for online commerce, and governments and regulators regularly subject us to litigation, inquiries and investigations, as they seek to extend new and existing laws to reach our business model.
Previous wording
•We have substantial indebtedness, and we may incur substantial additional indebtedness in the future, and we may not generate sufficient cash flow from our business to service our indebtedness. Failure to comply with the terms of our indebtedness could result in the acceleration of our indebtedness, which could have an adverse effect on our cash flow and liquidity.
Current wording
•We have substantial indebtedness and we cannot guarantee that we will always generate sufficient cash flow to service our existing and future indebtedness. Failure to comply with the terms of our indebtedness could have a material adverse effect on our cash flow and liquidity.
Previous wording
You should carefully review the following discussion of the risks that may affect our business, results of operations and financial condition, as well as our consolidated financial statements and notes thereto and the other information appearing in this report, for important information regarding risks that affect us. Current global economic events and conditions as well as evolving regulatory scrutiny may amplify many of these risks. These risks are not the only risks that may affect us. Additional risks that we are not aware of or do not believe are material at the time of this filing may also become important factors that adversely affect our business.
Current wording
You should carefully review the following discussion of the risks that may affect our business, results of operations and financial condition, as well as our consolidated financial statements and notes thereto and the other information appearing in this report, for important information regarding risks that affect us. Current global economic and geopolitical events and conditions as well as evolving regulatory scrutiny may amplify many of these risks. These risks are not the only risks that may affect us. Additional risks that we are not aware of or do not believe are material at the time of this filing may also become important factors that adversely affect our business.
Previous wording
Our operating and financial results have varied on a quarterly basis during our operating history and may continue to fluctuate significantly as a result of a variety of factors, including the following risks and other risks set forth in this “Risk Factors” section:
Current wording
Our operating and financial results have significantly varied on a quarterly basis throughout our operating history, and we expect our results to continue to fluctuate significantly for a variety of reasons, including all of the risks described in “Risk Factors,” including the following:
Previous wording
•changes in consumer confidence and discretionary spending trends, including shifts in interests away from any of our major categories;
Current wording
•changes in consumer confidence and discretionary spending trends, including shifts in interests away from any of our major focus categories;
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•the impact of competitive and industry developments, including changes in the legal and regulatory landscape, and our response to those developments.
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•changes in the geopolitical, legal and regulatory landscape, and our response to those developments.
Previous wording
In view of the rapidly evolving nature of our business, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance. It is difficult for us to forecast the level or source of our revenues or earnings (loss) accurately, particularly given that substantially all of our net revenues each quarter come from transactions involving sales during that quarter. Due to the inherent difficulty in forecasting revenues, it is also difficult to forecast expenses as a percentage of net revenues. Quarterly and annual expenses as a percentage of net revenues reflected in our consolidated financial statements may be significantly different from historical or projected percentages. Because our business model is dependent upon consumer spending, our results of operations are sensitive to changes in or uncertainty about macro-economic conditions. Our buyers have at times had, and may in the future have, less capacity for discretionary purchases and may reduce their purchases from our sellers as a result of various factors, including job losses, inflation or inflationary pressure, higher taxes, reduced access to credit, changes in federal economic policy, public health issues such as a pandemic, global economic uncertainty, foreign exchange rate volatility, lower consumer confidence and demand for discretionary goods, elevated interest rates, changes in international tariff and trade policies, and geopolitical events such as the ongoing wars in Ukraine and in the Middle East.
Current wording
In view of the rapidly evolving nature of our business and the factors discussed above, period-to-period comparisons of our operating and financial results may not be meaningful, and you should not rely upon them as an indication of future performance.
Previous wording
•ability to attract, retain and engage buyers and sellers;
Current wording
•ability to attract, retain and engage buyers and sellers from around the globe;
Previous wording
While we believe we compete effectively across these factors, our competitors, including any of the businesses, channels and buying and selling alternatives discussed above, may be more successful across these factors either globally or in important local markets, which could reduce the number of buyers and sellers on our Marketplace platforms, and materially adversely affect our results of operations and business.
