Form 8-K

Date: July 28, 2014

eBay Inc.

/s/ Russell S. Elmer

Name: Russell S. Elmer

Title: Vice President, Deputy General Counsel and

Assistant Secretary

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):

On July 23, 2014, eBay Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein, with respect to the Company’s issuance and sale of a total of $3,500,000,000 aggregate principal amount of its senior unsecured notes, consisting of $450,000,000 aggregate principal amount of its Floating Rate Notes due 2017, $400,000,000 aggregate principal amount of its Floating Rate Notes due 2019, $1,150,000,000 aggregate principal amount of its 2.200% Notes due 2019, $750,000,000 aggregate principal amount of its 2.875% Notes due 2021 and $750,000,000 aggregate principal amount of its 3.450% Notes due 2024 (collectively, the “Notes”), under the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-197522) and a related prospectus supplement and prospectus filed with the Securities and Exchange Commission. The Notes are being issued pursuant to an Indenture, dated as of October 28, 2010 (the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented and amended by a Supplemental Indenture, dated as of October 28, 2010, between the Company and the Trustee (the “Supplemental Indenture”).

The foregoing descriptions of the Underwriting Agreement and the Notes are qualified in their entirety by reference to the complete terms and conditions of the Underwriting Agreement and the officers’ certificate establishing the terms and forms of the Notes (including, with respect to each series of the Notes, the form of Note applicable to such series attached thereto), which are filed herewith as Exhibits 1.1 and 4.3, respectively, and incorporated by reference herein. The foregoing descriptions of the Indenture and the Supplemental Indenture are qualified in their entirety by reference to the complete terms and conditions of the Indenture and the Supplemental Indenture, which are incorporated by reference herein as Exhibits 4.1 and 4.2, respectively. In connection with the issuance of the Notes, Sidley Austin LLP provided the Company with the legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1, and which is incorporated by reference herein.

On July 23, 2014, the Company issued a press release announcing its agreement to sell the Notes. A copy of the press release is attached hereto as Exhibit 99.1.

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.

Introductory. eBay Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of (i) $450,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2017 (the “2017 Floating Rate Notes”), (ii) $400,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2019 (the “2019 Floating Rate Notes,” and together with the 2017 Floating Rate Notes, the “Floating Rate Notes”), (iii) $1,150,000,000 aggregate principal amount of the Company’s 2.200% Notes due 2019 (the “2019 Notes”), (iv) $750,000,000 aggregate principal amount of the Company’s 2.875% Notes due 2021 (the “2021 Notes”), and (v) $750,000,000 aggregate principal amount of the Company’s 3.450% Notes due 2024 (the “2024 Notes,” and together with the Floating Rate Notes, the 2019 Notes, the 2021 Notes and the 2024 Notes, the “Notes”). Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.

The Notes will be issued pursuant to an indenture, dated as of October 28, 2010 (the “Base Indenture”), as amended and supplemented by the supplemental indenture, dated as of October 28, 2010 (the “Supplemental Indenture”, and the Base Indenture, as amended and supplemented by the Supplemental Indenture, the “Indenture”), each between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to the Indenture. The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-197522), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Notes, of the Company under the Securities Act of 1933, as

amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits (but excluding Form T-1 (as defined below)) and schedules thereto, in the form in which it became effective under the Securities Act, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” The term “Prospectus” shall mean the final prospectus supplement (the “Final Prospectus Supplement”) relating to the Notes, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed (the “Execution Time”) by the parties hereto. The term “Preliminary Prospectus” shall mean any preliminary prospectus supplement relating to the Notes, together with the Base Prospectus, that is first filed with the Commission pursuant to Rule 424(b). Any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act prior to 5:20 p.m., New York City time, on July 23, 2014 (the “Initial Sale Time”).

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Registration Statement, the Prospectus or the Preliminary Prospectus shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Prospectus or the Preliminary Prospectus, as the case may be, prior to the Initial Sale Time; and all references in this Agreement to amendments or supplements to the Registration Statement, the Prospectus or the Preliminary Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), which is or is deemed to be incorporated by reference in the Registration Statement, the Prospectus or the Preliminary Prospectus, as the case may be, after the Initial Sale Time.

The Company hereby represents, warrants and covenants to each Underwriter as of the date hereof, and as of the Closing Date (in each case, a “Representation Date”), as follows:

a) Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities Act. The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Trust Indenture Act”).

At the respective times the Registration Statement and any post-effective amendments thereto became effective, at the Initial Sale Time and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Final Prospectus Supplement and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (A) statements in or omissions from the Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof or (B) that part of the Registration Statement that constitutes the Trustee’s Statement of Eligibility (Form T-1) (the “Form T-1”) under the Trust Indenture Act.

Each Preliminary Prospectus and the Prospectus, at the time each was filed with the SEC, complied in all material respects with the Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), except to the extent permitted by Regulation S-T.

b) Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated July 23, 2014, (ii) the issuer free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, set forth in Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, (a) the Disclosure Package did not and (b) each electronic road show, when taken together as a whole with the Disclosure Package did not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

c) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act.

d) Company is a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Notes in reliance on the exemption of Rule 163 of the Securities Act, and (iv) as of the Execution Time, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Execution Time; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form.

e) Company is not an Ineligible Issuer. (i) At the time of filing the Registration Statement and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an Ineligible Issuer.

f) Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Notes under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

g) Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection with the offering and sale of the Notes, other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto, the Registration Statement or any electronic road show in connection with the offering and sale of the Notes.

h) No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived.

i) The Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

j) Authorization of the Indenture. The Indenture has been duly qualified under the Trust Indenture Act and each of the Base Indenture and the Supplemental Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

k) Authorization of the Notes. The Notes to be purchased by the Underwriters from the Company are in the respective forms established pursuant to the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits of the Indenture.

l) Description of the Notes and the Indenture. The Notes and the Indenture conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.

m) Accuracy of Statements in Prospectus. The statements in each of the Preliminary Prospectus and the Prospectus under the captions “Description of Notes” and “Description of Debt Securities,” insofar as such statements purport to constitute a summary of the terms of the Notes, and under “Material United States Federal Income Tax Considerations,” insofar as such statements purport to describe the provisions of law referred to therein, fairly present and summarize, in all material respects, the matters referred to therein.

n) No Material Adverse Change. Except as otherwise disclosed in the Disclosure Package, subsequent to the respective dates as of which financial statements are provided in the Disclosure Package, (i) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, except for any of the foregoing that is not material to the Company and its subsidiaries considered as one entity, and (ii) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, management, business, properties or results of operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change referred to in this clause (ii) is called a “Material Adverse Change”).

o) Independent Accountants. PricewaterhouseCoopers LLP, who have expressed their opinion with respect to the Company’s audited financial statements for the fiscal years ended December 31, 2011, 2012 and 2013 incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, are independent public accountants with respect to the Company as required by the Securities Act and the Exchange Act and are an independent registered public accounting firm with the Public Company Accounting Oversight Board.

p) Preparation of the Financial Statements. The financial statements together with the related notes thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified on the basis stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto and subject, in the case of unaudited financial statements, to year-end adjustments. No other financial statements are required by GAAP or the Securities Act to be included in the Registration Statement. The selected financial data and the summary financial information, if any, included in the Preliminary Prospectus and the Prospectus fairly summarize in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included in the Registration Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly, in all material respects, the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the required information in all material respects and has been prepared in accordance with the Commission’s rules applicable thereto.

“GAAP” means accounting principles generally accepted in the United States of America, which are in effect as of the date of determination.

q) Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated and is validly existing as a corporation, limited liability company, partnership, or other legal entity in good standing under the laws of the jurisdiction of its organization and has corporate, limited liability company, partnership or

other power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each Significant Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock, membership or partnership interests or any other capital securities of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and (except for general partnership or similar interests) non-assessable and are owned by the Company, directly or through Significant Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except for such security interest, mortgage, pledge, lien, encumbrance or claim that would not, individually or in the aggregate, result in a Material Adverse Change. Except as may otherwise be described in the Disclosure Package or the Prospectus, the Company does not have any subsidiary not listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 that was required to be so listed as of the date such Annual Report on Form 10-K was filed with the SEC.

r) Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is (subject to rounding in the case of issued and outstanding capital stock) as set forth in the Company’s condensed consolidated balance sheet set forth in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 as of the date specified therein (other than for subsequent issuances or forfeitures, if any, pursuant to employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise or vesting, as applicable, of outstanding options or other equity-related awards described in the Disclosure Package and the Prospectus, as the case may be).

s) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its Significant Subsidiaries is (i) in violation or in default (or, with the giving of notice or lapse of time or both, would be in default) (“Default”) under its certificate of incorporation or by-laws (or equivalent or comparable constitutive documents), in each case as currently in effect, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Significant Subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and (iii) only, for such Defaults or violations as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby (i) have been duly authorized by all necessary corporate action and will not result in any Default under the certificate of incorporation or by-laws (or equivalent or comparable constitutive documents), in each case as currently in effect, of the Company or any subsidiary, (ii) will not conflict with or constitute a

breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, with respect to clauses (ii) and (iii) of this sentence only, for such consents which have been obtained and for such conflicts, breaches, Defaults, Debt Repayment Triggering Events, liens, charges, encumbrances or violations as would not, individually or in the aggregate, result in a Material Adverse Change or materially and adversely affect the Company’s ability to consummate the transactions contemplated by this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, except (x) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, the Exchange Act, the Trust Indenture Act, and such as may be required under applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or (y) such other consents, approvals, authorizations, orders, registrations or filings that, if not obtained or made, would not, individually or in the aggregate, result in a Material Adverse Change or materially and adversely affect the Company’s ability to consummate the transactions contemplated by this Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

t) No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the Company’s knowledge, threatened (i) against or affecting the Company or any of its Significant Subsidiaries, (ii) the subject of which relates to any officer or director of, or property owned or leased by, the Company or any of its Significant Subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its Significant Subsidiaries, where any such action, suit or proceeding would reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change or materially and adversely affect the Company’s ability to consummate the transactions contemplated by this Agreement.

u) Labor Matters. Except as set forth in the Disclosure Package and the Prospectus, there are no material disputes with the employees of the Company or any of its Significant Subsidiaries, and the Company is not aware of any existing or imminent labor dispute with the employees of any of its or its Significant Subsidiaries’ principal suppliers, contractors or customers, that would, individually or in the aggregate, result in a Material Adverse Change.

