EBAY INC

Previous wording

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with “Forward-Looking Statement” and the condensed consolidated financial statements and the related notes included in this report, and “Risk Factors” in Part I, Item 1A of the 2025 Form 10-K. This section of this Form 10-Q generally discusses items relating to the three-month periods ended March 31, 2026 and 2025 and comparisons between the respective periods.

Current wording

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with “Forward-Looking Statements” and the condensed consolidated financial statements and the related notes included in this report, and “Risk Factors” in Part I, Item 1A of the 2025 Form 10-K. This section of this Form 10-Q generally discusses items relating to the three and six-month periods ended June 30, 2026 and 2025 and comparisons between the respective periods.

Previous wording

As a global commerce leader and third-party marketplace, our technologies and services are designed to provide buyers choice and a breadth of relevant inventory from around the globe and to enable sellers’ access to eBay’s 136 million buyers worldwide. Our business model is designed such that we are successful when our sellers are successful. We earn revenue primarily through fees collected on paid transactions, first-party advertising and shipping.

Current wording

As a global commerce leader and third-party marketplace, our technologies and services are designed to provide our buyers choice and a breadth of relevant inventory from around the globe and to enable our sellers to access eBay’s 136 million buyers worldwide. Our business model is designed such that we are successful when our sellers are successful. We earn revenue primarily through fees collected on paid transactions, first-party advertising and shipping.

Previous wording

eBay’s strategy is centered on reinventing the future of ecommerce for enthusiasts by delivering trusted, engaging shopping experiences for our customers. Our approach leverages our 30+ years of global commerce expertise and data with advanced technology, including the use of artificial intelligence (“AI”), to enhance the marketplace experience, reduce transactional friction and drive operational efficiency. Our Marketplace platforms enable buyers and sellers to benefit from our global scale and continued investments in technology, marketing and customer service. We provide a comprehensive suite of features and services designed to enhance the overall customer experience, leveraging innovation and trust-based programs to simplify commerce, improve efficiency and strengthen engagement and consumer confidence across our global marketplaces.

Current wording

eBay’s strategy is centered on reinventing the future of ecommerce for enthusiasts by delivering trusted, engaging shopping experiences for our customers. Our approach leverages our 30+ years of global commerce expertise and data with advanced technology, including the use of artificial intelligence (“AI”), to enhance the marketplace experience, reduce transactional friction and drive operational efficiency. Our Marketplace platforms enable our buyers and sellers to benefit from our global scale and continued investments in technology, marketing and customer service. We provide a comprehensive suite of features and services designed to enhance the overall customer experience, leveraging innovation and trust-based programs to simplify commerce, improve efficiency and strengthen engagement and consumer confidence across our global marketplaces.

Previous wording

We generated cash flow from continuing operating activities of $970 million for the three months ended March 31, 2026 compared to $755 million in the same period in 2025.

Current wording

We generated cash flow from continuing operating activities of $549 million for the three months ended June 30, 2026 compared to $340 million used in continuing operating activities in the same period in 2025.

Previous wording

We repurchased $500 million of common stock and paid $139 million in cash dividends during the three months ended March 31, 2026.

Current wording

We repurchased $310 million of common stock and paid $138 million in cash dividends during the three months ended June 30, 2026.

Previous wording

In February 2026, we entered into a definitive agreement to acquire Depop, Inc., a leading C2C fashion marketplace, for approximately $1.2 billion in cash, subject to certain purchase price adjustments. The transaction is currently expected to close by the end of the third quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals.

Current wording

In February 2026, we entered into a definitive agreement to acquire all of the outstanding equity interests of Depop Limited, a leading consumer-to-consumer (“C2C”) fashion marketplace, for $1.2 billion in cash, subject to certain purchase price adjustments. The transaction closed on July 30, 2026. We paid $1.4 billion in cash, inclusive of preliminary purchase price adjustments, subject to finalization.

Previous wording

(1)Net revenues included $13 million of hedging losses for the three months ended March 31, 2026, compared to $8 million of hedging gains during the same period in 2025.

Current wording

(1)Net revenues included $1 million and $14 million of hedging losses for the three and six months ended June 30, 2026, respectively, compared to $6 million of hedging losses and $2 million of hedging gains during the same periods in 2025.

