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þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2004.
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the Transition Period from           to           .

Delaware		77-0430924
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
2145 Hamilton Avenue San Jose, California (Address of principal executive offices)		95125 (Zip Code)

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PART I
	ITEM 1: BUSINESS
	ITEM 2: PROPERTIES
	ITEM 3: LEGAL PROCEEDINGS
	ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
	ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
	ITEM 6: SELECTED CONSOLIDATED FINANCIAL DATA
	ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9A. CONTROLS AND PROCEDURES
	ITEM 9B. OTHER INFORMATION
	ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
	ITEM 11: EXECUTIVE COMPENSATION
	ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
	ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
	ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
	ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENT SCHEDULE
SIGNATURES
EXHIBIT INDEX
EXHIBIT 21.01
EXHIBIT 23.01
EXHIBIT 31.01
EXHIBIT 31.02
EXHIBIT 32.01
EXHIBIT 32.02

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ITEM 1:	BUSINESS

	Trading Platform

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	Community

Buyers			Sellers
	• Selection		• Access to broad markets
	• Value		• Efficient marketing and distribution costs
	• Convenience		• Ability to maximize prices
	• Entertainment		• Opportunity to increase sales

	•	Acquisition — increasing the number of new registered users on our eBay Marketplace
	•	Activation — increasing the number of registered users that become active bidders, buyers or sellers on our eBay Marketplace
	•	Activity — increasing the volume and value of transactions that are conducted by each active user on our eBay Marketplace

	eBay Marketplace Value Proposition

	•	They are fragmented and regional, making it difficult and expensive for buyers and sellers to meet, exchange information and complete transactions;
	•	They offer a limited variety and breadth of goods;
	•	They often have high transaction costs due to intermediaries; and

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	•	They are information inefficient, as buyers and sellers lack a reliable and convenient means of setting prices.

	•	Our global community of users can easily and inexpensively communicate, exchange information and complete transactions;
	•	Our marketplace includes tens of millions of items creating a wide variety and selection of goods;
	•	We bring buyers and sellers together for much lower fees than traditional intermediaries; and
	•	Our marketplace provides for efficient information exchange.

	eBay Marketplace Strategy

	Categories

• Antiques • Art • Books • Business & Industrial • Camera & Photo • Cell Phones • Clothing, Shoes &  Accessories • Coins • Collectibles • Computers & Networking • Consumer Electronics • Crafts • Dolls & Bears		• DVDs & Movies • Entertainment Memorabilia • Everything Else • Gift Certificates • Health & Beauty • Home & Garden • Jewelry & Watches • Music • Musical Instruments • Pottery & Glass • Real Estate • Specialty Services • Sporting Goods		• Sports Memorabilia, Cards  and FanShop • Stamps • Tickets • Toys & Hobbies • Travel • Video Games • eBay Motors   • Boats   • Motorcycles   • Parts & Accessories   • Passenger Vehicles   • Powersports   • Other Vehicles

	Formats

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	Geographies

	Marketplace Services

	Trust and Safety Programs

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	Customer Support

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	Value-Added Tools and Services

	My eBay

	Global Payments Platform

	PayPal Services

	Joining the Network

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	Verification of PayPal’s Account Holders

	Withdrawing Money

	PayPal Value Proposition

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	PayPal Strategy

	Increase PayPal’s adoption on the eBay Marketplace

•		Austria		•		France		•		United States
•		Belgium		•		Germany		•		United Kingdom
•		Canada		•		Switzerland

	Expand PayPal’s merchant services business in the U.S.

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	Trust and Safety Programs

	eBay Platform

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	PayPal Platform

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ITEM 2:	PROPERTIES

ITEM 3:	LEGAL PROCEEDINGS

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ITEM 4:	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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ITEM 5:	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

			High				Low
Year Ended December 31, 2003
	First Quarter		$	22.61			$	16.88
	Second Quarter			26.44				21.38
	Third Quarter			29.47				24.94
	Fourth Quarter			32.40				25.32
Year Ended December 31, 2004
	First Quarter			36.02				31.30
	Second Quarter			47.07				34.53
	Third Quarter			47.95				35.73
	Fourth Quarter			59.21				45.22

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ITEM 6:	SELECTED CONSOLIDATED FINANCIAL DATA

				Year Ended December 31,
				2000				2001				2002(1)				2003				2004
				(In thousands, except per share amounts)
Consolidated Statement of Income Data:
Net revenues				$	431,424			$	748,821			$	1,214,100			$	2,165,096			$	3,271,309
Cost of net revenues					95,453				134,816				213,876				416,058				614,415
		Gross profit			335,971				614,005				1,000,224				1,749,038				2,656,894
Operating expenses:
	Sales and marketing				166,767				253,474				349,650				567,565				857,874
	Product development				55,863				75,288				104,636				159,315				240,647
	General and administrative				73,027				105,784				171,785				302,703				415,725
	Patent litigation expense				—				—				—				29,965				—
	Payroll tax on employee stock options				2,337				2,442				4,015				9,590				17,479
	Amortization of acquired intangible assets				1,433				36,591				15,941				50,659				65,927
	Merger related costs				1,550				—				—				—				—
		Total operating expenses			300,977				473,579				646,027				1,119,797				1,597,652
Income from operations					34,994				140,426				354,197				629,241				1,059,242
Interest and other income, net					46,337				41,613				49,209				37,803				77,867
Interest expense					(3,374	)			(2,851	)			(1,492	)			(4,314	)			(8,879	)
Impairment of certain equity investments					—				(16,245	)			(3,781	)			(1,230	)			—
Income before cumulative effect of accounting change, income taxes and minority interests					77,957				162,943				398,133				661,500				1,128,230
Provision for income taxes					(32,725	)			(80,009	)			(145,946	)			(206,738	)			(343,885	)
Minority interests					3,062				7,514				(2,296	)			(7,578	)			(6,122	)
Income before cumulative effect of accounting change					48,294				90,448				249,891				447,184				778,223
Cumulative effect of accounting change, net of tax					—				—				—				(5,413	)			—
Net income				$	48,294			$	90,448			$	249,891			$	441,771			$	778,223
Net income per basic share:
	Income before cumulative effect of accounting change			$	0.05			$	0.08			$	0.22			$	0.35			$	0.59
	Cumulative effect of accounting change				—				—				—				(0.00	)			—
		Net income per basic share		$	0.05			$	0.08			$	0.22			$	0.35			$	0.59
Net income per diluted share:
	Income before cumulative effect of accounting change			$	0.04			$	0.08			$	0.21			$	0.34			$	0.57
	Cumulative effect of accounting change				—				—				—				(0.00	)			—
		Net income per diluted share		$	0.04			$	0.08			$	0.21			$	0.34			$	0.57
Weighted average shares:
	Basic				1,007,104				1,075,884				1,149,984				1,276,576				1,319,458
	Diluted				1,121,384				1,122,380				1,171,280				1,313,314				1,367,720

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		December 31,
		2000				2001				2002				2003				2004
		(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$	201,873			$	523,969			$	1,109,313			$	1,381,513			$	1,330,045
Short-term investments			354,166				199,450				89,690				340,576				682,004
Long-term investments			218,197				286,998				470,227				934,171				1,266,289
Working capital			538,022				703,666				1,082,234				1,498,606				1,826,279
Total assets			1,182,403				1,678,529				4,040,226				5,820,134				7,991,051
Short-term obligations			15,272				16,111				2,970				2,840				124,272	(2)
Long-term obligations			11,404				12,008				13,798				124,476	(2)			75
Total stockholders’ equity			1,013,760				1,429,138				3,556,473				4,896,242				6,728,341

(1)	Includes the results of PayPal subsequent to our acquisition on October 3, 2002.
(2)	Includes a lease obligation totaling $122.5 million that was reclassified as short-term in 2004 as the lease will expire on March 1, 2005, at which time we will purchase the facility. See “Note 8 — Long-Term Obligations” in the notes to the consolidated financial statements, included elsewhere in this Annual Report on Form 10-K.

ITEM 7:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	About eBay

	Executive Operating and Financial Summary

	Our focus is on understanding our key operating and financial metrics

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	Our expectations for growth

	Seasonality

			March 31				June 30				September 30				December 31
			(In thousands, except percentages)
2002
	Net revenues		$	245,106			$	266,287			$	288,779			$	413,928	*
	Current quarter vs prior quarter			12	%			9	%			8	%			43	%
2003
	Net revenues		$	476,492			$	509,269			$	530,942			$	648,393
	Current quarter vs prior quarter			15	%			7	%			4	%			22	%
2004
	Net revenues		$	756,239			$	773,412			$	805,876			$	935,782
	Current quarter vs prior quarter			17	%			2	%			4	%			16	%

*	Includes net revenues from PayPal subsequent to our acquisition on October 3, 2002.

	Business Combinations

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				Year Ended December 31,
				2002				2003				2004
Net revenues					100.0	%			100.0	%			100.0	%
Cost of net revenues					17.6				19.2				18.8
		Gross profit			82.4				80.8				81.2
Operating expenses:
	Sales and marketing				28.8				26.2				26.2
	Product development				8.6				7.4				7.4
	General and administrative				14.1				14.0				12.7
	Patent litigation expense				—				1.4				—
	Payroll tax on employee stock options				0.3				0.4				0.5
	Amortization of acquired intangible assets				1.3				2.3				2.0
		Total operating expenses			53.1				51.7				48.8
Income from operations					29.3				29.1				32.4
Interest and other income, net					4.1				1.7				2.4
Interest expense					(0.1	)			(0.2	)			(0.3	)
Impairment of certain equity investments					(0.3	)			(0.1	)			—
Income before cumulative effect of accounting change, income taxes and minority interests					32.8				30.6				34.5
Provision for income taxes					(12.0	)			(9.5	)			(10.5	)
Minority interests					(0.2	)			(0.4	)			(0.2	)
Income before cumulative effect of accounting change					20.6				20.7				23.8
Cumulative effect of accounting change, net of tax					—				(0.3	)			—
Net income					20.6	%			20.4	%			23.8	%

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				Year Ended								Year Ended								Year Ended
				December 31,				Percent				December 31,				Percent				December 31,
				2002				Change				2003				Change				2004
				(In thousands, except percent changes)
Net Revenues by Type:
Net transaction revenues
	U.S. Marketplace			$	718,239				43	%		$	1,024,915				31	%		$	1,338,715
	International Marketplace				297,485				121	%			657,874				76	%			1,157,472
	Payments				93,303				360	%			429,453				59	%			680,813
		Total net transaction revenues			1,109,027				90	%			2,112,242				50	%			3,177,000
Advertising and other non- transaction net revenues					105,073				(50	)%			52,854				78	%			94,309
		Total net revenues		$	1,214,100				78	%		$	2,165,096				51	%		$	3,271,309
Net Revenues by Segment:
	U.S. Marketplace			$	816,596				30	%		$	1,062,834				32	%		$	1,399,848
	International Marketplace				302,136				120	%			664,640				77	%			1,173,759
	Payments				95,368				359	%			437,622				59	%			697,702
		Total net revenues		$	1,214,100				78	%		$	2,165,096				51	%		$	3,271,309
Net Revenues by Geography:
	U.S.			$	897,701				57	%		$	1,406,512				34	%		$	1,889,936
	International				316,399				140	%			758,584				82	%			1,381,373
		Total net revenues		$	1,214,100				78	%		$	2,165,096				51	%		$	3,271,309

			Year Ended December 31,
			2000				2001				2002				2003				2004
			(In millions)
Supplemental Operating Data:
U.S. and International Marketplace Segments:(1)
	Confirmed registered users(2)			22.5				42.4				61.7				94.9				135.5
	Active users(3)			—				17.8				27.7				41.2				56.1
	Number of non-stores listings(4)			264.7				419.1				629.7				955.0				1,339.9
	Number of stores listings(4)			—				4.0				8.6				16.0				72.7
	Gross merchandise volume(5)		$	5,422			$	9,319			$	14,868			$	23,779			$	34,168
Payments Segment:
	Total accounts(6)			—				—				23.3				40.3				63.8
	Active accounts(7)			—				—				7.9				13.2				20.2
	Total number of payments(8)			—				—				39.2				229.8				339.9
	Total payment volume(9)			—				—			$	2,138			$	12,226			$	18,915

(1)	Marktplaats.nl in the Netherlands and mobile.de in Germany are not included in these metrics.
(2)	Cumulative total of all users who have completed the registration process on one of eBay’s trading platforms.