v) Intellectual Property Rights. Except as set forth in the Disclosure Package and the Prospectus, the Company or its subsidiaries own or possess a valid right to use all patents, trademarks, service marks, trade names, copyrights, patentable inventions, trade secret, know-

how and other intellectual property (collectively, the “Intellectual Property”) used by the Company or its Significant Subsidiaries in, and material to, the conduct of the Company’s or its Significant Subsidiaries’ business as now conducted or as proposed in the Disclosure Package and the Prospectus to be conducted, except where such failure to own or possess the valid right to use such Intellectual Property would not, individually or in the aggregate, result in a Material Adverse Change. Except as set forth in the Disclosure Package and the Prospectus, to the Company’s knowledge, there is no infringement by third parties of any of the Company’s Intellectual Property, except for such infringement as would not, individually or in the aggregate, result in a Material Adverse Change, and there are no legal or governmental actions, suits, proceedings or claims pending or, to the Company’s knowledge, threatened, against the Company (i) challenging the Company’s rights in or to any Intellectual Property, (ii) challenging the validity or scope of any Intellectual Property owned by the Company, or (iii) alleging that the operation of the Company’s business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of a third party and which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and the Company is unaware of any facts which would reasonably be expected to result in any such claim.

w) All Necessary Permits, etc. The Company and each Significant Subsidiary possess such valid and current certificates, permits, licenses, approvals, consents and other authorizations issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except where the failure to possess such certificates, permits, licenses, approvals, consents or other authorizations would not, individually or in the aggregate, result in a Material Adverse Change, and neither the Company nor any Significant Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization, permit, license, approval, consent or other authorization which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Change.

x) Tax Law Compliance. The Company and its Significant Subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except (A) for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings or (B) where a failure to make such filings or payments would not result in a Material Adverse Change. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its Significant Subsidiaries has not been finally determined.

y) Company Not an “Investment Company. The Company has been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is not, and after receipt of payment for the Notes and the application of the proceeds thereof as contemplated under the caption “Use of Proceeds” in the Preliminary Prospectus and the Prospectus will not be, required to register as an “investment company” within the meaning of the Investment Company Act.

z) No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed to or that would be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes.

aa) Related Party Transactions. There are no business relationships or related-party transactions involving the Company or any subsidiary or any other person required to be described in the Preliminary Prospectus or the Prospectus that have not been described as required.

bb) No Unlawful Contributions or Other Payments. None of the Company, any of its Significant Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its Significant Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and the Company, its Significant Subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

“FCPA” means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

cc) No Conflict with Money Laundering Laws. The operations of the Company and its Significant Subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Significant Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

dd) No Conflict with Sanctions Laws. Neither the Company nor any of its Significant Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its Significant Subsidiaries is currently subject to any sanctions administered or enforced by the United States government, including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the European Union or Her Majesty’s Treasury (collectively, the “Sanctions”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any Significant Subsidiary, joint venture partner or other person or entity, (i) to fund any activities of or business with any person, or in any country or

territory, that, at the time of such funding, is, to the knowledge of the Company, the subject of Sanctions or (ii) in any other manner that will, to the knowledge of the Company, result in a violation by any person (including any person participating in the transaction, whether as an underwriter, advisor, investor or otherwise) of Sanctions.

ee) Compliance with Environmental Laws. Except as otherwise disclosed in the Disclosure Package and the Prospectus, (i) neither the Company nor any of its Significant Subsidiaries is in violation of any federal, state, local or foreign law, regulation, order, permit or other requirement relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environment Concern (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its Significant Subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its Significant Subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its Significant Subsidiaries is in violation of any Environmental Law, except as would not, individually or in the aggregate, result in Material Adverse Change; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its Significant Subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or, to the Company’s knowledge, threatened against the Company or any of its Significant Subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its Significant Subsidiaries has retained or assumed either contractually or by operation of law, except as would not, individually or in the aggregate, result in a Material Adverse Change; and (iii) to the Company’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law, require expenditures to be incurred pursuant to Environmental Law, or form the basis of a potential Environmental Claim against the Company or any of its Significant Subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its Significant Subsidiaries has retained or assumed either contractually or by operation of law, except as would not, individually or in the aggregate, result in a Material Adverse Change.

ff) ERISA Compliance. The Company and its Significant Subsidiaries and any “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its Significant Subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance with ERISA, except where the failure to be so in compliance would not result in a Material Adverse Change. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), of which the Company or such Significant Subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its Significant Subsidiaries or any of their ERISA Affiliates, except where such occurrence would not result in a Material Adverse Change. No “employee benefit plan” established or maintained by the Company, its Significant Subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA), except where such liabilities would not result in a Material Adverse Change. Neither the Company, its Significant Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” (ii) Sections 412, 4971 or 4975 of the Internal Revenue Code, or (iii) Section 4980B of the Internal Revenue Code with respect to the excise tax imposed thereunder, except, in each case, where such liabilities would not result in a Material Adverse Change. Each “employee benefit plan” established or maintained by the Company, its Significant Subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Internal Revenue Code satisfies the qualification requirements under Section 401(a) of the Internal Revenue Code, except where the failure to satisfy such requirements would not result in a Material Adverse Change and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause disqualification of any such employee benefit plan under Section 401(a) of the Internal Revenue Code.

gg) Sarbanes-Oxley Compliance. There is and has been no failure on the part of the Company and, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

hh) Company’s Accounting System. The Company and its subsidiaries maintain effective internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.

ii) Internal Controls and Procedures. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements of the Company in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

jj) No Material Weakness in Internal Controls. Except as disclosed in the Disclosure Package and the Prospectus or in any document incorporated by reference therein, since the end of the Company’s most recent audited fiscal year, there has been (i) to the knowledge of the Company, no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

kk) Accuracy of Exhibits. There are no franchises, contracts or documents which are required to be described in the Registration Statement, the Disclosure Package, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits to the Registration Statement which have not been so described and filed as required

Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for the Underwriters pursuant to this Agreement shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein.

a) The Notes. The Company agrees to issue and sell to the several Underwriters, severally and not jointly, all of the Notes upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company (i) the aggregate principal amount of 2017 Floating Rate Notes set forth opposite their names on Schedule A at a purchase price of 99.750% of the principal amount thereof plus accrued interest if the Closing occurs after July 28, 2014, (ii) the aggregate principal amount of 2019 Floating Rate Notes set forth opposite their names on Schedule A at a purchase price of 99.650% of the principal amount thereof plus accrued interest if the Closing occurs after July 28, 2014, (iii) the aggregate principal amount of 2019 Notes set forth opposite their names on Schedule A at a purchase price of 99.438% of the principal amount thereof plus accrued interest if the Closing occurs after July 28, 2014, (iv) the aggregate principal amount of 2021 Notes set forth opposite their names on Schedule A at a purchase price of 99.379% of the principal amount thereof plus accrued interest if the Closing occurs after July 28, 2014, and (v) the aggregate principal amount of 2024 Notes set forth opposite their names on Schedule A at a purchase price of 99.449% of the principal amount thereof plus accrued interest if the Closing occurs after July 28, 2014, in each case payable on the Closing Date.

b) The Closing Date. Delivery of certificates for the Notes in global form to be purchased by the Underwriters and payment therefor shall be made at the offices of Shearman & Sterling LLP, Four Embarcadero Center, Suite 3800, San Francisco, CA 94111 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m., New York City time, on July 28, 2014, or such other time and date as the Underwriters and the Company shall mutually agree (the time and date of such closing are called the “Closing Date”).

c) Public Offering of the Notes. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

d) Payment for the Notes. Payment for the Notes shall be made at the Closing Date by wire transfer of immediately available funds to the order of the Company.

It is understood that the Representatives have been authorized, for their own accounts and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Notes that the Underwriters have agreed to purchase. The Representatives may (but shall not be obligated to) make payment for any Notes to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

e) Delivery of the Notes. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Notes at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Notes shall be in such denominations and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the Closing Date and shall be made available for inspection on the business day preceding the Closing Date at a location as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

a) Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 430B of the Securities Act, and will promptly notify the Representatives, and confirm the notice in writing, of (i) the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission during the Prospectus Delivery Period, (iii) any request by the Commission prior to the end of the Prospectus Delivery Period for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 424 and will take such steps as it deems necessary to ascertain promptly whether each of the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file such document. The Company will use its reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

b) Filing of Amendments. During such period beginning on the date of this Agreement and ending on the later of the Closing Date or such date as, in the reasonable opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales of the Notes by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act (the “Prospectus Delivery Period”), the Company will furnish the Representatives with copies of any amendment to the Registration Statement, or any amendment, supplement or revision to the Disclosure Package or the Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, a reasonable amount of time prior to the filing or use, as the case may be, of such document; provided that the provisions of this paragraph shall not apply to filings of Current Reports on Form 8-K made pursuant to the Exchange Act after the time of delivery of and payment for the Notes on the Closing Date.

c) Delivery of Registration Statements. To the extent not available on EDGAR, the Company will deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters.

d) Delivery of Prospectuses. The Company will deliver to each Underwriter, without charge, as many copies of the Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes of offering and selling the Notes. The Company will furnish to each Underwriter, without charge, during the Prospectus Delivery Period, such number of copies of the Prospectus as such Underwriter may reasonably request. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

e) Continued Compliance with Securities Laws. During the Prospectus Delivery Period, the Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If at any time during the Prospectus Delivery Period, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Disclosure Package or the Prospectus in order that the Disclosure Package or the Prospectus, as the case may be, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the Initial Sale Time or at the time it is delivered or conveyed to a purchaser, not misleading, or if it shall be necessary, in the opinion of either such counsel, at any such time to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus in

order to comply with the requirements of any law, the Company will (1) notify the Representatives of any such event, development or condition and (2) promptly prepare and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Disclosure Package or the Prospectus comply with such law, and the Company will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request.

f) Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect, in each case during the Prospectus Delivery Period. The Company shall not be required to qualify to transact business or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign business. During the Prospectus Delivery Period, the Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Notes for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment.

g) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Notes sold by it in the manner described under the caption “Use of Proceeds” in the Preliminary Prospectus and the Prospectus.

h) Depositary. The Company will cooperate with the Underwriters and use its commercially reasonable efforts to permit the Notes to be eligible for clearance and settlement through the facilities of the Depositary.

i) Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company shall file, on a timely basis, with the Commission and, if required by the rules of the Nasdaq Global Select Market, the Nasdaq Global Select Market all reports and documents required to be filed under the Exchange Act.

j) Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the Closing Date, the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company similar to the Notes or securities exchangeable for or convertible into debt securities similar to the Notes (other than as contemplated by this Agreement with respect to the Notes); for the avoidance of doubt, the parties hereto agree that commercial paper is not a debt security similar to the Notes.

k) Final Term Sheet. The Company will prepare a final term sheet containing only a description of the Notes, the terms of the offering, the names of the Underwriters and similar matters in a form approved by the Underwriters, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final Term Sheet”). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement.

l) Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 3(k) hereto; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of any Issuer Free Writing Prospectuses included in Annex I to this Agreement and any electronic road show. Any such free writing prospectus consented to or deemed to be consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Company consents to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms of the Notes or their offering, (ii) information permitted by Rule 134 under the Securities Act or (iii) information that describes the final terms of the Notes or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 3(k).

m) Registration Statement Renewal Deadline. If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Notes remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Notes, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Notes, in a form satisfactory to the Representatives, and will use its reasonable best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired registration statement relating to the Notes. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

n) Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time during the Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf

registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Notes, in a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

o) Filing Fees. The Company agrees to pay the required Commission filing fees relating to the Notes within the time required by and in accordance with Rule 456(b)(1) and 457(r) of the Securities Act.

p) Compliance with Sarbanes-Oxley Act. Prior to the completion of the distribution of the Notes as contemplated by this Agreement and the Registration Statement, the Company will comply in all material respects with the Sarbanes-Oxley Act and the rules and regulations promulgated in connection therewith, and use its reasonable best efforts to cause the Company’s directors and officers, in their capacities as such, to comply in all material respects with the applicable provisions of the Sarbanes-Oxley Act and such rules and regulations.

q) No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Notes.

