SecProbe.io

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 May 14, 2025

Samantha Wellington
Senior Vice President, Chief Legal Officer and Secretary
eBay Inc.
2025 Hamilton Avenue
San Jose, California 95125

 Re: eBay Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-37713
Dear Samantha Wellington:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Oliver Cohen
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</DOCUMENT>

CORRESP
 1
 filename1.htm

 eBay Inc.

 2025 Hamilton Avenue

 San Jose, CA 95125

 May 9, 2025

 VIA EDGAR

 Mr. Stephen Kim

 Mr. Abe Friedman

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 eBay Inc.

 Form 10-K for Fiscal Year Ended December 31, 2024

 Form 10-Q for Fiscal Quarter Ended March 31, 2025

 File No. 001-37713

 Dear Mr. Kim and Mr. Friedman:

 This letter responds to the letter dated May 8, 2025 from the staff (the
"Staff") of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission")
relating to the above-referenced Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2025 (the "2025 Q1 10-Q"), of eBay Inc. ("we"), filed with the Commission
on February 27, 2025 and May 1, 2025, respectively. To facilitate your review, we have reproduced the text of the Staff's comments
in italicized print below.

 Form 10-Q for Fiscal Quarter Ended March 31, 2025

 Item 6: Exhibits

 Exhibit 31.02, page 55

 1. We note your Section 302 certification is not signed by your principal financial
officer. Please file an amended Form 10-Q along with updated certifications that are signed and currently dated.

 Response:

 We note this administrative error in the filed version of the Section 302 certification.
We confirm that today we have filed an amended version of the 2025 Q1 10-Q with updated certifications that are signed and currently dated.

 * * *

 We greatly appreciate your attention to this matter. If you have any further
comments or questions regarding this letter, please contact the undersigned at (408) 595-0441.

 Sincerely,

 /s/ Samantha Wellington

 Samantha Wellington

 Senior Vice President, Chief Legal Officer and Secretary

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<TEXT>
 May 8, 2025

Samantha Wellington
Senior Vice President, Chief Legal Officer and Secretary
eBay Inc.
2025 Hamilton Avenue
San Jose, California 95125

 Re: eBay Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 10-Q for Fiscal Quarter Ended March 31, 2025
 File No. 001-37713
Dear Samantha Wellington:

 We have limited our review of your filings to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-Q for Fiscal Quarter Ended March 31, 2025
Item 6: Exhibits
Exhibit 31.02, page 55

1. We note your Section 302 certification is not signed by your principal
financial
 officer. Please file an amended Form 10-Q along with updated
certifications that are
 signed and currently dated.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 May 8, 2025
Page 2

 Please contact Stephen Kim at 202-551-3291 or Abe Friedman at
202-551-8298 with
any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

September 30, 2024
Jamie Iannone
President and Chief Executive Officer
eBay Inc.
2025 Hamilton Avenue
San Jose, CA 95125
Re:eBay Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 25, 2024
File No. 001-37713
Dear Jamie Iannone:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

CORRESP
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  eBay Inc.

2025 Hamilton Avenue

San Jose, CA 95125

September 25, 2024

VIA EDGAR

Ms. Charlotte Young

Ms. Amanda Ravitz

Division of Corporation Finance

Disclosure Review Program

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

  Re:
  eBay Inc.

  Definitive Proxy Statement on Schedule 14A

  Filed April 25, 2024

  File No. 001-37713

Dear Mses. Young and Ravitz:

This letter responds to the letter dated September
19, 2024 from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission
(the “Commission”) relating to the above-referenced Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”)
of eBay Inc. (the “Company” or “we”), filed with the Commission on April 25, 2024. To facilitate your review,
we have reproduced the text of the Staff’s comments in italicized print below.

Definitive Proxy Statement on Schedule 14A

Pay Versus Performance, Page 67

1. We note that you have included “FX-Neutral
Revenue,” a non-GAAP measure, as your Company-Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K. While Company-Selected
Measure disclosure is not subject to Regulation G or Item 10(e) of Regulation S-K, you must disclose how the measure is calculated from
your audited financial statements. Please tell us and revise future disclosure to explain how your Company-Selected Measure is calculated
from your audited financial statements. If this information appears in a different part of the definitive proxy statement, you may satisfy
the disclosure requirement by a cross-reference thereto; however, incorporation by reference to a separate filing will not satisfy this
disclosure requirement.

Response:

We define FX-Neutral net revenues
(referred to in the Proxy Statement as “FX-Neutral Revenue”) as GAAP net revenues minus the exchange rate effect, which we
calculate by applying prior period foreign currency exchange rates to current year transactional currency amounts, excluding hedging activity.
On page 46 of the Proxy Statement, we note that this measure is “calculated on a fixed foreign exchange basis,” but we confirm
that, to the extent our future Company-Selected Measures in the pay versus performance section of our definitive proxy statements include
FX-Neutral net revenues, we will explain in greater detail how such measure is calculated from our audited financial statements. We further
confirm that, to the extent our future Company-Selected Measures in the pay versus performance section of our definitive proxy statements
include non-GAAP financial measures, we will explain how the measures are calculated from our audited financial statements, consistent
with the Staff’s comment.

2. Refer to the graphs on pages 69-70 showing
the relationships between compensation actually paid and net income, total shareholder return and your Company-Selected Measure pursuant
to Item 402(v)(5) of Regulation S-K. We note that you had two PEOs in fiscal year 2020; however, it does not appear that your relationship
graphs include compensation actually paid information for both PEOs, either separately or on an aggregate basis. Please revise future
filings to include relationship disclosure for each person who served as your PEO during the period covered by your pay versus performance
table. For guidance, refer to Regulation S-K Compliance and Disclosure Interpretation 128D.13.

Response:

We confirm that we will provide
relationship graphs in the pay versus performance section of our future definitive proxy statements that are consistent with the Staff’s
comment.

* * *

We greatly appreciate your prompt response to
this letter. If you have any further comments or questions regarding this letter, please contact the undersigned at (408-307-4082).

  Sincerely,

  /s/ Molly Finn

  Molly Finn

  Vice President & Deputy General Counsel, Corporate &

  Assistant Secretary

September 19, 2024
Jamie Iannone
President and Chief Executive Officer
eBay Inc.
2025 Hamilton Avenue
San Jose, CA 95125
Re:eBay Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 25, 2024
File No. 001-37713
Dear Jamie Iannone:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment(s).
            Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below. If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 67
1.We note that you have included “FX-Neutral Revenue,” a non-GAAP measure, as your
Company-Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K. While
Company-Selected Measure disclosure is not subject to Regulation G or Item 10(e) of
Regulation S-K, you must disclose how the measure is calculated from your audited
financial statements. Please tell us and revise future disclosure to explain how your
Company-Selected Measure is calculated from your audited financial statements. If this
information appears in a different part of the definitive proxy statement, you may satisfy
the disclosure requirement by a cross-reference thereto; however, incorporation by
reference to a separate filing will not satisfy this disclosure requirement.
Refer to the graphs on pages 69-70 showing the relationships between compensation
actually paid and net income, total shareholder return and your Company-Selected
Measure pursuant to Item 402(v)(5) of Regulation S-K. We note that you had two PEOs 2.

September 19, 2024
Page 2
in fiscal year 2020; however, it does not appear that your relationship graphs include
compensation actually paid information for both PEOs, either separately or on an
aggregate basis. Please revise future filings to include relationship disclosure for each
person who served as your PEO during the period covered by your pay versus
performance table. For guidance, refer to Regulation S-K Compliance and Disclosure
Interpretation 128D.13.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Charlotte Young at 202-551-3280 or Amanda Ravitz at 202-551-3412 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

United States securities and exchange commission logo
October 13, 2022
Jamie Iannone
Chief Executive Officer
eBay Inc.
2025 Hamilton Avenue
San Jose, CA 95125
Re:eBay Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 21, 2022
File No. 001-37713
Dear Jamie Iannone:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

CORRESP
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    eBay Inc.

    2025 Hamilton Avenue

    San Jose, CA 95125

October 4, 2022

VIA EDGAR

Mr. Christopher Dunham

Ms. Amanda Ravitz

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: eBay Inc.

Definitive Proxy Statement on Schedule 14A

Filed April 21, 2022

File No. 001-37713

Dear Mr. Dunham and Ms. Ravitz:

Thank you for your letter dated September 20,
2022 addressed to eBay Inc. (“eBay,” the “Company” or “we”) 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 the Company’s Definitive Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Shareholders.

We confirm that we will enhance our future proxy
disclosures in accordance with the topics discussed in your letter, dated September 20, 2022, as well as any material developments to
our risk oversight structure.

* * *

We are available to discuss any of our responses
at your convenience. Please do not hesitate to contact the undersigned at (408-307-4082). In addition, you are welcome to contact Scott
Lesmes of Morrison & Foerster LLP at (202-887-1585).

    eBay Inc.

    Associate General Counsel:

    By:
    /s/ Molly Finn

    Name:
    Molly Finn

    Title:
    Vice President, Deputy General Counsel and Assistant Secretary

United States securities and exchange commission logo
September 20, 2022
Jamie Iannone
Chief Executive Officer
eBay Inc.
2025 Hamilton Avenue
San Jose, CA 95125
Re:eBay Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 21, 2022
File No. 001-37713
Dear Mr. Iannone:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 21, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your discussion,
please also address the circumstances under which you would consider having the Chair
and CEO roles filled by a single individual, when shareholders would be notified of any
such change, and whether you will seek prior input from shareholders.
2.Please expand upon the role that your Independent Chair plays in the leadership of the
board. For example, please enhance your disclosure to address whether or not your
Independent Chair may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.

 FirstName LastNameJamie Iannone
 Comapany NameeBay Inc.
 September 20, 2022 Page 2
 FirstName LastName
Jamie Iannone
eBay Inc.
September 20, 2022
Page 2
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks;
•whether you have a Chief Compliance Officer and to whom this position reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at (202) 551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

United States securities and exchange commission logo
June 1, 2021
Andy Cring
Chief Financial Officer
eBay Inc.
2025 Hamilton Avenue
San Jose, CA 95125
Re:eBay Inc.
Form 10-K for the Year Ended December 31, 2020
Filed February 4, 2021
File No. 001-37713
Dear Mr. Cring:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Marie Huber, General Counsel

CORRESP
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Document

   eBay Inc.

2025 Hamilton Avenue

San Jose, CA 95125

 May 20, 2021

VIA EDGAR

Mr. Robert Shapiro

Mr. Doug Jones

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:     eBay Inc.

Form 10-K for the year ended December 31, 2020

Filed February 4, 2021

Form 10-Q for the quarter ended March 31, 2021

Filed April 29, 2021

File No. 001-37713

Dear Mr. Shapiro and Mr. Jones:

Thank you for your letter dated May 6, 2021 addressed to eBay Inc. (“eBay,” the “Company” or “we”) 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021.

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

Form 10-K for the Year Ended December 31, 2020

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 36

1.Please quantify here and in your interim period reports each item cited as a variance factor so that investors may understand the magnitude and relative impact of each on your results. For example, we note several instances especially in regard to expenses, and in particular "Interest and Other, Net" for the first quarter of fiscal 2021, where this is the case. Refer to section 501.04 of the Staff’s Codification of Financial Reporting Policies for guidance.

The Company respectfully acknowledges the Staff’s comment and, in future filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2021, the Company will enhance its disclosures as appropriate within the “Results of Operations” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) to quantify certain variance factors within the narrative discussion of the line items described in that section to the extent material to an investor understanding of changes in our results.

With respect to “Net Revenues,” “Net Transaction Revenues,” “Marketing Services and Other Revenues” and “Cost of Net Revenues,” we believe the tables and accompanying narratives, and for example, the foreign exchange quantification provide the best basis for investors to understand variances from period to period. We tend not to restate those factors in narrative explanations to avoid investor confusion. It is often not practicable for us to pinpoint the magnitude and relative impact of changes in consumer buying patterns, for example, outside of our disclosures regarding platform volume, business initiatives impacting take rate and buyer acquisition activity.

The Company’s enhanced disclosure in the areas of “Operating Expenses” and “Interest and Other, Net” will be consistent with the example presented below (please note that this disclosure is presented for the year ended December 31, 2020 and will be presented similarly for all required periods in our future filings).

Example disclosure:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Interest and Other, Net

The increase in interest and other, net in 2020 compared to 2019 was primarily attributable to the change in the fair value of the Adyen warrant of $637 million, the change in fair value of our investment in Kakao Bank of $239 million, the absence of a loss recorded in 2019 for the divestiture of brands4friends of $52 million and a gain recorded of $37 million for the receipt of proceeds that were held in escrow related to a long-term investment that was sold in 2018. These increases were partially offset by lower interest income of $81 million, an impairment recorded on an investment of $40 million and foreign exchange losses of $31 million.

Net Transaction Revenues, page 37

2.In addition to your definition of the metric "take rate," please disclose what the metric represents, why it provides useful information to investors and how you use it in managing or monitoring your performance. Refer to Commission Release No. 33-10751 for guidance.

The Company respectfully acknowledges the Staff’s comment. In future filings, beginning with its Quarterly Report on Form 10-Q for the quarter ending June 30, 2021, the Company will add the following disclosure to describe what “take rate” represents and why investors might find it useful.

Example disclosure:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net Transaction Revenues

Key Operating Metrics

Take rate is defined as net transaction revenues divided by GMV and represents net transaction revenue as a percentage of overall volume on our platforms. We believe that take rate provides a useful measure of our ability to monetize volume through marketplace services on our platforms in a given period. We use take rate to identify key revenue drivers on our marketplace.

Liquidity and Capital Resources

Cash Flows

Continuing Operating Activities, page 44

3.Your disclosure here and in the latest Form 10-Q appears to emphasize how cash provided by operating activities was derived for each period. Pursuant to Item 303(a) and (b) of Regulation S-K, your discussion should be an analysis of material changes that impacted operating cash from period to period. Note that references to results, noncash items, and working capital items may not provide a sufficient basis to understand how operating cash  actually was affected between periods. In this regard, your analysis should discuss the reasons underlying variance factors cited. Refer to section IV.B and B.1 of SEC Release No. 33-8350 for guidance, and section 501.04 of the Staff’s Codification of Financial Reporting Releases regarding quantification of variance factors cited. Please revise your disclosure as appropriate.

The Company respectfully acknowledges the Staff’s comment. In future filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2021, the Company will enhance its disclosures as appropriate within the “Liquidity and Capital Resources” section of MD&A to include further information about the material changes that impacted operating cash from period to period, including discussion of variance factors. The Company’s disclosure will be consistent with the example presented below (please note that this disclosure is presented for the quarter ended March 31, 2021 and will be presented similarly for all required periods in our future filings).

Example disclosure:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Cash provided by continuing operating activities of $938 million in the three months ended March 31, 2021 compared to cash provided by continuing operating activities of $614 million in the three months ended March 31, 2020 was primarily attributable to an increase in net income from continuing operations of $138 million. The increase in net income from continuing operations was primarily due to an increase in revenues, as a result of higher GMV due to improved traffic and buyer acquisition as noted in our comments on “Net Transaction Revenues” during the pandemic. The remaining changes in continuing operating cash flows are attributable to changes in non-cash items and working capital movements. Net income from discontinued operations, net of income taxes in the three months ended March 31, 2020 was primarily related to the gain on the sale of the StubHub business. Our operating cash flows arise primarily from cash received from our customers on our platforms offset by cash payments for sales and marketing, employee compensation and payment processing expenses.

Form 10-Q for the Fiscal Quarter Ended March 31, 2021

Management's Discussion and Analysis of Financial Conditions and Results of Operations

Net Revenues

Net Transactions Revenues, page 33

4.You attribute the increase in net transaction revenue in the first quarter of 2021 primarily due to an increase in GMV and take rate. Please tell us and disclose the key drivers and underlying factors that caused this increase. Your earnings release for this quarter mentions the impact of your revenue initiatives to scale management of global payments which resulted in over 52% of global on-platform volume processed through managed payments, increases in global sellers, and over 80% of the payments migration completed  in the U.S. that appear would be meaningful disclosure here. In particular, explain to us and disclose as appropriate how the migration to managed payments on a global basis correlated to the significant positive GMV growth and net transaction revenue growth. Refer to Items 303(c) and (b)(2)(i) through (iii) as appropriate, of Regulation S-K.

In the discussion of net transaction revenues for the nine months ended September 30, 2020 included in its Quarterly Report on Form 10-Q for that period, the Company highlighted the initial expansion of managed payments and promoted listings as significant drivers of higher take rate causing a more pronounced divergence between revenue from GMV growth rates. The Company respectfully advises the Staff that scaling the global payments platform does not directly impact GMV growth. GMV is inclusive of the total value of all successfully closed transactions between users on our platforms, regardless of the payment platform. Therefore, we have not disclosed the migration of managed payments as a key driver or underlying factor in the growth of GMV. The migration to managed payments on a global basis does however drive net transaction revenue growth as discussed in the proposed enhanced disclosure below. The Company expects net transaction revenue growth as the migration to managed payments continues to scale in 2021. We will disclose the impact of the migration to managed payments to the extent it remains appropriate in future filings.

In future filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2021, the Company will enhance its disclosures as appropriate within the “Results of Operations” section of MD&A to disclose, among other things, the correlation of the migration to managed payments to net transaction revenue growth. The Company’s disclosure will be consistent with the example presented below (please note that this disclosure is presented for the quarter ended March 31, 2021 and will be presented similarly for all required periods in our future filings).

Example disclosure:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net Transaction Revenues

Net transaction revenues increased $832 million during the three months ended March 31, 2021 compared to the same period in 2020. This growth corresponded with the increase in GMV and take rate during the same period. Net transaction revenues increased at a faster rate than GMV primarily due to the migration of managed payments on a global basis as well as the continued growth of promoted listings. GMV growth was driven by improved traffic and buyer acquisition largely due to global restrictions implemented to contain the spread of COVID-19 which resulted in consumers engaging in more online shopping during the pandemic.

Transaction take rate was higher during the three months ended March 31, 2021 compared to the same period in 2020, as a result of revenue initiatives to scale management of global payments which resulted in over 52% share of global on-platform volume processed through managed payments. Through March 31, 2021, over 80% of the managed payments migration in the U.S was completed. The increase in take rate was partially offset by category mix and hedging activities.

* * *

In the instances indicated above, we believe that revisions in response to the 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. 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 are available to discuss any of our responses at your convenience. Please do not hesitate to contact the undersigned at (408-376-3214). In addition, you are welcome to contact Scott Lesmes of Morrison & Foerster LLP at (202-887-1585).

   eBay Inc.

  Principal Accounting Officer:

   By: /s/ Brian J. Doerger

   Name: Brian J. Doerger

   Title: Vice President, Chief Accounting Officer

United States securities and exchange commission logo
May 6, 2021
Andy Cring
Chief Financial Officer
eBay Inc.
2025 Hamilton Avenue
San Jose, CA 95125
Re:eBay Inc.
Form 10-K for the Year Ended December 31, 2020
Filed February 4, 2021
Form 10-Q for the Fiscal Quarter Ended March 31, 2021
Filed April 29, 2021
File No. 001-37713
Dear Mr. Cring:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 36
1.Please quantify here and in your interim period reports each item cited as a variance factor
so that investors may understand the magnitude and relative impact of each on your
results.  For example, we note several instances especially in regard to expenses, and in
particular "Interest and Other, Net" for the first quarter of fiscal 2021, where this is the
case.  Refer to section 501.04 of the Staff’s Codification of Financial Reporting Policies
for guidance.

 FirstName LastNameAndy Cring
 Comapany NameeBay Inc.
 May 6, 2021 Page 2
 FirstName LastName
Andy Cring
eBay Inc.
May 6, 2021
Page 2
Net Transaction Revenues, page 37
2.In addition to your definition of the metric "take rate," please disclose what the metric
represents, why it provides useful information to investors and how you use it in
managing or monitoring your performance.  Refer to Commission Release No. 33-10751
for guidance.
Liquidity and Capital Resources
Cash Flows
Continuing Operating Activities, page 44
3.Your disclosure here and in the latest Form 10-Q appears to emphasize how cash provided
by operating activities was derived for each period.  Pursuant to Item 303(a) and (b) of
Regulation S-K, your discussion should be an analysis of material changes that impacted
operating cash from period to period.  Note that references to results, noncash items, and
working capital items may not provide a sufficient basis to understand how operating cash
actually was affected between periods.  In this regard, your analysis should discuss the
reasons underlying variance factors cited.  Refer to section IV.B and B.1 of SEC Release
No. 33-8350 for guidance, and section 501.04 of the Staff’s Codification of Financial
Reporting Releases regarding quantification of variance factors cited.  Please revise your
disclosure as appropriate.
Form 10-Q for the Fiscal Quarter Ended March 31, 2021
Management's Discussion and Analysis of Financial Conditions and Results of Operations
Net Revenues
Net Transactions Revenues , page 33
4.You attribute the increase in net transaction revenue in the first quarter of 2021 primarily
due to an increase in GMV and take rate.  Please tell us and disclose the key drivers and
underlying factors that caused this increase.  Your earnings release for this quarter
mentions the impact of your revenue initiatives to scale management of global payments
which resulted in over 52% of global on-platform volume processed through managed
payments, increases in global sellers, and over 80% of the payments migration completed
in the U.S. that appear would be meaningful disclosure here.  In particular, explain to us
and disclose as appropriate how the migration to managed payments on a global basis
correlated to the the significant positive GMV growth and net transaction revenue
growth.  Refer to Items 303(c) and (b)(2)(i) through (iii) as appropriate, of Regulation S-
K.

 FirstName LastNameAndy Cring
 Comapany NameeBay Inc.
 May 6, 2021 Page 3
 FirstName LastName
Andy Cring
eBay Inc.
May 6, 2021
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Robert Shapiro at (202) 551-3273 or Doug Jones at (202) 551-3309 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Marie Huber, General Counsel

Mail Stop 3561

December 20 , 2018

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 fiscal year ended December 31, 2017
Filed February 5, 2018
File No. 001-37713

Dear Mr Wenig :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ James Allegretto

James Allegretto
Senior Assistant Chief Accountant
Office of Consumer Products

CORRESP
1
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		Document

 eBay Inc.

2025 Hamilton Avenue

San Jose, CA 95125

 December 13, 2018

VIA EDGAR

Ms. Jennifer Thompson

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:     eBay Inc.

Form 10-Q for the quarter ended June 30, 2018

Filed July 19, 2018

File No. 001-37713

Dear Ms. Thompson:

Thank you for your letter dated November 27, 2018 addressed to eBay Inc. (“eBay,” the “Company” or “we”) 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 the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018.

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

Form 10-Q for the quarter ended June 30, 2018

Notes to Condensed Consolidated Financial Statements

Note 1 - The Company and Summary of Significant Accounting Policies

Revenue Recognition, page 7

1.

 We note your response to comment 3 regarding revenue generated from your Marketplace platform. Please quantify for us the amount of revenue you recognized from basic and advanced listing services for each of the three years ended December 31, 2017 and the nine months ended September 30, 2018, and tell us whether such amounts are considered significant to your financial statements, individually or in the aggregate, for each period presented. In addition, please revise your disclosure in future filings to clarify that revenue from your basic and advanced listing services is not material, if appropriate.

Below is a summary of eBay’s revenue from basic and advanced listing services for each of the three years ended December 31, 2017 and the nine months ended September 30, 2018. Also included below is the amount of such revenues as a percentage of eBay’s transaction revenue and total revenue for those periods.

1

Revenue by period (in millions, except percentages)

 Revenue from listing services

 Transaction revenue

 Total revenue

2015

 $

 546

 $

 6,828

 $

 8,590

 8.0

 %

 6.4

 %

2016

 $

 523

 $

 7,362

 $

 9,297

 7.1

 %

 5.6

 %

2017

 $

 587

 $

 7,817

 $

 9,924

 7.5

 %

 5.9

 %

2018 (9-mos ended September 30, 2018)

 $

 505

 $

 6,187

 $

 7,867

 8.2

 %

 6.4

 %

The Company acknowledges that revenue from basic and advanced listing services is meaningful revenue to eBay. However, we respectfully advise the Staff that, when considered as a percentage of transaction revenue and total revenue, revenue from listing services is not material, individually or in the aggregate, to an evaluation of the Company's consolidated financial results. Due to the relative insignificance of the aggregate amounts and the relatively short duration over which the listing services are provided, the effect of adopting ASC 606 had an immaterial impact on our financial statements.  As disclosed in Note 1 of the Company’s most recent Form 10-K, the impact of adoption was an additional deferral of revenue from listing services of approximately $20 million and $19 million for fiscal years 2017 and 2016, respectively.

2.

 We note your response to comment 4. Please revise your disclosure in future filings to clarify that your most significant revenue share arrangements are with shipping service providers and that you have determined you are acting as an agent in these arrangements. Also clarify when the performance obligations are satisfied, and revenue is recognized. Refer to ASC 606-10-50-12.

The Company respectfully acknowledges the Staff’s comment. In the future, the Company will enhance its disclosures as appropriate to include that its most significant revenue share arrangements are with shipping service providers where it has determined that it is acting as the agent in these arrangements. We will also disclose information regarding when the performance obligation related to these agreements are satisfied, and revenue is recognized.

*        *        *

In the instance indicated above, we believe that revisions in response to the 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 are available to discuss any of our responses at your convenience. Please do not hesitate to contact the undersigned at (408-376-3214). In addition, you are welcome to contact Eric Haueter of Sidley Austin LLP at (415-772-1231).

 eBay Inc.

 Principal Accounting Officer:

 By:

 /s/ Brian J. Doerger

 Name:

 Brian J. Doerger

 Title:

 Vice President, Chief Accounting Officer

2

Mail Stop 3561

November 27 , 2018

Devin N. Wenig
President and Chief Executive Officer
eBay Inc.
2025 Hamilton Avenue
San Jose, CA 95125

Re: eBay Inc.
 Form 10 -Q for the fiscal quarter ended June 30, 2018
Filed July 19, 2018
File No. 001-37713

Dear Mr Wenig :

We have reviewed  your October 9, 2018 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 apply 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 our September
24, 2018  letter.

Form 10 -Q for the quarter ended June 30, 2018

Notes to Condensed Consolidated Financial Statements

Note 1 – The Company and Summary of Significant Accounting Policies

Revenue Recognition, page 7

1. We note your response to comment 3 regarding  revenue generated from your
Marketplace platform.   Please quantify for us the amount of revenue you recognized from
basic and advanced listing services for each of the three years ended December 31, 2017
and the nine months ended September 30, 2018, and t ell us whether such amounts are
considered significant to your financial statements, individually or in the aggregate, for

Devin N. Wenig
eBay Inc.
November 27 , 2018
Page 2

 each period presented.   In addition, please revise your disclosure in future filings to
clarify that revenue from your basic and adva nced listing services is not material, if
appropriate.

2. We note your response to comment 4.  Please revise your disclosure in future filings to
clarify that your most significant revenue share arrangements are with shipping service
providers and that you h ave determined you are acting as an agent in these arrangements.
Also clarify when the performance obligations are satisfied and revenue is recognized.
Refer to ASC 606 -10-50-12.

You may contact Lisa Sellars, Staff Accountant,  at (202) 551 -3348 or Andrew Blume,
Staff Accountant, at (202) 551 -3254  or me at (202) 551 -3737  with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
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 eBay Inc.

2025 Hamilton Avenue

San Jose, CA 95125

 October 23, 2018

VIA EDGAR

Ms. Jennifer Thompson

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:     eBay Inc.

Form 10-K for the year ended December 31, 2017

Filed February 5, 2018

Form 10-Q for the quarter ended June 30, 2018

Filed July 19, 2018

File No. 001-37713

Dear Ms. Thompson:

Thank you for your letter dated September 24, 2018 addressed to eBay Inc. (“eBay,” the “Company” or “we”) setting forth comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018.

On October 9, 2018, the Company responded to the comments numbered two through seven included in the Staff’s comment letter. This letter responds to comment number one of the letter. To facilitate the Staff’s review of our response to comment number one, we have keyed our response to the applicable heading used in the Staff’s comment letter, which is reproduced in italics below and followed by the Company’s response.

Form 10-K for the year ended December 31, 2017

General

1.

 In a letter to the staff dated May 14, 2015, you discussed your subsidiary PayPal’s 2015 settlement with OFAC for processing transactions to or from Sudan, and PayPal’s disclosure to OFAC of subsequent similar transactions referencing sanctioned countries. On page 20 of its 10-K filed February 7, 2018, PayPal provides similar information. Additionally, we are aware of news reports indicating that entities in North Korea, Sudan and Syria, possibly including their governments, may have offered or sold items on the ebay.com website. North Korea, Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and/or export controls.

Please describe to us the nature and extent of any past, current, and anticipated contacts with North Korea, and any such contacts with Sudan and Syria since your 2015 letter, including contacts with their governments, whether through subsidiaries, affiliates, partners, customers, joint ventures or other direct or indirect arrangements. Please also discuss the materiality of those contacts, in quantitative terms and in terms of qualitative factors that a reasonable investor would deem important in making an investment decision. Tell us the approximate dollar amounts of revenues, assets and liabilities associated with those countries for the last three fiscal years and the subsequent interim period. Address for us the potential impact of the investor sentiment evidenced by divestment and similar initiatives that have been directed toward companies that have operations associated with U.S.-designated state sponsors of terrorism. Finally, to the extent PayPal has self-reported to OFAC possible violations of North Korea, Sudan or Syria economic sanctions subsequent to your 2015 letter, please describe the transactions to us and tell us the maximum dollar amount of the potential related penalties.

1

For purposes of this response, we respectfully remind the Staff that, on July 17, 2015 (the “Separation Date”), PayPal Holdings, Inc. became an independent publicly traded company as the result of eBay’s distribution of 100% of its outstanding common stock to eBay’s stockholders (the “Separation”). PayPal ceased to be a part of eBay on the Separation Date and, since that time, PayPal has conducted its business separately from eBay. In addition, while PayPal handled OFAC compliance both for itself and eBay prior to the Separation, eBay took on responsibility for its own OFAC compliance subsequent to the Separation. Finally, under agreements entered into by eBay and PayPal in connection with the Separation, PayPal generally remains responsible for liabilities (including those relating to OFAC matters) relating to the PayPal business with respect to periods prior to the Separation. As a result, we do not believe that OFAC matters relating to PayPal’s business prior to its Separation from eBay are likely to have a material impact on, or are material to an evaluation of, eBay’s business going forward. For the foregoing reasons, some of the information provided below in response to the Staff’s comment is presented for periods after the Separation.

We respectfully advise the Staff that the Company does not conduct business or have any subsidiaries, assets or liabilities in North Korea, Sudan or Syria, the Company does not have any agreements with the governments of North Korea, Sudan or Syria or any entities known by the Company to be under their control, and the Company does not plan to conduct business with any of those governments or entities.

The Company also has controls in place that are designed to prohibit access to its websites from North Korea, Sudan and Syria, to prevent people or entities in those countries from registering for eBay accounts and to block IP addresses known to be associated with persons or entities in these countries, and eBay devotes significant resources to avoid doing business with sanctioned countries and to prevent the offering and sale of goods to or from individuals or entities in such countries. eBay also maintains policies and procedures in its commitment to comply with U.S. economic and trade sanctions enforced by OFAC.