Previous 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, including as a result of tariffs, global trade announcements, war and other uncertainties. 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 in “Part I — Item 1A: Risk Factors” of the 2025 Form 10-K.

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, including as a result of tariffs, global trade announcements, war and other uncertainties. Through our hedging programs, we actively monitor foreign currency volatility and attempt to mitigate significant movements. As shown in the table above, we generate nearly half of our net revenues internationally. Therefore, we are subject to the risks related to conducting business in foreign countries as discussed in “Part I — Item 1A: Risk Factors” of the 2025 Form 10-K.

Previous wording

Foreign currency movements relative to the U.S. dollar had a favorable impact of $78 million for the three months ended March 31, 2026 compared to an unfavorable impact of $21 million during the same period in 2025. The effect of foreign currency exchange rate movements for the three months ended March 31, 2026 compared to the same period in 2025 was primarily attributable to the weakening of the U.S. dollar against the euro and other major currencies.

Current wording

Foreign currency movements relative to the U.S. dollar had favorable impacts of $22 million and $100 million on net revenues for the three and six months ended June 30, 2026, respectively, compared to favorable impacts of $32 million and $11 million during the same periods in 2025. The effect of foreign currency exchange rate movements for the three and six months ended June 30, 2026 compared to the same periods in 2025 was primarily attributable to the weakening of the U.S. dollar against the euro and other major currencies.

Previous wording

(1)Net revenues included $13 million of hedging losses for the three months ended March 31, 2026, compared to $8 million of hedging gains during the same period in 2025.

Current wording

(1)Net revenues included $1 million and $14 million of hedging losses for the three and six months ended June 30, 2026, respectively, compared to $6 million of hedging losses and $2 million of hedging gains during the same periods in 2025.

Previous wording

Net revenues increased during the three months ended March 31, 2026 compared to the same period in 2025 primarily due to higher GMV, increased first party advertising penetration, and higher volume and favorable rates associated with our U.S. net shipping program. The increase in first party advertising revenue was driven by increased adoption and attribution changes that enhanced our ability to convert first-party ads, which increased monetization during the period.

Current wording

Net revenues increased during the three and six months ended June 30, 2026 compared to the same period in 2025 primarily due to higher GMV, increased first party advertising penetration, and higher volume and favorable rates associated with our U.S. net shipping program. The increase in first party advertising revenue was driven by increased adoption and attribution changes that enhanced our ability to convert first-party ads, which increased monetization during the period.

Previous wording

The increase in GMV during the three months ended March 31, 2026 compared to the same period in 2025 was primarily driven by the continued execution of our strategic initiatives and improved U.S. consumer demand with growth improving sequentially across all our major categories. GMV growth across Focus Categories, C2C and Recommerce, which includes pre-owned and refurbished, outpaced the remainder of our Marketplace, with particularly strong performance in Collectibles, Motors Parts & Accessories, Fashion and Electronics. C2C growth outpaced B2C growth across the United States, United Kingdom and Germany. These increases were partially offset by continued challenging macroeconomic conditions across certain international markets.

Current wording

The increase in GMV during the three and six months ended June 30, 2026 compared to the same period in 2025 was primarily driven by the continued execution of our strategic initiatives and improved U.S. consumer demand with growth improving sequentially across all our major categories. GMV growth across Focus Categories, C2C and Recommerce, which includes pre-owned and refurbished goods, outpaced the remainder of our Marketplace, with particularly strong performance in Collectibles, Motors Parts & Accessories, Fashion and Refurbished Goods. C2C growth outpaced B2C growth across the United States, the United Kingdom and Germany. These increases were partially offset by continued challenging macroeconomic conditions across certain international markets.

Previous wording

(1)Cost of net revenues were net of immaterial hedging activity for the three months ended March 31, 2026 and 2025, respectively.

Current wording

(1)Cost of net revenues was net of immaterial hedging activity for the three and six months ended June 30, 2026 and 2025.

Previous wording

(2)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $17 million on cost of net revenues for the three months ended March 31, 2026, compared to favorable impact of $5 million during the same period in 2025.

Current wording

(2)Foreign currency movements relative to the U.S. dollar had unfavorable impacts of $3 million and $20 million on cost of net revenues for the three and six months ended June 30, 2026, respectively, compared to unfavorable impacts of $8 million and $3 million during the same periods in 2025.