The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

SECTION 4. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance by the Company of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes by the Company to the Underwriters, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture, any officer’s certificate(s) defining the terms of the Notes, the DTC Agreement and the Notes, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state securities or blue sky laws, and, if requested by the

Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review, if any, by FINRA of the terms of the sale of the Notes, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (viii) any fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Notes by the Depositary for “book-entry” transfer, (x) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and (xi) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 4 and Sections 6, 8 and 9 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel.

SECTION 5. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

a) Effectiveness of Registration Statement. The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings for that purpose shall have been instituted or be pending or threatened by the Commission, any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form. The Preliminary Prospectus and the Prospectus shall have been filed with the Commission in accordance with Rule 424(b) (or any required post-effective amendment providing such information shall have been filed and declared effective).

b) Accountants’ Comfort Letter. On the date hereof, the Representatives shall have received from PricewaterhouseCoopers LLP, independent registered public accounting firm for the Company, a letter dated the date hereof addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus.

c) Bring-down Comfort Letter. On the Closing Date, the Representatives shall have received from PricewaterhouseCoopers LLP, independent registered public accounting firm for the Company, a letter dated such date, in form and substance reasonably satisfactory to the Representatives, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (b) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date.

d) No Objection. If the Registration Statement and/or the offering of the Notes has been filed with FINRA for review, FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.

e) No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date:

(i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change;

(ii) there shall not have been any change or decrease subsequent to June 30, 2014 specified in the letter referred to in paragraph (b) of this Section 5 which is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated by the Prospectus; and

(iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act.

f) Opinion of Counsel for the Company. On the Closing Date, the Representatives shall have received the opinion of Sidley Austin LLP, counsel for the Company, dated as of such Closing Date, the form of which is reasonably satisfactory to the Representatives and their counsel.

g) Opinion of General Counsel for the Company. On the Closing Date, the Representatives shall have received the opinion of the general counsel of the Company, dated as of such Closing Date, the form of which is reasonably satisfactory to the Representatives and their counsel.

h) Opinion of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received the opinion of Shearman & Sterling LLP, counsel for the Underwriters, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Underwriters.

i) Depositary. The Notes shall be eligible for clearance and settlement through the facilities of the Depositary.

j) Officers’ Certificate. On the Closing Date, the Representatives shall have received a written certificate executed by the Chairman of the Board, the Chief Executive Officer, any Senior Vice President, the Chief Financial Officer, the Chief Accounting Officer or the Treasurer of the Company, and by any other of the foregoing officers or the General Counsel, any Deputy General Counsel, any Assistant Treasurer or any Vice President, dated as of such Closing Date, to the effect that:

(i) the Company has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted or, to their knowledge, threatened by the Commission;

(ii) the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form;

(iii) the representations and warranties of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of such Closing Date; and

(iv) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date.

k) Additional Documents. On or before the Closing Date, the Representatives and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 4, 6, 8, 9 and 17 shall at all times be effective and shall survive such termination.

SECTION 6. Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 5 or pursuant to clause (i)(A) or (iv) of Section 11, or if the sale to the Underwriters of the Notes on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Notes, including but not limited to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

SECTION 7. Effectiveness of this Agreement. This Agreement shall not become effective until the execution of this Agreement by the parties hereto.

(a) Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its directors, officers, employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (including the Final Term Sheet required to be prepared and filed pursuant to Section 3(k) hereof), the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Underwriter and each such director, officer, employee, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel (in addition to a single firm of local counsel) jointly chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such director, officer, employee, agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

(b) Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Representatives), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii)

upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus (including the Final Term Sheet required to be prepared and filed pursuant to Section 3(k) hereof), the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company and each such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of one counsel (in addition to a single firm of local counsel) chosen by the Company) as such expenses are reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third paragraph, the third sentence of the fifth paragraph, the sixth paragraph, the first sentence of the seventh paragraph, the last two sentences of the eighth paragraph and the eleventh paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

(c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this Section 8 or to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, such indemnified party shall have the right to employ its own counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless: (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party; (ii) the indemnifying party has failed promptly to assume the defense and employ counsel reasonably satisfactory to the indemnified party; or (iii) the named parties to any such action (including any impleaded parties) include both such indemnified party and the indemnifying party or any affiliate of the indemnifying party, and such indemnified party shall have reasonably concluded that either (x) there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party or such affiliate of the

indemnifying party or (y) a conflict may exist between such indemnified party and the indemnifying party or such affiliate of the indemnifying party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to a single firm of local counsel) for all such indemnified parties, which firm shall be designated in writing by the Representatives (in the case of counsel for the indemnified parties referred to in Section 8(a)) or by the Company (in the case of counsel for the indemnified parties referred to in Section 8(b)) and that all such reasonable fees and expenses shall be reimbursed as they are incurred). Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 or Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence, in which case the reasonable fees and expenses of counsel shall, to the extent specified in such proviso, be at the expense of the indemnifying party.

(d) Settlements. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

SECTION 9. Contribution. If the indemnification provided for in Section 8 is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Notes pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative

benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Notes pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Notes pursuant to this Agreement (before deducting expenses) received by the Company, and the total underwriting discount received by the Underwriters, in each case as set forth on the front cover page of the Prospectus, bear to the aggregate initial public offering price of the Notes as set forth on such cover. The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8(c), any reasonable legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9.

Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the underwriting discount received by such Underwriter in connection with the Notes underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their names in Schedule A. For purposes of this Section 9, each director, officer, employee and agent of an Underwriter and each person, if any, who controls an Underwriter within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company.

SECTION 10. Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Notes to be purchased on

such date, the other Underwriters shall be obligated, severally, in the proportion to the aggregate principal amounts of such Notes set forth opposite their respective names on Schedule A bears to the aggregate principal amount of such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of such Notes with respect to which such default occurs exceeds 10% of the aggregate principal amount of Notes to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 4, 8, 9 and 17 shall at all times be effective and shall survive such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected.

As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

SECTION 11. Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time (i) (A) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or the Nasdaq Global Select Market, or (B) trading in securities generally on either the Nasdaq Global Select Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, or any change in the United States or international financial markets, or any material disruption in commercial banking or securities settlement or clearance services, or any substantial change or development involving a prospective substantial change in U.S. or international political, financial or economic conditions, in each case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market or settle the Notes in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 11 shall be without liability of any party to any other party except as provided in Sections 4 and 6 hereof, and provided further that Sections 4, 6, 8, 9 and 17 shall survive such termination and remain in full force and effect.

SECTION 12. No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length

commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof.

SECTION 13. Representations and Indemnities to Survive Delivery. Except as otherwise expressly provided herein, the respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement (i) will remain operative and in full force and effect, regardless of any (A) investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or employees of any Underwriter, or any person controlling any Underwriter, the Company, the officers or employees of the Company, or any person controlling the Company, as the case may be or (B) acceptance of the Notes and payment for them hereunder and (ii) will survive delivery of and payment for the Notes sold hereunder.

SECTION 14. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

with a copy (which shall not constitute notice for the purposes of this Agreement) to:

Any party hereto may change the address for receipt of communications by giving written notice to the others.

SECTION 15. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to Section 10 hereof, and to the benefit of the directors, officers, employees, agents and controlling persons referred to in Sections 8 and 9, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any purchaser of the Notes as such from any of the Underwriters merely by reason of such purchase.

SECTION 16. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

SECTION 17. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE.

SECTION 18. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

SECTION 19. General Provisions. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit; provided that the Representatives may effect any such amendment, modification or waiver on behalf of the Underwriters or any of the indemnified parties referred to in Section 8(a). The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Sections 8 and 9 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.


Very truly yours, EBAY INC.

By:		/s/ Anthony Glasby
		Name: Anthony Glasby
		Title: Vice President and Treasurer

The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives as of the date first above written.

This pricing term sheet supplements, and should be read in conjunction with, eBay Inc.’s preliminary prospectus supplement dated July 23, 2014 (the “Preliminary Prospectus Supplement”) and accompanying prospectus dated July 18, 2014 and the documents incorporated and deemed to be incorporated by reference therein.