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(3)	All users, excluding users of Baazee.com, Half.com, Internet Auction, Marktplaats.nl and mobile.de, who bid on, bought, or listed an item within the previous 12-month period. Includes users of eBay EachNet in China since the migration to the eBay platform in September 2004. Active user information not available for periods prior to 2001.
(4)	All listings on eBay’s trading platforms during the year, regardless of whether the listing subsequently closed successfully.
(5)	Total value of all successfully closed listings between users on eBay’s trading platforms during the year, regardless of whether the buyer and seller actually consummated the transaction.
(6)	Cumulative total of all personal, premier, or business accounts opened, excluding accounts that have been closed or locked.
(7)	All accounts that sent or received at least one payment through the PayPal system within the previous three-month period.
(8)	Total number of payments initiated through the PayPal system during the year, regardless of whether the payment was actually sent successfully, or was reversed, rejected, or pending at the end of the year.
(9)	Total dollar volume of payments initiated through the PayPal system during the year, regardless of whether the payment was actually sent successfully, or was reversed, rejected, or was pending at the end of the year.

	eBay Marketplace Net Transaction Revenues

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	U.S. Marketplace Segment

	International Marketplace Segment

	Payments Segment Net Transaction Revenues

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	Advertising and Other Non-Transaction Net Revenues

	Cost of Net Revenues

						Percent								Percent
		2002				Change				2003				Change				2004
		(In thousands, except percentages)
Cost of net revenues		$	213,876				95	%		$	416,058				48	%		$	614,415
As a percentage of net revenues			17.6	%							19.2	%							18.8	%

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	Operating Expenses

	Sales and Marketing

						Percent								Percent
		2002				Change				2003				Change				2004
		(In thousands, except percentages)
Sales and marketing		$	349,650				62	%		$	567,565				51	%		$	857,874
As a percentage of net revenues			28.8	%							26.2	%							26.2	%

	Product Development

						Percent								Percent
		2002				Change				2003				Change				2004
		(In thousands, except percentages)
Product development		$	104,636				52	%		$	159,315				51	%		$	240,647
As a percentage of net revenues			8.6	%							7.4	%							7.4	%

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	General and Administrative

						Percent								Percent
		2002				Change				2003				Change				2004
		(In thousands, except percentages)
General and administrative		$	171,785				76	%		$	302,703				37	%		$	415,725
As a percentage of net revenues			14.1	%							14.0	%							12.7	%

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	Patent Litigation Expense

						Percent								Percent
		2002				Change				2003				Change				2004
		(In thousands, except percentages)
Patent litigation expense		$	—				N/A			$	29,965				N/A			$	—
As a percentage of net revenues			N/A								1.4	%							N/A

	Payroll Tax on Employee Stock Options

						Percent								Percent
		2002				Change				2003				Change				2004
		(In thousands, except percentages)
Payroll tax on employee stock options		$	4,015				139	%		$	9,590				82	%		$	17,479
As a percentage of net revenues			0.3	%							0.4	%							0.5	%

	Amortization of Acquired Intangible Assets

						Percent								Percent
		2002				Change				2003				Change				2004
		(In thousands, except percentages)
Amortization of acquired intangible assets		$	15,941				218	%		$	50,659				30	%		$	65,927
As a percentage of net revenues			1.3	%							2.3	%							2.0	%

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	Non-Operating Items

	Interest and Other Income, Net

						Percent								Percent
		2002				Change				2003				Change				2004
		(In thousands, except percentages)
Interest and other income, net		$	49,209				(23	)%		$	37,803				106	%		$	77,867
As a percentage of net revenues			4.1	%							1.7	%							2.4	%

	Interest Expense

						Percent								Percent
		2002				Change				2003				Change				2004
		(In thousands, except percentages)
Interest expense		$	1,492				189	%		$	4,314				106	%		$	8,879
As a percentage of net revenues			0.1	%							0.2	%							0.3	%

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	Impairment of Certain Equity Investments

						Percent								Percent
		2002				Change				2003				Change				2004
		(In thousands, except percentages)
Impairment of certain equity investments		$	3,781				(67	)%		$	1,230				N/A			$	—
As a percentage of net revenues			0.3	%							0.1	%							N/A

	Provision for Income Taxes

						Percent								Percent
		2002				Change				2003				Change				2004
		(In thousands, except percentages)
Provision for income taxes		$	145,946				42	%		$	206,738				66	%		$	343,885
As a percentage of net revenues			12.0	%							9.5	%							10.5	%
Effective tax rate			37	%							32	%							30	%

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	Minority Interests

						Percent								Percent
		2002				Change				2003				Change				2004
		(In thousands, except percentages)
Minority interests		$	(2,296	)			(230	)%		$	(7,578	)			19	%		$	(6,122	)
As a percentage of net revenues			0.2	%							0.4	%							0.2	%

	Cumulative Effect of Change in Accounting Principle

	Impact of Foreign Currency Translation

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	Foreign Exchange Hedging Policy

	Employee Stock Options

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	Recent Accounting Pronouncements

	Share-Based Payments

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	Cash Flows

			Year Ended December 31,
			2002				2003				2004
			(In thousands)
Consolidated Cash Flow Data:
Net cash provided by (used in):
	Operating activities		$	479,903			$	874,119			$	1,285,315
	Investing activities			(157,759	)			(1,319,542	)			(2,013,220	)
	Financing activities			252,067				688,866				647,669
	Effect of exchange rates on cash and cash equivalents			11,133				28,757				28,768
	Net increase (decrease) in cash and cash equivalents		$	585,344			$	272,200			$	(51,468	)

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	Commitments and Contingencies

											Other
Payment Due By Year Ending			Capital				Operating				Purchase
December 31,			Leases				Leases				Obligations				Total
2005			$	128,164			$	19,987			$	397,176			$	545,327
2006				75				15,522				64,505				80,102
2007				—				11,238				12,353				23,591
2008				—				9,371				2,958				12,329
2009				—				7,435				—				7,435
	Thereafter			—				26,634				—				26,634
			$	128,239			$	90,187			$	476,992			$	695,418

	Other Financial Arrangements

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	Indemnification Provisions

	Subsequent Events

	General

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	Provisions for Doubtful Accounts and Authorized Credits

		Years Ended December 31,
		2002				2003				2004
Net revenues from the U.S. and International Marketplace segments		$	1,118,732			$	1,727,474			$	2,573,607
Provision for doubtful accounts and authorized credits		$	25,455			$	46,049			$	90,942
Provision for doubtful accounts and authorized credits as a % of net revenues from the U.S. and International Marketplace segments			2.28	%			2.67	%			3.53	%

		–25 Basis								+25 Basis
		Points				2004				Points
Income from operating impact related to doubtful accounts and authorized credits		$	84,508			$	90,942			$	97,376
Income from operations			1,065,676				1,059,242				1,052,808
Net income			784,657				778,223				771,789
Diluted earnings per share		$	0.57			$	0.57			$	0.56

	Provision for Transaction Losses

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		Period from
		October 3, 2002
		through				Year Ended				Year Ended
		December 31, 2002				December 31, 2003				December 31, 2004
Total payment volume		$	2,138,000			$	12,226,000			$	18,915,000
Transaction loss expense		$	7,832			$	36,401			$	50,459
As a % of total payment volume			0.37	%			0.30	%			0.27	%

		-5 Basis								+5 Basis
		Points				2004				Points
Transaction loss expense		$	41,003			$	50,459			$	59,915
Income from operations			1,068,698				1,059,242				1,049,786
Net income			787,679				778,223				768,767
Diluted earnings per share		$	0.58			$	0.57			$	0.56

	Legal Contingencies

	Accounting for Income Taxes

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		Years Ended December 31,
		2002				2003				2004
Provision for income taxes		$	145,946			$	206,738			$	343,885
Effective tax rates			37	%			32	%			30	%

		-100 Basis								+100 Basis
		Points				2004				Points
Provision for income taxes		$	332,603			$	343,885			$	355,167
Income from operations			1,070,524				1,059,242				1,047,960
Net income			789,505				778,223				766,941
Diluted earnings per share		$	0.58			$	0.57			$	0.56

	Advertising and Other Non-Transaction Revenues

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	Business Combinations

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	Our operating results may fluctuate.

	•	our ability to retain an active user base, to attract new users, and to encourage existing users to list items for sale, purchase items through our service, or use our payment services;
	•	the volume, size, timing, and completion rate of transactions on our websites;
	•	the amount and timing of operating costs and capital expenditures relating to the maintenance and expansion of our businesses, operations, and infrastructure;
	•	technical difficulties or service interruptions involving our websites or services provided to our users by third parties;
	•	the success of our geographic and product expansions;
	•	the actions of our competitors, including the introduction of new sites, services, and products;
	•	consumer confidence in the safety and security of transactions on our websites;
	•	the cost and availability of online and traditional advertising, and the success of our brand building and marketing campaigns;
	•	new laws or regulations, or interpretations of existing laws or regulations, that harm the Internet, electronic commerce, or our business model;
	•	our ability to comply with the requirements of entities whose services are required for our operations, such as credit card associations;
	•	our ability to upgrade and develop our systems, infrastructure, and customer service capabilities to accommodate growth at a reasonable cost;
	•	the costs and results of litigation that involves us;
	•	our ability to keep our websites operational at a reasonable cost;
	•	our ability to develop product enhancements at a reasonable cost and to develop programs and features in a timely manner, including expanding our fixed-price offerings;
	•	our ability to successfully integrate and manage our acquisitions, including, most recently, Rent.com;
	•	our ability to manage PayPal’s transaction loss and credit card chargeback rate and payment funding mix;
	•	our ability to expand PayPal’s product offerings outside of the U.S. (including our ability to obtain any necessary regulatory approvals) and to increase the acceptance of PayPal by online merchants outside of the eBay marketplace;
	•	our ability to attract new personnel in a timely and effective manner and to retain key employees;
	•	the results of regulatory decisions that affect us;
	•	the continued financial strength of our technology suppliers and other parties with whom we have commercial relations;

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	•	increasing consumer acceptance of the Internet and other online services for commerce in the face of increasing publicity about fraud, spoofing, viruses, and other dangers of the Internet;
	•	general economic conditions and those economic conditions specific to the Internet and e-commerce industries; and
	•	geopolitical events such as war, threat of war, or terrorist actions.

	We may not maintain our level of profitability or rates of growth.

	•	attract new users and keep existing users active on our websites;
	•	manage the costs of our business, including the costs associated with maintaining and developing our websites, customer support, transaction and chargeback rates, and international and product expansion;
	•	maintain sufficient transaction volume to attract buyers and sellers;
	•	increase the awareness of our brands; and
	•	provide our customers with superior community, customer support, and trading experiences.

	System failures could harm our business.

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	Our growth will depend on our ability to develop our brands, and these efforts may be costly.

	We depend on the continued growth of online commerce.

	We must keep pace with rapid technological change to remain competitive.

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	There are many risks associated with our international operations.

	•	regulatory requirements, including regulation of auctioneering, professional selling, distance selling, banking, and money transmitting, that may limit or prevent the offering of eBay’s and PayPal’s services in some jurisdictions, prevent enforceable agreements between sellers and buyers, prohibit the listing of certain categories of goods, require special licensure, or limit the transfer of information between eBay and our affiliates;
	•	legal uncertainty regarding our liability for the listings and other content provided by our users, including uncertainty as a result of less Internet-friendly legal systems, unique local laws, and lack of clear precedent or applicable law;
	•	difficulties in integrating with local payment providers, including banks, credit and debit card associations, and electronic fund transfer systems;
	•	differing levels of retail distribution, shipping, and communications infrastructures;
	•	different employee/employer relationships and the existence of workers’ councils and labor unions;
	•	difficulties in staffing and managing foreign operations;
	•	longer payment cycles, different accounting practices, and greater problems in collecting accounts receivable;
	•	potentially adverse tax consequences, including local taxation of our fees or of transactions on our websites;
	•	higher telecommunications and Internet service provider costs;
	•	strong local competitors;
	•	different and more stringent consumer protection, data protection and other laws;
	•	cultural ambivalence towards, or non-acceptance of, online trading;
	•	seasonal reductions in business activity;

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	•	expenses associated with localizing our products, including offering customers the ability to transact business in the local currency;
	•	laws and business practices that favor local competitors or prohibit foreign ownership of certain businesses;
	•	profit repatriation restrictions, foreign currency exchange restrictions, and exchange rate fluctuations;
	•	volatility in a specific country’s or region’s political or economic conditions; and
	•	differing intellectual property laws.

	Our operations in China are subject to risks and uncertainties relating to the laws and regulations of the People’s Republic of China.

	We are exposed to fluctuations in currency exchange rates.