Subsequent to its May 14, 2015 letter to the Staff, the Company has not provided products or services to the governments of North Korea, Sudan or Syria or entities known by the Company to be under their control, nor is the Company aware of having executed any transactions for buyers or sellers with registered addresses in those countries, subject to the following:

(A)

 for the period between May 14, 2015 until the July 17, 2015 Separation Date, PayPal processed a limited number of known transactions in an aggregate amount of approximately $2,500 that may have involved persons in North Korea, Sudan or Syria or entities under the control of their governments; and

(B)

 subsequent to the Separation Date, eBay processed four transactions in an aggregate amount of approximately $227 that involved shipments to Syrian or Sudanese embassy addresses in Germany, Austria and Japan and that may have involved persons or entities affiliated with or under the control of the Syrian or Sudanese governments. eBay believes that these transactions were not flagged by its automated controls because the underlying vendor-supplied screening software did not include the addresses of these embassies. Accordingly, eBay has implemented a manual interim control to mitigate the risk of having items shipped to these embassy addresses and is in the process of developing an automated control. The four transactions in question are as follows:

(1)

 Two of those transactions, in the aggregate amount of approximately $148, involved goods that were purchased by a buyer registered in Germany from sellers registered in China and Morocco and shipped to a Sudanese embassy address in Germany. A third transaction, in the amount of approximately $49, involved the sale of goods by a seller registered in Israel to a buyer registered in Japan that were shipped to a Sudanese embassy address in Japan. However, any U.S. persons involved in these three transactions were authorized by the General License issued by OFAC in 15 CFR 538.540 effective January 17, 2017. The Sudanese sanctions regulations were revoked in their entirety as of October 12, 2017. All three of these transactions occurred prior to that revocation date.

2

(2)

 The fourth transaction, in the amount of approximately $30, involved goods that were purchased by a buyer registered in Austria and shipped to an address for the Syrian embassy in Austria. The seller in that transaction was registered in Germany. Based on the information reviewed, eBay is unable to determine whether the goods shipped were for the benefit of the government of Syria or for personal use; however, out of an abundance of caution, eBay has voluntarily self-reported this transaction to OFAC.

Prior to the Company’s May 14, 2015 letter to the Staff, the Company did not, to its knowledge, provide any products or services to the government of North Korea or entities known by the Company to be under its control, nor is the Company aware of having executed any transactions for buyers or sellers with registered addresses in North Korea.

eBay recognized total revenues of less than $48 from the four transactions described above involving goods shipped to Syrian or Sudanese embassy addresses in Germany, Austria and Japan. Otherwise, for the period from the Separation Date through September 30, 2018, eBay did not recognize any revenues from persons or entities with registered addresses in North Korea, Syria or Sudan. eBay does not have any subsidiaries in North Korea, Syria or Sudan and eBay’s consolidated balance sheet as of December 31, 2015, 2016 and 2017 and September 30, 2018 did not reflect any assets or liabilities in those countries.

The Company does not believe that the small number and dollar amount of the transactions described above are material to its business, constitute a material investment risk for the holders of eBay’s securities or are likely to result in material divestment of eBay’s securities by institutional investors. With respect to the four transactions described above that occurred subsequent to the Separation, three were executed under a General License from OFAC and the fourth involved goods with a value of approximately $30. And from a qualitative perspective, given the limited and de minimis nature of these transactions, we do not believe that they are likely to damage eBay’s reputation or cause investors to call into question eBay’s commitment to OFAC or other regulatory compliance.

The Staff’s comment requests information with respect to the potential OFAC penalties for transactions self-reported by PayPal subsequent to May 14, 2015. We respectfully submit that, because PayPal generally remains responsible for liabilities relating to its business for periods prior to the Separation on July 17, 2015, information regarding those penalties is not material to an evaluation of eBay’s business.

We respectfully advise the Staff that, because PayPal separated from eBay and became an independent public company on the Separation Date, we are not providing information relating to PayPal as of any dates or for any periods subsequent to the Separation Date. Moreover, information in this response regarding whether or not PayPal provided products or services to the governments of North Korea, Syria or Sudan or entities known to be under the control of those governments or whether PayPal executed any transactions for buyers or sellers with registered addresses in those countries (including, without limitation, all of the information in clause (A) of the fourth paragraph of this response and, insofar as it relates to PayPal, the information in the fifth paragraph of this response) has been provided by PayPal.

For purposes of this response, local currency amounts have been translated into U.S. dollars.

*        *        *

We are available to discuss any of our responses at your convenience. Please do not hesitate to contact the undersigned at (408-376-3214). In addition, you are welcome to contact Eric Haueter of Sidley Austin LLP at (415-772-1231).

 eBay Inc.

 By:

 /s/ Brian J. Doerger

 Name:

 Brian J. Doerger

 Title:

 Vice President, Chief Accounting Officer

3

CORRESP
1
filename1.htm

		Document

 eBay Inc.

2025 Hamilton Avenue

San Jose, CA 95125

 October 9, 2018

VIA EDGAR

Ms. Jennifer Thompson

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:     eBay Inc.

Form 10-K for the year ended December 31, 2017

Filed February 5, 2018

Form 10-Q for the quarter ended June 30, 2018

Filed July 19, 2018

File No. 001-37713

Dear Ms. Thompson:

Thank you for your letter dated September 24, 2018 addressed to eBay Inc. (“eBay,” the “Company” or “we”) setting forth comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form 10-K”) and Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018.

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

Form 10-K for the year ended December 31, 2017

General

1.

 In a letter to the staff dated May 14, 2015, you discussed your subsidiary PayPal’s 2015 settlement with OFAC for processing transactions to or from Sudan, and PayPal’s disclosure to OFAC of subsequent similar transactions referencing sanctioned countries. On page 20 of its 10-K filed February 7, 2018, PayPal provides similar information. Additionally, we are aware of news reports indicating that entities in North Korea, Sudan and Syria, possibly including their governments, may have offered or sold items on the ebay.com website. North Korea, Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and/or export controls.

Please describe to us the nature and extent of any past, current, and anticipated contacts with North Korea, and any such contacts with Sudan and Syria since your 2015 letter, including contacts with their governments, whether through subsidiaries, affiliates, partners, customers, joint ventures or other direct or indirect arrangements. Please also discuss the materiality of those contacts, in quantitative terms and in terms of qualitative factors that a reasonable investor would deem important in making an investment decision. Tell us the approximate dollar amounts of revenues, assets and liabilities associated with those countries for the last three fiscal years and the subsequent interim period. Address for us the potential impact of the investor sentiment evidenced by divestment and similar initiatives that have been directed toward companies that have operations associated with U.S.-designated state sponsors of terrorism. Finally, to the extent PayPal has self-reported to OFAC possible violations of North Korea, Sudan or Syria economic sanctions subsequent to your 2015 letter, please describe the transactions to us and tell us the maximum dollar amount of the potential related penalties.

1

Pursuant to a telephone call on October 5, 2018 between Jennifer Thompson, Accounting Branch Chief, and Eric Haueter of Sidley Austin LLP, the Company’s deadline for responding to this comment has been extended to October 23, 2018.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 39

2.

 Please revise your results of operations discussion to provide greater insight to your investors regarding the underlying causes of increases or decreases in the components of net income. For example, when you identify intermediate causes of changes in revenues, such as changes in GMV and “take rates,” please describe in sufficient detail the underlying reasons driving such changes.

We endeavor to disclose the most significant drivers of business performance contributing to net income, including changes in revenue from transaction volume, take rates and various expenditures. We will provide additional analysis of intermediate factors, for example changes in pricing policy, average selling price of items sold or the impact of investments in the customer experience, that drive change beyond our current discussion in Management’s Discussion and Analysis of Financial Condition and Results of Operations, when we can identify them and when they represent significant reasons for changes in net income.

Form 10-Q for the quarter ended June 30, 2018

Notes to Condensed Consolidated Financial Statements

Note 1 - The Company and Summary of Significant Accounting Policies

Revenue Recognition, page 7

3.

 We note your net transaction revenues consist of a single performance obligation. Please address the following items for your Marketplace arrangements:

•

 Clarify the exact nature of this performance obligation. Your reference to core services is unclear. Refer to ASC 606-10-50-12(c).

•

 Tell us each promised good or service you have identified in these arrangements. In addition, provide us your analysis regarding how you determined that all goods and services in these arrangements should be combined. Reference ASC 606-10-25-19 through 22.

•

 Provide us with a specific and comprehensive discussion of the terms of your Price Match Guarantee, eBay Authenticate, shipping services and eBay Money Back Guarantee and if you determined that these are services provided to users or customers.

•

 We note under ASC 605 you recognized revenue from listing fees ratably over the estimated period of the listing. Please help us understand why under ASC 606 you have combined these listing services with other services in determining your performance obligation. In addition, tell us how the final value fees and fees to promote or feature listings from sellers are calculated. Also clarify if and how promotion fees differ from listing fees.

In “Item 1. Business” in Part I of our 2017 Form 10-K, we refer to our business using the following terms, “….collectively [our platforms] connect millions of buyers and sellers around the world. The technologies and services that power our platforms are designed to enable sellers worldwide to organize and offer their inventory for sale, and buyers to find and purchase it, virtually anytime and anywhere.”

2

In our Marketplace platform, successfully bringing buyers and sellers together on a secure and trusted platform is the essence of our transaction revenue generating activities (i.e., our connection service or the “core service”) as discussed in “Note 1 - The Company and Summary of Significant Accounting Policies” in the notes to the consolidated financial statements in our 2017 Form 10-K and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018. We generate net transaction revenues from sellers primarily from final value fees and fees to promote or feature listings. eBay promises the following to its customers (i.e., sellers on the Marketplace platform):

1.

 Connection service

2.

 Basic and advanced listing service

We may charge the following types of fees to our customers in our core Marketplace platform: an insertion fee or listing fee, when a seller creates a listing and a final value fee when an item is sold. Sellers can also purchase additional features, like a subtitle, to enhance their listings in order to stand out and attract more buyers. These advanced listing services are a series of activities that boost the visibility of a listing across the site to provide a higher likelihood of a successful sale through a variety of methods, such as surfacing a listing higher in the search results.

We applied the following framework to determine whether the connection service and basic and advanced listing activities aggregate into a single performance obligation or represent separate performance obligations:

•

 Referencing guidance under ASC 606-10-25-17, we determined that the listing services we provide (listing the item based on the seller’s specifications) to connect a buyer and a seller do not transfer a good or a service to the seller as the activities are performed. That is, the act of listing an item and featuring an item are activities necessary merely to fulfill a contract and thus not separate performance obligations in accordance with ASC 606-10-25-17. We note that the listing service may have little or limited value to the customer. The fees associated with the listing service are considerably lower than the final value fees and are often waived.

•

 Further with reference to ASC 606-10-25-21(a) & (c), basic and advanced listing services and the connection service are not considered distinct within the context of the contract because we provide an integrated set of services that represent one output for which the customer has contracted. That is, the connection service is highly interdependent and interrelated with the listing service.

Based on the above analysis, we concluded that, although we provide and at times charge for what might be separate activities, they do not meet the criteria of being distinct and separate performance obligations in accordance with ASC 606-10-25-19. Therefore, the activities are combined into one performance obligation, which is to connect buyers and sellers on our core platform.

Acknowledging the Staff’s reference to ASC 606-10-50-12(c) in the context of our core service we intend to expand our disclosures in “Note 1 - The Company and Summary of Significant Accounting Policies” under the heading Revenue Recognition, to include much of the discussion now included under the heading Recently Adopted Accounting Pronouncements. In addition, we will provide a more complete discussion of the relevant portions of the concepts noted above in our response to this Comment #3.

Our Price Match Guarantee, eBay Authenticate, shipping services and eBay Money Back Guarantee programs are all designed to support the secure and trusted platforms on which our buyers and sellers transact. Our eBay Money Back Guarantee program (“eMBG”) is offered to maintain the integrity and quality of the connection service provided to the participants on our core Marketplace platform.

Buyers can use eMBG, subject to meeting certain conditions, when:

•

 They do not receive an item; or

•

 They receive an item that does not match the listing description

3

Most sellers work with buyers to resolve issues, but in case of a dispute eBay intervenes under the eMBG program and assists both parties to resolve the issue/claim. In accordance with the standard user agreement, buyers and sellers permit eBay to make the final decisions in all cases, including appeals, and agree to be bound by the decision reached by eBay. During this process, if eBay determines that the buyer did not receive an item or the item does not match the listing description, eBay will refund the full cost of the item and original shipping to the buyer and seek reimbursement from the seller. If sellers are found not to be at fault, eBay will refund the buyer and not recoup from the seller.

We view eMBG as eBay’s obligation contingently incurred in connection with providing eBay’s core service and a program designed and operated by eBay in an effort to provide a trusted and reliable platform. As noted above, eMBG is available on our core Marketplace platform, is not priced or sold separately and we have concluded that it does not represent a service provided to sellers, therefore, does not represent a promise in the arrangement under ASC 606-10-55-32.

Other programs like Price Match Guarantee and eBay Authenticate were inconsequential for the fiscal year ended December 31, 2017 and subsequent interim periods, but again, are indicative of our efforts to invest in technology and services to bolster buyer and seller confidence in our secure and trusted platforms. We comprehensively address shipping services in our response to comment #4.

Prior to the adoption of ASC 606 in our Marketplace platform, we considered the revenue recognition criteria in SEC Staff Accounting Bulletin No. 104 (SAB Topic 13-a), Revenue Recognition, in determining the timing of revenue recognition and ASC 605-25-3 for purposes of determining units of accounting.  Considering that (1) basic listing, advanced listing and connection services are charged at standard prices published on eBay.com; and (2) basic listing and advanced listing services are provided over time, we concluded that it is appropriate to recognize our listing fee revenues ratably over the estimated period of the listing and to recognize the final value fee revenue at the time that the transaction is successfully closed, upon meeting the standard revenue recognition criteria at the time (e.g., persuasive evidence of an arrangement existed, service had been rendered, the fee was fixed or determinable, and collectability was reasonably assured).

Under ASC 606, consistent with the conclusions noted above, we identified a single performance obligation related to the core service offered to sellers in our Marketplace platform and believe additional services mainly to promote or feature listings at the option of the sellers are not distinct within the context of the contract. Accordingly, revenue related to connection services (“final value fees”), basic listing (“insertion fee”) and advanced listing (“feature fee” or “promotion fee”) is recognized when the single performance obligation is satisfied at a point in time, that is, when a transaction is successfully closed or when the listing expires or the item is delisted. This identification of one performance obligation and resulting recognition of revenue at a point in time under ASC 606 was a change from recognition of revenue over a period of time under the previous guidance.

With respect to the Staff’s specific question regarding how final value fees and fees to promote or feature listings from sellers are calculated we would like to highlight the following with regard to our core Marketplace platform in the United States:

•

 Listing fee / Insertion fee charged for basic listing services - Every month, each seller is promised a certain number of free listings and then pays a nominal amount for incremental listings. Insertion fees are charged on most categories when a seller lists an item, are non-refundable and may be waived.

•

 Feature listing fee is a fee charged to feature a listing and is a fixed amount. The fixed amount charged can vary by duration, category, type of feature selected and value thresholds. The feature listing fee is charged once the feature is purchased by the seller and is non-refundable.

•

 Final value fee is charged to the seller when an item sells on the platform. It is calculated as a percentage of the total amount the buyer pays. A promotion fee, for example a promoted listing fee, is also calculated as a percentage of an item’s sale price and is only charged when an item is sold within a specific timeframe.

4

4.

 We note that you generate revenue from revenue sharing arrangements. Please provide us with a comprehensive discussion of the terms of these arrangements including what specified services are provided. In addition, please provide us your analysis regarding how you determined when you are a principal and when you are an agent in these arrangements. Reference ASC 606-10-55-36 through 40 and ASC 606-10-50-12(c).

We note that the Company’s most significant revenue share arrangements are with shipping service providers. eBay contracts with shipping carriers who provide shipping services directly to eBay sellers, who can print shipping labels and packing slips via an integrated platform on the eBay site similar to the examples in ASC 606-10-25-18(f), “Providing a service of arranging for another party to transfer goods or services to a customer (for example, acting as an agent of another party, as described in paragraphs 606-10-55-36 thr

Mail Stop 3561

September 24, 2018

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, 2017
Filed February 5, 2018
Form 10 -Q for the quarter ended June 30, 2018
Filed July 19, 2018
File No. 001-37713

Dear Mr Wenig :

We have reviewed your filing an d 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 apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2017

General

1. In a letter to the staff dated May 14, 2015, you d iscussed your subsidiary PayPal’s 2015
settlement with OFAC for processing transactions to or from Sudan, and PayPal’s
disclosure to OFAC of subsequent similar transactions referencing sanctioned
countries.   On page 20 of its 10 -K filed February 7, 2018, P ayPal provides similar
information.   Additionally, we are aware of news reports indicating that entities in North
Korea, Sudan and Syria, possibly including their governments, may have offered or sold
items on the ebay.com website.   North Korea, Sudan and Syria are designated by the
Department of State as state sponsors of terrorism, and are subject to U.S. economic
sanctions and/or export controls.

Devin N. Wenig
eBay Inc.
September 24, 2018
Page 2

Please describe to us the nature and extent of any past, current, and anticipated contacts
with North Kore a, and any such contacts with Sudan and Syria since your 2015 letter,
including contacts with their governments, whether through subsidiaries, affiliates,
partners, customers, joint ventures or other direct or indirect arrangements.   Please also
discuss th e materiality of those contacts, in quantitative terms and in terms of qualitative
factors that a reasonable investor would deem important in making an investment
decision.   Tell us the approximate dollar amounts of revenues, assets and liabilities
associa ted with those countries for the last three fiscal years and the subsequent interim
period.   Address for us the potential impact of the investor sentiment evidenced by
divestment and similar initiatives that have been directed toward companies that have
operations associated with U.S. -designated state sponsors of terrorism.   Finally, to the
extent PayPal has self -reported to OFAC possible violations of North Korea, Sudan or
Syria economic sanctions subsequent to your 2015 letter, please describe the transac tions
to us and tell us the maximum dollar amount of the potential related penalties.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 39

2. Please revise your results of operations discussion to provide greater  insight to your
investors regarding  the underlying causes of increases or decreases in the components of
net income.   For example, w hen you identify intermediate causes of changes in revenues,
such as changes  in GMV and “take rates ,” please describe in sufficient detail the
underlying reasons driving such changes.

Form 10 -Q for the quarter ended June 30, 2018

Notes to Condensed Conso lidated Financial Statements

Note 1 – The Company and Summary of Significant Accounting Policies

Revenue Recognition, page 7

3. We note your net transaction revenues consist of a single performance obligation.  Please
address the following items for your M arketplace arrangements:

 Clarify the exact nature of this performance obligation.  Your reference to core
services is unclear.  Refer to ASC 606 -10-50-12(c).

 Tell us each promised good or service you have identified in these arrangements.  In
addition,  provide us your analysis regarding how you determined that all goods and
services in these arrangements should be combined.  Reference ASC 606 -10-25-19
through 22.

Devin N. Wenig
eBay Inc.
September 24, 2018
Page 3

 Provide us with a specific and comprehensive discussion of the terms of your Price
Match G uarantee, eBay Authenticate, shipping services and eBay Money Back
Guarantee and if you determined that these are services provided to users or
customers.

 We note under ASC 605 you recognized revenue from listing fees ratably over the
estimated period of the listing.  Please help us understand why under ASC 606 you
have combined these listing services with other services in determining your
performance obligation.  In addition, tell us how the final value fees and fees to
promote or feature listings from s ellers are calculated.  Also clarify if and how
promotion fees differ from listing fees.

4. We note that you generate revenue from revenue sharing arrangements.  Please provide
us with a comprehensive discussion of the terms of these arrangements including what
specified services are provided.  In addition, please provide us your analysis regarding
how you determined when you are a principal and when you are an agent in these
arrangements.  Reference ASC 606 -10-55-36 through 40 and ASC 606 -10-50-12(c).

5. We n ote your disclosure that your contracts may include promises to transfer multiple
services including discounts on future services.  Please tell us, and revise future filings to
clarify, which contracts contain multiple performance obligations.  In addition , please
clarify if these discounts are a material right and, if so, when the related revenue is
recognized.  Reference ASC 606 -10-50-12.

6. We note your disclosure that certain incentives provided to certain users from which you
do not earn revenue within t he context of the identified contract are recognized as sales
and marketing expenses.  Please provide us with a specific discussion of the nature of
these incentives and clarify your consideration of the identified contract.  In addition, tell
us how and w hy you concluded that these amounts should be classified as a reduction to
revenue under ASC 605 but are classified as sales and marketing expenses under ASC
606.

Note 7 – Derivative Instruments, page 15

7. We note that you entered into a warrant with a ser vice provider that entitles you to
acquire shares of the service provider.  You disclose that you account for the warrant as a
derivative under ASC 815, reflecting the derivative at fair value on your balance sheet
with changes in fair value reflected with in income.  However, you also indicate that the
“day -one value attributable to the warrants” was recorded as a deferred credit liability
that will be amortized over the life of the warrant.  Citing authoritative accounting
guidance, please tell us why you are deferring the day -one liability.  Also clarify how and
why the warrants were in an initial liability position and quantify for us the initial
deferred credit.

Devin N. Wenig
eBay Inc.
September 24, 2018
Page 4

We remind you that the company and its management are responsible for the accuracy
and ad equacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Lisa Sellars, Staff Accountant,  at (202) 551 -3348 or Andrew Blume,
Staff Accountant, at (202) 551 -3254  with questions regarding the se comments or related matters.
Please contact me at (202) 551 -3737  with any other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

Mail Stop 3561

October 19 , 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
Filed February 6, 2017
File No. 001-37713

Dear Mr. Wenig :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

		Document

 eBay Inc.

2025 Hamilton Avenue

San Jose, CA 95125

October 13, 2017

VIA EDGAR

Ms. Jennifer Thompson

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

 eBay Inc.

 Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2016

 Filed February 6, 2017

 File No. 001-37713

Dear Ms. Thompson:

Thank you for your letter dated October 11, 2017 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

To facilitate the Staff’s review, we have keyed our response to the headings and the numbered comment used in the Staff’s comment letter, which is reproduced in italics below. Our response follows the comment.

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 the 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 you experienced 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 foreign 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 vague to explain the material change to your financial statements.

We confirm that we will clarify our disclosures in future filings on Forms 10-K and 10-Q.  We will include disclosure that is consistent with your comment to explain that the step-up in tax basis for our foreign eBay platforms resulted from our election to terminate the existing tax ruling and finalize a new agreement with the foreign tax authority and the step-up in tax basis for our foreign Classifieds platforms resulted from voluntarily domiciling our foreign Classifieds intangible assets into a new tax jurisdiction. By including this disclosure, we do not believe it is necessary to include language regarding a change in tax status.

We intend to file our Form 10-Q for the quarter ended September 30, 2017 by Thursday, October 19, 2017.  As stated above, we will include the clarified disclosure in this filing.

*        *        *

In the instances indicated above, we believe that revisions in response to the Staff’s comment 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 filing 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 filing; 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. Please do not hesitate to contact the undersigned at (408-376-3214). In addition, you are welcome to contact Eric Haueter of Sidley Austin LLP at (415-772-1231).

 eBay Inc.

 Principal Accounting Officer:

 By:

 /s/ Brian J. Doerger

 Brian J. Doerger

 Vice President, Chief Accounting Officer

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

CORRESP
1
filename1.htm

		Document

 eBay Inc.

2025 Hamilton Avenue

San Jose, CA 95125

September 28, 2017

VIA EDGAR

Ms. Jennifer Thompson

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

 eBay Inc.

 Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2016

 Filed February 6, 2017

 File No. 001-37713

Dear Ms. Thompson:

Thank you for your letter dated September 18, 2017 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

To facilitate the Staff’s review, we have keyed our response to the headings and the numbered comment used in the Staff’s comment letter, which is reproduced in italics below. Our response follows the comment.

Notes to Consolidated Financial Statements

Note 15 - Income Taxes, page F-36

1.

 We note your response to comment 1 and have the following comments:

•

 Your response indicates that 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 foreign tax authority and was not due to the subsequent transfer of assets to a wholly-owned subsidiary. Your response also indicates that the step-up in tax basis for your foreign Classifieds platform resulted from voluntarily domiciling your foreign Classifieds intangible assets into a new tax jurisdiction and was not due to the subsequent transfer of assets to a wholly-owned subsidiary. As the disclosures within your Form 10-K and subsequent Forms 10-Q about realigning your legal structure may suggest that the step-up in tax bases and resulting impact on your book and cash income taxes was related to intra-entity transfers, please clarify your disclosures.

•

 We note your disclosure on page 43 that in the future the noncash tax impacts of the realignment in your foreign eBay platforms will significantly increase your income tax provision. We note you make a similar disclosure on page 34 of your June 30, 2017 Form 10-Q. Please revise your disclosure to better explain what these noncash tax impacts are and over what time period they will increase your income tax provision.

•

 We further note your disclosure on page 43 that you expect in the future that the cash tax benefits will remain consistent, subject to the performance of your foreign platforms. We note you make a similar disclosure on page 34 of your June 30, 2017 Form 10-Q. Please revise your disclosure to clarify over what time period you expect the cash tax benefits to remain consistent.

We confirm that we will clarify our disclosures in future filings on Forms 10-K and 10-Q.  We propose to include the following disclosure regarding our realignment activities affecting both our eBay and Classifieds platforms:

“The step up in tax basis(es) resulted from a change in tax status and consequently in the recognition of the associated tax benefit.”

Additionally, we confirm we will further explain the noncash impacts on our tax rate.  To the extent that such an explanation is required, we propose to include the following disclosure:

“In the future we expect the noncash tax impacts of the realignment in our foreign eBay (and Classifieds) platform(s) will significantly increase our income tax provision due to the termination, amendment or replacement of certain tax rulings, resulting in eBay being subject to a higher enacted tax rate in the respective jurisdictions for the foreseeable future.”

Lastly, we also confirm we will clarify the time period over which we expect to realize cash tax benefits and the uncertainty regarding the estimated time period considering the realization/utilization of these benefits is dependent on the future performance of our platforms in the jurisdictions in which we operate.  We propose to include the following disclosure:

“In the future, we expect these cash tax benefits to remain consistent, subject to the performance of our foreign platforms, for a period in excess of 10 years.”

*        *        *

In the instances indicated above, we believe that revisions in response to the Staff’s comment 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 filing 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 filing; 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 (408-376-3214). In addition, you are welcome to contact Eric Haueter of Sidley Austin LLP at (415-772-1231).

 eBay Inc.

 Principal Accounting Officer:

 By:

 /s/ Brian J. Doerger

 Brian J. Doerger

 Vice President, Chief Accounting Officer

Mail Stop 3561

September 18 , 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 August 24, 2017
File No. 001-37713

Dear Mr. Wenig :

We have reviewed  your August 24, 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 apply 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 August 14,
2017 letter .

Notes to Consolidated Financial Statements

Note 15 – Income Taxes, page F -36

1. We note your response to comment 1 and have the following comments:

 Your response indicates that the step -up in tax basis for your forei gn eBay
platforms resulted from your election to terminate the existing tax ruling and
finalize a new agreement with the foreign tax authority and was not due to the
subsequent transfer of assets to a wholly -owned subsidiary.  Your response also
indicates that the step -up in tax basis for your foreign Classifieds platform
resulted from voluntarily domiciling your foreign Classifieds intangible assets
into a new tax jurisdiction and was not due to the subsequent transfer of assets to

Devin N. Wenig
eBay Inc.
September 18 , 2017
Page 2

 a wholly -owned subsidiar y.  As the disclosures within your Form 10 -K and
subsequent Forms 10 -Q about realigning your legal structure may suggest that the
step-up in tax bases and resulting impact on your book and cash income taxes was
related to intra -entity transfers, please cla rify your disclosures.

 We note your disclosure on page 43 that in the future the noncash tax impacts of
the realignment in your foreign eBay platforms will significantly increase your
income tax provision.  We note you make a similar disclosure on page 34  of your
June 30, 2017 Form 10 -Q.  Please revise your disclosure to better explain what
these noncash tax impacts are and over what time period they will increase your
income tax provision.

 We further note your disclosure on page 43 that you expect in the  future that the
cash tax benefits will remain consistent, subject to the performance of your
foreign platforms.  We note you make a similar disclosure on page 34 of your
June 30, 2017 Form 10 -Q.  Please revise your disclosure to clarify over what time
period you expect the cash tax benefits to remain consistent.

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 Prod ucts

CORRESP
1
filename1.htm

		Document

 eBay Inc.

2025 Hamilton Avenue

San Jose, CA 95125

August 24, 2017

VIA EDGAR

Ms. Jennifer Thompson

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

 eBay Inc.

 Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2016

 Filed February 6, 2017

 File No. 001-37713

Dear Ms. Thompson:

Thank you for your letter dated August 14, 2017 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

To facilitate the Staff’s review, we have keyed our response to the headings and the numbered comment used in the Staff’s comment letter, which is reproduced in italics below. Our response follows the comment.

Notes to Consolidated Financial Statements

Note 15 - Income Taxes, page F-36

1.

 We note that during the fourth quarter of 2016, you began the process of realigning your legal structure to better reflect how you manage and operate your platforms and that you have achieved a substantial step-up in the tax basis of the intangible assets of your foreign eBay platforms. We further note that you recognized a tax benefit of $4.6 billion. We also note that in the first quarter of 2017, you achieved a step-up in the tax basis of the intangible assets of your foreign Classifieds platforms and recognized a tax benefit of $695 million and during the first half of 2017, you recognized a noncash income tax charge of $376 million caused by the foreign exchange remeasurement of the deferred tax asset related to the ongoing realignment of your legal structure. Please explain to us in further detail the changes that you made to your legal structure that allowed for these step-ups in tax basis. Please also explain to us in further detail how you determined the appropriate accounting treatment citing authoritative GAAP guidance, including how you determined it was appropriate to record the impact of these deferred tax assets in the income statement. Please also address your accounting for the remeasurement of the deferred tax assets and the related income tax charge.

We began the process of realigning our legal structure, subsequent to the distribution of PayPal Holdings, Inc., to better reflect how we manage and operate our platforms. While this process is still ongoing and aspects of the realignment will continue to evolve, we are generally moving away from operating and managing our foreign operations under a single international subsidiary. As noted in the MD&A, Note 15 of our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K), and the respective Notes in the 2017 Q1 and Q2 Forms 10-Q, the ongoing realignment of our legal structure has resulted and will result in the termination, amendment or replacement of certain tax rulings and during the initial stages of this realignment, we recognized a step-up in basis for certain intangible assets outside of the U.S. related to our eBay and Classifieds platforms in the fourth quarter of 2016 and first quarter of 2017, respectively. Subsequent to and separate from the tax basis step-up, we transferred the intangible assets related to our foreign eBay and Classifieds platforms to wholly-owned subsidiaries.

Accounting Standards Codification (“ASC”) 740 Income Taxes requires deferred taxes to be provided for all temporary differences between tax and book basis that will have future tax consequences, unless an exception is applicable. As the intangible assets under consideration are internally developed intangible assets, the cost basis in the consolidated financial statements is zero while the tax basis is valued at the estimated fair value, assuming an arm’s length transaction at the time of the activity that resulted in a tax basis step-up. Accordingly, a significant tax basis step-up would create a deferred tax asset in accordance with ASC 740. We note that ASC 740-10-25-3(e) and ASC 810-10-45-8 provides for a specific exception for intra-entity differences between the tax basis of the assets and their cost as reported in the consolidated financial statements. Under this exception, the tax effects of intra-entity asset transfers are deferred until the transferred asset is sold to a third party or otherwise recovered through use.

In evaluating whether the above referenced ASC740-10-25-3(e) exception was applicable to our circumstances, we carefully considered the applicable local tax law, existing and new tax agreements and other factors to assess whether the tax basis step-up resulted from an intra-entity transfer. The step-up in tax basis for our foreign eBay platforms resulted from our election to terminate the existing tax ruling and finalize a new agreement with the foreign tax authority, analogous to a change in tax status, not due to the intra-entity sale or transfer itself. In regards to the step-up in tax basis for our foreign Classifieds platform, we voluntarily domiciled our foreign Classifieds intangible rights into a new tax jurisdiction, and consequently obtained a step-up in tax basis in the new jurisdiction. Consequently, management concluded our circumstances did not qualify for the exception under ASC 740-10-25-3(e) and deferred tax assets and corresponding tax benefits of $4.6 billion and $695 million related to the foreign eBay and Classifieds platforms, respectively, were recognized based on the enacted tax rate expected to apply to taxable income in the years that the asset will be recovered.

ASC 740-10-45-19 and ASC 740-10-25-33 indicate that the effect of recognizing or derecognizing deferred tax assets or liabilities due to a change in tax status should be included in income from continuing operations on the approval date, or on the filing date, if approval is not necessary. Accordingly, it was considered appropriate to record the tax impact of step-ups in continuing operations in the fourth quarter of 2016, in the case of the foreign eBay platforms, and the first quarter of 2017, in the case of the foreign Classifieds platforms.

With respect to the remeasurement of the deferred tax assets, we considered ASC 830 Foreign Currency Matters which provides guidance regarding foreign currency transactions in consideration of the functional currency of the foreign entity. The functional currency of the respective foreign entities holding the intangible assets related to the foreign eBay and Classifieds platforms was determined to be EURO. The intangible assets resulting from the tax basis step-up for the foreign eBay platforms were denominated in USD, which was consistent with the tax agreement with the tax authority and the intangible assets resulting from the tax basis step-up for the foreign Classifieds platforms were denominated in EURO. Consequently, in accordance with ASC 830-20-35-1 and ASC 830-740-45-1, the remeasurement of the deferred foreign tax assets related to the foreign eBay platforms resulting from changes in exchange rates between the functional currency (EURO), and the currency in which the assets are denominated (USD), was included as part of the income tax provision for the respective periods as we believe that it is more useful.

*        *        *

We acknowledge that:

•

 we are responsible for the adequacy and accuracy of the disclosure in our filing 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 filing; 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 (408-376-3214). In addition, you are welcome to contact Eric Haueter of Sidley Austin LLP at (415-772-1231).

 eBay Inc.

 Principal Accounting Officer:

 By:

 /s/ Brian J. Doerger

 Brian J. Doerger

 Vice President, Chief Accounting Officer

Mail Stop 3561

August 1 4, 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
Filed February 6, 2017
File No. 001-37713

Dear Mr. Wenig :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Notes to Consolidated Financial Statements

Note 15 – Income Taxes, page F -36

1. We note tha t during the fourth quarter of 2016, you began the process of realigning your
legal structure to better reflect how you manage and operate your platforms and that you
have achieved a substantial step -up in the tax basis of the intangible assets of your
foreign eBay platforms.   We further note that you recognized a tax benefit of $4.6
billion.   We also note that in the first quarter of 2017, you achieved a step -up in the tax
basis of the intangible assets of your foreign Classifieds platforms and recognized a tax
benefit of $695 million and during the first half of 2017, you recognized a noncash
income tax charge of $376 million caused by the foreign exchange remeasurement of the
deferred tax asset related to the ongoing realignment of your legal structure.    Please
explain to us in further detail the changes that you made to your legal structure that
allowed for these step -ups in tax basis.   Please also explain to us in further detail how you
determined the appropriate accounting treatment citing authoritativ e GAAP guidance,

Devin N. Wenig
eBay Inc.
August 1 4, 2017
Page 2

 including how you determined it was appropriate to record the impact of these deferred
tax assets in the income statement.   Please also address your accounting for the
remeasurement of the deferred tax assets and the related income tax cha rge.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

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

June 12, 2015

John J. Donahoe
Chief Executive Officer
eBay Inc.
2065 Hamilton Avenue
San Jose, CA 95125

Re: eBay Inc.
Form 10-K for Fiscal Year Ended December 31, 2014
Filed February  6, 2015
File No. 000-24821

Dear Mr. Donahoe :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy a nd 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 rules require.

Sincerely,

 /s/ Jennifer Thompson   for

Mara L. Ransom
Assistant Director

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SEC Letter

eBay Inc.
 2065 Hamilton Avenue

San Jose, CA 95125

 June 4, 2015

VIA HAND DELIVERY AND EDGAR

 Ms. Mara L.
Ransom

 Assistant Director

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

eBay Inc.

Annual Report on Form 10-K for Fiscal Year Ended December 31, 2014

 Filed February 6, 2015

 File No.
000-24821

 Dear Ms. Ransom:

 We are
delivering this letter at the request of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) to provide additional detail regarding
certain matters discussed during the telephone conversation held on June 2, 2015 between the Staff and representatives of eBay Inc. (the “Company”).

At the meeting, the Staff and representatives of eBay discussed comment 16 of your letter dated May 7, 2015 (the “Letter”) setting forth
comments of the Staff on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2015 (the “Form 10-Q”), and the Company’s response dated May 14, 2015 (the “May 14 Response”). Terms not otherwise defined in this letter shall have the meanings set forth in the Form 10-K.

 As requested by the Staff, we have expanded on the May 14 Response to provide additional detail on the specific activities that were performed under
the identified control (i.e., that an analysis is performed quarterly to support the booking or release of valuation allowances). The May 14 Response indicated that (1) appropriate eBay personnel gather and analyze information to
determine whether a valuation allowance is required to be established or released, (2) analysis is performed, including the review of calculations and the preparation of supporting documentation, for valuation allowance positions and
(3) this documentation is supplemented by advice and information provided by external tax advisors. The following are the detailed control activities that supported those statements in the May 14 Response:

a)
Tax identifies business events and transactions that may require the booking or release of valuation allowances via regular meetings with other key functions in eBay.

 1

b)
Tax confirms that eBay FP&A forecasted profitability by entity is consistent with eBay’s business plan (relevant for assessing recoverability of NOLs);

c)
Tax assesses relevant information (changes in facts and circumstances, NOLs, capital losses, forecasts, etc.) to determine if a valuation allowance is required to be established or released. Tax evaluates all relevant
information and evidences review, inclusive of comments, on the tax provision checklist;

d)
Tax evaluates and reviews the position on foreign loss entities (FIN18 entities) (relevant for assessing recoverability of NOLs). Tax evidences review, inclusive of comments, on the tax provision checklist;

e)
Tax ensures completeness of tax planning strategies in the current period with information identified via cross-functional meetings in step a);

f)
If booking or release of a valuation allowance is expected, tax assesses the complexity of the transaction and confirms the balance sheet accounts impacted;

g)
Tax assesses the need for external tax advisors and consults, as necessary, with external tax advisors to evaluate the relevant transaction;

h)
Tax gathers and assesses relevant tax/tax accounting literature, assisted by external advisors (if applicable);

i)
Tax assesses the timing and measurement considerations of the booking/release by applying the relevant tax/tax accounting literature, assisted by external advisors (if applicable);

j)
Tax performs initial calculations, assisted by external advisors (if applicable);

k)
Tax prepares the appropriate journal entries, assisted by external advisors (if applicable);

l)
Tax/Tax accounting management review calculations and other documentation supporting the valuation allowance positions taken by eBay.

As part of evaluating the appropriateness of the release of the particular valuation allowance driving the identified deficiency, the Company’s analysis
and determinations with respect to a supportable release of the valuation allowance were—as indicated in the May 14 Response—performed and appropriately executed consistent with the guidance in ASC 740. In particular, the Company
completed the activities set forth in a, c, e, f and h, above. (We note that the activities set forth in b and d above were not relevant to this intercompany transaction as they relate to NOLs and not to a transaction designed to utilize capital
loss carryovers.) The Company also considered the uniqueness and complexity of the transaction and, in accordance

 2

 with the activity set forth in g above, determined it warranted the assistance of an external tax advisor. The
May 14 Response explained that the Company spent a significant amount of time together with its external advisor assessing the intercompany transaction and the relevant tax/tax accounting implications. This included identifying the need to
apply the intra period tax allocation rules in the context of the common understanding of the accounting treatment for intercompany transactions, as required in the activity set forth in i above. In this case, the Company’s application of the
intra period tax allocation rules that are designed to assign valuation allowance releases to either continuing operations or other comprehensive income (“OCI”) was erroneous. The allocation is accomplished in three steps:

Step 1 –

Compute total tax expense or benefit (including all components, including continuing operations, OCI, etc.)

Step 2 –

Compute tax attributable to continuing operations only

Step 3 –

Allocate the remaining portion of tax expense or benefit to the other components (i.e., OCI)

 The Company also considered the series of specific exceptions in the intra period allocation provisions of ASC 740 which
directly allocate certain transactions to a specific category of income. As a result, the Company’s initial calculations and journal entries (which are prepared pursuant to the activities set forth in j and k, above, respectively) reflected an
allocation of $105 million valuation allowance release to OCI in error. As indicated in the May 14 Response, this error occurred even after the Company had appropriately determined the timing and measurement of the valuation allowance release
and had appropriately identified the relevant tax/tax accounting literature. We believe that this occurred because the underlying transaction was an intercompany transaction with no continuing operations impact in the consolidated financial
statements and the initial tax accounting result appeared to be intuitively correct. Consequently, the Company did not subject the initial conclusion on the application of the intra period tax allocation rules to rigorous technical tax accounting
documentation, where we believe the Company would have identified the misapplication.

 As indicated in the May 14 Response, the design of the control
focused on the appropriateness of the establishment or release of valuation allowances based upon the guidance in ASC 740. We believe that the Company’s control operated effectively in that respect and that the Company had proper review in
place for the control. However, the control was not designed to extend to the documentation of the technical tax accounting analysis with respect to the interaction of intra period tax allocation rules in the context of an intercompany transaction
if a conclusion is reached to record or release a valuation allowance. It is our view that had the design of the control included the completion of the full tax accounting analysis of the intra period tax allocation rules, the initial recording of
the valuation allowance release would have reflected the appropriate allocation. Therefore, as indicated in the May 14 Response, the Company amended the valuation allowance control to reflect the following control activities:

a)
Tax identifies business events and transactions that may require the booking or release of valuation allowances via regular meetings with other key functions in eBay.

 3

b)
Tax confirms that eBay FP&A forecasted profitability by entity is consistent with eBay’s business plan (relevant for assessing recoverability of NOLs);

c)
Tax assesses relevant information (changes in facts and circumstances, NOLs, capital losses, forecasts, etc.) to determine if a valuation allowance is required to be established or released. Tax evaluates all relevant
information and evidences review, inclusive of comments, on the tax provision checklist;

d)
Tax evaluates and reviews the position on foreign loss entities (FIN18 entities) (Also relevant for assessing recoverability of NOLs). Tax evidences review, inclusive of comments, on the tax provision checklist;

e)
Tax ensures completeness of tax planning strategies in the current period with information identified via cross-functional meetings in step a);

f)
If booking or release of a valuation allowance is expected, tax assesses the complexity of the transaction and confirms the balance sheet accounts impacted;

g)
Tax assesses the need for external tax advisors and consults, as necessary, with external tax advisors to evaluate the relevant transaction;

h)
Tax gathers and assesses relevant tax/tax accounting literature, assisted by external advisors (if applicable);

i)
Tax assesses the timing and measurement considerations of the booking/release by applying the relevant tax and tax accounting literature, assisted by external advisors (if applicable);

j)
Tax performs initial calculations, assisted by external advisors (if applicable);

k)
Tax prepares the appropriate journal entries, assisted by external advisors (if applicable);

l)
Document technical support for application of tax/tax accounting literature, assisted by external advisors (if applicable), including intra period tax allocation rules;

m)
Tax/Tax accounting management review calculations and other documentation supporting the valuation allowance positions taken by eBay.

As stated in the May 14 Response, this approach to formally document detailed technical accounting analyses reflects how the Company has designed other
controls within eBay with respect to non-routine transactions or unique circumstances involving highly complex, technical or judgmental accounting matters.

Also as indicated in the May 14 Response, the Company concluded that the 17 COSO principles were present and functioning as of December 31, 2014.
This control deficiency impacts the Control Activities component of the COSO framework specifically focusing on principle 10 – Selects and Develops Control Activities. We have analyzed this control deficiency as described above and do not
believe this control deficiency is pervasive.

 4

 We believe the Company’s risk assessment processes continue to be effective and drive the appropriate
selection and implementation of controls necessary to respond to the risks of material misstatement in our financial statements. In the income tax area, specifically, the Company continually contemplates available tax planning strategies. During the
evaluation of the viability of the intercompany transaction, designed to utilize capital loss carryovers before expiration, the Company recognized the uniqueness and complexity of the transaction. Once the strategy was concluded to be viable, the
Company engaged external tax advisors to assist with the transaction, consistent with principle 9 – Identifies and Analyzes Significant Change.

 As
we described in the May 14 Response, we believe the root cause of the deficiency was the lack of full documentation of the tax accounting consequences of the transaction that, if complete, would have allowed the Company to identify the
misapplication of the intra period tax allocation rules. As such, the Company determined this to be a deficiency in the design of the control rather than in the operation of the control, and thus no wider implications for our risk assessment
processes.

*            *
 *

 We are available to discuss any of our responses at your convenience. Please do not hesitate to contact the undersigned at (408-967-4123).

Very truly yours,

eBay Inc.

By:

 /s/ Brian J. Doerger

Name:

Brian J. Doerger

Title:

Vice President, Chief Accounting Officer

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CORRESP

 eBay Inc.

2065 Hamilton Avenue

 San Jose, CA
95125

 June 2, 2015

 VIA HAND DELIVERY AND EDGAR

Ms. Mara L. Ransom

 Assistant Director

Division of Corporate Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
eBay Inc.

Annual Report on Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 6, 2015

File No. 000-24821

eBay Inc.

Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2015

Filed April 23, 2015

File No. 000-24821

 Dear Ms. Ransom:

Thank you for your letter dated May 26, 2015 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014
(the “Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (the “Form 10-Q”). The Letter was also addressed to PayPal Holdings, Inc. (“PayPal
Holdings”) and set forth the comments of the Staff on PayPal Holdings’ Registration Statement on Form 10-12B. PayPal Holdings is responding to those comments (numbered 1 to 9 in the Letter) by a separate letter to the Staff on the date
hereof.

 For the Staff’s convenience, the text of the Staff’s comments (numbered as they are in the Letter, beginning with comment number 10) is
set forth below in bold, followed in each case by the Company’s response. Terms not otherwise defined in this letter shall have the meanings set forth in the Form 10-K or Form 10-Q, as applicable.

 eBay Inc. Form 10-K for Fiscal Year Ended December 31, 2014

Item 9A: Controls and Procedures, page 72

10.
We are still considering your response to comment 16 and may have further comments.

Response: The Company acknowledges the Staff’s comment.

Form 10-Q for the Quarterly Period Ended March 31, 2015

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

 General and
Administrative, page 37

11.
We note your response to comment 18. Please confirm our assumption, if true, that no income statement line items other than general and administrative expenses are materially impacted by your global workforce
reduction plan, including that you do not expect material reductions to revenue resulting from this reduction in workforce and that you do not expect these cost reductions to be offset by material increases in other expenses. If our assumption is
incorrect, please further revise your analysis of results of operations to address these matters.

Response: As noted in our Form 10-Q for the period ended March 31, 2015, during the first quarter we recognized approximately
$119 million of restructuring expenses. “Note 15 — Restructuring” on page 28 of our Form 10-Q discloses that these costs were aggregated in general and administrative expenses on our condensed consolidated statement of income for the
period ended March 31, 2015. We confirm that no other income statement line item during the quarter was materially impacted by this charge.

As noted in our previous response to comment 18 of our letter dated May 14, 2015, we expect to generate annual savings of more than $300
million across the company as a result of this restructuring activity. These costs savings will primarily impact sales and marketing and product development expenses. Also as noted in our previous response, we expect to reinvest these cost savings
back into other areas of the business to drive additional growth. In response to the Staff’s comment, and beginning with our Form 10-Q for the period ended June 30, 2015, we will include disclosure similar to the example disclosure
below, which is based on first quarter information, to clarify the financial statement line items impacted.

 We confirm to the Staff that
we do not expect material reductions to revenue resulting from the reduction in workforce.

 Example disclosure:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 2

 General and Administrative

General and administrative expenses increased $200 million, or 43%, during the three months ended March 31, 2015 compared to the same
period of the prior year. The increase was due primarily to restructuring costs related to our global workforce reduction and costs related to our planned separation of our PayPal business (as discussed in Overview above). In January 2015, at a
regular meeting of our Board of Directors (the “Board”), the Board approved a plan to implement a strategic reduction of our existing global workforce. As a result, we are reducing our workforce globally. The reduction is expected to be
substantially completed in the first half of 2015 and generate annual savings of more than $300 million across the Company, primarily impacting sales and marketing and product development expenses. The savings in these line items are expected to be
offset by additional expenses as we reinvest back into these areas of the business to drive additional growth. See “Note 15 — Restructuring” to the condensed consolidated financial statements included in this report. General and
administrative expenses as a percentage of net revenues were 15% and 11% for the three months ended March 31, 2015 and 2014, respectively.

Liquidity and Capital Resources

In January 2015, at a regular meeting of our Board of Directors (the “Board”), the Board approved a plan to implement a strategic
reduction of our existing global workforce. As a result, we are reducing our workforce globally. The reduction is expected to be substantially complete in the first half of 2015. The savings expected to be realized as a result of the global
workforce reduction are expected to be offset by additional expenses as we reinvest back into other areas of the business to drive additional growth. During the first quarter of 2015 we recognized total restructuring expense of approximately $119
million for which approximately $45 million was paid during the quarter. Substantially all of the remaining accrued liability as of March 31, 2015 is expected to be paid during the second quarter of 2015.

*        *        *

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.

*        *        *

In response to your request, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

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

 3

•

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.

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 Trevor S. Norwitz of Wachtell, Lipton, Rosen & Katz at (212-403-1333).

Very truly yours,

eBay Inc.

By:

 /s/ Brian J. Doerger

Name:

Brian J. Doerger

Title:

Vice President, Chief Accounting Officer

 4

May 26 , 2015

Daniel H. Schulman
President
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131

John J. Donahoe
Chief Executive Officer
eBay Inc.
2065 Hamilton Avenue
San Jose, California 95125

Re: PayPal Holdings, Inc.
 Amendment No. 2 to Form 10-12B
Filed May 14 , 2015
File No. 001 -36859
eBay Inc.
Form 10 -K for Fiscal Year Ended December 31, 2014
Response dated May 14 , 2015
File No. 000 -24821

Dear M essrs . Schulman and Donahoe :

We have reviewed  your May 14 , 2015 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 apply to your facts and circumstances, please tell us why in your r esponse.

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 our May 7, 2015
letter .

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 26, 2015
Page 2

 PayPa l Holdings, Inc. Amendment No. 2  to Form  10-12B filed May 14 , 2015

General

1. In responding to our comments, please provide a written statement from PayPal
Holdings, Inc. acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
 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 Commissi on or any person under the federal securities laws of the United
States.

Exhibit 99.1

Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data, page 13

2. You state on page 13 that you derived the combined statement of income data for t he
quarter ended March 31, 2015 and 2014 from your audited combined financial statements
included elsewhere in the information statement.  As the March 31, 2015 and 2014
combined financial statements starting on page F -41 are labeled as unaudited, please
revise your disclosure on page 13 for consistency.

3. Please tell us whether you provided balance sheet information as of March 31, 2014 here
and on page 52 due to the seasonal fluctuations of your financial condition.  If so, tell us
how you considered pro viding an interim balance sheet as of March 31, 2014 within your
historical financial statements.  If you do not experience seasonal fluctuations in your
financial condition warranting inclusion of a March 31, 2014 balance sheet within your
historical fina ncial statements, please revise your disclosure so that you no longer
indicate that the March 31, 2014 balance sheet information is derived from the financial
statements included elsewhere in this filing.

4. As you have populated pro forma earnings per share  in your unaudited pro forma
financial statements on pages 54 and 55, please also populate pro forma earnings per
share within this section as well as selected financial data on page 52.

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 26, 2015
Page 3

 Unaudited Pro Forma Condensed Combined Financial Statements

Unaudited Pro Forma Condensed Combined Statement of Income, page 54

5. We note your revision to footnote (b) in response to comment 4.  Your current disclosure
indicates that eBay’s customer protection program will no longer be administered by
PayPal, and th erefore these costs will not be reimbursed by eBay after the distribution.
Based on this disclosure, it appears that the net impact on your expenses would be zero as
you would no longer incur these expenses or receive reimbursement for them.  To better
clarify why your expenses will increase, please also disclose in footnote (b) that you will
extend your customer protection program to your customers’ purchases on eBay, and
therefore you will incur incremental costs associated with your customer protection
programs after the distribution.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Impact of Foreign Currency Rates, page 74

6. We note your statement on page 75 that foreign currency movements relative to the U.S.
dolla r did not have a significant impact on net income for the three months ended March
31, 2015.  Please explain to us in more detail how you concluded that there was no
significant impact on net income for the three months ended March 31, 2015.  As part of
your response, please tell us why a decrease in revenue of $80 million did not result in a
similar decrease in pre -tax income, including whether you experienced offsetting declines
in expenses.   If you experienced offsetting declines in expenses, please revi se your
disclosure to clarify that to your investors.

Financial Results —Three Months Ended March 31, 2015 and 2014

Transaction expense, page 81

7. We note that the funding mix used by your customers became more favorable from 2012
to 2013, from 2013 to 201 4 and from the three months ended March 31, 2014 to the three
months ended March 31, 2015.  Please tell us how you considered addressing this
apparent trend in more detail to provide your investors with greater insight into the
underlying factors that have  driven the improvement in your transaction expense rate and
to allow your investors to better assess the likelihood that such a trend will continue.

Restructuring, page 83

8. We note that you expect to generate annual savings of more than $130 million from  your
global workforce reduction plan.  Please revise your disclosure to identify the line items
on your income statement that you expect to be materially impacted.  Additionally, please

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 26, 2015
Page 4

 tell us if you expect material reductions to revenue resulting from this reduction in
workforce and if you expect these cost reductions to be offset by material increases in
other expenses.  If so, please further revise your analysis of results of operations to
address these matters and  provid e quantification where possibl e.  Refer to SAB Topic
5:P.4.

Compensation Discussion and Analysis

Severance and Change in Control Arrangements with Executive Officers …, page 107

9. We note that in the event of a termination of Mr. Schulman’s employment by you without
cause or resignation of Mr. Schulman for good reason following a change in control you
will be obligated to pay and provide certain benefits.  Please expand your disclosure  to
briefly define  “without cause,”  “good reason ” and “change in control.”   Please also
define the terms “without cause” and “good reason” as they relate to Mr. Ready’s
Braintree RSU agreements.

eBay Inc. Form 10 -K for Fiscal Year Ended December 31, 2014

Item 9A: Controls and Procedures, page 72

10. We are still considering your response to comment 16 and may have further comments .

Form 10 -Q for the Quarterly Period Ended March 31, 2015

Item 2: Management's Discussion and Analysis of Financial Condition an d Results of Operations

Results of Operations

General and Administrative, page 37

11. We note your response to comment 18.  Please confirm our assumption, if true, that no
income statement line items other than general and administrative expenses are materi ally
impacted by your global workforce reduction plan, including that you do not expect
material reductions to revenue resulting from this reduction in workforce and that you do
not expect these cost reductions to be offset by material increases in other e xpenses.  If
our assumption is incorrect, please further revise your analysis of results of operations to
address these matters.

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 26, 2015
Page 5

 You may contact Jarrett Torno, Staff Accountant , at (202) 551 -3703 or Jennifer
Thompson, Accounting Branch Chief, at (202) 551-3737 if you have questions regarding
comments on the financial statements and re lated matters.  Please contact Daniel Porco, Staff
Attorney , at (202) 551 -3477 or Liz Walsh, Staff Attorney, at (202) 551 -3696 or  me at (202) 551 -
3720 with any other questions.

Sincerely,

  /s/ Jennifer Thompson   for

Mara L. Ransom
Assistant Director

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SEC Response Letter

 eBay Inc.

2065 Hamilton Avenue

 San Jose, CA
95125

 May 14, 2015

 VIA HAND DELIVERY AND EDGAR

Ms. Mara L. Ransom

 Assistant Director

Division of Corporate Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
eBay Inc.

 Annual Report on Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 6, 2015

 File
No. 000-24821

 eBay Inc.

Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2015

Filed April 23, 2015

 File
No. 000-24821

 Dear Ms. Ransom:

 Thank you for your
letter dated May 7, 2015 (the “Letter”) addressed to eBay Inc. (the “Company” or “eBay”) 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “Form 10-K”) and the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015 (the “Form 10-Q”). The Letter was also addressed to PayPal Holdings, Inc. (“PayPal Holdings”) and set forth the comments of the Staff
on PayPal Holdings’ Registration Statement on Form 10-12B. PayPal Holdings is responding to those comments (numbered 1 to 11 in the Letter) by a separate letter to the Staff on the date hereof.

For the Staff’s convenience, the text of the Staff’s comments (numbered as they are in the Letter, beginning with comment number 12) is set
forth below in bold, followed in each case by the Company’s response. Terms not otherwise defined in this letter shall have the meanings set forth in the Form 10-K or Form 10-Q, as applicable.

 eBay Inc. Form 10-K for Fiscal Year Ended December 31, 2014

General

12.
The written representations we requested in our prior letter were to be from the Company. However, your response letter was from your external counsel. Please provide the representations previously requested in a
written statement from the Company.

 Response: We acknowledge the Staff’s comment and have drafted
this response letter to respond to the Staff’s comments that relate to eBay’s Form 10-K and Form 10-Q. The Company also hereby affirms the representations made in the April 9, 2015 response letter.

13.
A Settlement Agreement by and between the Department of the Treasury’s Office of Foreign Assets Control (OFAC) and PayPal dated March 23, 2015 indicates that your subsidiary PayPal processed transactions
involving Cuba and Sudan. We note also that recent news reports suggest that items recently taken from Syria are being sold on eBay and that PayPal is being used to send money to Syria.

Cuba, Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions
and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Cuba, Sudan and Syria, whether through subsidiaries, affiliates, partners, joint ventures or other direct or indirect arrangements.
In this regard, we note your disclosure, on pages 42 and F-31 of the 10-K, regarding PayPal’s activities that may have violated OFAC sanctions regulations. You should describe any services, products, information or technology you have provided
to Cuba, Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

Response: PayPal, Inc. (“PayPal”) does not do business with or have agreements with the governments of Cuba,
Sudan or Syria or any entities they control. PayPal prohibits access to its website from Cuba, Sudan, Syria, North Korea and Iran, and does not allow people or companies in those countries to register for PayPal accounts. We block IP addresses known
to be associated with entities in these countries, and devote significant resources to avoid doing business with sanctioned countries and to preventing payments to or from them.

Since April 2013, PayPal has been scanning transactions in real time, looking for payments in possible violation of OFAC regulations, including
payments to or from Cuba, Sudan and Syria. We block or reject any such payments, as appropriate, when identified. Prior to 2013, PayPal also scanned transactions, although not in real time. As a result, before April 2013, some payments were
processed before they were identified as prohibited. PayPal self-disclosed the processing of these payments to OFAC as possible violations. PayPal’s March 2015 settlement with OFAC covered such transactions

 2

between 2009 and 2013 in possible violation of the Cuba, Sudan and Iran sanctions; there were no alleged violations of the Syria sanctions in the settlement. The violations did not include any
payments to or from the governments of Cuba, Sudan or Syria. Many of the violations related to embargoed goods and involved sales of Cuban, Iranian, and Sudanese-origin goods and services by non-Cubans, Iranians and Sudanese, (e.g., the sale
of collectible Cuban stamps by non-Cubans). The settlement with OFAC covered the following transactions relating to Cuba, Iran and Sudan:

•

98 transactions totaling $19,334.89 relating to alleged violations of the Cuban Assets Control Regulations;

•

125 transactions totaling $8,257.66 relating to alleged violations of the Iranian Transactions and Sanctions Regulations; and

•

33 transactions totaling $3,314.43 relating to alleged violations of the Sudanese Sanctions Regulations.

In April 2013, we introduced proprietary systems that allow for state-of-the-art, real-time scanning of payments to block or reject, as
appropriate, prohibited payments before they are processed. Recently, some media have inaccurately reported that ISIS has illegally trafficked and profited from cultural goods on eBay. eBay and PayPal have found no evidence that the reported sales
of two coins occurred, or that those coins were real, even after contacting the U.S. State Department. While eBay does see the illegal trafficking of cultural goods as a threat, we invest in this area and have strong partnerships with experts to
identify illegal activity in this space.

14.
You disclose on pages 42 and F-31 PayPal’s settlement discussions with OFAC regarding possible violations of sanctions regulations arising from PayPal’s practices between 2009 and 2013. You also disclose
that PayPal has reported to OFAC more recent transactions that may have violated sanctions regulations. To the extent the possible violations you disclose are not covered by the March 23 Settlement Agreement, please tell us the nature of the
possible violations, including the countries involved, and the maximum amount of the OFAC penalties to which PayPal may be subject as a result of the possible violations.

Response: As noted in the Registration Statement, the Company has self-disclosed to OFAC certain possible violations that may
have occurred subsequent to the implementation of the real-time scanning systems and that were not covered by the settlement. These instances, which are still under review, are of the same nature as those covered in the settlement, namely
transactions processed referencing sanctioned countries (Cuba, Iran, Sudan, Syria, Burma and North Korea) or embargoed goods, or involving entities on OFAC’s “Specially Designated Nationals” list. Most of these transactions were
appropriately flagged by the Company’s real-time scanning systems, which of necessity capture many “false positives” (due to such factors as the common or similar sounding names or email addresses) that then have to be manually
reviewed for conformance. A majority of these self-reported transactions were processed (or rejected instead of being blocked) due to human error. We have invested, and are continuing to

 3

invest, significant resources in technology, training and education to continually improve our systems and processes. It is impossible to predict how and when OFAC will assess these possible
violations. If OFAC considers them to be non-egregious, the maximum penalty would be half of the transaction value (PayPal’s average payment is $68). If OFAC considers them to be egregious, the maximum penalty could be $125,000 per
violation. Although there is no way for us to be certain, we believe that any penalty that OFAC ultimately chooses to bring against us for these self-reported transactions would be much smaller than the maximum possible penalty given the substantial
efforts we continue to make to improve our systems and processes in this area, the size and number of transactions, and the fact that some of the transactions that were incorrectly processed were nonetheless rejected so that no money was transferred
despite the error.

15.
Please discuss the materiality of any contacts with Cuba, Sudan and Syria you describe in response to the comments above, and whether those contacts constitute a material investment risk for your security holders.
You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms
of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Sudan and Syria.

Response: There have been no contacts of any kind between PayPal and the governments of Cuba, Sudan or Syria, or any entities
that they control. As explained above, PayPal’s settlement with OFAC covered payments relating to embargoed goods or transactions involving Cuban nationals. These transactions were not material – either individually or on an aggregate
basis. The settlement with OFAC covered the following transactions relating to Cuba, Iran and Sudan:

•

98 transactions totaling $19,334.89 relating to alleged violations of the Cuban Assets Control Regulations;

•

125 transactions totaling $8,257.66 relating to alleged violations of the Iranian Transactions and Sanctions Regulations; and

•

33 transactions totaling $3,314.43 relating to alleged violations of the Sudanese Sanctions Regulations.

Item 9A: Control and Procedures, page 72

16.
 We note in your response to comment 34 that the internal control relevant to the accounting error was a quarterly analysis to support the booking
or release of a

 4

valuation allowance. You state that deficiency was in the control design as this was a complex intercompany transaction that had non-routine tax accounting implications. You state that the
maximum exposure of the control failure was not material and refer to the amount of valuation allowances on capital loss carryover and operating loss carryforward. Please address the following:

•

Describe in greater detail the specific nature and design of the control that failed. Also as it relates to the precision of the control, describe how the review control was appropriately executed even though
the accounting literature was incorrectly applied;

•

Explain how the design of the control “did not extend to include full documentation of the resulting tax accounting consequences that would be required under ASC 740 – Income Taxes.” Include
also a detailed discussion of the nature and cause of the control deficiency;

 Response: As noted in our
prior response, the control that failed is a quarterly control (An analysis is performed quarterly to support the booking or release of valuation allowances). The underlying process of the control includes appropriate eBay personnel gathering and
analyzing information to determine whether a valuation allowance is required to be established or released. The analysis is based on information including forecasted profitability by entity, business strategy, transactions and events within the
business, and viable planning strategies. The scope of the analysis performed includes all entities/jurisdictions and all types of attributes, and there is no threshold applied for the performance or review of the analysis. If a judgment is made
regarding the actual recording or release of a valuation allowance due to immateriality, such judgment would be made as an outcome of the review of the quarterly analysis and is documented as part of the review sign-off. Review of the analysis
performed includes review of the calculations and supporting documentation for all valuation allowance positions. The supporting documentation and calculations are comprised of evidence prepared by eBay’s tax personnel (documentation of viable
tax planning strategies) or gathered from other finance functions, including treasury (detailed securities trading and investment activity) and FP&A (forecasted profit/loss by entity). This documentation is supplemented by advice and information
provided by external tax advisors. The objective of the control is to ensure valuation allowance bookings and releases are appropriately calculated based on supporting information and that appropriate judgments and accounting standards are applied
regarding the timing and basis of the bookings or releases.