The issuer has filed a registration statement (including a prospectus and prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling Citigroup Global Markets Inc. at 1-800-831-9146, J.P. Morgan Securities LLC at 1-212-834-4533, Morgan Stanley & Co. LLC at 1-866-718-1649 or Wells Fargo Securities, LLC at 1-800-326-5897.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

The undersigned, being duly authorized officers of eBay Inc., a Delaware corporation (the “Company”), do hereby determine and certify solely in such capacity on behalf of the Company as follows:

The undersigned, having read the appropriate provisions of the Indenture, dated as of October 28, 2010 (the “Base Indenture”), as amended and supplemented by the Supplemental Indenture, dated as of October 28, 2010 (the “Supplemental Indenture”; the Base Indenture, as amended and supplemented by the Supplemental Indenture, is hereinafter sometimes called the “Indenture”), each between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), including Sections 2.2, 2.3, 10.4 and 10.5 thereof and the definitions in such Indenture relating thereto, and certain other corporate documents and records, and having made such examination and investigation as, in the opinion of the undersigned, each considers necessary to enable the undersigned to express an informed opinion as to whether or not conditions set forth in the Indenture relating to the establishment of the title and terms of the Company’s Floating Rate Notes due 2017, Floating Rate Notes due 2019, 2.200% Notes due 2019, 2.875% Notes due 2021 and 3.450% Notes due 2024 (collectively, the “Notes”) and the forms of certificates evidencing the Notes of each series have been complied with, and whether the conditions in the Indenture relating to the execution, authentication and delivery by the Trustee of the Notes of each series have been complied with, each certify that:

1. the title and terms of the Notes of each series were established by the undersigned pursuant to authority delegated to them by resolutions duly adopted by the Board of Directors of the Company on June 22, 2011, July 27, 2011 and June 18, 2014, and by the duly authorized Audit Committee of the Board of Directors (the “Audit Committee”) on January 21, 2014 and by Unanimous Written Consent of the Audit Committee dated July 22, 2014, (collectively, the “Resolutions”) and such terms are set forth in Exhibit A hereto;

2. the respective forms of certificates evidencing the Notes of each series were established by the undersigned pursuant to authority delegated to them by the Resolutions and are in substantially the respective forms attached as Exhibits B, C, D, E and F hereto (it being understood that the Notes of each series may have such notations, legends or endorsements required by law, stock exchange rule or usage and, in the case of Global Securities of any series, as permitted pursuant to Section 2.15.3 of the Base Indenture and as specified in paragraph (9) of Exhibit A hereto and that, in the event that Notes of any series are ever issued in definitive certificated form, the legend appearing as the first paragraph on the first page of such form of Note of such series may be removed);

3. a true, complete and correct copy of the Resolutions, which were duly adopted by the Board of Directors of the Company and the Audit Committee, as the case may be, and are in full force and effect on the date hereof in the form adopted, are attached as Exhibits B-1, B-2, B-3, B-4 and B-5 to the Certificate of the Secretary of the Company of even date herewith, a copy of which has been delivered to the Trustee; and

4. in the opinion of the undersigned, the form, title and terms of the Notes of each series have been established pursuant to and in accordance with Section 2.2 of the Indenture and comply with the Indenture and, in the opinion of the undersigned, all conditions provided for in the Indenture (including, without limitation, those set forth in Sections 2.2 and 2.3 of the Indenture) relating to the establishment of the title and terms of the Notes of each series, the form of certificate evidencing the Notes of each series and the execution, authentication and delivery of the Notes of each series have been complied with.

This certificate may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same document.

Capitalized terms used herein without definition have the meanings assigned to them in the Indenture.

IN WITNESS WHEREOF, we have executed this Officers’ Certificate of the Company on the date first written above.


EBAY INC.

By:		/s/ Anthony Glasby
Name:		Anthony Glasby
Title:		Vice President and Treasurer

By:		/s/ Joseph B. Bounds
Name:		Brent Bounds
Title:		Assistant Treasurer

Terms (whether or not capitalized) used in this Exhibit A and not otherwise defined herein but that are defined in the Indenture referred to in the Officers’ Certificate of which this Exhibit A constitutes a part shall have the respective meanings ascribed thereto in such Indenture.

Pursuant to Section 2.2 of the Base Indenture, there are hereby created five new Series of Securities with the titles of “Floating Rate Notes due 2017” (the “2017 Floating Rate Notes”), “Floating Rate Notes due 2019” (the “2019 Floating Rate Notes”), “2.200% Notes due 2019” (the “2019 Fixed Rate Notes”), “2.875% Notes due 2021” (the “2021 Fixed Rate Notes”) and “3.450% Notes due 2024” (the “2024 Fixed Rate Notes;” and, together with the 2017 Floating Rate Notes, 2019 Floating Rate Notes, the 2019 Fixed Rate Notes and the 2021 Fixed Rate Notes, the “Notes”) and the terms of each such Series are as follows:

(1) The 2017 Floating Rate Notes shall be a separate Series of Securities under the Indenture initially limited to $450,000,000 aggregate principal amount, the 2019 Floating Rate Notes shall be a separate Series of Securities under the Indenture initially limited to $400,000,000 aggregate principal amount, the 2019 Fixed Rate Notes shall be a separate Series of Securities under the Indenture initially limited to $1,150,000,000 aggregate principal amount, the 2021 Fixed Rate Notes shall be a separate Series of Securities under the Indenture initially limited to $750,000,000 aggregate principal amount and the 2024 Fixed Rate Notes shall be a separate Series of Securities under the Indenture initially limited to $750,000,000 aggregate principal amount (in each case, except for Notes of any Series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of such Series pursuant to Section 2.7, 2.8, 2.11, 3.7 or 9.6 of the Base Indenture), but subject to the Company’s right to re-open any Series of Notes from time to time and issue additional Notes of such Series as provided in paragraph (11) of this Exhibit A.

(2) The Stated Maturity on which the principal of the 2017 Floating Rate Notes shall become due and payable shall be July 28, 2017, the Stated Maturity on which the principal of the 2019 Floating Rate Notes shall become due and payable shall be August 1, 2019, the Stated Maturity on which the principal of the 2019 Fixed Rate Notes shall become due and payable shall be August 1, 2019, the Stated Maturity on which the principal of the 2021 Fixed Rate Notes shall become due and payable shall be August 1, 2021 and the Stated Maturity on which the principal of the 2024 Fixed Rate Notes shall become due and payable shall be August 1, 2024.

(3) The interest rate on the 2017 Floating Rate Notes shall be equal to LIBOR (as defined in the form of Note for the 2017 Floating Rate Notes attached as Exhibit B to the Officers’ Certificate of which this Exhibit A constitutes a part), adjusted quarterly as provided in such form of Note, plus 0.20% per year, the interest rate on the 2019 Floating Rate Notes shall be equal to LIBOR (as defined in the form of Note for the 2019 Floating Rate Notes attached as Exhibit C to the Officers’ Certificate of which this Exhibit A constitutes a part), adjusted quarterly as provided in such form of Note, plus 0.48% per year, the interest rate on the 2019 Fixed Rate Notes shall be 2.200% per year, the interest rate on the 2021 Fixed Rate Notes shall be 2.875% per year and the interest rate on the 2024 Fixed Rate Notes shall be 3.450% per year.

The interest payment dates for the 2017 Floating Rate Notes shall be the January 28, April 28, July 28 and October 28 of each year, commencing October 28, 2014, and the regular record dates shall be January 13, April 13, July 13 and October 13, respectively, immediately preceding those interest payment dates; the interest payment dates for the 2019 Floating Rate Notes shall be the February 1, May 1, August 1 and November 1 of each year, commencing November 1, 2014, and the regular record dates shall be January 15, April 15, July 15 and October 15, respectively, immediately preceding those interest payment dates; the interest payment dates of the 2019 Fixed Rate Notes, the 2021 Fixed Rate Notes and the 2024 Fixed Rate Notes shall be February 1 and August 1 of each year, commencing February 1, 2015, and the regular record dates shall be the January 15 and July 15, respectively, immediately preceding those interest payment dates. Interest on each Series of Notes shall accrue from July 28, 2014. Interest on the Floating Rate Notes will be computed on the basis of an actual 360-day year. Interest on the 2019 Fixed Rate Notes, the 2021 Fixed Rate Notes and the 2024 Fixed Rate Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(4) Neither the 2017 Floating Rate Notes nor the 2019 Floating Rate Notes are redeemable at the option of the Company prior to their maturity. The 2019 Fixed Rate Notes, the 2021 Fixed Rate Notes and the 2024 Fixed Rate Notes shall be redeemable at the option of the Company as provided in the respective form of Note of such Series attached as Exhibit D, E or F, as the case may be, to the Officers’ Certificate of which this Exhibit A constitutes a part.

(5) Each Series of Notes will be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(6) The Notes will not be entitled to the benefit of any sinking fund and will not be subject to purchase or redemption at the option of the Holders.

(7) The provisions of Article 8 of the Base Indenture shall be applicable to the Notes of each Series and, without limiting the foregoing, the covenants set forth in Article 4 of the Supplemental Indenture, dated as of October 28, 2010, between the Company and the Trustee shall be subject to covenant defeasance pursuant to Section 8.4 of the Base Indenture.

(9) The Notes of each Series shall initially be issued in the form of one or more Global Securities of such Series and the Global Securities of such Series shall bear the respective legends set forth in Exhibits B, C, D, E or F, as the case may be, to the Officers’ Certificate of which this Exhibit A is a part, unless otherwise required by the Depositary. The Depository Trust Company (“DTC”) shall act as initial Depositary with respect to the Global Securities of each Series.

(10) A Global Security of any Series may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

(11) As provided in the last paragraph of Section 2.2 of the Base Indenture, the Company will be entitled to issue additional Notes of any Series having the same ranking and

terms (except for the issue date, offering and sale prices and, if applicable, the first interest payment date and the date from which interest shall begin to accrue) as the Notes of the same Series issued on the date of the Officers’ Certificate of which this Exhibit A constitutes a part. The Notes of any Series issued on the date of the Officers’ Certificate of which this Exhibit A constitutes a part and any additional Notes of such Series which may from time to time be issued thereafter shall constitute a single Series of Securities under the Indenture.

(12) The Corporate Trust Office shall be the initial office or agency where the Notes of each Series may be presented or surrendered for payment and surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Notes of each Series and the Indenture may be served. The Company hereby appoints the Trustee as initial Registrar and initial Paying Agent with respect to the Notes of each Series, subject to the right of the Company to replace any Paying Agent or Registrar and appoint and terminate the appointment of co-registrars and co-paying agents.

(13) The Notes of each Series shall have such additional terms and provisions as are contained in the respective form of Notes of such Series attached as Exhibit B, C, D, E or F, as the case may be, to the Officers’ Certificate of which this Exhibit A is a part, which terms and provisions are incorporated by reference in and shall form a part of this Exhibit A.

THIS IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR NOTES (AS DEFINED ON THE REVERSE HEREOF) REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY (AS DEFINED ON THE REVERSE HEREOF) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

eBay Inc., a Delaware corporation, for value received promises to pay to Cede & Co. or registered assigns, the principal sum of — Million Dollars on July 28, 2017.

Interest Payment Dates: January 28, April 28, July 28 and October 28, beginning October 28, 2014.

Reference is hereby made to the further provisions of this Note contained on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.


eBay Inc.

