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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2024.OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For th

2、e Transition Period from to .Commission file number 001-37713 eBay Inc.(Exact name of registrant as specified in its charter)Delaware77-0430924(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)2025 Hamilton AvenueSan Jose,California95125(Address of princi

3、pal executive offices)(Zip Code)Registrants telephone number,including area code:(408)376-7108 Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading symbolName of exchange on which registeredCommon stockEBAYThe Nasdaq Global Select MarketSecurities registered pursuant

4、to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate by ch

5、eck mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirement

6、s for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant w

7、as required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller repo

8、rting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transiti

9、on period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over fin

10、ancial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant

11、included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers d

12、uring the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No As of June 30,2024,the aggregate market value of the registrants common stock held by non-affiliates of the registrant was$26,462,5

13、43,018 based on the closing sale price as reported on The Nasdaq Global Select Market.466 million shares of common stock issued and outstanding as of February 21,2025.DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates information by reference from the definitive proxy statement for the regist

14、rants 2025 Annual Meeting of Stockholders.eBay Inc.Form 10-K For the Fiscal Year Ended December 31,2024 TABLE OF CONTENTS PagePart IItem 1.Business5Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments35Item 1C.Cybersecurity35Item 2.Properties36Item 3.Legal Proceedings37Item 4.Mine Safety Disclosu

15、res37Part IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities38Item 6.Reserved39Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations40Item 7A.Quantitative and Qualitative Disclosures About Market R

16、isk56Item 8.Financial Statements and Supplementary Data58Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure58Item 9A.Controls and Procedures58Item 9B.Other Information59Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.59Part IIIItem

17、 10.Directors,Executive Officers and Corporate Governance60Item 11.Executive Compensation60Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters60Item 13.Certain Relationships and Related Transactions,and Director Independence60Item 14.Principal Accou

18、ntant Fees and Services60Part IVItem 15.Exhibits and Financial Statement Schedule61Item 16.Form 10-K Summary613PART I FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the S

19、ecurities Exchange Act of 1934,including statements that involve expectations,plans or intentions(including,but not limited to,those relating to future business,future results of operations or financial condition,inflationary pressure,foreign exchange rate volatility and geopolitical events,new or p

20、lanned features or services,or management strategies).You can generally identify these forward-looking statements by words such as“aim,”“anticipate,”“believe,”“commit,”“continue,”“could,”“design,”“develop,”“estimate,”“expect,”“forecast,”“future,”“goal,”“intend,”“likely,”“maintain,”“may,”“ongoing,”“o

21、pportunity,”“plan,”“possible,”“potential,”“pursue,”“probable,”“remain,”“seek,”“should,”“strategy,”“strive,”“target,”“will,”“would”and other similar expressions.These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those express

22、ed or implied in our forward-looking statements.Such risks and uncertainties include,among others:fluctuations in,and our ability to predict,our results of operations and cash flows;our ability to convert visits into sales for our sellers,attract and retain sellers and buyers,and execute on our busi

23、ness strategy;our ability to compete in the markets in which we participate;our ability to generate revenue from our foreign operations and expand in international markets;the impact of inflationary pressure,fluctuations in foreign currency exchange rates,elevated interest rates,geopolitical events

24、such as the ongoing wars in Ukraine and in the Middle East,terrorist activities,and public health events;our ability to keep pace with rapid technological developments or continue to innovate and create new initiatives to provide new programs,products and services;our ability to operate and continuo

25、usly develop our payments system and financial services offerings;the impact of new and evolving domestic and foreign government laws,regulations,rules and standards that affect us,our business and/or our industry,including the impact of potential changes in tariffs or sanctions and escalating trade

26、 wars;our reliance on third-party providers;our ability to protect or enforce our intellectual property rights;our ability to deal effectively with fraudulent activities on our Marketplace platforms;the impact of any security breaches,cyberattacks or system failures and resulting interruptions;our a

27、bility to attract,retain and develop highly skilled employees;our ability to identify,complete and integrate suitable acquisitions and other strategic transactions needed to meet our goals;our ability to accomplish or accurately track and report results related to our environmental,sustainability,an

28、d similar goals;current and potential litigation and regulatory and government inquiries,investigations and disputes involving us or our industry;our ability to generate sufficient cash flow to service our indebtedness;the impact of evolving sales and other tax regimes in various jurisdictions and a

29、nticipated tax liabilities;andthe success of our recent and potential acquisitions,dispositions,joint ventures,strategic partnerships and strategic investments.A more complete description of these risks and uncertainties is included in“Item 1A:Risk Factors”of this Annual Report on Form 10-K,as well

30、as in our consolidated financial statements,related notes,and the other information appearing elsewhere in this report and our other filings with the Securities and Exchange Commission(“SEC”).We do not intend,and undertake no obligation,to update any of our forward-looking statements after the date

31、of this report to reflect actual results or future events or circumstances.Given these risks and uncertainties,readers are cautioned not to place undue reliance on such forward-looking statements.Table of Contents4WEBSITE DISCLOSURESWe use our website()to announce material non-public information to

32、the public and to comply with our disclosure obligations under Regulation Fair Disclosure(Reg FD).We also use our website to communicate with the public about our Company,our services and other matters.Our SEC filings,press releases and recent public conference calls and webcasts can also be found o

33、n our website.The information we post on our website could be deemed to be material information under Reg FD.We encourage investors and others interested in our Company to review the information we post on our website.Information contained in or accessible through our website is not a part of this A

34、nnual Report on Form 10-K.ITEM 1:BUSINESSUnless otherwise expressly stated or the context otherwise requires,when we refer to“we,”“our,”“us,”“eBay”or the“Company”in this Annual Report on Form 10-K,we mean eBay Inc.and its consolidated subsidiaries.OverviewFounded in 1995 in San Jose,California,eBay

35、Inc.is a global commerce leader that connects people and builds communities to create economic opportunity for all.Our technology empowers millions of buyers and sellers in more than 190 markets around the world,providing everyone the opportunity to grow and thrive.Our Marketplace platforms,includin

36、g our online marketplace located at and its localized counterparts,our off-platform marketplaces and our suite of mobile apps,together,create one of the worlds largest and most vibrant marketplaces for discovering great value and unique selection.In 2024,eBay enabled$75 billion of Gross Merchandise

37、Volume(“GMV”).Our StrategyAs 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 eBays 134 million buyers worldwide.Our business model and pr

38、icing are designed so our business is successful when our sellers are successful.We earn revenue primarily through fees collected on paid sales,inclusive of payment processing and first-party advertising.eBays strategy is to leverage technology to enhance the marketplace experience for our customers

39、,drive growth in GMV,increase the rate of revenue growth through our advertising initiatives,and deliver healthy operating margins.Beginning in 2020,we embarked on a multi-year journey to build more compelling category experiences for enthusiastic consumers,to become the partner of choice for seller

