8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2014

eBay Inc.

(Exact name of registrant as specified in its Charter)

Delaware	000-24821	77-0430924
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2065 Hamilton Avenue, San Jose, CA 95125
(Address of Principal Executive Offices)

(408) 376-7400

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 30, 2014, eBay Inc. (“eBay”, “we” or “us”) issued a press release announcing the appointment of Daniel Schulman (“Mr. Schulman”) as President of PayPal, Inc., a wholly owned subsidiary of eBay, effective immediately.  At such time as PayPal, Inc. becomes a separate, publicly traded company (“PayPal”) as described in Item 8.01 (a “Spin-Off”), Mr. Schulman will become the President and Chief Executive Officer of PayPal and be appointed as a member of the PayPal Board of Directors, and Devin Wenig (“Mr. Wenig”), currently President, eBay Marketplaces, will become the President and Chief Executive Officer of eBay and be appointed as a member of eBay’s Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Schulman, age 56, joins eBay from American Express, where he was president of the company’s Enterprise Growth Group.  Prior to his employment with American Express, Mr. Schulman was the President of the Prepaid group of Sprint Nextel Corporation from 2009 through August 2010.  A seasoned leader in multiple industries, Mr. Schulman has held senior executive and chief executive officer roles at AT&T, Priceline and Virgin Mobile.

In conjunction with Mr. Schulman’s appointment as President of PayPal, Inc., eBay and Mr. Schulman have entered into a letter agreement (the “Schulman Agreement”). The summary below describes the key terms of the Schulman Agreement.

Position & Duties	President of PayPal, Inc., reporting to eBay’s President and Chief Executive Officer.  At the time of the Spin-Off, when PayPal becomes a separate, publicly traded company, Mr. Schulman will become the President and Chief Executive Officer of PayPal, report to the PayPal Board of Directors and become a member of the PayPal Board of Directors.
Annual Cash Compensation	Mr. Schulman‘s annual base salary will be $900,000 at eBay (increased to $1,000,000 after the Spin-Off), and his annual target bonus opportunity will be 175% of his base salary (increased to 200% after the Spin-Off).
Make-good Awards	It is possible that Mr. Schulman’s prior employer may not pay him his bonus for the current year, and/or may require him to forfeit certain cash and equity awards that Mr. Schulman currently holds, and/or may require him to repay certain gains he has recognized on equity awards within the last 2 years, all as a result of Mr. Schulman leaving his prior employer to join us.  To the extent any of this occurs, we have agreed to: (1) pay Mr. Schulman certain “Cash Make-good Awards” to make him whole for any such lost bonus opportunity and/or forfeited cash and/or equity awards, up to a total possible amount (before taxes) of (a) up to $9,857,787 (of which 30% is subject to service vesting conditions), in respect of any such lost bonus opportunity and forfeited cash and equity awards, and (b) as to gains on awards that were vested or paid in the past to the extent they are required to be repaid, up to approximately $11 million;  and (2) grant Mr. Schulman certain “Equity Make-good Awards” in the form of restricted stock units (RSUs) having an aggregate grant date value equal to $8,214,932 (which RSUs will be subject to service vesting conditions).
Initial and Focal Equity Awards	Shortly after he starts employment with us, Mr. Schulman will receive “Initial Equity Awards” in the form of RSUs valued at $4.5 million, performance-based restricted stock units (PBRSUs) in respect of our 2014-2015 performance period having a target value of $2.7 million, and options valued at $1.8 million. As part of our regular annual equity grant cycle in 2015, Mr. Schulman also will receive RSUs valued at $2.7 million, PBRSUs in respect of our 2015-2016 performance period having a target value of $4.5 million, and options valued at $1.8 million. All of the foregoing equity grants will have vesting schedules that provide for full vesting by no later than the fourth anniversary of the date of grant.
Spin-Off Equity Awards	Immediately prior to the Spin-Off, Mr. Schulman will receive equity awards having an aggregate grant date value of $2 million, with vesting schedules that provide for full vesting by no later than the fourth anniversary of the effective date of the Spin-Off.
Effect of Spin-Off	At the time of the Spin-Off, Mr. Schulman’s outstanding equity awards will convert into equity awards covering PayPal common stock, and then will continue to vest subject to Mr. Schulman’s continued employment with PayPal.
Relocation Benefits	Mr. Schulman will be covered by our general relocation assistance program to aid him in his relocation to the Bay area.  eBay will also provide him with: (1) a reasonable allowance to cover the cost of temporary housing in the Bay area through the earlier of nine months after his start date with eBay or the date that he purchases a residence; and (2) reasonable travel-related expenses to and from the Bay area, up to 26 round trips per year (prorated for 2014).
Severance Benefits	Upon a termination of Mr. Schulman’s employment by eBay (or, after the Spin-Off, PayPal) without “cause” or a resignation by Mr. Schulman for “good reason” (as defined in the Schulman Agreement), Mr. Schulman will receive, in addition to earned but unpaid compensation and benefits, a lump sum cash payment, payable subject to his execution of a release of claims, equal to the sum of: (1) two times the sum of his annual base salary plus his target annual bonus; plus (2) any Cash Make-good Awards unpaid as of the date of termination; plus (3) the amount of any unvested Initial Equity Awards and Equity Make-good Awards outstanding as of the date of termination; plus (4) if such termination occurs: within 30 days before or 60 days after the second anniversary of the date Mr. Schulman’s start date with us, and no Spin-Off has occurred by such second anniversary, the value of any other unvested eBay equity awards that would have become vested within 24 months after termination, or after the Spin-Off, the value of any other unvested eBay equity awards (as converted into PayPal awards in the Spin-Off) that would have become vested within 12 months after termination, or during the 90 days prior to or the 24 months following a “change in control” of eBay or PayPal, as applicable (as defined in the Schulman Agreement), the value of all his unvested equity awards outstanding as of the date of termination.
Death or  Disability	If Mr. Schulman’s employment terminates due to his death or disability, he will receive a cash payment equal to the value of all unvested eBay equity awards (after a Spin-Off, such awards as converted into PayPal awards in the Spin-Off) that would have become vested within 24 months after his death or disability.
No Tax Grossups	Mr. Schulman is not entitled to any “golden parachute” tax gross-up payments under any plan or agreement with eBay (or, after the Spin-Off, PayPal).

