EBAY

MKT CAP $54.7BP/E —DIV YIELD —FCF YIELD 4.44%REV TTM $12B +14.7%NET INCOME $2.2B +2.1%NET DEBT $5.4B52W 79.41 – 122.91NEXT EARNINGS Nov 4SEC XBRL · TTM TO Invalid Date

How EBAY rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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GMV consists of the total value of all paid transactions between users on our Marketplace platforms during the applicable period inclusive of shipping fees and taxes, without adjustment for returns or cancellations.
The following table also presents a reconciliation of FX-Neutral net revenues and FX-Neutral GMV (each as defined above) to our reported net revenues and GMV for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 2024 % Change As Reported (1) Exchange Rate Effect FX-Neutral As Reported As Reported FX-Neutral Net revenues $ 11,100 $ 47 $ 11,053 $ 10,283 8 % 7 % GMV $ 79,609 $ 713 $ 78,896 $ 74,667 7 % 6 % Take rate 13.94 % 13.77 % 0.17 % Year Ended December 31, 2024 2023 % Change As Reported (1) Exchange Rate Effect FX-Neutral As Reported As Reported FX-Neutral Net revenues $ 10,283 $ 2 $ 10,281 $ 10,112 2 % 2 % GMV $ 74,667 $ 430 $ 74,237 $ 73,206 2 % 1 % Take rate 13.77 % 13.81 % (0.04) % (1) Net revenues included $41 million of hedging losses during 2025 compared to $54 million of hedging losses during 2024 and $56 million of hedging gains during 2023.
Net revenues increased during 2025 compared to 2024 primarily due to higher GMV, increased penetration of first party advertising and the ramping of our U.K. shipping program.
The increase in net revenues was partially offset by lower fees in connection with our U.K. consumer-to-consumer initiative.
The increase in GMV during 2025 compared to 2024 was primarily driven by the continued execution of our strategic initiatives and improved U.S. consumer demand throughout 2025.
GMV growth in Focus Categories, including Collectibles, Motors Parts & Accessories, Luxury, Refurbished, Apparel and Sneakers, outpaced the remainder of our Marketplace.
The increase in GMV was partially offset by the impact of tariffs, including the elimination of the U.S. de minimis trade exemption.
During 2025, we experienced an increase in canceled orders as buyers and sellers adapted to new U.S. trade policies.
This trend may continue depending on the state of future global trade policies and the speed with which our buyers and sellers adjust to these changes or respond to uncertainty around global trade policies.
Changes in return and cancellation rates can impact our GMV growth rate and related take rate.
As a result, we clarified above that our definition of GMV includes returns and cancellations.
We have consistently included returns and cancellations in our previously reported GMV.
In the United States, GMV growth was driven by the continued execution of our strategic initiatives and favorable trends in consumer demand as reflected in the broad-based strength across categories, with particularly strong performance in Collectibles.
The increase in GMV was also attributable to increases in both sold items and average selling price, the expansion of the Klarna buyer payment option and efficiency in lower-funnel marketing spend.
International GMV growth was primarily driven by cross-border trade, led by increased exports from Greater China and Japan into our major markets.
In the U.K., volume increased following recent enhancements to our consumer-to-consumer initiative.
These increases were partially offset by continued challenging macroeconomic conditions across international markets through 2025.
The following table presents cost of net revenues for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 % Change 2024 % Change 2023 Cost of net revenues (1)(2) $ 3,169 10 % $ 2,880 2 % $ 2,833 % of net revenues 29 % 28 % 28 % (1) Cost of net revenues were net of immaterial hedging activity during 2025, 2024 and 2023, respectively.
(2) Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $21 million on cost of net revenues during 2025 compared to unfavorable impacts of $7 million and $2 million during 2024 and 2023, respectively.
The increase in cost of net revenues during 2025 compared to 2024 was primarily due to increases of $108 million in shipping costs, $61 million in cost of promoted listings products, $55 million in depreciation expense due to the prior year benefit related to the change in useful lives of our servers and networking equipment, $37 million in customer support costs, $32 million in payment processing costs and $11 million in authentication costs, partially offset by a $37 million benefit from the settlement of a multi-year contract and a $35 million decrease in indirect tax expense.