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	Our business and users may be subject to sales tax and other taxes.

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	Fraudulent activities on our websites and disputes between users of our services may harm our business.

	•	merchant fraud and other disputes over the quality of goods and services;
	•	unauthorized use of credit card and bank account information and identity theft;
	•	the need to provide effective customer support to process disputes between senders and recipients;
	•	potential breaches of system security;
	•	potential employee fraud; and
	•	use of PayPal’s system by customers to make or accept payment for illegal or improper purposes.

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	Changes to credit card association fees, rules, or practices or its users’ credit card usage rates could negatively affect PayPal’s business.

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	If PayPal were found to be subject to or in violation of any U.S. laws or regulations governing banking, money transmission, or electronic funds transfers, it could be subject to liability and forced to change its business practices.

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	PayPal’s status under banking or financial services laws or other laws in countries outside the U.S. is unclear.

	We are subject to regulations relating to consumer privacy.

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	New and existing regulations could harm our business.

	PayPal has limited experience in managing and accounting accurately for large amounts of customer funds. PayPal’s failure to manage these funds properly would harm its business.

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	Our business is subject to online commerce security risks, including security breaches and identity theft.

	Our failure to manage growth could harm our business.

	•	Our Websites. We must constantly add new hardware, update software and add new engineering personnel to accommodate the increased use of our and our subsidiaries’ websites and the new products and features we regularly introduce. This upgrade process is expensive, and the increased complexity of our websites increases the cost of additional enhancements. Failure to upgrade our technology, features, transaction processing systems, security infrastructure, or network infrastructure to accommodate increased traffic or transaction volume could harm our business. Adverse consequences could include unanticipated system disruptions, slower response times, degradation in levels of customer support, impaired quality of users’ experiences of our services, impaired quality of services for third-party application developers using our externally accessible Application Programming Interface, or

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		API, and delays in reporting accurate financial information. We may be unable to effectively upgrade and expand our systems in a timely manner or smoothly integrate any newly developed or purchased technologies or businesses with our existing systems, and any failure to do so could result in problems on our sites. For example, in October 2004, we experienced unscheduled downtime on the PayPal website related to system upgrades. Despite our efforts to increase site scalability and reliability, our infrastructure could prove unable to handle a larger volume of customer transactions. Any failure to accommodate transaction growth could impair customer satisfaction, lead to a loss of customers, impair our ability to add customers, or increase our costs, all of which would harm our business. Further, steps to increase the reliability and redundancy of our systems are expensive, reduce our margins, and may not be successful in reducing the frequency or duration of unscheduled downtime.
	•	Customer Account Billing. Our revenues depend on prompt and accurate billing processes. We recently completed a significant project to enhance our billing software. Problems with the conversion to the new billing system during the second and third quarters of 2004 caused incorrect account balance totals to be displayed for some users. In July 2004, a complaint seeking class action status was filed alleging that eBay improperly billed its users and improperly debited some user accounts. The complaint was recently amended to include a larger variety of billing related problems and a longer time frame. While these problems have been corrected and we believe that no users were overcharged, our failure to grow our transaction-processing capabilities to accommodate the increasing number of transactions that must be billed would harm our business and our ability to collect revenue.
	•	Customer Support. We are expanding our customer support operations to accommodate the increased number of users and transactions on our websites and the increased level of trust and safety activity we provide worldwide. If we are unable to provide these operations in a cost-effective manner, users of our websites may have negative experiences, current and future revenues could suffer, and our operating margins may decrease.

	Our business is adversely affected by anything that causes our users to spend less time on their computers, including seasonal factors and national events.

	Use of our services for illegal purposes could harm our business.

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	We are subject to intellectual property and other litigation.

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	Government inquiries may lead to charges or penalties.

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	The listing or sale by our users of pirated or counterfeit items may harm our business.

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

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	Customer complaints or negative publicity about our customer service could diminish use of our services.

	Acquisitions could result in operating difficulties, dilution and other harmful consequences.

	•	diversion of management time, as well as a shift of focus from operating the businesses to issues of integration and future products;
	•	declining employee morale and retention issues resulting from changes in compensation, reporting relationships, future prospects, or the direction of the business;
	•	the need to integrate each company’s accounting, management information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;

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	•	the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had lacked such controls, procedures and policies; and
	•	in some cases, the need to transition operations onto the existing eBay platform.

	Our stock price has been and may continue to be extremely volatile.

	•	actual or anticipated variations in our quarterly operating results and expected future results;
	•	changes in, or failure to meet, financial estimates by securities analysts;
	•	unscheduled system downtime;
	•	additions or departures of key personnel;
	•	announcements of technological innovations or new services by us or our competitors;
	•	initiation of or developments in litigation affecting us;
	•	conditions or trends in the Internet and online commerce industries;
	•	changes in the market valuations of other Internet, online commerce, or technology companies;
	•	developments in regulation;
	•	announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, new products or capital commitments;
	•	unanticipated economic or political events;
	•	sales of our common stock or other securities in the open market; and
	•	other events or factors, including those described in this “Risk Factors That May Affect Results of Operations and Financial Condition” section and others that may be beyond our control.

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	Problems with third parties who provide services to our users could harm our business.

	Other companies or governmental agencies may view our behavior as anti-competitive.

	We depend on key personnel.

	Our industry is intensely competitive.

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	•	ability to attract buyers and sellers;
	•	volume of transactions and price and selection of goods;
	•	customer service; and
	•	brand recognition.

	•	community cohesion, interaction and size;
	•	system reliability;
	•	reliability of delivery and payment;
	•	website convenience and accessibility;
	•	level of service fees; and
	•	quality of search tools.

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	•	credit card merchant processors that offer their services to online merchants, including Card Services International, Chase, First Data, iPayment, Paymentech, and Wells Fargo; and payment gateways, including CyberSource, VeriSign, and Authorize.net;
	•	BidPay.com and Western Union MoneyZap, each operated by subsidiaries of First Data;
	•	payment services offered by Amazon.com;
	•	CheckFree;
	•	processors that provide online merchants the ability to offer their customers the option of paying for purchases from their bank account, including Certegy and TeleCheck, a subsidiary of First Data, or to pay on credit, including Bill Me Later from I4 Commerce and CIT Bank;
	•	providers of traditional payment methods, particularly credit cards, checks, money orders, and Automated Clearing House transactions; and
	•	issuers of stored value targeted at online payments, including VisaBuxx.

	Our business depends on the development and maintenance of the Internet infrastructure.

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	We need to develop new services, features, and functions in order to expand.

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

	We are subject to the risks of owning real property.

	•	the possibility of environmental contamination and the costs associated with fixing any environmental problems;
	•	adverse changes in the value of these properties, due to interest rate changes, changes in the neighborhoods in which the properties are located, or other factors;
	•	the possible need for structural improvements in order to comply with zoning, seismic, disability act, or other requirements; and
	•	possible disputes with tenants, neighboring owners, or others.

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	Some anti-takeover provisions may affect the price of our common stock.

ITEM 7A:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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	Transaction Exposure:

	Translation Exposure:

	Economic Exposure:

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											Accumulated
							Net Loss Recorded				Other
			Notional				to Interest and				Comprehensive
			Amount				Other Income, Net				Income
			(In thousands)
Amount receiving hedge accounting treatment under FAS 133			$	140,196			$	(3,357	)		$	—
Amount not receiving hedge accounting treatment under FAS 133				30,772				(333	)			—
	Total		$	170,968			$	(3,690	)		$	—

ITEM 8:	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9:	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.	CONTROLS AND PROCEDURES

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ITEM 9B.	OTHER INFORMATION

ITEM 10:	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Name		Age				Position
Pierre M. Omidyar(5)			37			Founder and Chairman of the Board
Margaret C. Whitman(6)			48			President and Chief Executive Officer
Matthew J. Bannick			40			President, eBay International
William C. Cobb			48			President, eBay North America
Christopher F. Corrado			45			Senior Vice President and Corporate Chief Technology Officer
Rajiv Dutta			43			Senior Vice President and Chief Financial Officer
Michael R. Jacobson			50			Senior Vice President Legal Affairs, General Counsel and Secretary
Jeffrey D. Jordan			46			President, PayPal
Eskander E. Kazim			39			Senior Vice President, New Ventures
Lynn M. Reedy			49			Senior Vice President, Product, Development and Architecture
Scott Thompson			47			Senior Vice President, Chief Technology Officer, PayPal
Maynard G. Webb, Jr			49			Chief Operating Officer
Fred D. Anderson(1)(4)			60			Director
Philippe Bourguignon(2)(6)			57			Director
Scott D. Cook(3)(4)			52			Director
Robert C. Kagle(2)(4)			49			Director
Dawn G. Lepore(1)(3)(5)			50			Director
Richard T. Schlosberg, III(1)(3)(5)			60			Director
Thomas J. Tierney(2)(3)(6)			50			Director

(1)	Member of our Audit Committee
(2)	Member of our Compensation Committee
(3)	Member of our Corporate Governance and Nominating Committee
(4)	Director continuing in office until our 2005 Annual Meeting
(5)	Director continuing in office until our 2006 Annual Meeting
(6)	Director continuing in office until our 2007 Annual Meeting

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	•	one late Form 3 was filed by Douglas Jeffries, our Principal Accounting Officer, on August 27, 2004 to report Mr. Jeffries becoming a Section 16 reporting individual as of August 5, 2004, and two late Form 4 reports were filed on August 27, 2004 to show purchases of eBay stock made by Mr. Jeffries on August 10, 2004 and August 12, 2004; and
	•	one late Form 3 was filed by Eskander E. Kazim, our Senior Vice President, New Ventures, on December 20, 2004 to report Mr. Kazim becoming a Section 16 reporting individual as of December 7, 2004 and one late Form 4 report was filed on December 20, 2004 to report a stock option granted to Mr. Kazim on December 10, 2004.

ITEM 11:	EXECUTIVE COMPENSATION

																			Long-Term and Other
																			Compensation
							Annual Compensation												Number of
																			Securities
			Fiscal												Other Annual				Underlying				All Other
Name and 2004 Principal Positions			Year				Salary(1)				Bonus(2)				Compensation(3)				Options(4)				Compensation(5)
Margaret C. Whitman				2004			$	994,052			$	1,553,480	(6)		$	357,535				1,200,000			$	3,164
	President and			2003				843,823				1,159,132	(6)			377,496				2,200,000				3,164
	Chief Executive Officer			2002				250,008				329,698	(6)			336,654				1,200,000				1,980
Maynard G. Webb, Jr.				2004				620,203				1,880,279	(7)			35,335				650,000				1,009
	Chief Operating Officer			2003				582,007				1,266,601	(7)			—				1,100,000				1,009
				2002				531,250				837,154	(7)			—				600,000				1,104
Jeffrey D. Jordan				2004				494,284				937,038	(8)			—				440,000				2,290
	President, PayPal			2003				439,345				858,793	(8)			—				600,000				790
				2002				345,102				739,762	(8)			—				540,000				672
Matthew J. Bannick				2004				474,258				944,950	(9)			—				440,000				2,257
	President,			2003				423,084				596,264	(9)			—				600,000				2,257
	eBay International			2002				334,086				472,540	(9)			15,987				560,000				2,173
William C. Cobb				2004				419,674				1,026,146	(10)			10,796				300,000				2,173
	President,			2003				382,519				368,899	(10)			—				500,000				2,173
	eBay North America			2002				312,185				240,390	(10)			—				500,000				2,173

(1)

Effective March 1, 2004, all eligible employees of eBay, including certain of the Named Executive Officers, received an annual salary increase representing: (i) in the case of Ms. Whitman, a salary of $995,016 per annum; (ii) in the case of Mr. Webb, a salary of $625,008 per annum; (iii) in the case of Mr. Jordan, a salary of $500,016 per annum; (iv) in the case of Mr. Bannick, a salary of $480,000 per annum; and (v) in the case of Mr. Cobb, a salary of $415,008 per annum. In addition, Mr. Cobb received a salary increase to $450,000 per annum effective October 1, 2004. Total salary amounts reported are lower than these annual salaries because lower salaries were in effect for portions of 2004.

