PayPal Holdings (PYPL) 10-K risk factor changes: FY2024 vs FY2023

The techniques used to attempt to obtain unauthorized or illegal access to systems and information (including customers’ personal data), disable or degrade service, exploit vulnerabilities, or sabotage systems are [removed: constantly] [added: continuously] evolving.

Unauthorized parties [removed: will continue to] [added: continuously] attempt to gain access to our systems or facilities through various means, including through hacking into our systems or facilities or those of our customers, partners, or vendors, and attempting to fraudulently induce users of our systems (including employees, vendor and partner personnel and customers) into disclosing user names, passwords, payment card information, multi-factor authentication application access or other sensitive information used to gain access to such systems or facilities.

Numerous and evolving cybersecurity [added: and related] threats, including advanced and persisting cyberattacks, cyberextortion, distributed denial-of-service attacks, ransomware, spear phishing and social engineering schemes, the introduction of computer viruses or other malware, and the physical destruction of all or portions of our information technology and infrastructure and those of third parties with whom we partner or that are part of our information technology supply chain, are becoming increasingly sophisticated and complex, may be difficult to detect, and could compromise the confidentiality, availability, and integrity of the data in our systems, as well as the systems themselves.

We believe that hostile actors, who may comprise individuals, coordinated groups, sophisticated organizations, or nation state supported [removed: entities] [added: entities,] may target PayPal due to our name, brand recognition, types of data (including sensitive payments- and identity-related data) that customers provide to us, and the widespread adoption and use of our products and services.

Any cybersecurity incidents, including cyberattacks or data security breaches affecting the information technology or infrastructure of [removed: companies we acquire or of] our customers, partners, or vendors (including data center and cloud computing providers) [added: or of companies we acquire,] could have similar negative effects.

[removed: Cybersecurity] [added: These or other cybersecurity] breaches and other exploited security vulnerabilities [added: have subjected us and] could [added: further] subject us to significant costs and third-party liabilities, result in improper disclosure of data and violations of applicable privacy and other laws, require us to change our business practices, cause us to incur significant remediation costs, lead to loss of customer confidence in, or decreased use of, our products and services, damage our reputation and brands, divert the attention of management from the operation of our business, result in significant compensation or contractual penalties from us to our customers and their business partners as a result of losses to or claims by them, or expose us to litigation, regulatory investigations, and significant fines and penalties.

While we maintain insurance policies intended to help offset the financial impact we may experience from these risks, our coverage may be insufficient to compensate us for all losses caused by security breaches and other damage to or [removed: unavailability of our systems.]

Our systems and operations and those of our service providers and partners have experienced from time to time, and may experience in the future, business interruptions or degradation of service because of distributed denial-of-service and other cyberattacks, insider threats, hardware and software defects or malfunctions, human error, earthquakes, hurricanes, floods, fires, [added: and other natural disasters, public health crises (including pandemics), power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events.]

| [removed: ] [added: ] | | | | | | | | | [removed: 16] [added: 14] | | |

While we engage in disaster recovery planning and testing intended to mitigate risks from outages or delays, our planning and testing may not be [added: effective or] sufficient for all possible outcomes or events.

A prolonged interruption of, or reduction in, the availability, speed, or functionality of our products and services could materially harm our [removed: business.][added: business and financial condition.]

[removed: We] [added: While we] continue to undertake system upgrades and re-platforming efforts designed to improve the availability, reliability, resiliency, and speed of our payments [removed: platform.][added: platform, these efforts are costly and time-consuming, involve significant technical complexity and risk, may divert our resources from new features and products, and may ultimately not be effective.]

[removed: Frequent] [added: In addition, any failure to successfully implement new information systems and technologies] or [removed: persistent site interruptions] [added: improvements or upgrades to existing information systems and technologies in a timely manner] could lead to regulatory scrutiny, significant fines and penalties, and mandatory and costly changes to our [removed: business practices,] [added: business, adversely impact our business, internal controls, results of operations,] and [added: financial condition, and] ultimately could cause us to lose existing licenses that we need to operate or prevent or delay us from obtaining additional licenses that may be required for our business.

If these third parties experience operational interference or disruptions (including a cybersecurity incident), fail to perform their obligations, or breach their agreements with us, our operations could be disrupted or [removed: otherwise] negatively affected, which could result in customer dissatisfaction, regulatory scrutiny, and damage to our reputation and brands, and materially and adversely affect our business.

Rapid, significant, and disruptive technological changes impact the industries in which we operate, including payment technologies (including real-time payments, payment card tokenization, virtual currencies, distributed ledger and blockchain technologies, and proximity payment technology such as Near Field Communication and other contactless payments); internet browser [removed: technologies,] [added: technologies] that enable users to easily store their payment card information for use on any retail or e-commerce website; artificial intelligence [added: (“AI”)] and machine learning; developments in technologies supporting our regulatory and [removed: compliance obligations; and in-store, digital, and social commerce.]

We expect that new technologies applicable to the industries in which we [removed: operate] [added: operate, including the development, adoption, and use of generative AI technologies,] will continue to emerge and may be superior to, or render obsolete, the technologies we currently use in our products and services.

| [removed: ] [added: ] | | | | | | | | | [removed: 17] [added: 15] | | |

[added: We rely in part on] third parties, including some of our competitors, for the development of and access to new or evolving technologies.

If we are unable to develop and incorporate new technologies and adapt to technological changes and evolving industry standards in a timely or cost-effective manner, our [removed: business] [added: business, results of operations, or reputation] could be harmed.