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Schulman Agreement, which will be filed with eBay’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014.

In addition, eBay and Mr. Wenig have entered into a letter agreement, dated as of September 29, 2014 (the “Wenig Agreement”). The Wenig Agreement provides Mr. Wenig with all of the same compensation and benefits, on all of the same terms and conditions, to which Mr. Schulman is entitled to, except (1) Mr. Wenig is not entitled to any Make-good Awards or Relocation Benefits and (2) otherwise to the extent described differently in the table below.

Position & Duties	President, eBay Marketplaces, reporting to eBay’s President and Chief Executive Officer.  Upon the occurrence of the Spin-Off, Mr. Wenig will become the President and Chief Executive Officer of eBay, report to eBay’s Board of Directors and become a member of eBay’s Board of Directors.
2014 Top-Up Equity Awards	In lieu of any Initial Equity Awards, in October 2014, Mr. Wenig will receive RSUs valued at $1.2 million, PBRSUs in respect of the 2014-2015 performance period with a target value of $2 million, and options valued at $800,000.  Generally, these awards otherwise vest over the same vesting schedules as Mr. Schulman’s Initial Equity Awards.
Effect of Spin-Off	At the time of the Spin-Off, any of Mr. Wenig’s outstanding eBay equity awards granted after September 30, 2014 will remain eBay equity awards, and his eBay equity awards granted prior to such date will be treated in a manner to be determined by eBay’s Board of Directors.
Severance Benefits	Upon a termination of Mr. Wenig’s employment by eBay without “cause” or a resignation by Mr. Wenig for “good reason” (each term as defined in the Wenig Agreement), Mr. Wenig will receive, in addition to earned but unpaid compensation and benefits, a lump sum cash payment, payable within 30 days following the execution without revocation of a release of claims, equal to the sum of: (1) two times the sum of his annual base salary plus his target annual bonus; plus (2) the value of any unvested equity awards that would have become vested within 12 months after such termination; but if such termination occurs during the 90 days prior to or the 24 months following a “change in control” of eBay (as defined in the Wenig Agreement), then the value of all of his unvested equity awards outstanding as of the date of termination.

The foregoing summary does not purport to be complete and is qualified by entirety by reference to the Wenig Agreement, which will be filed with eBay’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014.