Operating Expenses The following table presents operating expenses for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 % Change 2024 % Change 2023 Sales and marketing $ 2,394 3 % $ 2,319 5 % $ 2,217 % of net revenues 22 % 23 % 22 % Product development 1,642 11 % 1,479 (4) % 1,544 % of net revenues 15 % 14 % 15 % General and administrative 1,198 31 % 914 (24) % 1,196 % of net revenues 11 % 9 % 12 % Transaction losses 396 12 % 353 (2) % 360 % of net revenues 4 % 3 % 4 % Amortization of acquired intangible assets 24 ** 20 ** 21 Total operating expenses (1) $ 5,654 11 % $ 5,085 (5) % $ 5,338 (1) Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $34 million on operating expenses during 2025 compared to an unfavorable impact of $9 million during 2024 and a favorable impact of $16 million during 2023. ** Percentage change not meaningful Sales and Marketing Sales and marketing expenses primarily consist of marketing program costs, employee compensation (including stock-based compensation), certain user coupons and rewards, contractor costs, facilities costs and depreciation on equipment.
Marketing program costs represent promotional expenses incurred across various channels, such as paid search, affiliate marketing, display advertising, brand campaigns and buyer/seller communications.
The increase in sales and marketing expenses during 2025 compared to 2024 was primarily due to increases of $30 million in employee-related costs and $23 million due to the unfavorable impact of foreign currency movements.
The increase in product development expenses during 2025 compared to 2024 was primarily due to an increase in employee-related costs.
Capitalized platform development costs were $134 million and $108 million in 2025 and 2024, respectively.
The increase in general and administrative expenses during 2025 compared to 2024 was primarily due to $91 million of senior leader transitions and restructuring costs, $61 million of legal accruals recorded during 2025, $56 million in employee-related costs and legal accrual releases in 2024 of $56 million.
Transaction losses Transaction losses consists primarily of losses resulting from our buyer protection programs, chargebacks for unauthorized credit card use, and merchant related chargebacks due to non-delivery of goods or services.
We expect our transaction losses to fluctuate depending on many factors, including changes to our protection programs, macroeconomic conditions and volume.
The increase in transaction losses during 2025 compared to 2024 was primarily driven by volume as well as the ramping of shipping programs and unfavorable fluctuations in buyer and seller fraud and recovery rates.
Gain (loss) on equity investments and warrants, net Gain (loss) on equity investments and warrants, net primarily consists of gains and losses related to our various types of equity investments, including our equity investments in Adevinta ASA (“Adevinta”), Adyen N.V.
(“Adyen”), Aurelia, Gmarket Global LLC (“Gmarket”), and gains and losses due to changes in fair value of the warrant received from Adyen.
The following table presents Gain (loss) on equity investments and warrants, net for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 % Change 2024 % Change 2023 Unrealized change in fair value of equity investment in Adevinta $ — (100) % $ (234) (113) % $ 1,782 Realized change in fair value of shares sold in Adevinta — (100) % 78 100 % — Realized change in fair value of shares sold in Adyen — (100) % (57) (100) % — Realized change in fair value of shares sold in Aurelia — (100) % (11) (100) % — Unrealized change in fair value of equity investment in Gmarket — (100) % (12) 88 % (96) Realized change in fair value of shares sold in Gmarket — ** (1) ** — Gain (loss) on other investments 10 233 % 3 175 % (4) Change in fair value of warrants (5) (103) % 158 5 % 150 Total gain (loss) on equity investments and warrants, net $ 5 (107) % $ (76) (104) % $ 1,832 ** Percentage change not meaningful The change in Gain (loss) on equity investments and warrants, net during 2025 compared to 2024 was primarily due to lower activity in 2025 following the sale of our investments in Adevinta, Adyen, and Gmarket in 2024, including the exercise of the Adyen warrant.
Refer to “Note 5 — Investments” for further details about our equity investments.
The following table presents interest expense and interest income and other, net for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 % Change 2024 % Change 2023 Interest expense $ (246) (5) % $ (259) (2) % $ (263) Percentage of net revenues (2) % (3) % (3) % Interest income $ 265 (3) % $ 272 33 % $ 204 Foreign exchange and other 6 ** 23 ** (7) Total interest income and other, net $ 271 (8) % $ 295 50 % $ 197 Percentage of net revenues 2 % 3 % 2 % ** Percentage change not meaningful Interest expense decreased during 2025 compared to 2024 primarily due to a lower average notional amount of outstanding debt.
