SecProbe.io

June 13, 2011

Via E-mail
John Donahoe  President and Chief Executive Officer eBay Inc. 2145 Hamilton Avenue San Jose, California  95125
Re: eBay Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed January 28, 2011 Form 10-Q for the Quarterly Period Ended March 31, 2011 Filed April 29, 2011 Definitive Proxy Statement on Schedule 14A Filed March 21, 2011 File No. 000-24821

Dear Mr. Donahoe:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Item1. Business, page, 1

 Overview, page 1

1. We note your statement on page 46 that you “gen erate the majority of [y]our revenues
internationally.”  To the extent applicable , please disclose the information required by
Item 101(d)(1)(ii) and Item 101(d)(3) of Regula tion S-K.  Please see In struction 1 to Item
101 of Regulation S-K.

John Donahoe  eBay Inc.  June 13, 2011  Page 2

 2. We note your disclosure on pages one a nd two discussing your Marketplaces and
Payments segments.  Please provide a measure of profit or loss and total assets for each
of these segments.  Please see Item 101(b) of Regulation S-K.
 Other Items, page 10

 Intellectual Property, page 11

3. We note your statement that you “regard the pr otection of [y]our intellectual property as
critical to [y]our success.”  To the extent material to an understanding of your business,
please disclose the importance to each segm ent and the duration and the effect of all
patents, trademarks and licenses.  Please s ee Item 101(c)(1)(iv) and Instruction 1 to Item
101 of Regulation S-K.
 Item 1A. Risk Factors, page 11

4. Please delete the last sentence in the first pa ragraph in which you state that other events
that you do not currently anticip ate or currently deem immate rial may adversely affect
your results of operations and financial conditi on.  Please note that all material risks
should be described in your di sclosure.  If risks are not deemed material, you should not
reference them.
 Item 3: Legal Proceedings, page 39

5. We note press releases dated July 2010 disc ussing a legal proceeding initiated by XPRT
Ventures where you are being sued for approxi mately $3.8 billion in monetary damages.
We further note you do not appear to discuss this  proceeding in your filing.  To the extent
material, please provide the information re quired by Item 103 of Regulation S-K for this
matter.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of

Operations
 Results of Operations, page 46

6. Under Provision for Income Taxes on page 53 you state your provision for income taxes
differs from the amount computed by appl ying the statutory U.S. federal rate due
primarily to foreign income with lower ta x rates and tax credits.  Please provide
disclosure to explain in great er detail the impact on your effective income tax rates and
obligations of having proportionally higher earn ings in countries where you have lower
tax rates. In this regard, it appears separately discussing the foreign effective income tax
rates would provide important information n ecessary to better understand your results of
operations. See Item 303(a)(3)(i) of Regulati on S-K and Section III.B of SEC Release 33-
8350.

John Donahoe  eBay Inc.  June 13, 2011  Page 3

 Item 15.  Exhibits and Financial Statement Schedule

 Exhibits, page 65

7. We note the Credit Agreement filed as Exhibi t 10.24 does not appear to include any of
the referenced schedules.  Please advise or re file a complete copy of this agreement with
your next periodic report.
 Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 Note 1- The Company and Signifi cant Accounting Policies, page 74

 Cash and cash equivalents, page 76

8. Under Risk Factors on page 26 you indicate that one of the risks of doing business
internationally is that you ar e subject to restrictions on th e repatriation of funds. Please
clarify for us whether you have cash held by fo reign subsidiaries that  is not available for
your domestic operations and/or is required by local jurisdictions to be held by the
subsidiaries.  To the extent the cash is rest ricted as to usage; please disclose the amount
and the provisions of any restrictions. See Rule  5-02 of Regulation S-X.  If the cash is not
restricted, please explain to us the specific re strictions you are subjec t to as it relates to
the repatriation of funds.
 Note 13 – Commitments and Contingencies, page 91

9. We note your disclosures here regarding the various litigation matters you are exposed to.
We also note that in the majority of these si tuations, you have not clearly disclosed either:
(i) the possible loss or range of loss; or (ii) a statement that an estimate of the loss cannot
be made.  FASB ASC 450 (formerly SFAS 5) i ndicates that if an unfavorable outcome is
determined to be reasonably possible but not probable, or if the am ount of loss cannot be
reasonably estimated, accrual would be inappr opriate, but disclosure must be made
regarding the nature of the contingency and an estimate of the possi ble loss or range of
possible loss or state that such an estimate cannot be made. Additionally, we note that in
instances where an accrual may have been reco rded as all of criteria in FASB ASC 450-
20-25-2 have been met, you have not disclo sed whether an accrual was made or the
amount of the accrual which may be necessary in certain circumstances, nor has there
been disclosure indicating that there is an exposure to loss in excess of the amount
accrued and what the additional loss may be for your litigation matters. Please revise
your disclosures beginning in your Form 10-Q for the second quarter to include all of
disclosures required by paragraphs 3-5 of FA SB ASC 450-20-50. In this regard, we do
not believe that general boilerplate disclosu re indicating that losses may be higher than
reserves currently accrued by you or disclosu re indicating that th e outcome of a matter