40、s,and to strengthen trust in relationships with buyers on our Marketplace platforms.In 2023,we evolved our strategy to focus on reinventing the future of ecommerce for enthusiasts.We derived a majority of GMV in 2024 from the following product categories:parts&accessories,collectibles,fashion,electr

41、onics,and home&garden.Since late 2021,eBay has managed payments for all transactions on our Marketplace platforms,delivering intuitive end-to-end payment experiences for our current and next-generation customers.Our customers enjoy significant choice and flexibility in how they pay and get paid on o

42、ur Marketplace platforms.Additionally,we are continuing to launch and expand services such as eBay Balance,Express Payouts,and Seller Capital to cater to the needs of our customers and drive greater marketplace engagement.We are focused on growing our first-party advertising revenue while reducing o

43、ur focus on non-strategic,third-party advertising.We currently offer several advertising solutions to our sellers,including:Promoted Listings,Promoted Offsite,and Promoted Stores.Through these offerings,we aim to provide sellers with data-driven recommendations to improve their conversion and drive

44、velocity.We are also actively testing and building more technology features to simplify the advertising experience,increase listing visibility,and drive continued business growth.We have acquired and disposed of a significant number of businesses,technologies,services and products,and we maintain in

45、vestments in certain businesses.We regularly review and manage our investments to ensure they support eBays strategic direction and complement our disciplined approach to value creation,profitability,and capital allocation.We expect to continue to evaluate and consider potential strategic transactio

46、ns as part of our Table of Contents5strategy,including business combinations,acquisitions and dispositions of businesses,technologies,services,products and other assets,as well as strategic investments and joint ventures.Our Customer OfferingsWe provide a number of features for our sellers and buyer

47、s that align with our approach of leveraging technology,including generative AI(“Gen AI”),to enhance the marketplace experience for our customers.These offerings are designed to build trust and confidence on our Marketplace platforms and drive GMV.For sellers,we are focused on simplifying their busi

48、ness processes to help drive their sales effectively and efficiently,and we continuously invest in technology to enhance the quality of selling experiences and products to expand the seller tools ecosystem.In 2024,we expanded our new magical listing experience to more sellers in more markets,saving

49、them time and effort as they create their listings.We also launched a redesigned advertising dashboard across our global markets to enable sellers to have a more cohesive,streamlined view of their advertising reach,spend,and other metrics,giving them more tools to make the best decisions for their b

50、usinesses.The dashboard enhances the advertising experience for sellers,providing artificial intelligence(“AI”)driven insights and personalized recommendations to help sellers grow their businesses.Additionally,we offer the eBay International Shipping program for sellers in the United States,surfaci

51、ng millions of listings to buyers across more than 190 markets while removing the friction of international shipping and customs formalities.For buyers,we are changing the way they find inventory through discovery,personalization and other innovative experiences.We are utilizing AI to transform the

52、shopping experience for buyers.In 2024,we launched Shop the Look,which leverages Gen AI to create shoppable content and fashion recommendations.We also launched Explore,an AI-powered shopping feed enabling users to browse a nearly unlimited list of personalized recommendations based on their interes

53、ts,style preferences,and sizes.We intend to continue to invest in AI and Gen AI to improve the quality of our buying and selling experiences.Additionally,we have continued to strengthen our buyers confidence and trust in our services.We offer“eBay Money Back Guarantee,”which allows buyers to receive

54、 their money back if the item they ordered does not arrive,is faulty or damaged,or does not match the listing.eBay Money Back Guarantee covers most items purchased on the eBay Marketplace platforms in the United States,the United Kingdom,Germany,Australia,Canada,France,Italy and Spain through a qual

55、ifying payment method.In addition,eBay authenticates eligible luxury and collectible items in six categories through“Authenticity Guarantee,”an authentication service available in the United States,the United Kingdom,Germany,Australia,Canada,and Japan.In our parts&accessories category,we offer tools

56、 that drive trusted and convenient transactions,including fitment to ensure that buyers can find the right parts to fit their vehicles and select installation services that make maintenance and repairs easier.We also continue to expand our eBay Refurbished offering,a dedicated destination that bring

57、s inventory from pre-selected brands and top-rated sellers with standardized condition grading,to meet consumer demand for top products backed by a warranty.Our Impact and ResponsibilityeBays purpose is to empower people and create economic opportunity for all through our technology for our global c

58、ommunity of users.Every day,people build businesses on our Marketplace platforms.With a low cost of entry for sellers,we offer a highly accessible way for all types of users to interact in a global marketplace thats inclusive and connects people of all backgrounds.Accordingly,we prioritize our corpo

59、rate responsibility efforts to impact the areas of economic empowerment and sustainable commerce.Key economic programs include eBay for Charity,the eBay Foundation and our small business enablement efforts,such as our Up&Running Grants program.eBay for Charity empowers buyers and sellers to support

60、charities around the world.In 2024,eBay for Charity partnered with the GLIDE Foundation,the Elton John AIDS Foundation,World Central Kitchen,Six Degrees Org,Deckaid,and Homes for Our Troops,amongst others.In 2024,more than$192 million was raised by buyers and sellers to support charities via eBay fo

61、r Charity.The eBay Foundation helps to build economically vibrant and thriving communities.During 2024,the eBay Foundation granted nearly$18 million through strategic grantmaking and our employee gift-matching program,primarily to support historically excluded entrepreneurs.To date,the eBay Foundati

62、on has awarded nearly$140 million to more than 1,800 nonprofits.Table of Contents6Recommerce has been an integral part of eBays purpose since the Company was founded in 1995.As a pioneer of the circular economy,eBay has created an online marketplace where people can buy and sell pre-owned goods.This

63、 helps preserve the worlds natural resources by avoiding a portion of the carbon emissions,water,energy and waste typically used in producing new goods.In 2024,eBay sourced 100%of its electricity consumption for eBay-controlled offices and data centers from renewable sources,reaching our 2025 renewa

64、ble energy goal one year early.eBay has also set emissions reduction targets,including near-and long-term science-based targets,and a 2045 net-zero target,that have been validated by the Science Based Targets initiative.In 2024,eBay was ranked in the United States Environmental Protection Agencys Gr

65、een Power Partnership National Top 100 and Top 30 Tech&Telecom for the fifth year.In 2024,eBay was also recognized for its commitment to sustainability and responsible business by its inclusion in the Dow Jones Best-in-Class World and North American Indices(formerly known as the Dow Jones Sustainabi

66、lity Indices)for the sixth straight year.Financial InformationWe measure our footprint in our addressable market according to GMV.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.In 2

67、024,we generated$75 billion in GMV,of which 49 percent was generated outside the United States.We believe that GMV provides a useful measure of the overall volume of paid transactions that flow through our Marketplace platforms in a given period.At the end of 2024,eBay had 134 million active buyers

68、and 2.3 billion live listings globally.The term“active buyer”means,as of any date,all buyer accounts that paid for a transaction on our Marketplace platforms within the previous 12-month period.Buyers may register more than once and,as a result,may have more than one account.We generate net revenues

