Obligation eBbay 2.6% ( US278642AE34 ) en USD

eBbay

100 % ▲

Etas-Unis

US278642AE34 ( en USD )

2.6% par an ( paiement semestriel )

15/07/2022 - Obligation échue

Prospectus brochure de l'obligation EBay US278642AE34 en USD 2.6%, échue

1 000 USD

1 000 000 000 USD

278642AE3

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

eBay est une plateforme de commerce électronique mondiale multiface?te?e qui permet aux particuliers et aux entreprises d'acheter et de vendre une vaste gamme de biens et de services par le biais d'enchères en ligne, de prix fixes et d'annonces classées.

L'Obligation émise par eBbay ( Etas-Unis ) , en USD, avec le code ISIN US278642AE34, paye un coupon de 2.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2022

L'Obligation émise par eBbay ( Etas-Unis ) , en USD, avec le code ISIN US278642AE34, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par eBbay ( Etas-Unis ) , en USD, avec le code ISIN US278642AE34, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Filed pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/1065088/000119312512309122...
424B5 1 d374594d424b5.htm FILED PURSUANT TO RULE 424(B)(5)
Table of Contents

Filed pursuant to Rule 424(b)(5)
File No. 333-175733
CALCULATION OF REGISTRATION FEE

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

Registered

Per Security

Offering Price

Fee (1)
0.70% Senior Notes due 2015

$250,000,000
100.000%
$250,000,000
$28,650.00
1.35% Senior Notes due 2017

$1,000,000,000
99.943%
$999,430,000
$114,534.68
2.60% Senior Notes due 2022

$1,000,000,000
99.869%
$998,690,000
$114,449.87
4.00% Senior Notes due 2042

$750,000,000
99.017%
$742,627,500
$85,105.11
(1) Calculated in accordance with Rule 456(b) and 457(r) under the Securities Act of 1933, as amended. Total registration fee is
$342,739.66.
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PROSPECTUS SUPPLEMENT
(To prospectus dated July 22, 2011)

$250,000,000 0.70% Notes due 2015
$1,000,000,000 1.35% Notes due 2017
$1,000,000,000 2.60% Notes due 2022
$750,000,000 4.00% Notes due 2042

eBay Inc. is offering $250,000,000 aggregate principal amount of its 0.70% Notes due 2015 (the "2015 notes"), $1,000,000,000
aggregate principal amount of its 1.35% Notes due 2017 (the "2017 notes"), $1,000,000,000 aggregate principal amount of its 2.60% Notes
due 2022 (the "2022 notes") and $750,000,000 aggregate principal amount of its 4.00% Notes due 2042 (the "2042 notes" and, together
with the 2015 notes, the 2017 notes and the 2022 notes, the "notes"). Unless redeemed prior to maturity, the 2015 notes will mature on
July 15, 2015, the 2017 notes will mature on July 15, 2017, the 2022 notes will mature on July 15, 2022 and the 2042 notes will mature on
July 15, 2042. We will pay interest on the notes of each series semi-annually in arrears on each January 15 and July 15, commencing
January 15, 2013.
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 redemption prices
described under the heading "Description of Notes--Optional Redemption."
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-6 of this prospectus supplement
and on page 3 of the accompanying prospectus for information about important factors you should consider before buying the notes.

Per
Total For
Per
Total For
Per
Total For
Per
Total For
Total For

2015 Note
2015 Notes
2017 Note
2017 Notes
2022 Note 2022 Notes
2042 Note 2042 Notes

All Notes

Public
offering
price (1) 100.000% $250,000,000 99.943% $999,430,000 99.869% $998,690,000 99.017% $742,627,500 $2,990,747,500
Underwriting
discount 0.250%

$
625,000 0.350% $ 3,500,000 0.450% $ 4,500,000 0.875% $ 6,562,500 $
15,187,500
Proceeds,
before
expenses,
to
eBay (1) 99.750% $249,375,000 99.593% $995,930,000 99.419% $994,190,000 98.142% $736,065,000 $2,975,560,000
(1)Plus accrued interest, if any, from July 24, 2012, if settlement occurs after that date.
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, S.A./N.V., as operator for the Euroclear
System, against payment in New York, New York on or about July 24, 2012.