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(2)	All 2004 bonuses represent amounts paid in 2004 and 2005 for services rendered in 2004, all 2003 bonuses represent amounts paid in 2003 and 2004 for services rendered in 2003, and all 2002 bonuses represent amounts paid in 2002 and 2003 for services rendered in 2002.
(3)	Represents: (i) in the case of Ms. Whitman for 2004, personal use of eBay’s corporate aircraft, valued at the incremental cost of such use to the company ($229,145), and an additional $128,390 bonus granted by the Compensation Committee in 2005 to cover any income taxes relating to such aircraft use; (ii) in the case of Ms. Whitman for 2003, personal use of eBay’s corporate aircraft, valued at the incremental cost of such use to the company ($307,496), and an additional $70,000 bonus granted by the Compensation Committee in 2004 to cover any income taxes relating to such aircraft use; (iii) in the case of Ms. Whitman for 2002, her personal use of eBay’s corporate aircraft ($171,693), valued at the incremental cost of such use to the company, and of a corporate aircraft from an unaffiliated third-party vendor, which is valued at actual invoiced amounts ($74,961); and an additional $90,000 bonus granted by the Compensation Committee in 2003 to cover any income taxes relating to such aircraft use; (iv) in the case of Mr. Webb for 2004, personal use of eBay’s corporate aircraft, valued at the incremental cost of such use to the company ($28,070), and an additional $7,265 bonus granted by the Compensation Committee in 2005 to cover any income taxes relating to such aircraft use; (v) in the case of Mr. Bannick for 2002, costs associated with family transportation while Mr. Bannick worked out of our European offices during the summer of 2002; and (vi) in the case of Mr. Cobb for 2004, personal use of eBay’s corporate aircraft, valued at the incremental cost of such use to the company.

Prior to 2004, eBay calculated the cost of the personal use of its corporate aircraft using the Standard Industrial Fare Level (SIFL) tables prescribed under applicable IRS regulations. Beginning in 2004, eBay calculated the value of the personal use of its corporate aircraft by estimating the incremental cost to the company of such use. The calculation of incremental cost is based on the weighted average cost of fuel, maintenance expenses, parts and supplies, landing fees, ground services, catering and crew expenses associated with such use. Had eBay used the IRS’s SIFL tables to calculate the value of the personal use of its corporate aircraft by Ms. Whitman, Mr. Webb, and Mr. Cobb in 2004, such use would have been valued at $154,267, $13,050, and $7,070, respectively. Because eBay has determined that this incremental cost methodology produces generally higher amounts than use of the SIFL calculation method, the incremental cost methodology has also been used to calculate the value of personal use of corporate aircraft by Ms. Whitman for 2003 and 2002. Prior annual reports and proxy statements reflected the value of Ms. Whitman’s personal use of corporate aircraft in 2003 and 2002 using the SIFL calculation method, and valued such use at $115,857 and $58,101, respectively.

(4)	Amounts have been adjusted to reflect all prior stock splits, including eBay’s two-for-one stock split that occurred on February 16, 2005.
(5)	Represents, in the case of each of the Named Executive Officers, insurance premiums we paid with respect to group life insurance for their benefit and matching contributions under our 401(k) Plan (subject to the maximum of $1,500 per annum).
(6)	Represents amounts paid to Ms. Whitman under eBay’s Management Incentive Plan.
(7)	Represents (i) for 2004, $726,279 paid under eBay’s Management Incentive Plan and $1,154,000 paid under Mr. Webb’s special retention plan; (ii) for 2003, $620,501 paid under eBay’s Management Incentive Plan and $646,100 paid under Mr. Webb’s special retention plan; and (iii) for 2002, $387,254 paid under eBay’s Management Incentive Plan and $449,900 paid under Mr. Webb’s special retention plan. See “Item 13: Certain Relationships and Related Transactions.”
(8)	Represents (i) for 2004, $462,948 for 2004 paid under eBay’s Management Incentive Plan, $472,025 under Mr. Jordan’s special retention plans and an additional $2,065 bonus granted by the Compensation Committee in 2005; (ii) for 2003, $361,505 for 2003 paid under eBay’s Management Incentive Plan and $497,288 under Mr. Jordan’s special retention plans; and (iii) for 2002, $202,212 paid under eBay’s Management Incentive Plan, $522,550 paid under Mr. Jordan’s special retention plans and $15,000 paid pursuant to our discretionary reward program. See “Item 13: Certain Relationships and Related Transactions.”

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(9)

Represents (i) for 2004, $444,950 paid under eBay’s Management Incentive Plan, and $500,000 paid under Mr. Bannick’s special retention plan; (ii) for 2003, $346,264 paid under eBay’s Management Incentive Plan, and $250,000 paid under Mr. Bannick’s special retention plan; and (iii) for 2002, $207,540 paid under eBay’s Management Incentive Plan, $250,000 paid under Mr. Bannick’s special retention plan and $15,000 paid pursuant to our discretionary reward program. See “Item 13: Certain Relationships and Related Transactions.”

(10)

Represents (i) for 2004, $392,211 paid under eBay’s Management Incentive Plan, $350,000 paid under Mr. Cobb’s special retention plans, a performance bonus of $280,000 granted by the Compensation Committee in 2004, and an additional $3,935 bonus granted by the Compensation Committee in 2005; (ii) for 2003, $298,899 paid under eBay’s Management Incentive Plan, and $70,000 paid under Mr. Cobb’s special retention plan; and (iii) for 2002, $170,390 paid under eBay’s Management Incentive Plan and $70,000 paid under Mr. Cobb’s special retention plan. See “Item 13: Certain Relationships and Related Transactions.”

																		Potential Realizable Value at
		Number of				Percentage of												Assumed Annual Rates of
		Securities				Total Options												Stock Price Appreciation for
		Underlying				Granted to				Exercise								Option Term(4)
		Options				Employees				Price				Expiration
Name		Granted(1)				During 2004(2)				per Share(3)				Date				5%				10%
Margaret C. Whitman			1,200,000				2.8	%		$	34.62				3/1/14			$	26,123,025			$	66,200,874
Maynard G. Webb, Jr.			650,000				1.5				34.62				3/1/14				14,149,972				35,858,807
Jeffrey D. Jordan			440,000				1.0				34.62				3/1/14				9,578,443				24,273,654
Matthew J. Bannick			440,000				1.0				34.62				3/1/14				9,578,443				24,273,654
William C. Cobb			300,000				0.7				34.62				3/1/14				6,530,756				16,550,219

(1)	Options granted in 2004 were granted under the 2001 Plan. All options granted in 2004 to the Named Executive Officers were granted by our Board, are nonqualified stock options and are subject to a four-year vesting schedule, vesting 12.5% after six months and 1/48 per month thereafter. Amounts have been adjusted to reflect the two-for-one stock split effective on February 16, 2005.
(2)	Based on options to purchase 42,964,094 shares of our common stock granted to employees in 2004.
(3)	Options were granted at an exercise price equal to the fair market value of our common stock, as determined by the Board of Directors on the date of grant. The exercise prices per share listed in the table above are rounded to the nearest cent. The exercise per share has been adjusted to reflect the two-for-one stock split effective on February 16, 2005.
(4)	Reflects the value of the stock option on the date of grant assuming (i) for the 5% column, a 5% annual rate of appreciation in our common stock over the ten-year term of the option and (ii) for the 10% column, a 10% annual rate of appreciation in our common stock over the ten-year term of the option, in each case without discounting to net present value and before income taxes associated with the exercise. The 5% and 10% assumed rates of appreciation are based on the rules of the SEC and do not represent our estimate or projection of the future common stock price. The amounts in this table may not necessarily be achieved.

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										Number of Securities
										Underlying								Value of Unexercised
										Unexercised Options								In-The-Money Options
		Shares
		Acquired on				Value				Exercisable				Unexercisable				Exercisable				Unexercisable
Name		Exercise(1)				Realized(2)				(#)				(#)				($)				($)
Margaret C. Whitman			—			$	—				4,162,500				3,437,500			$	179,531,119			$	125,116,931
Maynard G. Webb, Jr.			1,400,000				43,896,366				1,188,124				1,321,876				47,708,954				44,076,742
Jeffrey D. Jordan			800,000				22,358,985				1,268,368				852,500				51,442,810				28,386,063
Matthew J. Bannick			791,660				17,813,071				298,334				858,334				10,427,623				28,640,760
William C. Cobb			466,000				14,259,643				633,166				670,834				25,564,447				23,015,857

(1)	Amounts have been adjusted to reflect the two-for-one stock split effective on February 16, 2005.
(2)	Value realized is based on the fair market value of our common stock on date of exercise minus the exercise price and does not necessarily reflect proceeds actually received by the officer.
(3)	Calculated using the fair market value of our common stock on December 31, 2004 ($58.17), as adjusted to reflect the two-for-one stock split effective February 16, 2005, less the exercise price of the option.

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ITEM 12:	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

		Shares Beneficially
		Owned(1)
Name of Beneficial Owner		Number				Percent
Pierre M. Omidyar(2)			215,336,568				16.0	%
Jeffrey S. Skoll(3)			90,578,494				6.7
Margaret C. Whitman(4)			31,072,351				2.3
Maynard G. Webb, Jr.(5)			1,483,957				*
Jeffrey D. Jordan(6)			1,440,234				*
Matthew J. Bannick(7)			452,815				*
William C. Cobb(8)			775,499				*
Fred D. Anderson(9)			6,000				*
Philippe Bourguignon(10)			506,250				*
Scott D. Cook(11)			2,199,256				*
Robert C. Kagle(12)			3,718,336				*
Dawn G. Lepore(13)			341,250				*
Richard T. Schlosberg, III(14)			3,200
Thomas J. Tierney(15)			20,250				*
All directors and executive officers as a group (19 persons)(16)			262,748,726				19.3

	*	Less than one percent.

(1)	This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the Securities and Exchange Commission. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of February 18, 2005 are deemed to be outstanding for the purpose of computing the percentage ownership of the person holding those options, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of beneficial ownership is based on 1,344,806,283 shares of our common stock outstanding as of February 18, 2005. Amounts have been adjusted to reflect the two-for-one stock split effective on February 16, 2005.
(2)	Mr. Omidyar is our Founder and Chairman of the Board. Includes 490,000 shares held by his spouse as to which he disclaims beneficial ownership. The address for Mr. Omidyar is 2145 Hamilton Avenue, San Jose, California 95125.
(3)	Mr. Skoll is a former officer and director of the company. The address for Mr. Skoll is c/o Seiler & Company, LLP, 1100 Marshall Street, Redwood City, CA 94063, Attn: James G.B. DeMartini, III.
(4)	Ms. Whitman is our President and Chief Executive Officer. Includes 7,646,842 shares held by the Griffith R. Harsh, IV & Margaret C. Whitman TTEES of Sweetwater Trust U/ A/ D 10/15/99, 1,330,046 shares held by the Griffith R. Harsh, IV, TTEE, GRH 2003 GRAT, and 1,330,046 shares held by the Margaret C. Whitman TTEE, MCW 2003 GRAT, 4,000,000 shares held by the Griffith R. Harsh, IV, TTEE, GRH 2004 GRAT and 4,000,000 shares held by the Margaret C. Whitman TTEE,

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	MCW 2004 GRAT and 2,000,000 shares held by the Griffith R. Harsh, IV, TTEE GRH 2005 GRAT and 2,000,000 shares held by the Margaret C. Whitman TTEE, MCW 2005 GRAT. In addition, it includes (a) 4,792 shares held by Griffith Rutherford Harsh IV Custodian Griffith Rutherford Harsh V UTMA California as to which Ms. Whitman’s spouse is custodian for the trust and as to which Ms. Whitman disclaims beneficial ownership and (b) 4,792 shares held by Griffith Rutherford Harsh IV Custodian William Whitman Harsh UTMA California as to which Ms. Whitman’s spouse is custodian for the trust and as to which Ms. Whitman disclaims beneficial ownership. Includes 4,795,833 shares Ms. Whitman has the right to acquire pursuant to outstanding options exercisable within 60 days. The address for Ms. Whitman is c/o eBay Inc., 2145 Hamilton Avenue, San Jose, California 95125.
(5)	Mr. Webb is our Chief Operating Officer. Includes 1,383,957 shares Mr. Webb has the right to acquire pursuant to outstanding options exercisable within 60 days. The address for Mr. Webb is c/o eBay Inc., 2145 Hamilton Avenue, San Jose, California 95125.
(6)	Mr. Jordan is our President, PayPal. Includes 1,400,034 shares Mr. Jordan has the right to acquire pursuant to outstanding options exercisable within 60 days. The address for Mr. Jordan is c/o eBay Inc., 2145 Hamilton Avenue, San Jose, California 95125.
(7)	Mr. Bannick is our President, eBay International. Includes 431,667 shares Mr. Bannick has the right to acquire pursuant to outstanding options exercisable within 60 days. The address for Mr. Bannick is c/o eBay Inc., 2145 Hamilton Avenue, San Jose, California 95125.
(8)	Mr. Cobb is our President, eBay North America. Includes 741,499 shares Mr. Cobb has the right to acquire pursuant to outstanding options exercisable within 60 days. The address for Mr. Cobb is c/o eBay Inc., 2145 Hamilton Avenue, San Jose, California 95125.
(9)	The address for Mr. Anderson is c/o eBay Inc., 2145 Hamilton Avenue, San Jose, California 95125.