Item 8.01.                      Other Events

On September 30, 2014, eBay issued a press release announcing that its board of directors has approved a plan to separate eBay’s eBay and PayPal businesses into two independent, publicly traded companies.  A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

This report and the attached press release contains forward-looking statements relating to, among other things, the separation, the expected timetable for completing the separation and the future performance of eBay’s eBay and PayPal businesses.  A more thorough discussion of certain factors that may affect eBay’s actual results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in eBay’s most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, copies of which may be obtained by visiting eBay’s investor relations web site at http://investor.ebayinc.com or the SEC’s web site at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this report or the attached press release and slide presentation, which are based on information available to eBay on the date hereof.  eBay assumes no obligation to update such statements.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release, dated September 30, 2014
99.2	Press release, dated September 30, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 3, 2014	eBay Inc.
	By:	/s/ Michael R. Jacobson
		Name:	Michael R. Jacobson
		Title:	Senior Vice President, Legal Affairs, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated September 30, 2014
99.2	Press release, dated September 30, 2014

EX-99.1

EXHIBIT 99.1

eBay Inc. Names Dan Schulman to Lead PayPal

Seasoned Payments and Technology Leader Joins PayPal as President; Will Become CEO of PayPal Following Planned

Separation of Business into Independent, Publicly Traded Company in Second Half 2015

SAN JOSE, Calif. (Sept 30, 2014) – eBay Inc. (Nasdaq: EBAY) today announced Dan Schulman is joining the company as the new President of PayPal, effective immediately. Schulman will become Chief Executive Officer of PayPal following the planned separation of the business into an independent, publicly traded company in the second half of 2015, which also was announced by eBay Inc. today.

The company announced separately today that its board of directors, following a strategic review, has approved a plan to separate eBay and PayPal into independent, publicly traded companies. The separation is expected to be completed  in the second half of 2015. The board determined that separation is the best path for growth and shareholder value creation for each business.

With 152 million active digital wallets, PayPal securely connects people worldwide to their money with technology they love, enabling them to easily make payments online, on mobile devices and in their favorite stores. PayPal is available in 203 markets worldwide and is on track to process 1 billion mobile payments this year alone. Over the past twelve months1, PayPal has processed $203 billion in total payment volume for its customers.

Schulman, 56, brings with him nearly 30 years of senior leadership experience at global, consumer-centric brands, with an emphasis on both payments and mobile technology. His focus on driving customer adoption of digital payments and mobile technology is ideal for the future of PayPal as it navigates a rapidly evolving industry landscape and focuses on engaging consumers, partnering with merchants and innovating in mobile payments.

Since 2010, Schulman served as President of American Express’ Enterprise Growth Group and led the company’s global strategy to expand its alternative mobile and online payment services. Under his leadership, American Express successfully launched its next-generation digital payments platform, developed non-traditional sources of revenue and introduced a suite of payment products to expand the company’s demographic and geographic reach.

“Dan’s impressive track record of growing consumer brands and his experience in payments and mobile technology make him a natural fit for PayPal today,” said eBay Inc. President and CEO John Donahoe. “He brings both dynamic leadership and vision as the company accelerates into the future.”

“I am thrilled to join an incredible PayPal team and lead this innovative business forward, making money work better for people around the world," Schulman said. “PayPal redefined and continues to dramatically change and improve how people pay and get paid, and the opportunities ahead can be even more transformative and meaningful.”

Prior to joining American Express, Schulman served as President of the Prepaid Group at Sprint Nextel Corporation following its acquisition of Virgin Mobile USA, Inc., where he led the company as its founding CEO. During his eight years at Virgin Mobile USA, he developed the company from its earliest stages as one of the first U.S. prepaid cell phone providers to a dynamic public company when acquired by Sprint Nextel in 2009 for a total value of $688 million.

Earlier in his career, Schulman was President and CEO of Priceline Group, Inc.  He also spent 18 years at AT&T, where he served in a series of positions of increasing responsibility, including as President of the Consumer Markets Division.

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Schulman earned a Bachelor’s degree from Middlebury College and an M.B.A. from New York University’s Leonard N. Stern School of Business.  He serves on the Boards of Flextronics, International Ltd. and Symantec Corporation, where he is Non-Executive Chairman of the Board, and is on the board of Autism Speaks.