 As part of evaluating the appropriateness of the release of the
particular valuation allowance driving the identified deficiency, our analysis and determinations with respect to a supportable release of the valuation allowance were performed and were appropriately executed consistent with the guidance in ASC
740. However, specific to this particular intercompany transaction, intra period allocation rules should have been specifically and rigorously analyzed related to appreciation on Available-for-Sale (AFS) Securities when there is a valuation
allowance release in order to determine which portion of the benefit resulting from the valuation allowance release should be recorded

 5

in continuing operations and which portion should be recorded in other comprehensive income. We spent a significant amount of time evaluating the intercompany transaction which was done as a tax
planning strategy to utilize capital losses prior to expiration. As part of this assessment we engaged external tax advisors in planning and designing the execution of this transaction and to ensure a timely transaction that would result in the
utilization of the capital losses and support a subsequent release of the valuation allowance. This included assessing:

•

Whether this intercompany transaction resulted in a true realization event of the capital loss carryforwards under the tax rules and considering the relevant accounting guidance;

•

The new basis of the investment after the intercompany transaction and the cash tax savings from this transaction; and

•

The appropriate time of the release of the valuation allowance based on the guidance in ASC 740 – As part of this, we evaluated the legal, regulatory, commercial and strategic reasons of such a sale, soliciting
input from other internal stakeholders, including corporate development, treasury and FP&A.

 After careful consideration
of the applicable accounting literature and accounting firm guidance, we concluded that the fourth quarter of 2014 was the appropriate time to release the valuation allowance set up against all prior capital losses. We also considered the intra
period allocation rules, including discussions with our external tax advisors and independent auditors, however the full tax accounting analysis of the application of these rules was not

May 7 , 2015

Daniel H. Schulman
President
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131

John J. Donahoe
Chief Executive Officer
eBay Inc.
2065 Hamilton Avenue
San Jose, California 95125

Re: PayPal Holdings, Inc.
 Amendment No. 1 to Form 10-12B
Filed April 9, 2015
File No. 001 -36859
eBay Inc.
Form 10 -K for Fiscal Year Ended December 31, 2014
Response dated April 9, 2015
File No. 000 -24821

Dear M essrs . Schulman and Donahoe :

We have reviewed  your April 9, 2015 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 apply to your facts and circumstances, please tell us why in your r esponse.

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 our March 27,
2015 letter .

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 7, 2015
Page 2

 PayPal Holdings, Inc. Amendment No. 1 to Form  10-12B filed April 9, 2015

Exhibit 99.1

PayPal, page 7

1. We note your response to comment 2.  Your current disclosure indicates that a market
may be something other than an individual country, but it does not clearly explain under
what circumstances you have defined a market as something other than an individual
country.  In light of the focus that your filing places on the number of markets in which
you operate, please explain this matter to us in more detail, and revise your disclosure to
better explain  this matter to your investors.

Selected Historical Combined F inancial Data of PayPal, page 50

2. We note your response to comment 4.  Please revise your introductory paragraph to the
selected financial data to discuss the pro for ma financial information an d state from
where it was derived.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 54

3. Footnote (a) appears to indicate that you will earn lower revenue  from eBay after the
separation.  Please explain to us in more detail why you will earn lower revenue  from
eBay for your payment services  after the separation.  Additionally, please revise this
footnote to either disclose  more information about this reduct ion in revenue from eBay or
provide a cross -reference to another location in your filing where you have discussed this
matter.

4. Please refer to the third sentence of footnote (b).  Please tell us whether the statement
“these expenses were historically elim inated in eBay’s consolidated financial statements”
indicates that eBay’s consolidated financial statements did not capture the costs incurred
by the consolidated company related to Buyer Protection Losses and Buyer Protection
Services.  If so, please tell  us the basis in GAAP for not reflecting these expenses in
eBay’s consolidated financial statements.  If not, please revise your footnote to better
explain this matter.

Business, page 55

5. We note your response to comment 12.  Please revise the disclosure in your registration
statement to clarify the role of both Braintree and Venmo in your business.  Please also
explain how these acquisitions “strengthened” your business if “nearly all of the services
provided by Braintree and Venmo are provided by other P ayPal products.”

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 7, 2015
Page 3

 Protecting Merchants and Consumers, page 60

6. We note your response to comment 16.  Please revise the disclosure in your registration
statement to clarify the basis for your statement that your protections for merchants and
consumers “are generally much broader than those protections provided by other
participants in the payments industry.”

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 77

7. We note your response to comment 21.  We also note that you continue to list funding
through your strategic and financial partners as a possible source of future funding on
pages 77 and 78.  Please revise your disclosure to better explain who your strategic and
financial partne rs are other than eBay, as we believe this may be unclear to your
investors.

Combined Statement of Income, page F -4

8. We note your response to comment 24 and have the following comments:

 It appears from your response that the costs classified by eBay as y our cost of
services are presented on your income statement as transaction expense and customer
support and operations.  It also appears that you could present these two line items
directly below net revenue and then present a subtotal which would appropri ately
capture your gross profit.  Please confirm these assumptions, if true, or explain thi s
matter to us in more detail; and
 Additionally, please tell us in more detail why you do not believe gross profit is a
meaningful measure of performance for a compa ny such as PayPal.  Please note that
we would not object to your presentation of more than one line item within the cost of
services category of expenses.

Notes to Combined Financial Statements

Note 1 – Overview and Summary of Significant Accounting Pol icies, page F -8

9. We note your response to comment 23.  If you do not include audited financial statements
of PayPal please revise  your disclosures concerning PayPal here or in another footnote to
the predecessor’s financial statements to clearly state, if true, that PayPal has not
commenced operations and has no assets or liabilities.  Additionally, please confirm our
assumption, if true, that PayPal has no commitments or contingent liabilities.

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 7, 2015
Page 4

 10. We note your response to comment 26.  You state in your respo nse that revenues earned
from eBay and its subsidiaries were excluded from net revenues of the Payments segment
presented in eBay’s Form 10 -K.  However, we note that you disclose a line item on page
F-18 of eBay’s Form 10 -K for the fiscal year ended Decemb er 31, 2014 (“eBay 2014 10 -
K”) entitled “[e] liminati on of inter -segment net revenue.”  We have the following
comments:

 Please tell us what is included in the “[e] liminati on of inter -segment net revenue” line
item, whether revenues earned from other operat ing segments of eBay were included
in the revenues presented for each of eBay’s reportable s egments, and if so the
amounts;
 Please also tell us how eBay complied with ASC 280 -10-50-22, which requires the
disclosure of revenues from external customers as well as revenues from other
operating segments if the amounts are included in the determination of operating
income (loss) or are otherwise re gularly provided to your CODM;
 We note your disclosure on page F -30 that you recorded revenues of $113 million
that were earned from eBay and its subsidiaries for the year ended December 31,
2014, which is larger than the $57 million of intercompany revenues that were
eliminated from total reportable segment revenues to arrive at consolidated eBay net
income.  Please tell us why the amount eliminated is less than the amount your
Payments segment earned from eBay and its subsidiaries; and
 Please provide us with a reconciliation  from the amount of net revenues for the year
ended December 31, 2014 of the Payments segment presented in the eBay 2014 10 -K
to the amount of PayPal Inc. net revenues presented in the Information Statement.

Note 11 – Related Party Transactions, page F -29

11. We note your disclosure on page F -30 that you recover certain costs  from eBay relating
to customer protection programs that are recorded as reductions to transacti on losses,
customer support and operations and general and administrative expenses.  Please tell us
more about these programs, and specifically if you are rende ring a service for which out -
of-pocket costs are being reimbursed to you by eBay.  Additionally, please tell us in
detail why presentation of these reimbursements  as contra expenses is appropriate, citing
relevant U.S. GAAP in your response.  Lastly, in th e context of these contra expenses,
please tell us whether you believe PayPal’s historical financial statements as presented in
this Form 10 repres ent all costs of doing business.  Refer to SAB Topic 1:B.1.

eBay Inc. Form 10 -K for Fiscal Year Ended Decemb er 31, 2014

General

12. The written representations we requested in our prior letter were to be from the
Company.  However, your response letter was from your external counsel.  Please

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 7, 2015
Page 5

 provide the representations previously requested in a written statement f rom the
Company.

13. A Settlement Agreement by and between the Department of the Treasury’s Office of
Foreign Assets Control (OFAC) and PayPal dated March 23, 2015 indicates that your
subsidiary PayPal processed transac tions involving Cuba and Sudan.   We note  also that
recent news reports suggest that items recently taken from Syria are being sold on eBay
and that PayPal is being used to send money to Syria.

Cuba, Sudan and Syria are designated by the Department of State as state sponsors of
terrorism, and ar e subject to U.S. economic sanctions and export controls.   Please
describe to us the nature and extent of your past, current, and anticipated contacts with
Cuba, Sudan and Syria, whether through subsidiaries, affiliates, partners, joint ventures or
other d irect or indirect arrangements.   In this regard, we note your disclosure, on pages 42
and F -31 of the 10 -K, regarding PayPal’s activities that may have violated OFAC
sanctions regulations.   You should describe any services, products, information or
technol ogy you have provided to Cuba, Sudan or Syria, directly or indirectly, and any
agreements, commercial arrangements, or other contacts you have had with the
governments of those countries or entities they control.

14. You disclose on pages 42 and F -31 PayPal’s  settlement discussions with OFAC regarding
possible violations of sanctions regulations arising from PayPal’s practices between 2009
and 2013.   You also disclose that PayPal has reported to OFAC more recent transactions
that may have violated sanctions re gulations.   To the extent the possible violations you
disclose are not covered by the March 23 Settlement Agreement, please tell us the nature
of the possible violations, including the countries involved, and the maximum amount of
the OFAC penalties to whi ch PayPal may be subject as a result of the possible violations.

15. Please discuss the materiality of any contacts with Cuba, Sudan and Syria you describe in
response to the comments above, and whether those contacts constitute a material
investment risk f or your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.   Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company's reputation and share value.   Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.   You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Cuba, Sudan and Syria.

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 7, 2015
Page 6

 Item 9A: Controls and Procedures, page 72

16. We note in your response to comment 34 that the internal control relevant to the
accounting error was a quarterly analysis to support the booking or release of a valuation
allowance.   You state that deficiency was in the control design as this was a complex
intercompany transaction that had non -routine tax accounting implications. You s tate that
the maximum exposure of the control failure was not material and refer to the amount of
valuation allowances on capital loss carryover and operating loss carryforward. Please
address the following:

 Describe in greater detail the specific nature and design of the control that
failed.   Also as it relates to the precision of the control, describe how the review
control was appropriately executed even though the accounting litera ture was
incorrectly applied;
 Explain how the design of the control “did  not extend to include full documentation
of the resulting tax accounting consequences that would be required under ASC   740
– Income Taxes.”   Include also a detailed discussion of the nature and cause of the
control deficiency;
 Describe in detail your eva luation of the severity of the control deficiency identified
in your response and how it considered whether it was reasonably possible that the
identified control deficiency would fail to prevent or detect a material
misstatement.   Refer to the factors beg inning on page 35 of SEC Release No. 33 -8810
“Commission Guidance Regarding Management’s Report on Internal Control Over
Financial Reporting Under Section 13(a) or 15(d) of the Securities Exchange Act of
1934 ”;
 Tell us which COSO component(s) were affected  by the control deficiency.   In
addition, tell us how you evaluated whether there were any deficiencies in your risk
assessment controls and processes resulting in the error and, if so, how you evaluated
the severity of those deficiencies; and
 Tell us if you made or plan to make changes or improvements in your internal control
over financial reporting (ICFR) as a result of the identification of the error, and what
those changes are.

Form 10 -Q for the Quarterly Period Ended March 31, 2015

Notes to the Con densed Consolidated Financial Statements

Note 9 – Commitments and Contingencies, page 20

17. We note your responses to comments 28 and 33.  As comment 28 was also applicable to
eBay, please tell us why you have not revised your commitments and contingencies
footnote to describe and quantify your exposure under the buyer and seller protection
programs , and confirm to us you will include it in any applicable future filings.  You also

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 7, 2015
Page 7

 make reference in your response to certain disclosures in MD&A related to thes e
programs.  While we do not object to the discussion and analysis of the impact of these
programs in MD&A, the disclosure requirements of ASC 460 -10-50 are required to be
included in your financial statements. Lastly, in your response, please also show us  what
your disclosure would have looked like had it been included in your most recently filed
Form 10 -Q.

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

General and Administrative, pag e 37

18. We note your disclosure on pages 28, 29 and 37 related to the restructuring costs
associated with your global workforce reduction plan.  To the extent material, the
expected effects on future earnings and cash flows resulting from the plan (for examp le,
reduced employee expense) should be quantified and disclosed, along with the initial
period in which those effects are expected to be realized.  This includes whether the cost
savings are expected to be offset by anticipated increases in other expenses  or reduced
revenues.  Please revise future filings to discuss these impacts and show us in your
response what your discl

CORRESP
1
filename1.htm

SEC Response Letter

 Wachtell, Lipton, Rosen & Katz

 MARTIN LIPTON

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MASON

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GEORGE A. KATZ (1965-1989)

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H. FOGELSON (1967-1991)

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OF COUNSEL

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 April 9, 2015

VIA HAND DELIVERY AND EDGAR

 Ms. Mara L.
Ransom

 Assistant Director

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
PayPal Holdings, Inc.

 Registration Statement on Form 10-12B

Filed February 25, 2015

File No. 001-36859

 eBay Inc.

 Annual Report on Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 6, 2015

 File
No. 000-24821

 Dear Ms. Ransom:

 On
behalf of our clients, eBay Inc. (“eBay”), a Delaware corporation, and PayPal Holdings, Inc. (“PayPal,” and, together with eBay, the “Companies”), a Delaware corporation

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 April 9, 2015

  Page
 2

and a wholly owned subsidiary of eBay, we are providing the Companies’ responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) set forth in your letter, dated March 27, 2015, with respect to eBay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and PayPal’s
Registration Statement on Form 10 (File No. 001-36859) (the “Registration Statement”).

 This letter and Amendment
No. 1 (“Amendment No. 1”) to the Registration Statement are being filed electronically via the EDGAR system today. In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with six copies of Amendment
No. 1 marked to indicate changes from the version of the Registration Statement filed on February 25, 2015.

 For the
Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by PayPal’s or eBay’s response. Terms not otherwise defined in this letter shall have the meanings set forth in Amendment
No. 1 or in eBay’s Annual Report on Form 10-K, as applicable. All references to page numbers in these responses are to the pages of the information statement filed as Exhibit 99.1 (the “Information Statement”) in the marked
version of Amendment No. 1.

 PayPal Holdings, Inc. Form 10-12B

Information Statement Summary, page 7

1.
We note your disclosure in this section that 2014 TPV was approximately $235 billion. However, we also note your disclosure on page 6 of eBay Inc.’s 2014 Form 10-K report that TPV for the payments segment was
$227.9 billion. Please reconcile these amounts.

 Response: As further described in the response to Comment
26 below, eBay has historically excluded certain intercompany transactions from its payments segment revenue as presented in its periodic filings with the Commission. As a result, eBay has also historically excluded the payment volume related to
those transactions from the measurement of TPV for the payments segment in its periodic filings. The intercompany transactions represent activity in eBay marketplaces-owned PayPal accounts. Substantially all of the incremental TPV presented on page
8 of the Information Statement relates to these intercompany transactions.

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 April 9, 2015

  Page
 3

2.
You make several references to the number of markets you serve, such as in the first sentence of the second paragraph under this sub-heading. Please revise to define the term “market.”

 Response: PayPal acknowledges the Staff’s comment and has revised the Information Statement on pages
7 and 55 to include a definition of the term “market.”

 Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data, page
13

3.
When the information is available, please revise to disclose pro forma earnings per share for the most recent annual period and any subsequent interim period as we believe this is an important metric for your
investors. In doing so, please provide a footnote explaining why you do not present earnings per share for the historical periods.

Response: PayPal acknowledges the Staff’s comment and advises that once its estimated share count has been determined,
PayPal will revise the “Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data” section of the Information Statement to include pro forma earnings per share data for the most recent annual period and any subsequent
interim period.

 PayPal also acknowledges that ASC 260-10-15-2 requires the presentation of earnings per share (“EPS”) for all
public entities that have issued common stock or potential common stock. However, PayPal is unable to calculate historical basic and diluted EPS prior to the distribution because the financial information included in the Information Statement has
been prepared on a combined basis. It is PayPal’s view that the financial statements in the Information Statement have not been prepared for a separate legal entity that had share capital throughout the historical periods presented, and,
accordingly, EPS has not been presented for these periods. PayPal believes this presentation meets the objective of measuring the performance of PayPal in a way that gives meaningful information to investors. PayPal has revised the Information
Statement on pages 13, 50 and 53 to explain why the Information Statement does not present earnings per share for the historical periods.

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 April 9, 2015

  Page
 4

 Selected Historical Combined Financial Data of Paypal, page 49

4.
If the pro forma balances for the items presented in this table differ significantly from the related historical balances, please consider presenting such pro forma data alongside the historical selected financial
data to better highlight differences between the registrant and the predecessor. At a minimum, please present pro forma earnings per share and provide a footnote explaining why you do not present earnings per share for the historical periods as we
believe this is an important metric for your investors.

 Response: PayPal acknowledges the Staff’s
comment and has revised the Selected Historical Combined Financial Data section of the Information Statement on page 50 to include a presentation of pro forma data alongside the historical selected financial data. PayPal further advises the Staff
that once its estimated share count has been determined, PayPal will revise the “Selected Historical Combined Financial Data of PayPal” section of the Information Statement to include pro forma earnings per share data. For the reasons
stated in the response to Comment 3 above, PayPal has revised the Information Statement on pages 13, 50 and 53 to explain why EPS has not been provided for the historical periods.

Unaudited Pro Forma Condensed Combined Financial Statements, page 50

5.
While you have not yet populated amounts within your pro forma financial statements, we are issuing the following comments based on our assumption that the current form, presentation and disclosure represents what
you currently believe the ultimate presentation will be. Please advise to the extent our assumption is not appropriate.

Response: PayPal acknowledges the Staff’s comment and advises that the Staff’s assumptions are appropriate.

6.
We note your disclosure on page 78 that post separation you will no longer participate in cash management and intercompany funding arrangements with eBay. Please tell us how you believe this change will be executed,
whether the balances will be settled or forgiven as part of the termination and whether you believe it will be appropriate to make any related adjustments to your pro forma financial statements. In this regard, we note your disclosure on page 94
under the heading “Settlement of Accounts Between PayPal and eBay.”

 Response: PayPal
acknowledges the Staff’s comment and respectfully advises that, as indicated on page 126 of the Information Statement, in connection with the separation and distribution PayPal expects to settle all intercompany cash management and funding
arrangements with eBay. The exact manner of the settlement of accounts between PayPal and eBay is part of ongoing discussions in connection with the separation. Once the

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 April 9, 2015

  Page
 5

manner of settlement has been decided, PayPal will update the Unaudited Pro Forma Condensed Combined Financial Statements included in the Information Statement, if necessary, to give effect to
these decisions.

7.
Please tell us whether and how the amount of the anticipated cash contribution to PayPal from eBay is or will be factually supportable, including whether it will be specified in any of the agreements between PayPal
and eBay that you will file as exhibits to this Form 10.

 Response: PayPal acknowledges the Staff’s
comment and respectfully advises that the amount of the anticipated cash contribution to PayPal from eBay is part of on-going discussions in connection with the separation and is expected to be determined as part of eBay’s capital allocation
process. PayPal expects the amount of the cash contribution to be factually supportable. In addition, PayPal expects that the separation and distribution agreement that will be filed as an exhibit to the Registration Statement will specify the
amount of cash on hand that PayPal and its subsidiaries will hold as of a specified date prior to the distribution and that the separation and distribution agreement will require eBay to transfer, or cause its subsidiaries to transfer, to PayPal and
its subsidiaries an amount of cash so that PayPal will hold the specified amount of cash as of such date.

8.
When the information is available, please revise your disclosure to describe in additional detail the nature and amounts of the items included in your pro forma adjustment for “[t]he transfers of certain assets
and liabilities to PayPal from eBay…” If multiple items are included in this adjustment, please present the adjustments on a gross basis on the face of the pro forma financial statements or in an accompanying footnote.

 Response: PayPal acknowledges the Staff’s comment and respectfully advises that the transfer of
certain assets and liabilities is part of ongoing discussions in connection with the separation. The remaining areas under consideration include certain categories of intangible assets as well as tax assets and liabilities. PayPal intends to present
these adjustments on a gross basis, either on the face of the pro forma financial statements included in the Information Statement or in an accompanying footnote. Once these decisions have been made PayPal will update the Unaudited Pro Forma
Condensed Combined Financial Statements included in the Information Statement, if necessary, to give effect to these decisions.

9.
 You disclose on page 50 that you expect to incur costs to replace those services previously provided by eBay as it relates to your operation as an
independent public company, but that due to the variability of the amount and timing of the incremental costs you have not included them in the pro forma transactions. While

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 April 9, 2015

  Page
 6

presentation on the face of the pro forma financial statements may not be appropriate, please disclose your estimate of these costs in the narrative introduction or the footnotes to the pro forma
financial statements as we believe it provides useful information to your investors.

 Response: PayPal
acknowledges the Staff’s comment and has revised the Information Statement on page 51 to indicate an estimate of the incremental costs PayPal expects to incur.

10.
Please confirm our assumption, if true, that your pro forma net income attributable to PayPal will equate to pro forma income from continuing operations before nonrecurring charges or credits directly attributable to
the transaction. Refer to Rule 11-02(b)(5) of Regulation S-X.

 Response: PayPal confirms that pro forma net
income attributable to PayPal will equate to pro forma income from continuing operations before nonrecurring charges or credits directly attributable to the transaction.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 53

11.
Please revise your disclosure to describe the operating, transition and other agreements to be entered into by you and eBay as described in footnotes (a) and (b) in additional detail, what the adjustments
are and any assumptions made. In this regard, the current disclosure in these explanatory notes appears overly brief to achieve the objectives of Article 11 of Regulation S-X.

Response: PayPal acknowledges the Staff’s comment and has revised, where necessary, the Unaudited Pro Forma Condensed
Combined Financial Statements section of the Information Statement and related footnotes beginning on page 51 to give effect to the operating agreement, the information technology services agreement, the transition services agreement and the other
agreements between eBay and PayPal that are expected to be in place upon the effectiveness of the distribution.

 Business

Overview, page 54

12.
 We note your disclosure that you acquired Braintree to “strengthen [y]our position in mobile payments,” and also acquired Venmo at such
time. Please provide further details regarding the role of both Braintree and Venmo in your business. In this regard, we note your discl

March 27, 2015

Daniel H. Schulman
President
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131

John J. Donahoe
Chief Executive Officer
eBay Inc.
2065 Hamilton Avenue
San Jose, California 95125

Re: PayPal Holdings, Inc.
 Form 10-12B
Filed February 25, 2015
File No. 001 -36859
eBay Inc.
Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 6, 2015
File No. 000 -24821

Dear M essrs. Schulman  and Donahoe :

We have reviewed your filing s 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 apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
March 27, 2015
Page 2

 PayPal Holdings, Inc. Form 10 -12(g)

Information Statement Summary, page 7

1. We note your disclosure in this section that 2014 TPV was approximately $235 billion.
However, we also note your disclosure on pa ge 6 of eBay Inc.’s 2014 Form 10 -K report
that TPV for the payments segment was $227.9 billion.  Please reconcile these amounts.

2. You make several references to the number of markets you serve, such as  in the first
sentence of the second paragraph under th is sub-heading.  Please revise to define  the term
“market.”

Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data, page 13

3. When the information is available, please revise to disclose pro forma earnings per share
for the most recent annual period and any subsequent interim period as we believe this is
an important metric for your investors.  In doing so, please provide a footnote explaining
why you do not present earnings per share for the historical periods.

Selected Historic al Combined Financial Data of PayPal, page 49

4. If the pro forma balances for the items presented in this table differ significantly from the
related historical balances, please consider presenting such pro forma data alongside the
historical selected finan cial data to better highlight differences between the registrant and
the predecessor.  At a minimum, please present pro forma earnings per share and provide
a footnote explaining why you do not present earnings per share for the historical periods
as we be lieve this is an important metric for your investors.

Unaudited Pro Forma Condensed Combined Financial Statements, page 50

5. While you have not yet populated amounts within your pro forma financial statements,
we are issuing the following comments based on  our assumption that the current form,
presentation and disclosure represents what you currently believe the ultimate
presentation will be.  Please advise to the extent our assumption is not appropriate.

6. We note your disclosure on page 78 that post separation you will no longer participate in
cash management and intercompany funding arrangements with eBay.  Please tell us how
you believe this change will be executed, whether the balances will be settled or  forgiven
as part of the termination and whether you believe it will be appropriate to make any
related adjustments to your pro forma financial statements.  In this regard, we note your
disclosure on page 94 under the heading “Settlement of Accounts Betwee n PayPal and
eBay.”

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
March 27, 2015
Page 3

7. Please tell us whether and how the amount of the anticipated cash contribution to PayPal
from eBay is or will be factually supportable, including whether it will be specified in
any of the agreements between PayPal and eBay that you wi ll file as exhibits to this Form
10.

8. When the information is available, please revise your disclosure to describe in additional
detail the nature and amounts of the items included in your pro forma adjustment for
“[t]he transfers of certain assets and lia bilities to PayPal from eBay…”  If multiple items
are included in this adjustment, please present the adjustments on a gross basis on the
face of the pro forma financial statements or in an accompanying footnote.

9. You disclose on page 50 that you expect to  incur costs to replace those services
previously provided by eBay as it relates to your operation as an independent public
company, but that due to the variability of the amount and timing of the incremental costs
you have not included them in the pro for ma transactions.  While presentation on the face
of the pro forma financial statements may not be appropriate, please disclose your
estimate of these costs in the narrative introduction or the footnotes to the pro forma
financial statements as we believe i t provides useful information to your investors.

10. Please confirm our assumption, if true, that your pro forma net income attributable to
PayPal will equate to  pro forma income from continuing operations before nonrecurring
charges or credits directly attri butable to the transaction.  Refer to Rule 11 -02(b)(5) of
Regulation S -X.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 53

11. Please revise your disclosure to describe the operating, transition and other agreements to
be entered  into by you and eBay as described in footnotes (a) and (b) in additional detail,
what the adjustments are and any assumptions made.  In this regard, the current
disclosure in these explanatory notes appears overly brief to achieve the objectives of
Articl e 11 of Regulation S -X.

Business

Overview, page 54

12. We note your disclosure that you acquired Braintree to “strengthen [y] our position in
mobile paymen ts,” and also acquired Venmo at such time.   Please provide further details
regarding the role of both Braintree  and Venmo  in your business.  In this regard, we note
your disclosure on page 72 you have devoted signif icant resources to mobile payments
between infrastructure upgrades and the Braintree acquisition, leading to a 22% increase

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
March 27, 2015
Page 4

 in product development costs.  Please enhance your discussion regarding this trend and
whether this type of spending is expected to continue, as well as any anticipated impact
on your financial condition and results of operation.

Revenue Sources, page 59

13. Please clarify whether you earn fees on transactions that are not included in TPV; for
example, on transactions that a re reversed.  Please also provide further details about the
percentage of transactions enabled on your payments platform that are reversed, and the
reasons for such reversals.

14. We note that TPV does not include transactions processed through your gateway
products.  Please provide further disclosure regarding how you measure transactions
processed through the gateway  products, as well as whether you generate revenue on
such transactions.  Please also provide further explanation of the “value added services t o
customers and merchants” pursuant to which you generate revenue.  In this regard, we
note your disclosure on page 69.

15. We note your disclosure on page 96 that, pursuant to your operating agreement with
eBay, “[ you] and/or eBay will make certain payments to each other based on certain
referral services by eBay and the usage of [your] payment services and PayPal Credit by
eBay consumers and merchants  on the eBay Covered Properties, ” and your related
disclosure in the risk factors section.  P lease tell us wh at consideration you gave to
including such payments among your revenue sources.

Protecting Merchants and Consumers, page 60

16. Please tell us the basis for your statement that your protections for merchants and
consumers “are generally much broader than those protections provided by other
participants in the payments industry.”   Please also provide further details regarding how
you protect merchants and consumers from loss, and how your Payments Platform helps
you to detect and prevent fraud.

Legal and Regulatory Proceedings, page 63

17. Please update this section, and your filing as appropriate, to reflect the recent settlement
that PayPal and OFAC have reached  regarding PayPal’s violation s of certain regulations .

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
March 27, 2015
Page 5

 Management’s Discussion and Analysis of Financial Condition and Results of Operation

Net Revenues, page 69

18. We note that eBay Inc. has historically used take rate as one of its key operating metrics
that it believes is a significant factor affecting net revenues; however, we note that you
have not included this metric in your filing.  Please tell us what consideration you gave to
providing your take rate for the report ing periods presented.

Liquidity and Capital Resources, page 76

19. We note your disclosure of cash held by your foreign subsidiaries and potential tax
consequences on page 76, as well as your disclosure on pages F -34 through F -36 that you
have not provided for income taxes for a significant portion of your earnings of foreign
subsidiaries you currently consider to be indefinitely reinvested .  We also note  that you
made a change in the current year to your capital allocation strategy that drove the
recognitio n of a significant amount of deferred taxes.  Given the significance of these
amounts and that you made a change in your capital allocation strategy during the most
recently completed fiscal year, please revise your disclosure to include a more detailed
discussion and analysis of the cash held by your foreign subsidiaries, the recent change in
your capital allocation strategy, and the tax consequences that you would face if these
earnings were ultimately repatriated.  Please provide quantification where pos sible.

20. We note your disclosure on page 77 of the types of resources you intend to utilize to
allow you to sufficiently fund your operating activities, anticipated capital expenditures,
and PayPal Credit portfolio for the foreseeable future, including you r expectation of
access to capital markets.  We also note your disclosure on page 76 that you currently
fund your PayPal Credit loans receivable with borrowings from eBay and domestic and
international cash resources, and your disclosure on page 78 that fo llowing the separation
you will no longer participate in the cash management and intercompany funding
arrangements with eBay.  As you will no longer participate in the cash management and
intercompany funding arrangements with eBay, please revise your disc losure to
specifically analyze and discuss whether the resources you currently have access to will
permit you to fund your operating activities, anticipated capital expenditures and PayPal
Credit portfolio for the foreseeable future.

21. To the extent it repr esents a material source of liquidity or capital resources, please revise
your disclosure to better analyze and discuss what you refer to in the first paragraph on
page 77 as “funding through our strategic and financial partners.”

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
March 27, 2015
Page 6

 Quantitative and Quali tative Disclosures about Market Risk

Foreign Currency Risk, page 83

22. Please revise your disclosure to include quantitative information related to foreign
currency exchange rate risk using one of the three disclosure alternatives within Item
305(a)(1) of R egulation S -K.

Index to Financial Statements, page F -1

23. You disclose on page F -8 that PayPal Holdings, Inc. was incorporated in January 2015.
As PayPal Holdings, Inc. is the registrant on this Form 10, please revise to include the
audited financial stat ements of PayPal Holdings, Inc. or tell us why you believe their
exclusion is appropriate.  Refer to Rule 3 -01(a) of Regulation S -X.