Current wording
While we believe we compete effectively across these factors, our competitors, including any of the businesses, channels and buying and selling alternatives discussed below, may be more successful across these factors either globally or in important geographies, which would reduce the number of buyers and sellers on our Marketplace platforms and could materially adversely affect our business and results of operations.
Previous wording
The businesses and markets in which we operate are intensely competitive. We currently and potentially compete with a wide variety of online and offline companies providing similar goods and services to consumers and merchants, some of which are well-established brands with greater resources and larger user communities than our own. The Internet and mobile networks provide new, rapidly evolving and intensely competitive channels for the sale of all types of goods and services. We compete as a two-sided marketplace, and we must attract both buyers and sellers to use our platforms. Consumers who purchase or sell goods and services through us have many and increasing alternatives, and merchants have more channels to reach consumers. We expect competition to continue to intensify. The barriers to entry into these channels can be low, and businesses can easily launch online sites or mobile platforms and applications at nominal cost by using commercially available software or partnering with any of a number of successful ecommerce, search, advertising or social media companies. As we respond to changes in the competitive environment, we have made, and expect in the future to make pricing, service, policy or marketing decisions or acquisitions that may be controversial with and lead to dissatisfaction among sellers or buyers. Any increase in seller or buyer dissatisfaction could negatively impact our revenue generation model, our costs or our business operations, any of which could reduce activity on our platform and harm our reputation and profitability.
Current wording
•The barriers to competition are low – Competitors can easily launch their own platforms at nominal cost by using commercially available software or partnering with successful ecommerce, search, advertising or social media companies. As we respond to changes in the competitive environment, we have made, and expect in the future to make pricing decisions that may negatively impact our revenue generation model.
Previous wording
We face increased competitive pressure online and offline. In particular, the competitive norm for, and the expected level of service from, ecommerce and mobile commerce has significantly increased due to, among other factors, improved user experience, greater ease of buying goods, lower (or no) shipping costs, faster shipping times and more favorable return policies. In addition, certain platform businesses, such as Alibaba, Alphabet (Google), Amazon, Apple and Meta (Facebook and Instagram), are larger than we are, have greater resources, have a dominant and secure position in other industries or certain significant markets, or offer other goods and services to consumers and merchants that we do not offer, which can drive consumers to, and keep them locked-in to, their platforms instead of ours. If we are unable to change our products, offerings and services in ways that reflect the changing demands of ecommerce and mobile commerce marketplaces, including if our sellers are unable to source items or we are unable to provide service levels (some of which depend on services provided by sellers on our platforms) in line with consumer expectations, we may not compete effectively with and adapt to changes in larger platform businesses, and our business and reputation could suffer.
Current wording
•We may not be able to engage consumers as effectively as our large competitors with broad ecosystems – Some of our competitors, such as Alibaba, Alphabet (Google), Amazon, Apple and Meta (Facebook and Instagram), are larger than we are, have greater resources, have a dominant and secure position in other industries or certain significant markets, or offer other goods and services and product ecosystems to consumers and merchants that we do not offer, which can drive consumers to, and keep them locked-in to, their platforms instead of using ours.
Previous wording
Competitors with other revenue sources or greater resources may also be able to devote more resources to marketing and promotional campaigns and buyer acquisition, adopt more aggressive pricing policies and devote more resources to website, mobile platforms and applications and systems development than we can. Other competitors may offer faster and/or free shipping, same-day delivery, more favorable return policies and other superior transaction-related services that improve the user experience on their sites, which could be impractical or inefficient for our sellers to match. Competitors may be more narrowly focused on particular types of goods and create compelling communities and may be able to innovate more quickly and efficiently, and new technologies may increase these competitive pressures by enabling competitors to offer more efficient or lower-cost services.