About eBay Inc.

eBay Inc. (NASDAQ: EBAY) is a global commerce and payments leader, providing a robust platform where merchants of all sizes can compete and win. Founded in 1995 in San Jose, Calif., eBay Inc. connects millions of buyers and sellers and enabled $205 billion* of commerce volume in 2013. We do so through eBay, one of the world's largest online marketplaces, which allows users to buy and sell in nearly every country on earth; through PayPal, which enables individuals and businesses to securely, easily and quickly send and receive digital payments; and through eBay Enterprise, which enables omnichannel commerce, multichannel retailing and digital marketing for global enterprises in the U.S. and internationally. We also reach millions through specialized marketplaces such as StubHub, the world's largest ticket marketplace, and eBay classifieds sites, which together have a presence in more than 1,000 cities around the world. For more information about the company and its global portfolio of online brands, visit www.ebayinc.com.

1 Last four public quarters

* This adjusted number reflects decision to remove vehicles and real estate GMV from ongoing total GMV and ECV metrics (previously stated ECV for 2013 was $212 billion, incorporating vehicles and real estate GMV).

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EX-99.2

EXHIBIT 99.2

eBay Inc. to Separate eBay and PayPal

into Independent Publicly Traded Companies in 2015

• Maximizes strategic focus and flexibility for eBay and PayPal to capitalize on respective growth opportunities in highly competitive, rapidly changing global commerce and payments markets

• Preserves eBay and PayPal relationships through arm’s length operating agreements

• Provides shareholders with more targeted investment opportunities; best path to sustainable shareholder value

Devin Wenig, president of eBay Marketplaces, to become CEO of new eBay company following separation; American Express executive Dan Schulman joins PayPal immediately as President and CEO designee for PayPal post-separation; eBay Inc. President and CEO John Donahoe and CFO Bob Swan to oversee separation and serve on boards of new independent companies

San Jose, Calif. (Sept 30, 2014)  – eBay Inc. (Nasdaq: EBAY) today said its Board of Directors, following a strategic review of the company’s growth strategies and structure, has approved a plan to separate the company’s eBay and PayPal businesses into independent publicly traded companies in 2015, subject to customary conditions. Creating two standalone businesses best positions eBay and PayPal to capitalize on their respective growth opportunities in the rapidly changing global commerce and payments landscape, and is the best path for creating sustainable shareholder value, the company said.

“eBay and PayPal are two great businesses with leading global positions in commerce and payments,” said eBay Inc. President and CEO John Donahoe. “For more than a decade eBay and PayPal have mutually benefited from being part of one company, creating substantial shareholder value. However, a thorough strategic review with our board shows that keeping eBay and PayPal together beyond 2015 clearly becomes less advantageous to each business strategically and competitively. The industry landscape is changing, and each business faces different competitive opportunities and challenges.

“eBay and PayPal will be sharper and stronger, and more focused and competitive as leading, standalone companies in their respective markets,” Donahoe continued. “As independent companies, eBay and PayPal will enjoy added flexibility to pursue new market and partnership opportunities. And we are confident following a thorough assessment of the relationships between eBay and PayPal that operating agreements can maintain synergies going forward. Our board and management team believe that putting eBay and PayPal on independent paths in 2015 is best for each business and will create additional value for our shareholders.”

As the company has previously stated, eBay’s board of directors has a practice of regularly reviewing the company’s growth strategies and structure, and assessing all alternatives. As part of such assessments, the board regularly explores the following questions: Will separation make eBay and PayPal more competitive? Will separation be possible without distracting innovation and execution? And, will separation create sustainable value for shareholders over time?

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In its recently completed review, the board concluded:

• A changing competitive landscape creates enormous opportunities for eBay and PayPal; separation will create sharper strategic focus and better position each business to capitalize on those growth opportunities as independent companies. The pace of industry change and innovation in commerce and payments requires maximum flexibility to stay competitive and drive global leadership.

• The benefits of the existing relationships between eBay and PayPal will naturally decline over time and can be optimized in arm’s length operating agreements between the two entities. Arm’s length operating agreements can formalize the existing relationships between the two companies and capture ongoing synergies.

• This is the best path for delivering sustainable shareholder value. eBay is a leading global commerce platform that has benefited from PayPal, and PayPal is a strong, rapidly growing global payments leader because it has been part of eBay. But beyond 2015, eBay and PayPal will each benefit more and create greater value from the strategic focus, speed, flexibility and agility that come with being independent publicly traded companies.