(10)	Includes 506,250 shares Mr. Bourguignon has the right to acquire pursuant to outstanding options exercisable within 60 days. The address for Mr. Bourguignon is c/o eBay Inc., 2145 Hamilton Avenue, San Jose, California 95125.
(11)	Includes 2,036,250 shares Mr. Cook has the right to acquire pursuant to outstanding options exercisable within 60 days. The address for Mr. Cook is c/o Intuit, Inc., 2535 Garcia Avenue, Mountain View, California 94043.
(12)	Includes 346,250 shares Mr. Kagle has the right to acquire pursuant to outstanding options exercisable within 60 days. The address for Mr. Kagle is c/o Benchmark Capital, 2480 Sand Hill Road, Suite 200, Menlo Park, California 94025.
(13)	Includes 301,250 shares Ms. Lepore has the right to acquire pursuant to outstanding options exercisable within 60 days. The address for Ms. Lepore is c/o drugstore.com, inc., 13920 S.E. Eastgate Way #300, Bellevue, WA 98005.
(14)	The address for Mr. Schlosberg is 9901 IT-10 West, Suite 800, San Antonio, TX 78230.
(15)	Includes 16,250 shares Mr. Tierney has the right to acquire pursuant to outstanding options exercisable within 60 days. The address for Mr. Tierney is c/o The Bridgespan Group, 535 Boylston Street, 10th Floor, Boston, MA 02116
(16)	Includes 16,593,900 shares subject to options exercisable within 60 days.

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(c)

(a)

Number of Securities

Number of Securities

(b)

Remaining Available for

to be Issued

Weighted Average

Future Issuance under

upon Exercise of

Exercise Price of

Equity Compensation Plans

Outstanding Options,

Outstanding Options,

(Excluding Securities

Plan Category

Warrants and Rights

Warrants and Rights

Reflected in Column(a))

Equity compensation plans approved by securityholders

134,119,868

$

24.08

122,712,098

(1)

Equity compensation plans not approved by securityholders

1,690,000

(2)(3)(4)(5)(6)

0.39

—

Total

135,809,868

$

23.79

122,712,098

(1)	Includes 5,987,748 shares of our common stock remaining available for future issuance under our 1998 Employee Stock Purchase Plan, as amended, or the ESPP, as of December 31, 2004. Our ESPP contains an “evergreen” provision that automatically increases, on each January 1, the number of securities available for issuance under the ESPP by the number of shares purchased under the ESPP in the preceding calendar year. An aggregate amount of 1,212,252 shares was purchased under the ESPP in 2004. None of our other plans has an “evergreen” provision.
(2)	Does not include 396 shares of our common stock, with a weighted average exercise price of $0.27 per share, to be issued upon exercise of outstanding options assumed by us under the Billpoint, Inc. 1999 Stock Option Plan, or the Billpoint Plan, in connection with our acquisition of Billpoint in 1999, as we cannot make subsequent grants or awards of our equity securities under the Billpoint Plan. Prior to our acquisition of Billpoint, the stockholders of Billpoint approved the Billpoint Plan. Our stockholders, however, did not approve the Billpoint Plan in connection with our acquisition of Billpoint.
(3)	Does not include 26,884 shares of our common stock, with a weighted average exercise price of $9.53 per share, to be issued upon exercise of outstanding options assumed by us under the Half.com, Inc. 1999 Equity Compensation Plan, or the Half.com Plan, in connection with our acquisition of Half.com in 2000, as we cannot make subsequent grants or awards of our equity securities under the Half.com Plan. Prior to our acquisition of Half.com, the stockholders of Half.com approved the Half.com Plan. Our stockholders, however, did not approve the Half.com Plan in connection with our acquisition of Half.com.
(4)	Does not include 780 shares of our common stock, with a weighted average exercise price of $0.19 per share, to be issued upon exercise of outstanding options assumed by us under the Confinity, Inc. 1999 Stock Plan, or the Confinity Plan, in connection with our acquisition of PayPal in October 2002, as we cannot make subsequent grants or awards of our equity securities under the Confinity Plan. The Confinity Plan was assumed by PayPal in connection with its merger with Confinity in 2000. Prior to our acquisition of PayPal and PayPal’s merger with Confinity, the stockholders of Confinity approved the Confinity Plan. Our stockholders, however, did not approve the Confinity Plan in connection with our acquisition of PayPal.
(5)	Does not include 165,994 shares of our common stock, with a weighted average exercise price of $0.76 per share, to be issued upon exercise of outstanding options assumed by us under the X.com Corporation 1999 Stock Plan, or the X.com Plan, in connection with our acquisition of PayPal in October 2002, as we cannot make subsequent grants or awards of our equity securities under the X.com Plan.

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	Prior to our acquisition of PayPal, the stockholders of PayPal approved the X.com Plan. Our stockholders, however, did not approve the X.com Plan in connection with our acquisition of PayPal.
(6)	Does not include 1,234,440 shares of our common stock, with a weighted average exercise price of $8.95 per share, to be issued upon exercise of outstanding options assumed by us under the PayPal, Inc. 2001 Equity Incentive Plan, or the PayPal Plan, in connection with our acquisition of PayPal in October 2002, as we cannot make subsequent grants or awards of our equity securities under the PayPal Plan. Prior to our acquisition of PayPal, the stockholders of PayPal approved the PayPal Plan. Our stockholders, however, did not approve the PayPal Plan in connection with our acquisition of PayPal.

ITEM 13:	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

		Year Ended
		December 31,
		2003				2004
Audit Fees		$	1,548			$	3,757
Audit-Related Fees			720				1,617
Tax Fees			65				—
Total		$	2,333			$	5,374

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ITEM 15:	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

	1. Consolidated Financial Statements:

		Page
		Number
Report of Independent Registered Public Accounting Firm			87
Consolidated Balance Sheet			89
Consolidated Statement of Income			90
Consolidated Statement of Comprehensive Income			91
Consolidated Statement of Stockholders’ Equity			92
Consolidated Statement of Cash Flows			93
Notes to Consolidated Financial Statements			94

	2. Financial Statement Schedules.

		Page
		Number
Schedule II — Valuation and Qualifying Accounts			128

	3. Exhibits.

Incorporated by Reference

Filed with

No.

Exhibit Description

this 10-K

Form

File No.

Date Filed

3.01

Registrant’s Amended and Restated Certificate of Incorporation.

10-Q

000-24821

8/4/2004

3.02

Registrant’s Amended and Restated By-laws.

10-Q

000-24821

11/13/1998

4.01

Form of Specimen Certificate for Registrant’s Common Stock.

S-1

333-59097

8/19/1998

4.02

Investor Rights Agreement, dated June 20, 1997, between the Registrant and certain stockholders named therein.

S-1

333-59097

7/15/1998

10.01+

Form of Indemnity Agreement entered into by Registrant with each of its directors and executive officers.

S-1

333-59097

7/15/1998

10.02+

Registrant’s 1996 Stock Option Plan.

S-1

333-59097

7/15/1998

10.03+

Registrant’s 1997 Stock Option Plan.

S-1

333-59097

7/15/1998

10.04+

Registrant’s 1998 Equity Incentive Plan, as amended.

S-1

333-59097

7/15/1998

10.05+

Registrant’s 2001 Equity Incentive Plan.

S-8

333-117913

8/4/2004

10.06+

Registrant’s 1998 Directors Stock Option Plan.

10-Q

000-24821

5/15/2003

10.07+

Registrant’s 2003 Deferred Stock Unit Plan.

S-8

333-107832

8/11/2003

10.08+

Registrant’s Amended and Restated 1998 Employee Stock Purchase Plan.

S-8

333-117913

8/4/2004

10.09+

Registrant’s 1999 Global Equity Incentive Plan, as amended.

S-8

333-117913

8/4/2004

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Incorporated by Reference

Filed with

No.

Exhibit Description

this 10-K

Form

File No.

Date Filed

10.10+

Employment Letter Agreement dated January 16, 1998, between Margaret C. Whitman and Registrant.

S-1

333-59097

8/19/1998

10.11+

Employment Letter Agreement dated August 20, 1998, between Michael R. Jacobson and Registrant.

S-1

333-59097

9/1/1998

10.12+

Offer Letter to Maynard G. Webb, Jr. dated July 17, 1999.

S-3

333-88205

9/30/1999

10.13+

Retention Bonus Plan dated January 10, 2001, between Registrant and Maynard G. Webb, Jr. (Corrected).

10-Q

000-24821

8/14/2001

10.14+

Stock Option Agreement dated June 9, 1998 between Registrant and Scott D. Cook.

10-K

000-24821

3/31/2003

10.15+

Offer Letter to Jeffrey D. Jordan dated July 30, 1999.

S-3

333-88205

9/30/1999

10.16+

Retention Bonus Plan dated May 16, 2000, between Registrant and Jeffrey D. Jordan.

10-K

000-24821

3/28/2001

10.17+

Retention Bonus Plan dated April 3, 2001, between Registrant and Jeffrey D. Jordan.

10-Q

000-24821

8/14/2001

10.18+

Offer Letter to William C. Cobb dated November 22, 2000.

10-K

000-24821

3/25/2002

10.19+

Supplemental Retention Bonus Plan dated April 14, 2002, between Registrant and William C. Cobb.

10-Q

000-24821

8/6/2002

10.20+

Special Bonus Plan between Registrant and Matthew J. Bannick, dated as of September 6, 2002.

10-Q

000-24821

11/14/2002

10.21

Lease dated March 1, 2000, between eBay Realty Trust and Registrant.

10-K

000-24821

3/30/2000

10.22

Cash Collateral Agreement between Registrant and Chase Manhattan Bank as Agent, dated March 1, 2000.

10-K

000-24821

3/30/2000

10.23+

Form of Stock Bonus Agreement under eBay Inc. 1998 Equity Incentive Plan.

10-Q

000-24821

10/27/2004

10.24+

Form of Stock Option Agreement under eBay Inc. 1998 Equity Incentive Plan.

10-Q

000-24821

10/27/2004

10.25+

Form of Stock Option Agreement under eBay Inc. 1999 Global Equity Incentive Plan.

10-Q

000-24821

10/27/2004

10.26+

Form of Stock Option Agreement under eBay Inc. 2001 Equity Incentive Plan.

10-Q

000-24821

10/27/2004

10.27+

Description of eBay Inc.’s Executive Management Incentive Plan.

10-Q

000-24821

10/27/2004

10.28+

Offer Letter to Christopher Corrado dated November 19, 2004.

8-K

000-24821

1/3/2005

10.29+

Offer Letter to Scott Thompson dated January 12, 2005.

8-K

000-24821

2/7/2005

10.30+

Offer Letter to John Donahoe dated November 16, 2004.

8-K

000-24821

2/24/2005

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Incorporated by Reference

Filed with

No.

Exhibit Description

this 10-K

Form

File No.

Date Filed

21.01

List of Subsidiaries.

X

23.01

PricewaterhouseCoopers LLP consent.

X

24.01

Power of Attorney (see signature page).

X

31.01

Certification of the Registrant’s Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.

X

31.02

Certification of Registrant’s Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.

X

32.01

Certification of Registrant’s Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.

X

32.02

Certification of Registrant’s Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.

X

+		Indicates a management contract or compensatory plan or arrangement
(b)		See the Exhibits listed under Item 15(a)(3) above.
(c)		The financial statement schedules required by this item are listed under Item 15(a)(2) above.

