SecProbe.io

September 25, 2014

Via E -mail
John J. Donahoe
President and Chief Executive Officer
eBay Inc.
2065 Hamilton Avenue
San Jose, CA 95125

Re: eBay Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed January 31, 2014
File No. 000-24821

Dear Mr. Donahoe :

We have reviewed your filing 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 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 to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respons e.

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

Form 10 -K for the Fiscal Year Ended December 31, 2013

Item 1. Business, page 4

Payments, page  6

1. We note your disclosure on page 7 regarding your partnership with Discover in the U.S.,
similar relationships with merchant acquirers and electronic point of sale providers in the
U.S. and Europe, and PayPal Here in certain countries.  Please tell us w hat consideration
was given to disclosing any metrics and revenue amounts associated with these offerings
to allow your readers to understand the significance of these relationships to your results,
or if the impact is not material, making a statement to t hat effect.  In your response,
please quantify for us the financial impact of these platforms.

John J. Donahoe
eBay Inc.
September 25, 2014
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations , page 62

Overview, page 62

2. We read that GMV is the total value o f all successfully closed items between users on
your Marketplaces trading platforms (excluding eBay’s classifieds websites,
brands4friends and Shopping.com) during the applicable period, regardless of whether
the buyer and seller actually consummated the transaction.  Please tell us and revise your
disclosure to clearly explain why GMV does not consider whether the transaction was
consummated.

Results of Operations , page 63

Marketplaces Net Transaction Revenues, page 66

3. You state that the percentage increase in Marketplaces net transaction revenue s was
consistent with the increase in GMV excluding vehicles.  Your statement implies that you
expect a direct relationship between the change in Marketplaces net transaction revenue s
and the change in GMV ex cluding vehicles; however, it is unclear to us why you expect a
direct relationship.  Please tell us and disclose in reasonable detail why you expect a
direct relationship between these two items .  Your response should quantify the
percentage of  Marketplac es net transaction revenue s consist ing of fees based on a
percentage of GMV  excluding vehicles.  In this regard, we note your statement on page 5
that the majority of your Marketplaces revenue comes from a take rate on GMV;
however, if a significant portio n of your Marketplaces net transaction revenue is not
generated as a percentage of GMV, it appears that additional disclosures would be
necessary to explain the factors that contributed to fluctuations or stability in that portion
of your revenue.  Also explain whether an d why your take rate is a c onsistent percentage
of GMV from year to year.  Your response also should explain why the change in
revenue is not expected t o be influenced by vehicle sales.

4. You state on page 66 that your increase in net transaction revenues w as due in part to
growth in mobile.  On pages 5 and 7, you describe the payment volume processed
through mobile devices during 2013 for your Marketplaces and Payments segments,
respectively.  Additionally, on your January 22, 2014 earnings call, you discus s the
combined 88% growth in your mobile -enabled commerce volume for eBay and PayPal.
Furthermore, you disclose on page 7 that your acquisition of Braintree was completed to
help strengthen your position in mobile payments and extend your coverage to a ne w
class of retailers.  As these statements may imply that growth in mobile is a significant
component of your business strategy, and you disclose on page 66 in MD&A that it was
one of the reasons for the growth in your Marketplaces segment’s net transactio n
revenues, please tell us and disclose the revenue generated from your mobile platforms
for the periods presented for applicable reportable segments.

John J. Donahoe
eBay Inc.
September 25, 2014
Page 3

 Payments Net Transaction Revenues, page 66

5. You state that Payments  net transaction revenue s increased primarily due to net TPV
growth .  Your statement implies that you expect a direct relationship between the change
in Payments  net transaction revenue s and the change in net TPV ; however, it is unclear to
us why you expect a direct relationship.  Please tel l us and disclose in reasonable detail
why you expect a direct relationship between these two  items.  Your response should
quantify the percentage of  Payments  net transaction revenue s consist ing of fees based on
a percentage of net TPV.  In this regard, we  note your statement on page 6 that the
majority of your Payments revenue comes from a take rate on net TPV; however, if a
significant portion of your Payments net transaction revenue is not generated as a
percentage of net TPV, it appears that additional disclosures woul d be necessary to
explain the factors that contributed to fluctuations or stability in that portion of your
revenue.

6. You state that the increase in net TPV was offset by a lower take rate and the impact of
foreign currency movements and hedging.  Please  tell us and disclose the relative impact
of each of these two factors that reduced your Payments net transaction revenue.  We
believe it is important to disclose  the relative significance of each factor you have listed
so that your investors can better as sess the likelihood that past results are indicative of
future results .  Also tell us whether, at the time you prepared this Form 10 -K, you
reasonably expected the take rate to remain the same in 2014 or whether you expected the
shift to larger merchants w ho pay lower rates to continue, resulting in a lower take rate in
2014, and how you determined you did not need to disclose your expectations as to
whether this was a trend  that would continue .