Current wording
•We cannot match the resources of all of our competitors – Competitors with other revenue sources or greater resources can spend more on marketing and promotional campaigns and buyer acquisition, adopt more aggressive pricing policies and devote more resources to website, mobile platforms and applications and systems development than we can.
Previous wording
Consumers that buy goods on our platforms have a wide variety of alternatives that compete against us regardless of their size or resources, including traditional department, warehouse, boutique, discount and general merchandise stores (as well as the online and mobile operations of these traditional retailers), online retailers and their related mobile offerings, direct-to-consumer offerings by makers of goods, online aggregation and classified services, social media platforms and other shopping channels, such as offline and online home shopping networks. In addition to generalist retailers, consumers may also use a large number of online and offline channels that are focused on one or more of the categories of products offered on our sites.
Current wording
•Consumers have a wide variety of alternatives that compete against us – Consumers have alternatives, such as traditional department, warehouse, boutique, discount and general merchandise stores (as well as the online and mobile operations of these traditional retailers), online retailers, direct-to-consumer offerings, online aggregation and classified services, social media platforms, new “live commerce” ventures and other shopping channels, such as offline and online home shopping networks. For example, consumers can buy and sell goods using social media, online aggregation and classifieds platforms, such as Facebook Marketplace. These consumers can also turn to shopping-comparison sites, such as Google Shopping, and social networks that enable purchases, such as Instagram and TikTok. Some consumers, including those in younger demographics, may prefer some of these alternative shopping formats to our largely fixed-price listing and traditional auction-style listing formats.
Previous wording
Consumers that buy goods on our platforms can also turn to many companies that offer a variety of services that provide other channels to find what they are looking for, including social media, online aggregation and classifieds platforms, such as Facebook Marketplace or craigslist. These consumers can also turn to shopping-comparison sites, such as Google Shopping, or social networks that enable purchases such as Instagram and TikTok. Our competitors may partner with one another and create product offerings or implement advertising or marketing strategies that may be more compelling to customers than our standalone experience. In certain markets, our fixed-price listing and traditional auction-style listing formats are increasingly being challenged by other formats, such as social commerce and business models, such as free-to-sell marketplaces. We use product search engines and paid search advertising to help users find our sites, but these services also have the potential to divert users to other online shopping destinations. These consumers may choose to search for products and services with a horizontal search engine or shopping comparison website, and such sites may also send users to other shopping destinations. In addition, sellers are increasingly utilizing multiple sales channels, including search-related advertisements on horizontal search engine sites, such as Google, to attract new customers.
Current wording
•Third-party search may direct consumers to our competitors – We use product search engines and paid search advertising to help users find our sites, and consumers increasingly use horizontal search engines, shopping comparison sites and newer technologies like AI chatbots to find products, but these services also have the potential to divert users to other online shopping destinations.
Previous wording
Consumers and merchants that sell goods on our platforms also have many alternatives, including general ecommerce marketplaces, such as Amazon and Alibaba, and more specialized marketplaces that focus on discrete categories of products. Sellers may also choose to sell their goods through alternative channels, such as multi-channel services like Shopify or social media platforms. Consumers and merchants also can create and sell through their own sites and may choose to purchase online advertising instead of using our services. Any of these alternatives or specialists may be able to more quickly and efficiently deliver attractive consumer experiences, which could drive consumers away from our Marketplace platforms and harm our business.
Current wording
•We may not keep up with seller expectations – Consumers and merchants that sell goods on our platforms also have many alternatives, including general ecommerce marketplaces, such as Amazon and Alibaba, and more specialized marketplaces that focus on discrete categories of products. Sellers may also choose to sell their goods through alternative channels, such as multi-channel services like Shopify or social media platforms. Consumers and sellers also can create and sell through their own sites and may choose to purchase online advertising instead of using our services or paying for our advertising products.
