SEC Company Response from EBAY INC (EBAY) (CIK 0001065088) (EBAY) — Jun 14, 2013
EBAY INC (EBAY) (CIK 0001065088)
Date: June 14, 2013 · CIK: 0001065088 · Accession: 0001193125-13-259341
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-24821
Referenced dates: June 7, 2013, May 9, 2013
Letter
eBay Inc.
2065 Hamilton Avenue
San Jose, CA 95125
June 14, 2013
Via EDGAR
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop
100 F Street, N.E.
Washington D.C. 20549
Attention: Mr. Andrew D. Mew
Mr. Jarrett Torno
Ms. Donna Di Silvio
Re: eBay Inc.
Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 1, 2013
File No. 000-24821
Ladies and Gentlemen:
Thank you for your letter dated June 7, 2013 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”) on our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
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, 2012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Off-Balance Sheet Arrangements, page 72
1. We note your response to comment 2 in our letter dated May 9, 2013. Please expand your accounting policy disclosure within your footnotes on page F-11 to disclose the requirement to hold liquid assets equal to at least 100% of customer balances, that customer deposits held as direct claims against you represent cash or cash equivalents, and that you have elected to restrict these funds and classify them separately on your consolidated balance sheets.
Company response:
We confirm that we will expand our accounting policy disclosure within the footnotes to our financial statements in future filings on Form 10-K to include language to the effect requested by the Staff as set forth above, with appropriate modifications to reflect facts and circumstances.
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Cash Flows, page F-6
2. We note your response to comment 3 in our letter dated May 9, 2013. It is our understanding that the line items “Funds receivable and customer accounts” and “Funds payable and amounts due to customers” within the financing activities section of your consolidated statement of cash flows represents the net change in the related balance sheet line items. If our understanding is incorrect, please advise. Otherwise, please clearly indicate that these amounts are presented net.
Company response:
We confirm the Staff’s understanding that the foregoing line items in our consolidated statement of cash flows represent the net change in the related balance sheet line items and we will indicate that these are net amounts in future filings on Form 10-K and 10-Q by including the word “net” in such line items in our consolidated statements of cash flows.
* * *
In the instances indicated above, we believe that revisions in response to Staff’s comments will enhance our disclosure. However, we believe that the filing in question substantially complies 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.
[Signature Page Follows]
We are available to discuss any of our responses at your convenience. Please do not hesitate to contact the undersigned at (408-967-4123). In addition, you are welcome to contact any of the following lawyers at Sidley Austin LLP: Eric Haueter (415-772-1231) or Gary Gerstman (312-853-2060).
Very truly yours,
eBay Inc.
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CORRESP
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CORRESP
eBay Inc.
2065 Hamilton Avenue
San Jose, CA 95125
June 14, 2013
Via EDGAR
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop
3561
100 F Street, N.E.
Washington
D.C. 20549
Attention:
Mr. Andrew D. Mew
Mr. Jarrett Torno
Ms. Donna Di Silvio
Re:
eBay Inc.
Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 1, 2013
File No. 000-24821
Ladies and
Gentlemen:
Thank you for your letter dated June 7, 2013 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”) on our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
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, 2012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Off-Balance Sheet Arrangements, page 72
1.
We note your response to comment 2 in our letter dated May 9, 2013. Please expand your accounting policy disclosure within your footnotes on page F-11 to
disclose the requirement to hold liquid assets equal to at least 100% of customer balances, that customer deposits held as direct claims against you represent cash or cash equivalents, and that you have elected to restrict these funds and classify
them separately on your consolidated balance sheets.
Company response:
We confirm that we will expand our accounting policy disclosure within the footnotes to our financial statements in future filings on Form
10-K to include language to the effect requested by the Staff as set forth above, with appropriate modifications to reflect facts and circumstances.
Item 8. Financial Statements and Supplementary Data
Consolidated Statements of Cash Flows, page F-6
2.
We note your response to comment 3 in our letter dated May 9, 2013. It is our understanding that the line items “Funds receivable and customer
accounts” and “Funds payable and amounts due to customers” within the financing activities section of your consolidated statement of cash flows represents the net change in the related balance sheet line items. If our understanding is
incorrect, please advise. Otherwise, please clearly indicate that these amounts are presented net.
Company response:
We confirm the Staff’s understanding that the foregoing line items in our consolidated statement of cash flows
represent the net change in the related balance sheet line items and we will indicate that these are net amounts in future filings on Form 10-K and 10-Q by including the word “net” in such line items in our consolidated statements of cash
flows.
* * *
In the instances indicated above, we believe that revisions in response to Staff’s comments will enhance our disclosure. However, we
believe that the filing in question substantially complies 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.
[Signature Page Follows]
2
We are available to discuss any of our responses at your convenience. Please do not hesitate
to contact the undersigned at (408-967-4123). In addition, you are welcome to contact any of the following lawyers at Sidley Austin LLP: Eric Haueter (415-772-1231) or Gary Gerstman (312-853-2060).
Very truly yours,
eBay Inc.
By:
/s/ Brian J. Doerger
Name:
Brian J. Doerger
Title:
Vice President, Chief Accounting Officer
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