Any failure or perceived failure to comply with existing or new laws, regulations, or orders of any government authority (including changes to or expansion of their interpretation) may subject us to significant fines, penalties, [added: monetary damages, injunctive relief,] criminal and civil lawsuits, forfeiture of significant assets, and enforcement actions in one or more jurisdictions; result in additional compliance and licensure requirements; cause us to lose existing licenses or prevent or delay us from obtaining additional licenses that may be required for our business; increase regulatory scrutiny of our business; divert management’s time and attention from our business; restrict our operations; lead to increased friction for customers; force us to make changes to our business practices, products, or operations; require us to engage in remediation activities; or delay planned transactions, product launches, or improvements.

[removed: Outside of the U.S., we] [added: We] principally provide our services to customers in the European Economic Area (“EEA”) through PayPal (Europe) S.à.r.l.

et Cie, S.C.A. (“PayPal (Europe)”), our wholly-owned subsidiary that is licensed and subject to regulation as a credit institution in Luxembourg and PayPal U.K. Limited (“PayPal U.K.”), a wholly-owned subsidiary that is subject to [added: regulation as an electronic money institution and a consumer credit firm (and registration as a crypto asset business) in the United Kingdom (“U.K.”) by the Financial Conduct Authority (“FCA”).]

| [removed: ] [added: ] | | | | | | | | | [removed: 18] [added: 16] | | |

PayPal (Europe) or PayPal U.K. may be subject to enforcement actions and significant fines [added: and penalties] if either violates applicable requirements.

PayPal (Europe) is also subject to regulation by the ECB under the oversight framework for electronic payment instruments, schemes and arrangements [removed: (PISA).][added: (“PISA”).]

[removed: In] [added: For] many of the other markets outside the [removed: U.S. in which we do business,] [added: U.S.,] we [removed: serve our customers] [added: provide services on a cross-border basis] through PayPal Pte.

Ltd. has been issued a Major Payment Institution license by the MAS under the Payment Services Act [removed: 2019 to continue providing payments services.][added: 2019.]

In order to maintain this license and certain other licenses or registrations we hold in certain markets, we are required to comply with applicable regulatory requirements, which [added: have imposed and] will [removed: result in increased] [added: continue to impose increasing] operational complexity and costs for our Singapore and international operations.

[removed: In] [added: Moreover, in] many [removed: of the] [added: non-U.S.] markets [removed: outside the U.S.] (other than Singapore) [removed: served by] [added: where customers of] PayPal Pte.

Ltd. or [removed: by] local branches or subsidiaries subject to local regulatory supervision or oversight, as the case may be, [added: are located,] there may be uncertainty whether our Singapore-based service is subject only to Singapore law or also to other local laws, and whether such local laws might require a payment processor like us to be licensed as a payments service, bank, financial institution, or otherwise.

There are substantial costs and potential product and operational changes involved in maintaining and renewing licenses, certifications, and approvals, and we could be subject to enforcement actions, fines, [added: penalties,] and litigation if we are found to violate any of these requirements.

Any of the foregoing could, individually or in the aggregate, result in substantial additional costs, delay or preclude planned transactions, [added: geographical expansions, or] product launches or improvements, require significant and costly operational changes, impose restrictions, limitations, or additional requirements on our business, products and services, or prevent or limit us from providing our products or services in a given market.

Within the U.S., we are regulated by the New York [added: State] Department of Financial Services as a virtual currency business, which does not qualify us to engage in securities brokerage or dealing activities.

[removed: The rapidly evolving] [added: legislative and] regulatory [removed: landscape] [added: landscapes] with respect to cryptocurrency may subject us to additional licensing and regulatory obligations or to additional inquiries or investigations from the SEC or other regulators and governmental authorities, and require us to make product changes, restrict or discontinue product offerings in certain markets, implement additional and potentially costly controls, or take other actions.

In August 2023, a third-party issuer with which we have partnered commercially (the “PYUSD Issuer”) launched a U.S. dollar-denominated stablecoin named PayPal USD (“PYUSD”), which [removed: was initially] [added: is] available to PayPal U.S. customers and [removed: subsequently made available to] Venmo [removed: customers in September 2023.][added: customers.]

If we or the PYUSD Issuer fail to comply with regulations, requirements, prohibitions or other obligations applicable to us, we could face regulatory or other enforcement actions, potential fines, [added: penalties,] and other consequences.

| [removed: ] [added: ] | | | | | | | | | [removed: 19] [added: 17] | | |

[added: In addition, we could face] reputational harm through our relationship with the PYUSD Issuer if the PYUSD Issuer were to face regulatory scrutiny, PYUSD is deemed to be a security, or PYUSD is alleged to be used for transactions in connection with illicit or illegal activities.

Financial and third-party risks related to our customer cryptocurrency offerings, such as inappropriate access to, theft, or destruction of cryptocurrency assets held by our custodians, insufficient insurance coverage by a custodian to reimburse us for all such losses, a custodian’s failure to maintain effective controls over the custody and settlement services provided to us, a custodian’s inability to purchase or liquidate cryptocurrency holdings, the failure of the PYUSD Issuer to maintain sufficient reserve assets backing PYUSD and defaults on financial or performance obligations by a custodian, banks with which the PYUSD Issuer maintains reserve assets or counterparty financial institutions, could expose our customers and us to loss, and [removed: therefore] significantly harm our business, financial [removed: performance,] [added: condition,] and reputation.

Nevertheless, [added: any] operational disruptions at any such custodian or issuer, or such custodians’ or issuer’s failure to safeguard cryptocurrency holdings (or reserve [removed: assets)] [added: assets),] could result in losses of customer assets, expose us to customer claims, reduce consumer confidence and materially impact our [removed: operating results and our] cryptocurrency product [removed: offerings.][added: offerings and our operating results.]