Previous wording
Although eBay has global reach, there are ecommerce businesses in many locations that have larger local customer bases or greater brand recognition than we do in those locations and markets. Regardless of their size or brand recognition, local competitors may have a better understanding of local culture and commerce and be better positioned to quickly and effectively deliver the experiences that these local consumers want, which could drive down consumer traffic to our Marketplace platforms and harm our business. We expect to increasingly compete with local competitors in developing countries that have these or other unique advantages, such as a greater familiarity with, and ability to operate efficiently under, local regulatory authorities.
Current wording
•We may struggle to keep up with local platforms in some geographies - Local competitors may have a better understanding of local culture and commerce and be better positioned to quickly and effectively deliver the experiences that these local consumers want, which could drive down consumer traffic to our platforms.
Previous wording
We generate a meaningful amount of our revenue from our Promoted Listings (a first-party advertising offering) and, to a lesser extent, third-party advertising. To sustain or increase our advertising revenue, we must continue to provide customers with compelling advertising products to maintain or increase the amount of advertising purchased through our platform. If we are unable to compete effectively for advertising spend, our business and operating results could be harmed.
Current wording
We generate a meaningful amount of our revenue from our Promoted Listings (a first-party advertising offering) and, to a lesser extent, third-party advertising. To sustain or increase our advertising revenue, we must continue to provide customers with compelling advertising products, particularly in light of the potential for AI technologies to change how consumers search for products (e.g., using AI agents and chatbots). If customers perceive that our advertising products are not effective and do not drive quick sales as effectively as off-platform alternatives, including AI technologies such as agents and chatbots, they may not pay for these services and they may be driven to try competing platforms and alternatives. If we are unable to compete effectively for advertising spend, our business and operating results could be harmed.
Previous wording
Rapid, significant technological changes continue to confront the industries in which we operate, and we cannot predict the effect of technological changes on our business. We continuously strive to create new initiatives and innovations that promote growth, such as our financial services and advertising offerings, and other features that enhance the customer experience. Developing new features can be complex, time-consuming and costly, and our investments in new innovations may not yield the expected business or financial benefits. If we fail to anticipate or identify technological trends or fail to devote appropriate resources to adapt to such trends, our business could be harmed.
Current wording
Our industry is subject to rapid technological change, and the demands and expectations of our consumers can change quickly. Predicting the changes that our consumers want, learning new technologies and developing new products and services can be complex, time-consuming and costly, and our investments in new innovations may not yield the expected business or financial benefits. If we fail to anticipate or identify technological trends or fail to devote appropriate resources to adapt to such trends, our business could be harmed.
Previous wording
We expect Gen AI to have a significant impact on the future of ecommerce, as AI technologies become increasingly important for consumers buying and selling goods online. If we are unable to identify popular Gen AI providers and AI technologies, or if we fail to utilize those technologies or develop our own technologies, our business may be harmed. For example, consumers may increasingly search for products using chatbots, virtual assistants or other Gen AI technologies powered by large language models instead of using traditional search engines. If current and future AI technologies do not send referrals to eBay at the rate of traditional search engines for any reason, the amount of buyer and seller traffic using our platforms could decrease, which could negatively impact on our business and results of operations.
Current wording
For example, we are seeing consumers increasingly search for products using chatbots, virtual assistants and other Gen AI technologies powered by large language models instead of using traditional search engines. If AI technologies do not send referrals to eBay at the rate of traditional search engines for any reason, consumer traffic on our platforms could decrease, which would negatively impact on our business and results of operations. If eBay fails to innovate in ways that encourage consumers to visit our platforms and ensure that our platforms are optimized for AI agents, we could face decreased traffic.