By:
	Name:	Anthony Glasby
	Title:	Vice President and Treasurer

Terms, whether or not capitalized, which are defined in the Indenture referred to below and used in this Note (as defined below) have the respective meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. eBay Inc., a Delaware corporation (the “Company,” which term includes its successors under the Indenture), promises to pay interest on the principal amount of this Note at a per annum rate equal to LIBOR (as defined below), adjusted quarterly as provided below, plus 0.20%. Interest on this Note will accrue from July 28, 2014 and will be payable quarterly in arrears on January 28, April 28, July 28 and October 28 of each year (each an “Interest Payment Date”), beginning October 28, 2014, and on the maturity date of this Note, provided that if any Interest Payment Date (other than the Interest Payment Date falling on the maturity date of this Note) is not a Floating Rate Business Day (as defined below), such Interest Payment Date will be moved to, and will be, the next succeeding Floating Rate Business Day, except that if such next succeeding Floating Rate Business Day falls in the next succeeding calendar month, such Interest Payment Date (other than the Interest Payment Date falling on the maturity date of this Note) will be moved to, and will be, the immediately preceding Floating Rate Business Day. If the maturity date of this Note falls on a day that is not a Floating Rate Business Day, then payments of principal of and interest on this Note need not be made on the maturity date, but may be made on the next succeeding Floating Rate Business Day with the same force and effect as if made on the maturity date, and no interest will accrue on the amounts so payable for the period from and after the maturity date to the next succeeding Floating Rate Business Day. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the per annum rate equal to the interest rate on this Note to the extent lawful; and it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest at the same per annum rate to the extent lawful.

“Floating Rate Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York; provided, that such day must also be a London Business Day. “London Business Day” means any day on which dealings in deposits in United States dollars are transacted in the London interbank market.

Interest payable on any Interest Payment Date or on the maturity date of this Note shall be the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for on this Note (or from and including July 28, 2014 if no interest has been paid or duly provided for on this Note) to, but excluding, such Interest Payment Date or maturity date, as the case may be.

The interest rate on this Note for the initial Interest Period (as defined below) commencing July 28, 2014 will be set, and for each subsequent Interest Period will be reset, as of the first day of such Interest Period (the date on which that interest rate is set for the initial Interest Period or reset for any subsequent Interest Period is referred to as an “Interest Reset Date”). The interest rate in effect on this Note on any day that is not an Interest Reset Date will be the interest rate determined as of the Interest Determination Date (as defined below) pertaining to the immediately preceding Interest Reset Date, and the interest rate in effect on this Note on any day that is an Interest Reset Date will be the interest rate determined as of the Interest Determination Date pertaining to that Interest Reset Date. The term “Interest Period” means the period beginning on, and including, an Interest Payment Date to, but excluding, the next succeeding Interest Payment Date or the maturity date of this Note; provided that the initial Interest Period for this Note will be the period beginning on, and including, July 28, 2014 to, but excluding, the Interest Payment Date on October 28, 2014; and the term “Interest Determination Date” means, with respect to any Interest Reset Date, the second London Business Day preceding that Interest Reset Date.

LIBOR shall be determined by the Calculation Agent (as defined below) as of the applicable Interest Determination Date in accordance with the following provisions:

(i) With respect to any Interest Determination Date, LIBOR will be the rate for deposits in U.S. dollars having a three-month maturity commencing on the second London Business Day immediately following such Interest Determination Date which appears on Reuters Screen LIBOR01 Page (as defined below) at approximately 11:00 a.m., London time, on such Interest Determination Date. “Reuters Screen LIBOR01 Page” means the display on Reuters (or any successor service) designated as “LIBOR01” (or such other page as may replace the LIBOR01 page on that service or any successor service, as the case may be, for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks). If no rate appears on Reuters Screen LIBOR01 Page as aforesaid, LIBOR for such Interest Determination Date will be determined in accordance with the provisions of paragraph (ii) below.

(ii) With respect to an Interest Determination Date on which no rate appears on Reuters Screen LIBOR01 Page as of approximately 11:00 a.m., London time, on such Interest Determination Date, the Calculation Agent shall request the principal London offices of each of four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company) to provide the Calculation Agent with its quotation of the rate at which deposits in U.S. dollars having a three-month maturity, commencing on the second London Business Day immediately following such Interest Determination Date, are offered by it to prime banks in the London interbank market as of approximately 11:00 a.m., London time, on such Interest Determination Date in a principal amount of not less than U.S. $1,000,000 that is representative for a single transaction in U.S. dollars in such market at such time. If at least two such quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of such quotations as calculated by the Calculation Agent. If fewer than two quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean, as calculated by the Calculation Agent, of the rates quoted as of approximately 11:00 a.m., New York City time, on such Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent (after consultation with the Company) for loans in U.S. dollars to leading European banks having a three-month maturity commencing on the second London Business Day immediately following such Interest Determination Date and in a principal amount of not less than U.S. $1,000,000 that is representative for a single transaction in U.S. dollars in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting such rates as provided in this sentence, LIBOR for such Interest Determination Date will be LIBOR determined as of the immediately preceding Interest Determination Date.

The interest rate on this Note shall in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

The amount of interest for each day this Note is outstanding (the “daily interest amount”) will be calculated by dividing the interest rate in effect on this Note on that day by 360 and multiplying the result by the principal amount of this Note. The amount of interest to be paid on this Note on any Interest Payment Date will be calculated by adding the daily interest amounts for this Note for each day in the applicable Interest Period.

All percentages resulting from any calculation of any interest rate on this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655), and all dollar amounts used in or resulting from any calculation on the Notes will be rounded to the nearest cent, with one-half cent being rounded upward.

In connection with the issuance of this Note, the Company entered into a calculation agent agreement (the “Calculation Agent Agreement”) with Wells Fargo Bank, National Association, as calculation agent (the “Calculation Agent”, which term includes any successor thereto under the Calculation Agent Agreement), pursuant to which the Calculation Agent shall calculate the interest rate on this Note as in effect from time to time. The Calculation Agent Agreement is governed by New York law. All calculations made by the Calculation Agent for the purposes of calculating the interest rate on this Note shall be conclusive and binding on the Holders of the Notes and the Company, absent manifest error. The Calculation Agent Agreement will provide that the Calculation Agent will notify the Company, DTC and the Trustee (if the Calculation Agent is not the Trustee) of the interest rate for the initial Interest Period and each subsequent Interest Period promptly after its determination of such interest rate and, that, upon request of a registered Holder of Notes, the Calculation Agent will provide to such Holder the interest rate on this Note then in effect on the date of such request and, if determined, the interest rate for the next Interest Period.

2. METHOD OF PAYMENT. The Company will pay interest on this Note due on any Interest Payment Date to the persons who are Holders of Notes at the close of business on January 13, April 13, July 13 or October 13 (each a “Record Date”), as the case may be, whether or not a Floating Rate Business Day, immediately preceding such Interest Payment Date, except as provided in Section 2.14 of the Base Indenture (as defined below) with respect to defaulted interest. Principal of and interest on this Note will be payable at the office or agency of any Paying Agent or, at the option of the Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that payments of principal and interest on Notes that are Global Securities registered in the name of a Depositary or its nominee will be made by wire transfer of immediately available funds. Such payments will be in Dollars.

3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar for the Notes. The Company may change any Paying Agent or Registrar, and may appoint additional Paying Agents, Service Agents and co-Registrars, without notice to any Holder. In addition, the Company or any of its Subsidiaries may act in any such capacity.

4. INDENTURE. This Note is one of a duly authorized Series of Securities (herein called the “Notes”) of the Company issued under an indenture (the “Base Indenture”) dated as of October 28, 2010 between the Company and the Trustee, as amended and supplemented by the Supplemental Indenture dated as of October 28, 2010 between the Company and the Trustee (the “Supplemental Indenture;” the Base Indenture, as amended and supplemented by the Supplemental Indenture and any other supplemental indentures thereto, is hereinafter called the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note or the Supplemental Indenture conflicts with any provision of the Base Indenture, the provisions of this Note or the Supplemental Indenture, as the case may be, will govern and be controlling. As provided in the Indenture, the Company may, at its option and without the consent of or notice to Holders of the Notes, reopen this Series of Securities and issue additional Notes of this Series as provided in the Indenture.

5. OPTIONAL REDEMPTION. The Notes are not redeemable at the option of the Company prior to their maturity.

6. NO MANDATORY REDEMPTION. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes and the Notes shall not be subject to repurchase by the Company at the option of Holders.

7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes may be transferred or exchanged only by surrender thereof to the Registrar or a co-Registrar in compliance with the Indenture and either the reissuance by the Company of the surrendered Note to the new Holder or the issuance by the Company of a new Note to the new Holder or the exchanging Holder, as the case may be. The Registrar, any co-Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and governmental charges permitted by the Indenture. Neither the Company, the Registrar nor any co-Registrar shall be required to (a) issue, register the transfer of, or exchange Notes during the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of the Notes and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange Notes selected, called or being called for redemption, except any portion thereof not so selected, called or being called.

8. PERSONS DEEMED OWNERS. The Company, the Trustee and each Agent may treat the Holder in whose name a Note is registered as the owner thereof for the purpose of receiving payment and for all other purposes, and neither the Company, the Trustee nor any Agent shall be affected by any notice to the contrary.

9. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture and the Notes may be amended and supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including, without limitation, waivers obtained in connection with a tender offer or exchange offer for the Notes). Without notice to or the consent of any Holder of a Note, the Indenture and the Notes may be amended and supplemented as provided in the Indenture, including, without limitation, to cure any ambiguity, defect or inconsistency or make any change that does not adversely affect the rights of any Holder of Notes in any material respect.

10. DEFAULTS AND REMEDIES. If an Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest on the outstanding Notes to be due and payable immediately or, solely in the case of an Event of Default relating to specified events of bankruptcy or insolvency with respect to the Company, such principal and accrued and unpaid interest shall ipso facto become due and payable. As provided in the Indenture, the Holders of not less than a majority in principal amount of the outstanding Notes may waive (including waivers obtained in connection with a tender offer or exchange offer for the Notes) any past Default with respect to the Notes and its consequences, subject to exceptions specified in the Indenture, and may rescind and annul any acceleration of the Notes and its consequences. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture.

11. TRUSTEE DEALINGS WITH COMPANY. The Trustee in its individual or any other capacity may become the owner or pledgee of the Notes and may otherwise deal with the Company or an Affiliate of the Company with the same rights it would have if it were not the Trustee.

12. NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as such, of the Company will not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

13. AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

14. GOVERNING LAW. This Note shall be governed by, and construed in accordance with, the internal laws of the State of New York applicable to agreements made and to be performed in such State, without regard to the conflict of laws provisions thereof.

