Obbligazione eBbay 2.7% ( US278642AW32 ) in USD

eBbay

90.966 USD ▲

Stati Uniti

US278642AW32 ( in USD )

2.7% per anno ( pagato 2 volte l'anno)

10/03/2030

Prospetto opuscolo dell'obbligazione EBay US278642AW32 en USD 2.7%, scadenza 10/03/2030

2 000 USD

950 000 000 USD

278642AW3

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

11/03/2026 ( In 87 giorni )

eBay è una piattaforma di e-commerce globale che permette la vendita e l'acquisto di una vasta gamma di beni e servizi tramite aste online e vendite a prezzo fisso.

The Obbligazione issued by eBbay ( United States ) , in USD, with the ISIN code US278642AW32, pays a coupon of 2.7% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 10/03/2030

The Obbligazione issued by eBbay ( United States ) , in USD, with the ISIN code US278642AW32, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by eBbay ( United States ) , in USD, with the ISIN code US278642AW32, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d925351d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-236491
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Security

Offering Price
Registration Fee (1)
1.900% Notes due 2025

$300,000,000

103.432%

$310,296,000

2.700% Notes due 2030

$450,000,000

103.176%

$464,292,000

Total

$774,588,000

$100,541.53

(1)
Calculated in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, and relates to the Registration Statement
on Form S-3 (File No. 333-236491) filed by the registrant on February 18, 2020.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 18, 2020)
$750,000,000

$300,000,000 1.900% Notes due 2025
$450,000,000 2.700% Notes due 2030

eBay Inc. is offering $300,000,000 aggregate principal amount of its 1.900% Notes due 2025 (the "2025 notes") and $450,000,000 aggregate principal amount of its 2.700%
Notes due 2030 (the "2030 notes" and, together with the 2025 notes, the "additional notes"). The additional notes offered hereby represent a reopening of our outstanding 1.900%
Notes due 2025, of which $500,000,000 aggregate principal amount was issued on March 11, 2020 (the "original 2025 notes") and 2.700% Notes due 2030, of which $500,000,000
aggregate principal amount was issued on March 11, 2020 (the "original 2030 notes," and, together with the original 2025 notes, the "original notes"). The additional notes offered
hereby will form a single series with the original notes of that series, will trade under the same CUSIP number, and will have the same interest rate, maturity and other terms (other
than the initial offering price and the issue date) as the original notes of that series. Upon settlement, the additional notes of each series will trade interchangeably with the original
notes of that series. We refer to both the additional notes offered hereby and the original notes as the "notes."
Immediately after giving effect to the issuance of the additional notes offered hereby, we will have $800,000,000 aggregate principal amount of 1.900% Notes due 2025
outstanding, and $950,000,000 aggregate principal amount of 2.700% Notes due 2030 outstanding. Unless redeemed prior to maturity, the 2025 notes will mature on March 11, 2025
and the 2030 notes will mature on March 11, 2030. We will pay interest on the 2025 notes semi-annually in arrears on March 11 and September 11 of each year, commencing on
September 11, 2020. We will pay interest on the 2030 notes semi-annually in arrears on March 11 and September 11 of each year, commencing on September 11, 2020. The interest
payment to be made with respect to the additional notes of each series on September 11, 2020 will include interest deemed to have accrued from and including March 11, 2020 to,
but excluding, the settlement date of the additional notes of each series. Such accrued interest must be paid by the purchasers of the additional notes of each series.
We may redeem some or all of the notes of each series at any time and from time to time prior to their maturity at the applicable redemption prices described in this
prospectus supplement under the heading "Description of Notes--Optional Redemption."
If a Change of Control Triggering Event (as defined herein) occurs with respect to the notes of any series, we may be required to offer to repurchase the notes of such series
from the holders as described under the heading "Description of Notes--Change of Control Triggering Event."
The notes will be the senior unsecured obligations of eBay Inc. The notes will rank equally in right of payment with all other existing and future senior unsecured
indebtedness of eBay Inc.
Investing in the notes involves a high degree of risk. See "Risk Factors" beginning on page S-8 of this prospectus supplement and on page 3
of the accompanying prospectus and in our most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q for
information about important risks you should consider before buying the notes.