Previous wording
For example, the role of AI technologies, including Gen AI, in ecommerce is increasing. We expect the importance of platform referrals from AI technologies to increase over time, as buyers and sellers increasingly rely on AI to help with buying and selling decisions. In particular, we are devoting significant capital and management time and resources to use large language models to improve our products and services and to build and expand our capabilities, including our processing capacity, proprietary datasets, machine learning models and systems. While we have substantial proprietary datasets that we believe can help us develop effective capabilities, like many companies, we are new entrants into the Gen AI space. We may be slower and less efficient than our competitors in developing our Gen AI capabilities and in optimizing and utilizing our dataset assets with other AI technologies. We may also fail to identify the AI technologies that consumers want, fail to invest sufficiently in those AI technologies, or otherwise fail to incorporate those technologies into our products and services in a timely, effective and compliant manner. Any of these outcomes could place our business at a competitive disadvantage compared to our competitors, many of whom may not yet exist or be identified. If we fail, for any reason, to receive sufficient AI referrals to our Marketplace platforms, to acquire, develop or license AI technology capabilities, to utilize our proprietary datasets effectively, or to provide our buyers and sellers the AI features that matter to them, our buyers and sellers or both may choose alternatives to eBay, which could reduce our platform traffic or profits or both, and harm our business.
Current wording
We are devoting significant capital and management time and resources to using AI technologies to improve our products, services and controls, and to build and expand our capabilities. We may be slower and less efficient than certain of our competitors in developing our Gen AI capabilities and in optimizing and utilizing our datasets or other technology assets with AI technologies. We may also fail to identify the AI technologies that consumers want, fail to invest sufficiently in those AI technologies, or otherwise fail to incorporate those technologies into our products and services in a timely, effective and compliant manner. Any of these outcomes could place our business at a competitive disadvantage compared to our competitors, many of whom may not yet exist or be identified. If we fail for any reason to receive sufficient AI referrals to our platforms, or to build, license or acquire the AI technology capabilities that matter to our buyers and sellers, our buyers and sellers or both may choose alternatives to eBay, which could reduce our platform traffic and materially harm our business and results of operations.
Previous wording
In addition to our own initiatives and innovations, we rely in part on third parties, including some of our competitors, for the development of and access to new technologies. We expect that new services and technologies applicable to the industries in which we operate will continue to emerge. These new services and technologies may be superior to, or render obsolete, the technologies we currently use in our products and services. Incorporating new technologies into our products and services may require substantial expenditures and take considerable time and ultimately may not be successful. For example, Gen AI is a rapidly developing technology in its early stages of commercial use and presents certain inherent risks. There is a risk that our algorithms could produce false outcomes (e.g., Gen AI hallucinatory behavior) or other unexpected results or behaviors that could harm our reputation, business, or buyers and sellers, such as containing third party copyrighted or other protected content. In some cases, we use open source Gen AI software and datasets, which may lead to intellectual property disputes, including intellectual property ownership or copyright infringement disputes.
Current wording
In addition, embracing new and untested technologies presents certain inherent risks. For example, as we pursue new AI technologies, there is a risk that AI enhanced products could produce inaccurate, misleading, biased or false outcomes (e.g., hallucinatory behavior currently seen with Gen AI models) or other unexpected results or behaviors that could harm our reputation, business, or buyers and sellers. In some cases, we use open-source or other third-party Gen AI software and datasets, which may lead to intellectual property disputes, including intellectual property ownership or copyright infringement disputes. Some of the AI and other technology systems and services on which we rely are provided and managed by third-party service providers. To the extent that such other third-party systems or services fluctuate in cost or do not perform or function as anticipated, whether because of an inherent flaw in the technology, faulty implementation or a cybersecurity incident, such events can significantly interfere with our ability to meet our customers’ changing expectations and have an adverse impact on our business and results of operations.