The future

The company expects to complete the transaction as a tax-free spin-off in the second half of 2015, subject to market, regulatory and certain other conditions.

eBay Inc. President and CEO John Donahoe and company CFO Bob Swan will be responsible for leading the separation of each business, with board oversight. This includes determining appropriate management and capital structures for eBay and PayPal, and putting in place appropriate operating agreements. Neither Donahoe nor Swan will have an executive management role in the new eBay and PayPal companies. But to provide continuity, they each expect to serve on one or both of the boards of the two companies.

The “new” eBay

Devin Wenig, currently president of eBay Marketplaces, will become CEO of the new eBay company. As CEO of eBay, Wenig will lead the eBay Marketplaces and eBay Enterprise businesses. Revenue over the last twelve months1 for these two businesses grew approximately 10% year-over-year to $9.9 billion, with eBay Marketplaces accounting for about $8.7 billion. eBay Marketplaces and eBay Enterprise collectively handled approximately $85 billion of gross merchandise volume and gross merchandise sales, which grew 13 percent year over year.  Scott Schenkel, currently the CFO of eBay Marketplaces will become the CFO of the new eBay company.

A global commerce leader with 149 million active buyers, eBay is one of the world’s top 30 global brands and a top 10 retail global brand.2   Offering consumers worldwide extraordinary value and selection, eBay has more than 700 million live listings at any given time, and approximately 75% of sold items are new. eBay also is a leader in emerging competitive battlegrounds such as mobile and cross-border commerce. eBay has an installed mobile base of 200 million apps, generating $20 billion in mobile volume. Cross-border commerce represents 20% of eBay’s gross merchandise volume and 61% of Marketplaces revenue is international.

“eBay has been a leading innovator in the world of commerce for almost 20 years; it’s an incredibly special business,” Donahoe said. “Since joining eBay three years ago, Devin has proven to be an exceptional global leader and operating executive. He is steadily enhancing eBay’s unique assets and capabilities and creating new commerce experiences to ensure long-term growth and commerce leadership. He will make a fantastic CEO of eBay.”

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The “new” PayPal

Concurrent with the announcement of the business separation plan, the company also today announced the appointment of Dan Schulman to be President of PayPal, effective immediately, and CEO-designee of the standalone PayPal company following separation.

Schulman joins PayPal from America Express, where he was president of the company’s Enterprise Growth Group. A seasoned leader in multiple industries, Schulman has held senior executive and CEO roles at AT&T, Priceline and Virgin Mobile, prior to joining American Express.

“As both a leading global technology platform and a financial services business, PayPal requires a diverse blend of leadership skills and operating experience in its president and future CEO,” Donahoe said. “Dan has a proven track record of leading complex technology businesses at scale, driving sustainable growth and understanding how to innovate to drive competitive advantage and deliver compelling experiences for customers. I am thrilled to have him lead PayPal forward as a publicly traded, independent global payments leader, and we welcome him to the team.”

PayPal is a rapidly growing global leader in digital payments and the most trusted digital wallet, with more than 152 million active registered accounts. Accounts grew 15% year-over-year last quarter. Revenue over the last twelve months grew by 19% over the prior year period to approximately $7.2 billion.

PayPal facilitates one in every six dollars spent online today. Total payments volume over the last twelve months increased by 26% to $203 billion, providing merchants and consumers worldwide a faster, safer way to pay and be paid. PayPal is fully localized in 26 currencies and is available in 203 markets worldwide, and has relationships with 15,000 financial institutions. Representative of its global reach, PayPal is the No. 1 payments processor for business to consumer exports for Chinese merchants.

With acquisitions such as Braintree and its new One Touch mobile payments experience, PayPal continues to lead and innovate in mobile payments. One Touch is the industry’s first and only single touch payments experience. PayPal processed $27 billion in mobile payments volume in 2013. PayPal expects to process 1 billion mobile transactions in 2014.

A strong record of delivering shareholder value

Since 2008, eBay Inc.’s board and management team have led a successful turnaround of the company’s core eBay Marketplace business; have dramatically grown PayPal and drove digital payments innovation; and through 37 acquisitions have built a strong portfolio of global commerce and payments technologies, assets and capabilities.

The company’s board and management team have a clear track record of making the right decisions for eBay and its shareholders.

“Together, eBay and PayPal have delivered substantial value creation for our shareholders,” Donahoe said. “We believe eBay and PayPal will continue to do so as separate, independent companies. Tremendous opportunities exist for each business.”