69、 through two activities,Marketplace activities which primarily consist of commissions from the service of connecting buyers and sellers on our secure and trusted Marketplace platforms and Advertising activities,which primarily consist of fees charged to sellers to promote their listings.The majority

70、 of our revenue comes from a take rate on the GMV of transactions paid on our Marketplace platforms.We define“take rate”as net revenues divided by GMV.Our Marketplace platforms are designed to enable our buyers and sellers to leverage our economies of scale and capital investments in sales and marke

71、ting,mobile,customer acquisition,technology innovation and customer service.CompetitionWe encounter vigorous competition in our business from numerous sources.Our users can list,sell,buy,and pay for similar items through a variety of competing online,mobile and offline channels.These include,but are

72、 not limited to,retailers,distributors,liquidators,import and export companies,auctioneers,catalog and mail-order companies,directories,search engines,commerce participants(consumer-to-consumer,business-to-consumer and business-to-business),shopping channels and networks.As our product offerings con

73、tinue to broaden into new categories of items and new commerce formats,we expect to face additional competition from other online,mobile and offline channels for those new offerings.We compete on the basis of numerous factors,including price,product selection and services,and geographical reach.For

74、more information regarding competitive factors impacting our business,see the information in“Item 1A:Risk Factors”under the captions“Substantial and increasingly intense competition worldwide in ecommerce may harm our business”and“We could be subject to regulatory or agency investigations and/or cou

75、rt proceedings under unfair competition laws that could adversely impact our business.”Government RegulationGovernment regulation impacts key aspects of our business.In particular,we are subject to laws and regulations that affect the ecommerce industry in many countries where we operate.Table of Co

76、ntents7Our business is subject to payments reporting requirements for our sellers in many jurisdictions.For example,in the United States,legislation was passed in 2021 requiring all businesses that process payments to issue a Form 1099-K for all sellers who receive more than$600 in gross payments in

77、 a year,a decrease from the previous reporting threshold of$20,000 and 200 transactions.The Internal Revenue Service(“IRS”)delayed the enforcement of this rule twice until 2024,when it announced a phase-in threshold of$5,000 for 2024 and$2,500 for 2025.As a result,Form 1099-Ks for the$5,000 threshol

78、d were issued in January 2025 for 2024 transactions and Form 1099-Ks for the$2,500 threshold will be issued beginning in January 2026 for 2025 transactions,subject to potential new federal legislation raising the threshold and/or future IRS action.Outside the United States,we have complied with repo

79、rting requirements in the European Union and United Kingdom,among other jurisdictions,and more countries and jurisdictions continue to enact similar requirements.Tax collection and/or reporting responsibilities and the additional costs associated with compliance with complex sales and use tax collec

80、tion,remittance and audit requirements,could create additional burdens for buyers and sellers on our Marketplace platforms.The E.U.Digital Services Act(the“DSA”)took effect for all online platforms in February 2024.The DSA imposes legal obligations on online marketplaces operating in Europe,requirin

81、g them to verify and ensure the accuracy and disclosure of required information,as well as the safety and authenticity of products posted by third-party merchants.The DSA also enforces new content moderation obligations,notice obligations,advertising restrictions and other requirements on digital pl

82、atforms that created additional operational burdens and compliance costs for us.Additionally,in late 2023,the United Kingdoms Online Safety Act(the“OSA”)became law,and in 2024 the United Kingdoms Digital Markets,Competition and Consumers Act(the“DMCCA”)became law.The OSA created requirements around

83、monitoring and handling harmful content and required us to expend resources to comply with the new regulations.The DMCCA expands the investigative and enforcement powers of the Competition and Markets Authority,modifies the United Kingdom merger control rules,and creates a new consumer protection re

84、gime.We may expend additional resources to comply with the DMCCA.For more information regarding the regulations that impact our business and our legal and regulatory risks,see the information in“Item 1A:Risk Factors”under the category“Regulatory and Legal Risks.”Seasonality Transaction activity patt

85、erns on our Marketplace platforms generally trend in line with consumer buying patterns.Seasonal trends have been influenced by macroeconomic conditions,foreign exchange rate fluctuations,as well as the introduction and scaling of new products by us and our competitors.Please see the additional info

86、rmation in“Item 7:Managements Discussion and Analysis of Financial Condition and Results of Operations”under the caption“Seasonality.”TechnologyThe eBay Marketplace platforms use a combination of proprietary technologies and services as well as technologies and services provided by others.We have de

87、veloped intuitive user interfaces;buyer,seller and developer tools;and transaction processing,database and network applications that help enable our users to reliably and securely complete transactions on our Marketplace platforms.Our technology infrastructure simplifies the storage and processing o

88、f large amounts of data,eases the deployment and operation of large-scale global products and services and automates much of the administration of large-scale clusters of computers.Our infrastructure has been designed around industry-standard architectures to reduce downtime in the event of outages

89、or catastrophic occurrences.In support of our commitment to innovation and a better customer experience,we have been on a multi-year evolution to modernize our Marketplace platforms.Through technologies like AI,including Gen AI,we are anticipating the needs of buyers,sellers and developers,empowerin

90、g entrepreneurs looking to grow their business,and making the Marketplace platforms more accessible to everyone.We aim to create highly personalized and inspiring shopping experiences powered by advanced technologies.For information regarding technology-related risks,see the information in“Item 1A:R

91、isk Factors”under the captions“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,”“Systems failures and resulting interruptions in the av

92、ailability of or degradation in the performance of our websites,applications,products or services could harm our business”and“New laws and increasing levels of regulation in the areas of privacy and protection of user data could harm our business.”Table of Contents8Intellectual Property We regard th

93、e protection of our intellectual property,including our trademarks(particularly those covering the eBay name),patents,copyrights,domain names,trade dress and trade secrets as critical to our success.We protect our intellectual property rights by relying on federal,state and common law rights in the

94、United States and internationally,as well as a variety of administrative procedures.We also rely on contractual restrictions to protect our proprietary rights in products and services.We routinely enter into confidentiality and invention assignment agreements with our employees and contractors and n

95、ondisclosure agreements with parties with whom we conduct business to limit access to and disclosure of our proprietary information.We routinely pursue registration of our domain names,trademarks and patents in the United States and internationally.Additionally,we have filed patent applications in t

96、he United States and internationally covering certain aspects of our proprietary technology.Effective trademark,copyright,patent,domain name,trade dress and trade secret protection is typically expensive to maintain and may require litigation.We must protect our intellectual property rights and othe

97、r proprietary rights in an increasing number of jurisdictions,a process that is expensive and time consuming and may not be successful.We have registered our core brands as trademarks and domain names in the United States and internationally and have in place an active program to continue to secure

98、trademarks and domain names that correspond to our brands in markets of interest.If we are unable to register or protect our trademarks or domain names,we could be adversely affected in any jurisdiction in which our trademarks or domain names are not registered or protected.We have licensed in the p

99、ast,and expect to license in the future,certain of our proprietary rights,such as trademarks,to others.From time to time,third parties have claimed and others will likely claim in the future that we have infringed their intellectual property rights.We are typically involved in a number of such legal

100、 proceedings at any time.Please see the information in“Item 1A:Risk Factors”under the captions“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 use

101、d in an illegal manner,may harm our business,”and“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.”Human Capital ManagementAs of December 31,2024,we employed app

102、roximately 11,500 people globally,of which,approximately 7,000 were located in the United States.eBay has robust people-focused programs to attract,support and retain our employees globally.Our recruitment,development,compensation and benefits,wellness,and our eBay DNA are designed to reflect our va

103、lues,ensure eBays competitiveness in the talent market and ensure we support our employees well-being.eBays management is focused on delivering programs that develop and support our people and connect them with our customers,our community,and each other.We believe that our employees are important to

104、 our overall success.The Compensation and Human Capital Committee of our Board of Directors oversees our human capital management strategy and practices,including our talent recruitment,development and retention,employee engagement,succession planning,and company culture.Culture and the eBay DNAeBay

105、s purpose is to connect people and build communities to create economic opportunity for all,which continues to serve as the backbone of our culture.We bring this purpose to life through five core elements that make up the eBay DNA:Empower our Community,Innovate Boldly,Deliver with Impact,Be for Ever

106、yone,and Act with Integrity.Our human capital management programs tend to focus on the two elements described below,but these programs are designed and intended to support each of our five core elements.Be For EveryoneAt eBay,our core value “Be for Everyone”fuels our commitment to diversity,inclusio

107、n,and belonging.We strive to create a workplace where every employee feels valued,empowered,and able to bring their best,most innovative selves to work.This commitment fosters creativity,strengthens engagement,and cultivates a deep sense Table of Contents9of belonging,which we believe is essential f

108、or driving corporate performance,achieving business goals,and delivering shareholder value.As a global marketplace connecting millions of buyers and sellers,eBays purpose is to build communities and create economic opportunity for all.By embracing diverse perspectives and fostering an inclusive cult

109、ure,we enhance innovation,deepen our understanding of customers,and strengthen the connections that drive our business.We believe that fostering belonging and reflecting the diversity of our global community helps us attract and retain consumers,expand the breadth of inventory on our Marketplace pla

110、tforms,and create long-term value for our shareholders.We engage with our people on an ongoing basis to support their physical,financial,and mental well-being for them and their families through expanded wellness resources.As part of these efforts,we have continued our focus on ensuring our employee

111、s and their families have access to high quality care.We also seek to make that care affordable.Throughout the year,we emphasize the importance of our employees well-being and continue to provide mental health training for managers and peers.In 2024,we introduced Thrive Global,a wellness program to

112、encourage small habit changes that positively impact overall well-being,and launched a global financial well-being education campaign to promote financial literacy and health.We believe our commitment to well-being support programs strengthens our ability to attract and retain the top talent we need

113、 to achieve our business goals and drive shareholder value by supporting eBay employees and their families in moments that matter.Act With IntegrityWe are committed to ethics and acting with integrity.We regularly communicate about the importance of being open,honest,ethical and authentic with ongoi

114、ng trainings and“tone from the top”topics that encourage conversations between leaders and our employees.We also host an annual Ethics and Compliance Week focused on celebrating ethical decision making and conduct and educating employees about our programs and the resources available to them to supp

115、ort them in acting with integrity.By fostering an ethical culture,where speaking up is encouraged,we believe that we reduce company risk,protect our business and ultimately serve our shareholders best interests.In addition to multiple channels for sharing feedback,we also regularly survey our employ

116、ees through our eBay Listens program.We ask about trust and engagement,their experience with diversity,inclusion and belonging,ethics and integrity,and we also ask for upward feedback about managers.We believe our employees welcome sharing their points of view with us and are encouraged by how their

117、 input molds several strategic programs and our values,including our commitments in critical areas such as Impact and Responsibility.We believe these programs increase employee engagement and cohesion and allow for creativity and innovation in achieving our business goals and driving shareholder val

118、ue.Available Information Our Internet address is .Our investor relations website is located at .We make available free of charge on our investor relations website under the heading“Financial Information-SEC Filings”our Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on For

119、m 8-K and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with(or furnished to)the SEC at www.sec.gov.We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relati

120、ons website.Additionally,we provide notifications of news or announcements regarding our financial performance,including SEC filings,investor events,press and earnings releases,and blogs on our investor relations website,as well as our company website and social media channels including LinkedIn and

121、 X.Company sustainability information for investors is available on our investor relations website under the heading“ESG Investors.”Corporate governance information,including our governance guidelines for our Board of Directors(our“Board”),Board committee charters and code of conduct,is also availab

122、le on our investor relations website under the heading“Corporate Governance.”The contents of our websites and webcasts and information that can be accessed through our websites,webcasts and social media channels are not incorporated by reference into this Annual Report on Form 10-K or in any other r

123、eport or document we file with(or furnish to)the SEC,and any references to our websites and webcasts are intended to be inactive textual references only.Table of Contents10Item 1A:RISK FACTORSRisk Factors SummaryThe summary of risks below provides an overview of the principal risks we are exposed to

124、 in the normal course of our business activities:Business,Economic,Market and Operating RisksOur 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 pri

125、ce of our common stock and debt securities.Substantial and increasingly intense competition worldwide in ecommerce may harm our business.We are exposed to fluctuations in foreign currency exchange rates,which could negatively impact our financial results.Our international operations and engagement i

126、n cross-border trade are subject to risks,which could harm our business.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

127、 websites or mobile platforms and applications.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.Changes to our programs to protect buyer

128、s and sellers could increase our costs and loss rate,and failure to manage such programs effectively can result in harm to our reputation.Operations and continued development of our payments system and financial services offerings require ongoing investment,are subject to evolving laws,regulations,r

129、ules,and standards,and involve risk,including risks related to our dependence on third-party providers.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.Failure to

130、 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.Cyberattacks and data security breaches and incidents could significantly damage our re

131、putation,reduce our revenues,increase our costs,result in litigation and regulatory penalties,and otherwise harm our business.Systems failures and resulting interruptions in the availability of or degradation in the performance of our websites,applications,products or services could harm our busines

132、s.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.Problems with or

133、price increases by third parties who provide services to us or to our sellers could harm our business.Regulatory and Legal RisksOur business is subject to extensive and increasing government regulation and oversight,which could adversely impact our business.New laws and increasing levels of regulati

134、on in the areas of privacy,protection of user data and cybersecurity could harm our business.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.Our disclosures and stakeholder expectatio

135、ns related to environmental,social and governance matters may impose additional costs and expose us to new risks.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

136、 existing laws to reach our business model.We could be subject to regulatory or agency investigations and/or court proceedings under unfair competition laws that could adversely impact our business.Table of Contents11The listing or sale by our users of certain items,including items that allegedly in

137、fringe 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.We are subject to risks associated with information disseminated through our services.Interest Rate and Indebtedness RisksFluctuation

