Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
None.
Exhibit Index
| Incorporated by Reference | |||||
| Exhibit Number | Exhibit Description | Filed with this Form 10-K | Form | Date Filed | |
| 2.01 | Separation and Distribution Agreement by and between eBay Inc. and PayPal Holdings, Inc. | 10-12B/A | 6/26/2015 | ||
| 2.02 | Purchase and Sale Agreement, dated as of November 10, 2017, by and between Synchrony Bank and Bill Me Later, Inc. | 8-K | 11/16/2017 | ||
| 2.03 | Purchase and Sale Agreement, dated as of November 10, 2017, by and between Synchrony Bank and PayPal (Europe) S.à r.l. et Cie. S.C.A. | 8-K | 11/16/2017 | ||
| 2.04 | Amendment No. 1 to the Purchase and Sale Agreement, dated as of April 12, 2018, by and between Synchrony Bank and Bill Me Later, Inc. | 10-Q | 7/26/2018 | ||
| 2.05 | Amendment No. 1 to the Purchase and Sale Agreement, dated as of April 12, 2018, by and between Synchrony Bank and PayPal (Europe) S.à r.l. et Cie. S.C.A. | 10-Q | 7/26/2018 | ||
| 3.01 | PayPal Holdings, Inc. Restated Certificate of Incorporation | 10-Q | 7/27/2017 | ||
| 3.02 | PayPal Holdings, Inc. Amended and Restated Bylaws effective January 17, 2019. | 8-K | 1/18/2019 | ||
| 4.01 | Description of Securities | X | |||
| 4.02 | Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Wells Fargo Bank, National Association, as Trustee. | 8-K | 9/26/2019 | ||
| 10.01 | Operating Agreement by and among eBay Inc., eBay International AG, PayPal Holdings, Inc., PayPal, Inc., PayPal Pte. Ltd. and PayPal Payments Pte. Holdings S.C.S., dated July 17, 2015. | 8-K | 7/20/2015 | ||
| 10.02 | Amendment, dated June 30, 2016, to the Operating Agreement by and among eBay Inc., eBay International AG, PayPal Holdings, Inc., PayPal, Inc., PayPal Pte. Ltd. and PayPal Payments Pte. Holdings S.C.S, dated July 17, 2015. | 10-Q | 7/26/2016 | ||
| 10.03 | Tax Matters Agreement by and between eBay Inc. and PayPal Holdings, Inc., dated July 17, 2015. | 8-K | 7/20/2015 | ||
| 10.04 | Employee Matters Agreement by and between eBay Inc. and PayPal Holdings, Inc., dated July 17, 2015. | 8-K | 7/20/2015 | ||
| 10.05 | Intellectual Property Matters Agreement by and among eBay Inc., eBay International AG, PayPal Holdings, Inc., PayPal, Inc., PayPal Pte. Ltd. and PayPal Payments Pte. Holdings S.C.S., dated July 17, 2015. | 8-K | 7/20/2015 | ||
| 10.06 | Credit Agreement, dated as of September 11, 2019, among PayPal Holdings, Inc., the Designated Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., J.P. Morgan Securities Australia Limited, JPMorgan Chase Bank, N.A., Toronto Branch, and J.P. Morgan Europe Limited, as the Administrative Agents | 8-K | 9/12/2019 | ||
| 10.07 | 364-Day Credit Agreement, dated as of September 11, 2019, among PayPal Holdings, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent | 8-K | 9/12/2019 | ||
| 10.08+ | PayPal Employee Incentive Plan, as amended and restated. | DEF 14A | 4/14/2016 | ||
| 10.09+ | PayPal Holdings, Inc. Amended and Restated 2015 Equity Incentive Award Plan | 8-K | 5/25/2018 | ||
| 10.10+ | PayPal Holdings, Inc. Amended and Restated Deferred Compensation Plan effective November 6, 2018 | 10-K | 2/7/2019 |
| Incorporated by Reference | |||||
| Exhibit Number | Exhibit Description | Filed with this Form 10-K | Form | Date Filed | |
| 10.11 | PayPal Holdings, Inc. Change in Control Severance Plan for Key Employees, dated June 16, 2015. | 10-12B/A | 6/18/2015 | ||
| 10.12+ | PayPal Holdings, Inc. SVP and Above Standard Severance Plan, dated June 16, 2015. | 10-12B/A | 6/18/2015 | ||
| 10.13+ | PayPal Holdings, Inc. Executive Change in Control and Severance Plan | 8-K | 12/30/2019 | ||
| 10.14+ | Form of Indemnity Agreement between PayPal Holdings, Inc. and individual directors and officers. | 10-12B/A | 5/14/2015 | ||
| 10.15+ | Form of Global Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan. | 10-12B/A | 5/14/2015 | ||
| 10.16+ | Form of Global Performance Based Restricted Stock Unit Award Grant Notice and Performance Based Restricted Stock Unite Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as amended and restated. | 10-Q | 4/27/2017 | ||
| 10.17+ | Form of Global Notice of Grant of Stock Option and Stock Option Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan. | 10-12B/A | 5/14/2015 | ||
| 10.18+ | Form of Director Annual Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan. | 10-12B/A | 5/14/2015 | ||
| 10.19+ | Form of Electing Director Quarterly Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan. | 10-12B/A | 5/14/2015 | ||
