SecProbe.io

CORRESP
1
filename1.htm

SEC Response Letter

 eBay Inc.

2065 Hamilton Avenue

San Jose, CA 95125

 August 4, 2011

 Via EDGAR and Fax (202-772-9202)

 Division of Corporation Finance

Securities and Exchange Commission

 Mail Stop
3561

 100 F Street, N.E.

 Washington
D.C. 20549

 Attention:    Mr. Christopher Owings

    Mr. Andrew D. Mew

    Ms. Donna Di Silvio

    Mr. Milwood Hobbs

    Ms. Angie Kim

    Ms. Mara L. Ransom

  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

 Ladies and Gentlemen:

Thank you for your letter dated July 26, 2011 addressed to eBay Inc. (the “Company”) setting forth comments of the staff
(the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) concerning the documents listed above.

To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comments used in the Staff’s comment
letter, which are reproduced in italics below. Our responses follow each comment.

 Form 10-K for the Fiscal Year Ended
December 31, 2010

 Item 1. Business, page, 1

 Overview, page 1

1.
We note your response to comment two in our letter dated June 13, 2011 and your disclosure in Note 6 to your consolidated financial statements. Please provide
total assets for each segment or tell us where this disclosure is located in your filing. Please see Item 101(b) of Regulation S-K.

 Securities and Exchange
Commission

 August 4, 2011

 Page 2

 Company response:

 We have not disclosed total assets for each segment in our filing because segment asset information is not reviewed by our Chief Operating Decision Maker, which is our Chief Executive Officer
(“CEO”), or presented to our Board of Directors as such information is not used to allocate resources or assess performance at the segment level. As a result, we do not maintain segment-level asset information in our management or
corporate financial reporting systems. In future filings on Form 10-K, we will make additional disclosures to clarify that we do not disclose total assets by segment because such information is not reviewed by the Company’s Chief Operating
Decision Maker.

 Definitive Proxy Statement on Schedule 14A

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

2.
We note your response to comment 12 in our letter dated June 13, 2011 and your proposed disclosure in Exhibit A of your response letter dated June 27,
2011. Please also provide us your proposed revisions for Messrs. Cook, Ford and Tierney or tell us why you believe this is unnecessary. Please see Item 401(e)(1) of Regulation S-K.

Company response:

 We
respectfully submit that the information concerning the above-named individuals is complete and in compliance with Item 401(e)(1) of Regulation S-K. Mr. Ford’s principal occupation is as the Executive Chairman of Ford Motor Company,
which is an executive officer position. As indicated in our Proxy Statement for the 2011 annual meeting of stockholders (the “2011 Proxy Statement”), Mr. Ford has been in that position since September 2006; prior to that, he was the
Chief Executive Officer of Ford Motor Company from October 2001 to September 2006. As indicated in our 2011 Proxy Statement, Mr. Tierney is the Chairman of the Board of The Bridgespan Group, and has been in that position since 1999. In addition
to the proposed revisions previously submitted with our June 27, 2011 response letter, we will also revise Mr. Cook’s biography to reflect that he has been the Chairman of the Executive Committee of the Board of Directors of Intuit
since August 1998. Attached as Exhibit A is an example of how Mr. Cook’s revised biography would have appeared had those revisions been made in our 2011 Proxy Statement (new text is underscored).

Compensation Discussion and Analysis, page 31

 Elements of Compensation/Executive Compensation Practices, page 38

 Equity
Incentive Awards, page 42

3.
We note your response to comment 13 in our letter dated June 13, 2011 that “[i]n future filings…[you] will include the eIP component related to
individual performance in a separate row under the Grant of Plan Based Awards Table. In the new row for eIP grants for individual performance, [you] will identify a target and a maximum.” We further note your response stating “[i]n future
filings, [you] will revise the disclosure in the Summary Compensation Table to move the portion of the eIP payout related to individual performance from the Bonus column to the Non-Equity Incentive Plan column.” Before making these future
revisions and with a view to understanding how this element of compensation should be disclosed the Summary Compensation Table, please explain:

•

 the process associated with establishing the “target” and “maximum” amounts;

•

 the performance criteria used in determining whether the “target” and “maximum” amount is achieved and, if different, the goals
that you communicate to your named executive officers at the beginning of the year; and

 Securities and Exchange
Commission

 August 4, 2011

 Page 3

•

 the level of discretion exercised when assessing the ultimate funding of the individual performance component.

 Please see Question 119.02 in the Compliance and Disclosure
Interpretations relating to Regulation S-K, located at our website.