Combined Statement of Income, page F -4

24. With reference to Rule 5 -03.2 of Regulation S -X, please tell us why you have not
separately stated the amount of cost of services and a subtotal for gross profit.  In this
regard, we note that eBay has historically presented the cost of net revenues and gross
profit on its Statement of Income.

Combined Statement of Cash Flows, page F -7

25. Certain line items in your combined statement of cash flows appear to be presented on a
net basis, such as “Notes and receivable from affiliates,” “Funds receivable and customer
accounts” and “Funds payable and amounts due to customers.”  Please clearly  label all
amounts presented on a net basis.

Notes to Combined Financial Statements

Note 1 – Overview and Summary of Significant Accounting Policies, page F -8

26. We note the description of PayPal’s combined financial statements.  Please tell us in
reasonab le detail why the net revenues presented in these combined financial statements
are larger than the net revenues of the Payments segment within eBay’s financial
statements.  In doing so, please clarify to us whether eBay presented certain of its
payments b usinesses in its Marketplaces or Enterprise segments, or whether these
combined financial statements include revenues and expenses for types of businesses
other than payments businesses.  Also tell us the amount of revenue from each of eBay’s
segments that  is included in these combined financial statements.

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
March 27, 2015
Page 7

 Note 9 – Segment and Geographical Information, page F -25

27. Please disclose revenues from external customers for each product and service or each
group of similar products and services  as required by ASC 280-10-50-40.  At a minimum,
it appears you should disaggregate revenues from PayPal Credit and other value added
services from your transaction revenues, similar to the manner in which eBay
disaggregated the revenues of its Payments segment, as these appe ar to be dissimilar
revenue streams.  Additionally, we note your disclosure on page 59 that net transaction
fees are “based primarily on the volume of activity processed through our Payments
Platform.”  As the fees are based primarily on the volume of acti vity processed but not
entirely, please tell us in detail the nature and amount of any other fee arrangements
included in the “Transaction revenues” category on page 59, and how you considered
these arrangements in your grouping of similar services for the  purposes of the ASC 280 -
10-50-40 disclosure requirements.

Note 10 – Commitments and Contingencies, page F -26

28. We note disclosure elsewhere in your filing concerning your buyer and seller protection
programs.  Please tell us how you considered whether the se protection programs are
effectively guarantees and how you considered the disclosure guidance in ASC 460 -10-
50.

Note 11 – Related Party Transactions, page F -29

29. We note your disclosure of aggregate amounts recovered from eBay relating to customer
prote ction programs as well as amounts allocated to you by eBay associated with
workplace resources, information technology, corporate functions and others.  As you
disclose aggregate amounts allocated for each year and state that the amounts were
included in s everal different line items but do not disclose the impact on each line item,
please tell us why you believe your current disclosure provides for an understanding of
the effects of related party transactions on the financial statements .  Alternatively, ple ase
revise to specify the amounts allocated to each line item for each of the periods presented.
You may consider using a table to illustrate this revision.  Refer to ASC 850 -10-50-1.

30. We note that you disclosed the amount of net revenues earned from eBay  and its
subsidiaries; however, you did not

January 22, 2015

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 completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

Letter to the SEC

 FOIA Confidential Treatment Requested by eBay Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)

 eBay Inc.

2065 Hamilton Avenue

San Jose, CA 95125

December 23, 2014

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington D.C. 20549

Attention:

Ms. Jennifer Thompson

Mr. Jarrett Torno

Re:

eBay Inc.

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

Filed January 31, 2014

File No. 000-24821

 Ladies and Gentlemen:

Thank you for your letter dated December 12, 2014 addressed to eBay Inc. (“eBay” or 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 the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2013 (the “Form 10-K”).

 To facilitate the Staff’s review, we have keyed our response to the headings and
the numbered comment used in the Staff’s comment letter, which is reproduced in italics below. Our response follows the comment.

 Due
to the commercially sensitive nature of certain information contained herein, this response letter includes a request for confidential treatment of the portions of this letter highlighted and bracketed below pursuant to Rule 83 of the
Commission’s Rules on Information and Requests (17 C.F.R. § 200.83) (“Rule 83”).

 In accordance with Rule 83, the
Company requests confidential treatment of the highlighted and bracketed portions (the “Confidential Material”) of this response letter. Please inform the following person of any request for disclosure of the Confidential Material made
pursuant to the Freedom of Information Act, Privacy Act or otherwise so that the undersigned may substantiate the foregoing request for confidential treatment in accordance with Rule 83:

 eBay Inc.

2065 Hamilton Avenue

 San Jose,
CA 95125

 Attention: General Counsel

Telephone: (408) 376-7400

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

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

 Overview, page 62

 1. We
note your response to comment 1 in our letter dated December 4, 2014. As the information you provided was not responsive to our comment, we reissue our comment. Tell us the portion of GMV represented by transactions that are closed but not
consummated for each year presented. In addition, please separately explain in more detail why you believe “the total mix of information in [y]our financial statements, as well as the nature of the metric” support your conclusion that is
it not meaningful or material to disclose this information to your investors, particularly since you use GMV to explain changes in your revenue.

Rule 83 confidential treatment request made by eBay Inc.; request Number 1.

Company response:

 The percentage of closed but not
consummated GMV on our Marketplaces platforms for 2011, 2012 and 2013 was approximately [***]%, [***]% and [***]%, respectively. Additionally, year-to-date 2014 closed but not consummated GMV through September 30, 2014 was approximately [***]%.
As stated in our previous response, this percentage has remained consistent over time and is not material to our reported GMV metric. For this reason and those stated below, we do not disclose this percentage in our periodic filings.

We manage our business using our reported GMV metric and, for this purpose, we do not adjust GMV for closed but not consummated transactions. As stated in a
previous response, we monitor closed but not consummated GMV to identify opportunities to improve trust and safety and enhance the customer experience on our Marketplaces platforms. Our management goals and the measurement of volume we use to assess
the performance of our overall Marketplaces business and individual managers are both based on our reported GMV metric, which as stated above, is calculated without regard to whether transactions are ultimately consummated.

To clarify our previous response regarding the total mix of information in our filings and the nature of our reported GMV metric, and why we believe that the
inclusion of closed but not consummated transactions does not alter the meaningfulness of the metric, we believe that the high degree of correlation between GMV and our recorded revenue is understood by users of our

***Confidential Treatment Requested by eBay Inc.

 2

financial statements. We disclose in Item 7 of our 2013 Form 10-K that GMV is a significant driver of our Marketplaces net transaction revenues. In addition, we disclose in Item 1 of
our 2013 Form 10-K that we measure our footprint using various metrics, including GMV. We also disclose in Item 1 and Item 7 of that Form 10-K that GMV is calculated as “the total value of all successfully closed items between users
on our 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.” Additionally, as
the nature of this metric is to measure the total volume of transactions closed on our Marketplaces platforms, GMV is used both internally and externally to help evaluate how effectively our business competes in our industry. One way our investors
and analysts assess the performance of our Marketplaces business is by evaluating our GMV rate of growth. Given the relatively constant rate of closed but not consummated transactions, we respectfully submit that inclusion of those transactions does
not impair the meaningfulness of GMV as an indicator of overall performance.

 We respectfully advise the Staff that, in our view, it is standard practice
for e-commerce companies similar to eBay to present GMV without adjusting for, or indicating the amount of, closed by not consummated transactions. For example, Alibaba Group Holding Limited states, on page 70 of their prospectus dated
September
18, 2014, that GMV “does not take into account how, or whether, the buyer and seller settle the transaction”. See http://www.sec.gov/Archives/edgar/data/1577552/000119312514347620/d709111d424b4.htm
. In fact, the question of why GMV includes closed but not consummated transactions is discussed in item 12 of Alibaba’s letter dated June 16, 2014 responding to Staff comments, which notes that “[Alibaba] considers GMV to be
the key metric that provides material information about [its] business because it measures the activity level, growth and overall health of [its] marketplaces and ecosystem…..[Alibaba] believes that GMV, which is a key metric that management
reviews, is a significant factor for investors in evaluating the performance of [its] marketplaces and business.” See
http://www.sec.gov/Archives/edgar/data/1577552/000119312514237452/filename1.htm. We respectfully advise the Staff that many of the factors noted in the
foregoing response—such as GMV being a key measure of overall activity and growth, a key metric that management reviews and a significant factor for investors in evaluating performance—are also applicable to eBay and have been articulated
by us in our response to the Staff’s comments.

 Additionally, JD.com, Inc. uses a similar definition of GMV, stating on page nine of their prospectus
dated December 2, 2014 that GMV is “the total value of all orders for products and services placed in our online direct sales business and on our online marketplaces, regardless of whether the goods are sold or delivered or whether the
goods are returned.” See http://www.sec.gov/Archives/edgar/data/1549802/000104746914009683/a2222411z424b4.htm. The inclusion of closed but not
consummated transactions was also discussed in item 13 of JD.com’s letter dated March
19, 2014 responding to Staff comments. See http://www.sec.gov/Archives/edgar/data/1549802/000110465914020984/filename1.htm. Nonetheless, like Alibaba,
JD.com’s final prospectus does not appear to quantify closed but not consummated transactions.

 3

 We expect to continue to use GMV in managing the performance of our business. We will continue to monitor the
percentage of closed but not consummated GMV for purposes of identifying additional opportunities to improve trust and safety and enhance the customer experience. Should the rate of closed but not consummated GMV begin to fluctuate and materially
impact the correlation of GMV and revenue, our take rate or other results of operations we will provide appropriate disclosure.

*        *        *

In the instances indicated above, we believe that revisions in response to the Staff’s comment 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 filing 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 filing; 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 Eric Haueter of Sidley Austin LLP at (415-772-1231).

Very truly yours,

eBay Inc.

By:

     /s/ Brian J. Doerger

Name:

Brian J. Doerger

Title:

Vice President, Chief Accounting Officer

December 12, 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
Response dated December 9 , 2014
File No. 000-24821

Dear Mr. Donahoe :

We have reviewed your response dated December 9 , 2014  and have the following
additional comment.  In our comment , 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 d o not believe our comment applies to 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 this comme nt, we may have  additional comments.

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

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

Overview, page 62

1. We note your response to co mment 1 in our letter dated December 4, 2014.  As the
information you provided was not responsive to our comment, we reissue our comment.
Tell us the portion of GMV represented by transactions that are closed but not
consummated for each year presented.  In addition, please separately explain in more
detail why you believe “the total mix of information in [y]our financial statements, as
well as the nature of the  metric” support your conclusion that is it not meaningful or

John J. Donahoe
eBay Inc.
December 12, 2014
Page 2

 material to disclose this informat ion to your investors, particularly since you use GMV to
explain changes in your revenue.

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

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 eBay Inc.

2065 Hamilton Avenue
San Jose, CA 95125

December 9, 2014

 Via
EDGAR

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington D.C.
20549

Attention:
Ms. Jennifer Thompson

Mr. Jarrett Torno

Re:
eBay Inc.

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

Filed January 31, 2014

File No. 000-24821

 Ladies and Gentlemen:

Thank you for your letter dated December 4, 2014 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Form
10-K”).

 To facilitate the Staff’s review, we have keyed our response to the headings and the numbered comment used in the
Staff’s comment letter, which is reproduced in italics below. Our response follows the comment.

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

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

Overview, page 62

1.
 We note your response to comment 1 in our letter dated November 18, 2014. If GMV includes a material amount of transactions that were not
ultimately consummated and therefore usually did not generate revenue, we believe that additional disclosures would be necessary to explain this operating metric to your investors. While disclosure of

operating metrics is important to assist investors in viewing your company through the eyes of management, we also believe it is important to provide your investors with a balanced
discussion of the operating metrics you present. Such a balanced discussion should clearly correlate the metric presented to its impact on your results of operations and discuss its limitations. We believe this provides important context necessary
for your investors to understand the metric. Despite the fact that your take rate generally has remained consistent over time, if GMV includes a material amount of transactions that did not generate revenue, it appears that additional disclosures
would be necessary to provide appropriate context around this metric. To assist us in better understanding this matter, either tell us the portion of GMV represented by transactions that are closed but not consummated for each year presented, or
confirm our assumption, if true, that such portion of GMV was immaterial for each year presented.

 Company response:

In our prior responses, we have discussed the high correlation of our GMV metric to our results of operations. The percentage of our GMV attributable to
transactions that are ultimately not consummated has remained consistent for the periods presented. We believe that our calculation of GMV is consistent with industry standard, which is a calculation based on closed transactions without regard to
whether a transaction is ultimately settled or consummated, and that users of our financial statements generally place greater emphasis on GMV growth rates. In light of the total mix of information in our financial statements, as well as the nature
of the metric, we do not believe the impact of including transactions that are not consummated is material to our reported GMV metric. Should these facts change, we will include appropriate disclosure in future filings.

*            *
 *

 In the instances indicated above, we believe that revisions in response to the Staff’s comment 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 filing 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 filing; 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.

 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 Eric Haueter of Sidley Austin LLP at (415-772-1231).

Very truly yours,

eBay Inc.

By:

/s/ Brian J. Doerger

Name:

Brian J. Doerger

Title:

Vice President, Chief Accounting Officer

 3

December 4, 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
Response dated November 26, 2014
File No. 000-24821

Dear Mr. Donahoe :

We have reviewed your response dated November 26, 2014  and have the following
additional comment.  In our comment , 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 comment applies to 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 this comme nt, we may have  additional comments.

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

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

Overview, page 62

1. We note your response to co mment 1 in our letter dated November 18, 2014.  If GMV
includes a material amount of transactions that were not ultimately consummated and
therefore usually did not generate revenue, we believe that additional disclosures would
be necessary to explain this  operating metric to your investors.  While disclosure of
operating metrics is important to assist investors in viewing your company through the
eyes of management, we also believe it is important to provide your investors with a
balanced discussion of the o perating metrics you present.  Such a balanced discussion

John J. Donahoe
eBay Inc.
December 4, 2014
Page 2

 should clearly correlate the metric presented to its impact on your results of operations
and discuss its limitations.  We believe this provides important context necessary for your
investors to und erstand the metric.  Despite the fact that your take rate generally has
remained consistent over time, if GMV includes a material amount of transactions that
did not generate revenue, it appears that additional disclosures would be necessary to
provide app ropriate context around this metric.  To assist us in better understanding this
matter, either tell us the portion of GMV represented by transactions that are closed but
not consummated for each year presented, or confirm our assumption, if true, that such
portion of GMV was immaterial for each year presented.

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

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 eBay Inc.

2065 Hamilton Avenue

San Jose, CA 95125

 November 26, 2014

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington D.C. 20549

Attention:

Ms. Jennifer Thompson

Mr. Jarrett Torno

            Re:

eBay Inc.

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

Filed January 31, 2014

File No. 000-24821

 Ladies and Gentlemen:

Thank you for your letter dated November 18, 2014 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the
“Form 10-K”).

 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, 2013

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

Overview, page 62

1.
 Your response to comment 2 in our letter dated September 25, 2014 states that you “do not believe that the inclusion of closed
transactions that are not ultimately consummated reduces the meaningfulness or usefulness of [y]our GMV metric.” Please elaborate on this statement as it is not obvious to us why a metric that measures consummated sales

would not be more meaningful. As part of your response, tell us whether you earn any significant revenue from transactions that are closed but not ultimately consummated. Also tell us whether
you track transactions that are closed but not consummated and, if possible, quantify the portion of GMV represented by these transactions.

Company response:

 Our Marketplaces business is a
platform to connect buyers and sellers. We measure our Marketplaces business by the growth in commerce enabled on our platforms. We consider ourselves to have enabled commerce when a transaction between a buyer and a seller is closed. This is
reflected in our user agreements and how our final value fees are charged to our sellers, which are due when a transaction closes – not when a transaction is consummated. Additionally, our Marketplaces senior management is measured on this
objective metric, namely GMV.

 As part of our continuous efforts to improve trust and safety and enhance the customer experience on our platforms, we
track transactions that are closed, but not consummated, on our Marketplaces platforms. We issue credits for most, but not all, GMV transactions that are not ultimately consummated, primarily as a means to provide a safe and trusted marketplace for
our buyers and sellers. Certainly, we adjust revenue on an accrual basis for estimated credits and, accordingly, we do not derive significant revenues from transactions that are ultimately not consummated. However, as an objective metric of our
success bringing buyers and sellers together on our platforms, we do not believe that the inclusion of transactions that are not ultimately consummated, reduces the meaningfulness of the GMV metric. To the extent that our pattern of estimating and
issuing credits begins to skew our reported GMV metric or take rate, we will include appropriate disclosure in our future periodic filings.

 Results of
Operations, page 63

 Marketplaces Net Transaction Revenues, page 66

2.
Your response to comment 3 in our letter dated September 25, 2014 indicates that approximately 11% of your total Marketplaces net transaction revenue results from listing fees which are a fixed amount per
listing. Absent a narrow range of sales prices for listings in your Marketplaces segment, it appears that GMV would not be directly correlated to this listing fee revenue. Please confirm that if listing fee revenue becomes material, you will provide
additional analysis of factors driving the change in this type of revenue beyond your current discussion of GMV; otherwise, explain to us in more detail how GMV is directly correlated to listing fee revenue.

Company response:

 We acknowledge that approximately 11%
of our Marketplaces net transaction revenue is generated from several revenue streams including listing fees and subscription fees. We also acknowledge that these revenue streams may not be directly correlated to GMV, however, they are positively
correlated to GMV. Absent material changes in pricing due to competitive or other market factors, we would expect take rate to be consistent from period to period and GMV to maintain a high degree of correlation to net transaction revenues.

 2

 Should the revenue generated from fees other than final value fees become material drivers of our overall
Marketplaces net transaction revenues we will provide additional analysis in our future periodic filings.

3.
We note your quantification of take rate within your response to comment 3 in our letter dated September 25, 2014. In future filings, please consider quantifying the take rate for each segment within your table
of Supplemental Operating Data along with GMV, TPV, and Merchandise Sales. While we note that investors can calculate take rate from each segment’s net transaction revenues and the metrics currently presented within your table of Supplemental
Operating Data, we believe a best practice would be to quantify this important operating metric for your investors to allow them to assess at a glance any significant change in the underlying factors that drive your net transaction revenue. Please
also provide a footnote to the table explaining how take rate was calculated.

 Company response:

We will enhance our Supplemental Operating Data table in future periodic filings, beginning with our Form 10-K for the year ending December 31, 2014, to
include this rate as well as a footnote explaining how the rate was calculated.

 Payments Net Transaction Revenues, page 66

4.
We note your response to comment 6 in our letter dated September 25, 2014. It appears that this segment’s take rate decreased by approximately 1% from 2012 to 2013, which appears to represent a loss of
approximately $1.8 billion in revenue. Please tell us in more detail what caused the shift to larger merchants who pay lower rates during 2013, including whether there were any specific changes in your policies or pricing or any external factors of
which management is aware that may have driven this shift. Also tell us how you considered disclosing in more detail the underlying factors that contributed to this shift so that investors would be able to better assess the likelihood that past
results are indicative of future results.

 Company response:

We respectfully advise the Staff that our Payments take rate declined by approximately 16 basis points in 2013 (as can be calculated from pages 72 and 73 of
the Form 10-K). Revenue from both large merchants and small merchants has increased and we have not experienced a loss in revenue as a result of the growth in net TPV from new or existing large merchants. The growth in net TPV from new and
existing large merchants has recently outpaced the growth in net TPV from new and existing small merchants. The result of the stronger growth in net TPV with large merchants (who pay lower take rates on average) versus small merchants has had
the effect of reducing our overall take rate for our Payments segment.

 3

 We will enhance this discussion, including the factors driving the change, in our Payments segment take rate
beginning with our Form 10-K for the year ending December 31, 2014. This will clarify that the growth in large merchants was a driver of revenue growth, but has had the effect of reducing the overall take rate for our Payments segment. We
also advise the Staff that the reduction in our overall Payments take rate did not result from changes in our policies or from material changes in the price that we charge to merchants for our services. As of the date of the filing of the Form
10-K, we could not predict whether net TPV from larger merchants would continue to outpace growth from other merchants. At the point we can reasonably predict such a trend, we will disclose in our periodic filings.

Enterprise Net Transaction Revenues, page 67

5.
We note your response to comment 7 in our letter dated September 25, 2014. Since it appears that the decline in this segment’s take rate resulted in an 8% decline in this segment’s net transaction
revenue, we continue to believe that a best practice would be to provide your investors with some insight from management into why this take rate declined during 2013. Please consider providing an explanation of any significant increase or decrease
in take rate from period to period in future filings.

 Company response:

As noted in our response to comment 3 above, will enhance our Supplemental Operating Data table in future periodic filings, beginning with our Form 10-K for
the year ending December 31, 2014, to include take rate, including for our Enterprise segment. As noted in our previous response to comment 7 in your letter dated September 25, 2014, there are multiple factors that influence our Enterprise
take rate and we will enhance our disclosure in future filings beginning with our Form 10-K for the year ending December 31, 2014.

*            *
 *

 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.

 4

 We acknowledge that:

•

we are responsible for the adequacy and accuracy of the disclosure in our filing 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 filing; 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. Please do not hesitate to contact the undersigned at (408-967-4123). In
addition, you are welcome to contact Eric Haueter of Sidley Austin LLP at (415-772-1231).

Very truly yours,

eBay Inc.

By:

 /s/ Brian J. Doerger

Name:

Brian J. Doerger

Title:

Vice President, Chief Accounting Officer

 5

November 18 , 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
Response dated October 24, 2014
File No. 000-24821

Dear Mr. Donahoe :

We have reviewed your response dated October 24, 2014  and have the following
additional comment s.  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 response.

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

Overview, page 62

1. Your response to comment 2 in our letter dated September 25, 2014 states that you “do
not believe that the inclusion of closed transactions that are not ultimately consummated
reduces the meaningfulness or usefulness of [y]our GMV metric.”  Please elaborat e on
this statement as it is not obvious to us why a metric that measures consummated sales
would not be more meaningful .  As part of your response, tell us whether you earn any
significant revenue from transactions that are closed but not ultimately consu mmated.

John J. Donahoe
eBay Inc.
November 18 , 2014
Page 2

 Also tell us whether you track transactions that are closed but not consummated and, if
possible, quantify the portion of GMV represented by these transactions.

Results of Operations , page 63

Marketplaces Net Transaction Revenues, page 66

2. Your response to comment 3 in our letter dated September 25, 2014 indicates that
approximately 11% of your total Marketplaces net transaction revenue results from
listing fees which are a fixed amount per listing.  Absent a narrow range of sales prices
for listings in your Marketplaces segment, it appears that GMV would not be directly
correlated to this listing fee revenue.  Please confirm that if listing fee revenue becomes
material, you will provide additional analysis of factors driving the change in thi s type of
revenue beyond your current discussion of GMV ; otherwise,  explain to us in more detail
how GMV is directly correlated to listing fee revenue .

3. We note your quantification of take rate within your response to comment 3 in our letter
dated September 25, 2014.  In future filings, please consider quantifying the take rate for
each segment within your table of Supplemental Operating Data along wi th GMV, TPV,
and Merchandise Sales.  While we note that investors can calculate take rate from each
segment’s net transaction revenues and the metrics currently presented within your table
of Supplemental Operating Data, we believe a best practice would be  to quantify this
important operating metric for your investors to allow them to assess at a glance any
significant change in the underlying factors that drive your net transaction revenue.
Please also provide a footnote to the table explaining how take rate was calculated.

Payments Net Transaction Revenues, page 66

4. We note your response to comment 6 in our letter dated September 25, 2014.  It appears
that this segment’s take rate decreased by approximately 1% from 2012 to 2013, which
appears to represent  a loss of approximately $ 1.8 billion in revenue.  Please tell us in
more detail what caused the shift to larger merchants who pay lower rates during 2013,
including whether there were any specific changes in your policies or pricing or any
external factors of which management is aware that may have driven this shift.   Also tell
us how you considered disclosing in mo re detail the underlying factors that contributed to
this shift so that investors would be able to better assess the likelihood that past results
are indicative of future results.

Enterprise Net Transaction Reven ues, page 67

5. We note your response to comment 7 in our letter dated September 25, 2014.  Since it
appears that the decline in this segment’s take rate resulted in an 8% decline in this
segment’s net transaction revenue, we continue to believe that a best practice would be to
provide your investors with some insight from management into why this take rate

John J. Donahoe
eBay Inc.
November 18 , 2014
Page 3

 declined during 2013.  Please consider providing an explanation of any significant
increase or decrease in take rate from period to period in future filin gs.

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

CORRESP
1
filename1.htm

CORRESP

 eBay Inc.

2065 Hamilton Avenue

San Jose, CA 95125

 October 24, 2014

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington D.C. 20549

Attention:
Ms. Jennifer Thompson

 Mr. Jarrett Torno

Re:

eBay Inc.

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

Filed January 31, 2014

File No. 000-24821

 Ladies and
Gentlemen:

 Thank you for your letter dated September 25, 2014 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 the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2013 (the “Form 10-K”).

 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, 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 what 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 that effect. In your response, please quantify for us the financial impact of these platforms.

Company response:

 The arrangement with Discover and
similar relationships with merchant acquirers and electronic point of sale providers in the U.S. and Europe and from transactions processed through PayPal Here devices were undertaken to expand our offline strategy of our Payments segment. During
2013, the revenue from the Discover relationship in the U.S., similar relationships with merchant acquirers and electronic point of sale providers in the U.S. and Europe and transactions processed through PayPal Here devices in the aggregate
represented less than 1% of our total Payments net transaction revenues. We have not disclosed this information separately as it is not material. We intend to continue to pursue additional opportunities to expand our offline strategy, which is why
we discuss these initiatives in our business overview. The revenue generated through these platforms is similar in nature to our other Payments net transaction revenues as the revenue generated is calculated as a percentage of the related TPV. As
such, we do not disaggregate this information in our disclosures. To the extent that the revenue from transactions processed through these relationships becomes material, we will disclose this information where applicable.

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 of 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.

 Company response:

 GMV is a volume
metric representing items processed through our Marketplaces platforms. The purpose of the metric is to provide information on the volume of closed transactions for a period that flow through our Marketplaces segment and a useful measure of overall
transaction volume. We use GMV as it has a high correlation to our Marketplaces net transaction revenues. We do not believe that the inclusion of closed transactions that are not ultimately consummated reduces the meaningfulness or usefulness of our
GMV metric. In future filings beginning with our Annual Report on Form 10-K for the fiscal year ending December 31, 2014, we will include a statement similar to the following, with such changes as may be necessary to reflect changed
circumstances: “We believe that GMV provides a useful measure of the overall volume of closed transactions that flow through our Marketplaces trading platforms in a given period, notwithstanding the inclusion in GMV of closed transactions that
are not ultimately consummated.”

 2

 Results of Operations, page 63

Marketplaces Net Transaction Revenues, page 66

3.
You state that the percentage increase in Marketplaces net transaction revenues 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 revenues and the change in GMV excluding 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 Marketplaces net transaction revenues consisting 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 portion 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 and why your take rate is a consistent percentage of GMV from year to year. Your response also should explain why the change in revenue is
not expected to be influenced by vehicle sales.

 Company response:

As noted in our consolidated financial statements in the Form 10-K, for the years 2012 and 2013 GMV (excluding vehicles) grew 12% and 13%, respectively, in
each case compared to the prior year. For the years 2012 and 2013 our Marketplaces net transaction revenues (excluding vehicles) increased approximately 13% for each period.

As stated in Note 1 to our consolidated financial statements in the Form 10-K, our Marketplaces segment generates net transaction revenues primarily from
listing fees and final value fees. The revenue from both of these fees is driven by volume. Listing fees consist of insertion fees and feature fees and are stated as a fixed amount per listing while final value fees are calculated as a percentage of
the final selling price of an item closed on our Marketplaces platforms. For the year ended December 31, 2013, final value fees were approximately 89% of total Marketplaces net transaction revenues, indicating a high degree of correlation
between GMV (our volume metric) and net transaction revenues.

 Take rate (excluding vehicles) is calculated as total net transaction revenue divided by
GMV (excluding vehicles). Our take rate is relatively consistent year to year, with our take rate (excluding vehicles) at 8.59%, 8.62% and 8.59% for 2011, 2012 and 2013, respectively. Absent material changes in pricing due to competitive or other
market factors, we would expect take rate to be consistent from period to period.

 Revenue generated as a percentage of GMV is not expected to be
influenced by vehicles as we earn revenue on vehicles listings differently than other categories. Revenue from vehicles is derived primarily from a subscription fee model, where a flat fee is charged. In light of this, during the first quarter of
2014 we reclassified revenues from our vehicles category from net transaction revenues to marketing services and other revenue, as this revenue stream now more closely aligns with our classifieds formats. This change has been applied retrospectively
so, going forward, vehicles GMV

 3

will have no impact on Marketplaces net transaction revenue and the prior periods presented will be presented on a comparable basis.

4.
You state on page 66 that your increase in net transaction revenues was 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 discuss 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 new 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 transaction revenues, please tell us and disclose the revenue generated from your mobile platforms for the
periods presented for applicable reportable segments.

 Company response:

Growth in mobile volume is a significant component of our business strategy. As the lines between online and offline commerce blur, mobile has become an
increasingly important source of volume on our Marketplaces platforms and Payments networks. In both of our segments, transactions may be executed online or on mobile devices. Regardless of the technology used, transaction fees charged and revenue
generated are identical; therefore, we do not separately report revenues generated from transactions executed utilizing a mobile device. We report transaction volume executed utilizing a mobile device because we believe this demonstrates the
increasing importance of our mobile device offerings.

 In future filings we will make clear that the reference to mobile growth refers to mobile volume
rather than growth in Marketplaces or Payments net transaction revenues.

 Payments Net Transaction Revenues, page 66

5.
You state that Payments net transaction revenues increased primarily due to net TPV growth. Your statement implies that you expect a direct relationship between the change in Payments net transaction revenues and the
change in net TPV; 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
Payments net transaction revenues consisting 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 would be necessary to explain the factors that contributed to fluctuations or stability in that portion of your revenue.

 4

 Company response:

As noted in our consolidated financial statements in the Form 10-K, for the years 2012 and 2013 net TPV grew at 22% and 24%, respectively, in each case
compared to the prior year. For the years 2012 and 2013 our Payments net transaction revenues grew at 25% and 18%, respectively. In MD&A in the Form 10-K, we disclosed that the wider gap between net TPV growth and Payments net transaction
revenue growth is caused primarily by a shift to larger merchants comprising a greater percentage of our net TPV.

 As stated in Note 1 to our consolidated
financial statements in the Form 10-K, our Payments segment earns net transaction revenues primarily from processing transactions for customers. The Payments net transaction revenue from these fees is driven by volume. For the year ended
December 31, 2013, greater than 95% of our Payments net transaction revenues were generated from fees (or “take rate”) applied to the net TPV that we enable, indicating a high degree of correlation between net TPV (our volume metric)
and net transaction revenues.

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 assess 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 who 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.

Company response:

 The lower take rate is derived
primarily from a higher portion of net TPV with larger merchants who typically pay lower rates. As the portion of our net TPV with larger merchants has recently increased, our Payments net transaction revenue has also increased. At the time we
prepared the Form 10-K, we could not reasonably predict whether the increase in net TPV generated from larger merchants would continue in the future. Additionally, lower take rates are generally provided to large merchants in return for higher
payments volume. As a result, these lower take rates are partially offset by the positive impact of higher volumes. For this reason, at the time we prepared the Form 10-K, we did not believe that a shift to larger merchants would have a material
impact on our Payments net transaction revenues.

 We have disclosed in our Summary of Net Revenues on Page 64 of our Form 10-K, the impact of foreign
currency on the net revenues of our Payments segment. Foreign currency movements relative to the U.S. dollar for the year ended December 31, 2013 negatively impacted Payments net revenues by approximately $11 million compared to the prior year
(inclusive of the impact of hedging activities).

 5

 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.