Previous wording
Our international businesses, especially in the United Kingdom, Germany and Australia, and cross-border business from greater China, have generated approximately half of our net revenues in recent years. In addition to uncertainty about our ability to generate revenues from our foreign operations and expand into international markets, there are risks inherent in doing business internationally, including:
Current wording
Our international businesses, especially in the United Kingdom and Germany, and in cross-border sales from Greater China, have generated nearly half of our net revenues in recent years. Our international operations are subject to various uncertainties, costs, and risks, including:
Previous wording
•uncertainties and instability in economic and market conditions resulting from inflationary pressures, increasing interest rates and the ongoing wars in Ukraine and in the Middle East;
Current wording
•global or regional economic and market conditions;
Previous wording
•uncertainties caused by decreasing consumer confidence and demand for discretionary goods;
Current wording
•local variations in consumer confidence and demand for discretionary goods;
Previous wording
•expenses associated with localizing our products and services and customer data, including offering customers the ability to transact business in the local currency and adapting our products and services to local preferences (e.g., payment methods) with which we may have limited or no experience;
Current wording
•costs associated with localizing products, services and customer data, including the ability to transact in local currencies;
Previous wording
•credit risk and higher levels of payment fraud;
Current wording
•credit risk and higher levels of payment fraud in some geographies;
Previous wording
•political or social unrest, economic instability, repression, or human rights issues;
Current wording
•global or regional geopolitical events, including political or social unrest, economic instability, repression, human rights, armed conflicts, acts of war (or the threat thereof), and terrorism;
Previous wording
•supply chain challenges, including fluctuations in shipping costs, limitations on shipping and receiving capacity, and other supply chain disruptions;
Current wording
•global or regional supply chain challenges, including fluctuations in shipping costs, limitations on shipping and receiving capacity, complexity around payment of duties, and other supply chain disruptions;
Previous wording
•compliance with U.S. laws such as the Foreign Corrupt Practices Act, and foreign laws prohibiting corrupt payments to government officials, as well as U.S. and foreign laws designed to combat money laundering and the financing of terrorist activities;
Current wording
•compliance with laws designed to combat bribery, money laundering and the financing of terrorist activities, such as the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and EU Anti-Money Laundering Directives;
Previous wording
Cross-border trade is an important source of both revenue and profits for us. Cross-border trade also represents our primary (or in some cases, only) presence in certain important markets, such as China, and various other countries. The interpretation and/or application of laws, such as those related to intellectual property rights of authentic products, selective distribution networks, and sellers in other countries listing items on the Internet, could impose restrictions on, or increase the costs of, purchasing, selling, shipping, or returning goods across national borders. The shipping of goods across national borders is often more expensive and complicated than domestic shipping. Changes to customs authorities’ “de minimis” thresholds, as well as increased costs or fees for third party sellers, logistics providers, or online marketplaces associated with changes in customs policy, tariffs, and any other trade policies that increase the costs of cross-border trade or restrict, delay, or make cross-border trade more difficult or impractical would lower our revenues and profits and could negatively affect cross-border trade in countries where we conduct our business, which could reduce the number of consumers using our platforms and harm our business and results of operations.
Current wording
Cross-border trade is an important source of both revenue and profits for us. Cross-border trade also represents our primary (or in some cases, only) presence in certain important markets, such as Greater China, and various other countries. Therefore, changes in global trade policies can have a significant impact on buyers and sellers, which can materially harm our business. For example, trade policies that increase tariffs, shipping fees, delivery times or that otherwise restrict or make cross-border trade more difficult or impractical can reduce buying and selling activity on our platforms, which could materially adversely affect our business and results of operations.
Previous wording
Trade policy developments in the countries in which our buyers and sellers operate or procure their items, could significantly impact the cost of items sold internationally on our Marketplace platforms, limit our ability and the ability of our sellers to offer and deliver products on a timely or cost-effective basis, or otherwise adversely impact our consumers’ ability to sell products on our platforms. Further, adapting to new and changed trade restrictions can be expensive, time-consuming and very disruptive to our buyers and sellers. For example, tariffs generally apply based on the manufacturing location, rather than the selling location, of goods. These distinctions can be confusing for our sellers and lead to platform solutions that fail to satisfy all of our consumers. If we fail to quickly develop compliant shipping services that take manufacturing location into account when calculating tariff payments, our business to consumer sellers may be dissuaded from using our platforms. However, those same services may dissuade our consumer to consumer sellers from using our platforms, because they serve to increase the cost of the items they are selling.