Enterprise Net Transaction Revenues, page 67

7. You state that Enterprise net transaction revenues increased primarily due to the increase
in Merchandise Sales, partially offset by a lower take rate.  Given the net increase in
Enterprise net transaction revenues of 6%, the lower take rate appears to have
significantly  influenced the revenue from this segment.  Please tell us and disclose why
this segment experienced a lower take rate in 2013.  Also tell us whether, at the time you
prepared this Form 10 -K, you reasonably expected the take rate to remain the same in
2014  or whether you expected the take rate to continue to decline in 2014, and how you
determined you did not need to disclose your expectations as to whether this was a trend
that would continue .

Liquidity and Capital Resources , page 72

Commitments and Cont ingencies, page 74

8. Reference is made to your table of fixed contractual obligations and commitments as of
December 31, 2012 on page 71 within your Form 10 -K for the fiscal year ended

John J. Donahoe
eBay Inc.
September 25, 2014
Page 4

 December 31, 2012.  We note the amounts included in the “Purchase Obliga tions”
column of the table for the years ending December 31, 2014, 2015, 2016 and 2017 have
decreased significantly when compared to the amounts presented for the same periods in
your table as of December 31, 2013 presented on page 75 of your Form 10 -K for  the
fiscal year ended December 31, 2013.  As you disclose on page 75 that purchase
obligation amounts are minimum purchase commitments, please explain to us in detail
the reason for the significant decreases from the prior year, and tell us how you
determ ined no disclosure concerning this matter was necessary.

Item 15. Exhibits and Financial Statement Schedule , page 83

Notes to Consolidated Financial Statements , page F -8

Note 5 – Segments, page F -19

9. We note that you disclose revenue in two categories for each segment: net transaction
revenues and marketing services and other revenues.  Please tell us how you concluded
this disclosure meets the objective of ASC 280 -10-50-40 and how you considered further
disaggregation of your revenue streams .  As part of your response, please explain to us in
more detail the nature of each revenue stream included in each of these two categories,
includ ing clarifying differences in the fee structure and resulting differences in the level
of control you have over the amou nt of revenue generated (e.g. negotiated fixed dollar
amount, percentage of an underlying that is outside of your control, or amount
determined through auction), and  explain how you concluded that the nature of each
revenue stream that has been aggregated was similar enough to warrant such aggregation.
Based on the disclosures in your filing, it appears the revenue streams you should
separately address in your response include listing fees, final value fees, fees paid by
merchants for payment processing se rvices, ecommerce service fees, the sale of
advertisements, revenue sharing arrangements, classifieds fees, marketing service fees,
lead referral fees, and interest and other fees categorized as other revenue.  If any revenue
stream has been aggregated wit h dissimilar revenue streams because it is not material for
separate disclosure, please also explain this in your response.

Note 7 - Fair Value Measurements of Assets and Liabilities, page F -23

10. We note that you have included a line item in your table of assets and liabilities measured
at fair value on a recurring basis under the fair value hierarchy on page F -23 entitled
“Funds receivable and customer accounts,” categorized as a level 2 fair value
measurement, as of December 31, 2013 and that this line it em is not included in the table
on page F -24 as of December 31, 2012.  We also note your disclosure on page F -11
regarding how customer funds are not comingled with corporate funds and are
maintained in separate interest and non -interest bearing band depos its, time deposits and
government and agency securities with maturity dates of less than one year.  We further

John J. Donahoe
eBay Inc.
September 25, 2014
Page 5

 note your disclosure on page F -24 regarding the amount of funds receivable and customer
accounts invested in short -term investments.  We have the  following comments:

 Provide us with a summary of the nature, amounts and, if applicable, maturity dates
of investments that are included in the “Funds receivable and customer accounts” line
item on page F -23.

 Tell us why a line item was included in  the table as of December 31, 2013 and not as
of December 31, 2012.

 Describe in detail whether there has been a change since the prior year in how
customer funds are held, deposited or invested.

 As you have indicated the amounts within the “Funds receivable and customer
accounts” line item are measured at fair value on a recurring basis, please tell us the
amount of any unrealized gain or loss recorded on these amounts during the year
ended December 31, 2013.

Note 16 – Income Taxes, page F -37

11. We note your discl osure on page F -38 that you provided U.S. tax on approximately $450
million of your non -U.S. earnings which you expect to repatriate in the future.  Please
explain these facts and circumstances in further detail, including what drove the decision
of expect ed repatriation, and specifically tell us whether this is a change from a prior
conclusion of indefinite reinvestment.

Exhibit 23.01

12. Please confirm to us that you received a signed consent from your auditors.  Additionally,
please ensure in future filing s that the auditors’ consent contains a conforming signature
as required by Regulation S -T.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the S ecurities 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 company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures the y 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.
September 25, 2014
Page 6

  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 securiti es laws of the United States.

You may contact Jarrett Torno , Staff Accountant , at (202) 551 -3703  or me at (202) 551 -
3737  if you have questions regarding our comments or any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief