SecProbe.io

April 1 2, 2013

Via E -Mail
John J. 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, 2012
Filed February 1, 2013
File No. 000-24821

Dear Mr. Donahoe :

We have reviewed your filing an d have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your document .  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 ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comment s.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations, page 59

1. We note your disclosure on page F -38 that $605 million of  your $3,084 million, or
19.6%, of your pretax income was attributable to the U.S. as compared to rest of the
world.  We also note your disclosure on page F -20 that $6,778 million of your $14,072 of
net revenues, or 48.2%, was attributable to the U.S as co mpared to the rest of the world.
Furthermore, we note your disclosure on page 67 that your provision for income taxes
differs from the provision computed by applying the U.S. federal statutory rate of 35%
due primarily to lower tax rates associated with c ertain earnings from your operations in

 John J. Donahoe
 eBay Inc.
 April 1 2, 2013
 Page 2

 certain lower -tax jurisdictions outside the U.S.  Please include a discussion of the
reasons, if any, for the significant difference between the amount of the relative pretax
earnings and revenues attributable to the  U.S. as compared to the rest of the world.

Provision for Transaction and Loan Losses, page 66

2. Reference is made to your January 16, 2013  investor call and your disclosure on page 33
of rates at which receivables were charged off as uncollectible and th e potential reasons
for changes in the nonpayment rate among Bill Me Later users.  It is our understanding
that you may make modifications to your Bill Me Later loan portfolio acceptable risk
parameters to drive both higher conversion at your client sites and a growing loan
portfolio.  Please tell us what consideration was given to including disclosure of and the
reasons for any modifications you have made to your Bill Me Later loan portfolio
acceptable risk parameters, if any, and the impact or potential i mpact on the associated
accrual and charge -off rates of related receivables.  In this regard, we note your provision
for transaction and loan loss expense was four percent of revenues in both 2012 and
2011.

Liquidity and Capital Resources, page 68

3. You d isclose that you issued $3 billion of senior notes during 2012 and that a portion of
the proceeds were used to repay $550 million of commercial paper.  Please expand your
disclosure to include your other reasons for incurring the debt, your intended use of  the
material amount of remaining proceeds, and how the incurrence of the debt fits into your
overall business plan.  Please note that where debt has been incurred for general working
capital purposes, the anticipated amount and timing of working capital n eeds should be
discussed, to the extent material.  Refer to the guidance in Item 303 of Regulation S -K
and SEC Release No. 33-8350 .

Off-Balance Sheet Arrangements, page 72

4. We note your disclosure that due to modifications you made to the U.S. PayPal user
agreement effective November 1, 2012, you began holding U.S. PayPal customer account
balances as direct claims against PayPal, rather than as an agent or custodian on behalf  of
such PayPal customers.  We also note that as a result you began recording all U.S. PayPal
customer balances on your consolidated balance sheet.  With respect to customer account
balances, please tell us in detail what your rights and obligations were b efore and after
the changes you made to the U.S. PayPal user agreement and why a change in how you
accounted for these balances was necessary.

 John J. Donahoe
 eBay Inc.
 April 1 2, 2013
 Page 3

 Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page F -6

5. We not e your presentation of “Purchases of property and equipment, net .”  Please explain
how this line item meets the criteria for net presentation within the consolidated
statements of cash flows.  See FASB ASC 230 -10-45-7 through 230 -10-45-9.

6. We note your pre sentation of “Funds receivable and customer accounts” as well as
“Funds payable and amounts due to customers” within the financing activities section of
the consolidated statements of cash flows.  As these amounts appear to correspond to the
change in the balances of the line items with the same name on the face of the
consolidated balance sheets on page F -2, please tell us if the amounts presented on the
face of the consolidated statements of cash flows represent a net as opposed to a gross
amount.

Addi tionally, it appears that these balances relate to customer PayPal account balances.
Please tell us why you believe these amounts meet the criteria for presentation within the
financing activities section of the consolidated statements of cash flows citin g relevant
U.S. GAAP.

Note 6. Investments, page F -20

7. We note your disclosure on page F -21 of investments classified as available for sale
(“AFS Investments”) by date of contractual maturity as of December 31, 2012.  We also
note that the amount of AFS Investments included in the disclosure that are to
contractually mature in one year or less and the total AFS Investments that will ultimately
mature on a contractual basis appears to agree to the total short -term AFS Investments,
and the sum of short -term and long -term AFS Investments on page F -20, respectively.
Please tell us your reasons for including the equity instruments within the table of AFS
Investment contractual maturities.

We urge all persons who are responsible for the accuracy and adequacy  of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 John J. Donahoe
 eBay Inc.
 April 1 2, 2013
 Page 4

  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 federal securities laws of the United States.

You may contact Jarrett Torno, Staff Accountant , at (202) 551 -3703  or Donna Di Silvio,
Staff Accountant, at (202) 551 -3202 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief