EBAYeBay Inc.

We note that you have included “FX-Neutral Revenue,” a non-GAAP measure, as your Company-Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K. While Company-Selected Measure disclosure is not subject to Regulation G or Item 10(e) of Regulation S-K, you must disclose how the measure is calculated from your audited financial statements.

Rest of the question

Please tell us and revise future disclosure to explain how your Company-Selected Measure is calculated from your audited financial statements. If this information appears in a different part of the definitive proxy statement, you may satisfy the disclosure requirement by a cross-reference thereto; however, incorporation by reference to a separate filing will not satisfy this disclosure requirement. Refer to the graphs on pages 69-70 showing the relationships between compensation actually paid and net income, total shareholder return and your Company-Selected Measure pursuant to Item 402(v)(5) of Regulation S-K. We note that you had two PEOs 2. in fiscal year 2020; however, it does not appear that your relationship graphs include compensation actually paid information for both PEOs, either separately or on an aggregate basis. Please revise future filings to include relationship disclosure for each person who served as your PEO during the period covered by your pay versus performance table. For guidance, refer to Regulation S-K Compliance and Disclosure Interpretation 128D.13.

We define FX-Neutral net revenues

(referred to in the Proxy Statement as “FX-Neutral Revenue”) as GAAP net revenues minus the exchange rate effect, which we calculate by applying prior period foreign currency exchange rates to current year transactional currency amounts, excluding hedging activity.

On page 46 of the Proxy Statement, we note that this measure is “calculated on a fixed foreign exchange basis,” but we confirm that, to the extent our future Company-Selected Measures in the pay versus performance section of our definitive proxy statements include

FX-Neutral net revenues, we

Rest of the answer

will explain in greater detail how such measure is calculated from our audited financial statements. We further confirm that, to the extent our future Company-Selected Measures in the pay versus performance section of our definitive proxy statements include non-GAAP financial measures, we will explain how the measures are calculated from our audited financial statements, consistent with the Staff’s comment.

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