SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2004
(State or other jurisdiction
(Commission File Number)
2145 Hamilton Avenue
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|Item 2.02. Results of Operations and Financial Condition
|Item 9.01. Financial Statements and Exhibits
|INDEX TO EXHIBITS
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.
On October 20, 2004, eBay Inc. announced its financial results for the quarter ended September 30, 2004. A copy of eBays press release announcing these 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 gross profit, operating income, net income, earnings per share, cash flows and its effective tax rate, which are adjusted from results based on GAAP to exclude certain expenses, gains and losses. These non-GAAP measures are provided to enhance the investors overall understanding of our current financial performance and our prospects for the future. Specifically, we believe the non-GAAP results provide useful information to both management and investors by excluding certain expenses, gains and losses that may not be indicative of our core operating results. In addition, because we have historically reported certain non-GAAP results to investors, we believe the inclusion of non-GAAP numbers provides consistency in our financial reporting. These measures should be considered in addition to results prepared in accordance with GAAP, but are not a substitute for, or superior to, GAAP results. Consistent with our historical practice, the non-GAAP measures included in the attached press release have been reconciled to the nearest GAAP measure.
The attached press release also contains forward-looking statements relating to eBays performance during the fourth quarter of 2004 and fiscal year 2005. A more thorough discussion of certain factors which may affect eBays operating results is included under the captions Risk Factors That May Affect Results of Operations and Financial Condition 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, 2003 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. Additional information will be included under those captions in eBays Quarterly Report on Form 10-Q for the third quarter of 2004, which will be filed with the SEC in the fourth quarter of 2004.
Item 9.01. Financial Statements and Exhibits
The following exhibit is furnished with this report:
|Press release dated October 20, 2004 containing financial results for eBay Inc. for the quarter ended September 30, 2004 and forward-looking statements relating to eBays performance during the fourth quarter of 2004 and fiscal year 2005.
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.
Date: October 20, 2004
|/s/ Michael R. Jacobson
|Name: Michael R. Jacobson
|Title: Senior Vice President, Legal Affairs,
|General Counsel and Secretary