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				December 31,				December 31,
				2003				2004
				(In thousands, except
				par value amounts)
ASSETS
Current assets:
	Cash and cash equivalents			$	1,381,513			$	1,330,045
	Short-term investments				340,576				682,004
	Accounts receivable, net				225,871				240,856
	Funds receivable from customers				79,893				123,424
	Restricted cash and investments				14,859				155,405
	Other current assets				103,170				379,415
		Total current assets			2,145,882				2,911,149
Long-term investments					934,171				1,266,289
Restricted cash and investments					127,432				1,418
Property and equipment, net					601,785				709,773
Goodwill					1,719,311				2,709,794
Intangible assets, net					274,057				362,909
Other assets					17,496				29,719
				$	5,820,134			$	7,991,051
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	64,633			$	37,958
	Funds payable and amounts due to customers				106,568				331,805
	Accrued expenses and other current liabilities				356,491				421,969
	Deferred revenue and customer advances				28,874				50,439
	Short-term obligations				2,840				124,272
	Income taxes payable				87,870				118,427
		Total current liabilities			647,276				1,084,870
Long-term obligations					124,476				75
Deferred tax liabilities, net					79,238				135,971
Other liabilities					33,494				37,698
Minority interests					39,408				4,096
		Total liabilities			923,892				1,262,710
Commitments and contingencies (Notes 8, 9, and 10)
Stockholders’ equity:
Convertible Preferred Stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding					—				—
Common Stock, $0.001 par value; 1,790,000 shares authorized; 1,298,586 and 1,338,608 shares issued and outstanding					1,299				1,339
Additional paid-in capital					3,936,510				4,855,717
Unearned stock-based compensation					(2,008	)			(4,825	)
Retained earnings					856,245				1,634,468
Accumulated other comprehensive income					104,196				241,642
		Total stockholders’ equity			4,896,242				6,728,341
				$	5,820,134			$	7,991,051

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				Year Ended December 31,
				2002				2003				2004
				(In thousands, except per share amounts)
Net revenues				$	1,214,100			$	2,165,096			$	3,271,309
Cost of net revenues					213,876				416,058				614,415
		Gross profit			1,000,224				1,749,038				2,656,894
Operating expenses:
	Sales and marketing				349,650				567,565				857,874
	Product development				104,636				159,315				240,647
	General and administrative				171,785				302,703				415,725
	Patent litigation expense				—				29,965				—
	Payroll tax on employee stock options				4,015				9,590				17,479
	Amortization of acquired intangible assets				15,941				50,659				65,927
		Total operating expenses			646,027				1,119,797				1,597,652
Income from operations					354,197				629,241				1,059,242
Interest and other income, net					49,209				37,803				77,867
Interest expense					(1,492	)			(4,314	)			(8,879	)
Impairment of certain equity investments					(3,781	)			(1,230	)			—
Income before cumulative effect of accounting change, income taxes and minority interests					398,133				661,500				1,128,230
Provision for income taxes					(145,946	)			(206,738	)			(343,885	)
Minority interests					(2,296	)			(7,578	)			(6,122	)
Income before cumulative effect of accounting change					249,891				447,184				778,223
Cumulative effect of accounting change, net of tax					—				(5,413	)			—
Net income				$	249,891			$	441,771			$	778,223
Net income per basic share:
	Income before cumulative effect of accounting change			$	0.22			$	0.35			$	0.59
	Cumulative effect of accounting change				—				(0.00	)			—
	Net income per basic share			$	0.22			$	0.35			$	0.59
Net income per diluted share:
	Income before cumulative effect of accounting change			$	0.21			$	0.34			$	0.57
	Cumulative effect of accounting change				—				(0.00	)			—
	Net income per diluted share			$	0.21			$	0.34			$	0.57
Weighted average shares:
	Basic				1,149,984				1,276,576				1,319,458
	Diluted				1,171,280				1,313,314				1,367,720

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			Year Ended December 31,
			2002				2003				2004
			(In thousands)
Net income			$	249,891			$	441,771			$	778,223
Other comprehensive income:
	Foreign currency translation			48,000				66,326				139,523
	Unrealized gains (losses) on investments, net			774				(5,861	)			(8,727	)
	Investment losses included in net income			558				364				24
	Unrealized gains (losses) on cash flow hedges			(2,637	)			4,249				5,525
	Estimated tax benefit			448				620				1,102
Net change in other comprehensive income				47,143				65,698				137,447
Comprehensive income			$	297,034			$	507,469			$	915,670

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				Year Ended December 31,
				2002				2003				2004
				(In thousands)
Convertible preferred stock:
	Balance, beginning of year			$	—			$	—			$	—
		Balance, end of year			—				—				—
Common stock:
	Balance, beginning of year				1,110				1,246				1,299
	Common stock issued				136				53				40
		Balance, end of year			1,246				1,299				1,339
Additional paid-in-capital:
	Balance, beginning of year				1,274,407				3,107,508				3,936,510
	Common stock issued				1,740,386				694,288				650,985
	Common stock repurchased				(132	)			(79	)			(1	)
	Stock-based compensation, net of cancellations				298				4,155				6,240
	Stock option income tax benefit				92,549				130,638				261,983
		Balance, end of year			3,107,508				3,936,510				4,855,717
Unearned stock-based compensation:
	Balance, beginning of year				(2,367	)			(5,253	)			(2,008	)
	Unearned stock-based compensation, net of cancellations				(8,839	)			(1,079	)			(4,068	)
	Amortization of unearned stock-based compensation				5,953				4,324				1,251
		Balance, end of year			(5,253	)			(2,008	)			(4,825	)
Retained earnings:
	Balance, beginning of year				164,633				414,474				856,245
	Partnership distributions				(50	)			—				—
	Net income				249,891				441,771				778,223
		Balance, end of year			414,474				856,245				1,634,468
Accumulated other comprehensive income (loss):
	Balance, beginning of year				(8,645	)			38,498				104,196
	Unrealized gain (loss) on investments, net of tax				724				(3,178	)			(5,392	)
	Unrealized gain (loss) on cash flow hedges, net of tax				(1,581	)			2,549				3,315
	Foreign currency translation adjustment				48,000				66,327				139,523
		Balance, end of year			38,498				104,196				241,642
Total stockholders’ equity				$	3,556,473			$	4,896,242			$	6,728,341
Number of shares
Common stock:
Balance, beginning of year					1,109,036				1,245,108				1,298,586
Issuance of common stock for cash and services					40,112				53,478				40,022
Issuance of common stock for acquisitions					95,960				—				—
Balance, end of year					1,245,108				1,298,586				1,338,608

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				Year Ended December 31,
				2002				2003				2004
				(In thousands)
Cash flows from operating activities:
	Net income			$	249,891			$	441,771			$	778,223
	Adjustments:
	Cumulative effect of accounting change				—				5,413				—
	Provision for doubtful accounts and authorized credits				25,455				46,049				90,942
	Provision for transaction losses				7,832				36,401				50,459
	Depreciation and amortization				76,576				159,003				253,690
	Amortization of unearned stock-based compensation				5,953				5,492				5,832
	Tax benefit on the exercise of employee stock options				91,237				130,638				261,983
	Impairment of certain equity investments				3,781				1,230				—
	Minority interests				1,324				7,784				6,122
	Gain on sale of assets				(21,378	)			—				—
	Changes in assets and liabilities, net of acquisition effects:
		Accounts receivable			(54,583	)			(153,373	)			(105,540	)
		Funds receivable from customers			(11,819	)			(38,879	)			(44,751	)
		Other current assets			10,716				(13,133	)			(312,756	)
		Other non-current assets			(1,195	)			(4,111	)			(308	)
		Deferred tax liabilities, net			8,134				69,770				28,652
		Accounts payable			14,631				17,348				(33,975	)
		Funds payable and amounts due to customers			(6,027	)			56,172				216,967
		Accrued expenses and other liabilities			35,481				85,704				39,618
		Deferred revenue and customer advances			2,780				8,864				20,061
		Income taxes payable			41,114				11,976				30,096
Net cash provided by operating activities					479,903				874,119				1,285,315
Cash flows from investing activities:
	Purchases of property and equipment, net				(138,670	)			(365,384	)			(292,838	)
	Purchases of investments				(723,307	)			(2,035,053	)			(1,754,808	)
	Maturities and sales of investments				727,455				1,297,262				1,079,548
	Proceeds from (purchases of) intangible and other non-current assets				36,174				—				(8,646	)
	Acquisitions, net of cash acquired				(59,411	)			(216,367	)			(1,036,476	)
Net cash used in investing activities					(157,759	)			(1,319,542	)			(2,013,220	)
Cash flows from financing activities:
	Proceeds from issuance of common stock, net				252,181				700,817				650,638
	Principal payments on long-term obligations				(64	)			(11,951	)			(2,969	)
	Partnership distributions				(50	)			—				—
Net cash provided by financing activities					252,067				688,866				647,669
Effect of exchange rate changes on cash and cash equivalents					11,133				28,757				28,768
Net increase (decrease) in cash and cash equivalents					585,344				272,200				(51,468	)
Cash and cash equivalents at beginning of period					523,969				1,109,313				1,381,513
Cash and cash equivalents at end of period				$	1,109,313			$	1,381,513			$	1,330,045
Supplemental cash flow disclosures:
	Cash paid for interest			$	1,492			$	3,237			$	8,234
	Cash paid for income taxes			$	2,382			$	3,519			$	13,875
	Unearned stock-based compensation, net of cancellations			$	8,839			$	1,079			$	4,068
Non-cash investing and financing activities:
	Common stock issued for acquisition			$	1,476,504			$	—			$	—

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Note 1 —	The Company and Summary of Significant Accounting Policies:

	The Company

	Stock split

	Use of estimates

	Principles of consolidation and basis of presentation

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	Fair value of financial instruments

	Derivative instruments

	Concentrations of credit risk

95

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	Allowances for transaction losses

	Foreign currency

	Funds receivable and funds payable to customers

	Customer accounts

96

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	Property and equipment

	Goodwill and intangible assets

	Long-lived assets and goodwill

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	Due to customers

	Revenue recognition

98

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	Product development costs

	Advertising expense

	Stock-based compensation

				Year Ended December 31,
				2002				2003				2004
Net income, as reported				$	249,891			$	441,771			$	778,223
Add: Amortization of stock-based compensation expense determined under the intrinsic value method					5,953				5,492				1,715
Deduct: Total stock-based compensation expense determined under fair value based method, net of tax					(192,902	)			(201,775	)			(190,935	)
Pro forma net income				$	62,942			$	245,488			$	589,003
Earnings per share:
	Basic — Reported			$	0.22			$	0.35			$	0.59
		Pro forma		$	0.05			$	0.19			$	0.45
	Diluted — Reported			$	0.21			$	0.34			$	0.57
		Pro forma		$	0.05			$	0.19			$	0.43

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		Year Ended December 31,
		2002				2003				2004
Risk-free interest rates			3.0%				1.9%				2.5%
Expected lives			3  years				3  years				3  years
Dividend yield			0%				0%				0%
Expected volatility			68%				64%				49%

	Income taxes

	Cumulative Effect of Change in Accounting Principle

	Comprehensive income

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	Recent Accounting Pronouncements

	Share-Based Payments

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Note 2 —	Net Income Per Share:

				Year Ended December 31,
				2002				2003				2004
Numerator:
	Income before cumulative effect of accounting change			$	249,891			$	447,184			$	778,223
	Cumulative effect of accounting, net of tax				—				(5,413	)			—
		Net income		$	249,891			$	441,771			$	778,223
Denominator:
	Weighted average common shares				1,150,720				1,276,674				1,319,548
	Weighted average unvested common stock subject to repurchase				(736	)			(98	)			(90	)
		Denominator for basic calculation			1,149,984				1,276,576				1,319,458
	Weighted average effect of dilutive securities:
	Weighted average unvested common stock subject to repurchase				736				98				90
	Employee stock options				20,560				36,640				48,172
		Denominator for diluted calculation			1,171,280				1,313,314				1,367,720
Net income per share:
	Income before cumulative effect of accounting change			$	0.22			$	0.35			$	0.59
	Cumulative effect of accounting change				—				(0.00	)			—
		Net income per basic share		$	0.22			$	0.35			$	0.59
Net income per diluted share:
	Income before cumulative effect of accounting change			$	0.21			$	0.34			$	0.57
	Cumulative effect of accounting change				—				(0.00	)			—
		Net income per diluted share		$	0.21			$	0.34			$	0.57

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Note 3 —	Business Combinations, Goodwill and Intangible Assets:

						Post								Identifiable				Deferred												Aggregate
		Year				Acquisition				Net Tangible				Intangible				Tax				Minority								Purchase
Company Name		Acquired				Ownership				Assets/Liabilities				Assets				Liabilities				Interest				Goodwill				Price
EachNet			2003				100	%		$	12,345			$	11,212			$	(3,599	)		$	—			$	124,932			$	144,890
Internet Auction			2003				62	%			N/A				14,981				(4,449	)			12,144				71,227				93,903
mobile.de			2004				100	%			11,183				30,500				(13,115	)			—				123,885				152,453
Baazee.com			2004				100	%			2,747				2,350				(905	)			—				46,125				50,317
Marketplaats			2004				100	%			(1,902	)			38,500				(11,778	)			—				266,570				291,390
Internet Auction			2004				99.9	%			N/A				60,143				(17,864	)			43,833				438,684				524,796