John Donahoe  eBay Inc.  June 13, 2011  Page 4

 may be material to your operating results for a particular period sati sfies the criteria in
FASB ASC 450.
 Note 18 – Income Taxes, page 99

10. We note your disclosure that it is  not practicable to determine the income tax liability that
might be incurred if $8.3 billion of your non- U.S. subsidiaries’ undistributed earnings
were to be distributed.  Please explain to us  and revise your disclo sure to clarify the
nature of deferred income tax liabil ity for unremitted foreign earnings.

11. Foreign earnings indefinitely  reinvested in your interna tional operations reduced your
effective tax rate significantly in the peri ods presented.  We also note that in 2009 you
transferred about $1.1 billion in cash to the U.S. and included the tax impact of the legal
entity restructuring in your 2009 provision fo r income taxes.  In this regard, please
disclose your plans for the reinvestment of undistributed earnings in your international
operations; and the factors management consider ed in concluding that there is sufficient
evidence that your foreign subsidiaries have  permanently invested  or will invest the
undistributed earnings indefinitely .
 Definitive Proxy Statement on Schedule 14A

Nominees for Election for a Three-Year Term  Expiring at Our 2014 Annual Meeting, page 17

12. To the extent Mr. Andreessen was employed from July 2007 to 2009, please provide his
principal occupation and empl oyment during this timeframe .  Please also provide Mr.
Moffett’s principal occupati on and employment from June 2006 to September 2008 and
March 2009 to the present.  Similarly, and as applicable, please specify the principal
occupation and employment during the past fi ve years for Messrs. Barnholt, Cook, Ford,
Omidyar, Schlosberg and Tierney.  Please see Item 401(e)(1) of Regulation S-K.
 Compensation Discussion and Analysis, page 31

 Elements of Compensation/Executive  Compensation Practices, page 38

 Equity Incentive Awards, page 42

13. We note your statement in the penultimate  paragraph on page 40 that “funding and
payouts under the eIP are dependent and base d on eBay’s performance and individual
performance” and your statement on page 42 that “[b]ased on individual performance, the payout for the remainder of the award was funded at 100% to 200% of target for our
named executive officers (other than the CEO) and at 200% of target for the CEO.”  We
further note your disclosure in footnote one to your Grants of Plan-Based Awards table
that this table provides only the portion of the award payable based on the company’s
performance and your disclosure in the f ourth column of your Summary Compensation

John Donahoe  eBay Inc.  June 13, 2011  Page 5

 Table and corresponding footnotes that this column reflects portions of the annual award
based on individual performance.  To the exte nt material, please pr ovide the targets for
the individual performance component of your eIP, revise your Grants of Plan-Based
Awards table and provide us with your proposed disclosure.  Please see Item
402(b)(1)(v), Instruction 2 to  Item 402(d) and Interp retive Response 118.04 of our
Regulation S-K Compliance & Di sclosure Interpretation (J uly 3, 2008), available on our
website.
 Form 10-Q for the Quarterly Period Ended March 31, 2011

 Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 21
 Liquidity and Capital Res ource Requirements, page 29

14. We note you anticipate paying taxes of appr oximately $200 million in conjunction with
repatriating approximately $450 million in cas h.  In this regar d, it appears you have
changed your intentions about whether you will indefinitely reinvest at least a portion of
the undistributed earnings of your foreign subs idiaries.  Please tell us and revise your
disclosure to indicate  the amount of the income tax lia bility recognized in the current
period or previous periods for the repatriati on of undistributed earnings or explain why it
was not necessary to recognize the tax imp act.  Please refer to FASB ASC 740-30-25-19.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Milwood H obbs, Staff Accountant, at  (202) 551-3241 or Donna
Di Silvio, Senior Staff Accountant, at ( 202) 551-3202 if you have questions regarding

John Donahoe  eBay Inc.  June 13, 2011  Page 6

 comments on the financial statements and relate d matters.  Please contact Angie Kim, Staff
Attorney, at (202) 551- 3535 or Christopher Owings, Assistant Di rector, at (202) 551-3720 with
any other questions.
Sincerely,
   /s/ Andrew D. Mew
Andrew D. Mew Accounting Branch Chief