Interest income decreased during 2025 compared to 2024 primarily due to a lower average notional amount of fixed-income investments.
Income Tax Provision The following table presents provision for income taxes and effective tax rate for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 2024 2023 Income tax provision $ 311 $ 297 $ 932 Effective tax rate 13.5 % 13.0 % 25.1 % The increase in our effective tax rate for 2025 compared to 2024 was primarily driven by lower benefits in 2025 resulting from audit settlements and the net impact of the One Big Beautiful Bill Act, relative to the benefits from the sale of Gmarket recognized in 2024.
These effects were partially offset by increased excess tax benefits on stock-based compensation.
Liquidity and Capital Resources Cash Flows Year Ended December 31, 2025 2024 2023 (In millions) Net cash provided by (used in): Continuing operating activities $ 2,009 $ 2,414 $ 2,431 Continuing investing activities 1,420 2,213 240 Continuing financing activities (3,661) (3,806) (2,450) Effect of exchange rates on cash, cash equivalents and restricted cash 51 (28) 5 Net decrease in cash, cash equivalents and restricted cash - discontinued operations (50) — (5) Net increase (decrease) in cash, cash equivalents and restricted cash $ (231) $ 793 $ 221 Continuing Operating Activities Our operating cash flows arise primarily from cash received from our customers on our Marketplace platforms, offset by cash payments for sales and marketing, employee compensation and payment processing expenses.
Cash provided by continuing operating activities of $2.0 billion in 2025 compared to $2.4 billion in 2024 was primarily due to an increase in cash paid for income taxes of $685 million and other working capital movements, partially offset by an $817 million increase in net revenues.
Continuing Investing Activities Cash provided by continuing investing activities of $1.4 billion in 2025 was primarily attributable to proceeds of $8.7 billion from the maturities and sales of investments, partially offset by cash paid for investments of $6.7 billion and property and equipment of $525 million.

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Gone since FY2024

GMV consists of the total value of all paid transactions between users on our Marketplace platforms during the applicable period inclusive of shipping fees and taxes.
The following table also presents a reconciliation of FX-Neutral net revenues and FX-Neutral GMV (each as defined above) to our reported net revenues and GMV for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 2023 % Change As Reported (1) Exchange Rate Effect FX-Neutral As Reported As Reported FX-Neutral Net revenues $ 10,283 $ 2 $ 10,281 $ 10,112 2 % 2 % GMV $ 74,667 $ 430 $ 74,237 $ 73,206 2 % 1 % Take rate 13.77 % 13.81 % (0.04) % Year Ended December 31, 2023 2022 % Change As Reported (1) Exchange Rate Effect FX-Neutral As Reported As Reported FX-Neutral Net revenues $ 10,112 $ 52 $ 10,060 $ 9,795 3 % 4 % GMV $ 73,206 $ (44) $ 73,250 $ 73,900 (1) % (1) % Take rate 13.81 % 13.25 % 0.56 % (1) Net revenues included $54 million of hedging losses during 2024 compared to $56 million and $140 million of hedging gains during 2023 and 2022, respectively.
In 2024, the increase in net revenues was primarily due to higher GMV, the expansion of promoted listings products, the ramp of eBay International Shipping and additional financial services offered to buyers and sellers within our payments system, partially offset by a decline in our take rate driven by fluctuations in foreign currency exchange rates and changes to our fee structure in certain markets.
GMV grew during 2024 as we executed on our strategy, including across Focus Categories, country-specific investments, and horizontal initiatives.
Traffic improvement was driven by cross-category shopping, horizontal innovation, country-specific initiatives and growth in recommerce.
The culmination of these effects, combined with consumers looking for value, offset pressure in discretionary spending across our three largest markets primarily resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates and lower consumer confidence.
Focus Categories GMV grew in aggregate, faster than the remainder of our marketplace.
This volume growth was primarily driven by Parts & Accessories (“P&A”), Refurbished, Collectibles, and Luxury goods.
Traffic and conversion improved in the U.S., which led to a narrower gap to U.S. ecommerce market growth.
Collectibles was a key contributor to U.S. growth, including Trading Cards, where traffic and conversion have improved, driven by strategic investments and partnerships.
In the United Kingdom and Germany, we continued to experience challenging macroeconomic conditions and lower consumer confidence, with offsetting growth in P&A and consumer-to-consumer volume.
Cross-border trade was a key driver of International GMV growth, led by exports from Greater China and Japan into our major markets.
Cross-border trade was also a significant contributor to growth in Focus Categories, particularly P&A.
The following table presents cost of net revenues for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 % Change 2023 % Change 2022 Cost of net revenues (1)(2) $ 2,880 2 % $ 2,833 6 % $ 2,680 % of net revenues 28 % 28 % 27 % (1) Cost of net revenues were net of immaterial hedging activity during 2024, 2023 and 2022, respectively.
(2) Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $7 million on cost of net revenues during 2024 compared to an unfavorable impact of $2 million and a favorable impact of $81 million during 2023 and 2022, respectively.
The increase in cost of net revenues during 2024 compared to 2023 was primarily due to a $53 million increase related to the expansion of promoted listings products, a $50 million increase related to indirect tax expenses, a $32 million increase related to the ramp of eBay International Shipping, and an $11 million disposition of data center equipment, partially offset by a $66 million decrease in depreciation expense due to the change in our estimate of the useful lives for our servers and networking equipment and a $38 million decrease in payment processing costs driven by rate improvements.
Operating Expenses The following table presents operating expenses for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 % Change 2023 % Change 2022 Sales and marketing $ 2,319 5 % $ 2,217 4 % $ 2,136 % of net revenues 23 % 22 % 22 % Product development 1,479 (4) % 1,544 16 % 1,330 % of net revenues 14 % 15 % 14 % General and administrative 914 (24) % 1,196 24 % 963 % of net revenues 9 % 12 % 10 % Provision for transaction losses 353 (2) % 360 8 % 332 % of net revenues 3 % 4 % 3 % Amortization of acquired intangible assets 20 ** 21 ** 4 Total operating expenses (1)(2) $ 5,085 (5) % $ 5,338 12 % $ 4,765 (1) Operating expenses were net of immaterial hedging activity during 2024, 2023 and 2022, respectively.
(2) Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $9 million on operating expenses during 2024 compared to a favorable impact of $16 million and $193 million during 2023 and 2022, respectively. ** Not meaningful Sales and Marketing Sales and marketing expenses primarily consist of marketing program costs, employee compensation (including stock-based compensation), certain user coupons and rewards, contractor costs, facilities costs and depreciation on equipment.
Marketing program costs represent traffic acquisition costs in various channels such as paid search, affiliates marketing and display advertising, as well as brand campaigns and buyer/seller communications.
The increase in sales and marketing expenses during 2024 compared to 2023 was primarily due to a $163 million increase in marketing program costs and user coupons, partially offset by a $74 million decrease in employee-related costs.
The decrease in product development expenses during 2024 compared to 2023 was primarily due to a decrease in employee-related costs driven by operational efficiencies.
While employee costs are decreasing, we continue to invest in strategic areas such as browsing experience, search optimization and providing relevant recommendations to enhance the experience for our customers around the world.
Capitalized internal use and platform development costs were $108 million and $115 million in 2024 and 2023, respectively.
The decrease in general and administrative expenses during 2024 compared to 2023 was primarily due to a $56 million legal accrual release during 2024 compared to a $65 million legal expense recognized during 2023 and an $8 million restructuring accrual release during 2024 compared to a $141 million restructuring expense recognized during 2023.
See “Note 12 — Commitments and Contingencies” and “Note 18 — Restructuring” to the consolidated financial statements included in this report for additional details regarding our legal matters and the restructuring, respectively.
Provision for Transaction Losses Provision for transaction losses consists primarily of losses resulting from our buyer protection programs, chargebacks for unauthorized credit card use, and merchant related chargebacks due to non-delivery of goods or services.
We expect our provision for transaction losses to fluctuate depending on many factors, including changes to our protection programs and macroeconomic conditions.
The decrease in provision for transaction losses during 2024 compared to 2023 was primarily due to favorable fluctuations in buyer and seller fraud rates.
Gain (loss) on equity investments and warrant, net Gain (loss) on equity investments and warrant, net primarily consists of gains and losses related to our various types of equity investments, including our equity investments in Adevinta, Adyen, Aurelia and Gmarket, and gains and losses due to changes in fair value of the warrant received from Adyen.