Any of the foregoing events may subject us to fines, penalties, regulatory or other enforcement actions, and our business, reputation or financial condition may be adversely affected.

We have experienced, and may experience in the future, breaches involving customer information for which we have notified, and may notify, regulators, customers and other third parties.

Moreover, under payment card network rules and our contracts with our payment processors, if there is a breach of payment card information stored by us or our direct payment card processing vendors, we could be liable to the payment card issuing banks, including for their cost of issuing new cards and related expenses.

unavailability of our systems.

compliance obligations; and in-store, digital, and social commerce.

For example, AI algorithms that we use may be flawed or may be based on datasets that are biased or insufficient.

In addition, any latency, disruption, or failure in our AI systems or infrastructure could result in delays or errors in our offerings.

There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use of our products or of AI.

In addition, third parties may deploy AI technologies in a manner that reduces customer demand for our products and services.

The rapidly evolving

*Artificial Intelligence (AI)*

The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of consumer protection, intellectual property, cybersecurity, and privacy and data protection.

In addition, there is uncertainty around the validity and enforceability of intellectual property rights related to the use, development, and deployment of AI-

generated outputs.

Compliance with new and emerging laws, regulations or industry standards relating to AI in the U.S. and internationally, such as U.S. state regulations and the Artificial Intelligence Act in the EU, may impose significant operational costs and may limit our ability to develop, deploy or use existing or future AI technologies.

As a result, our ability to adapt our existing products and services or develop future and new products and services using AI may be limited or restricted, which could adversely impact our business.

Although we have generally taken measures to protect our intellectual

The networks could adopt new operating rules or interpret or re-interpret existing rules that

Further, laws or regulations may limit the assessment of late fees or penalties on certain credit products, which could negatively impact our revenue share arrangement with an independent chartered financial institution with respect to our U.S. consumer credit products.

Management’s Discussion and Analysis of Financial Condition and Results of Operations — *Key Metrics and Financial Results*”), and materially and adversely affect our financial condition and results of operations.

In June 2020, the Federal

transactions.

We expect to continue to consider and evaluate a wide array of potential strategic transactions as part of our overall business

In addition, some countries have enacted or are considering data localization or residency laws, which require that certain data be maintained, stored and/or processed within their country of origin.

Maintaining local data centers in individual countries could significantly increase our operating costs.

Adverse global and regional economic conditions such as turmoil affecting the banking system or financial markets, including, but not limited to, tightening in the credit markets, extreme volatility or distress in the financial markets (including the fixed

Various jurisdictions are adopting or considering new laws and regulations that expand mandatory disclosure, reporting and diligence requirements with respect to ESG matters.

Moreover, investors, customers, partners, media, government entities, and other stakeholders (including those in support of or in opposition to ESG principles) may have a negative view of us to the extent we are perceived to have not responded appropriately to their ESG concerns or take positions that are contrary to their views or expectations.

We recognize that climate-related risks may impact our business.

These actions may

Specifically, the OECD has published model rules and is coordinating negotiations among participating countries with the goal of achieving consensus on significant changes to international tax rules, including the implementation of a global minimum tax rate of 15%, commonly referred to as Pillar Two.

Each individual jurisdiction will need to enact minimum tax legislation which may result in various interpretations of the OECD model rules and applicable timelines.

Certain countries in which we do business have enacted implementing legislation effective January 1, 2024.

As additional jurisdictions enact similar legislation, transition rules expire, and other provisions of the minimum tax legislation become effective, our effective tax rate and cash tax payments could increase in future years.

The impact will depend on several factors including U.S and foreign tax legislation as well as our overall tax profile.

A number of details around the provisions are still uncertain as the OECD and individual jurisdictions continue to issue guidance.

This increased risk could require us to expend substantial resources or discontinue certain product or service offerings, which could harm our business.

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and other natural disasters, public health crises (including pandemics), power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events.

These efforts are costly and time-consuming, involve significant technical complexity and risk, may divert our resources from new features and products, and may ultimately not be effective.

In addition, any failure to successfully implement new information systems and technologies, or improvements or upgrades to existing information systems and technologies in a timely manner could adversely impact our business, internal controls, results of operations, and financial condition.

We rely in part on

regulation as an electronic money institution in the United Kingdom (“U.K.”) by the Financial Conduct Authority (“FCA”).

In addition, we could face

In addition, our cryptocurrency product offerings could have the effect of heightening or exacerbating many of the risk factors described in this “Risk Factors” section.

Following the departure of the U.K. from the European Union (“EU”) and the EEA on January 31, 2020 (commonly referred to as “Brexit”), effective November 1, 2023, PayPal’s wholly-owned U.K. subsidiary received authorizations from the FCA as an electronic money institution and consumer credit firm, and registration as a cryptoasset business, subject to certain conditions that will require further implementation action by us.

If we are unable to meet these requirements, our U.K. business and operations may be impacted and we may be subject to enforcement actions.

PayPal relies on a variety of compliance methods to transfer personal data of EEA individuals to the U.S., including Binding Corporate Rules for internal transfers of certain types of personal data and Standard Contractual Clauses (“SCCs”) as approved by the European Commission for transfers to and from third parties.

Additionally, in July 2023, the EU-U.S. Data Privacy Framework, the U.K. Extension to the EU-U.S. Data Privacy Framework, and the Swiss-U.S. Data Privacy Framework became effective as additional mechanisms to enable transfers of personal data to the U.S. from the EU/EEA, the U.K., and Switzerland, respectively.

The new Data Protection Framework (DPF) replaces prior transatlantic personal data transfer regimes that were invalidated by the Court of Justice of the European Union.