Public Offering
Underwriting
Proceeds, Before Expenses,

Price(1)

Discount

to eBay Inc.(1)

Per 2025 Note

103.432%

0.350%

103.082%
Total For 2025 Notes

$
310,296,000
$
1,050,000
$
309,246,000
Per 2030 Note

103.176%

0.450%

102.726%
Total For 2030 Notes

$
464,292,000
$
2,025,000
$
462,267,000
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Total For All Notes

$
774,588,000
$
3,075,000
$
771,513,000

(1)
Plus interest deemed to have accrued from March 11, 2020 to, but excluding, the settlement date in the case of the additional notes of each series, totaling $1,488,333 in the
case of the 2025 notes and $3,172,500 in the case of the 2030 notes. Such accrued interest must be paid by the purchasers of the additional notes of each series.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including
Clearstream Banking, société anonyme and Euroclear Bank, SA/NV, as operator for the Euroclear System, against payment in New York, New York on or about June 15, 2020.

Joint Book-Running Managers

Credit Suisse

J.P. Morgan

Morgan Stanley
Co-Managers

BNP PARIBAS

BofA Securities

Citigroup
Deutsche Bank Securities

Goldman Sachs & Co. LLC
HSBC

RBC Capital Markets

Standard Chartered Bank

Wells Fargo Securities

The date of this prospectus supplement is June 8, 2020
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-8
FORWARD-LOOKING STATEMENTS
S-15
USE OF PROCEEDS
S-16
DESCRIPTION OF NOTES
S-17
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-27
UNDERWRITING
S-33
LEGAL MATTERS
S-39
EXPERTS
S-39
INCORPORATION BY REFERENCE
S-39
Prospectus

ABOUT THIS PROSPECTUS
1
EBAY INC
2
RISK FACTORS
3
FORWARD-LOOKING STATEMENTS
4
USE OF PROCEEDS
5
DESCRIPTION OF DEBT SECURITIES
6
DESCRIPTION OF CAPITAL STOCK
21
DESCRIPTION OF WARRANTS
25
DESCRIPTION OF DEPOSITARY SHARES
25
DESCRIPTION OF PURCHASE CONTRACTS
25
DESCRIPTION OF UNITS
25
BOOK-ENTRY FORM AND TRANSFER
26
PLAN OF DISTRIBUTION
30
LEGAL MATTERS
32
EXPERTS
32
WHERE YOU CAN FIND MORE INFORMATION
32

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Table of Contents
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part of a "shelf" registration statement that we have filed with the Securities and
Exchange Commission (the "SEC"). By using a shelf registration statement, we may sell one or more series of the debt securities described in the
accompanying prospectus from time to time in one or more offerings. The accompanying prospectus provides you with a general description of some of the
terms of the debt securities we may offer, some of which may not be applicable to this offering. This prospectus supplement describes some of the specific
terms applicable to this offering of notes. In addition, this prospectus supplement and any related free writing prospectus may also add, update or change
information contained in the accompanying prospectus or any document incorporated or deemed to be incorporated by reference therein and, accordingly,
any statement in the accompanying prospectus or in any document incorporated or deemed to be incorporated by reference therein will be deemed modified
or superseded to the extent that any statement contained in this prospectus supplement or any related free writing prospectus modifies or supersedes that
statement. We urge you to read carefully this prospectus supplement, the accompanying prospectus and any related free writing prospectus, together with
the documents incorporated and deemed to be incorporated by reference in the accompanying prospectus as described under the heading "Where You Can
Find More Information" in the accompanying prospectus, before deciding whether to invest in any of the notes.
The distribution of this prospectus supplement, the accompanying prospectus and any related free writing prospectus and the offering of the notes in
certain jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement, the accompanying prospectus and any related free
writing prospectus come should inform themselves about and observe any such restrictions. No action has been or will be taken by us or by any underwriter
or dealer that would permit a public offering of the notes or the possession or distribution of this prospectus supplement, the accompanying prospectus or
any related free writing prospectus in any jurisdiction where action for that purpose is required, other than the United States. Neither this prospectus
supplement, the accompanying prospectus nor any related free writing prospectus constitutes, and none of the foregoing may be used in connection with,
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
You should rely only on the information contained or incorporated or deemed to be incorporated by reference in this prospectus supplement, the
accompanying prospectus and any related free writing prospectus. We have not, and the underwriters have not, authorized any other person to provide you
with different or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated and
deemed to be incorporated by reference in the accompanying prospectus and any related free writing prospectus is accurate only as of the respective dates
of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus supplement, the accompanying prospectus, the documents incorporated and deemed to be incorporated by reference in the
accompanying prospectus and any related free writing prospectus include or may include trademarks, service marks and trade names owned by us or others.
All trademarks, service marks and trade names included in this prospectus supplement, the accompanying prospectus, the documents incorporated or
deemed to be incorporated by reference in the accompanying prospectus or any related free writing prospectus are the property of their respective owners.
Unless we otherwise specify or the context otherwise requires, in this prospectus supplement references to "we," "us," "our" or "eBay" mean eBay
Inc. and its consolidated subsidiaries, references to "eBay Inc." refer to eBay Inc. excluding its subsidiaries, references to "PayPal" mean the businesses
underlying our former Payments segment, references to any "free writing prospectus" mean any free writing prospectus we file with the SEC in connection
with this offering, and references to any of our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC include any
amendments thereto.