138、s in interest rates,and changes in regulatory guidance related to such interest rates,could adversely impact our financial results.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 ser

139、vice 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.Tax RisksOur business and our sellers and buyers may be subject to evolving sales and other tax regimes in

140、 various jurisdictions,which may harm our business.We may have exposure to greater than anticipated tax liabilities.Transactional RisksAcquisitions,dispositions,joint ventures,strategic partnerships and strategic investments could result in operating difficulties and could harm our business or impac

141、t our financial results.We may be exposed to claims and liabilities as a result of the Distribution of PayPal.Risk FactorsYou 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

142、 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

143、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.Business,Economic,Market and Operating RisksOur operating and financial results are subject to various risks and uncertai

144、nties 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.Our operating and financial results have varied on a quarterly basis during our operating history and may continue to fluctuate

145、 significantly as a result of a variety of factors,including the following risks and other risks set forth in this“Risk Factors”section:our ability to convert visits into sales for our sellers;the amount and timing of expenses;our success in attracting and retaining sellers and buyers;changes in con

146、sumer confidence and discretionary spending trends,including shifts in interests away from any of our major categories;our success in executing on our strategy and the impact of any changes in our strategy;the timing and success of product launches,including new services and features we may introduc

147、e;the success of our marketing efforts;andthe impact of competitive and industry developments,including changes in the legal and regulatory landscape,and our response to those developments.In view of the rapidly evolving nature of our business,period-to-period comparisons of our operating results ma

148、y 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 Table of Contents12all of our net revenues each quarter come from tran

149、sactions 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 signif

150、icantly 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 dis

151、cretionary 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,for

152、eign 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.Substantial and increasingly intense competition wo

153、rldwide in ecommerce may harm our business.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-establis

154、hed 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 seller

155、s 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

156、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

157、 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 operatio

158、ns,any of which could reduce activity on our platform and harm our reputation and profitability.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,amo

159、ng 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,hav

160、e 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 cha

161、nge 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

162、 with consumer expectations,we may not compete effectively with and adapt to changes in larger platform businesses,and our business and reputation could suffer.Competitors with other revenue sources or greater resources may also be able to devote more resources to marketing and promotional campaigns

163、 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 transac

164、tion-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,an

165、d new technologies may increase these competitive pressures by enabling competitors to offer more efficient or lower-cost services.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

166、 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

167、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 integra

168、tion or technological barriers or lose customers,which could harm our business.Table of Contents13Consumers 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 a

169、nd 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,

170、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.Consumers that buy goods on our platforms can also turn to man

171、y 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

172、,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

173、 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

174、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 uti

175、lizing multiple sales channels,including search-related advertisements on horizontal search engine sites,such as Google,to attract new customers.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

176、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 t

177、echnologies 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

178、negatively impact on our business and results of operations.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

179、 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 al

180、ternatives 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.Although eBay has global reach,there are ecommerce businesses in many locations that have larger local c

181、ustomer 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 lo

182、cal 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 efficien

183、tly under,local regulatory authorities.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 includ

184、e 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 cate

185、gory 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

186、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

187、operating results.Table of Contents14We 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 advert

188、ising 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.In addition,certain manufacturers or brands may seek to limit or cease distribution of thei

189、r 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 maintena

190、nce 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

191、 results of operations and result in loss of market share and diminished value of our brands.The principal competitive factors for us include the following:ability to attract,retain and engage buyers and sellers;volume of transactions and price and selection of goods;trust in the seller and the tran

192、saction;customer service;brand recognition;community cohesion,interaction and size;website,mobile platform and application ease-of-use and accessibility;system reliability and security;reliability of delivery and payment,including customer preference for fast delivery and free shipping and returns;l

193、evel of service fees;andquality of search tools.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

194、markets,which could reduce the number of buyers and sellers on our Marketplace platforms,and materially adversely affect our results of operations and business.We are exposed to fluctuations in foreign currency exchange rates,which could negatively impact our financial results.Because we generate ap

195、proximately half of our net revenues outside the United States but report our financial results in U.S.dollars,our financial results are impacted by fluctuations in foreign currency exchange rates,or foreign exchange rates.The results of operations of many of our internationally focused platforms ar

196、e exposed to foreign exchange rate fluctuations as the financial results of the applicable subsidiaries are translated from the local currency into U.S.dollars for financial reporting purposes.While from time to time we enter into transactions to hedge portions of our foreign currency translation ex

197、posure,it is impossible to predict or eliminate the effects of this exposure.Fluctuations in foreign exchange rates could significantly impact our financial results,which may have a significant impact on the trading price of our common stock and debt securities.Our international operations and engag

198、ement in cross-border trade are subject to risks,which could harm our business.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 uncerta

199、inty about our ability to generate revenues from our foreign operations and expand into international markets,there are risks inherent in doing business internationally,including:uncertainties and instability in economic and market conditions resulting from inflationary pressures,increasing interest

200、 rates and the ongoing wars in Ukraine and in the Middle East;Table of Contents15uncertainties caused by decreasing consumer confidence and demand for discretionary goods;expenses associated with localizing our products and services and customer data,including offering customers the ability to trans

201、act 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;economic and trade sanctions,trade barriers or other restrictions on foreign trade and changes in trade regulations and restrictions,inc

202、luding between the United States and other countries;difficulties in developing,staffing,and simultaneously managing a large number of varying foreign operations as a result of distance,language,and cultural differences;stringent local labor laws and regulations;credit risk and higher levels of paym

203、ent fraud;profit repatriation restrictions,foreign currency exchange restrictions or extreme fluctuations in foreign currency exchange rates for a particular currency;global or regional economic conditions that impact companies and customers with which we do business;political or social unrest,econo

204、mic instability,repression,or human rights issues;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;supply chain challenges,including fluctuations in shipping costs,limitatio

205、ns on shipping and receiving capacity,and other supply chain disruptions;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 regulati

206、ons across the broad range of categories and products offered on our platforms;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 financin

207、g of terrorist activities;antitrust and competition regulations;potentially adverse tax developments and consequences;economic uncertainties relating to sovereign and other debt;different,uncertain,or more stringent user protection,data protection,data localization,privacy,AI and other data and cons

208、umer protection and environmental laws;risks related to other government regulation or required compliance with local laws;national or regional differences in macroeconomic growth rates;payment intermediation regulations;local licensing and reporting obligations;andincreased difficulties in collecti

209、ng accounts receivable.Violations of the complex foreign and U.S.laws and regulations that apply to our international operations may result in fines,criminal actions,or sanctions against us,our officers,or our employees;prohibitions on the conduct of our business;and damage to our reputation.The Uni

210、ted States government(including the Department of Treasurys Office of Foreign Assets Control and the Department of Commerces Bureau of Industry and Security)and other jurisdictions and international bodies have imposed sanctions and export controls that prohibit us and our customers from engaging in

211、 trade or financial transactions with certain countries,businesses,organizations and individuals.In addition to the aforementioned adverse effects,these restrictions could also require us to divest certain of our businesses and assets and restrict our ability to operate in certain jurisdictions.Expo