As such, there are risks in solely relying on the DPF for internal transfers of personal data to the U.S. While PayPal intends to continue to rely on Binding Corporate Rule and SCCs and will evaluate the circumstances under which the DPF may be leveraged for transfers of personal data to the U.S., we may be subject to regulatory enforcement actions if our approach is deemed to be noncompliant.

partnerships, commercial agreements and business practices.

Any failure to adequately protect or enforce our

See “Item 1.

Business—*Competition*” of this Form 10-K for further discussion of the competitive environment in the markets where we operate.

credit products.

subsidiaries.

From time to time, we may consider other third-party sources of funding (including asset sales, warehouse facilities, forward-flow arrangements, securitizations, partnerships or other funding structures) for our credit portfolio or other receivables.

The availability of such third-party funding is subject to a number of factors, including economic conditions and interest rates, and there can be no assurance that any such funding arrangements can be obtained on favorable terms or at all.

If we are unable to fund our credit products or the purchase of the receivables related to our credit products and offerings adequately or in a cost-effective manner, the growth of our credit products and our results of operations and financial condition could be materially and adversely impacted.

We are undertaking efforts to diversify our reliance on a small number of third-party payment processors in various markets.

We are working with our primary payment processor in the U.S. to facilitate the migration of our arrangements to other payment processors over a transition period in connection with the wind-down of our agreement; however, if we are unable to timely and efficiently migrate our business to other payment processors or experience disruptions in connection with this transition, our business could be harmed.

Measures to detect and reduce the risk of fraud and abusive

Any illegal or improper uses of our payments platform or failure by us to detect or prevent illegal or improper activity by our users may subject us to claims, individual and class action lawsuits, and government and regulatory requests, inquiries, or investigations that could result in liability, restrict our operations, impose additional restrictions or limitations on our business or require us to change our business practices, harm our reputation, increase our costs, and negatively impact our business.

Investors, customers, employees, regulators, legislators and other stakeholders are increasingly focused on ESG matters and related disclosures, including with respect to cybersecurity, data privacy and protection, global talent and climate.

We may also experience additional scrutiny or criticism from investors, customers, partners, media, government entities, and other stakeholders if they perceive PayPal to not have acted appropriately with respect to ESG matters.

We specifically recognize the inherent physical climate-related risks where we conduct business.

Our primary locations may be vulnerable to the adverse effects of climate change.

For example, California, where our headquarters are located, has

For example, various countries have proposed or enacted digital services taxes and global minimum tax provisions under the Pillar Two OECD model rules.

If these measures are not sufficiently effective, our business could be negatively impacted.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on a discussion of [removed: 2023] [added: 2024] results as compared to [removed: 2022] [added: 2023] results.

For a discussion of [removed: 2022] [added: 2023] results as compared to [removed: 2021] [added: 2022] results, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] filed with the SEC on February [removed: 10, 2023.][added: 8, 2024.]

We operate globally and in a rapidly evolving regulatory environment characterized by a heightened focus by regulators globally on all aspects of the payments industry, including [added: anti-money laundering,] countering terrorist financing, [removed: anti-money laundering,] privacy, cybersecurity, and consumer protection.

Although we have developed systems and processes designed to protect the data we manage, prevent data loss and other security incidents, and enable us to effectively respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections, we [added: have experienced and expect to continue to experience cybersecurity incidents and] remain subject to these [removed: risks and there can be no assurance that our security measures will provide sufficient security or prevent breaches or attacks.][added: risks.]

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The following table provides a summary of our consolidated financial results for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021:][added: 2022:]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net revenues | | | $ | [removed: 29,771] [added: 31,797] | | | | | $ | [removed: 27,518] [added: 29,771] | | | | | $ | [removed: 25,371] [added: 27,518] | | | | | [removed: 8] [added: 7] | | % | | | | 8 | | % |

| Operating expenses | | | [removed: 24,743] [added: 26,472] | | | | | | [removed: 23,681] [added: 24,743] | | | | | | [removed: 21,109] [added: 23,681] | | | | | | [removed: 4] [added: 7] | | % | | | | [removed: 12] [added: 4] | | % |

| Operating income | | | [removed: 5,028] [added: 5,325] | | | | | | [removed: 3,837] [added: 5,028] | | | | | | [removed: 4,262] [added: 3,837] | | | | | | [removed: 31] [added: 6] | | % | | | | [removed: (10)] [added: 31] | | % |

| Operating margin | | | 17 | | % | | | | [removed: 14] [added: 17] | | % | | | | [removed: 17] [added: 14] | | % | | | | | | | | | | | | |

| Other income (expense), net | | | [removed: 383] [added: 4] | | | | | | [removed: (471)] [added: 383] | | | | | | [removed: (163)] [added: (471)] | | | | | | [removed: 181] [added: (99)] | | % | | | | [removed: 189] [added: 181] | | % |

| Income tax expense [removed: (benefit)] | | | [removed: 1,165] [added: 1,182] | | | | | | [removed: 947] [added: 1,165] | | | | | | [removed: (70)] [added: 947] | | | | | | [removed: 23] [added: 1] | | % | | | | [added: 23] | | [added: %] |

| Effective tax rate | | | 22 | | % | | | | [removed: 28] [added: 22] | | % | | | | [removed: (2)] [added: 28] | | % | | | | | | | | | | | | |

| Net income (loss) | | | $ | [removed: 4,246] [added: 4,147] | | | | | $ | [removed: 2,419] [added: 4,246] | | | | | $ | [removed: 4,169] [added: 2,419] | | | | | [removed: 76] [added: (2)] | | % | | | | [removed: (42)] [added: 76] | | % |

| Net income (loss) per diluted share | | | $ | [removed: 3.84] [added: 3.99] | | | | | $ | [removed: 2.09] [added: 3.84] | | | | | $ | [removed: 3.52] [added: 2.09] | | | | | [removed: 84] [added: 4] | | % | | | | [removed: (41)] [added: 84] | | % |

| Net cash provided by operating activities | | | $ | [removed: 4,843] [added: 7,450] | | | | | $ | [removed: 5,813] [added: 4,843] | | | | | $ | [removed: 5,797] [added: 5,813] | | | | | [removed: (17)] [added: 54] | | % | | | | [removed: —] [added: (17)] | | % |

Net revenues increased [removed: $2.3] [added: $2.0] billion, or [removed: 8%,] [added: 7%,] in [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] driven primarily by growth in total payment volume (“TPV”, as defined below under “Key Metrics”) of [removed: 13%.][added: 10%.]

Total operating expenses increased [removed: $1.1] [added: $1.7] billion, or [removed: 4%,] [added: 7%,] in [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] due primarily to an increase in transaction expense, [removed: partially offset by reductions in sales] and [removed: marketing expense,] [added: to a lesser extent,] restructuring and other, [removed: and technology] [added: partially offset by a reduction in transaction] and [removed: development expense.][added: credit losses.]

Operating income increased [removed: $1.2 billion,] [added: $297 million,] or [removed: 31%,] [added: 6%,] in [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] due to net revenues [removed: growing] [added: increasing] more than operating expenses.

Net income [removed: increased by $1.8 billion,] [added: decreased $99 million,] or [removed: 76%,] [added: 2%,] in [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] due to the previously discussed increase in operating income of [removed: $1.2 billion] [added: $297 million] and [removed: an increase] [added: a decrease] of [removed: $854] [added: $379] million in other income (expense), net, driven primarily by net [removed: gains] [added: losses] on strategic investments in the current period as compared to net [removed: losses and impairments] [added: gains] on strategic investments in the prior [removed: period as well as higher interest income from an increase in interest rates, partially offset by an increase in income tax expense of $218 million primarily related to higher pre-tax income, inclusive of tax expense associated with net gains on strategic investments and the sale of a divested business.][added: period.]

IMPACT OF FOREIGN [removed: CURRENCY] EXCHANGE RATES

We have significant international operations that are denominated in foreign currencies, primarily the British pound, Euro, Australian dollar, and Canadian dollar, subjecting us to foreign [removed: currency] exchange risk which may adversely impact our financial results.

In [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] we generated approximately [removed: 42%,] 43%, [added: 42%,] and [removed: 46%] [added: 43%] of our net revenues from customers domiciled outside of the U.S., respectively.

We calculate the year-over-year impact of foreign [removed: currency] exchange [added: rate] movements on our business using prior period foreign [removed: currency] exchange rates applied to current period transactional currency amounts.

While changes in foreign currency exchange rates affect our reported results, we have a foreign currency [removed: exchange] exposure management program in which we use foreign [removed: currency] exchange contracts, designated as cash flow hedges, intended to reduce the impact on earnings from foreign [removed: currency] exchange rate movements.

Gains and losses from these foreign [removed: currency] exchange contracts are recognized as a component of transaction revenues or operating expenses (as applicable) in the same period the forecasted transactions impact earnings.

| [removed: ] [added: ] | | | | | | | | | [removed: 35] [added: 33] | | |

In the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the year-over-year foreign [removed: currency] exchange rate movements relative to the U.S. dollar had the following impact on our reported results:

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | | [added: | | | 2024 | | | | | | 2023 | | |]

| [removed: Favorable (unfavorable)] [added: (Unfavorable) favorable] impact to net revenues (exclusive of hedging impact) | | | $ | [removed: 128] [added: (18)] | | | | | $ | [removed: (949)] [added: 128] | |

| Hedging impact | | | [removed: 111] [added: 48] | | | | | | [removed: 462] [added: 111] | | |

| Favorable [removed: (unfavorable)] impact to net revenues | | | [removed: 239] [added: 30] | | | | | | [removed: (487)] [added: 239] | | |

| [added: Favorable] (Unfavorable) [removed: favorable] impact to operating expense | | | [removed: (29)] [added: 28] | | | | | | [removed: 492] [added: (29)] | | |

| Net favorable impact to operating income | | | $ | [removed: 210] [added: 58] | | | | | $ | [removed: 5] [added: 210] | |

While we enter into foreign [removed: currency] exchange contracts to help reduce the impact on earnings from foreign [removed: currency] exchange rate movements, it is impossible to [removed: predict or] eliminate the total effects of this exposure.

We also use foreign [removed: currency] exchange contracts, designated as net investment hedges, to reduce the foreign [removed: currency] exchange risk related to our investment in certain foreign subsidiaries.

Given that we also have foreign [removed: currency] exchange risk on our assets and liabilities denominated in currencies other than the functional currency of our subsidiaries, we have an additional [added: balance sheet] foreign currency [removed: exchange] exposure management program in which we use foreign [removed: currency] exchange contracts to help offset the impact of foreign [removed: currency] exchange rate movements on our assets and liabilities.

The foreign [removed: currency] exchange gains and losses on our assets and liabilities are recorded in other income (expense), net, and are offset by the gains and losses on the foreign [removed: currency] exchange contracts.

At PayPal, our mission is to revolutionize commerce globally.

Our products are designed to enable digital payments and simplify commerce experiences for consumers and merchants to make selling, shopping, and sending and receiving money simple, personalized, and secure, online or offline, including mobile.

Our two-sided platform serves millions of consumers and merchants worldwide.

There can be no assurance that our security measures will provide sufficient protection or security to prevent breaches or attacks.