Previous wording

The increase in cost of net revenues for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to increases of $38 million driven by payment processing volume, $17 million due to the unfavorable impact of foreign currency movements, $16 million in cost of promoted listings products and $12 million in data center costs.

Current wording

The increase in cost of net revenues for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to increases of $82 million in payment processing costs driven by higher payment processing volume, $36 million of promoted offsite advertising costs, $28 million of data center and site operations costs and $20 million due to the unfavorable impact of foreign currency movements.

Previous wording

(1)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $45 million on operating expenses for the three months ended March 31, 2026, compared to a favorable impact of $12 million during the same period in 2025.

Current wording

(1)Foreign currency movements relative to the U.S. dollar had unfavorable impacts of $9 million and $54 million on operating expenses for the three and six months ended June 30, 2026, respectively, compared to an unfavorable impact of $12 million and an immaterial favorable impact during the same periods in 2025.

Previous wording

The increase in sales and marketing expenses for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to increases of $89 million in marketing program costs, $27 million due to the unfavorable impact of foreign currency movements and $16 million in employee-related costs.

Current wording

The increase in sales and marketing expenses for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to increases of $170 million in marketing program costs, $37 million in employee-related costs and $33 million due to the unfavorable impact of foreign currency movements.

Previous wording

The increase in product development expenses for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to an increase in employee-related costs.

Current wording

The increase in product development expenses for the three and six months ended June 30, 2026 compared to the same periods in 2025 was primarily due to an increase in employee-related costs.

Previous wording

The increase in general and administrative expenses for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to $104 million of restructuring costs and executive bonuses and $35 million in employee-related costs.

Current wording

The increase in general and administrative expenses for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to increases of $53 million of employee-related costs, $50 million of restructuring costs, partially offset by $29 million of lower legal and transaction related costs.

Previous wording

The increase in transaction losses for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to $17 million from the ramping of new initiatives, $15 million from higher volume and rate fluctuations and $11 million from unfavorable fluctuations in buyer and seller fraud and recovery rates.

Current wording

The increase in transaction losses for the three months ended June 30, 2026 compared to the same period in 2025 was primarily due to $31 million from unfavorable fluctuations in buyer and seller fraud and recovery rates and $14 million from higher volume.

Previous wording

Gain (loss) on equity investments and warrants, net primarily consists of gains and losses related to our various types of equity investments. Gain (loss) on equity investments and warrants, net were immaterial for the three months ended March 31, 2026 and 2025. Refer to “Note 5 — Investments” for further details about our equity investments.

Current wording

Gain (loss) on equity investments and warrants, net primarily consists of gains and losses related to our various types of equity investments. Gain (loss) on equity investments and warrants, net was immaterial for the three and six months ended June 30, 2026 and 2025. Refer to “Note 5 — Investments” for further details about our equity investments.

Previous wording

Interest income decreased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a lower average notional amount of fixed-income investments and lower yields.

Current wording

The decrease in interest income for the three and six months ended June 30, 2026 compared to the same periods in 2025 was primarily due to a lower average notional amount of fixed-income investments and lower yields.

Previous wording

The decrease in our effective tax rate for the three months ended March 31, 2026 compared to the same periods in 2025 was primarily due to an increase in excess tax benefits on stock-based compensation.

Current wording

The decrease in our effective tax rate for the three and six months ended June 30, 2026 compared to the same periods in 2025 was primarily due to an increase in excess tax benefits on stock-based compensation as well as a non-recurring remeasurement of deferred tax liabilities due to enacted Illinois legislation regarding the taxability of foreign earnings in 2025.

Previous wording

Cash provided by continuing operating activities increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to an increase in net revenues and other working capital movements.

Current wording

Cash provided by continuing operating activities increased for the six months ended June 30, 2026 compared to the same period in 2025 primarily due to a decrease in cash paid for income taxes of $794 million, an increase in net revenues and other working capital movements.

Previous wording

Cash provided by continuing investing activities of $783 million for the three months ended March 31, 2026 was primarily attributable to proceeds of $684 million from the sale of investments, $352 million from the maturities of investments and $194 million from shareholder distributions from equity investments, partially offset by cash paid for investments of $364 million and property and equipment of $72 million.

Current wording

Cash provided by continuing investing activities of $199 million for the six months ended June 30, 2026 was primarily attributable to proceeds of $1.1 billion from the maturities of investments, $684 million from the sale of investments and $194 million from shareholder distributions from equity investments, partially offset by cash paid for investments of $1.4 billion and property and equipment of $295 million.