212、rt control and economic sanctions laws and regulations are complex and likely subject to frequent changes,and the interpretation and enforcement of the relevant regulations involve substantial uncertainties,which may be driven by political and/or other factors that are out of our control or heighten

213、ed by national security concerns.Although we have implemented policies and procedures designed to promote compliance with these laws,there can be no assurance that our employees,contractors,agents,or customers will not violate our policies.These risks inherent in our international operations and exp

214、ansion increase our costs of doing business internationally and could harm our business.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 ot

215、her 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,sellin

216、g,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 on

217、line marketplaces associated with changes in customs policy,tariffs,and any other Table of Contents16trade 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 affec

218、t 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.Several countries are considering or have implemented tariffs or other trade barriers or restrictions,as well as other measur

219、es impacting cross-border commerce,which could negatively affect our business and our users.The United States has implemented tariffs on certain foreign goods and may implement additional tariffs in the future.For example,in February 2025,the U.S.administration issued three Executive Orders imposing

220、 tariffs of 25%on goods imported from Canada and Mexico and an additional 10%on goods imported from China(including Hong Kong).The tariffs on imports from China took effect on February 4,2025,while the tariffs on imports from Canada and Mexico were suspended until March 4,2025.Such tariffs would eli

221、minate the“de minimis”exemption from customs duties and taxes for imported goods falling below a threshold value.The elimination of the“de minimis”rule is paused pending the implementation of a system to collect tariffs on such imports.Such actions could give rise to an escalation of trade measures

222、by the United States and impacted countries.For example,after the tariffs on goods imported from China went into effect,China announced retaliatory tariffs on certain goods imported from the United States.In addition,in February 2025,the U.S.administration announced plans to levy reciprocal tariffs

223、against countries taxing U.S.imports.Developments with regard to the timing and manner in which tariffs will be implemented,the amount,scope and nature of tariffs,the countries subject to new or additional tariffs imposed by the United States,and tariffs imposed by other countries on goods imported

224、from the United States are rapidly evolving and may change unexpectedly at any time.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 abili

225、ty 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

226、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 sh

227、ipping 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

228、the cost of the items they are selling.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 altern

229、ative 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 chang

230、ing trade policies,there can be no assurances that we will be successful in mitigating any negative impacts.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 spe

231、nd less time,or transact less,on our websites or mobile platforms and applications.Our users may spend less time on our websites and our applications for mobile devices as a result of a variety of diversions and other factors,including:geopolitical events,such as war(including the ongoing wars in Uk

232、raine and in the Middle East),the threat of war,social or political unrest,or terrorist activity;natural disasters;the physical effects of climate change(such as drought,flooding,wildfires,increased storm severity and sea level rise);and potential increases in the cost of energy due to climate chang

233、e;power shortages or outages;major public health issues,including pandemics;less discretionary consumer spending;social networking or other entertainment websites or mobile applications;significant local,national or global events capturing the attention of a large part of the population;and seasonal

234、 fluctuations due to a variety of factors.If any of these,or any other factors,divert or otherwise prevent our users from using or transacting on our websites or mobile applications,our business could be materially adversely affected.Table of Contents17If we cannot keep pace with rapid technological

235、 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.Rapid,significant technological changes continue to confront the industries in which we operate,and we cannot predict the effect of te

236、chnological 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,a

237、nd 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.For example,the role of AI technologies,including Gen

238、 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

239、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,lik

240、e 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

241、,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 ma

242、y 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

243、,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.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

244、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 technologi

245、es 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 c

246、ould 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,wh

247、ich may lead to intellectual property disputes,including intellectual property ownership or copyright infringement disputes.New and changing technologies,industry-wide standards,and laws and regulations can also impact our ability to develop and implement the programs,products and services that our

248、consumers want in a timely,effective and compliant manner.For example,the AI regulatory landscape is still uncertain and evolving,and the development and use of AI technologies,including Gen AI,in new or existing products and features may be subject to new or enhanced governmental or regulatory rest

249、rictions and scrutiny,litigation,ethical concerns or other complications over time.Our future success depends not only on our ability to develop new technologies,but also on our ability to identify and adapt to the technological changes that matter to our consumers and evolving legal,regulatory and

250、industry standards that will govern those technologies.A shift in industry standards or laws and regulations could render some of our products and services obsolete or place them at a competitive disadvantage against other consumer buying and selling alternatives.We may lack the time,resources or ex

251、perience to deliver the products and services that our consumers need when they need them,which could impact our ability to attract buyer and sellers to our platforms and harm our business.For example,our AI technologies will need to comply with AI regulations in all of our markets.We expect AI regu

252、lations in certain markets,such as the European Union and the United States,to be more restrictive than in other markets,which can place us at a disadvantage compared to companies that do not focus on markets with the most restrictive AI regulations.It may be more expensive or time consuming to deve

253、lop an AI technology that satisfies AI regulations in each market that we serve and we cannot guarantee we will have the time or resources to develop multiple,compliant versions of these technologies.Table of Contents18Changes to our programs to protect buyers and sellers could increase our costs an

254、d loss rate,and failure to manage such programs effectively can result in harm to our reputation.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 ex

255、pect 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 bu

256、siness,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.Since transitioning to our payments platform,we have experienced and may con

257、tinue 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 no

258、nperformance.Additionally,to further strengthen our buyers confidence and trust in our services and the goods offered on our Marketplace platforms,we offer authentication services,including our Authenticity Guarantee program.These services are available in certain of our categories and markets.If we

259、 are unable to effectively manage the authentication process,including the third-party service providers on which we rely for a significant volume of our item authentication,or if our buyers and sellers do not value these processes,we may suffer harm to our reputation and may be subject to litigatio

260、n,which could be costly and time consuming for us and harm our business.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

261、 dependence on third-party providers.We have invested and plan to continue to invest internal resources into our payments tools in order to maintain existing availability,expand into additional markets and offer new payment methods and other types of financial services to our buyers and sellers.If w

262、e fail to invest adequate resources into payments on our platform,or if our investment efforts are unsuccessful,unreliable or result in system failure,our payments and financial services may not function properly or keep pace with competitive offerings,which could negatively impact their usage and o

263、ur Marketplace platforms.Future errors,failures or outages could cause our buyers and sellers to lose confidence in our payments system and could cause them to cease using our Marketplace platforms.If we transition to new third-party payment service providers for any reason,we may be required to inv

264、est significant financial and personnel resources to support such transition or could be unable to find a suitable replacement service provider.As we offer new payment methods and financial services to our sellers and buyers,we are now subject to additional regulations and compliance requirements,an

265、d exposed to heightened fraud and regulatory risk,which could lead to an increase in our operating expenses.We rely on third-party service providers to perform services,including,among others credit card processing,payment disbursements,currency exchange,identity verification,sanctions screening,and

266、 fraud analysis and detection.As a result,we are subject to a number of risks related to our dependence on third-party service providers.If any or some of these service providers fail to perform adequately or if any such service provider were to terminate or modify its relationship with us unexpecte