S-ii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This following summary highlights information contained elsewhere or incorporated or deemed to be incorporated by reference in this
prospectus supplement and the accompanying prospectus and does not contain all of the information that you should consider in your evaluation of an
investment in the notes. You should read carefully this prospectus supplement, the accompanying prospectus and the documents incorporated and
deemed to be incorporated by reference in the accompanying prospectus, in each case including the information set forth therein under the heading
"Risk Factors," and any related free writing prospectus in their entirety before making an investment decision.
eBay
We are a global commerce leader, which includes our Marketplace and Classifieds platforms. Collectively, we connect millions of buyers and
sellers around the world, empowering people and creating opportunity. Our technologies and services are designed to give buyers choice and a breadth
of relevant inventory and to enable sellers worldwide to organize and offer their inventory for sale, virtually anytime and anywhere. Our Marketplace
platforms include our online marketplace located at www.ebay.com, its localized counterparts, including off-platform businesses in Korea, Japan and
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Turkey, and the eBay suite of mobile apps. We believe that these are among the world's largest and most vibrant marketplaces for discovering great
value and unique selection. Our Classifieds platforms include a collection of brands such as mobile.de, Kijiji, Gumtree, Marktplaats, eBay
Kleinanzeigen and others. Offering online classifieds around the world, these platforms help people find what they are looking for in their local
communities.
Our principal executive offices are located at 2025 Hamilton Avenue, San Jose, California 95125, and our telephone number is (408) 376-7008.
Our internet address is www.ebay.com. Our investor relations website is located at https://investors.ebayinc.com. The information contained in, or that
can be accessed through, any of our websites is not part of this prospectus supplement, the accompanying prospectus, the registration statement of
which the accompanying prospectus is a part, any document incorporated or deemed to be incorporated by reference herein or therein or any related
free writing prospectus and any references to our websites are intended to be inactive textual references only.
Recent Developments
Strategic Review of our Asset Portfolio
In March 2019, we announced that we had initiated, with the assistance of external financial advisors, a strategic review of our asset portfolio,
including but not limited to our StubHub business and the eBay Classifieds Group ("Classifieds"). On February 13, 2020, as an outcome of our
strategic review, we completed the sale of our StubHub business and reflected StubHub's financial results as discontinued operations beginning in the
first quarter of 2020. On April 29, 2020, we issued a statement regarding our previously announced strategic review of Classifieds confirming that we
continue to hold active discussions with multiple parties regarding a potential transaction, and anticipate having an update by the middle of the year.
Although our strategic review efforts continue, there can be no assurance that the strategic review will result in any further sale, spin-off or other
business combination involving our assets. There is no finite timetable for completion of our strategic review.
Concurrent Tender Offer and Consent Solicitation
On June 8, 2020, we commenced a tender offer and consent solicitation (the "Tender Offer") to (a) purchase for cash any and all of our
outstanding $750 million aggregate principal amount of 2.875% Notes due 2021 (the "2021 notes"), which mature on August 1, 2021 and (b) seek
consents to a proposed amendment to the indenture