Our operating margin remained consistent at 17% for both 2024 and 2023.

| | | | 2024 | | | | | | 2023 | | |

While we have processes in place to mitigate these risks, it is impossible to eliminate the total effects of any possible exposure associated with setting foreign exchange rates on our payments platform.

As a result of ongoing negotiations with merchants, including our stronger focus on profitable growth, we expect lower volume and transaction revenue growth from our Braintree offerings in 2025.


Revenue from the partner institution is earned primarily through our revenue share associated with our U.S. revolving consumer credit product and PayPal and Venmo branded credit cards.

Revenues from other value added services were also impacted by an approximately $180 million decline from: lower interest and fee revenue on our PayPal Business Loan (“PPBL”) products, lower revenues from Honey, and lower revenues resulting from the sale of Happy Returns in the forth quarter of 2023.

Not meaningful.

Transaction expense increased $1.3 billion, or 9%, in 2024 compared to 2023 due to Braintree, which has a higher expense rate than our other products and services, representing a larger portion of TPV.

The decrease in transaction expense rate in 2024 compared to 2023 was attributable to favorable changes in regional mix, product mix, and certain third-party pricing incentives within our core PayPal products and services.

The decrease in transaction losses and the associated transaction loss rate in 2024 was primarily due to lower losses from our Venmo products and services resulting from enhanced risk mitigation strategies.

Credit losses decreased $162 million in 2024 compared to 2023.

Credit losses in the year ended December 31, 2024 were primarily attributable to loan originations during the period partially offset by improvement in the credit quality of loans outstanding.

In December 2024, this agreement was amended and restated to extend the commitment period to December 2026 and to increase the maximum balance of loans that can be sold at a time.

The consumer loans and interest receivable balance as of December 31, 2024 and 2023 was $5.4 billion and $4.8 billion, respectively, net of participation interest sold, reflecting an increase of 13%.

The increase was driven primarily by growth of approximately $390 million and $250 million in our installment credit products driven by growth in Japan and the U.S., respectively, as well as growth of approximately $170 million in our revolving credit product in the U.K., partially offset by a decline of approximately $180 million in our installment credit products in Germany due to the forward-flow arrangement with the global investment firm.

| | | | 2024 | | | | | | 2023 | | |

Changes to such parameters in 2024 resulted in an increase of U.S. interest-bearing installment loan originations in 2024.

The increase was due primarily to growth of approximately $170 million in our PayPal Working Capital (“PPWC”) product portfolio, primarily from the U.S., Germany and the U.K., as well as growth of approximately $110 million in our PPBL product in the U.S.

| | | | 2024 | | | | | | 2023 | | |

Changes to such parameters resulted in an increase in PPBL originations in 2024.

The decline in customer support and operations expenses year-over-year was also impacted by a reduction in other costs incurred related to delivery of our products, including warehouses, shipping, and payment devices and a decrease in contractors and consulting costs, partially offset by an increase in customer onboarding and compliance costs and card issuance costs.

Sales and marketing expenses increased $192 million, or 11%, in 2024 compared to 2023 due primarily to higher spend of approximately $260 million on marketing and brand advertising, including the launch of our PayPal Everywhere advertising campaign, partially offset by a decline in employee-related costs.

Technology and development expenses remained consistent in 2024 compared to 2023 due primarily to a decline in employee-related costs associated with headcount reduction offset by an increase in costs related to contractors and consultants and software maintenance costs.

The associated restructuring charges during the year ended December 31, 2024 were $307 million and included employee severance and benefits costs and stock-based compensation expense, which were substantially completed by the fourth quarter of 2024.

Other income (expense), net of $4 million in 2024 decreased $379 million compared to $383 million in 2023.

Our effective income tax rate in 2024 remained consistent compared to 2023 and was impacted primarily by changes in jurisdictional mix of income, U.S. income taxed at different rates, discrete tax adjustments, and tax expense in prior period associated with sale of a divested business.

| | | | 2024 | | | | | | 2023 | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Net cash provided by operating activities grew $2.6 billion in 2024 compared to 2023 due primarily to changes in deferred taxes of approximately $900 million, changes in working capital of approximately $760 million, an increase of approximately $530 million in sales and repayments of loans receivable held for sale, net of originations, and an impact of approximately $490 million from losses on strategic investments.

Net cash provided by investing activities increased $837 million in 2024 compared to 2023 due primarily to an increase of $5.9 billion from changes related to funds receivable, partially offset by a decrease of $3.0 billion in sales and repayments of loans receivables, net of purchases and originations, and an increase of $1.6 billion in purchases of investments, net of sales and maturities.

Net cash used in financing activities increased $5.3 billion in 2024 compared to 2023 due primarily to a decrease of $3.8 billion from changes related to funds payable and amounts due to customers, an increase of $1.0 billion in share repurchases of our common stock, and an increase of approximately $590 million in repayments, net of borrowings under financing arrangements.

Accordingly, at December 31, 2024, no borrowing capacity was available under the Paidy Credit Agreement.

In December 2024, this agreement was amended and restated to extend the commitment period to December 2026 and to increase the maximum balance of loans that can be sold at a time.

| 2025 | | | $ | 849 | | | | | $ | 171 | | | | | 354 | | | | | | $ | 1,542 | | | | | $ | 2,916 | |

| 2026 | | | 578 | | | | | | 177 | | | | | | — | | | | | | 1,738 | | | | | | 2,493 | | |

We are a leading technology platform that enables digital payments and simplifies commerce experiences on behalf of merchants and consumers worldwide.

PayPal is committed to democratizing financial services to help improve the financial health of individuals and to increase economic opportunity for entrepreneurs and businesses of all sizes around the world.