Previous wording

Cash provided by continuing investing activities of $1.3 billion for the three months ended March 31, 2025 was primarily attributable to proceeds of $4.6 billion from the maturities of investments, partially offset by cash paid for investments of $3.0 billion and property and equipment of $111 million.

Current wording

Cash provided by continuing investing activities of $1.4 billion for the six months ended June 30, 2025 was primarily attributable to proceeds of $6.5 billion from the maturities of investments and $225 million from the Aurelia shareholder distribution, partially offset by cash paid for investments of $5.0 billion and property and equipment of $212 million.

Previous wording

Cash used in continuing financing activities of $561 million for the three months ended March 31, 2026 was primarily attributable to the $486 million paid to repurchase common stock and $139 million paid in cash dividends.

Current wording

Cash used in continuing financing activities of $1.0 billion for the six months ended June 30, 2026 was primarily attributable to the $809 million paid to repurchase common stock, the repayment of the $750 million aggregate principal amount of our previously outstanding 1.400% senior notes due 2026 and $277 million paid in cash dividends, partially offset by proceeds of $739 million from the issuance of commercial paper.

Previous wording

Cash used in continuing financing activities of $1.2 billion for the three months ended March 31, 2025 was primarily attributable to the repayment of the $800 million aggregate principal amount of our previously outstanding 1.900% senior notes due 2025, $615 million paid to repurchase common stock, the $441 million repayment of commercial paper, and $134 million paid in cash dividends, partially offset by proceeds of $568 million from the issuance of commercial paper.

Current wording

Cash used in continuing financing activities of $2.0 billion for the six months ended June 30, 2025 was primarily attributable to the $1.2 billion paid to repurchase common stock, the $818 million repayment of commercial paper, the repayment of the $800 million aggregate principal amount of our previously outstanding 1.900% senior notes due 2025 and $268 million paid in cash dividends, partially offset by proceeds of $943 million from the issuance of commercial paper.

Previous wording

The negative effect of exchange rate movements on cash, cash equivalents and restricted cash for the three months ended March 31, 2026 compared to the 2025 was due to the strengthening of the U.S. dollar against other currencies.

Current wording

The negative effect of exchange rate movements on cash, cash equivalents and restricted cash for the six months ended June 30, 2026 compared to the 2025 was due to the strengthening of the U.S. dollar against other currencies.

Previous wording

As of March 31, 2026 and December 31, 2025, we had assets classified as cash and cash equivalents as well as short-term and long-term non-equity investments, in an aggregate amount of $5.1 billion and $4.8 billion, respectively. These amounts do not include cash held on behalf of customers related to marketplace activity of $1.2 billion and $1.0 billion, respectively, which are recognized separately within “Customer accounts and funds receivable” with a corresponding liability within “Customer accounts and funds payable” on our condensed consolidated balance sheet. These amounts also do not include restricted cash related to safeguarding customer funds, our global sabbatical program, and other compensation arrangements held in escrow totaling $154 million and $171 million, respectively. We believe these assets, together with cash expected to be generated from operations, borrowings available under our credit agreement and commercial paper program, and our access to capital markets, will be sufficient to satisfy our material cash requirements over the next 12 months and for the foreseeable future.

Current wording

As of June 30, 2026 and December 31, 2025, we had assets classified as cash and cash equivalents as well as short-term and long-term non-equity investments, in an aggregate amount of $4.9 billion and $4.8 billion, respectively. These amounts do not include cash held on behalf of customers related to marketplace activity of $1.2 billion and $1.0 billion, respectively, which are recognized separately within “Customer accounts and funds receivable” with a corresponding liability within “Customer accounts and funds payable” on our condensed consolidated balance sheet. These amounts also do not include restricted cash related to safeguarding customer funds, our global sabbatical program, and other compensation arrangements held in escrow totaling $157 million and $171 million, respectively. We believe these assets, together with cash expected to be generated from operations, borrowings available under our credit agreement and commercial paper program, and our access to capital markets, will be sufficient to satisfy our material cash requirements over the next 12 months and for the foreseeable future.

Previous wording

As of March 31, 2026, we had fixed-rate senior notes outstanding with an aggregate principal amount of $6.8 billion, with $750 million aggregate principal amount payable within 12 months.

