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UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR
15(d) OF
THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported):
January 21, 2009
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.)
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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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EXPLANATORY NOTE
eBay Inc. (the “company”) is filing this amendment to
its Current Report on Form 8-K, as filed with the SEC on
January 21, 2009, to refile the press release attached as
Exhibit 99.1. In the original filing, the last page of the
press release was inadvertently not filed. All other information
included in the original filing is unchanged.
The complete press release was publicly available through the
company’s Investor Relations website at
http://investor.ebay.com prior to the conference call referred
to in the press release.
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 January 21, 2009, eBay Inc. announced its financial
results for the quarter and year ended December 31, 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
for the year ended December 31, 2008, which will be filed
with the SEC during the first quarter of 2009.
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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
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.1
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Press release dated January 21, 2009
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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.
eBay Inc.
(Registrant)
Name: Michael R. Jacobson
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Title:
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Senior Vice President, Legal Affairs,
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General Counsel and Secretary
Date: January 21, 2009
INDEX TO
EXHIBITS
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Exhibit
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Number
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Description
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99.1
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Press release dated January 21, 2009
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