SEC Comment Letter for EBAY INC (EBAY) (CIK 0001065088) (EBAY) — Oct 11, 2017
EBAY INC (EBAY) (CIK 0001065088)
Date: Oct. 11, 2017 · CIK: 0001065088 · Accession: 0000000000-17-035985
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-37713
Referenced dates: August 24, 2017
Letter
Mail Stop 3561 October 11 , 2017 Devin N. Wenig President and Chief Executive Officer eBay Inc. 2025 Hamilton Avenue San Jose, CA 95125
Re: eBay Inc. Form 10-K for the year ended December 31, 2016 Response Dated September 28 , 2017 File No. 001-37713
Dear Mr. Wenig :
We have reviewed your September 28 , 2017 response to our comment letter 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments app ly to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in ou r September 18, 2017 letter .
Notes to Consolidated Financial Statements
Note 15 – Income Taxes, page F -36
1. We note your response to comment 1 that you will disclose that the step up in tax basis(es) resulted from a change in tax status and consequently in th e recognition of the associated tax benefit . We have the following comments:
We understand from your response letter dated August 24, 2017 that your foreign operations did not have a change in tax status as that term is commonly understood in the United States, but rather that you believe it is appropriate to characterize the termination, amendment or replacement of certain foreign tax agreements as being “analogous to a change in tax status.” If you believe it is appropriate to disclose that
Devin N. Wenig eBay Inc. October 11 , 2017 Page 2
you experie nced a change in tax status, please explain to us why such disclosure is appropriate.
Regardless of the above bullet point, please revise your proposed disclosure to explain in more detail the circumstances that led to the change in tax basis . We believe it would provide useful information to your investors if you disclose something similar to the step -up in tax basis for your foreign eBay platforms resulted from your election to terminate the existing tax ruling and finalize a new agreement with the fore ign tax authority and the step -up in tax basis for your foreign Classifieds platforms resulted from voluntarily domiciling your foreign Classifieds intangible assets into a new tax jurisdiction. We believe your currently proposed disclosure is overly vagu e to explain the material change to your financial statements .
You may contact Lisa Sellars, Staff Accountant, at (202) 551 -3348 or me at (202) 551 - 3737 with any questions.
Sincerely,
/s/ Jennifer Thompson
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Mail Stop 3561 October 11 , 2017 Devin N. Wenig President and Chief Executive Officer eBay Inc. 2025 Hamilton Avenue San Jose, CA 95125 Re: eBay Inc. Form 10-K for the year ended December 31, 2016 Response Dated September 28 , 2017 File No. 001-37713 Dear Mr. Wenig : We have reviewed your September 28 , 2017 response to our comment letter 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 these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments app ly to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in ou r September 18, 2017 letter . Notes to Consolidated Financial Statements Note 15 – Income Taxes, page F -36 1. We note your response to comment 1 that you will disclose that the step up in tax basis(es) resulted from a change in tax status and consequently in th e recognition of the associated tax benefit . We have the following comments: We understand from your response letter dated August 24, 2017 that your foreign operations did not have a change in tax status as that term is commonly understood in the United States, but rather that you believe it is appropriate to characterize the termination, amendment or replacement of certain foreign tax agreements as being “analogous to a change in tax status.” If you believe it is appropriate to disclose that Devin N. Wenig eBay Inc. October 11 , 2017 Page 2 you experie nced a change in tax status, please explain to us why such disclosure is appropriate. Regardless of the above bullet point, please revise your proposed disclosure to explain in more detail the circumstances that led to the change in tax basis . We believe it would provide useful information to your investors if you disclose something similar to the step -up in tax basis for your foreign eBay platforms resulted from your election to terminate the existing tax ruling and finalize a new agreement with the fore ign tax authority and the step -up in tax basis for your foreign Classifieds platforms resulted from voluntarily domiciling your foreign Classifieds intangible assets into a new tax jurisdiction. We believe your currently proposed disclosure is overly vagu e to explain the material change to your financial statements . You may contact Lisa Sellars, Staff Accountant, at (202) 551 -3348 or me at (202) 551 - 3737 with any questions. Sincerely, /s/ Jennifer Thompson Jennifer Thompson Accounting Branch Chief Office of Consumer Products