15. LEGAL DEFEASANCE, COVENANT DEFEASANCE AND DISCHARGE. As provided in the Indenture, the Company may, at its option, effect legal defeasance and covenant defeasance with respect to the Notes and, insofar as concerns the Notes, satisfaction and discharge of the Indenture, all on the terms and subject to the conditions set forth in the Indenture.

16. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

eBay Inc., a Delaware corporation, for value received promises to pay to Cede & Co. or registered assigns, the principal sum of — Million Dollars on August 1, 2019.

Interest Payment Dates: February 1, May 1, August 1 and November 1, beginning November 1, 2014.

Reference is hereby made to the further provisions of this Note contained on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.


eBay Inc.

By:
	Name:	Anthony Glasby
	Title:	Vice President and Treasurer

1. INTEREST. eBay Inc., a Delaware corporation (the “Company,” which term includes its successors under the Indenture), promises to pay interest on the principal amount of this Note at a per annum rate equal to LIBOR (as defined below), adjusted quarterly as provided below, plus 0.48%. Interest on this Note will accrue from July 28, 2014 and will be payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year (each an “Interest Payment Date”), beginning November 1, 2014, and on the maturity date of this Note, provided that if any Interest Payment Date (other than the Interest Payment Date falling on the maturity date of this Note) is not a Floating Rate Business Day (as defined below), such Interest Payment Date will be moved to, and will be, the next succeeding Floating Rate Business Day, except that if such next succeeding Floating Rate Business Day falls in the next succeeding calendar month, such Interest Payment Date (other than the Interest Payment Date falling on the maturity date of this Note) will be moved to, and will be, the immediately preceding Floating Rate Business Day. If the maturity date of this Note falls on a day that is not a Floating Rate Business Day, then payments of principal of and interest on this Note need not be made on the maturity date, but may be made on the next succeeding Floating Rate Business Day with the same force and effect as if made on the maturity date, and no interest will accrue on the amounts so payable for the period from and after the maturity date to the next succeeding Floating Rate Business Day. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the per annum rate equal to the interest rate on this Note to the extent lawful; and it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest at the same per annum rate to the extent lawful.

The interest rate on this Note for the initial Interest Period (as defined below) commencing July 28, 2014 will be set, and for each subsequent Interest Period will be reset, as of the first day of such Interest Period (the date on which that interest rate is set for the initial Interest Period or reset for any subsequent Interest Period is referred to as an “Interest Reset Date”). The interest rate in effect on this Note on any day that is not an Interest Reset Date will be the interest rate determined as of the Interest Determination Date (as defined below) pertaining to the immediately preceding Interest Reset Date, and the interest rate in effect on this Note on any day that is an Interest Reset Date will be the interest rate determined as of the Interest Determination Date pertaining to that Interest Reset Date. The term “Interest Period” means the period beginning on, and including, an Interest Payment Date to, but excluding, the next succeeding Interest Payment Date or the maturity date of this Note; provided that the initial Interest Period for this Note will be the period beginning on, and including, July 28, 2014 to, but excluding, the Interest Payment Date on November 1, 2014; and the term “Interest Determination Date” means, with respect to any Interest Reset Date, the second London Business Day preceding that Interest Reset Date.

LIBOR shall be determined by the Calculation Agent (as defined below) as of the applicable Interest Determination Date in accordance with the following provisions:

The interest rate on this Note shall in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

and, that, upon request of a registered Holder of Notes, the Calculation Agent will provide to such Holder the interest rate on this Note then in effect on the date of such request and, if determined, the interest rate for the next Interest Period.

2. METHOD OF PAYMENT. The Company will pay interest on this Note due on any Interest Payment Date to the persons who are Holders of Notes at the close of business on January 15, April 15, July 15 or October 15 (each a “Record Date”), as the case may be, whether or not a Floating Rate Business Day, immediately preceding such Interest Payment Date, except as provided in Section 2.14 of the Base Indenture (as defined below) with respect to defaulted interest. Principal of and interest on this Note will be payable at the office or agency of any Paying Agent or, at the option of the Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes; provided that payments of principal and interest on Notes that are Global Securities registered in the name of a Depositary or its nominee will be made by wire transfer of immediately available funds. Such payments will be in Dollars.

5. OPTIONAL REDEMPTION. The Notes are not redeemable at the option of the Company prior to their maturity.

13. AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

eBay Inc., a Delaware corporation, for value received promises to pay to Cede & Co. or registered assigns, the principal sum of — Million Dollars on August 1, 2019.

Reference is hereby made to the further provisions of this Note contained on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.


eBay Inc.

By:
	Name:	Anthony Glasby
	Title:	Vice President and Treasurer

1. INTEREST. eBay Inc., a Delaware corporation (the “Company,” which term includes its successors under the Indenture), promises to pay interest on the principal amount of this Note at the rate of 2.200% per annum from July 28, 2014 until maturity. The Company will pay interest semi-annually in arrears on February 1 and August 1 of each year (each an “Interest Payment Date”), commencing February 1, 2015. Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from July 28, 2014; provided that if there is no existing default in the payment of interest, and if this Note is authenticated between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest will accrue from such next succeeding Interest Payment Date. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the per annum rate equal to the interest rate on this Note to the extent lawful; and it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest at the same per annum rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2. METHOD OF PAYMENT. The Company will pay interest on this Note due on any Interest Payment Date to the persons who are Holders of Notes at the close of business on the January 15 or July 15 (each a “Record Date”), as the case may be, immediately preceding such Interest Payment Date, except as provided in Section 2.14 of the Base Indenture (as defined below) with respect to defaulted interest. Principal of and interest on this Note will be payable at the office or agency of any Paying Agent or, at the option of the Company, payment of interest may be made by check mailed to the Holders of this Note at their respective addresses set forth in the register of Holders of Notes; provided that payments of principal and interest on Notes that are Global Securities registered in the name of a Depositary or its nominee will be made by wire transfer of immediately available funds. Such payments will be in Dollars.

5. OPTIONAL REDEMPTION. The Notes are redeemable at the option of the Company, at any time or from time to time prior to July 1, 2019, either in whole or in part, at a redemption price equal to the greater of:

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (exclusive of accrued and unpaid interest 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 10 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the Notes being redeemed to such redemption date.

On and after July 1, 2019, the Notes are redeemable at the option of the Company, 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 to be redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to such redemption date.

Notwithstanding the foregoing, payments of interest on the Notes that are due and payable on any Interest Payment Dates falling on or prior to a date fixed for redemption of the Notes will be payable to the Holders of such Notes registered as such at the close of business on the relevant Record Dates according to their terms and the terms and provisions of the Indenture.

As used in this Section 5, the following terms have the meanings set forth below:

“Comparable Treasury Issue” means, with respect to any redemption date for the Notes, the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date for the Notes, (1) if the Quotation Agent obtains four or more Reference Treasury Dealer Quotations, the arithmetic average of the Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations; (2) if the Quotation Agent obtains fewer than four but more than one such Reference Treasury Dealer Quotations, the arithmetic average of all such Reference Treasury Dealer Quotations for such redemption date; or (3) if the Quotation Agent obtains only one such Reference Treasury Dealer Quotation, such Reference Treasury Dealer Quotation for such redemption date.

“Quotation Agent” means, for purposes of determining the redemption price of the Notes to be redeemed on any redemption date, any primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”) selected by the Company.

“Reference Treasury Dealers” means, with respect to any redemption date for the Notes, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC or their respective successors, as the case may be (provided, however, that if any such firm or any such successor, as the case may be, shall cease to be a Primary Treasury Dealer, another Primary Treasury Dealer shall be substituted therefor by the Company) and any other Primary Treasury Dealer or Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotation” means, with respect to any Reference Treasury Dealer and any redemption date for the Notes, the arithmetic average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. As used in the preceding sentence, the term “Business Day” means any day except a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close.

“Treasury Rate” means, with respect to any redemption date for the Notes, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

If less than all of the Notes are to be redeemed, then, if the Notes are evidenced by one or more Global Securities, the Notes to be redeemed will be selected in accordance with the procedures of the Depositary or, if the Notes are evidenced by Physical Securities issued under the circumstances set forth in Section 2.15.2 of the Base Indenture, the Trustee shall select the Notes (or portions thereof) to be redeemed in any manner that the Trustee deems fair and appropriate. Notes may be selected for redemption in part so long as the remaining principal amount of each such Note is an authorized denomination as provided in the next sentence. The Notes or portions thereof shall be redeemable in a minimum of $2,000 in principal amount and integral multiples of $1,000 in principal amount in excess thereof, provided that the remaining principal amount of any Note redeemed in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.

Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed at its registered address and as otherwise provided in the Indenture.

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest shall cease to accrue on the Notes or portions thereof called for redemption.

Any redemption of the Notes shall be made in accordance with the other provisions of the Indenture.

Calculation of the redemption price shall not be a duty or obligation of the Trustee.

or, solely in the case of an Event of Default relating to specified events of bankruptcy or insolvency with respect to the Company, such principal and accrued and unpaid interest shall ipso facto become due and payable. As provided in the Indenture, the Holders of not less than a majority in principal amount of the outstanding Notes may waive (including waivers obtained in connection with a tender offer or exchange offer for the Notes) any past Default with respect to the Notes and its consequences, subject to exceptions specified in the Indenture, and may rescind and annul any acceleration of the Notes and its consequences. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture.

13. AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

eBay Inc., a Delaware corporation, for value received promises to pay to Cede & Co. or registered assigns, the principal sum of — Million Dollars on August 1, 2021.

Reference is hereby made to the further provisions of this Note contained on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.


eBay Inc.

By:
	Name:	Anthony Glasby
	Title:	Vice President and Treasurer

1. INTEREST. eBay Inc., a Delaware corporation (the “Company,” which term includes its successors under the Indenture), promises to pay interest on the principal amount of this Note at the rate of 2.875% per annum from July 28, 2014 until maturity. The Company will pay interest semi-annually in arrears on February 1 and August 1 of each year (each an “Interest Payment Date”), commencing February 1, 2015. Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from July 28, 2014; provided that if there is no existing default in the payment of interest, and if this Note is authenticated between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest will accrue from such next succeeding Interest Payment Date. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the per annum rate equal to the interest rate on this Note to the extent lawful; and it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest at the same per annum rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

5. OPTIONAL REDEMPTION. The Notes are redeemable at the option of the Company, at any time or from time to time prior to June 1, 2021, either in whole or in part, at a redemption price equal to the greater of:

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the Notes being redeemed to such redemption date.