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Joint Book-Running Managers

Senior Co-Managers

BofA Merrill Lynch

Goldman, Sachs & Co.

HSBC
Morgan Stanley

RBS

Wells Fargo Securities

Co-Managers

Barclays

BNP PARIBAS

BNY Mellon Capital Markets, LLC

Mitsubishi UFJ Securities
RBC Capital Markets

Standard Chartered Bank

The Williams Capital Group, L.P.

UBS Investment Bank

The date of this prospectus supplement is July 19, 2012.
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TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-1

Prospectus Supplement Summary
S-2

Risk Factors
S-6

Forward-Looking Statements
S-8

Use of Proceeds
S-9

Ratio of Earnings to Fixed Charges
S-9

Description of Notes
S-10
Material United States Federal Income Tax Considerations
S-14
Underwriting
S-18
Legal Matters
S-21
Experts
S-21
Incorporation by Reference
S-21
Prospectus

About this Prospectus
1

eBay Inc.
2

Risk Factors
3

Forward-Looking Statements
6

Use of Proceeds
7

Ratio of Earnings to Fixed Charges
7

Description of Debt Securities
8

Book-Entry Form and Transfer
23

Plan of Distribution
26

Legal Matters
28

Experts
28

Where You Can Find More Information
28

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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, or 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 the specific terms applicable to this offering of notes. We urge you to read carefully this prospectus
supplement, the accompanying prospectus, any related free writing prospectus and the documents incorporated and deemed to be
incorporated by reference in the accompanying prospectus before deciding whether to invest in the notes. In addition, this prospectus
supplement may 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 modifies or supersedes that statement.
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 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 authorized any 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 therein 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.
Unless we otherwise specify or the context otherwise requires, references in this prospectus supplement to "we," "us," "our" or
"eBay" refer to the current Delaware corporation (eBay Inc.) and its California predecessor, as well as all of our consolidated subsidiaries;
and references in this prospectus supplement to "eBay Inc." refer to eBay Inc. excluding its subsidiaries.

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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 and the
accompanying prospectus, including the information set forth under the headings "Risk Factors," the documents incorporated and
deemed to be incorporated by reference in the accompanying prospectus and any related free writing prospectus in their entirety
before making an investment decision.
eBay Inc.
eBay Inc. was formed as a sole proprietorship in September 1995 and was incorporated in California in May 1996. In April 1998,
we reincorporated in Delaware, and in September 1998 we completed the initial public offering of our common stock.
We are a global commerce platform and payments leader. We enable commerce through three reportable segments: Marketplaces,
Payments and GSI. These segments provide online platforms, services and tools to help individuals and businesses around the globe
facilitiate online and mobile commerce and payments. In addition, through an initiative we refer to as X.commerce, we have created an
open source platform that provides software developers and merchants access to our applications programming interfaces, or APIs, to
develop software and solutions for commerce. We operate a vibrant global marketplace designed to bridge online, mobile and offline
shopping and enable consumers to find what they want, when they want it.
Our principal executive offices are located at 2145 Hamilton Avenue, San Jose, California 95125, and our telephone number is
(408) 376-7400. Our Internet address is www.ebay.com. Our investor relations website is located at http://investor.ebayinc.com. The
information contained in, or that can be accessed through, our websites is not part of 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.

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The Offering
The summary below describes some of the terms of the 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
$250,000,000 aggregate principal amount of 0.70% Notes due 2015.
$1,000,000,000 aggregate principal amount of 1.35% Notes due 2017.
$1,000,000,000 aggregate principal amount of 2.60% Notes due 2022.
$750,000,000 aggregate principal amount of 4.00% Notes due 2042.
Maturity
2015 Notes: July 15, 2015.
2017 Notes: July 15, 2017.
2022 Notes: July 15, 2022.
2042 Notes: July 15, 2042.
Interest Rate
2015 Notes: 0.70% per year payable semi-annually in arrears on January 15 and July
15 of each year, commencing on January 15, 2013, and accruing from July 24, 2012.
2017 Notes: 1.35% per year payable semi-annually in arrears on January 15 and July
15 of each year, commencing on January 15, 2013, and accruing from July 24, 2012.
2022 Notes: 2.60% per year payable semi-annually in arrears on January 15 and
July 15 of each year, commencing on January 15, 2013, and accruing from July 24,
2012.
2042 Notes: 4.00% per year payable semi-annually in arrears on January 15 and
July 15 of each year, commencing on January 15, 2013, and accruing from July 24,
2012.
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 to the extent 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 June 30, 2012, we had approximately $12 million of secured indebtedness
outstanding, $550 million of senior unsecured indebtedness outstanding under our $2.0
billion commercial paper program, approximately $1.5 billion of other senior
unsecured indebtedness outstanding and $3.0 billion of available borrowing capacity
under our unsecured revolving credit facility (of which $2.0 billion of available
borrowing capacity is reserved to provide liquidity support, if required, for our
commercial paper program).