S-1
Table of Contents
governing the 2021 notes (the "Indenture") to shorten the minimum notice period for the optional redemption of the 2021 notes by us from 30
calendar days to two calendar days. In order for the proposed amendment to the Indenture to be adopted, consents must be received from the holders
of at least a majority of the aggregate principal amount of the 2021 notes. The completion of Tender Offer is not conditioned upon such consents being
received. Assuming receipt of the requisite consents and the subsequent amendment of the Indenture, we intend to issue a redemption notice to effect
the redemption of any 2021 notes not already purchased in the Tender Offer as soon as practicable following receipt of the required consents. In the
event the requisite consents are not received, we may choose but are not obligated to call the 2021 notes for redemption at any time prior to their
maturity.
We intend to use the net proceeds from this offering and, if necessary, other available funds to purchase the 2021 notes tendered pursuant to the
Tender Offer, fund the redemption price of the 2021 notes we may redeem pursuant to our exercise of rights to redeem the 2021 notes under the
Indenture and make the payment of related premiums, fees and expenses.
The completion of this offering is not conditioned upon consummation of the Tender Offer; however, the completion of the Tender Offer is
conditioned upon the consummation of this offering. We are permitted, subject to applicable law, to amend, extend or terminate the Tender Offer, and
there can be no assurance that we will consummate the Tender Offer or that we will receive the requisite consents to amend the Indenture. This
prospectus supplement is not an offer to purchase or a solicitation of an offer to sell the 2021 notes and does not constitute a redemption notice for the
2021 notes.

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The Offering
The summary below describes some of the terms of this offering of notes. Certain of the terms described below are subject to important
limitations and exceptions. The "Description of Notes" section of this prospectus supplement and the "Description of Debt Securities" section in the
accompanying prospectus contain a more detailed description of some of the terms of the notes. In this section, "we," "us," and "our" refer only to
eBay Inc. and not any of its subsidiaries.

Issuer
eBay Inc.

Securities Offered
$300,000,000 aggregate principal amount of 1.900% Notes due 2025 (the "2025 notes").

$450,000,000 aggregate principal amount of 2.700% Notes due 2030 (the "2030 notes" and,

together with the 2025 notes, the "notes").

The 2025 notes and the 2030 notes will each constitute a separate series of our debt securities
under the indenture governing the notes. The notes offered hereby represent a reopening of
our outstanding 1.900% Notes due 2025 and 2.700% Notes due 2030. We issued
$500,000,000 in aggregate principal amount of the 2025 notes on March 11, 2020 and the
total aggregate principal amount outstanding for this series will now be $800,000,000. We

issued $500,000,000 in aggregate principal amount of the 2030 notes on March 11, 2020 and
the total aggregate principal amount outstanding for this series will now be $950,000,000.
The notes offered hereby will form a single series with the original notes of that series, will
trade under the same CUSIP number, and will have the same interest rate, maturity and other
terms (other than the initial offering price and the issue date) as, and upon issuance will
become immediately fungible with, the original notes of that series.

Maturity
2025 notes: March 11, 2025.

2030 notes: March 11, 2030.

Interest Rate and Payment Dates
2025 notes: 1.900% per year payable semi-annually in arrears on March 11, and
September 11 of each year, commencing on September 11, 2020, and accruing from
March 11, 2020.

2030 notes: 2.700% per year payable semi-annually in arrears on March 11, and

September 11 of each year, commencing on September 11, 2020, and accruing from
March 11, 2020.

The interest payment to be made with respect to the notes offered hereby on September 11,
2020 will include interest deemed to have accrued from and including March 11, 2020 to,

but excluding, the settlement date of the notes of each series. Such accrued interest must be
paid by the purchasers of the notes of each series.

S-3
Table of Contents
Ranking
The notes will be our senior unsecured obligations. The notes will rank equally in right of
payment with all of our other existing and future senior unsecured indebtedness. The notes
will be effectively subordinated in right of payment to all of our existing and future secured
indebtedness, if any, to the extent of the value of the collateral securing that indebtedness.
The notes will also be effectively subordinated in right of payment to all existing and future
indebtedness and other liabilities of our subsidiaries.

At March 31, 2020, we had approximately $8.7 billion carrying value (including hedge
accounting fair value adjustments) of senior unsecured notes outstanding; no indebtedness
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outstanding under our up to $1.5 billion commercial paper program; no indebtedness
outstanding under our $2.0 billion senior unsecured revolving credit facility and $2.0 billion
of available borrowing capacity (subject to customary conditions to borrowing) under our

senior unsecured revolving credit facility (of which $1.5 billion of available borrowing
capacity was reserved to provide liquidity support, if required, for our commercial paper
program); and no secured indebtedness outstanding. At March 31, 2020, our subsidiaries had
approximately $26.4 million of indebtedness outstanding (excluding intercompany
indebtedness owed to us or other subsidiaries of ours).