 Company response:

The target eIP amounts are based on a percentage of annual base salary that ranges from 75-100% for the named executive officers other
than the Company’s CEO, and 160% for the CEO. The potential eIP payouts are allocated 75% to company performance and 25% to individual performance, and no payouts for individual performance are made under the eIP unless the objective threshold
company performance goals are achieved. Assuming the objective threshold company performance goals are achieved, of the 25% of the potential eIP payout that is allocated to individual performance, the amounts actually paid have a target of 100% and
a maximum of 200%. As a result, the establishment of the target and maximum eIP payouts for individual performance is purely formulaic (i.e., 100% and 200%, respectively, of the 25% allocated to individual performance, which 25% is based on the
target eIP amounts of 75-100% or 160% targets of annual base salary for such executive officer as described above). For example, assuming an executive officer’s annual base salary is $600,000 and her total eIP target is 100% of her annual base
salary, her individual performance eIP target is $150,000 (25% of $600,000), the threshold payout for individual performance is $127,500 (85% of $150,000) and the maximum payout for individual performance is $300,000 (200% of the eIP target of
$150,000).

 As noted in our prior response letter, while performance goals are communicated to the executive officers at the
beginning of the year, the ultimate decision on the amount of the eIP payout for individual performance is discretionary and there is no weighting of particular goals. Individual performance is evaluated by the Compensation Committee on a subjective
and qualitative basis and the particular executive officer is given an overall rating which ranges from “does not meet [expectations/goals],” in which case no payout is made, to “exceeds most [expectations/goals],” in which case
the maximum payout (i.e., 200% of target) is made.

 Given the discretionary nature of the eIP payouts for individual
performance, we have historically reported the amounts in the bonus column of the Summary Compensation Table. However, in future filings, we intend to report these payouts under the Non-Equity Incentive Plan Compensation column because there is no
payout for individual performance unless the objective threshold company performance goals are achieved. Attached as Exhibit B is a revised version of the Grant of Plan Based Awards Table as it would have appeared had these revisions been
made in our 2011 proxy statement (new text is underscored and deleted text is shown as a strike-through).

*      *      *

 Securities and Exchange
Commission

 August 4, 2011

 Page 4

 In the instances indicated above, we believe that revisions in response to Staff’s
comments will enhance our disclosure. However, we believe that the filings in question substantially comply with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder and generally
accepted accounting principles. Accordingly, we respectfully request that the Staff permit any additional or revised disclosure to be made in our future filings, as specifically indicated above.

We acknowledge that:

•

 we are responsible for the adequacy and accuracy of the disclosure in our filings with the Commission;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to our
filings; and

•

 we 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.

 We are available to discuss any of our responses at your convenience. Accordingly, if there
is anything we can do to facilitate your review, please do not hesitate to contact the undersigned at (408-967-3230). In addition, you are welcome to contact any of the following lawyers at Sidley Austin LLP: Sharon Flanagan (415-772-1271), Gary
Gerstman (312-853-2060) or Eric Haueter (415-772-1231).

 Very truly yours,

eBay Inc.

By:

/s/ Phillip P. DePaul

Name:

Phillip P. DePaul

Title:

Vice President, Chief Accounting Officer

 EXHIBIT A

 Scott D. Cook

 Scott D. Cook, age 58, has served as a director of eBay since June 1998.
Mr. Cook is the founder of Intuit Inc., a maker of business and financial management technology solutions, including Quickbooks, Quicken and TurboTax. Mr. Cook has been a director of Intuit since March 1984 and is
currently has been the Chairman of the Executive Committee of the Board of Directors of Intuit since August 1998. From March 1993 to July 1998, Mr. Cook served as Chairman of the Board of Directors of Intuit. From March
1984 to April 1994, Mr. Cook served as President and Chief Executive Officer of Intuit. Mr. Cook also serves on the Board of Directors of The Procter & Gamble Company, The Asia Foundation and The Intuit Scholarship Foundation.
Mr. Cook holds a B.A. degree in Economics and Mathematics from the University of Southern California and an M.B.A. degree from the Harvard Business School.

 A-1

 EXHIBIT B

 GRANTS OF PLAN-BASED AWARDS

 The following table sets forth for the fiscal
year ended December 31, 2010, certain information regarding grants of plan-based awards to each of our named executive officers.

 Name

Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards(1)

Estimated Future
Payouts Under Equity
Incentive Plan Awards(2)

All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)

Exercise
or Base
Price of
Option
Awards
($/Sh)

Grant Date
Fair
Value
($)(3)

Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

 John J. Donahoe

3/1/2010

—

—

—

—

—

—

—

500,000

$
23.88

$
3,735,000

3/1/2010

—

—

—

—

—

—

125,000

—

23.88

2,985,000

 eIP – company performance(4)

N/A

$
552,404

$
1,104,808

$
2,209,615

—

—

—

—

—

—

—

 eIP – individual performance(5)

N/A

313,029

368,269

736,538

—

—

—

—

—

—

—

 PBRSUs (second 12 months of 2009-2010 performance period)

