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): October 15, 2008
eBay Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-24821
(Commission File Number)
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77-0430924
(I.R.S. Employer
Identification No.) |
2145 Hamilton Avenue
San Jose, CA 95125
(Address of principal executive offices)
(408) 376-7400
(Registrant’s telephone number, including area code)
Not Applicable.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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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))
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TABLE OF CONTENTS
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| Item 2.02. |
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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 October 15, 2008, eBay Inc. announced its financial results for the quarter ended September
30, 2008. A copy of eBay’s press release announcing its financial results and certain other
information is attached as Exhibit 99.1 to this report.
The attached press release includes the following financial measures defined as “non-GAAP
financial measures” by the Securities and Exchange Commission: non-GAAP net income, non-GAAP
earnings per diluted share, non-GAAP operating margin, non-GAAP effective tax rate, and free cash
flow. These measures may be different from non-GAAP financial measures used by other companies. The
presentation of this financial information, which is not prepared under any comprehensive set of
accounting rules or principles, is not intended to be considered in isolation or as a substitute
for the financial information prepared and presented in accordance with generally accepted
accounting principles. See “Non-GAAP Measures of Financial Performance,” “Reconciliation of GAAP
Operating Margin to Non-GAAP Operating Margin,” “Reconciliation of GAAP Net Income to Non-GAAP Net
Income,” “Reconciliation of GAAP to Non-GAAP Effective Tax Rate,” “Reconciliation of Operating Cash
Flows to Free Cash Flow,” and “Business Outlook” included in the attached press release for further
information regarding these non-GAAP financial measures, including a reconciliation of these
measures to the nearest comparable GAAP measures and an explanation of why eBay includes these
non-GAAP measures.
The attached press release also contains forward-looking statements relating to eBay’s future
performance. A more thorough discussion of certain factors that may affect eBay’s actual results is
included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in eBay’s Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q. Additional information will be included under those captions in eBay’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2008, which will be filed with the SEC during the
fourth quarter of 2008.
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| Item 9.01. |
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Financial Statements and Exhibits |
(c) Exhibits.
The following exhibit is furnished with this report:
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99.1
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Press release dated October 15, 2008. |