267、dly,our sellers ability to use our platform to receive orders or payments could be adversely affected,which could increase our costs,drive sellers away from our marketplaces,result in potential legal liability,and harm our business.In addition,we and our third-party service providers may experience

268、service outages from time to time that could adversely impact payments made on our platform.Additionally,any unexpected termination or modification of those third-party services could lead to a lapse in the effectiveness of certain fraud prevention and detection tools.Our third-party service provide

269、rs may increase the fees they charge us in the future,which would increase our operating expenses.This could,in turn,require us to increase the fees we charge and cause some buyers or sellers to reduce purchases or listings on our Marketplace platforms or to leave our platform altogether by closing

270、their accounts.Table of Contents19Payments and other financial services are governed by complex and continuously evolving laws and regulations that are subject to change and vary across different jurisdictions in the United States globally.As a result,we are required to spend significant time and ef

271、fort to determine whether various licensing and registration laws as well as privacy and secrecy laws relating to payments and other financial services we offer apply to us and to comply with applicable laws and licensing and registration regulations.In addition,there can be no assurance that we wil

272、l be able to obtain or retain any necessary licenses or registrations.Any failure or claim of failure by us or our third-party service providers to comply with applicable laws and regulations relating to payments or financial services could require us to expend significant resources,result in liabil

273、ities,limit or preclude our ability to enter or continue to operate in certain markets and harm our reputation.In addition,changes in payment regulations,or other financial regulation,including changes to the credit or debit card interchange rates in the United States or other markets,could adversel

274、y affect payments on our platform and make our payments systems less profitable.Further,we are indirectly subject to payment card association operating rules and certification requirements pursuant to agreements with our third-party payment processors.These rules and requirements,including the Payme

275、nt Card Industry Data Security Standard and rules governing electronic funds transfers,are subject to change or reinterpretation,making it difficult for us to comply.Any failure to comply with these rules and certification requirements could impact our ability to meet our contractual obligations to

276、our third-party payment processors and could result in potential fines.In addition,changes in these rules and requirements,including any change in our designation by major payment card providers,could require a change in our business operations and could result in limitations on or loss of our abili

277、ty to accept payment cards or other forms of payment,any of which could negatively impact our business.Such changes could also increase our costs of compliance,which could lead to increased fees for us or our sellers and adversely affect payments on our platform or usage of our payments services and

278、 Marketplace platforms.Our payments system is susceptible to illegal uses,including money laundering,terrorist financing,fraud and payments to sanctioned parties.If our compliance program and internal controls to limit such illegal activity are ineffective,government authorities could bring legal ac

279、tion against us or otherwise suspend our ability to offer payments or financial services in one or more markets.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.W

280、e believe the protection of our intellectual property,including our trademarks,patents,copyrights,domain names,trade dress,and trade secrets,is important to our success.We seek to protect our intellectual property rights by relying on applicable laws and regulations in the United States and internat

281、ionally,as well as a variety of administrative procedures.We also rely on contractual restrictions to protect our proprietary rights when offering or procuring products and services,including confidentiality and invention assignment agreements entered into with our employees and contractors and conf

282、identiality agreements with parties with whom we conduct business.However,effective intellectual property protection may not be available in every country in which our products and services are made available,and contractual arrangements and other steps we have taken to protect our intellectual prop

283、erty may not prevent third parties from infringing or misappropriating our intellectual property or deter independent development of equivalent or superior intellectual property rights by others.Trademark,copyright,patent,domain name,trade dress and trade secret protections are very expensive to mai

284、ntain and may require litigation.Patent protection may not be available or obtainable for our proprietary rights,or patent applications may not issue.We must protect our intellectual property rights and other proprietary rights in a significant number of jurisdictions,a process that is expensive and

285、 time consuming and may not be successful in every jurisdiction.Also,we may not be able to discover or determine the extent of any unauthorized use of our proprietary rights.We have licensed in the past,and expect to license in the future,certain of our proprietary rights,such as trademarks or copyr

286、ighted material,to others.These licensees may take actions that diminish the value of our proprietary rights or harm our reputation.Any failure to adequately protect or enforce our intellectual property rights,or significant costs incurred in doing so,could materially harm our business.Third parties

287、 have from time to time claimed,and others may claim in the future,that we have infringed their intellectual property rights.Additionally,we have repeatedly been sued for allegedly infringing other parties patents.We are a defendant in various patent suits and we are likely to be named as a defendan

288、t in other patent suits,or other intellectual property suits,in the future.These claims involve various aspects of our business as our products and services continue to expand in scope and complexity.Such claims may be brought directly or indirectly against us and/or against our customers(who may be

289、 entitled to contractual indemnification under their contracts with us),Table of Contents20and we are subject to increased exposure to such claims as a result of our acquisitions and divestitures or where we are entering new lines of business.We also face the risk that third parties will claim that

290、we are responsible for seller content that infringes their intellectual property rights.We may become more vulnerable to these types of third-party claims as laws such as the Digital Millennium Copyright Act,the Lanham Act and the Communications Decency Act are interpreted by the courts,and as we ex

291、pand the scope of our business(both in terms of the range of products and services that we offer and our geographical operations)and become subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries like ourselves are either unclear or

292、 less favorable.Any such claims,whether meritorious or not,are time consuming and costly to defend and resolve,could require expensive changes in our methods of doing business or could require us to enter into costly royalty or licensing agreements on unfavorable terms.As the number of intellectual

293、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 in

294、fringement 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 da

295、tasets,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.Our use of“open source”software may subject us to cert

296、ain unfavorable conditions,including conditions that:(i)we make publicly available the source code for any modifications or derivative works we create based upon,incorporating or using the open source software,(ii)we license such modifications or derivative works under the terms of the particular op

297、en source license,(iii)we waive intellectual property rights in any innovation that is derived using the open source software,or(iv)we offer our products that incorporate the open source software for low or no cost.There is little legal precedent or guidance governing the interpretation of the terms

298、 of some open-source licenses,so the potential impact of these terms on our business is uncertain and enforcement of these terms may result in unanticipated obligations or restrictions regarding our products or services.If an author of open source software or other third party that distributes open

299、source software that we use or license were to allege that we had not complied with the conditions of the applicable license,we could incur significant legal expenses defending against such allegations and could be subject to significant damages,enjoined from offering our products that make use of o

300、r are distributed with open source software,required to release proprietary source code,required to obtain licenses from third parties or otherwise be required to comply with the unfavorable conditions unless and until we can re-engineer the product so that it either complies with the open source li

301、cense or does not incorporate the open source software.Any of the foregoing could disrupt our ability to offer our products and harm our business,revenue and financial results.These or other intellectual property claims may be brought directly against us and/or against our customers whom we may inde

302、mnify either because we are contractually obligated to or because we choose to do so as a business matter.Such claims,whether or not meritorious,may be time-consuming and costly to defend and resolve,and could require us to make expensive changes in our methods of doing business,enter into costly ro