 Company response:

 There
are multiple factors that influence our Enterprise take rate. These factors include volume, customer mix and channel mix and the relative impact of these factors can vary on an ongoing basis. Moreover, as in the case of our Payments segment, lower
take rates are typically granted to customers in return for higher volumes, and these higher volumes partially offset the lower take rates. Accordingly, at the time that we prepared the Form 10-K we were not able to predict how these factors would
impact overall take rates in 2014 and, in any event, we did not believe that any decline in take rates would have a material impact on our Enterprise net transaction revenues.

Liquidity and Capital Resources, page 72

 Commitments
and Contingencies, 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 December 31, 2012. We note the amounts
included in the “Purchase Obligations” column of the table for the years ending December 31

CORRESP
1
filename1.htm

CORRESP

 eBay Inc.

2065 Hamilton Avenue

San Jose, CA 95125

 October 1,
2014

Via EDGAR

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington D.C. 20549

Attention:

 Ms. Jennifer Thompson

 Mr. Jarrett
Torno

Re:

 eBay Inc.

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

 Filed January 31, 2014

File No. 000-24821

 Ladies and Gentlemen:

Thank you for your letter dated September 25, 2014 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 on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. As discussed in a telephone conversation
with Mr. Jarrett Torno of the Staff on September 30, 2014, the Company respectfully requests that the deadline for responding to such letter be extended through and including Friday, October 24, 2014. Based on that telephone
conversation, it is the Company’s understanding that such extension is acceptable to the Staff. Please note that, although the Company plans to file its response letter on Edgar on October 24, time zone differences may result in the
response letter being assigned an Edgar filing date of the following Monday.

 Please do not hesitate to contact the undersigned at 408-967-4123 or Eric Haueter of Sidley
Austin LLP at 415-772-1231 if you would like to discuss this extension request.

Very truly yours,

eBay Inc.

By:

 /s/ Brian J. Doerger

Name:

Brian J. Doerger

Title:

Vice President, Chief Accounting Officer

 2

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

June 24, 2013

Via E -Mail
John J. Donahoe
President and Chief Executive Officer
eBay Inc.
2065 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 completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission  from taking
any action with respect to the company or 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.  We urge all pe rsons 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 rules require.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Bra nch Chief

CORRESP
1
filename1.htm

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

 3

June 7 , 2013

Via E -Mail
John J. Donahoe
President and Chief Executive Officer
eBay Inc.
2065 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 response submitted on May 23 , 2013  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 response.

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, 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 commen t 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 cl aims 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.

 John J. Donahoe
 eBay Inc.
 June 7 , 2013
 Page 2

 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 sec tion 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.

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 a ny other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

CORRESP
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CORRESP

 eBay Inc.

2065 Hamilton Avenue

 San Jose, CA 95125

 May 23, 2013

 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. 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 May 9, 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 (the “2012 Form 10-K”).

 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

 Results of Operations, page 59

1.
We note your response to comment 1 in our letter dated April 12, 2013. Please confirm that in future filings you will expand your disclosure within MD&A to
include the substance of your response with modifications as necessary based on changes in circumstances.

 Company response:

 We confirm that, so long as there are significant differences between the amounts of our relative pretax earnings and revenues attributable to the U.S. as compared to the rest of the world, we will
include a discussion of the primary drivers of those differences in our future filings on Form 10-K. Any such discussion will be similar to the discussion included in our response to comment 1 in our letter dated April 26, 2013, with
appropriate modifications based on changes in facts and circumstances. To the extent that such a discussion is required, we currently plan to include that discussion under “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Results of Operations—Summary of Operating Expenses, Non-Operating Items and Provision for Income Taxes—Provision for Income Taxes,” although we may elect to include that discussion elsewhere within
MD&A.

 Off-Balance Sheet Arrangements, page 72

2.
We note your response to comment 4 in our letter dated April 12, 2013. As you state that you previously acted as an agent for customers and did not have control
over the customer account balances, please explain in detail the degree of control you now have over customer balances, such as your ability to use deposited funds at your discretion. Please also tell us and disclose what, if any, legal restrictions
that exist with respect to your use of deposited funds. Furthermore, please explain in detail whether you believe these amounts meet the definition of cash and cash equivalents.

Company response:

 As noted in our
response to comment 4 in our letter dated April 26, 2013, we changed our U.S. PayPal user agreement effective November 1, 2012 to explicitly state that PayPal is not an agent of the PayPal user and that U.S. customer balances would
represent an unsecured claim of the customer against PayPal (meaning that PayPal is the legal owner of the funds underlying these customer balances).* As a result of this change, PayPal now has sufficient control over its U.S. customer balances to
permit those balances to be included as assets on our consolidated balance sheet.

 However, PayPal is a licensed money transmitter or escrow
service in 47 U.S. States (including California), the District of Columbia and Puerto Rico, with applications pending in one additional state and one additional U.S. territory. Please see “Risk Factors—If our Payments business is found to
be subject to or in violation of any laws or regulations, including those governing money transmission, electronic funds transfers, money laundering, terrorist financing, sanctions, consumer protection, banking and lending, it could be subject to
liability, licensure and regulatory approval and may be forced to change its business practices” beginning on page 15 of our 2012 Form 10-K. Under California’s Money Transmission Act, Cal. Fin. Code § 2000 et seq. (the
“California Money Transmission Act”), PayPal is required to hold “eligible securities” having an aggregate market value of not less than the aggregate amount of all of its

*
For an explanation of why this change was made to the U.S. PayPal user agreement, please see “Off-Balance Sheet Arrangements” on page 72 of our 2012 Form
10-K.

 2

outstanding payment instruments and stored value obligations issued or sold in the U.S. and all outstanding money received for transmission in the U.S. The California Money Transmission Act
defines “eligible securities” to include “cash,” “[a]ny deposit in an insured bank or an insured savings and loan association or insured credit union,” “[a]ny bond, note or other obligation that is issued or
guaranteed by the United States or any agency of the United States,” and other similar instruments. See Cal. Fin. Code § 2082(b)(1)-(11). Various jurisdictions outside the U.S., as well as certain PayPal user agreements for
customers outside the U.S., also impose requirements to hold eligible liquid assets equal to at least 100% of customer balances.

 As a result
of these liquidity requirements, PayPal has elected to restrict its use of the assets underlying customer balances. PayPal also states in its U.S. user agreement, as well as in certain user agreements for customers outside the U.S., that assets
underlying customer balances are held separate from PayPal corporate funds.

 The assets underlying PayPal customer balances would meet the
definition of cash and cash equivalents per ASC 230-10-20. However, Section 210.5-02 of Regulation S-X requires separate disclosure related to restrictions on cash and cash equivalents, including “company statements of intention with
regard to” certain deposits (e.g., PayPal’s election to restrict the use of funds underlying customer balances). Additionally, ASC 942-305-50-1 requires separate disclosure of restrictions on availability to meet certain reserve
requirements. Accordingly, the restrictions noted above in the second and third paragraphs of this item 2 have led us to separately present customer balances on the face of the balance sheet and disclose the nature of the balances in Note 1 to the
consolidated financial statements. Finally, in accordance with ASC 230-10-45-6, we established a cash and cash equivalents accounting policy, as well as a separate accounting policy covering customer balances.

Item 8. Financial Statements and Supplementary Data

 Consolidated Statements of Cash Flows, page F-6

3.
We note your response to comment 6 in our letter dated April 12, 2013. You state that you consider PayPal customer accounts to be comparable to customer
deposits held at financial institutions, and as a result have considered the advances and repayments to be more akin to financing activities. Please tell us whether your use of deposited customer funds is consistent with how financial institutions
utilize customer deposits (e.g. using deposited funds for lending activities, etc.), and how differences, if any, were considered in determining your accounting policy. Please cite relevant U.S. GAAP in your response. In addition, please advise us
of your basis for not segregating customer account balances, which you state are effectively advances from customers repayable on demand, from funds receivable and funds payable.

Company response:

 In our letter dated
April 26, 2013, we noted that PayPal considers customer balances to be similar in their characteristics to demand deposits held at financial institutions. However, as noted in our response to item 2 above, PayPal is a licensed money
transmitter or escrow service in 47 U.S. States (including California), the District of Columbia and Puerto Rico, and has

 3

applications pending in one additional state and one additional U.S. territory. In addition, as further noted above, various jurisdictions outside the U.S. also impose requirements to hold
eligible liquid assets equal to at least 100% of customer balances.

 In contrast to PayPal, U.S. financial institutions such as banks and
credit unions are generally permitted to hold a lower percentage of their liabilities in liquid assets and to put funds to a wider set of uses for investment purposes, including certain lending activities. See, e.g., FRB, Reserve
Requirements of Depository Institutions, 12 C.F.R. § 204, and OCC, Comptroller’s Handbook-L (Liquidity): Safety and Soundness at 10 (illustrating the types of assets typically found on bank balance sheets, ranging from Fed Funds to Bank
Owned Life Insurance). Due to the regulatory requirements highlighted in the first paragraph of this item 3, PayPal’s primary intent is to preserve the principal of assets underlying customer balances as opposed to generating a return on those
assets, which is typically the aim of financial institutions. Therefore, PayPal’s use of the assets underlying customer balances is quite different than a financial institution’s use of customer deposits.

In addition to the above, in determining our accounting policy we considered the Staff’s discussion at the 2006 AICPA Conference on Current SEC and
PCAOB Developments, which indicates that when cash flow classification is unclear, registrants must use judgment and analysis that consider the nature of the activity and the predominant source of cash flow for these items, consistent with guidance
per ASC 230-10-45-22. Additionally, in the basis for conclusions of FAS 95, paragraph 84, the Financial Accounting Standards Board acknowledges the importance of similar categorization for linked items by stating that “…grouping cash flows
provided by or used in operating, investing, and financing activities enables significant relationships within and among the three kinds of activities to be evaluated” and “links cash flows that are often perceived to be
related….” In our response dated April 26, 2013, we noted the direct link and interrelationship between the cash flows arising from “Funds receivable and customer accounts” and “Funds payable and amounts due to
customers” (i.e. balances are always equal and offsetting, due to contemporaneous movements between the “customer accounts” and “amounts due to customers” balances). In light of the foregoing, we concluded the nature of the
activities and the predominant source of cash flow in the linked activities are akin to the advances and repayments of customer deposits by financial institutions and, thus, should be considered financing activities.

We determined, therefore, that both the intent and utilization of the assets underlying customer balances and the interrelationship and linkage of
customer funds and amounts due to customers support our accounting policy of presenting the changes in “Funds receivable and customer accounts” in the consolidated statements of cash flows in a manner that is consistent with the changes in
“Funds payable and amounts due to customers.” Accordingly, we have included both of these line items within the financing activities section in the consolidated statements of cash flows.

In regards to the basis for not segregating customer account balances from funds receivable and funds payable, we make reference to Cash in Process of
Collection (“CIPC”) identified in the AICPA Audit and Accounting Guide for Depository and Lending Institutions: Banks and Savings Institutions, Credit Unions, Finance Companies and Mortgage Companies (the “AICPA Industry
Guide”). As noted in Section 6.02 of the AICPA Industry Guide, “CIPC includes customer deposits drawn on other depository institutions that have not yet cleared, matured

 4

instruments (such as coupons and bonds), and other matured items temporarily held pending their liquidation.” As noted in our response dated April 26, 2013, we believe that PayPal’s
funds receivable and funds payable are akin to CIPC as these amounts are generally pending settlement in PayPal customers’ balances. We also note that Section 6.01 of the AICPA Industry Guide indicates that cash and cash equivalents
include CIPC. Therefore, we concluded that funds receivable and funds payable should be presented together with customer accounts in our consolidated statements of cash flows.

 *    *    *

 In the instance 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]

 5

 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

 6

May 9, 2013

Via E -Mail
John J. Donahoe
President and Chief Executive Officer
eBay Inc.
2065 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 response submitted on April 26, 2013  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 response.

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

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 response to com ment 1 in our letter dated April 12 , 2013 .  Please confirm
that in future filings you will expand your disclosure within MD&A to include the
substance of your response with modifications as necessary based on changes in
circumstances.

 John J. Donahoe
 eBay Inc.
 May 9, 2013
 Page 2

 Off-Balance Sheet Arrangements, page 72

2. We note your response to comment 4 in our letter dated April 12 , 2013 .  As you state that
you previously acted as an agent for customers and did not have control over the
customer account balances, please explain in detail the degree  of control you now have
over customer balances, such as your ability to use deposited funds at your discretion.
Please also tell us and disclose what, if any, legal restrictions that exist with respect to
your use of deposited funds.  Furthermore, please  explain in detail whether you believe
these amounts meet the definition of cash and cash equivalents.

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page F -6

3. We note your response to comment 6 in our letter dated April 12 , 2013 .  You state that
you consider PayPal customer accounts to be comparable to customer deposits held at
financial institutions, and as a result have considered the advances and repayments to be
more akin to financing activi ties.  Please tell us whether your use of deposited customer
funds is consistent with how financial institutions utilize customer deposits (e.g. using
deposited funds for lending activities, etc.), and how differences, if any, were considered
in determinin g your accounting policy.  Please cite relevant U.S. GAAP in your response.
In addition, please advise us of your basis for not segregating customer account balances,
which you state are effectively advances from customers repayable on demand, from
funds receivable and funds payable.

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 cont act me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 eBay Inc.

2065 Hamilton Avenue

 San Jose, CA 95125

 April 26, 2013

 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. 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 April 12, 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”) concerning the document listed above (the “2012 Form 10-K”).

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 comments 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

 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 compared 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 certain earnings from your operations in 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.

Company response:

 There
are several reasons for the differences between the relative amounts of our pretax earnings and revenues attributable to the U.S. as compared to the rest of the world.

 First, the difference is impacted by our GSI business segment, which was added upon our acquisition of GSI Commerce, Inc. (“GSI”) in June 2011 and which has substantially all of its operations
in the U.S. As evident in “Note 5 – Segments” in the Notes to Consolidated Financial Statements in the 2012 Form 10-K, the GSI business segment has substantially lower margins than our Marketplaces and Payments business
segments. Accordingly, GSI is a factor in causing our U.S. pretax earnings as a percentage of U.S. revenues to be lower than our non-U.S. pretax earnings as a percentage of non-U.S. revenues.

Second, we note that a disproportionate amount of our expense relating to stock-based compensation is recorded in the U.S. as the related
employees are based in the U.S. Similarly, a disproportionate amount of expense relating to amortization of acquired intangible assets is recognized in the U.S. based on the relative mix of intangibles relating to U.S. acquisitions versus
non-U.S. acquisitions. See “Note 16 – Stock-Based and Employee Savings Plans” and “Note 4 – Goodwill and Intangible Assets,” respectively, in the Notes to Consolidated Financial Statements in the 2012 Form 10-K.

 Third, even though the relative profitability of our U.S. and international operations is not a basis on which we manage our
business, some of our international operations are more profitable than our U.S. operations, with higher gross margins in certain non-U.S. geographies for some of our product offerings within our Marketplaces and Payments businesses.

Finally, as a U.S.-based company, overhead relating to our corporate operations more significantly impacts our U.S. pretax income.

 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 the potential reasons for changes in the nonpayment rate among Bill Me Later users. It is our understanding that

 2

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 impact 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.

 Company response:

 Implementing modifications to the
risk parameters of the Bill Me Later (“BML”)1
loan receivables portfolio is a fundamental component of our strategy of managing the portfolio. Historically, we have made minor modifications to these risk parameters from time to time in the ordinary course of business that we do not believe have
been material. Moreover, to the extent modifications have been made, their impact on the overall performance and credit quality of the BML portfolio has been disclosed, in accordance with ASU 310 Receivables, in the note captioned “Loans
and Interest Receivable, Net” in the Notes to Consolidated Financial Statements in our Annual Reports on Form 10-K and the Notes to Condensed Consolidated Financial Statements in our Quarterly Reports on Form 10-Q. In addition, we
believe that our loan loss methodology captures the impact of modifications to BML’s risk parameters, as well as other factors, such that the consolidated provision for transaction and loan losses for the respective periods is adequate and
takes into consideration BML’s historical charge-off trends.

 Moreover, a significant majority of the change in
BML’s provision for loan losses in 2012 compared to 2011 was driven by growth in the overall size of the loan receivables portfolio, rather than by modifications to the risk parameters of the portfolio. Additionally, as discussed under
“Provision for Transaction and Loan Losses” on page 66 in the 2012 Form 10-K, BML’s provision for loan losses is one of a number of different components contributing to our consolidated provision for transaction and loan losses and,
in 2012, represented only approximately 20% of our total consolidated provision for transaction and loan losses.

 In light of
the foregoing, we respectfully submit that any further discussion of changes to BML’s risk parameters would not be meaningful to investors. However, as we have done historically, we will continue to monitor the changes in BML’s provision
for loan losses and the resulting impact on our consolidated provision for transaction and loan losses and our overall performance so that appropriate disclosures can, if necessary, be included in future filings on Form 10-K and Form 10-Q.

 Liquidity and Capital Resources, page 68

3.
You disclose 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

1
 As disclosed in the 2012 Form 10-K, BML is neither a chartered financial institution nor a licensed lender; instead, BML relies on a bank or licensed
lender to extend credit to consumers and we subsequently purchase the receivables related to those consumer loans from the lender.

 3

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 needs should be discussed, to the extent material. Refer to the guidance in Item 303 of Regulation S-K and SEC Release No. 33-8350.

Company response:

 We
issued $3 billion of senior notes in 2012 as part of our plan to opportunistically take advantage of the low interest rate environment and to bolster our cash resources to support the growth of our business. The proceeds from our issuance of these
senior notes were not designated for any particular purpose but, instead, were added to other available funds and applied to finance a broad range of general corporate purposes. In that regard, our working capital and other cash needs are discussed
in detail throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2012 Form 10-K. For example:

•

 On page 63, we provide a detailed summary of the components of cost of net revenue.

•

 On pages 64 through 68, we discuss in detail the components of sales and marketing expense, product development expense, general and administrative
expense and other expenses.

•

 On pages 68 and 69 and in the statement of cash flows on pages F-6 and F-7, we provide detailed information on cash used in operating, investing and
financing activities, including the $550 million net repayment of commercial paper.

•

 The table on page 71 provides a year by year summary of our commitments for debt, capital leases, operating leases and purchase obligations.

 We respectfully submit that these and other disclosures in the 2012 Form 10-K provide readers with an ample
discussion of both the nature and amount of our material working capital needs. Moreover, because the proceeds from the senior notes were added to other available funds to be deployed for a variety of purposes, we are not able to indicate with
certainty the specific purposes for which those proceeds were or will be applied, beyond the repayment of commercial paper discussed in the 2012 Form 10-K. Likewise, because we expend funds for working capital purposes on an ongoing basis, we do not
believe that a detailed discussion of the timing of particular working capital expenditures would provide meaningful information to investors. Accordingly, we respectfully submit that, in light of the foregoing, any further detail on the use of
proceeds from the sale of the senior notes would not be material to an overall understanding of our cash needs or how we finance our business.

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

 4

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 before 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.

Company response:

 We
apply FASB Concepts Statement No. 6, “Elements of Financial Statements,” to determine whether or not customer account balances should be reflected as an asset (customer accounts) with an offsetting liability (amounts due to
customers) in our consolidated balance sheet. Based on FASB Concepts Statement No. 6, an asset represents a probable future economic benefit obtained or controlled by a particular entity as the result of past transactions or events. In
determining whether or not we have control of PayPal customer accounts, we evaluate the ability of creditors to access those accounts in the event of bankruptcy. As noted in ASC 860, “Transfers and Servicing,” an entity has
relinquished control of an asset when the asset is isolated and “put presumptively beyond the reach of the entity and its creditors, even in bankruptcy, or other receivership.” The isolation of an asset is a legal determination in its
application and depends on the regulatory and judicial environment in each applicable jurisdiction. We have applied the authoritative literature based on the terms of our PayPal user agreements and our assessment of how courts in the jurisdictions
in which we operate would interpret the applicable form of user agreement under local laws.

 Prior to the changes implemented
in November 2012, the U.S. PayPal user agreement stated that PayPal acts as an agent/custodian for the PayPal user with respect to U.S. customer account balances and maintains those funds with one or more U.S. banks in PayPal’s name for the
benefit of its users. PayPal explicitly did not act as trustee or fiduciary with respect to its customers’ funds. Under federal bankruptcy law, customer account balances were considered isolated from the claims of PayPal’s creditors due
primarily to the agency relationship that had been established between the customers and PayPal. In addition, the Federal Deposit Insurance Corporation (“FDIC”) had confirmed the eligibility for U.S. PayPal customers to receive the maximum
available FDIC pass-through insurance coverage on their account balances, as long as the banks’ records indicated the custodial nature of the relationship, and PayPal maintained the appropriate records of its customers’ balances. Based on
the foregoing, we had determined that PayPal customer accounts did not constitute an asset because we did not have control over the customer account balances. Accordingly, we did not include U.S. customer account balances on our quarterly
consolidated balance sheet prior to December 31, 2012.

 We decided to change our U.S. PayPal user agreement effective
November 1, 2012 to explicitly state that PayPal is not an agent of the PayPal user, and that U.S. customer balances would represent an unsecured claim of the customer against PayPal. See “Off-Balance Sheet Arrangements” on page 72 of
the 2012 Form 10-K. As a result, PayPal’s U.S. customer balances were no longer eligible for FDIC pass-through insurance coverage effective November 1, 2012. Under federal bankruptcy law, these customer account balances are no longer
considered isolated from the claims of PayPal’s creditors due primarily to the cessation of the agency relationship that had been established between the customer and PayPal under the prior user agreement. In light of the foregoing, we
concluded that we should include those balances on our consolidated balance sheet at December 31, 2012.

 5

 Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page F-6

5.
We note 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.

 Company response:

 Cash used for the purchase of property and equipment has been presented on a gross basis in the statement of cash flows
consistent with ASC 230-10-45-7. The correct description of the line item should be “Purchases of property and equipment” as the balances represent the gross cash amount used in purchases of property and equipment during the respective
periods. As such, we removed the word “net” from the applicable line item in the condensed consolidated statement of cash flows in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, and will do the same
in future filings on Form 10-Q and Form 10-K.

6.
We note your presentation 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 presen

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

May 3, 2012
 Via E-mail

Robert Swan Senior Vice President and Chief Financial Officer eBay Inc. 2145 Hamilton Avenue San Jose, CA 95125
Re: eBay Inc.
Form 10-K for the Fiscal Year Ended December 31, 2011 Filed January 31, 2012
  File No. 000-24821

Dear Mr. Swan:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Andrew Mew

Andrew Mew Accounting Branch Chief
 Via E-mail

cc:  Phillip DePaul

CORRESP
1
filename1.htm

Correspondence

 eBay Inc.

2065 Hamilton Avenue

San Jose, CA 95125

 April 25, 2012

 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. Andrew D. Mew

Mr. Jason Niethamer

 Ms. Donna Di
Silvio

 Re:

 eBay Inc.

 Form 10-K
for the Fiscal Year Ended December 31, 2011

 Filed January 31, 2012

 File No. 000-24821

 Ladies and Gentlemen:

 Thank you for your letter dated April 11, 2012 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 document 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, 2011

 Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 53

 Results of Operations, page 54

 Marketplaces Net Transaction Revenues, page 57

1.
We note in your disclosure explaining that the increase in Marketplaces net transaction revenues from 2009 to 2010 was partially offset by the impact of pricing
initiatives. Please tell us more information about these pricing initiatives and what consideration you gave to including this detail in your disclosure. Additionally, please tell us if these pricing initiatives are a trend that you continue to
implement.

 Securities and Exchange Commission

 April 25, 2012

  Page
 2

 Company response:

 The reference to pricing initiatives in Management’s Discussion and Analysis of Financial Condition and Results of Operations refers to discounts given to our highest rated sellers and changes to our
seller fee structure. These pricing changes were made in 2010 and were collectively designed to more closely align our fee structure with our sellers’ interests. As such, we believe these initiatives were more appropriately described
collectively rather than individually. The pricing initiatives implemented in 2010 have not subsequently been materially changed. From time to time, we may implement new pricing initiatives in different geographies and markets and we will disclose
the impact of, and known trends with respect to, such pricing initiatives, as appropriate.

 Payments Net Transaction Revenues, page 57

2.
We note the increase in the number of online merchants offering PayPal as a payment option was a primary driver to the increase in your Merchant Services net TPV
(Total Payment Volume). Please tell us the number of online merchants offering PayPal as a payment option for each of the reporting periods presented. Please also tell us what consideration you gave to providing this detail within the filing to
provide a frame of reference that allows readers to understand the effects of material changes and events and known material trends and uncertainties arising during the periods discussed.

Company response:

 Management
respectfully advises Staff that it does not consider the number of merchants offering PayPal to be a key operating metric. As a result, we do not believe that providing this information will help investors understand our PayPal business. In
contrast, management considers Merchant Services net Total Payment Volume (MS TPV), which measures payment volume off of the eBay.com platform and its localized counterparts, to be a key operating metric and the most meaningful performance measure
for investors to evaluate consumer and merchant adoption of PayPal off of eBay. We provide investors with information regarding the proportion of TPV that constitutes MS TPV as well as MS TPV growth rates in our periodic reports. In future filings,
we will (a) identify MS TPV as a key operating metric that our senior management regularly reviews to evaluate our financial results and (b) disclose MS TPV in the “Supplemental Operating Data” table of key operating metrics that
we believe are significant factors affecting our net revenues.

 2

 Securities and Exchange Commission

 April 25, 2012

  Page
 3

 Liquidity and Capital Resources, page 62

 Off-Balance Sheet Arrangements, page 66

3.
We note your disclosure that “Customer balances held as direct claims against PayPal or as an agent or custodian on behalf of our customers are not reflected in
our consolidated balance sheet.” This statement appears to contradict with the disclosure on page F-11 that “Customer balances held as direct claims against PayPal are included on our consolidated balance sheet…” Please
clarify this apparent contradiction or revise future filings, as appropriate.

 Company response:

In our Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on April 20, 2012, we disclosed under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Off-Balance Sheet Arrangements” that “Customer balances held as an agent or custodian on behalf of our customers
are not reflected in our consolidated balance sheet.” We will include this or similar language in future filings on Form 10-K and 10-Q, revised as appropriate in light of facts and circumstances existing from time to time.

Notes to Consolidated Financial Statements, page F-8

 Note 1 – The Company and Summary of Significant Accounting Policies, page F-8

Customer Accounts, page F-11

4.
We note your disclosure that based on differences in regulatory requirements and commercial laws in the jurisdictions where PayPal operates, the customer balances
you hold are either reflected on the consolidated balance sheet as funds receivable and customer accounts with an offsetting liability in funds payable and amounts due to customers, when these funds are considered to be direct claims against PayPal;
or, the customer balances are not reflected in the consolidated balance sheet, when these funds are considered to be held as an agent or custodian on behalf of your customer. Please revise or clarify the different regulatory requirements or
commercial law that would require the different classification and please provide us the authoritative accounting guidance you relied upon for your current policy.

 Company response:

 We apply FASB Concepts Statement No. 6, “Elements of Financial
Statements,” to determine whether or not customer account balances should be reflected as an asset (customer accounts) with an offsetting liability (amounts due to customer) in our consolidated balance sheet. Based on FASB Concepts Statement
No. 6, an asset represents a probable future economic benefit obtained or controlled by a particular entity as the result of past transactions or events. In determining whether or not we have control of PayPal customer accounts, we evaluated
the ability of creditors to access those accounts in the event of bankruptcy. As noted in ASC 860,

 3

 Securities and Exchange Commission

 April 25, 2012

  Page
 4

Transfers and Servicing, an entity has relinquished control of an asset when the asset is isolated and “put presumptively beyond the reach of the entity and its creditors, even in
bankruptcy, or other receivership.” The isolation of an asset is a legal determination in its application and depends on the regulatory and judicial environment in each jurisdiction. We have applied the authoritative literature based on the
terms of our PayPal user agreements and our assessment of how courts in the jurisdictions in which we operate would interpret the applicable form of user agreement under local laws.

•

 U.S. As stated in our U.S. PayPal user agreement, PayPal acts as an agent/custodian to the PayPal user with respect to customer account balances
and facilitates its users keeping those balances with a bank. PayPal explicitly does not act as trustee, fiduciary, or escrow with respect to its customers’ funds. Under federal bankruptcy law, customer account balances are isolated from the
claims of PayPal’s creditors due primarily to the agency relationship that has been established between the customer and PayPal. In addition, the Federal Deposit Insurance Corporation (FDIC) has confirmed eligibility for PayPal customers to
receive the maximum available FDIC pass-through insurance coverage on their account balances. Based on the foregoing, we determined that PayPal customer accounts do not constitute an asset because we do not have control over the customer account
balances. Accordingly, we do not include U.S. customer account balances on our consolidated balance sheet.

•

 European Union. In contrast to the U.S., our PayPal customer account balances in the European Union represent an unsecured debt between PayPal
and the user. Our European Union PayPal user agreement, issued by PayPal (Europe) S.a.r.l. et Cie, SCA, a wholly owned subsidiary of PayPal that is licensed and regulated as a bank in Luxembourg (“PayPal (Europe)”), states that the
customer account balances are not protected by the Luxembourg deposit guarantee schemes provided by the Association pour la Garantie des Dépôts Luxembourg. Accordingly, those customer account balances are at risk in the event of the
insolvency of PayPal (Europe). As such, we concluded that we do have control over such customer account balances and have therefore included those balances on our consolidated balance sheet.

•

 International (excluding the European Union). Local regulatory environments outside the U.S. and the European Union generally do not respect the
agency relationship that the terms of the PayPal user agreement are meant to establish. Under local bankruptcy laws outside the U.S. and the European Union, customer account balances are generally at risk in the event of the insolvency of the local
PayPal entity through which PayPal serves such customers. As such, we concluded that we do have control over such PayPal customer account balances and have therefore included those balances on our consolidated balance sheet.

 *        *        *

 4

 Securities and Exchange Commission

 April 25, 2012

  Page
 5

 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.

 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 (415-772-1231), 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

 5

April 11, 2012
 Via E-mail

Robert Swan Senior Vice President and Chief Financial Officer eBay Inc. 2145 Hamilton Avenue San Jose, CA 95125
Re: eBay Inc.
Form 10-K for the Fiscal Year Ended December 31, 2011 Filed January 31, 2012
  File No. 000-24821

Dear Mr. Swan:
 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents.  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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2011

 Item 7: Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 53
 Results of Operations, page 54

 Marketplaces Net Transaction Revenues, page 57

1. We note in your disclosure e xplaining that the increase in Marketplaces net transaction
revenues from 2009 to 2010 was partially offset by the impact of pricing initiatives.  Please tell us more about these pricing init iatives and what consideration you gave to
including this detail in your disclosure.  Additionally, pl ease tell us if these pricing
initiatives are a trend that you continue to implement.

Robert Swan eBay Inc. April 11, 2012 Page 2

Payments Net Transaction Revenues, page 57

2. We note the increase in the number of onlin e merchants offering PayPal as a payment
option was a primary driver to the increase in  your Merchant Services net TPV (Total
Payment Volume).  Please tell us the number of online merchants offering PayPal as a
payment option for each of the reporting peri ods presented.  Please also tell us what
consideration you gave to providing this detail  within the filing to provide a frame of
reference that allows readers to understand the effects of mate rial changes and events and
known material trends and uncertainties aris ing during the periods being discussed.
 Liquidity and Capital Resources, page 62

 Off-Balance Sheet Arrangements, page 66

3. We note your disclosure that “C ustomer balances held as direct claims against PayPal or
as an agent or custodian on be half of our customers are not reflected in our consolidated
balance sheet.”  This statement appears to co ntradict with the disclosure on page F-11
that “Customer balances held as direct claims against PayPal are  included on our
consolidated balance sheet. . .”  Please clarif y this apparent contradiction or revise future
filings, as appropriate.
 Notes to Consolidated Financial Statements, page F-8

 Note 1 – The Company and Summary of Si gnificant Accounting Policies, page F-8

 Customer Accounts, page F-11

4. We note your disclosure that based on di fferences in regulatory requirements and
commercial law in the jurisdictions where Pa yPal operates, the customer balances you
hold are either reflected on the consolidat ed balance sheet as funds receivable and
customer accounts with an offsetting liabili ty in funds payable and amounts due to
customers, when these funds are considered to be direct claims against Paypal; or, the
customer balances are not reflected in the consolidated balance sheet, when these funds
are considered to be held as an agent or custodian on behalf of your customer.  Please
revise to clarify the differe nt regulatory requirements or  commercial law that would
require the different classi fication and please provide us  the authoritative accounting
guidance you relied upon for your  current policy.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 they have made.