Our goal is to enable our merchants and consumers to manage and move their money anywhere in the world in the markets we serve, anytime, on any platform, and using any device when sending payments or getting paid, including person-to-person payments.

MACROECONOMIC ENVIRONMENT

The broader implications of the macroeconomic environment, including uncertainty around recent international conflicts including the Russia and Ukraine conflict, supply chain shortages, a recession globally or in markets in which we operate, higher inflation rates, higher interest rates, and other related global economic conditions, remain unknown.

A deterioration in macroeconomic conditions could continue to increase the risk of lower consumer spending, merchant and consumer bankruptcy, insolvency, business failure, higher credit losses, foreign currency exchange fluctuations, or other business interruption, which may adversely impact our business.

If these conditions continue or worsen, they could adversely impact our future financial and operating results.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Our operating margin was 17% and 14% in 2023 and 2022, respectively, reflecting the positive impact of operating efficiencies in our business and gain on sale of a divested business, partially offset by the negative impact of an increase in transaction expense.

Transaction revenues for the year ended December 31, 2023 were also impacted unfavorably by lower net gains due to hedging activities as compared to the same period of the prior year.

Not meaningful

These drivers positively impacting revenues from other value added services were partially offset by a decline in revenue earned from our PayPal Honey product and a lower revenue share earned from an independent chartered financial institution (“partner institution”).

Transaction expense increased by $2.2 billion, or 18%, in 2023 compared to 2022 due primarily to an increase in TPV of 13% and unfavorable changes in product mix.

The increase in transaction expense rate in 2023 compared to 2022 was also attributable to unfavorable changes in product mix with a higher proportion of TPV from unbranded card processing volume, which generally has higher expense rates than other products and services, partially offset by favorable changes in regional mix with respect to our core PayPal products and services.

The increase in transaction losses in 2023 was primarily attributable to lower recoveries compared to 2022 and higher losses related to fraud schemes, partially offset by a $39 million loss related to an ongoing merchant insolvency proceeding in 2022 with no activity of comparable individual magnitude in the current period.

Credit losses increased by $88 million in 2023 compared to 2022.

During 2023 and 2022, allowances for our merchant and consumer portfolios included qualitative adjustments that took into account uncertainty with respect to macroeconomic conditions, and around the financial health of our borrowers, including the effectiveness of loan modification programs made available to merchants.

Loans and interest receivable, held for sale, represents the portion of our installment consumer receivables that we intend to sell.

This portfolio includes the substantial majority of our United Kingdom (“U.K.”) and other European buy now, pay later loan receivables.

The consumer loans and interest receivable balance as of December 31, 2023 and 2022 was $4.8 billion and $5.9 billion, respectively, net of participation interest sold, representing a year-over-year decrease of 19% driven by the sale of eligible consumer installment receivables in the U.K. and other European countries, as discussed above, partially offset by the expansion of our revolving credit product in the U.K. and our installment credit products in Japan.

(1) Amounts as of December 31, 2023 exclude loans and interest receivable, held for sale.

In response to declining performance, a number of risk mitigation strategies were implemented in the third quarter of 2023, which resulted in reduced originations for our U.S. interest-bearing installment product.

The significant decline in the merchant receivable portfolio year-over-year due to repayments and reduced originations also resulted in higher delinquency and charge-off rates as a percentage of outstanding loan balance as of December 31, 2023.

In response to declining performance, a number of risk mitigation strategies were implemented throughout 2023, which resulted in reduced originations for our PPBL product.

Sales and marketing expenses decreased $448 million, or 20%, in 2023 compared to 2022 due primarily to lower spending on targeted user incentives and marketing campaigns, and to a lesser extent, a decline in amortization of acquired intangibles.

Technology and development expenses decreased $280 million, or 9%, in 2023 compared to 2022 due primarily to lower intangible amortization and a decline in costs related to contractors and consultants.


In the fourth quarter of 2023, we completed the sale of Happy Returns and recorded a pre-tax gain of $339 million, net of transaction costs.

For additional information on the divestiture, see “Note 4—Business Combinations and Divestitures” in the notes to the consolidated financial statements included in this Form 10-K.

This effort focused on reducing redundant operations and simplifying our organizational structure.

The associated restructuring charges during the year ended December 31, 2022 were $121 million.

We primarily incurred employee severance and benefits costs, as well as associated consulting costs.

The strategic actions associated with this plan were substantially completed by the fourth quarter of 2022.

The decrease in our effective income tax rate in 2023 compared to 2022 was primarily attributable to higher tax expense in the prior year related to the intra-group transfer of intellectual property.

The net cash provided by operating activities of $4.8 billion in 2023 was due primarily to operating income of $5.0 billion, as well as adjustments for non-cash expenses including provision for transaction and credit losses of $1.7 billion, stock-based compensation of $1.5 billion, and depreciation and amortization of $1.1 billion.

Cash flows from operating activities was also impacted by proceeds from repayments and sales of loans receivable, originally classified as held for sale, of $10.8 billion and changes in other assets of $203 million.

These changes, which favorably impacted cash generated from operations, were offset by originations of loans receivable, held for sale of $11.5 billion, actual cash transaction losses incurred during the period of $1.2 billion, changes in deferred income taxes of $668 million, gain on divestiture of business, excluding transaction costs, of $356 million, net accretion of investments purchased at a discount of $367 million, and changes in liabilities of $222 million.

The net cash provided by operating activities of $5.8 billion in 2022 was due primarily to operating income of $3.8 billion, as well as adjustments for non-cash expenses including provision for transaction and credit losses of $1.6 billion, depreciation and amortization of $1.3 billion, and stock-based compensation of $1.3 billion.

Cash flows from operating activities was also impacted by net losses on our strategic investments of $304 million, and an increase in other liabilities of $856 million.