Certain Covenants
The indenture governing the notes contains covenants that limit our ability and the ability of
our Significant Subsidiaries (as defined under "Description of Debt Securities--Covenants--
Certain Definitions" in the accompanying prospectus) to:

· issue, incur, create, assume or guarantee any debt for borrowed money secured by a Lien
upon any Principal Property (as those terms are defined under "Description of Debt

Securities--Covenants" in the accompanying prospectus), shares of capital stock of any of
our Significant Subsidiaries or intercompany debt for borrowed money owed by any of
our Significant Subsidiaries to us or any of our other subsidiaries; and

· enter into certain Sale and Lease-Back Transactions (as defined under "Description of

Debt Securities--Covenants--Certain Definitions" in the accompanying prospectus) with
respect to any Principal Property.

The indenture also contains a covenant that requires that we satisfy certain conditions in

order to consolidate with or merge into, or convey, transfer or lease all or substantially all of
our properties and assets to, any person.

These covenants are subject to important exceptions and limitations and you should carefully

review the information appearing under the headings "Risk Factors" and "Description of
Notes--Revised

S-4
Table of Contents
Definition" in this prospectus supplement and "Risk Factors" and "Description of Debt
Securities" in the accompanying prospectus for additional information and for the definitions

of some of the capitalized and other terms used under this caption "Prospectus Supplement
Summary--The Offering."

Optional Redemption
The 2025 notes are redeemable at our option, at any time in whole or from time to time in
part, prior to February 11, 2025 (the "2025 notes Par Call Date"), and the 2030 notes are
redeemable at our option, at any time in whole or from time to time in part, prior to
December 11, 2029 (the "2030 notes Par Call Date;" the 2025 notes Par Call Date and the
2030 notes Par Call Date are hereinafter sometimes called, individually, a "Par Call Date"),
in each case at a redemption price equal to the greater of (i) 100% of the principal amount of
the notes of the applicable series to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal of and interest on the notes of such series to be
redeemed (exclusive of accrued and unpaid interest to the applicable redemption date) that
would be due if the notes of such series matured on the Par Call Date for the notes of such
series, discounted to such redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points in the case of
the 2025 notes or 30 basis points in the case of the 2030 notes, plus, in the case of both
clauses (i) and (ii) above, accrued and unpaid interest, if any, on the principal amount of the
notes of such series being redeemed to such redemption date.

The 2025 notes are redeemable at our option, at any time in whole or from time to time in
part, on and after the 2025 notes Par Call Date, and the 2030 notes are redeemable at our
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option, at any time in whole or from time to time in part, on and after the 2030 notes Par Call

Date, in each case at a redemption price equal to 100% of the principal amount of the notes
of the applicable series to be redeemed, plus accrued and unpaid interest, if any, on the
principal amount of the notes of such series being redeemed to the applicable redemption
date.

For additional information and the definition of "Treasury Rate" and other relevant terms, see

"Description of Notes--Optional Redemption" in this prospectus supplement.

Change of Control Triggering Event
If a Change of Control Triggering Event occurs with respect to the notes of any series, we
will be required, subject to certain exceptions, to offer to repurchase the notes of such series
at a price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to
the applicable Change of Control Payment Date. The provisions of the notes of each series
that may require us to offer to purchase notes of such series upon the occurrence of a Change
of Control Triggering Event with respect to the notes of such series, and what constitutes a
Change of Control Triggering Event with respect to the notes of any

S-5
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series, are subject to important exceptions and limitations and you should carefully review
the information appearing under the headings "Risk Factors" and "Description of Notes--

Change of Control Triggering Event" in this prospectus supplement for additional
information and for the definitions of "Change of Control Triggering Event," "Change of
Control Payment Date" and other relevant terms.

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $769.1 million
after deducting underwriting discounts and our estimated expenses of the offering. We intend
to use the net proceeds from this offering and, if necessary, other available funds to (a)
purchase any and all of the 2021 notes that are validly tendered in the Tender Offer, (b) fund
the redemption price of the 2021 notes we may redeem pursuant to our exercise of rights to
redeem the 2021 notes under the Indenture and (c) make the payment of related premiums,
fees and expenses. Any net proceeds not used for the foregoing shall be used for general
corporate purposes, which may include capital expenditures, share repurchases, repayment of
other indebtedness and possible acquisitions. This offering is not conditioned upon
consummation of the Tender Offer; however, the completion of the Tender Offer is
conditioned upon the consummation of this offering. See "Prospectus Supplement Summary
- Concurrent Tender Offer and Consent Solicitation" and "Use of Proceeds."