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Certain Covenants
The indenture governing the notes contains covenants that will 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--Certain Definitions"
in the accompanying prospectus), any shares of capital stock of our
Significant Subsidiaries or any 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.
The indenture also contains a covenant that limits our ability to consolidate with or
merge into, or convey, transfer or lease all or substantially all of our 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" in this
prospectus supplement and the accompanying prospectus 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 in the bullet points above.
Optional Redemption
The 2015 notes are redeemable at our option at any time or from time to time prior to
their maturity, the 2017 notes are redeemable at our option at any time or from time to
time prior to their maturity, the 2022 notes are redeemable at our option at any time or
from time to time prior to April 15, 2022, and the 2042 notes are redeemable at our
option at any time or from time to time prior to January 15, 2042, in each case either in
whole or in part, 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 interest accrued to the applicable
redemption date) 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 7 basis
points in the case of the 2015 notes, 12.5 basis points in the case of the 2017 notes, 20
basis points in the case of the 2022 notes and 25 basis points in the case of the 2042
notes, plus accrued and unpaid interest to the redemption date. On and after April 15,
2022, we may at our option redeem the 2022 notes and, on and after January 15, 2042,
we may at our option redeem the 2042 notes, in each case at any time or from time to
time, either in whole or in part, 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 to the 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.

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Use of Proceeds
We intend to use the net proceeds from this offering for general corporate purposes.
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, without notice to or consent of the holders or beneficial owners of the notes of
any series, issue additional notes of the same series having the same ranking, interest
rate, maturity and other terms (except for the issue date, offering and sales prices and,
in some cases, 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. The
notes will be issued in minimum denominations of $2,000 and in integral multiples of
$1,000 in excess thereof.
Governing Law
The notes and the related indenture will be governed by, and 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, any related
free writing prospectus and the documents incorporated and deemed to be incorporated
by reference in the accompanying 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 "Risk Factors" in the accompanying
prospectus and in our most recent Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q incorporated and deemed to be incorporated by
reference in the accompanying prospectus before deciding whether to invest in the
notes.

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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 in our subsequent Quarterly Reports 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 for information regarding some of the risks and uncertainties
inherent in forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking
statements as a result of many factors, including the risks described below and elsewhere in this prospectus supplement, the
accompanying prospectus and the documents incorporated and deemed to be incorporated by reference therein.
We may incur substantial additional indebtedness in the future, which may impair our ability to make payments on the notes.
At June 30, 2012, we had approximately $12 million of secured indebtedness outstanding, $550 million of senior unsecured
indebtedness outstanding under our $2.0 billion commercial paper program and approximately $1.5 billion of other senior unsecured
indebtedness outstanding. We also have a $3.0 billion revolving credit facility under which we maintain $2.0 billion of available borrowing
capacity in order to repay commercial paper borrowings in the event we are unable to repay those borrowings from other sources when they
come due. As of June 30, 2012, no borrowings or letters of credit were outstanding under this revolving credit facility and, accordingly,
$1.0 billion of borrowing capacity was available for other purposes permitted by this credit facility.
In addition to the substantial indebtedness 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 offerings or private
placements of debt securities. The notes offered by this prospectus supplement 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 may have important consequences for you as a holder of the notes, including, without limitation, the
following:

· we will be required to use cash to pay the principal of and interest on our indebtedness;

· our indebtedness and leverage may increase our vulnerability to adverse changes in general economic and industry conditions, as

well as to competitive pressure;

· our ability to obtain additional financing for working capital, capital expenditures, acquisitions, share repurchases and 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.
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
consolidated results of operations and financial condition,

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