The following table presents gain (loss) on equity investments and warrant, net for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 % Change 2023 % Change 2022 Unrealized change in fair value of equity investment in Adevinta $ (234) (113) % $ 1,782 166 % $ (2,693) Realized change in fair value of shares sold in Adevinta 78 100 % — (100) % 2 Unrealized change in fair value of equity investment in Adyen — ** — 100 % (118) Realized change in fair value of shares sold in Adyen (57) (100) % — 100 % (143) Realized change in fair value of shares sold in Aurelia (11) (100) % — ** — Unrealized change in fair value of equity investment in Gmarket (12) 88 % (96) 67 % (294) Realized change in fair value of shares sold in Gmarket (1) ** — ** — Unrealized change in fair value of equity investment in KakaoBank — ** — 100 % (218) Realized change in fair value of shares sold in KakaoBank — (100) % 13 117 % (75) Gain (loss) on other investments 3 118 % (17) — % (17) Change in fair value of warrant 158 5 % 150 165 % (230) Total gain (loss) on equity investments and warrant, net $ (76) (104) % $ 1,832 148 % $ (3,786) ** Not meaningful The change in gain (loss) on equity investments and warrant, net during 2024 compared to 2023 was driven by the realized and unrealized changes in fair value of our equity investments and the warrant.
Refer to “Note 6 — Investments” for further details about our equity investments.
The following table presents interest expense and interest income and other, net for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 % Change 2023 % Change 2022 Interest expense $ (259) (2) % $ (263) 12 % $ (235) Percentage of net revenues (3) % (3) % (2) % Interest income $ 272 33 % $ 204 179 % $ 73 Foreign exchange and other 23 ** (7) ** (3) Total interest income and other, net $ 295 50 % $ 197 181 % $ 70 Percentage of net revenues 3 % 2 % 1 % ** Not meaningful Interest expense decreased during 2024 compared to 2023 primarily due to a lower average notional amount of outstanding debt.
Interest income increased during 2024 compared to 2023 primarily due to a higher average notional amount and higher yields on fixed-income investments.
Income Tax Provision (Benefit) The following table presents provision for income taxes and effective tax rate for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 2023 2022 Income tax provision (benefit) $ 297 $ 932 $ (327) Effective tax rate 13.0 % 25.1 % 20.4 % The decrease in our effective tax rate during 2024 compared to 2023 was primarily due to benefits from the sale of Gmarket, research and development tax credits generated, excess tax benefits on stock-based compensation and the 2023 non-recurring remeasurement of deferred tax assets related to a tax rate reduction and an increase in reserves for uncertain tax positions, partially offset by a benefit from the release of a valuation allowance.
Due to the ongoing tax examinations, it is generally impractical to determine the amount and timing of these adjustments.
However, we expect several tax examinations to close within the next 12 months.
See “Note 15 — Income Taxes” to the consolidated financial statements included in this report for more information on estimated settlements within the next 12 months.
Liquidity and Capital Resources Cash Flows Year Ended December 31, 2024 2023 2022 (In millions) Net cash provided by (used in): Continuing operating activities $ 2,414 $ 2,431 $ 2,627 Continuing investing activities 2,213 240 2,459 Continuing financing activities (3,806) (2,450) (3,792) Effect of exchange rates on cash, cash equivalents and restricted cash (28) 5 (57) Net decrease in cash, cash equivalents and restricted cash - discontinued operations — (5) (371) Net increase in cash, cash equivalents and restricted cash $ 793 $ 221 $ 866 Continuing Operating Activities Our operating cash flows arise primarily from cash received from our customers on our Marketplace platforms offset by cash payments for sales and marketing, employee compensation and payment processing expenses.
Cash provided by continuing operating activities of $2.4 billion in 2024 compared to $2.4 billion in 2023 was primarily attributable to a $377 million increase in operating income offset by working capital movements.
Continuing Investing Activities Cash provided by continuing investing activities of $2.2 billion in 2024 was primarily attributable to proceeds of $12.3 billion from the maturities and sales of investments, and proceeds of $2.4 billion, $1.0 billion, $573 million and $322 million from the sale of our equity investments in Adevinta, Aurelia, Adyen and Gmarket, respectively, partially offset by cash paid for investments of $13.9 billion and property and equipment of $458 million.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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