Goldman, Sachs & Co. and Allen & Company LLC are serving as financial advisors and Wachtell, Lipton, Rosen and Katz is serving as legal counsel to eBay Inc.

1  Last four publicquarters

2  Interbrand

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Conference Call and Webcast

eBay Inc. will host a conference call to discuss the separation of eBay and Paypal at 8:00 am ET.  A live webcast of the conference call, together with a slide presentation can be accessed through the company's Investor Relations website at http://investor.ebayinc.com. In addition, an archive of the webcast will be accessible for 90 days through the same link.

eBay Inc. uses its Investor Relations website at http://investor.ebayinc.com as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor, in addition to following press releases, SEC filings, public conference calls and webcasts.

About eBay Inc.

eBay Inc. (NASDAQ: EBAY) is a global commerce and payments leader, providing a robust platform where merchants of all sizes can compete and win. Founded in 1995 in San Jose, Calif., eBay Inc. connects millions of buyers and sellers and enabled $205 billion* of commerce volume in 2013. We do so through eBay, one of the world's largest online marketplaces, which allows users to buy and sell in nearly every country on earth; through PayPal, which enables individuals and businesses to securely, easily and quickly send and receive digital payments; and through eBay Enterprise, which enables omnichannel commerce, multichannel retailing and digital marketing for global enterprises in the U.S. and internationally. We also reach millions through specialized marketplaces such as StubHub, the world's largest ticket marketplace, and eBay classifieds sites, which together have a presence in more than 1,000 cities around the world. For more information about the company and its global portfolio of online brands, visit www.ebayinc.com.

* This adjusted number reflects decision to remove vehicles and real estate GMV from ongoing total GMV and ECV metrics (previously stated ECV for 2013 was $212 billion, incorporating vehicles and real estate GMV).

Forward-Looking Statements

This press release contains forward-looking statements relating to, among other things, the planned separation of eBay Inc.’s Marketplaces and PayPal businesses and the future performance of eBay Inc. and its consolidated subsidiaries that are based on the company's current expectations, forecasts and assumptions and involve risks and uncertainties.  These statements include, but are not limited to, the completion and timing of any such separation, the future performance of the Marketplaces and PayPal businesses on a standalone business if the separation is completed, and the future growth of mobile payments and mobile commerce. Actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of future performance.  There is no assurance as to the timing of the spin-off or whether it will be completed.  Other factors that could cause or contribute to such differences include, but are not limited to: whether the operational, marketing and strategic benefits of the separation can be achieved; whether the costs and expenses of the separation can be controlled within expectations; changes in political, business and economic conditions, any European, Asian or general economic downturn or crisis (including any economic disruption or sanctions related to Ukraine or Russia) and any conditions that affect ecommerce growth; fluctuations in foreign currency exchange rates; our need to successfully react to the increasing importance of mobile payments and mobile commerce and the increasing social aspect of commerce; our ability to deal with the increasingly competitive ecommerce environment, including competition for sellers from other trading sites and other means of selling, and competition for buyers from other merchants, online and offline; changes to capital allocation or management of operating cash; our need to manage an increasingly large enterprise with a broad range of businesses of varying degrees of maturity and in many different geographies; the effect of management changes and business initiatives; our need and ability to manage other regulatory, tax and litigation risks as services are offered in more jurisdictions and applicable laws become more restrictive; any changes to product offerings; the competitive, regulatory, payment card association-related and other risks specific to PayPal and Bill Me Later, especially as PayPal continues to expand geographically and introduce new products and as new laws and regulations related to financial services companies come into effect; our ability to timely upgrade and develop technology systems, infrastructure and customer service capabilities at reasonable cost; our ability to maintain site stability and performance on all sites while adding new products and features in a timely fashion; and our ability to profitably integrate, manage and grow businesses that have been acquired or may be acquired in the future.  The forward-looking statements in this communication do not include the potential impact of any acquisitions or divestitures that may be announced and/or completed after the date hereof.

More information about factors that could affect our operating results is included under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in eBay Inc.’s most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q, copies of which may be obtained by visiting the eBay Inc. Investor Relations website at http://investor.ebayinc.com or the SEC’s website at www.sec.gov.  All information in this communication is as of the date hereof.  Undue reliance should not be placed on the forward-looking statements in this communication, which are based on information available to eBay Inc. on the date hereof.  eBay Inc. assumes no obligation to update such statements, except as required by law.

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