		Year				Customer List/				Trade Name/				Developed				Other Intangible				Total Acquired
Company Name		Acquired				User Base				Trademarks				Technology				Assets				Intangible Assets
EachNet			2003			$	919			$	5,381			$	525			$	4,387			$	11,212
Internet Auction			2003				11,080				3,462				439				—				14,981
mobile.de			2004				20,400				4,600				5,500				—				30,500
Baazee.com			2004				600				150				100				1,500				2,350
Marketplaats			2004				—				37,000				1,500				—				38,500
Internet Auction			2004				46,510				12,239				1,394				—				60,143

	EachNet, Inc. Acquisition

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	Internet Auction Co., Ltd.

	mobile.de Acquisition

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	Baazee.com Acquisition

	Marktplaats.nl Acquisition

	PayPal Acquisition-Related Liabilities

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			Balance at																Balance at
			December 31,				Cash				Non-Cash								December 31,
			2003				Payments				Amount Used				Adjustments				2004
Excess facilities and fixed assets			$	32,952			$	(5,756	)		$	(2,998	)		$	(452	)		$	23,746
Other liabilities and contingencies				3,949				(662	)			—				—				3,287
	Total liability		$	36,901			$	(6,418	)		$	(2,998	)		$	(452	)		$	27,033

	Goodwill

			December 31,				Goodwill				Goodwill								December 31,
			2003				Acquired				Disposals				Adjustments				2004
Segments:
	U.S. Marketplace		$	121,039			$	27,360			$	—			$	304			$	148,703
	International Marketplace			524,914				874,890				—				116,251				1,516,055
	Payments			1,073,358				—				—				(962	)			1,072,396
			$	1,719,311			$	902,250			$	—			$	115,593			$	2,737,154

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	Intangible Assets

			December 31, 2003																December 31, 2004
			Gross								Net				Weighted				Gross								Net				Weighted
			Carrying				Accumulated				Carrying				Average Useful				Carrying				Accumulated				Carrying				Average Useful
			Amount				Amortization				Amount				Economic Life				Amount				Amortization				Amount				Economic Life
															(Years)																(Years)
Intangible assets:
	Customer lists and user base		$	223,158			$	(42,093	)		$	181,065				7			$	300,929			$	(80,097	)		$	220,832				7
	Trademarks and trade names			75,269				(13,992	)			61,277				7				139,239				(30,811	)			108,428				6
	Developed technologies			30,396				(16,147	)			14,249				3				40,686				(28,488	)			12,198				3
	All other			19,605				(2,139	)			17,466				5				33,895				(7,534	)			26,361				4
			$	348,428			$	(74,371	)		$	274,057							$	514,749			$	(146,930	)		$	367,819

Fiscal Years:
	2005		$	86,650
	2006			73,027
	2007			67,177
	2008			64,986
	2009			49,307
	Thereafter			26,672
				367,819

Note 4 —	Segments:

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			Year Ended December 31, 2002
			U.S.				International
			Marketplace				Marketplace				Payments				Consolidated
Net revenues from external customers			$	816,596			$	302,136			$	95,368			$	1,214,100
Direct costs				300,659				123,784				68,107				492,550
	Direct contribution			515,937				178,352				27,261				721,550
	Operating expenses and indirect costs of net revenues															367,353
	Income from operations															354,197
Interest and other income, net																49,209
Interest expense																(1,492	)
Impairment of certain equity investments																(3,781	)
Income before income cumulative effect of accounting change, taxes and minority interests															$	398,133

			Year Ended December 31, 2003
			U.S.				International
			Marketplace				Marketplace				Payments				Consolidated
Net revenues from external customers			$	1,062,834			$	664,640			$	437,622			$	2,165,096
Direct costs				389,376				257,888				243,179				890,443
	Direct contribution			673,458				406,752				194,443				1,274,653
	Operating expenses and indirect costs of net revenues															645,412
	Income from operations															629,241
Interest and other income, net																37,803
Interest expense																(4,314	)
Impairment of certain equity investments																(1,230	)
Income before income cumulative effect of accounting change, taxes and minority interests															$	661,500

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			Year Ended December 31, 2004
			U.S.				International
			Marketplace				Marketplace				Payments				Consolidated
Net revenues from external customers			$	1,399,848			$	1,173,759			$	697,702			$	3,271,309
Direct costs				465,834				473,239				371,621				1,310,694
	Direct contribution			934,014				700,520				326,081				1,960,615
	Operating expenses and indirect costs of net revenues															901,373
	Income from operations															1,059,242
Interest and other income, net																77,867
Interest expense																(8,879	)
Impairment of certain equity investments																—
Income before income cumulative effect of accounting change, taxes and minority interests															$	1,128,230

			December 31,
			2002				2003				2004
United States net revenues			$	897,701			$	1,406,512			$	1,889,936
International net revenues				316,399				758,584				1,381,373
	Net revenues		$	1,214,100			$	2,165,096			$	3,271,309

			December 31,				December 31,
			2003				2004
United States long-lived assets			$	1,997,140			$	2,040,601
International long-lived assets				598,013				1,741,875
	Total long-lived assets		$	2,595,153			$	3,782,476

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Note 5 —	Investments:

			December 31, 2003
			Gross				Gross				Gross
			Amortized				Unrealized				Unrealized				Estimated
			Cost				Gains				Losses				Fair Value
Short-term:
	Restricted cash and investments		$	14,859			$	—			$	—			$	14,859
	Municipal bonds and notes			8,065				—				—				8,065
	Corporate debt securities			223,400				2				(43	)			223,359
	Government and agency securities			60,419				259				—				60,678
	Time deposits and other			48,474				—				—				48,474
			$	355,217			$	261			$	(43	)		$	355,435
Long-term:
	Restricted cash and investments		$	127,544			$	328			$	(440	)		$	127,432
	Corporate debt securities			458,997				365				(491	)			458,871
	Government and agency securities			462,879				236				(2,067	)			461,048
	Equity instruments			14,252				—				—				14,252
			$	1,063,672			$	929			$	(2,998	)		$	1,061,603

			December 31, 2004
			Gross				Gross				Gross
			Amortized				Unrealized				Unrealized				Estimated
			Cost				Gains				Losses				Fair Value
Short-term investments:
	Restricted cash and investments		$	156,130			$	25			$	(750	)		$	155,405
	Corporate debt securities			581,058				33				(2,908	)			578,183
	Government and agency securities			80,274				—				(432	)			79,842
	Time deposits and other			23,979				—				—				23,979
				841,441				58				(4,090	)			837,409
Long-term investments:
	Restricted cash and investments		$	1,397			$	21			$	—			$	1,418
	Corporate debt securities			827,505				107				(2,137	)			825,475
	Government and agency securities			397,211				—				(4,733	)			392,478
	Equity instruments and equity method investments			48,336				—				—				48,336
			$	1,274,449			$	128			$	(6,870	)		$	1,267,707

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		Less than 12 Months								12 Months or Greater								Total
						Gross								Gross								Gross
						Unrealized								Unrealized								Unrealized
		Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
Restricted cash and investments		$	54,694			$	(559	)		$	13,116			$	(191	)		$	67,810			$	(750	)
Corporate debt securities			1,129,456				(3,521	)			223,915				(1,524	)		$	1,353,371			$	(5,045	)
Government and agency securities			226,366				(1,410	)			270,938				(3,755	)		$	497,304			$	(5,165	)
		$	1,410,516			$	(5,490	)		$	507,969			$	(5,470	)		$	1,918,485			$	(10,960	)

		December 31,
		2004
One year or less		$	682,004
One year through two years			853,667
Two years through three years			364,286
Restricted cash and investments expiring in less than one year			155,405
Restricted cash and investments expiring in one year to five years			1,156
Restricted cash and investments expiring in more than five years			262
Equity instruments and equity method investments			48,336
		$	2,105,116

	Equity method investment

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Note 6 —	Derivative Instruments:

	Transaction Exposure:

	Translation Exposure:

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	Economic Exposure:

											Accumulated
							Net Loss Recorded				Other
			Notional				to Interest and				Comprehensive
			Amount				Other Income, Net				Income
							(In thousands)
Amount receiving hedge accounting treatment under FAS 133			$	140,196			$	(3,357	)		$	—
Amount not receiving hedge accounting treatment under FAS 133				30,772				(333	)			—
	Total		$	170,968			$	(3,690	)		$	—

Note 7 —	Balance Sheet Components:

				December 31,
				2003				2004
				(In thousands)
Accounts receivable, net:
	Accounts receivable			$	273,940			$	319,489
		Allowance for doubtful accounts			(43,194	)			(67,853	)
		Allowance for authorized credits			(4,875	)			(10,780	)
				$	225,871			$	240,856

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			December 31,
			2003				2004
			(In thousands)
Other current assets:
	Customer accounts		$	29,990			$	270,918
	Prepaid expenses			33,101				54,159
	Deferred tax asset, net			24,134				10,427
	Other			15,945				43,911
			$	103,170			$	379,415

			December 31,
			2003				2004
			(In thousands)
Property and equipment, net:
	Computer equipment and software		$	462,971			$	683,716
	Land and buildings, including building improvements			293,238				278,709
	Aviation equipment			30,473				30,398
	Leasehold improvements			49,645				99,623
	Furniture and fixtures			35,026				43,689
	Vehicles and other			80				211
			$	871,433			$	1,136,346
	Accumulated depreciation			(269,648	)			(426,573	)
			$	601,785			$	709,773

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			December 31,
			2003				2004
			(In thousands)
Accrued expenses:
	Acquisition related accrued expenses		$	78,527			$	17,679
	Compensation and related benefits			61,429				110,146
	Advertising			45,498				65,499
	Contractors and consultants			11,638				21,464
	Professional fees			49,330				51,029
	Transaction loss reserve			12,008				10,986
	Other current liabilities			98,061				145,166
			$	356,491			$	421,969

Note 8 —	Long-Term Obligations:

			December 31,
			2003				2004
			(In thousands)
Consolidated facilities lease			$	122,498			$	122,498
Capital leases				4,818				1,849
	Subtotal			127,316				124,347
Less: Current portion				(2,840	)			(124,272	)
	Long-term portion		$	124,476			$	75

Year Ending December 31,		Total
2005		$	124,272
2006			75
Thereafter			—
		$	124,347

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			Operating
Year Ending December 31,			Leases
2005			$	19,987
2006				15,522
2007				11,238
2008				9,371
2009				7,435
Thereafter				26,634
	Total minimum lease payments		$	90,187

Note 10 —	Commitments and Contingencies:

	Litigation and Other Legal Matters

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	Indemnification Provisions

Note 11 —	Related Party Transactions:

	Commercial agreements

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	Notes receivable from eBay executive officers

Note 12 —	Preferred Stock:

Note 13 —	Common Stock:

Note 14 —	Employee Benefit Plans:

	Employee Stock Purchase Plan

	401(k) Savings Plan

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	Stock Unit Plan

	Equity Incentive Plans

		Year Ended December 31,
		2002								2003								2004
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Outstanding at beginning of period			140,416			$	11.56				148,714			$	13.43				138,410			$	16.93
Granted			67,466				13.36				53,388				22.63				43,628				38.27
Exercised			(39,076	)			6.54				(52,288	)			12.96				(38,718	)			16.17
Cancelled			(20,092	)			13.50				(11,404	)			16.18				(6,112	)			23.73
Outstanding at end of period			148,714				13.43				138,410				16.93				137,208				23.63
Options exercisable at end of period			52,496			$	13.15				45,010			$	13.92				49,346			$	16.77

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														Options Exercisable at
		Options Outstanding at December 31, 2004												December 31, 2004
						Weighted				Weighted								Weighted
		Number of				Average				Average				Number of				Average
		Shares				Remaining				Exercise				Shares				Exercise
Range of Exercise Prices		Outstanding				Contractual Life				Price				Exercisable				Price
$ 0.08 — $13.24			15,990				5.7 years			$	8.21				12,514			$	7.57
$13.25 — $14.51			21,332				7.3				14.17				9,632				14.21
$14.51 — $18.10			15,254				6.8				16.06				8,426				16.03
$18.24 — $18.85			2,836				6.8				18.70				1,770				18.72
$18.85 — $19.39			15,842				8.0				19.38				5,256				19.35
$19.39 — $27.38			20,590				8.1				24.61				7,056				24.12
$27.43 — $33.40			5,624				8.8				29.14				1,150				28.80
$33.46 — $34.62			24,412				9.2				34.58				3,494				34.61
$34.63 — $57.21			14,246				9.6				43.91				48				39.20
$57.37 — $58.21			1,082				10.0				58.03				—				—
			137,208				7.9			$	23.63				49,346			$	16.77