Conflicts of Interest
Certain of the underwriters (or their affiliates) may hold 2021 notes and would receive a
portion of the proceeds from this offering in connection with the Tender Offer or the
subsequent redemption of 2021 notes, if any.

No Listing
The notes are not and are not expected to be listed on any securities exchange or included in
any automated quotation system.

Further Issuances
We may from time to time, without notice to or consent of the holders or beneficial owners
of the notes of any series, issue additional notes of any series having the same ranking,
interest rate, maturity and other terms (except for the issue date and, if applicable, offering
price, sale price, the first interest payment date and the date from which interest shall begin
to accrue) as the notes of that series offered hereby.

Denominations and Form
We will issue the notes of each series in the form of one or more fully registered global notes
registered in the name of The Depository Trust Company or its nominee. Purchasers of notes
of any series will not be entitled to receive physical certificates registered in their names
except in limited circumstances described under "Book-Entry Form and Transfer" in the
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accompanying prospectus and, unless physical certificates registered in their names are
issued, purchasers will not be considered holders of notes of any series under the indenture
governing the notes. The notes will be issued in minimum

S-6
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denominations of $2,000 in principal amount and in integral multiples of $1,000 in principal

amount in excess thereof.

Governing Law
The notes and the related indenture are governed by, and will be construed in accordance
with, the laws of the State of New York.

Trustee, Registrar and Paying Agent
Wells Fargo Bank, National Association.

Risk Factors
An investment in the notes involves risks. You should carefully consider all of the
information in this prospectus supplement, the accompanying prospectus, the documents
incorporated and deemed to be incorporated by reference in the accompanying prospectus
and any related free writing prospectus. In particular, you should evaluate the information set
forth and referred to under "Risk Factors" and "Forward-Looking Statements" in this
prospectus supplement and the accompanying prospectus and under "Risk Factors" in our
most recent Annual Report on Form 10-K and our subsequent Quarterly Report on Form
10-Q, which are incorporated by reference in the accompanying prospectus, before deciding
whether to invest in the notes.

S-7
Table of Contents
RISK FACTORS
Investing in the notes involves a high degree of risk. Before you decide to invest in the notes, you should carefully consider the risk factors set forth
below, as well as the risks and uncertainties described under the caption "Risk Factors" in the accompanying prospectus and in our most recent Annual
Report on Form 10-K and our subsequent Quarterly Report on Form 10-Q, which are incorporated by reference into the accompanying prospectus and
may be obtained as described under "Where You Can Find More Information" therein, as well as the other information contained in this prospectus
supplement, the accompanying prospectus, the documents incorporated and deemed to be incorporated by reference in the accompanying prospectus and
any related free writing prospectus. Each of these risks could have a material adverse effect on our business, results of operations and financial condition
and the occurrence of any of these risks might cause you to lose all or part of your investment in the notes. In addition, the information contained in this
prospectus supplement, the accompanying prospectus and the documents incorporated and deemed to be incorporated by reference in the accompanying
prospectus includes forward-looking statements that involve risks and uncertainties. We refer you to the "Forward-Looking Statements" section of this
prospectus supplement and the accompanying prospectus for information regarding some of the risks and uncertainties inherent in forward-looking
statements. Our actual results could differ materially from those expressed in or implied by the forward-looking statements as a result of many factors,
including the risks described below, under the caption "Risk Factors" in the documents referred to above and elsewhere in this prospectus supplement, the
accompanying prospectus and the documents incorporated and deemed to be incorporated by reference in the accompanying prospectus and any related
free writing prospectus.
The global COVID-19 pandemic could harm our business and results of operations.
The global spread of COVID-19 and related measures to contain its spread (such as government mandated business closures and shelter in-place
guidelines) have created significant volatility, uncertainty and economic disruption. The extent to which the COVID-19 pandemic impacts our business,
results of operations, financial condition and liquidity will depend on numerous evolving factors that we cannot predict, including the duration and scope of
the pandemic; governmental, business and individuals' actions that have been and continue to be taken in response to the pandemic; the impact of the
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pandemic on national and global economic activity, unemployment levels and financial markets, including the possibility of a national or global recession;
the potential for shipping difficulties, including slowed deliveries from sellers to their customers; and the ability of consumers to pay for products. The
COVID-19 pandemic could decrease consumer spending and have an adverse impact on our sellers through reduced consumer demand for their products
and availability of inventory, which could in turn negatively impact the demand for use of our platforms. Additionally, the COVID-19 pandemic has
caused us to require employees to work remotely for an indefinite period of time, which could negatively impact our business and harm productivity and
collaboration. If there is a prolonged impact of COVID-19, it could adversely affect our business, results of operations, financial condition and liquidity,
perhaps materially. The future impact of COVID-19 and these containment measures cannot be predicted with certainty and may increase our borrowing
costs and other costs of capital and otherwise adversely affect our business, results of operations, financial condition and liquidity, and we cannot assure
that we will have access to external financing at times and on terms we consider acceptable, or at all, or that we will not experience other liquidity issues
going forward.
To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the
other risks described in the "Risk Factors" section of our Quarterly Report on Form 10-Q for the quarter ending March 31, 2020, such as those relating to
our substantial indebtedness, our need to generate sufficient cash flows to service our indebtedness, our ability to comply with the covenants contained in
the agreements that govern our indebtedness and our international operations.

