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):
July 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
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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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
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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 July 19, 2006, eBay Inc. announced its financial results
for the quarter ended June 30, 2006. 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 contains non-GAAP financial measures.
For purposes of Regulation G, a non-GAAP financial measure
is a numerical measure of a company’s 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 and the corresponding percentages of net revenues. eBay
makes reference to measures of operating income, gross profit,
certain expenses (including cost of net revenues, sales and
marketing, product development, and general and administrative),
net income and earnings per share for the second quarter of
2006, 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. eBay’s 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 company’s
current financial performance and the company’s 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
company’s 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 8, 9, 10, 11, and 16 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 eBay’s performance during the
remainder of fiscal year 2006. A more thorough discussion of
certain factors that may affect eBay’s operating 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 June 30, 2006, which will be filed
with the SEC during the third quarter of 2006.
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Item 9.01.
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Financial
Statements and Exhibits
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(c) Exhibits.
The following exhibit is furnished with this report:
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99.1
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Press release dated July 19,
2006.
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