eBay (EBAY) Risk Factor Changes

•limiting our flexibility in planning for, or reacting to, changes in our business and our industry.

•limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions, share repurchases, dividends or other general corporate and other purposes; and

•adverse changes in the ratings assigned to our debt securities by credit rating agencies would likely increase our borrowing costs;

•increasing our vulnerability to downturns in our business, to competitive pressures, and to adverse changes in general economic and industry conditions;

We have a substantial amount of outstanding indebtedness and we may incur substantial additional indebtedness in the future, including under our commercial paper program, our revolving credit facility or through publi…

We have substantial indebtedness and we cannot guarantee that we will always generate sufficient cash flow to service our existing and future indebtedness.

Because we generate nearly half of our net revenues outside the United States but report our financial results in U.S.

Our borrowing costs have been significantly impacted by elevated interest rates in recent years.

We 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 may be unable to adequately protect or enforce our own intellectual property rights.

Various jurisdictions are seeking to, or have recently imposed additional reporting, record-keeping, indirect tax collection and remittance obligations, or revenue-based taxes on businesses like ours that facilitate o…

The application of indirect taxes such as sales and use tax, value-added tax (“VAT”), goods and services tax (including the “digital services tax”), business tax, withholding tax and gross receipt tax, and tax informa…

The outcome and impact of such claims, lawsuits, government investigations, and other proceedings cannot be predicted with certainty.

We are also regularly subject to claims, lawsuits (including class actions and individual lawsuits), government investigations, enforcement actions and other proceedings involving antitrust and unfair competition or c…

Regulators may at any time seek to apply laws and regulations not originally intended to apply in our industry or to our operations, and they may interpret laws and regulations differently than they have in the past a…

We are subject to a variety of laws and regulations in the United States and globally that were not designed for Internet businesses and online commerce.

We are subject to laws and regulations that are not primarily intended for online commerce, and governments and regulators regularly subject us to litigation, inquiries and investigations, as they seek to extend new a…

Our use of “open source” software may subject us to certain unfavorable conditions, including conditions that: (i) we make publicly available the source code for any modifications or derivative works we create based u…

We also face increasing risk from third-party claims that we are responsible for seller content that infringes their intellectual property rights.

Third parties frequently claim, and will continue to claim, that we infringe their intellectual property rights.

Government regulators globally are also imposing new data reporting requirements on platforms for user tax compliance.

In addition, our success depends in part on our ability to collect and use data relating to merchants, consumers, and other individuals.

We are subject to complex laws that frequently change relating to data protection, privacy, cybersecurity and the collection, use, sharing, retention, deletion, security, transfer and other handling of personal data a…

Increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business.

Adverse changes in laws and regulations that protect us from liability for third-party sales, or adverse interpretations of or litigation involving such laws and regulations, could subject us to substantial civil or c…

In recent years, the DSA has imposed legal obligations on online marketplaces operating in Europe, requiring them to verify the identity of business sellers and make best efforts to assess proper disclosure by traders…

We believe we are protected from many of these claims because the statutes and common law theories under which they are brought have not been conclusively applied to our business model and/or because we are protected…

As we expand and localize our international activities, we are also increasingly becoming obligated to comply with the laws of the countries or markets in which we operate.

We are subject to laws and regulations affecting our operations in a number of areas, including consumer protection; data privacy and data security; responsible AI; intellectual property ownership and infringement; st…

We are subject to extensive and increasing regulation and oversight, which could adversely impact our business.

•liability for activities of the acquired or disposed business, including intellectual property, payment services, litigation claims or disputes, violations of laws, rules and regulations, commercial disputes, tax lia…

•risks associated with our expansion in new markets, geographies, and areas of business with which we may be unfamiliar;

•the inefficiencies and lack of synergies that may result if integrations are delayed or not implemented, and unforeseen difficulties and expenditures that may arise as a result;

•the inherent difficulty and cost of integrating new, different or more complex operations, systems (including accounting, management, information, human resource and other administrative systems), technologies, produ…

•difficulty in providing or obtaining necessary transition services, which may result in the diversion of resources and management focus;

We have outsourced certain important functions that are critical to our operations to third-party providers, including some customer support, payments and financial services, product development functions, and certain…

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…

We have seen an increase in attack sophistication, and future attacks are likely to be increasingly sophisticated and highly targeted, particularly due to rapid developments in AI.

We provide cybersecurity training to our workforce.

We and our service providers face a variety of cybersecurity threats and risks or inadvertent or intentional data breaches and security events.

Our payments system is susceptible to illegal uses, including money laundering, terrorist financing, fraud and payments to sanctioned parties.

We are also indirectly (and in some cases directly) subject to payment card association operating rules and certification requirements pursuant to agreements with our third-party payment processors.

We have experienced and will continue to experience system failures that interrupt the availability or reduce the speed or functionality of our platforms and services.

We offer authentication services, including our Authenticity Guarantee program, in certain markets to increase buyer confidence in using our platforms.

We have experienced and expect to continue to experience increased costs from chargebacks through our payments platforms, due to forced transaction reversals initiated by buyers through their payment card issuers.

Any past or future changes to the cost of buying and selling goods internationally, or even the public perception that any such changes are imminent or could occur in the future, may reduce consumer confidence and the…

Any further trade policy developments, especially in key geographies such as the U.S, the U.K., and the E.U., could significantly impact the cost of items and available inventory to be bought and sold on our platforms…

•compliance with laws designed to combat bribery, money laundering and the financing of terrorist activities, such as the U.S.