On and after June 1, 2021, the Notes are redeemable at the option of the Company, 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 to be redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to such redemption date.

As used in this Section 5, the following terms have the meanings set forth below:

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest shall cease to accrue on the Notes or portions thereof called for redemption.

Any redemption of the Notes shall be made in accordance with the other provisions of the Indenture.

Calculation of the redemption price shall not be a duty or obligation of the Trustee.

13. AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

eBay Inc., a Delaware corporation, for value received promises to pay to Cede & Co. or registered assigns, the principal sum of — Million Dollars on August 1, 2024.

Reference is hereby made to the further provisions of this Note contained on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.


eBay Inc.

By:
	Name:	Anthony Glasby
	Title:	Vice President and Treasurer

1. INTEREST. eBay Inc., a Delaware corporation (the “Company,” which term includes its successors under the Indenture), promises to pay interest on the principal amount of this Note at the rate of 3.450% per annum from July 28, 2014 until maturity. The Company will pay interest semi-annually in arrears on February 1 and August 1 of each year (each an “Interest Payment Date”), commencing February 1, 2015. Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from July 28, 2014; provided that if there is no existing default in the payment of interest, and if this Note is authenticated between a Record Date (as defined below) and the next succeeding Interest Payment Date, interest will accrue from such next succeeding Interest Payment Date. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the per annum rate equal to the interest rate on this Note to the extent lawful; and it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest at the same per annum rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

5. OPTIONAL REDEMPTION. The Notes are redeemable at the option of the Company, at any time or from time to time prior to May 1, 2024, either in whole or in part, at a redemption price equal to the greater of:

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the Notes being redeemed to such redemption date.

On and after May 1, 2024, the Notes are redeemable at the option of the Company, 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 to be redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to such redemption date.

As used in this Section 5, the following terms have the meanings set forth below:

Unless the Company defaults in payment of the redemption price, on and after the redemption date interest shall cease to accrue on the Notes or portions thereof called for redemption.

Any redemption of the Notes shall be made in accordance with the other provisions of the Indenture.

Calculation of the redemption price shall not be a duty or obligation of the Trustee.

13. AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

We refer to the Registration Statement on Form S-3 (Registration No. 333-175733) (the “Registration Statement”) filed by eBay Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement became effective upon filing pursuant to Rule 462(e) under the Securities Act. Pursuant to the Registration Statement, the Company is issuing $450,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2017 (the “2017 Floating Rate Notes”), $400,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2019 (the “2019 Floating Rate Notes”), $1,150,000,000 aggregate principal amount of the Company’s 2.200% Notes due 2019 (the “2019 Fixed Rate Notes”), $750,000,000 aggregate principal amount of the Company’s 2.875% Notes due 2021 (the “2021 Fixed Rate Notes”) and $750,000,000 aggregate principal amount of the Company’s 3.450% Notes due 2024 (the “2024 Fixed Rate Notes;” and together with the 2017 Floating Rate Notes, the 2019 Floating Rate Notes, the 2021 Fixed Rate Notes and the 2024 Fixed Rate Notes, are hereinafter called the “Notes”). The Notes are being issued under an Indenture, dated as of October 28, 2010 (the “Base Indenture”), as amended and supplemented by a Supplemental Indenture, dated as of October 28, 2010 (the “Supplemental Indenture;” the Base Indenture, as amended and supplemented by the Supplemental Indenture, is hereinafter called the “Indenture”), each between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

Sidley Austin (CA) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP

In rendering the opinion set forth in this letter, we have examined and relied upon copies of (i) the Registration Statement, (ii) the Company’s prospectus dated July 18, 2014 (the “Base Prospectus”), (iii) the Company’s prospectus supplement dated July 23, 2014 supplementing the Base Prospectus and relating to the Notes, (iv) the Indenture, (v) the certificates in global form evidencing the Notes, (vi) the Underwriting Agreement dated July 23, 2014 (the “Underwriting Agreement”) between the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLP, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, (vii) the Company’s amended and restated certificate of incorporation and amended and restated by-laws and (viii) certain resolutions adopted by the Company’s Board of Directors on June 22, 2011, July 27, 2011 and June 18, 2014 and by the Audit Committee of the Board of Directors (the “Audit Committee”) on January 21, 2014 and by the Unanimous Written Consent of the Audit Committee dated July 22, 2014, in each case as certified by the Secretary of the Company on the date hereof as being true, correct and complete and in full force and effect. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and other documents as we have deemed necessary or appropriate for the purpose of rendering the opinion set forth in this letter. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as certified or photostatic copies or by facsimile or other means of electronic transmission. As to facts relevant to the opinion expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.

Based on and subject to the foregoing and the other limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that, when the Notes are duly executed by a duly authorized officer of the Company and duly authenticated by the Trustee, all in accordance with the provisions of the Indenture, and delivered to the purchasers thereof against payment of the agreed consideration therefor in accordance with the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Company (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law).

This opinion letter is limited to the laws of the State of New York (excluding the securities laws of the State of New York) and the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America, or as to the municipal laws or the laws, rules or regulations of any local agencies or governmental authorities of or within the State of New York, or in each case as to any matters arising thereunder or relating thereto.

We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K to be filed with the SEC on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement, and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

SAN JOSE, Calif., July 23, 2014 – eBay Inc. (NASDAQ:EBAY) today announced the pricing of a $3.5 billion underwritten public offering of its senior unsecured notes, consisting of $450 million of Floating Rate Notes due 2017 (the “2017 Floating Rate Notes”), $400 million of Floating Rate Notes due 2019 (the “2019 Floating Rate Notes”), $1.15 billion of 2.200% Notes due 2019 (the “2019 Fixed Rate Notes”), $750 million of 2.875% Notes due 2021 (the “2021 Fixed Rate Notes”) and $750 million of 3.450% Notes due 2024 (the “2024 Fixed Rate Notes”). The public offering price of the 2017 Floating Rate Notes was 100.000% of the principal amount, the public offering price of the 2019 Floating Rate Notes was 100.000% of the principal amount, the public offering price of the 2019 Fixed Rate Notes was 99.788% of the principal amount, the public offering price of the 2021 Fixed Rate Notes was 99.779% of the principal amount, and the public offering price of the 2024 Fixed Rate Notes was 99.899% of the principal amount. The offering is expected to close on July 28, 2014, subject to customary closing conditions.

eBay intends to use the net proceeds from the offering, which are estimated to be approximately $3.48 billion, after deducting underwriting discounts and estimated offering expenses, for general corporate purposes, including, among other things, the repayment of outstanding commercial paper borrowings.

The offering is being made through an underwriting syndicate led by Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as joint book-running managers, and Barclays Capital Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC, RBS Securities Inc., Standard Chartered Bank and The Williams Capital Group, L.P., as co-managers. Copies of the prospectus supplement and prospectus related to the offering may be obtained by contacting Citigroup Global Markets Inc. at 1-800-831-9146, J.P. Morgan Securities LLC at 1-212-834-4533, Morgan Stanley & Co. LLC at 1-866-718-1649 or Wells Fargo Securities, LLC at 1-800-326-5897.

The offering is being made pursuant to an effective shelf registration statement under the Securities Act of 1933, as amended, and these securities are only being offered by means of the prospectus supplement and prospectus related to the offering, which have been filed with the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of these securities in any state or other jurisdiction, where the offer, solicitation or sale of these securities would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

This press release contains forward-looking statements relating to, among other things, 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. eBay’s actual results may differ materially from those predicted or implied, and reported results should not be considered as an indication of future performance for a variety of reasons, including, but not limited to: changes in political, business, and economic conditions, including any European, Asian or general economic downturn or crisis (including sanctions related to Ukraine or Russia); foreign exchange rate fluctuations; our need to successfully react to the increasing importance of mobile payments and mobile commerce and the social aspect of commerce; an increasingly competitive environment for our businesses; changes to our capital allocation or management of operating cash; the complexity of managing an increasingly large enterprise with a broad range of businesses; our need to manage regulatory, tax and litigation risks (including risks specific to PayPal and Bill Me Later); our need to timely upgrade and develop our technology systems, infrastructure, and customer service capabilities at reasonable cost while maintaining site stability and performance and adding new products and features; and our ability to integrate, manage and grow businesses recently acquired or that may be acquired in the future. The forward-looking statements in this release do not include the potential impact of any acquisitions or divestitures that may be announced and/or completed after the date hereof.

Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to eBay on the date hereof. eBay assumes no obligation to update such statements. ###


Exhibit No.		Description

1.1		Underwriting Agreement, dated as of July 23, 2014, among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

4.1		Indenture, dated as of October 28, 2010, between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 28, 2010).

4.2		Supplemental Indenture, dated as of October 28, 2010, between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 28, 2010).

4.3		Officers’ Certificate, dated as of July 28, 2014, establishing the terms and forms of the Notes.

4.4		Form of Floating Rate Note due 2017 (included in Exhibit 4.3).

4.5		Form of Floating Rate Note due 2019 (included in Exhibit 4.3).

4.6		Form of 2.200% Note due 2019 (included in Exhibit 4.3).

4.7		Form of 2.875% Note due 2021 (included in Exhibit 4.3).

4.8		Form of 3.450% Note due 2024 (included in Exhibit 4.3).

5.1		Opinion of Sidley Austin LLP relating to the Notes.

23.1		Consent of Sidley Austin LLP (included in Exhibit 5.1).

99.1		Press release dated July 23, 2014 relating to the offering of the Notes.


Exhibit No.		Description

1.1		Underwriting Agreement, dated as of July 23, 2014, among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

4.1		Indenture, dated as of October 28, 2010, between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 28, 2010).

4.2		Supplemental Indenture, dated as of October 28, 2010, between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 28, 2010).

4.3		Officers’ Certificate, dated as of July 28, 2014, establishing the terms and forms of the Notes.

4.4		Form of Floating Rate Note due 2017 (included in Exhibit 4.3).

4.5		Form of Floating Rate Note due 2019 (included in Exhibit 4.3).

4.6		Form of 2.200% Note due 2019 (included in Exhibit 4.3).

4.8		Form of 2.875% Note due 2021 (included in Exhibit 4.3).

4.9		Form of 3.450% Note due 2024 (included in Exhibit 4.3).

5.1		Opinion of Sidley Austin LLP relating to the Notes.

23.1		Consent of Sidley Austin LLP (included in Exhibit 5.1).

99.1		Press release dated July 23, 2014 relating to the offering of the Notes.


eBay Inc.