		Exercisable								Unexercisable								Total
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
In-the-money			49,346			$	16.77				87,756			$	27.44				137,102			$	23.60
Out-of-the-money			—				—				106				58.21				106				58.21
Total options outstanding			49,346			$	16.77				87,862			$	27.48				137,208			$	23.63

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		Year Ended December 31,
		2002				2003				2004
Total outstanding shares of common stock (at period end)			1,245,108				1,298,586				1,338,608
As a percentage of total outstanding shares of common stock:
Grants during the period			5	%			4	%			3	%
Total outstanding “in-the-money” grants			10	%			11	%			10	%
Total outstanding grants			12	%			11	%			10	%
Grants to named officers during the period			*				*				*
Total outstanding grants to named officers			1	%			1	%			1	%
Total stock option grants during the period			67,466				53,388				43,628
Grants to named officers during the period as a percent of total grants during the period			5	%			9	%			7	%
Total outstanding stock option grants (at period end)			148,714				138,410				137,208
Total outstanding grants to named officers as a percent of total stock option grants outstanding			9	%			11	%			11	%

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Note 15 —	Income Taxes:

		Year Ended December 31,
		2002				2003				2004
United States		$	266,152			$	449,078			$	820,892
International			131,981				212,422				307,338
		$	398,133			$	661,500			$	1,128,230

			Year Ended December 31,
			2002				2003				2004
Current:
	Federal		$	103,606			$	124,075			$	246,795
	State and local			18,992				36,646				57,099
	Foreign			10,062				10,378				23,546
				132,660				171,099				327,440
Deferred:
	Federal			8,091				40,619				27,836
	State and local			5,195				(1,041	)			(3,565	)
	Foreign			—				(3,939	)			(7,826	)
				13,286				35,639				16,445
			$	145,946			$	206,738			$	343,885

			Year Ended December 31,
			2002				2003				2004
Provision at statutory rate			$	138,543			$	228,873			$	394,881
Permanent differences:
	Foreign income taxed at different rates			(5,406	)			(45,190	)			(84,094	)
	Change in valuation allowance			—				5,756				2,000
	Subsidiary loss not benefited			1,052				—				—
	Tax-exempt interest income			(2,378	)			(1,272	)			—
	State taxes, net of federal benefit			15,722				23,297				35,008
	Tax credits			(2,021	)			(7,943	)			(6,975	)
	Other			434				3,217				3,065
			$	145,946			$	206,738			$	343,885

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			December 31,
			2003				2004
Deferred tax assets:
	Net operating loss and credits		$	186,142			$	165,673
	Accruals and allowances			38,344				57,648
	Net unrealized (gains)losses			9,469				(6,596	)
	Net deferred tax assets			233,955				216,725
	Valuation allowance			(165,831	)			(158,602	)
				68,124				58,123
Deferred tax liabilities:
	Acquisition-related intangibles			(107,064	)			(129,310	)
	Depreciation and amortization			(16,164	)			(54,357	)
				(123,228	)			(183,667	)
			$	(55,104	)		$	(125,544	)

Note 16 —	Subsequent Events:

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			Quarter Ended
			March 31				June 30				September 30				December 31
2002
Net revenues			$	245,106			$	266,287			$	288,779			$	413,928
Gross profit			$	203,829			$	221,726			$	243,405			$	331,264
Net income			$	47,584			$	54,308			$	61,003			$	86,996
Net income per share-basic			$	0.04			$	0.05			$	0.05			$	0.07
Net income per share-diluted			$	0.04			$	0.05			$	0.05			$	0.07
Weighted-average shares:
	Basic			1,113,328				1,122,828				1,129,068				1,234,576
	Diluted			1,139,564				1,141,664				1,146,364				1,257,580

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			Quarter Ended
			March 31				June 30				September 30				December 31
2003
Net revenues			$	476,492			$	509,269			$	530,942			$	648,393
Gross profit			$	384,394			$	410,119			$	421,589			$	532,936
Income before cumulative effect of accounting change			$	104,191			$	91,868			$	108,663			$	142,462
Cumulative effect of accounting change, net of tax				—				—			$	(5,413	)			—
Net income			$	104,191			$	91,868			$	103,250			$	142,462
Net income per share-basic			$	0.08			$	0.07			$	0.08			$	0.11
Net income per share-diluted			$	0.08			$	0.07			$	0.08			$	0.11
Weighted-average shares:
	Basic			1,254,632				1,273,360				1,285,458				1,293,638
	Diluted			1,285,036				1,312,294				1,324,462				1,332,330

			Quarter Ended
			March 31				June 30				September 30				December 31
2004
Net revenues			$	756,239			$	773,412			$	805,876			$	935,782
Gross profit			$	621,881			$	626,881			$	648,755			$	759,377
Net income			$	200,100			$	190,395			$	182,349			$	205,379
Net income per share-basic			$	0.15			$	0.14			$	0.14			$	0.15
Net income per share-diluted			$	0.15			$	0.14			$	0.13			$	0.15
Weighted-average shares:
	Basic			1,305,002				1,316,138				1,323,144				1,333,486
	Diluted			1,347,596				1,364,842				1,369,954				1,385,694

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							Charged/
			Balance at				Credited to				Charged to				Charges				Balance at
			Beginning of				Net				Other				Utilized/				End of
			Period				Income				Account				Write-Offs				Period
			(In thousands)
Allowance for Doubtful Accounts and Authorized Credits
	Year ended December 31, 2002		$	29,024			$	25,455			$	—			$	(23,777	)		$	30,702
	Year ended December 31, 2003			30,702				46,049				—				(28,682	)			48,069
	Year ended December 31, 2004			48,069				90,942				—				(60,378	)			78,633
Allowance for Transaction Losses
	Year ended December 31, 2002			—				7,832				8,848	*			(6,573	)			10,107
	Year ended December 31, 2003			10,107				36,401				—				(34,500	)			12,008
	Year ended December 31, 2004			12,008				50,459				—				(51,481	)			10,986
Tax Valuation Allowance
	Year ended December 31, 2002			129,212				15,970				—				—				145,182
	Year ended December 31, 2003			145,182				20,649				—				—				165,831
	Year ended December 31, 2004			165,831				(7,229	)			—				—				158,602

*	Assumed liability in connection with PayPal acquisition on October 3, 2002.

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	eBay Inc.

	By:	/s/ Margaret C. Whitman

	Margaret C. Whitman
	President, Chief Executive Officer
	and Director

Principal Executive Officer:		Principal Financial Officer:
By: /s/ Margaret C. Whitman		By: /s/ Rajiv Dutta
Margaret C. Whitman		Rajiv Dutta
President, Chief Executive Officer and Director		Senior Vice President and Chief Financial Officer

		Principal Accounting Officer:
		By: /s/ Douglas Jeffries
		Douglas Jeffries
		Vice President, Chief Accounting Officer

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By: /s/ Pierre M. Omidyar		By: /s/ Fred D. Anderson
Pierre M. Omidyar		Fred D. Anderson
Founder, Chairman of the Board and Director		Director
By: /s/ Philippe Bourguignon		By: /s/ Scott D. Cook
Philippe Bourguignon		Scott D. Cook
Director		Director
By: /s/ Robert C. Kagle		By: /s/ Dawn G. Lepore
Robert C. Kagle		Dawn G. Lepore
Director		Director
By: /s/ Richard T. Schlosberg, III		By:/s/ Thomas J. Tierney
Richard T. Schlosberg, III		Thomas J. Tierney
Director		Director

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Incorporated by Reference

Filed with

No.

Exhibit Description

this 10-K

Form

File No.

Date Filed

3.01

Registrant’s Amended and Restated Certificate of Incorporation.

10-Q

000-24821

8/4/2004

3.02

Registrant’s Amended and Restated By-laws.

10-Q

000-24821

11/13/1998

4.01

Form of Specimen Certificate for Registrant’s Common Stock.

S-1

333-59097

8/19/1998

4.02

Investor Rights Agreement, dated June 20, 1997, between the Registrant and certain stockholders named therein.

S-1

333-59097

7/15/1998

10.01+

Form of Indemnity Agreement entered into by Registrant with each of its directors and executive officers.

S-1

333-59097

7/15/1998

10.02+

Registrant’s 1996 Stock Option Plan.

S-1

333-59097

7/15/1998

10.03+

Registrant’s 1997 Stock Option Plan.

S-1

333-59097

7/15/1998

10.04+

Registrant’s 1998 Equity Incentive Plan, as amended.

S-1

333-59097

7/15/1998

10.05+

Registrant’s 2001 Equity Incentive Plan.

S-8

333-117913

8/4/2004

10.06+

Registrant’s 1998 Directors Stock Option Plan.

10-Q

000-24821

5/15/2003

10.07+

Registrant’s 2003 Deferred Stock Unit Plan.

S-8

333-107832

8/11/2003

10.08+

Registrant’s Amended and Restated 1998 Employee Stock Purchase Plan.

S-8

333-117913

8/4/2004

10.09+

Registrant’s 1999 Global Equity Incentive Plan, as amended.

S-8

333-117913

8/4/2004

10.10+

Employment Letter Agreement dated January  16, 1998, between Margaret C. Whitman and Registrant.

S-1

333-59097

8/19/1998

10.11+

Employment Letter Agreement dated August  20, 1998, between Michael R. Jacobson and Registrant.

S-1

333-59097

9/1/1998

10.12+

Offer Letter to Maynard G. Webb, Jr. dated July 17, 1999.

S-3

333-88205

9/30/1999

10.13+

Retention Bonus Plan dated January 10, 2001, between Registrant and Maynard G. Webb, Jr. (Corrected).

10-Q

000-24821

8/14/2001

10.14+

Stock Option Agreement dated June 9, 1998 between Registrant and Scott D. Cook.

10-K

000-24821

3/31/2003

10.15+

Offer Letter to Jeffrey D. Jordan dated July 30, 1999.

S-3

333-88205

9/30/1999

10.16+

Retention Bonus Plan dated May 16, 2000, between Registrant and Jeffrey D. Jordan.

10-K

000-24821

3/28/2001

10.17+

Retention Bonus Plan dated April 3, 2001, between Registrant and Jeffrey D. Jordan.

10-Q

000-24821

8/14/2001

10.18+

Offer Letter to William C. Cobb dated November 22, 2000.

10-K

000-24821

3/25/2002

10.19+

Supplemental Retention Bonus Plan dated April 14, 2002, between Registrant and William C. Cobb.

10-Q

000-24821

8/6/2002

10.20+

Special Bonus Plan between Registrant and Matthew J. Bannick, dated as of September  6, 2002.

10-Q

000-24821

11/14/2002

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Table of Contents

Incorporated by Reference

Filed with

No.

Exhibit Description

this 10-K

Form

File No.

Date Filed

10.21

Lease dated March 1, 2000, between eBay Realty Trust and Registrant.

10-K

000-24821

3/30/2000

10.22

Cash Collateral Agreement between Registrant and Chase Manhattan Bank as Agent, dated March 1, 2000.

10-K

000-24821

3/30/2000

10.23+

Form of Stock Bonus Agreement under eBay Inc. 1998 Equity Incentive Plan.

10-Q

000-24821

10/27/2004

10.24+

Form of Stock Option Agreement under eBay Inc. 1998 Equity Incentive Plan.

10-Q

000-24821

10/27/2004

10.25+

Form of Stock Option Agreement under eBay Inc. 1999 Global Equity Incentive Plan.

10-Q

000-24821

10/27/2004

10.26+

Form of Stock Option Agreement under eBay Inc. 2001 Equity Incentive Plan.

10-Q

000-24821

10/27/2004

10.27+

Description of eBay Inc.’s Executive Management Incentive Plan.

10-Q

000-24821

10/27/2004

10.28+

Offer Letter to Christopher Corrado dated November 19, 2004.

8-K

000-24821

1/3/2005

10.29+

Offer Letter to Scott Thompson dated January 12, 2005.

8-K

000-24821

2/7/2005

10.30+

Offer Letter to John Donahoe dated November 16, 2004.

8-K

000-24821

2/24/2005

21.01

List of Subsidiaries.

X

23.01

PricewaterhouseCoopers LLP consent.

X

24.01

Power of Attorney (see signature page).

X

31.01

Certification of the Registrant’s Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.

X

31.02

Certification of Registrant’s Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.

X

32.01

Certification of Registrant’s Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.

X

32.02

Certification of Registrant’s Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.

X

+	Indicates a management contract or compensatory plan or arrangement