Current wording

As of June 30, 2026, we had fixed-rate senior notes outstanding with an aggregate principal amount of $6.0 billion, with $850 million aggregate principal amount payable within 12 months.

Previous wording

We have a commercial paper program pursuant to which we may issue commercial paper notes in an aggregate principal amount at maturity of up to $1.5 billion outstanding at any time with maturities of up to 397 days from the date of issue. Commercial paper is carried at amortized cost, which approximates its fair value due to the short-term nature of these instruments. As of March 31, 2026 and December 31, 2025, we had no commercial paper notes outstanding. During the three months ended March 31, 2025, we repaid the $450 million aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity and issued $575 million aggregate principal amount of commercial paper notes, of which $360 million aggregate principal amount had original maturities less than 90 days and $215 million aggregate principal amount had original maturities greater than 90 days.

Current wording

During the six months ended June 30, 2025, we repaid the $830 million aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity and issued $955 million aggregate principal amount of commercial paper notes, of which $567 million aggregate principal amount had original maturities less than 90 days and $388 million aggregate principal amount had original maturities greater than 90 days. As of December 31, 2025, we had no commercial paper notes outstanding.

Previous wording

We have a credit agreement maturing in January 2029 that provides for an unsecured $2.0 billion five-year revolving credit facility. We may also, subject to the agreement of the applicable lenders, increase the commitments under the revolving credit facility by up to $1.0 billion. Funds borrowed under the credit agreement may be used for working capital, capital expenditures, acquisitions and other general corporate purposes and will bear interest at either (i) a customary forward-looking term rate based on the secured overnight financing rate published by CME Group for the relevant interest period plus an adjustment of 0.1% or (ii) a customary base rate formula, plus a margin (based on our public debt ratings) ranging from 0% to 0.375%. The covenants of the credit agreement are discussed in “Note 9 — Debt” to the condensed consolidated financial statements included in this report. As of March 31, 2026, we had no commercial paper notes outstanding; therefore, $2.0 billion of borrowing capacity was available for other purposes permitted by the credit agreement.

Current wording

We have a credit agreement maturing in January 2029 that provides for an unsecured $2.0 billion five-year revolving credit facility. We may also, subject to the agreement of the applicable lenders, increase the commitments under the revolving credit facility by up to $1.0 billion. Funds borrowed under the credit agreement may be used for working capital, capital expenditures, acquisitions and other general corporate purposes and will bear interest at either (i) a customary forward-looking term rate based on the secured overnight financing rate published by CME Group for the relevant interest period plus an adjustment of 0.1% or (ii) a customary base rate formula, plus a margin (based on our public debt ratings) ranging from 0% to 0.375%. The covenants of the credit agreement are discussed in “Note 9 — Debt” to the condensed consolidated financial statements included in this report. As of June 30, 2026, we had $750 million aggregate principal amount of commercial paper notes outstanding; therefore, $1.3 billion of borrowing capacity was available for other purposes permitted by the credit agreement.

Previous wording

During the three months ended March 31, 2026, we repurchased $500 million of our common stock under our stock repurchase program. As of March 31, 2026, a total of $2.3 billion remained available for future repurchases of our common stock. See “Note 11 — Stockholders’ Equity” to the condensed consolidated financial statements included in this report for more information about our stock repurchase program.

Current wording

During the six months ended June 30, 2026, we repurchased $810 million of our common stock under our stock repurchase program. As of June 30, 2026, a total of $2.0 billion remained available for future repurchases of our common stock. See “Note 11 — Stockholders’ Equity” to the condensed consolidated financial statements included in this report for more information about our stock repurchase program.

Previous wording

During the three months ended March 31, 2026, we paid a total of $139 million in cash dividends compared to $134 million paid during the same period in 2025. In April 2026, our Audit Committee declared a cash dividend of $0.31 per share of common stock to be paid on June 12, 2026 to stockholders of record as of May 29, 2026.

Current wording

During the three and six months ended June 30, 2026, we paid a total of $138 million and $277 million in cash dividends, respectively, compared to $134 million and $268 million paid during the same periods in 2025. In July 2026, our Audit Committee declared a cash dividend of $0.31 per share of common stock to be paid on September 11, 2026 to stockholders of record as of August 28, 2026.