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We have substantial indebtedness, and we may incur substantial additional indebtedness in the future, and we may not generate sufficient cash
flow from our business to service our indebtedness, including the notes. Failure to comply with the terms of our indebtedness could result in the
acceleration of our indebtedness, which could have an adverse effect on our cash flow and liquidity.
At March 31, 2020, eBay Inc. had approximately $8.7 billion carrying value (including hedge accounting fair value adjustments) of senior unsecured
notes outstanding; no indebtedness outstanding under its up to $1.5 billion commercial paper program; no indebtedness outstanding under its $2.0 billion
senior unsecured revolving credit facility and $2.0 billion of available borrowing capacity (subject to customary conditions to borrowing) under its senior
unsecured revolving credit facility (of which $1.5 billion of available borrowing capacity was reserved to provide liquidity support, if required, for its
commercial paper program); and no secured indebtedness outstanding. At March 31, 2020, eBay Inc.'s subsidiaries had approximately $26.4 million of
indebtedness outstanding (excluding intercompany indebtedness owed to eBay Inc. or other subsidiaries of eBay Inc.).
In addition to the substantial amount of our outstanding indebtedness and the indebtedness to be incurred by issuing the notes in this offering, we
may incur substantial additional indebtedness in the future, including under our commercial paper program and revolving credit facility or through public
or private offerings of debt securities. The notes offered by this prospectus supplement and the accompanying prospectus and the indenture pursuant to
which the notes will be issued do not place any limitation on the amount of unsecured debt that we or our subsidiaries may incur. Our outstanding
indebtedness and any additional indebtedness we incur, including the notes, may have significant consequences, including, without limitation, any of the
following:

·
requiring us to use a significant portion of our cash flow from operations and other available cash to service our indebtedness, thereby

reducing the amount of cash available for other purposes, including capital expenditures, dividends, share repurchases and acquisitions;

·
our indebtedness and leverage may increase our vulnerability to downturns in our business, to competitive pressures, and to adverse changes

in general economic and industry conditions;

·
adverse changes in the ratings assigned to our debt securities by credit rating agencies will likely increase our borrowing costs;

·
our ability to obtain additional financing for working capital, capital expenditures, acquisitions, share repurchases, dividends or other general

corporate and other purposes may be limited; and

·
our flexibility in planning for, or reacting to, changes in our business and our industry may be limited.
These risks increase as the level of our indebtedness increases. Our ability to make payments of principal of and interest on our indebtedness,
including the notes, depends upon our future performance, which will be subject to general economic conditions, industry cycles and financial, business
and other factors affecting our results of operations and financial condition, many of which are beyond our control. If we are unable to generate sufficient
cash flow from operations in the future to service our debt (including the notes), we may be required to, among other things:

·
incur the tax cost of repatriating funds to the United States;

·
seek additional financing in the debt or equity markets;

·
refinance or restructure all or a portion of our indebtedness (including the notes);

·
sell selected assets; or

·
reduce or delay planned capital or operating expenditures.