303、yalty or licensing agreements,cease conducting certain operations,or make substantial payments to satisfy adverse judgments or settle claims,any of which could harm our business.Failure to deal effectively with fraudulent activities on our Marketplace platforms would increase our loss rate and harm

304、our business and could severely diminish merchant and consumer confidence in and use of our services.We face reputational and other risks with respect to fraudulent activities on our platforms and periodically receive complaints from buyers and sellers who may not have received the goods that they h

305、ad contracted to purchase or payment for the goods that a buyer had contracted to purchase.In some European and Asian jurisdictions,buyers may also have the right to withdraw from a sale made by a professional seller within a specified time period.While we can,in some cases,suspend the accounts of u

306、sers who fail to fulfill their obligations to other users,we do not always have the ability to require users to make payment(such as when a payment method on file fails)or deliver goods,or otherwise make users whole other than through our protection programs.We have implemented measures to detect an

307、d reduce the occurrence of fraudulent activities,combat bad buyer and seller experiences and increase buyer and seller satisfaction,such as evaluating sellers based on identity and both buyers and sellers based on transaction history.These measures allow us to restrict or suspend buyer and seller ac

308、tivity when fraudulent activities are detected and they are intended to reduce situations in which sellers fail to Table of Contents21receive payments for sold items.However,there can be no assurance that our efforts,now or in the future,will be effective in combating all fraudulent transactions or

309、improving overall satisfaction among sellers,buyers,and other participants.If these measures fail to address fraud effectively,buyers and sellers could lose trust in our Marketplace platforms,and our reputation and results of operations could suffer as a result.Additional measures to address fraud c

310、ould negatively affect the attractiveness of our services to buyers or sellers,resulting in a reduction in the ability to attract new users or retain current users,damage to our reputation,or a diminution in the value of our brand names.Cyberattacks and data security breaches and incidents could sig

311、nificantly damage our reputation,reduce our revenues,increase our costs,result in litigation and regulatory penalties,and otherwise harm our business.We and our service providers collect,store,use,retain,disclose,transfer and process a significant amount of confidential,personal and sensitive inform

312、ation from our users and employees,including transaction,identity,biometric,health,payments and financial information.In addition,a significant number of our users authorize us to bill their payment card accounts directly for all transactions and other fees charged by us or,in certain cases,third-pa

313、rty service providers utilized in our financial services.We and our service providers face a variety of cybersecurity threats and risks or inadvertent or intentional data breaches and incidents.Cybersecurity threats can take a variety of forms,including malicious software programs that attack our ne

314、tworks and data centers or those of our service providers,social engineering,phishing,credential stuffing,ransomware,denial or degradation of service attacks and similar types of attacks against us,our employees,users and our service providers.Due to the size of our company and the volume of confide

315、ntial information we possess,we are also at risk from inadvertent and intentional data disclosure,system or access misuse,unauthorized access or other improper actions by employees and service providers.Our increasing use of Generative AI tools could also result in a greater likelihood of cybersecur

316、ity incidents,privacy violations and inadvertent disclosures of our intellectual property or other confidential information,any of which could either directly or indirectly harm our business,operations and reputation.Further,if our internal security policies,procedures and practices fail for any rea

317、son,improper access,use or disclosure of data may result.We have seen an increase in cyberattacks against us and other companies in our industry,and these attacks are increasing in sophistication.We provide cybersecurity training to our workforce.For example,we regularly train our workforce,upskill

318、teams that handle sensitive data,and carry out bespoke trainings and tabletop exercises for leaders.We have also implemented policy,procedural,technical,physical and administrative controls intended to protect our systems from such incidents.However,no training or program can offer absolute protecti

319、on against such attacks and incidents.For example,in 2014 we experienced a significant data breach involving unauthorized access to a database containing records of up to 145 million users.In the last two years,we have experienced and reported data breaches to regulators,but we do not believe these

320、recent events were material and they did not result in any penalties or sanctions.However,future events could have a material impact on our business,results of operations or reputation.For more information about our cybersecurity risk management,governance and oversight,see“Item 1C:Cybersecurity.”Fu

321、ture attacks are likely to be increasingly sophisticated and highly targeted,particularly due to rapid developments in AI.Within the last year,hackers unsuccessfully targeted us using an AI-generated voice impersonation of a company leader.We expect these types of attacks to continue and evolve.Our

322、information technology and infrastructure have at times been,and may in the future be,vulnerable to cyberattacks,including ransomware attacks,or security incidents and third parties may be able to access our employee and user data,including payment and financial data,that are stored on or accessible

323、 through our systems.Any actual or attempted cyberattack,breach or data incident,or even an unfounded public rumor regarding such an attack,breach or incident,could have a material adverse effect on our business,reputation,financial condition or results of operation.eBay does not need to be the dire

324、ct target of such attacks,breaches or incidents for them to have a material adverse effect on our operations.For example,a cyberattack on a key service provider,or a vulnerability in software that they use,could disrupt our services or compromise user and employee data entrusted to that service prov

325、ider.We perform risk-based assessments of our service providers,but we do not control our service providers and our ability to monitor their data security is limited,so we cannot guarantee that their security measures will be adequate.In addition,we and our employees,users and service providers also

326、 may not discover a cyberattack,breach or other incident for a significant period after the incident occurs,which could amplify any adverse outcomes resulting from such incidents.Table of Contents22We maintain cybersecurity insurance and seek to include reasonable contractual and indemnity protectio

327、ns in the contracts we have with our service providers.However,the amounts,if any,that we recover under an insurance policy or service provider contract may not be sufficient to adequately reimburse us from cybersecurity and data breach liabilities and losses,and the reputational damage to our busin

328、ess that such incidents cause.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.Our systems may experience service interruptions or degradation due to hardware and software d

329、efects or malfunctions,computer denial-of-service and other cyberattacks,human error,earthquakes,hurricanes,floods,fires,natural disasters,sustained drought,power losses,disruptions in telecommunications services,fraud,military or political conflicts,terrorist attacks,computer viruses,or other event

330、s.Our systems are also subject to compromise,sabotage and intentional acts of vandalism.Some of our systems are not fully redundant and our disaster recovery planning is not sufficient for all eventualities.We have experienced and will likely continue to experience system failures,denial-of-service

331、attacks,human error and other events or conditions from time to time that interrupt the availability or reduce the speed or functionality of our Marketplace platforms,including our payments services.These events have resulted in the past,and likely will result in the future,in loss of revenue.In add

332、ition,our use of AI involves significant technical complexity and requires specialized expertise.Any disruption or failure in our AI systems or infrastructure,or those of our third-party providers,could result in delays or errors in our operations,which could harm our business and financial results.

333、A prolonged interruption in the availability or reduction in the speed or other functionality of our websites and mobile applications or payments services could materially harm our business.Frequent or persistent interruptions in our services could cause current or potential users to believe that our systems are unreliable,leading them to switch to our competitors or to avoid our sites,and could p