3/1/2010

—

—

—

23,211

46,422

111,413

—

—

—

1,108,545

 PBRSUs (first 12 months of 2010-2011 performance period)

31,250

62,500

150,000

1,492,500

 Robert H. Swan

3/1/2010

—

—

—

—

—

—

—

250,000

23.88

1,867,500

3/1/2010

—

—

—

—

—

—

62,500

—

23.88

1,492,500

 eIP – company performance(4)

N/A

288,227

576,454

1,152,909

—

—

—

—

—

—

—

 eIP – individual performance(5)

N/A

163,329

192,152

384,303

—

—

—

—

—

—

—

 PBRSUs (second 12 months of 2009-2010 performance period)

3/1/2010

—

—

—

4,375

8,750

21,000

—

—

—

208,950

 PBRSUs (first 12 months of 2010-2011 performance period)

15,625

31,250

75,000

746,250

 Scott Thompson

3/1/2010

—

—

—

—

—

—

—

175,000

23.88

1,307,250

3/1/2010

—

—

—

—

—

—

43,750

—

23.88

1,044,750

10/8/2010

—

—

—

—

—

—

240,000

—

24.61

5,906,400

 eIP – company performance(4)

N/A

240,577

481,154

962,308

—

—

—

—

—

—

—

 eIP – individual performance(5)

N/A

136,327

160,385

320,769

—

—

—

—

—

—

—

 PBRSUs (second 12 months of 2009-2010 performance period)

3/1/2010

—

—

—

3,750

7,500

18,000

—

—

—

179,100

 PBRSUs (first 12 months of 2010-2011 performance period)

3/1/2010

—

—

—

10,938

21,875

52,500

—

—

—

522,375

 Lorrie M. Norrington

3/1/2010

—

—

—

—

—

—

—

150,000

23.88

1,120,500

3/1/2010

—

—

—

—

—

—

37,500

—

23.88

895,500

 eIP – company performance(4)

N/A

259,327

518,654

1,037,307

—

—

—

—

—

—

—

 B-1

 Name

Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards(1)

Estimated Future
Payouts Under Equity
Incentive Plan Awards(2)

All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)

Exercise
or Base
Price of
Option
Awards
($/Sh)

Grant Date
Fair
Value
($)(3)

Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

 eIP – individual performance(5)

N/A

148,090

174,223

348,446

—

—

—

—

—

—

—

 PBRSUs (second 12 months of 2009-2010-

3/1/2010

—

—

—

3,750

7,500

18,000

—

—

—

179,100

 performance period)(46)

 PBRSUs (first 12 months of 2010-2011 performance period)(45)

3/1/2010

—

—

—

9,375

18,750

45,000

—

—

—

447,750

 Elizabeth L. Axelrod

3/1/2010

—

—

—

—

—

—

—

150,000

23.88

1,120,500

3/1/2010

—

—

—

—

—

—

37,500

—

23.88

895,500

 eIP – company performance(4)

N/A

139,895

279,790

559,579

—

—

—

—

—

—

—

 eIP – individual performance(5)

N/A

79,274

93,263

186,526

—

—

—

—

—

—

—

 PBRSUs (second 12 months of 2009-2010 performance period)

3/1/2010

—

—

—

2,813

5,625

13,500

—

—

—

134,325

 PBRSUs (first 12 months of 2010-2011 performance period)

3/1/2010

—

—

—

9,375

18,750

45,000

—

—

—

447,750

 Mark T. Carges

3/1/2010

—

—

—

—

—

—

—

100,000

23.88

747,000

3/1/2010

—

—

—

—

—

—

25,000

—

23.88

597,000

 eIP – company performance(4)

N/A

158,176

316,352

632,704

—

—

—

—

—

—

—

 eIP – individual performance(5)

N/A

89,633

105,450

210,901

—

—

—

—

—

—

—

 PBRSUs (second 12 months of 2009-2010 performance period)

3/1/2010

—

—

—

3,438

6,875

16,500

—

—

—

164,175

 PBRSUs (first 12 months of 2010-2011 performance period)

3/1/2010

—

—

—

6,250

12,500

30,000

—

—

—

298,500

(1)
The amounts shown reflect estimated payouts for the fiscal year ended December 31, 2010 under the eIP for the portion of the award payable based on the
company’s performance. The amounts shown in the column entitled “Threshold” reflect the minimum payment levels if the minimum revenue, net income, net promoter score improvement and employee engagement improvement thresholds have been
met, which are 50% of the amounts shown under the column entitled “Target,” and the amounts shown in the column entitled “Maximum” are 200% of the amounts shown under the column entitled “Target.” Actual payouts to our
named executive officers under the eIP for the fiscal year ended December 31, 2010 based on the company’s performance are reflected in the column entitled “Non-Equity Incentive Plan Com