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Such measures might not be sufficient to enable us to service our debt, including the notes. In addition, any such financing, refinancing or sale of
assets might not be available on economically favorable terms or at all.
Our revolving credit facility and the indenture pursuant to which certain of our outstanding debt securities were issued (and pursuant to which the
notes will be issued) contain, and any debt instruments we enter into in the future may contain, financial and other covenants that restrict or could restrict,
among other things, our business and operations. If we fail to pay amounts due under, or breach any of the covenants in, a debt instrument, then the lenders
would typically have the right to demand immediate repayment of all borrowings thereunder (subject in certain cases to grace or cure periods). Moreover,
any such acceleration and required repayment of or default in respect of any of our indebtedness could, in turn, constitute an event of default under other
debt instruments, including the notes, thereby resulting in the acceleration and required repayment of that other indebtedness. Any of these events could
materially adversely affect our liquidity and financial condition.
The notes will be effectively subordinated to all indebtedness and other liabilities of eBay Inc.'s subsidiaries, which may adversely affect your
ability to receive payments on the notes.
The notes are obligations exclusively of eBay Inc. and not of any of its subsidiaries. eBay Inc. currently conducts a substantial majority of its
operations through its subsidiaries and its subsidiaries have significant liabilities.
eBay Inc.'s subsidiaries are separate and distinct legal entities from eBay Inc. eBay Inc.'s subsidiaries will not guarantee the notes and are under no
contractual obligation to pay any amounts due on the notes or to provide eBay Inc. with funds for that purpose, whether by dividends, distributions, loans or
other payments. Any dividends, distributions, loans or other payments to eBay Inc. by its subsidiaries will also be contingent upon those subsidiaries'
respective results of operations and financial condition and other business considerations and may be subject to statutory or contractual restrictions and
taxes on distributions.
eBay Inc.'s right to receive any assets of any of its subsidiaries upon the bankruptcy, insolvency, liquidation, reorganization, dissolution or other
winding-up of that subsidiary (and, as a result, the right of the holders of the notes to participate in those assets) will be effectively subordinated to the
claims of that subsidiary's creditors, including trade creditors, except to the extent that eBay Inc. may itself be a creditor of that subsidiary. In addition, even
if eBay Inc. were a creditor of any of its subsidiaries, eBay Inc.'s rights as a creditor would be subordinate to the secured indebtedness, if any, of that
subsidiary to the extent of the value of the collateral securing that indebtedness and any indebtedness of that subsidiary senior to the indebtedness held by
eBay Inc.
As a result of the foregoing, the notes will be effectively subordinated in right of payment to all existing and future indebtedness and other liabilities
of eBay Inc.'s subsidiaries, including any subsidiaries that eBay Inc. may in the future acquire or establish.
In addition, eBay Inc. may designate one or more of its subsidiaries as borrowers under its revolving credit facility, in which case eBay Inc. would be
required to guarantee any indebtedness and other amounts owed by any such subsidiaries under its revolving credit facility. If that were to occur, the notes
would rank equally in right of payment with eBay Inc.'s obligations under such guarantees. However, none of eBay Inc.'s subsidiaries has been designated
as a borrower under its revolving credit facility.
Your right to receive payments on the notes is effectively subordinated to the rights of secured creditors.
The notes will be effectively subordinated in right of payment to our secured indebtedness, if any, to the extent of the value of the collateral securing
that indebtedness. As of March 31, 2020, neither eBay Inc. nor any

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of its subsidiaries had any secured indebtedness outstanding. However, the indenture governing the notes permits us to incur additional secured debt under
specified circumstances. Our assets securing our secured indebtedness will be subject to the prior claims of our secured creditors. In the event of our
bankruptcy, insolvency, liquidation, reorganization, dissolution or other winding-up, our assets that secure any of our debt will be available to pay our
other obligations, including the notes, only after all debt secured by those assets has been repaid in full. There can be no assurance that any such assets will
remain following their application to pay such secured debt and, in the event that there are any remaining assets, holders of notes will participate in such
assets ratably with all of our remaining unsecured creditors, including trade creditors. Moreover, if indebtedness of any of our subsidiaries is secured by
assets owned by that subsidiary, then, even if any of those assets remain after repayment of that secured debt in full, the notes will effectively subordinated
to the claims of that subsidiary's unsecured creditors to those assets, except to the extent that eBay Inc. may itself be a creditor of that subsidiary, as
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