| 10.20+ | PayPal Holdings, Inc. Amended and Restated Employee Stock Purchase Plan | 8-K | 5/25/2018 | ||
| 10.21+ | Offer Letter dated September 29, 2014 between eBay Inc. and Daniel Schulman. | 10-12B/A | 5/14/2015 | ||
| 10.22+ | Amendment dated December 31, 2014 to Offer Letter between eBay Inc. and Daniel Schulman. | 10-12B/A | 5/14/2015 | ||
| 10.23+ | Letter dated April 7, 2015 from eBay Inc. to Louise Pentland. | 10-K | 2/11/2016 | ||
| 10.24+ | Letter dated April 13, 2015 from eBay Inc. to Jonathan Auerbach. | 10-K | 2/11/2016 | ||
| 10.25+ | Letter dated May 19, 2015 from eBay Inc. to William Ready. | 10-12B/A | 6/2/2015 | ||
| 10.26+† | Separation Agreement dated June 17, 2019 between William Ready and PayPal Holdings, Inc. | 10-Q | 7/25/2019 | ||
| 10.27+ | Letter Agreement dated July 29, 2015 between John Rainey and PayPal Holdings, Inc. | 10-Q | 10/29/2015 | ||
| 10.28+ | Letter Agreement, dated April 17, 2016, between Aaron Karczmer and PayPal Holdings, Inc. | 10-Q | 4/27/2017 | ||
| 10.29+ | Letter Agreement effective February 20, 2019 between Mark Britto and PayPal Holdings, Inc. | 10-Q | 4/25/2019 | ||
| 10.30+ | Letter Agreement dated December 22, 2018 between Allison Johnson and PayPal Holdings, Inc. | 10-Q | 4/25/2019 | ||
| 10.31+ | Independent Director Compensation Policy | 10-K | 2/7/2019 | ||
| 21.01 | List of Subsidiaries. | X | |||
| 22.01 | PricewaterhouseCoopers LLP consent. | X | |||
| 23.01 | Power of Attorney (see signature page). | X | |||
| 31.01 | Certification of PayPal Holdings, Inc.’s Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.02 | Certification of PayPal Holdings, Inc.’s Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.01 | Certification of PayPal Holdings, Inc.’s Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002. | X |
| Incorporated by Reference | |||||
| Exhibit Number | Exhibit Description | Filed with this Form 10-K | Form | Date Filed | |
| 32.02 | Certification of PayPal Holdings, Inc.’s Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 101 | The following financial information related to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows; and (vi) the related Notes to Consolidated Financial Statements. | X | |||
| 104 | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101. | X |
+ Indicates a management contract or compensatory plan or arrangement
† Certain portions of this document have been omitted pursuant to Item 601(b)(10) of Regulation S‑K and, where applicable, have been marked with “[***]” to indicate where omissions have been made. The marked information has been omitted because it is (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. The registrant hereby undertakes to provide further information regarding such marked information to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 6, 2020.
| PayPal Holdings, Inc. | ||||
| By: | /s/ Daniel H. Schulman | |||
| Name: Title: | Daniel H. Schulman President, Chief Executive Officer and Director |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel H. Schulman, John D. Rainey, A. Louise Pentland, Brian Y. Yamasaki and Aaron A. Anderson, and each or any one of them, each with the power of substitution, his or her attorney-in-fact, to sign any amendments to this report, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 6, 2020.
| Principal Executive Officer: | Principal Financial Officer: | |||
| By: | /s/ Daniel H. Schulman | By: | /s/ John D. Rainey | |
| Daniel H. Schulman | John D. Rainey | |||
| President, Chief Executive Officer and Director | Chief Financial Officer and Executive Vice President, Global Customer Operations | |||
| Principal Accounting Officer: | ||||
| By: | /s/ Aaron A. Anderson | |||
| Aaron A. Anderson | ||||
| Vice President, Chief Accounting Officer |
Additional Directors
| By: | /s/ Rodney C. Adkins | By: | /s/ Wences Casares | |
| Rodney C. Adkins | Wences Casares | |||
| Director | Director | |||
| By: | /s/ Jonathan Christodoro | By: | /s/ John J. Donahoe | |
| Jonathan Christodoro | John J. Donahoe | |||
| Director | Director | |||
| By: | /s/ David W. Dorman | By: | /s/ Belinda Johnson | |
| David W. Dorman | Belinda Johnson | |||
| Director | Director | |||
| By: | /s/ Gail J. McGovern | By: | /s/ Deborah M. Messemer | |
| Gail J. McGovern | Deborah M. Messemer | |||
| Director | Director | |||
| By: | /s/ David M. Moffett | By: | /s/ Ann M. Sarnoff | |
| David M. Moffett | Ann M. Sarnoff | |||
| Director | Director | |||
| By: | /s/ Frank D. Yeary | |||
| Frank D. Yeary | ||||
| Director | ||||
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