Current wording
Any further trade policy developments, especially in key geographies such as the U.S, the U.K., and the E.U., could significantly impact the cost of items and available inventory to be bought and sold on our platforms, limit our ability and the ability of our sellers to offer and deliver products on a timely or cost-effective basis, or otherwise adversely impact our consumers’ ability to buy and sell on our platforms. Further, adapting to new and changed trade restrictions can be expensive, time-consuming and very disruptive to our buyers and sellers. For example, tariffs generally apply based on the manufacturing location, rather than the selling location, of goods. These distinctions can be confusing for our sellers and lead to platform solutions that fail to satisfy all of our customers. Our business to consumer sellers may be dissuaded from using our platforms if we do not have solutions that accurately calculate customs fees based on manufacturing location. However, those same solutions may dissuade our consumer-to-consumer sellers from using our platforms, because they serve to increase the cost of the items they are selling. The loss of sellers from one or more geographies could negatively impact the breadth and relevance of inventory available on our platforms, which could lead to decreased buyer traffic and harm our business.
Previous wording
Any change to the cost of buying and selling goods internationally, or even the public perception that such changes are imminent or could occur in the future, may reduce consumer confidence and the number of consumers using our platforms, drive consumers to alternative competitors or buying and selling channels and lead to a decrease in buying and selling on our platforms. Any such outcome could materially harm our consumers and our business, financial performance and results of operations. Although we are closely monitoring these developments to adapt to changing trade policies, there can be no assurances that we will be successful in mitigating any negative impacts.
Current wording
Any past or future changes to the cost of buying and selling goods internationally, or even the public perception that any such changes are imminent or could occur in the future, may reduce consumer confidence and the number of consumers using our platforms, drive consumers to alternative competitors or buying and selling channels and lead to a decrease in buying and selling on our platforms. Any such outcome could materially reduce the activity of consumers on our platforms and harm our business, financial performance and results of operations.
Previous wording
Changes to our programs to protect buyers and sellers could increase our costs and loss rate, and failure to manage such programs effectively can result in harm to our reputation.
Current wording
Our buyer and seller trust and protection programs increase our costs and loss rate, and failure to manage such programs effectively can damage customers’ trust in transacting on our platforms, which could harm our business.
Previous wording
Our eBay Money Back Guarantee program is intended to compensate users who believe that they have not received the item that they purchased or have received an item different from what was described. We expect to continue to receive communications from users requesting reimbursement or threatening or commencing legal action against us if no reimbursement is made. Litigation, legislation, or regulation involving liability for any seller fraud or non-performance could result in increased costs of doing business, lead to adverse judgments or settlements or otherwise harm our business. In addition, affected users may complain to regulatory agencies that could take action against us, including imposing fines or seeking injunctions.
Current wording
For example, our eBay Money Back Guarantee program is intended to compensate users who have not received the item that they purchased or have received an item different from what was described. We expend, and expect to continue to expend, significant time and resources managing this program, and litigation, legislation, or regulation involving liability for any seller fraud or non-performance could increase our costs, lead to adverse judgments, settlements or regulatory fines and injunctions, and otherwise harm our business. In addition, we rely on shipping carriers to deliver items purchased on our Marketplace platforms and to provide tracking and delivery confirmation. If these carriers experience performance issues, including delays, losses, damage, or inaccurate tracking information, we may incur increased costs and loss rates under our eBay Money Back Guarantee program. While we may seek reimbursement or other recovery from carriers in certain circumstances, such recovery may be delayed, disputed, or insufficient to offset our losses.
Previous wording
Since transitioning to our payments platform, we have experienced and may continue to experience increased costs from chargebacks on payments, due to instances of forced transaction reversals initiated by buyers through their payment card issuers. These forced transaction reversals can be initiated for a number of reasons, including, but not limited to, alleged seller fraud or nonperformance.
Current wording
We have experienced and expect to continue to experience increased costs from chargebacks through our payments platforms, due to forced transaction reversals initiated by buyers through their payment card issuers. These forced transaction reversals can be initiated for a number of reasons, including, but not limited to, alleged seller fraud or nonperformance, and our efforts to object to such reversals may not be successful.