$450,000,000		Floating Rate Notes due 2017

$400,000,000		Floating Rate Notes due 2019

$1,150,000,000		2.200% Notes due 2019

$750,000,000		2.875% Notes due 2021

$750,000,000		3.450% Notes due 2024


	Aggregate Principal Amount to be Purchased
Underwriters	2017 Floating Rate Notes		2019 Floating Rate Notes		2019 Notes		2021 Notes		2024 Notes
Citigroup Global Markets Inc.	$	78,750,000	$	70,000,000	$	201,250,000	$	131,250,000	$	131,250,000
J.P. Morgan Securities LLC		78,750,000		70,000,000		201,250,000		131,250,000		131,250,000
Morgan Stanley & Co. LLC		78,750,000		70,000,000		201,250,000		131,250,000		131,250,000
Wells Fargo Securities, LLC		78,750,000		70,000,000		201,250,000		131,250,000		131,250,000
Barclays Capital Inc.		13,500,000		12,000,000		34,500,000		22,500,000		22,500,000
BNP Paribas Securities Corp.		13,500,000		12,000,000		34,500,000		22,500,000		22,500,000
BNY Mellon Capital Markets, LLC		13,500,000		12,000,000		34,500,000		22,500,000		22,500,000
Credit Suisse Securities (USA) LLC		13,500,000		12,000,000		34,500,000		22,500,000		22,500,000
HSBC Securities (USA) Inc.		13,500,000		12,000,000		34,500,000		22,500,000		22,500,000
Mitsubishi UFJ Securities (USA), Inc.		13,500,000		12,000,000		34,500,000		22,500,000		22,500,000
RBC Capital Markets, LLC		13,500,000		12,000,000		34,500,000		22,500,000		22,500,000
RBS Securities Inc.		13,500,000		12,000,000		34,500,000		22,500,000		22,500,000
Standard Chartered Bank		13,500,000		12,000,000		34,500,000		22,500,000		22,500,000
The Williams Capital Group, L.P.		13,500,000		12,000,000		34,500,000		22,500,000		22,500,000

Total	$	450,000,000	$	400,000,000	$	1,150,000,000	$	750,000,000	$	750,000,000


CITIGROUP GLOBAL MARKETS INC. J.P. MORGAN SECURITIES LLC MORGAN STANLEY & CO. LLC WELLS FARGO SECURITIES, LLC Acting as Representatives of the several Underwriters named in the attached Schedule A.

By:		Citigroup Global Markets Inc.

By:		/s/ Adam D. Bordner
		Name: Adam D. Bordner
		Title: Vice President

By:		J.P. Morgan Securities LLC

By:		/s/ Stephen L. Sheiner
		Name: Stephen L. Sheiner
		Title: Executive Director

By:		Morgan Stanley & Co. LLC

By:		/s/ Yurij Slyz
		Name: Yurij Slyz
		Title: Executive Director

By:		Wells Fargo Securities, LLC

By:		/s/ Carolyn Hurley
		Name: Carolyn Hurley
		Title: Director


Issuer:		eBay Inc. (the “Company”)

Securities:		Floating Rate Notes due 2017 (the “2017 Floating Rate Notes”) Floating Rate Notes due 2019 (the “2019 Floating Rate Notes” and, together with the 2017 Floating Rate Notes, the “Floating Rate Notes”) 2.200% Notes due 2019 (the “2019 Fixed Rate Notes”) 2.875% Notes due 2021 (the “2021 Fixed Rate Notes”) 3.450% Notes due 2024 (the “2024 Fixed Rate Notes” and, together with the 2019 Fixed Rate Notes and the 2021 Fixed Rate Notes, the “Fixed Rate Notes”)

Securities Type:		Senior Unsecured Notes

Size:		2017 Floating Rate Notes: $450,000,000 2019 Floating Rate Notes: $400,000,000 2019 Fixed Rate Notes: $1,150,000,000 2021 Fixed Rate Notes: $750,000,000 2024 Fixed Rate Notes: $750,000,000

Trade Date:		July 23, 2014

Settlement Date:		July 28, 2014 (T+3)

Maturity:		2017 Floating Rate Notes: July 28, 2017 2019 Floating Rate Notes: August 1, 2019 2019 Fixed Rate Notes: August 1, 2019 2021 Fixed Rate Notes: August 1, 2021
		2024 Fixed Rate Notes: August 1, 2024


Interest Payment Dates:		2017 Floating Rate Notes: Quarterly in arrears on January 28, April 28, July 28 and October 28 of each year, beginning October 28, 2014, and at maturity
		2019 Floating Rate Notes: Quarterly in arrears on February 1, May 1, August 1 and November 1 of each year, beginning November 1, 2014, and at maturity
		2019 Fixed Rate Notes: February 1 and August 1 of each year, beginning February 1, 2015
		2021 Fixed Rate Notes: February 1 and August 1 of each year, beginning February 1, 2015
		2024 Fixed Rate Notes: February 1 and August 1 of each year, beginning February 1, 2015

Coupon (Interest Rate):		2017 Floating Rate Notes: Three-month LIBOR + 20 bps, determined as of the second London business day prior to the original issue date, for the period beginning on, and including, the original issue date to, but excluding, the interest payment date on October 28, 2014. Interest on the 2017 Floating Rate Notes will be reset on each interest payment date, beginning October 28, 2014, and will be equal to the three-month LIBOR rate + 20 bps, determined as of the second London business day immediately preceding the interest payment date.

		2019 Floating Rate Notes: Three-month LIBOR + 48 bps, determined as of the second London business day prior to the original issue date, for the period beginning on, and including, the original issue date to, but excluding, the interest payment date on November 1, 2014. Interest on the 2019 Floating Rate Notes will be reset on each interest payment date, beginning November 1, 2014, and will be equal to the three- month LIBOR rate + 48 bps, determined as of the second London business day immediately preceding the interest payment date.

		2019 Fixed Rate Notes: 2.200% per year, accruing from July 28, 2014
		2021 Fixed Rate Notes: 2.875% per year, accruing from July 28, 2014
		2024 Fixed Rate Notes: 3.450% per year, accruing from July 28, 2014

Yield to Maturity:		Floating Rate Notes: N/A
		2019 Fixed Rate Notes: 2.245%
		2021 Fixed Rate Notes: 2.910%
		2024 Fixed Rate Notes: 3.462%


Spread to Benchmark
Treasury:		Floating Rate Notes: N/A
		2019 Fixed Rate Notes: 60 bps
		2021 Fixed Rate Notes: 80 bps
		2024 Fixed Rate Notes: 100 bps

Benchmark Treasury:		Floating Rate Notes: N/A
		2019 Fixed Rate Notes: 1.625% due June 30, 2019
		2021 Fixed Rate Notes: 2.125% due June 30, 2021
		2024 Fixed Rate Notes: 2.500% due May 15, 2024

Benchmark Treasury Price and Yield:		Floating Rate Notes: N/A
		2019 Fixed Rate Notes: 99-29; 1.645%
		2021 Fixed Rate Notes: 100-03; 2.110%
		2024 Fixed Rate Notes: 100-10+; 2.462%

Redemption Provisions:		The Floating Rate Notes may not be redeemed by the Company at its option prior to their maturity.

		The 2019 Fixed Rate Notes may be redeemed by the Company at its option at any time or from time to time prior to July 1, 2019, the 2021 Fixed Rate Notes may be redeemed by the Company at its option at any time or from time to time prior to June 1, 2021, and the 2024 Fixed Rate Notes may be redeemed by the Company at its option at any time or from time to time prior to May 1, 2024, 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 Fixed Rate Notes of the applicable series to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Fixed Rate Notes of the applicable series to be redeemed (exclusive of accrued and unpaid interest 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 (as defined in the Preliminary Prospectus Supplement) plus 10 bps in the case of the 2019 Fixed Rate Notes, 12.5 bps in the case of the 2021 Fixed Rate Notes and 15 bps in the case of the 2024 Fixed Rate Notes, in each case plus accrued and unpaid interest to such redemption date.

		On and after July 1, 2019, the Company at its option may redeem the 2019 Fixed Rate Notes, on and after June 1, 2021, the Company at its option may redeem the 2021 Fixed Rate Notes and on and after May 1, 2024, the Company at its option may redeem the 2024 Fixed Rate 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 Fixed Rate Notes of the applicable series to be redeemed, plus accrued and unpaid interest to the applicable redemption date.



Price to Public:		2017 Floating Rate Notes: 100.000%, plus accrued interest, if any
		2019 Floating Rate Notes: 100.000%, plus accrued interest, if any
		2019 Fixed Rate Notes: 99.788%, plus accrued interest, if any
		2021 Fixed Rate Notes: 99.779%, plus accrued interest, if any
		2024 Fixed Rate Notes: 99.899%, plus accrued interest, if any

CUSIP / ISIN:		2017 Floating Rate Notes: 278642AM5 / US278642AM59
		2019 Floating Rate Notes: 278642AJ2 / US278642AJ21

		2019 Fixed Rate Notes: 278642AH6 / US278642AH64
		2021 Fixed Rate Notes: 278642AK9 / US278642AK93
		2024 Fixed Rate Notes: 278642AL7 / US278642AL76

Joint Book-Running Managers:		Citigroup Global Markets Inc.
		J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC

Co-Managers:		Barclays Capital Inc.
		BNP Paribas Securities Corp.
		BNY Mellon Capital Markets, LLC Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. RBC Capital Markets, LLC
		RBS Securities Inc. Standard Chartered Bank
		The Williams Capital Group, L.P.


Dated:

Wells Fargo Bank, National Association, as Trustee

By:
		Authorized Signatory


(I) or (we) assign and transfer this Note to:
		(Insert assignee’s legal name)


and irrevocably appoint
to transfer this Note on the books of the Company. The agent may substitute another to act for him.


SIDLEY AUSTIN LLP 555 CALIFORNIA STREET SAN FRANCISCO, CA 94104 (415) 772 1200 (415) 772 7400 FAX	BEIJING BOSTON BRUSSELS CHICAGO DALLAS GENEVA	HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO	SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C.

	FOUNDED 1866


Re:		eBay Inc.
		Floating Rate Notes due 2017
		Floating Rate Notes due 2019
		2.200% Notes due 2019
		2.875% Notes due 2021
		3.450% Notes due 2024



		Tax Identification No:

		Signature Guarantee:



		Tax Identification No:

		Signature Guarantee:


Investor Relations Contact:	Tracey Ford; Tom Hudson	tford@ebay.com; thudson@ebay.com

Media Relations Contact:	Amanda Miller	press@ebay.com

Investor Information Request	408-376-7493

Company News:	http://www.ebayinc.com/news

Investor Relations website:	http://investor.ebayinc.com