Robert Swan eBay Inc. April 11, 2012 Page 3

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 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 federa l securities laws of  the United States.

You may contact Jason Niethamer, Assist ant Chief Accountant, at (202) 551-3855 or
Donna Di Silvio, Staff Accountant, at (202)  551-3202 if you have que stions regarding our
comments.  Please contact me at (202) 551-3377 with any other questions.
Sincerely,
    /s/ Andrew Mew
 Andrew Mew Accounting Branch Chief

Via E-mail

cc:  Phillip DePaul

August 30, 2011
 Via-Email

Mr. John 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, 2010
Filed January 28, 2011 Definitive Proxy Statement on Schedule 14A Filed March 21, 2011 File No. 000-24821

Dear Mr. Donahoe:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in response to our co mments do not foreclose the Commission from
taking any action with respect to the company or  the filings and the company may not assert
staff comments as a defense in any proceed ing initiated by the Commission or any person
under the federal securities laws of the Un ited States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filings to be certain that
the filings include the information the Securi ties Exchange Act of 1934 and all applicable
rules require.

 Sincerely,
   /s/ Mara L. Ransom
Mara L. Ransom Legal Branch Chief

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

July 26, 2011
 Via-Email

Mr. John 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, 2010
Filed January 28, 2011 File No. 000-24821

Dear Mr. Donahoe:
 We have reviewed the above referenced filing and your letter da ted June 27, 2011 in
response to our comment letter dated June 13, 2011 and have the following comments.  In 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Item1. 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 f iling.  Please see Item
101(b) of Regulation S-K.

Mr. John Donahoe  eBay Inc.  July 26, 2011 Page 2

 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 re sponse letter dated J une 27, 2011.  Please also
provide us your proposed revisions for Mess rs. Cook, Ford and Tierney or tell us why
you believe this is unnecessary.  Please s ee Item 401(e)(1) of Regulation S-K.
 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 le tter 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 Awa rds Table. In the new row for eIP grants
for individual performance, [you] will identi fy a target and a maximum.”  We further
note your response stating “[i]n future filings , [you] will revise th e disclosure in the
Summary Compensation Table to move the portio n of the eIP payout related to individual
performance from the Bonus column to the N on-Equity Incentive Plan column.”  Before
making these future revisions and with a vi ew to understanding how  this element of
compensation should be disclosed  the Summar y Compensation Table, please explain:

 the process associated with establishi ng the “target” and “maximum” amounts;
 the performance criteria used in de termining 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
 the level of discretion exercised when  assessing the ultimate funding of the
individual performance component.

Please see Question 119.02 in the Compliance an d Disclosure Interpre tations relating to
Regulation S-K, locat ed at our website.

Please contact Angie Kim, Staff Attorney, at (202) 551- 3535 or me, at (202) 551-3264,
with any questions.
Sincerely,
   /s/ Mara L. Ransom
Mara Ransom Legal Branch Chief

CORRESP
1
filename1.htm

SEC Response Letter

 eBay Inc.

2065 Hamilton Avenue

San Jose, CA 95125

 June 27, 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

  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 June 13, 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”) regarding 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 statement on page 46 that you “generate the majority of [y]our revenues internationally.” To the extent applicable, please disclose the
information required by Item 101(d)(1)(ii) and Item 101(d)(3) of Regulation S-K. Please see Instruction 1 to Item 101 of Regulation S-K.

 Securities and Exchange Commission

 June 27, 2011

  Page
 2

 Company response:

 We respectfully guide the Staff to page 11 of our Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”) where we discuss our “Segments and Geographic
Information”. We refer the reader to “Note 6 – Segments” in our consolidated financial statements included in the 2010 Form 10-K in lieu of presenting duplicative information.

To address the Staff’s comment relating to Item 101(d)(3) of Regulation S-K, we plan to add a statement to the following effect in future
filings on Forms 10-K and 10-Q:

 Because we generated the majority of our revenues internationally in recent
periods, including the years ended December 31, — [and —] [and the first — months of —], we are subject to the risks of doing business in foreign countries as discussed under “Item 1A – Risk Factors.”

 This language will be included under “Results of Operations” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and will be revised
appropriately, if necessary, to reflect facts and circumstances existing from time to time.

2.
We note your disclosure on pages one and two discussing your Marketplaces and Payments segments. Please provide a measure of profit or loss and total assets for each
of these segments. Please see Item 101(b) of Regulation S-K.

 Company response:

We respectfully guide the Staff to page 11 of our 2010 Form 10-K where we discuss our “Segments and Geographic Information”. We refer the reader
to “Note 6 – Segments” in our consolidated financial statements included in the 2010 Form 10-K in lieu of presenting duplicative information.

 Other Items, page 10

 Intellectual Property, page 11

3.
We note your statement that you “regard the protection of [y]our intellectual property as critical to [y]our success.” To the extent material to an
understanding of your business, please disclose the importance to each segment and the duration and the effect of all patents, trademarks and licenses. Please see Item 101(c)(1)(iv) and Instruction 1 to Item 101 of Regulation S-K.

 Company response:

 We have a broad portfolio of intellectual property that includes patents, patent applications, domain names, trademarks and copyrights. However, apart from the “eBay” and “PayPal”
trademarks, we do not believe that any individual item of intellectual property is critical to an understanding of our business. Accordingly, except as noted below, we respectfully submit that the identification of specific items of intellectual
property or the disclosure of their specific terms would not be meaningful to investors and, in any event, is not required under Item 101(c)(1)(iv) and Instruction 1 to Item 101 of Regulation S-K. However, in future filings on
Form 10-K, we will expressly indicate the importance of the eBay and PayPal trademarks to our business. For example, in future filings on Form 10-K we intend to revise the first sentence appearing under the caption “Intellectual Property”
on page 11 of our 2010 Form 10-K to read as follows:

 We regard the protection of our intellectual property,
particularly the eBay and PayPal trademarks, as critical to our success.

 2

 Securities and Exchange Commission

 June 27, 2011

  Page
 3

 Likewise, we plan to add a similar statement in the Risk Factors section in future filings on Forms 10-K
and 10-Q. For example, in future filings we intend to revise the first sentence appearing under the caption “We may be unable to protect or enforce or own intellectual property rights adequately” on page 38 of our 2010 Form 10-K to read as
follows:

 We regard the protection of our intellectual property, including our trademarks (particularly those
covering the eBay and PayPal names), patents, copyrights, domain names, trade dress and trade secrets, as critical to our success.

Item 1A. Risk Factors, page 11

4.
Please delete the last sentence in the first paragraph in which you state that other events that you do not currently anticipate or currently deem immaterial may
adversely affect your results of operations and financial condition. Please note that all material risks should be described in your disclosure. If risks are not deemed material, you should not reference them.

Company response:

 We will delete this
sentence in future filings on Forms 10-K and 10-Q.

 Item 3: Legal Proceedings, page 39

5.
We note press releases dated July 2010 discussing a legal proceeding initiated by XPRT Ventures where you are being sued for approximately $3.8 billion in
monetary damages. We further note you do not appear to discuss this proceeding in your filing. To the extent material, please provide the information required by Item 103 of Regulation S-K for this matter.

Company response:

 We respectfully
advise the Staff that, as disclosed on page 17 of in our 2010 Form 10-K under “Item 1A. Risk Factors—We are subject to patent litigation,” we, like many other large companies in the technology industry, have repeatedly been sued for
alleged patent infringement.

 After due consideration, we determined that the litigation brought by XPRT Ventures (“XPRT”) is not
material for purposes of Item 103 of Regulation S-K. While the aggregate amount of the damages sought in this action does not fit within the safe harbor provided by Instruction 2 to Item 103 of Regulation S-K, we have evaluated whether the
litigation is material considering both quantitative and qualitative factors.

 We based our conclusion upon, among other things, our
considerable past experience in dealing with intellectual property lawsuits; the early stage of the litigation; the relative strengths and weaknesses of the claims asserted; the various defenses available to us; the extent to which XPRT is likely or
unlikely to prevail in its claims; the extent to which XPRT is likely or unlikely to recover all or some part of its alleged damages or to receive injunctive relief; and the pending reexamination by the U.S. Patent and Trademark Office of patents
asserted by XPRT in the litigation. We note that, in its first amended complaint, XPRT dropped its trade secrets claim. Based on our consideration of these quantitative and qualitative factors, we concluded that the litigation is not a material
legal proceeding within the meaning of the first sentence of Item 103 of Regulation S-K. Furthermore, patent lawsuits by non-practicing entities are common in the technology industry. We consider this matter to be ordinary routine litigation
incidental to our business within the meaning of Item 103 of Regulation S-K, and we believe it important to avoid disclosure of spurious or immaterial claims so that investors can focus on lawsuits that we believe are of true importance to an
understanding of our business.

 3

 Securities and Exchange Commission

 June 27, 2011

  Page
 4

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

 Results of Operations, page 46

6.
Under Provision for Income Taxes on page 53 you state your provision for income taxes differs from the amount computed by applying the statutory
U.S. federal rate due primarily to foreign income with lower tax rates and tax credits. Please provide disclosure to explain in greater detail the impact on your effective income tax rates and obligations of having proportionally higher
earnings in countries where you have lower tax rates. In this regard, it appears separately discussing the foreign effective income tax rates would provide important information necessary to better understand your results of operations. See
Item 303(a)(3)(i) of Regulation S-K and Section III.B of SEC Release 33-8350.

 Company response:

In our future filings on Form 10-K, we will expand the discussion of our provision for income taxes appearing in “Management’s Discussion and
Analysis of Financial Condition and Results of Operations.” For example, we would have included language to the following effect in our 2010 Form 10-K:

 Our 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 certain earnings from our operations
in certain lower-tax jurisdictions outside the U.S. The impact on our provision for income taxes of foreign income being taxed at rates different than the U.S. federal statutory rate was a benefit of approximately $441.0 million in 2010 and
approximately $476.0 million in 2009. A significant portion of these benefits, which totaled approximately $284.0 million in 2010 and approximately $300.0 million in 2009, resulted from tax rulings we have received that provide for lower rates of
taxation on certain classes of income. The foreign jurisdictions with lower tax rates that had the most significant impact on our provision for income taxes in the periods presented include Singapore, Switzerland, Korea and Luxembourg.

Our provision for income taxes is volatile and, in general, is adversely impacted by earnings being lower than anticipated
in countries that have lower tax rates and higher than anticipated in countries that have higher tax rates. Our provision for income taxes does not include provisions for U.S. income taxes and foreign withholding taxes associated with the
repatriation of a substantial portion of undistributed earnings of certain foreign subsidiaries because we intend to reinvest those earnings indefinitely in our foreign subsidiaries. If these earnings were distributed into the United States in the
form of dividends to eBay companies domiciled in the United States or otherwise, or if the shares of the relevant foreign subsidiaries were sold or otherwise transferred, we would be subject to additional U.S. income taxes (subject to an adjustment
for foreign tax credits) and foreign withholding taxes. Further, as a result of certain of our ongoing employment and capital investment actions and commitments, our income in certain countries is subject to reduced tax rates and in some cases is
wholly exempt from tax. Our failure to meet these commitments could adversely impact our provision for income taxes.

 We will include this or
similar language in future filings on Form 10-K, revised appropriately in light of facts and circumstances existing from time to time.

Item 15. Exhibits and Financial Statement Schedule

 Exhibits, page 65

7.
We note the Credit Agreement filed as Exhibit 10.24 does not appear to include any of the referenced schedules. Please advise or refile a complete copy of this
agreement with your next periodic report.

 4

 Securities and Exchange Commission

 June 27, 2011

  Page
 5

 Company response:

 We plan to re-file the Credit Agreement, together with the schedules in question, as an exhibit to our upcoming Quarterly Report on Form 10-Q for the quarter ending June 30, 2011.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 1 – The Company and Significant Accounting Policies, page 74

 Cash and cash equivalents, page 76

8.
Under Risk Factors on page 26 you indicate that one of the risks of doing business internationally is that you are subject to restrictions on the repatriation
of funds. Please clarify for us whether you have cash held by foreign subsidiaries that is not available for your domestic operations and/or is required by local jurisdictions to be held by the subsidiaries. To the extent the cash is restricted as
to usage; please disclose the amount and the provisions of any restrictions. See Rule 5-02 of Regulation S-X. If the cash is not restricted, please explain to us the specific restrictions you are subject to as it relates to the repatriation of
funds.

 Company response:

 As disclosed in “Note 7 – Investments,” as of December 31, 2010 we had approximately $22 million in cash that was restricted (within the meaning of Rule 5-02 of Regulation S-X)
pursuant to, among other things, the provisions of various lease arrangements, benefit plans and other arrangements arising in the normal course of business. However, the “restrictions” mentioned in the risk factor on page 26 are not
restrictions within the meaning of Rule 5-02. Instead, they refer to the adverse tax consequences that may result from the repatriation of funds from abroad into the U.S., and to the possibility that foreign governments may impose currency controls
or other restrictions on the repatriation of funds. To clarify this distinction, in future filings we will revise this risk factor by deleting the reference to “restrictions on repatriation of funds” and adding a new bullet point in this
risk factor to the following effect:

•

 our ability to repatriate funds from abroad without adverse tax consequences and the possibility that foreign governments may impose currency controls
or other restrictions on the repatriation of funds;

 Note 13 – Commitments and Contingencies, page 91

9.
 We note your disclosures here regarding the various litigation matters you are exposed to. We also note that in the majority of these situations,
you have not clearly disclosed either: (i) the possible loss or range of loss; or (ii) a statement that an estimate of the loss cannot be made. FASB ASC 450 (formerly SFAS 5) indicates that if an unfavorable outcome is determined to be
reasonably possible but not probable, or if the amount of loss cannot be reasonably estimated, accrual would be inappropriate, but disclosure must be made regarding the nature of the contingency and an estimate of the possible loss or range of
possible loss or state that such an estimate cannot be made. Additionally, we note that in instances where an accrual may have been recorded as all of criteria in FASB ASC 450-20-25-2 have been met, you have not disclosed whether an accrual was made
or the amount of the accrual which may be necessary in certain circumstances, nor has there been disclosure indicating that there is an exposure to loss in excess of the amount accrued and what the additional loss may be for your litigation matters.
Please revise your disclosures beginning in your Form 10-Q for the second quarter to include all of disclosures required by

 5

 Securities and Exchange Commission

 June 27, 2011

  Page
 6

paragraphs 3-5 of FASB ASC 450-20-50. In this regard, we do not believe that general boi

June 13, 2011

Via E-mail
John 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, 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

Dear Mr. Donahoe:
 We have reviewed your filings 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 te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Item1. Business, page, 1

 Overview, page 1

1. We note your statement on page 46 that you “gen erate the majority of [y]our revenues
internationally.”  To the extent applicable , please disclose the information required by
Item 101(d)(1)(ii) and Item 101(d)(3) of Regula tion S-K.  Please see In struction 1 to Item
101 of Regulation S-K.

John Donahoe  eBay Inc.  June 13, 2011  Page 2

 2. We note your disclosure on pages one a nd two discussing your Marketplaces and
Payments segments.  Please provide a measure of profit or loss and total assets for each
of these segments.  Please see Item 101(b) of Regulation S-K.
 Other Items, page 10

 Intellectual Property, page 11

3. We note your statement that you “regard the pr otection of [y]our intellectual property as
critical to [y]our success.”  To the extent material to an understanding of your business,
please disclose the importance to each segm ent and the duration and the effect of all
patents, trademarks and licenses.  Please s ee Item 101(c)(1)(iv) and Instruction 1 to Item
101 of Regulation S-K.
 Item 1A. Risk Factors, page 11

4. Please delete the last sentence in the first pa ragraph in which you state that other events
that you do not currently anticip ate or currently deem immate rial may adversely affect
your results of operations and financial conditi on.  Please note that all material risks
should be described in your di sclosure.  If risks are not deemed material, you should not
reference them.
 Item 3: Legal Proceedings, page 39

5. We note press releases dated July 2010 disc ussing a legal proceeding initiated by XPRT
Ventures where you are being sued for approxi mately $3.8 billion in monetary damages.
We further note you do not appear to discuss this  proceeding in your filing.  To the extent
material, please provide the information re quired by Item 103 of Regulation S-K for this
matter.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of

Operations
 Results of Operations, page 46

6. Under Provision for Income Taxes on page 53 you state your provision for income taxes
differs from the amount computed by appl ying the statutory U.S. federal rate due
primarily to foreign income with lower ta x rates and tax credits.  Please provide
disclosure to explain in great er detail the impact on your effective income tax rates and
obligations of having proportionally higher earn ings in countries where you have lower
tax rates. In this regard, it appears separately discussing the foreign effective income tax
rates would provide important information n ecessary to better understand your results of
operations. See Item 303(a)(3)(i) of Regulati on S-K and Section III.B of SEC Release 33-
8350.

John Donahoe  eBay Inc.  June 13, 2011  Page 3

 Item 15.  Exhibits and Financial Statement Schedule

 Exhibits, page 65

7. We note the Credit Agreement filed as Exhibi t 10.24 does not appear to include any of
the referenced schedules.  Please advise or re file a complete copy of this agreement with
your next periodic report.
 Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 Note 1- The Company and Signifi cant Accounting Policies, page 74

 Cash and cash equivalents, page 76

8. Under Risk Factors on page 26 you indicate that one of the risks of doing business
internationally is that you ar e subject to restrictions on th e repatriation of funds. Please
clarify for us whether you have cash held by fo reign subsidiaries that  is not available for
your domestic operations and/or is required by local jurisdictions to be held by the
subsidiaries.  To the extent the cash is rest ricted as to usage; please disclose the amount
and the provisions of any restrictions. See Rule  5-02 of Regulation S-X.  If the cash is not
restricted, please explain to us the specific re strictions you are subjec t to as it relates to
the repatriation of funds.
 Note 13 – Commitments and Contingencies, page 91

9. We note your disclosures here regarding the various litigation matters you are exposed to.
We also note that in the majority of these si tuations, you have not clearly disclosed either:
(i) the possible loss or range of loss; or (ii) a statement that an estimate of the loss cannot
be made.  FASB ASC 450 (formerly SFAS 5) i ndicates that if an unfavorable outcome is
determined to be reasonably possible but not probable, or if the am ount of loss cannot be
reasonably estimated, accrual would be inappr opriate, but disclosure must be made
regarding the nature of the contingency and an estimate of the possi ble loss or range of
possible loss or state that such an estimate cannot be made. Additionally, we note that in
instances where an accrual may have been reco rded as all of criteria in FASB ASC 450-
20-25-2 have been met, you have not disclo sed whether an accrual was made or the
amount of the accrual which may be necessary in certain circumstances, nor has there
been disclosure indicating that there is an exposure to loss in excess of the amount
accrued and what the additional loss may be for your litigation matters. Please revise
your disclosures beginning in your Form 10-Q for the second quarter to include all of
disclosures required by paragraphs 3-5 of FA SB ASC 450-20-50. In this regard, we do
not believe that general boilerplate disclosu re indicating that losses may be higher than
reserves currently accrued by you or disclosu re indicating that th e outcome of a matter

John Donahoe  eBay Inc.  June 13, 2011  Page 4

 may be material to your operating results for a particular period sati sfies the criteria in
FASB ASC 450.
 Note 18 – Income Taxes, page 99

10. We note your disclosure that it is  not practicable to determine the income tax liability that
might be incurred if $8.3 billion of your non- U.S. subsidiaries’ undistributed earnings
were to be distributed.  Please explain to us  and revise your disclo sure to clarify the
nature of deferred income tax liabil ity for unremitted foreign earnings.

11. Foreign earnings indefinitely  reinvested in your interna tional operations reduced your
effective tax rate significantly in the peri ods presented.  We also note that in 2009 you
transferred about $1.1 billion in cash to the U.S. and included the tax impact of the legal
entity restructuring in your 2009 provision fo r income taxes.  In this regard, please
disclose your plans for the reinvestment of undistributed earnings in your international
operations; and the factors management consider ed in concluding that there is sufficient
evidence that your foreign subsidiaries have  permanently invested  or will invest the
undistributed earnings indefinitely .
 Definitive Proxy Statement on Schedule 14A

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

12. To the extent Mr. Andreessen was employed from July 2007 to 2009, please provide his
principal occupation and empl oyment during this timeframe .  Please also provide Mr.
Moffett’s principal occupati on and employment from June 2006 to September 2008 and
March 2009 to the present.  Similarly, and as applicable, please specify the principal
occupation and employment during the past fi ve years for Messrs. Barnholt, Cook, Ford,
Omidyar, Schlosberg and Tierney.  Please see Item 401(e)(1) of Regulation S-K.
 Compensation Discussion and Analysis, page 31

 Elements of Compensation/Executive  Compensation Practices, page 38

 Equity Incentive Awards, page 42

13. We note your statement in the penultimate  paragraph on page 40 that “funding and
payouts under the eIP are dependent and base d on eBay’s performance and individual
performance” and your statement on page 42 that “[b]ased on individual performance, the payout for the remainder of the award was funded at 100% to 200% of target for our
named executive officers (other than the CEO) and at 200% of target for the CEO.”  We
further note your disclosure in footnote one to your Grants of Plan-Based Awards table
that this table provides only the portion of the award payable based on the company’s
performance and your disclosure in the f ourth column of your Summary Compensation

John Donahoe  eBay Inc.  June 13, 2011  Page 5

 Table and corresponding footnotes that this column reflects portions of the annual award
based on individual performance.  To the exte nt material, please pr ovide the targets for
the individual performance component of your eIP, revise your Grants of Plan-Based
Awards table and provide us with your proposed disclosure.  Please see Item
402(b)(1)(v), Instruction 2 to  Item 402(d) and Interp retive Response 118.04 of our
Regulation S-K Compliance & Di sclosure Interpretation (J uly 3, 2008), available on our
website.
 Form 10-Q for the Quarterly Period Ended March 31, 2011

 Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 21
 Liquidity and Capital Res ource Requirements, page 29

14. We note you anticipate paying taxes of appr oximately $200 million in conjunction with
repatriating approximately $450 million in cas h.  In this regar d, it appears you have
changed your intentions about whether you will indefinitely reinvest at least a portion of
the undistributed earnings of your foreign subs idiaries.  Please tell us and revise your
disclosure to indicate  the amount of the income tax lia bility recognized in the current
period or previous periods for the repatriati on of undistributed earnings or explain why it
was not necessary to recognize the tax imp act.  Please refer to FASB ASC 740-30-25-19.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 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 federa l securities laws of  the United States.

You may contact Milwood H obbs, Staff Accountant, at  (202) 551-3241 or Donna
Di Silvio, Senior Staff Accountant, at ( 202) 551-3202 if you have questions regarding

John Donahoe  eBay Inc.  June 13, 2011  Page 6

 comments on the financial statements and relate d matters.  Please contact Angie Kim, Staff
Attorney, at (202) 551- 3535 or Christopher Owings, Assistant Di rector, at (202) 551-3720 with
any other questions.
Sincerely,
   /s/ Andrew D. Mew
Andrew D. Mew Accounting Branch Chief

Mail Stop 3561           September 14, 2009   Phillip P. DePaul  Vice President and Chief Accounting Officer eBay Inc. 2145 Hamilton Avenue San Jose, California  952125
 Re: eBay Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008   Filed February 20, 2009   Definitive Proxy Statement on Schedule 14A   Filed March 19, 2009   File No. 000-24821

Dear Mr. DePaul:
We have completed our review of the above referenced filings and we have no further
comments at this time.
         S i n c e r e l y ,             H. Christopher Owings         A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3268
August 24, 2009
  Via Facsimile at (650) 463-2600 and U.S. Mail

 Joseph M. Yaffe, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025

 Re: eBay Inc.
  Schedule TO-I filed August 10, 2009
  File No. 5-55743
Dear Mr. Yaffe:

We have reviewed the above filing and have the following comments.  All defined terms
in this letter have the same meaning as in the Offer to Excha nge filed as exhibit 99.(a)(1)(i) to
the Schedule TO-I, unless otherwise indicated.  Where indicated, we think you should revise the
document in response to these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclo sure.  After reviewing this information, we
may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone number listed at th e end of this letter.
 Schedule TO

Offer to Exchange, cover page and pages i-iii
1. You state on page i of your Offer to Excha nge that option holders are only eligible to
participate in the offer if they do not reside in a country where the offer is prohibited under local regulations as of the date of co mpletion.  We also note similar statements on
pages iv and 56.  The all-holders provision in Rule 13e-4(f)(8 )(i) applies equally to U.S.
holders as well as non-U.S. holders.  Refer to  the interpretive guida nce in Section II.G.1

Joseph M. Yaffe, Esq.
Latham & Watkins LLP
August 24, 2009 Page 2
of Release No. 34-58597.  While the Comm ission’s March 21, 2001 Global Exemptive
Order provides some relief from the requirement to make a tender offer available to all target security holders , you must establish th at your eligibility cr iteria excluding certain
holders of target securities are compensation-related.  Please explain in your response
letter how the exclusion of em ployees in certain foreign jurisdictions is related to a
compensatory purpose, or revise to include them in the offer.
 2. Refer to the last sentence in the first paragr aph on page ii.  It app ears that the amount of
the cash payment in exchange for certain op tion holders’ tendered options will not be
determined until the expiration date of the offer.  Thus, option holders will not know all
of material terms of the offer until shortly before or even after the expiration time, which is inconsistent with Item 4 of Schedule TO and Item 1004(a) of Regulation M-A.  Please
advise, or revise your offer.  If you revi se your offer, please consider providing
sufficient
time for these option holders to consider whether to tender or withdraw following the
announcement of the material terms of the offer.   In this regard, Rules 13e-4(f)(1)(ii) and
14e-1(b) require that you exte nd the offering period for any in crease or decrease in the
consideration offered so at least ten busi ness days remain in the offer after the
information is first sent to option holders.  If you do not intend to revise the offer in
compliance with the time frame set forth in Ru le 13e-4(f)(1)(ii), then  provide us with a
legal analysis explaining how your revised offer would comply  with Rules 13e-4(f)(1)(ii)
and 14e-1(b).  Also consider providing these option holders with a means, such as a web-
based tool, that would enable them to ascer tain the possible amount of cash they would
receive based on hypothetical closing prices  throughout the remainder of the offering
period.
 Conditions of the Offer, page 42

 3. In the fourth bullet point on page 43, you c ondition your offer on there not being “any
rules or regulations” that have been “enacted, enforced, or deemed applicable to eBay.”
This condition may be so broad as to render th e offer illusory.  Revise your disclosure so
that the condition is specific and capable of objective verification when satisfied.
 Legal Matters, page 52

 4. You state that you will not gr ant RSUs if you are prohibited by law from doing so.  While
you may condition your offer on compliance with applicable law, all conditions other than regulatory approvals must be satisfied or waived prior to the expi ration of the offer.
See Rule 14e-1(c).  Please revise.
 Closing

As appropriate, please amend your filing in re sponse to these comments.  You may wish
to provide us with marked copies of the amende d filing to expedite our review.  Please furnish a
cover letter with your amended filing that keys  your responses to our comments and provides

Joseph M. Yaffe, Esq.
Latham & Watkins LLP August 24, 2009 Page 3  any requested supplemental information.  Detailed cover letters greatly fa cilitate our review.
Please understand that we may have additional comments after reviewing your amended filing
and responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all material information
to investors.  Since the company and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
Please direct any questions regarding our comments to me at (202) 551-3267.

        S i n c e r e l y ,
           J u l i a  E .  G r i f f i t h          S p e c i a l  C o u n s e l          O f f i c e  o f  M e r g e r s          and Acquisitions

CORRESP
1
filename1.htm

SEC Letter

 Phillip P. DePaul

 Vice President, Chief Accounting Officer

 Telephone: (408) 376-6632

 Facsimile: (408) 376-7582

 July 24, 2009

H. Christopher Owings

 Assistant Director

 Division of Corporation Finance

 United States Securities Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549-7410

 RE: eBay Inc.

 Form 10-K for the Fiscal Year ended
December 31, 2008

 Filed February 20, 2009

 Definitive Proxy Statement on Schedule 14A

 Filed March 19, 2009

 File No. 000-24821

 Dear Mr. Owings:

 We are writing in response to the comments we received from Mr. Owings by letter dated July 10, 2009, regarding the above-referenced filings of eBay Inc. (the
“Company”, “we” or “eBay”). For ease of reference in this letter, your comments appear in italics directly above the Company’s responses.

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 1. Business, page 1

 Overview, page 1

1.
We note that you offer various products or services within your three reportable segments. Please disclose in tabular form for each period presented the amount or percentage of
total revenue contributed by each class of similar products or services here and in Note 4 and advise us. See Item 101(c)(1)(i) of Regulation S-K and paragraph 37 of SFAS 131.

 H. Christopher Owings

 July
24, 2009

  Page
 2

 Response

 Our three reportable segments, Marketplaces, Payments and Communications, represent our major product categories. Within each of our reportable
segments, we disclose two categories of revenues: (1) net transaction revenues in order to more closely align our net transaction revenue presentation with our key operating metrics, such as Gross Merchandise Volume (GMV) and Total Payment
Volume (TPV) and (2) marketing services and other revenues. Our net transaction revenues from our Marketplaces segment are derived primarily from listing and final value fees paid by sellers. For our Payments segment, net transaction revenues
are generated primarily by fees from merchants for payment processing services. Our Communications segment net transaction revenues are generated primarily from fees charged to users to connect Skype’s VoIP product to traditional
telecommunication networks, which are charged on a per minute basis or on a subscription basis. Our marketing services and other revenues across all reportable segments are derived principally from the sale of advertisements, revenue sharing
arrangements, classifieds fees, lead referral fees, contractual arrangements with third parties that provide services to our users and interest and fees earned on certain Payments customer account balances.

 We have disclosed net transaction revenues and marketing services and other revenue by reportable segment in Item 7, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations”, on page 51 of our Annual Report on Form 10-K for the year ended December 31, 2008. This disclosure on page 51 entitled “Net Revenues by Type” is intended to give readers a view
of our revenues by similar types of products and services across our reportable segments. We will revise future filings to include similar disclosures in tabular format in Item 1, “Business” and in the notes to our financial
statements.

 Item 2. Properties, page 3

2.
Please expand your description of properties owned or leased to address the location and general character of your materially important physical properties. In this regard, we
note that you own and lease properties in the United States and 25 other countries, but you only provide the location of your corporate headquarters. Refer to Item 102 of Regulation S-K.

 Response

 We will revise our
disclosure in future Annual Report on Form 10-K filings to provide the requested disclosure regarding our materially important physical

 H. Christopher Owings

 July
24, 2009

  Page
 3

properties. Set forth below is the disclosure we propose to provide in Item 2 of our Annual Report on Form 10-K, using information as of
December 31, 2008:

 “We own and lease various properties in the United States and 25 other countries around the world. We use the
properties for executive and administrative offices, data centers, product development offices and customer service offices. As of December 31, 2008, our owned and leased properties provided us with aggregate square footage of approximately
1.7 million and 2.3 million, respectively. In the United States, we own approximately 1.7 million square feet of space in Denver, Colorado, Draper, Utah, Omaha, Nebraska, Phoenix, Arizona, and San Jose, California. We also maintain
approximately 0.7 million square feet of leased facilities throughout the United States. We maintain 1.6 million square feet of leased facilities internationally in Australia, Austria, Belgium, Canada, China, Czech Republic, Denmark,
Estonia, France, Germany, India, Ireland, Israel, Italy, Japan, Korea, Luxembourg, The Netherlands, Poland, Singapore, Spain, Sweden, Switzerland, Taiwan, and the United Kingdom.