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Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
We expect that new services and technologies applicable to the industries in which we operate will continue to emerge. These new services and technologies may be superior to, or render obsolete, the technologies we currently use in our products and services. Incorporating new technologies into our products and services may require substantial expenditures and take considerable time and ultimately may not be successful. For example, within certain product categories like fashion, we have experienced increased consumer demand for delivery options, such as pick-up and drop-off, and shipping options, such as low (or no) cost shipping, that we do not currently provide at scale across all geographies in which we operate.
Current report — wording carried from elsewhere
•adapting our products and services to local preferences (e.g., payment methods);
Current report — wording carried from elsewhere
We also rely on facilities, components and services supplied by third parties and our business may be materially adversely affected to the extent third party facilities, components or services suffer a business interruption or otherwise do not meet our expectations. For example, the closure (for any reason) of any of our third-party hosting facilities could cause system interruptions and delays, result in loss of critical data and cause lengthy interruptions in our services. While we carry business interruption insurance, it may not be sufficient to compensate us for losses that may result from business interruptions.
Current report — wording carried from elsewhere
Legal or regulatory developments in any geography where we operate that restrict immigration could affect our ability to attract, retain and motivate personnel. We do not have long-term employment agreements with any of our key employees and do not maintain any “key person” life insurance policies outside of policies we may assume as part of an acquisition. Our business is primarily non-unionized, but we have some works councils outside the United States. The unionization or related activism of significant employee populations, including in the United States, could result in higher costs and other operational changes necessary to respond to changing conditions and to establish new relationships with worker representatives. In addition, from time to time we have announced restructuring plans that include workforce reductions, and we may make similar announcements in the future. Any such plans could divert management attention, adversely affect employee morale and turnover, and damage our reputation as an employer, which could increase the difficulty of attracting, retaining and motivating qualified personnel and maintaining our corporate culture.
Current report — wording carried from elsewhere
Our acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments create potential material risks to our business.
Current report — wording carried from elsewhere
As the number of intellectual property owners and products in the software industry increases and the functionality of these products further overlaps, and as we acquire technology through acquisitions or licenses, we may become increasingly subject to patent suits and other infringement claims, including copyright, and trademark infringement claims. For example, the intellectual property ownership and license rights surrounding AI technologies, including Gen AI, have not been fully addressed by U.S. courts or by U.S. or international laws or regulations, and the use or adoption of third-party Gen AI technologies, and their related datasets, into our products and services may result in claims of intellectual property infringement or misappropriation, or in the inability to enforce our rights against third parties, which could in each case harm our business and financial results.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
•We are subject to laws and regulations that are not primarily intended for online commerce, and interpretations of these laws and regulations could harm our business.
Previous report — wording carried elsewhere
In addition, we have announced restructuring plans that include workforce reductions in the past, such as our announcement in, January 2024, and we may make similar announcements in the future. Any such restructuring plans, reductions in force or other cost-cutting measures could divert management attention, adversely affect employee morale and turnover, and damage our reputation as an employer, which could increase the difficulty of attracting, retaining and motivating qualified personnel and maintaining our corporate culture. Further, our reduced headcount following such restructuring plans and any further turnover may increase the difficulty of executing on our plans, including due to the loss of historical, technical or other expertise, which may have an adverse effect on our business, prospects and results of operations.
Previous report — wording carried elsewhere
Third parties who provide services directly to us or our sellers may not continue to do so on acceptable terms, or at all. If any third parties were to stop providing services to us or our sellers on acceptable terms, including as a result of bankruptcy, we may be unable to procure alternatives from other third parties in a timely and efficient manner and on acceptable terms, or at all.
Previous report — wording carried elsewhere
We are subject to laws and regulations that are not primarily intended for online commerce, and interpretations of these laws and regulations could harm our business.
Previous report — wording carried elsewhere
Acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments could result in operating difficulties and could harm our business or impact our financial results.