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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 19, 2006
eBay Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-24821 |
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77-0430924 |
(State or other jurisdiction
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(Commission File Number) |
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(I.R.S. Employer |
of incorporation)
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Identification No.) |
2145 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive offices)
(408) 376-7400
(Registrants telephone number, including area code)
Not Applicable.
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the
Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to
Rule 14a-12 under
the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial
Condition
The information in this report is being furnished and shall not
be deemed filed for the purposes of Section 18
of the Securities Exchange Act of 1934 (the Exchange
Act), and is not to be incorporated by reference into any
filing by eBay Inc. under the Securities Act of 1933 or the
Exchange Act, regardless of any general incorporation language
contained in such filing.
On April 19, 2006, eBay Inc. announced its financial
results for the quarter ended March 31, 2006. A copy of
eBays press release announcing its financial results and
certain other information is attached as Exhibit 99.1 to
this report.
The attached press release contains non-GAAP financial measures.
For purposes of Regulation G, a non-GAAP financial measure
is a numerical measure of a companys performance,
financial position, or cash flows that either excludes or
includes amounts that are not normally excluded or included in
the most directly comparable measure calculated and presented in
accordance with generally accepted accounting principles. To
supplement our consolidated financial statements presented in
accordance with GAAP, eBay uses non-GAAP measures of certain
components of financial performance. These non-GAAP measures
include non-GAAP net income, non-GAAP earnings per diluted
share, non-GAAP operating income, non-GAAP operating margin,
non-GAAP effective tax rate, and free cash flows, as well as
GAAP amounts excluding the impact of stock-based compensation
expenses. eBay makes reference to measures of operating income,
gross profit, certain expenses (including sales and marketing,
product development, general and administrative), net income and
earnings per share for Q1-06, which exclude stock-based
compensation to allow for a better comparison of results in the
current period to those in prior periods that did not include
FAS 123(R) stock-based compensation. eBays reference
to these measures should be considered in addition to results
that are prepared under current accounting standards but should
not be considered a substitute for results that are presented as
consistent with GAAP. These non-GAAP measures are provided to
enhance investors overall understanding of the
companys current financial performance and the
companys prospects for the future and provide further
information for comparative information due the adoption of the
new accounting standard FAS 123(R). Specifically, the
company believes the non-GAAP measures provide useful
information to both management and investors by excluding
certain expenses, gains and losses, and net purchases of
property and equipment, that may not be indicative of its core
operating results and business outlook.
In addition, because eBay has historically reported certain
non-GAAP results to investors, the company believes the
inclusion of non-GAAP measures provides consistency in the
companys financial reporting. The company believes the
non-GAAP measures that exclude only stock-based compensation
enhance the comparability of results against prior periods.
These measures should be considered in addition to results
prepared in accordance with generally accepted accounting
principles, but should not be considered a substitute for, or
superior to, GAAP results. Reconciliation to the nearest GAAP
measure of all non-GAAP measures included in the attached press
release can be found in the financial tables included on
pages 7, 8 and 9 of the release. For non-GAAP measures that
solely exclude stock-based compensation, the reconciliation to
GAAP is presented in narrative form in the release when the
non-GAAP measure is referenced.
The attached press release also contains forward-looking
statements relating to eBays performance during the
remainder of fiscal year 2006. A more thorough discussion of
certain factors which may affect eBays operating results
is included under the captions Risk Factors and
Managements Discussion and Analysis of Financial
Condition and Results of Operations in eBays Annual
Report on
Form 10-K for the
fiscal year ended December 31, 2005. Additional information
will be included under those captions in eBays Quarterly
Report on
Form 10-Q for the
quarter ended March 31, 2006, which will be filed with the
SEC during the second quarter of 2006.
Item 9.01. Financial Statements and Exhibits
The following exhibit is furnished with this report:
99.1 Press release dated April 19, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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eBay Inc. |
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(Registrant) |
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/s/
Michael
R. Jacobson
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Name: Michael R. Jacobson |
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Title: |
Senior Vice President, Legal Affairs, |
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General
Counsel and Secretary |
Date: April 19, 2006
INDEX TO EXHIBITS
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Exhibit Number |
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Description |
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99.1
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Press release dated April 19, 2006. |