•global or regional supply chain challenges, including fluctuations in shipping costs, limitations on shipping and receiving capacity, complexity around payment of duties, and other supply chain disruptions;

•credit risk and higher levels of payment fraud in some geographies;

•local variations in consumer confidence and demand for discretionary goods;

Our international businesses, especially in the United Kingdom and Germany, and in cross-border sales from Greater China, have generated nearly half of our net revenues in recent years.

Our international operations subject us to various uncertainties, costs and risks, which could harm our business.

We are devoting significant capital and management time and resources to using AI technologies to improve our products, services and controls, and to build and expand our capabilities.

For example, we are seeing consumers increasingly search for products using chatbots, virtual assistants and other Gen AI technologies powered by large language models instead of using traditional search engines.

Our industry is subject to rapid technological change, and the demands and expectations of our consumers can change quickly.

We generate a meaningful amount of our revenue from our Promoted Listings (a first-party advertising offering) and, to a lesser extent, third-party advertising.

•We may not keep up with seller expectations – Consumers and merchants that sell goods on our platforms also have many alternatives, including general ecommerce marketplaces, such as Amazon and Alibaba, and more speci…

•Consumers have a wide variety of alternatives that compete against us – Consumers have alternatives, such as traditional department, warehouse, boutique, discount and general merchandise stores (as well as the online…

While we believe we compete effectively across these factors, our competitors, including any of the businesses, channels and buying and selling alternatives discussed below, may be more successful across these factors…

•ability to attract, retain and engage buyers and sellers from around the globe;

In view of the rapidly evolving nature of our business and the factors discussed above, period-to-period comparisons of our operating and financial results may not be meaningful, and you should not rely upon them as a…

•changes in the geopolitical, legal and regulatory landscape, and our response to those developments.

•the success of our marketing efforts;

Our operating and financial results have significantly varied on a quarterly basis throughout our operating history, and we expect our results to continue to fluctuate significantly for a variety of reasons, including…

•We have substantial indebtedness and we cannot guarantee that we will always generate sufficient cash flow to service our existing and future indebtedness.

•We may be unable to adequately protect or enforce our own intellectual property rights.

•We are subject to laws and regulations that are not primarily intended for online commerce, and governments and regulators regularly subject us to litigation, inquiries and investigations, as they seek to extend new…

•Increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business.

•We are subject to extensive and increasing regulation and oversight, which could adversely impact our business.

•Our international operations subject us to various uncertainties, costs and risks, which could harm our business.

We have made certain investments including through joint ventures and in companies in which we have a minority equity interest and/or lack management and operational control.

•our dependence on the acquired business’ accounting, financial reporting, operating metrics and systems, controls and processes and the risk that errors or irregularities in those systems, controls and processes coul…

•any fluctuations in share prices, financial results and fluctuations in exchange rates, and our ability to sell our shares in any company we have invested in;

•the acquisition of new customer and employee personal data by us or a third party acquiring assets or businesses from us, which in and of itself may require regulatory approval and or additional controls, policies an…

•the potential loss of key employees following the transaction;

•the need to implement or improve controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition may have lacked such controls, procedures and policies or whose contro…

•diversion of management time and a shift of focus from operating the businesses to the transaction, and, in the case of an acquisition, integration and administration;

•difficulty making new and strategic hires of new employees;

•declining employee morale and retention issues affecting employees of companies that we acquire or dispose of, which may result from changes in compensation, or changes in management, reporting relationships, future…

•the loss of key customers, merchants, vendors and other key business partners of the companies we acquire, or dispose of, following and continuing after announcement of our transaction plans;

•the potential that we cannot complete these transactions on our desired timeline and terms;

These transactions may involve significant challenges and risks, including:

businesses or investments therein.

We have acquired a significant number of businesses of varying size and scope, technologies, services, and products, and we maintain investments in certain businesses.

Acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments could result in operating difficulties and could harm our business or impact our financial results.

These legislative changes or new legislation could adversely affect our business if the requirement of tax to be charged on items sold on our Marketplace platforms causes our Marketplace platforms to be less attractiv…

reclaim this input VAT from the various countries.

From time to time, some taxing authorities in the United States have notified us that they believe we owe them certain taxes imposed on our services.

Investments in both fixed-rate and floating-rate interest-earning instruments are subject to varying levels of interest rate risk.

During 2022 and 2023, the Federal Reserve raised benchmark interest rates to combat inflation.

A number of legislative proposals and policy recommendations in the United States and in other jurisdictions, such as the European Union, seek to make online platforms liable to third parties for the user-provided con…

Online services companies may be subject to claims relating to information disseminated through their services, including claims alleging defamation, libel, breach of contract, invasion of privacy, negligence, among o…

We are subject to risks associated with information disseminated through our services.

As described more fully under “Note 12 — Commitments and Contingencies — Litigation and Other Legal Matters” and above under the heading “Our business is subject to extensive and increasing government regulation and o…

In addition, allegations of infringement of intellectual property rights, including but not limited to counterfeit items, have resulted and may continue to result in threatened and actual litigation from time to time…

The listing or sale by our users of infringing, illegal or stolen goods, or unlawful services, or sale of goods or services in an unlawful manner, has resulted and may continue to result in allegations of civil or cri…

The listing or sale by our users of certain items, including items that allegedly infringe the intellectual property rights of rights owners, including pirated or counterfeit items, illegal items or items used in an i…

Our conduct and actions are subject to scrutiny by various government agencies under U.S.

We could be subject to regulatory or agency investigations and/or court proceedings under unfair competition laws that could adversely impact our business.