 As of December 31, 2008, the total square footage generally used by each of our Marketplaces, Payments and Communications segments was approximately
2.1 million, 1.6 million and 0.1 million, respectively. Our corporate headquarters located in San Jose, California, generally occupy approximately 0.2 million square feet.

 From time to time we consider various alternatives related to long-term facilities needs. While we believe our existing facilities are adequate to meet
our immediate needs, it may become necessary to lease or acquire additional or alternative space to accommodate any future growth.”

 Item 7. Management’s Discussion and Analysis of Financial Condition and Result of Operations, page 48

 Summary of
Cost of Net Revenues, Operating Expenses, page 54

 Cost of Net Revenues, page 54

3.
 We note you discuss changes in net revenues by reportable segments. In this regard, please revise to discuss the material changes in cost of revenues by
reportable segments so that investors can better understand the drivers behind material changes in cost of revenues within each segment. Your revised

 H. Christopher Owings

 July
24, 2009

  Page
 4

disclosure should also identify any known trends or uncertainties that have had or that you reasonably expect will have a material favorable or
unfavorable impact on future earnings. Refer to Item 303(a)(3) of Regulation S-K.

 Response

 We will revise the disclosure related to cost of net revenues in our future Annual Reports on Form 10-K and Quarterly Reports of
Form 10-Q to describe material changes and any known trends or uncertainties by reportable segment. Set forth below is a tabular cost of net revenues disclosure we intend to provide in Item 7, Management’s Discussion and Analysis of
Financial Condition and Results of Operations, of our Form 10-Q for the quarter ended June 30, 2009. The tabular disclosure will be accompanied by a narrative description of material changes and the primary drivers of those changes as well as
any known trends or uncertainties by reportable segment.

Three Months Ended

Six Months Ended

June 30,

Change from
2008 to 2009

June 30,

Change from
2008 to 2009

(in thousands, except percentages)

2008

2009

in Dollars

in %

2008

2009

in Dollars

in %

 Cost of net revenues:

 Marketplaces

$
224,432

$
221,689

$
(2,743
)

(1
)%

$
442,851

$
437,432

$
(5,419
)

(1
)%

 As a percentage of total Marketplaces net revenues

15.4
%

17.6
%

15.1
%

17.6
%

 Payments

266,377

289,140

22,763

9
%

505,261

570,142

64,881

13
%

 As a percentage of total Payments net revenues

44.3
%

43.2
%

42.7
%

43.4
%

 Communications

71,294

80,944

9,650

14
%

139,403

157,585

18,182

13
%

 As a percentage of total Communications net revenues

52.5
%

47.6
%

53.2
%

48.8
%

 Total cost of net revenues

$
562,103

$
591,773

$
29,670

5
%

$
1,087,515

$
1,165,159

$
77,644

7
%

 As a percentage of net revenues

25.6
%

28.2
%

24.8
%

28.3
%

 Consolidated Financial Statements

 Notes to Consolidated Financial Statements, page 81

 Note 1. The Company and Significant Accounting
Policies, page 81

4.
Tell us and disclose your accounting policy for cash and cash equivalents.

 Response

 Our accounting policy for cash and cash equivalents is disclosed in Note 7 –
Fair Value Measurement of Assets and Liabilities on page 96 of our Annual Report on Form 10-K for the year ended December 31, 2008 as follows: “Cash and cash equivalents are short-term, highly liquid investments with original or remaining
maturities of three months or less when purchased.”

 In future Annual Reports we will include our cash and cash equivalents accounting
policy in Note 1 of the notes to our consolidated financial statements.

 H. Christopher Owings

 July
24, 2009

  Page
 5

 Revenue Recognition, page
84

5.
Refer to the second paragraph of the above referenced section on page 84. We note your disclosures that a transaction is considered successfully concluded when at least one buyer
has bid above the seller’s specified minimum price or reserve, whichever is higher, at the end of the transaction term and that final value fees are recognized at the time when the transaction is successfully concluded. Explain to us how this
revenue earning process complied with SAB Topic 13 given that the title of the goods transacted has not yet passed to the buyer.

 Response

 Our commerce platform enables a global community of buyers and sellers to interact and trade with one
another. The trade transaction for sale, shipment and delivery of goods is between the buyer and seller, both of which are using our online trading platform to facilitate their transaction. Our customers are the sellers and the principal service we
are providing them the use of our platform to find buyers for their products. Under the terms of our service arrangements with the sellers, they are obligated to pay us for our services when at least one buyer has bid above the seller’s
specified minimum price or reserve price, whichever is higher, at the end of the transaction term. Therefore, the successful conclusion of our service is at the time this occurs. We do not offer any fulfillment services related to the inventory sold
by our sellers and our final value fee is not contingent upon the shipment or passing of title of the goods from the seller to the buyer.

 We considered the revenue recognition criteria in SEC Staff Accounting Bulletin No. 104 (SAB Topic 13-A), “Revenue Recognition in Financial Statements” (“SAB 104”) in determining the appropriate timing of revenue
recognition for revenue derived from final value fees. The following is the basis for our conclusions:

•

 SAB 104 states “Delivery has occurred or services have been rendered” as one of the four revenue recognition criteria that must be met in order to
recognize revenue. SAB 104 states that the delivery or performance has not occurred if the seller has not substantially completed the terms of the sales arrangement. As noted earlier, our obligations to the seller (our customer) under the terms of
the sales arrangement, our services have been rendered to sellers upon successful

 H. Christopher Owings

 July
24, 2009

  Page
 6

conclusion of our service as described above, as this is the point in time when we have fulfilled our obligation of providing a commerce platform for the
seller to sell the item.

•

 We have no significant remaining obligations to the seller after successful conclusion of our service as described above, as we do not provide fulfillment services
or customer support services to the seller.

•

 The seller’s obligation to pay us the final value fee is not contingent upon the shipment or passing of title of the goods from the seller to the buyer.

 Based upon the above noted analysis, we have concluded that our policy of recognizing final value fees as revenue when
at least one buyer has bid above the seller’s specified minimum price or reserve, whichever is higher, at the end of the transaction term, is in compliance with guidance set forth in SAB Topic 13.

 Note 14. Common Stock, page 102

 Treasury Stock, page
103

6.
We note your disclosure that “[f]rom time to time, we enter into structured equity hedging transactions…if the market price of our common stock exceeds a pre-determined
price on the maturity date, we have the option to settle these transactions in cash or by repurchasing share of our common stock. If the market price of our common stock is below that pre-determined price on the maturity date, we are required to
settle these transactions by repurchasing shares of our common stock.” Please tell us and disclose in more detail the significant terms of these transactions and your accounting for the structured equity hedging arrangement. Support your
accounting with the relevant authoritative accounting literature including your considerations of the guidance within SFAS 133 and EITF 00-19 in your response.

 Response

 Accounting Analysis

 The Company’s structured stock repurchase arrangements are commonly known as “capped calls.” The mechanics of capped calls
are detailed in Issue 1 of the September 22, 2003 EITF Agenda Summary (the “Agenda Summary”), which describes the purchase by a company of a zero strike price call on its own stock and the simultaneous sale of a call to a counterparty
bank. Consistent with the example outlined in the Agenda Summary, there are two potential outcomes for capped calls:

 H. Christopher Owings

 July
24, 2009

  Page
 7

•

 The Company is returned cash or stock at the Company’s option, if its stock price at maturity exceeds a pre–determined threshold level; or

•

 The Company is returned shares if its stock price at maturity does not exceed the pre–determined threshold level.

 All terms are set up-front in the contract. The number of shares or the amount of cash the Company receives at maturity cannot change from the parameters
set forth in the contract. In the event that the Company receives shares, the effective price per share is equal to the Company’s up-front payment divided by the pre–determined number of shares specified in the contract. In the event that
the Company receives cash, the amount of cash is equal to the aggregate strike price of the written call option (see description in the Agenda Summary). As noted in the Agenda Summary, the economics of capped calls can also be described as a written
put option on the Company’s own shares for which the Company has prepaid the strike price of the option.

 The entire contract is
accounted for as a single instrument – a note receivable. The embedded written put is not bifurcated because it is not a derivative subject to the provision of SFAS 133. It is not a derivative because it qualifies for the paragraph 11(a) scope
exemption. The embedded written put option is physically settled, gross, and cash settlement cannot be forced upon the issuer; thus under the guidance in EITF 00–19, the embedded written put option would be classified as an equity instrument if
it were a standalone instrument. Because the instrument (i.e. note receivable) involves the receipt of cash only if the Company’s stock price rises and Company does not choose to receive stock, and the receipt of stock if the stock price
declines the instrument should not be treated as an asset but as a reduction to paid–in capital under the guidance in EITF 85–1. Paragraphs 7 and 8 of EITF 00–19 indicate that contracts that require physical settlement or
net–share settlement should be classified as equity. Capped calls require physical settlement of both the purchased and the written calls. In accordance with paragraph 9 of EITF 00–19, capped calls are initially measured at fair value and
subsequent changes in fair value are not recognized.

 Paragraphs 14 through 24 of EITF 00–19 outline the following additional
conditions necessary for equity classificat

Mail Stop 3561           July 10, 2009   John Donahoe President and Chief Executive Officer eBay Inc. 2145 Hamilton Avenue San Jose, California  952125
 Re: eBay Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008   Filed February 20, 2009   Definitive Proxy Statement on Schedule 14A   Filed March 19, 2009   File No. 000-24821

Dear Mr. Donahoe:   We have reviewed your filing and have the following comments.  You should comply
with the comments in all future filings, if app licable.  Please confirm in writing that you will do
so and also explain to us in sufficient detail how you intend to comply by providing us with your
proposed revisions.  If you disagree, we will cons ider your explanation as  to why our comments
are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we ma y ask you to provide us with information so we
may better understand your disclosure.  After reviewing this inform ation, we may raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2008

Item 1.  Business, page 1
Overview, page 1
1. We note that you offer various  products or  services within y our three reportable
segments.  Please disclose in tabular fo rm for each period presented the amount or
percentage of total revenue contributed by each class of similar products or services here

John Donahoe
eBay Inc. July 10, 2009 Page 2
and in Note 4 and advise us.  See Item 101( c)(1)(i) of Regulation S-K and paragraph 37
of SFAS 131.

Item 2.  Properties, page 3

2. Please expand your description of properties ow ned or leased to address the location and
general character of your materi ally important physical propert ies.  In this regard, we
note that you own and lease properties in the United States and 25 other countries, but
you only provide the location of your corporat e headquarters.  Refer to Item 102 of
Regulation S-K.

Item 7.  Management’s Discussion and Anal ysis of Financial C ondition and Result of
Operations, page 48
Summary of Cost of Net Revenue s, Operating Expenses, page 54
Cost of Net Revenues, page 54
3. We note you discuss changes in net revenues by reportable segment.  In this regard,
please revise to discuss the material changes in cost of revenues by reportable segment so
that investors can better unde rstand the drivers behind the ma terial changes in cost of
revenues within each segment.  Your revised disclosure should also identify any known trends or uncertainties that have had or that you reasonably expect will have a material
favorable or unfavorable impact on future  earnings.  Refer to Item 303(a)(3) of
Regulation S-K.

Consolidated Financial Statements

Notes to Consolidated Financial Statements, page 81
Note 1.  The Company and Significa nt Accounting Policies, page 81
4. Tell us and disclose your accounting polic y for cash and cash equivalents.

Revenue Recognition, page 84
5. Refer to the second paragraph of the above referenced section on page 84. We note your
disclosures that a transaction is considered  successfully concluded when at least one
buyer has bid above the seller’s specified minimum price or re serve, whichever is higher,
at the end of the transaction term and that fi nal value fees are recogni zed at the time when
the transaction is successfully concluded. Expl ain to us how this revenue earning process
complied with SAB Topic 13 given that the title of the goods transacted has not yet
passed to the buyer.

John Donahoe
eBay Inc. July 10, 2009 Page 3  Note 14. Common Stock, page 102

Treasury Stock, page 103
6. We note your disclosure that “[f]rom time to  time, we enter into structured equity
hedging transactions…if the market price of our common stock exceeds a pre-determined
price on the maturity date, we have the option to settle these transactions in cash or by
repurchasing share of our co mmon stock. If the market pr ice of our common stock is
below that pre-determined price on the maturity date, we are required to settle these transactions by repurchasing shar es of our common stoc k.”  Please tell us  and disclose in
more detail the significant terms of thes e transactions and yo ur accounting for the
structured equity hedging arrangement.  Support your accounting with the relevant
authoritative accounting literatur e including your considerations  of the guidance within
SFAS 133 and EITF 00-19 in your response.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 46
Elements of Compensation/Executive  Compensation Practices, page 50
7. We note your disclosure in the third paragra ph on page 51 that your executive officers
fall into four different job levels, and fo r 2008, your named executive officers fell into
three different job levels.  We note similar di sclosure in the last paragraph of page 54.
Please expand your disclosure to address the fa ctors that define each of these job levels
and specify the executive officers that fall within each level.

Equity Incentive Awards, page 53
Performance –Based Restri cted Stock Units, page 55
8. In the second sentence of the second paragra ph on page 56 you seem to indicate that there
are only two performance measures considered  in granting performance-based restricted
stock units.  It appears, however, that you utilize three measures of performance, FX-
neutral revenue targets, N on-GAAP operating margin target s, and return on invested
capital.  Please revise your disclosure acco rdingly or explain why you do not believe any
revision is needed.

* * *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a lett er that keys your respon ses to our comments and
provides any requested information.  Detailed le tters greatly facilitate  our review.  Please
understand that we may have additional commen ts after reviewing your responses to our
comments.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings include all information required under the Securities

John Donahoe
eBay Inc. July 10, 2009 Page 4  Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the adequacy and accuracy of
the disclosures they have made.
 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

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

• 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
 Please contact Milwood Hobbs, Accountant, at (202) 551-3241 or, in his absence,
Andrew Mew, Accounting Branch Chief, at (202) 551-3377 if you have questions regarding
comments on the financial statements and rela ted matters.  You may contact Chris Chase,
Attorney-Advisor, at (202) 551-3485 or me at (202) 551-3725 with any other questions.

Sincerely,

H. Christopher Owings Assistant Director

December 7, 2007  Mail Stop 3561

By U.S. Mail and facsimile to (408) 376-7514

Michael R. Jacobson Senior Vice  President, Legal Affa irs, General Counsel and Secretary
eBay Inc. 2145 Hamilton Avenue San Jose, CA 95125

Re: eBay Inc.
 Definitive 14A
Filed April 30, 2007
 File No. 0-24821

Dear Mr. Jacobson:

 We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response letters  or any disclosure you includ e in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3357 with any questions.
Sincerely,

Pam Howell Special Counsel

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    October 12, 2007

    Pam Howell, Esq.

    Securities and Exchange Commission

    Division of Corporation Finance

    450 Fifth Street, N.W.

    Mail Stop: 3561

    Washington, D.C. 20549

    Re:

    eBay Inc.

    Definitive 14A Filed on April 30, 2007

    SEC File
    No. 0-24821

    Dear Ms. Howell:

    We refer to the comments received from the staff (the
    “Staff”) of the Securities and Exchange Commission
    (the “Commission”) by letter dated August 21,
    2007, with respect to the definitive proxy statement of eBay
    Inc. (“eBay” or the “Company”) filed on
    April 30, 2007. The numbering of the paragraphs below
    corresponds to the numbering of the comments, which for the
    Staff’s convenience have been incorporated into this
    response letter.

    The contents of this response letter were reviewed and discussed
    by the members of the Company’s Compensation Committee at a
    regularly-scheduled meeting held on October 5, 2007.

    Our
    Corporate Governance Practices, page 6

    1. Provide the disclosure required by
    Item 407(a)(3) of
    Regulation S-K.
    For each director and nominee for director that is identified as
    independent, describe, by specified category or type, any
    transactions, relationships or arrangements, not disclosed
    pursuant to Item 404(a) that were considered by the board
    of directors under the applicable independence definitions in
    determining that the director is independent. See also
    Instruction 3 to Item 407(a).

    In future filings, the Company will disclose any transactions,
    relationships or arrangements not disclosed pursuant to
    Item 404(a) that were considered by the board of directors.
    As described on page 6 of the proxy statement, eBay’s
    board of directors has adopted guidelines setting forth
    categories of relationships that it has deemed immaterial and
    will not consider for purposes of making a determination
    regarding a director’s independence. With respect to other
    relationships that might be considered by the board of
    directors, such as situations where two or more directors serve
    as trustees for the same charity or as members of the board of
    directors for the same company, the Company will disclose and
    discuss any such relationships that are considered by the board
    of directors in determining independence.

    Compensation
    Discussion and Analysis, page 30

    2. Individual officer performance is one of the factors
    considered in making executive compensation decisions. In
    particular, you indicate that half of quarterly incentive awards
    are based upon individual performance. Please disclose how the
    specific forms of compensation are structured and implemented to
    reflect each named executive officer’s individual
    performance
    and/or
    individual contribution to these items of the registrant’s
    performance, describing the elements of individual performance
    and/or
    contribution taken into account. See Item 402(b)(2)(vii) of
    Regulation S-K.

    In future filings, the Company will disclose how individual
    performance is taken into account in structuring and
    implementing specific forms of compensation. The Company will
    also explain that for its named executive officers, individual
    performance is often tied to the financial performance of the
    business unit that he or she manages, and in the case of the
    CEO, is tied to the financial performance of the entire company.
    The financial performance of the business units is typically
    measured by the business unit’s revenue, profit margin, and
    growth rate, but also takes into account its cost structure and
    how it has handled risks. In addition, the Company will

    disclose other criteria used in individual evaluations, such as
    strategic decision-making capabilities, strategic agility, and
    ability to grow and mentor management teams.

    3. Refer to Release
    33-8732A,
    Section II.B.1. The Compensation Discussion and Analysis
    should be sufficiently precise to identify material differences
    in compensation policies with respect to individual executive
    officers. Please explain the reasons for the differences in the
    amounts of compensation awarded to the named executive officers.
    For example, in 2006, Ms. Whitman received option grants
    that were significantly greater than the amount received by the
    other named executive officers. We direct your attention to
    Item 402(b)(2)(vii)of
    Regulation S-K.

    In future filings, the Company will clarify that its
    compensation policies are the same for all of its executive
    officers and that decisions regarding elements of compensation
    for each of the Company’s executive officers take into
    account the size and complexity of the executive’s job and
    business unit in addition to individual performance factors. For
    example, the compensation of Mr. Donahoe, President of eBay
    Marketplaces, is significantly higher than that of
    Mr. Dutta, President of PayPal (Marketplaces reported
    2006 net revenues of $4.2 billion, compared to
    $1.4 billion of net revenues reported by PayPal). The
    Company will also disclose that its executive officers fall into
    four different job levels (and the named executive officers for
    2006 fell into three different job levels). Guidelines for each
    element of compensation are set for each of those job levels. It
    should be noted, and the Company will disclose in future
    filings, that the Company’s CEO is in a higher job level
    than the rest of the executive team and that the guidelines for
    her job level are significantly higher than the next highest job
    level. Because the CEO has overall responsibility for the entire
    Company, her job responsibilities are significantly greater than
    those of the other executive officers, who are responsible for
    individual business units (i.e., Marketplaces, PayPal, or Skype)
    or corporate functions (such as finance, legal, or human
    resources). The Company and the Compensation Committee believe
    that the guidelines for the CEO’s job level are appropriate
    given the scope of her job responsibilities. As the Company
    disclosed on page 32 of the proxy statement, the
    Compensation Committee sets the midpoint of the salary range for
    the CEO’s job level based on the median level of the
    salaries of the CEOs of the Company’s peer groups (although
    more weight is given to the high-tech sector than the consumer
    products sector). All elements of the CEO’s compensation
    for 2006 fell within the guidelines for her job level.

    Competitive
    Considerations, page 31

    4. Provide clear analysis as to how the peer group
    benchmark information is used in determining total or individual
    elements of compensation. For example, explain what you mean by
    your cash compensation for executives being “somewhat
    higher” than the median level and explain how the pay
    practices of companies in your peer groups are used to determine
    base salaries.

    As the Company disclosed on page 32 of the proxy statement,
    it is the Company’s pay positioning strategy to target
    annual base salary and short-term cash incentives of the
    executive group as a whole at median levels relative to its peer
    groups in the high-tech and consumer products sectors. However,
    the pay practices of the two peer groups are quite different. In
    future filings, the Company will clarify that its cash
    compensation is below the median level of its consumer product
    peer group and above the median level of its high-tech peer
    group and will provide quantitative disclosure describing the
    differences between its cash compensation and the median levels
    at the peer groups. In future filings, the Company will disclose
    that it considers the median increases for people in selected
    job levels for each of the peer groups. The Company then
    considers those increases in setting the salary guidelines
    (i.e., ranges) for each job level. After the guidelines have
    been set, the Compensation Committee considers the role of each
    individual in setting his or her base salary. As the Company
    disclosed on page 33 of the proxy statement, in the case of
    some executives, base salaries are determined in large part by
    the salary the executive negotiated at the time he or she joined
    the Company (which often reflects the high cash compensation he
    or she received at his or her previous position).

    Short-term
    Cash Incentive Awards, page 33

    5. You state that annual targets are ordinarily set
    within 90 days of commencement of the year. Disclose the
    2007 performance targets that were known as of the time of the
    filing of the proxy statement, including the performance targets
    for the 2007 performance based restricted stock units,
    consistent with Instruction 2 to Item 402(b), or
    provide a supplemental analysis as to why it is appropriate to
    omit these targets pursuant to

    2

    Instruction 4 to Item 402(b) of
    Regulation S-K.
    To the extent that it is appropriate to omit specific targets,
    please provide the disclosure pursuant to Instruction 4 to
    Item 402(b). General statements regarding the level of
    difficulty, or ease, associated with achieving performance goals
    either corporately or individually are not sufficient. In
    discussing how likely it will be for the company to achieve the
    target levels or other factors, provide as much detail as
    necessary without providing information that poses a reasonable
    risk of competitive harm.

    We respectfully submit that Instruction 2 of
    Item 402(b) of
    Regulation S-K
    does not require disclosure of the specific financial and
    operational thresholds and targets for 2007. Instruction 2
    of Item 402(b) of
    Regulation S-K
    states that the compensation discussion and analysis
    “should also cover actions regarding executive compensation
    that were taken after the registrant’s last fiscal
    year’s end.” Instruction 2 further provides that
    “[a]ctions that should be addressed might include, as
    examples only, the adoption or implementation of new or modified
    programs and policies or specific decisions that were made or
    steps that were taken that could affect a fair understanding of
    the named executive officer’s compensation for the last
    fiscal year.” Instruction 2 indicates that
    compensation actions or decisions after the fiscal year end
    should be disclosed if such actions or decisions could affect a
    fair understanding of a named executive officer’s
    compensation for the fiscal year. Question 3.03 of the
    Item 402
    Regulation S-K
    Interpretations, last updated August 8, 2007, also
    indicates that companies are only required to include disclosure
    about actions regarding executive compensation taken in a period
    after a completed fiscal year where necessary to an
    understanding of a named executive officer’s compensation
    for the completed fiscal year.

    Awards under the eBay Incentive Plan (“eIP”) are made
    on a quarterly and annual basis and are based on specific
    quarterly and annual net income and revenue thresholds and
    targets set only for the fiscal year of the award. The bonuses
    paid to eBay’s named executive officers under the eIP in
    any given year are not affected by the financial and operational
    thresholds and targets set in subsequent years for subsequent
    year bonus awards. As a result, disclosure of the financial and
    operational thresholds and targets for a subsequent fiscal
    year’s award is not necessary for a fair understanding of
    the named executive officer’s compensation for the
    preceding fiscal year. Consequently, we do not believe
    disclosure of the specific net income and revenue thresholds and
    targets for 2007 was required under Instruction 2 of
    Item 402(b) of
    Regulation S-K.
    The same analysis would apply to the performance-based
    restricted stock unit targets established in 2007 for the 2007
    and 2007/2008 plans.

    To the extent that performance targets for the current fiscal
    year have been set at the time the proxy statement is filed, the
    Company will comply with the applicable requirements of the
    Commission’s regulations, although it reserves the right to
    omit specific performance targets to the extent consistent with
    the Commission’s regulations.

    Long-term
    Equity Incentive Awards, page 35

    6. When discussing long-term equity incentive awards,
    provide an analysis of how you arrived at and why you paid each
    of the particular levels and forms of compensation for 2006.
    While you provide a detailed discussion as to how the annual
    long-term incentive award guidelines are set, you should provide
    a more general discussion of the factors considered in
    determining the actual focal grants. The current disclosure
    indicates that focal grants are based on performance of the
    individual, job level, future potential contributions to the
    company, etc. Please analyze how the committee’s
    consideration of these factors and the others mentioned resulted
    in the amounts paid for long-term equity incentives.

    In future filings, the Company will provide more disclosure
    regarding the factors considered by the Compensation Committee
    in determining the actual focal grants and analysis of how those
    factors affected long-term equity incentives and will explain
    that the Compensation Committee takes into account the size and
    complexity of the executive’s job and business unit and
    considers the individual’s expected contributions to
    eBay’s overall results.

    7. You state that the proprietary third-party survey
    provides data on the equity guidelines of companies in the
    high-tech industry. It appears from the disclosure in this
    section that your long-term incentive award guidelines are
    benchmarked to the companies included in this survey. Therefore,
    please disclose the companies in the high-tech industry that are
    part of the third-party survey. See Item 402(b)(2)(xiv) of
    Regulation S-K.

    For 2006, the long-term incentives for the Company’s
    executive officers were benchmarked only against the peer group
    companies disclosed on page 32 of the proxy statement and
    were not benchmarked to the companies

    3

    included in the third-party survey prepared by Buck Consultants.
    In future filings, the Company will clarify this disclosure and
    will disclose the names of any companies that were used as
    benchmarks.

    8. The Compensation Committee may make special
    compensation-related decisions for performance, recognition,
    long-term retention value,
    and/or other
    recruitment purposes that cause that cause individual
    compensation to differ from the regular stated compensation
    strategy and guidelines. Provide clear disclosure as to whether
    any special compensation-related decisions were made in 2006 for
    any of the named executive officers and, if so, clearly state
    how the compensation differed.

    The Company disclosed each instance where the Compensation
    Committee made special compensation-related decisions in 2006
    for any of the named executive officers. For example, on pages
    33, 34, and 35 of the proxy statement, the Company disclosed and
    explained special decisions made with respect to
    Mr. Donahoe’s compensation, and on pages 34, 35, 36,
    and 37 of the proxy statement, the Company disclosed and
    explained special decisions made with respect to

CORRESP
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September 20, 2007

BY EDGAR

Pam Howell, Esq.

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop: 3561

Washington, D.C. 20549

    Re:

    eBay Inc. (the “Company”)

Definitive 14A Filed on April 30, 2007

SEC File No. 0-24821

Dear Ms. Howell:

As a follow up to our conversation earlier today, this letter confirms in writing the Company’s
request for an extension to the deadline by which the Company is required to respond to the
comments received from the staff of the Securities and Exchange Commission by letter dated August
21, 2007, with respect to the definitive proxy statement of the Company filed on April 30, 2007.
The Company is requesting an extension in order to provide the Company’s Compensation Committee
with an opportunity to review and discuss the Company’s response to the comments at its regularly
scheduled meeting on October 5, 2007. The Company will respond to the comments by October 12,
2007.

Any questions regarding this letter should be directed to the undersigned at (408) 376-7400.

    Very truly yours,

    /s/ Kathryn W. Hall

    Kathryn W. Hall

Senior Corporate Counsel

August 21, 2007  Mail Stop 3561

By U.S. Mail and facsimile to (408) 376-7514

Margaret C. Whitman President and Chief Executive Officer eBay Inc. 2145 Hamilton Avenue San Jose, CA 95125

Re: eBay Inc.
 Definitive 14A
Filed April 30, 2007
 File No. 0-24821

Dear Ms. Whitman:
 We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s  focused review of executive compensation
disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Margaret C. Whitman
eBay Inc. August 21, 2007 Page 2  Our Corporate Governance Practices, page 6

1. Provide the disclosure required by Item 407(a)(3) of Regulation S-K.  For each
director and nominee for dire ctor that is identified as  independent, describe, by
specific category or type, any transacti ons, relationships or arrangements, not
disclosed pursuant to Item 404(a) that were considered by the board of directors
under the applicable independence definitions  in determining that the director is
independent.  See also Instruction 3 to Item 407(a).
 Compensation Discussion and Analysis, page 30

2. Individual officer performance is one of the factors considered in making
executive compensation decisions.  In pa rticular, you indicate  that half of
quarterly incentive awards are base d upon individual performance.  Please
disclose how the specific forms of compensation are structured and implemented to reflect each named executive office r’s individual performance and/or
individual contribution to th ese items of the registrant’s performance, describing
the elements of individual performance a nd/or contribution ta ken into account.
See Item 402(b)(2)(vii) of Regulation S-K.
 3. Refer to Release 33-8732A, Section II. B.1.  The Compensation Discussion and
Analysis should be sufficiently precise to identify material differences in
compensation policies with respect to i ndividual executive officers.  Please
explain the reasons for the differences in  the amounts of compensation awarded to
the named executive officers.  For example, in 2006, Ms. Whitman received option grants that were significantly great er than the amount received by the other
named executive officers.  We direct your  attention to Item 402(b)(2)(vii) of
Regulation S-K.
 Competitive Considerations, page 31

4. Provide clear analysis as to  how the peer group benchmark information is used in
determining total or individual elements of compensation.  For example, explain
what you mean by your cash compensation for executives being “somewhat higher” than the median level and explai n how the pay practices of companies in
your peer groups are used to determine base salaries.
 Short-term Cash Incentive Awards, page 33

5. You state that annual target s are ordinarily set within  90 days of commencement
of the year.  Disclose the 2007 performance targets that were known as of the time
of the filing of the proxy statement, including the pe rformance targets for the
2007 performance based restricted stock uni ts, consistent with Instruction 2 to
Item 402(b), or provide a supplemental analys is as to why it is appropriate to omit

Margaret C. Whitman
eBay Inc. August 21, 2007 Page 3
these targets pursuant to Instruction 4 to Item 402(b) of Regulation S-K.  To the
extent that it is appropriate to omit speci fic targets, please provide the disclosure
pursuant to Instruction 4 to Item 402(b).  General statements regarding the level
of difficulty, or ease, associated w ith achieving performance goals either
corporately or individually are not sufficien t.  In discussing how likely it will be
for the company to achieve the target leve ls or other factors, provide as much
detail as necessary without providing info rmation that poses a reasonable risk of
competitive harm.
 Long-term Equity Incentive Awards, page 35

6. When discussing long-term equity incentiv e awards, provide an  analysis of how
you arrived at and why you paid each of the particular levels and forms of
compensation for 2006.  While you provide a detailed discussion as to how the annual long-term incentive aw ard guidelines are set, you should provide a more
general discussion of the factors considered  in determining the actual focal grants.
The current disclosure indicates that focal  grants are based on performance of the
individual, job level, future potential c ontributions to the company, etc.  Please
analyze how the committee’s considerati on of these factor s and the others
mentioned resulted in the amounts pa id for long-term equity incentives.

7. You state that the proprieta ry third-party survey pr ovides data on the equity
guidelines of companies in the high-tech i ndustry.  It appears from the disclosure
in this section that your long-term incentive award guide lines are benchmarked to
the companies included in this survey.  Therefore, please disclose the companies in the high-tech industry that are part of the third-party survey.  See Item
402(b)(2)(xiv) of Regulation S-K.

8. The Compensation Committee may make special compensation-related decisions
for performance, recognition, long-term re tention value, and/or other recruitment
purposes that cause individual compensati on to differ from the regular stated
compensation strategy and guidelines.  Provi de clear disclosure as to whether any
special compensation-related decisions we re made in 2006 for any of the named
executive officers and, if so, clearl y state how the compensation differed.
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.
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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

Margaret C. Whitman
eBay Inc. August 21, 2007 Page 4    When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

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

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at (202) 551-3357 with any questions.

Sincerely,

Pam Howell
Special Counsel