Market risk is the potential for economic losses to be incurred on market risk sensitive instruments arising from adverse changes in market factors such as interest rates, foreign [removed: currency] exchange rates, and equity investment risk.

Management establishes and oversees the implementation of policies governing our investing, funding, and foreign [removed: currency] [added: exchange] derivative activities intended to mitigate market risks.

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] approximately [removed: 59%] [added: 47%] and [removed: 57%,] [added: 59%,] respectively, of our total cash, cash equivalents, and investment portfolio (excluding restricted cash and strategic investments) was held in cash and cash equivalents.

A hypothetical 100 basis points increase in interest rates would have resulted in a decrease in the fair value of our cash equivalents and available-for-sale debt securities investment by approximately [removed: $122] [added: $101] million and [removed: $161] [added: $122] million at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

As of [added: both] December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had [added: an aggregate principal amount of] $10.6 billion [removed: and $10.4 billion, respectively,] in fixed rate debt with varying maturity dates.

| [removed: ] [added: ] | | | | | | | | | [removed: 53] [added: 50] | | |

As of [added: both] December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we also had revolving credit facilities of approximately $5.6 billion [removed: and $5.7 billion, respectively,] available to us.

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022, ¥50.0] [added: 2023, ¥90.0] billion (approximately [removed: $355] [added: $574] million) and [removed: ¥64.3] [added: ¥50.0] billion (approximately [removed: $491] [added: $355] million), respectively, was outstanding under these facilities.

FOREIGN [removed: CURRENCY] EXCHANGE [removed: RATE] RISK

We have significant operations internationally that are denominated in foreign currencies, primarily the British pound, Euro, Australian dollar, and Canadian dollar, which subject us to foreign [removed: currency] exchange [removed: rate] risk and may adversely impact our financial results.

Our cash flows, results of operations, and certain of our intercompany balances that are exposed to foreign [removed: currency] exchange rate fluctuations may differ materially from expectations, and we may record significant gains or losses due to foreign currency fluctuations and related hedging activities.

We considered the historical trends in foreign [removed: currency] exchange rates and determined that it was reasonably possible that changes in exchange rates of 10% for all currencies could be experienced in the near term.

We have a foreign currency [removed: exchange] exposure management program designed to identify material foreign currency exposures, manage these exposures, and reduce the potential effects of currency fluctuations on our consolidated cash flows and results of operations through the execution of foreign [removed: currency] exchange contracts.

These foreign [removed: currency] exchange contracts are accounted for as derivative instruments; for additional details related to our foreign [removed: currency] exchange contracts, please see “Note 10—Derivative Instruments” to the consolidated financial statements included in this Form 10-K.

We use foreign [removed: currency] exchange [removed: forward] contracts to protect our forecasted U.S. dollar-equivalent earnings and our investment in foreign subsidiaries from adverse changes in foreign [removed: currency] exchange rates.

These hedging contracts reduce, but do not entirely eliminate, the impact of adverse foreign [removed: currency] exchange rate movements.

If the U.S. dollar weakened by a hypothetical 10% at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the amount recorded in AOCI related to our foreign [removed: currency] exchange [removed: forward] contracts, before taxes, would have been approximately [removed: $622] [added: $380] million and [removed: $710] [added: $622] million lower, respectively, before considering the offsetting impact of the underlying hedged item.

We have an additional [added: balance sheet] foreign currency [removed: exchange] management program in which we use foreign [removed: currency] exchange contracts to help offset the foreign [removed: currency] exchange risk on our assets and liabilities denominated in currencies other than the functional currency of our subsidiaries.

The foreign [removed: currency] exchange gains and losses on our assets and liabilities are recorded in other income (expense), net, and are offset by the gains and losses on the foreign [removed: currency] exchange contracts.

| [removed: ] [added: ] | | | | | | | | | [removed: 54] [added: 51] | | |

Adverse changes in exchange rates of a hypothetical 10% for all foreign currencies would have resulted in a negative impact on income before income taxes of approximately [removed: $417] [added: $470] million and [removed: $173] [added: $417] million at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, without considering the offsetting effect of foreign [removed: currency] exchange contracts.

Foreign [removed: currency] exchange contracts in place as of December 31, 2023 would have positively impacted income before income taxes by approximately $400 million, resulting in a net negative impact of approximately $17 million.

Foreign [removed: currency] exchange contracts in place as of December 31, [removed: 2022] [added: 2024] would have positively impacted income before income taxes by approximately [removed: $144] [added: $445] million, resulting in a net negative impact of approximately [removed: $29] [added: $25] million.

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] our strategic investments totaled [removed: $1.8] [added: $1.6] billion and [removed: $2.1] [added: $1.8] billion which represented approximately [removed: 11%] [added: 10%] and [removed: 14%] [added: 11%] of our total cash, cash equivalents, and short-term and long-term investment portfolio at [removed: each of] those respective dates.

A hypothetical adverse change of 10% in the carrying value of our strategic investments as of December 31, [removed: 2023,] [added: 2024,] which could be experienced in the near term, would have resulted in a decrease of approximately [removed: $184] [added: $156] million to the carrying value of the portfolio.

| [removed: ] [added: ] | | | | | | | | | 4 | | |

We operate a global, two-sided network at scale that connects [removed: merchants and] consumers [added: and merchants] with [removed: 426 million active accounts (consisting of 391] [added: 434] million [removed: consumer] active accounts [removed: and 35 million merchant active accounts)] across approximately 200 markets as of December 31, [removed: 2023.][added: 2024.]

We [removed: enable] [added: provide] consumers [removed: to exchange funds more safely] with [added: a digital wallet that enables them to send payments to] merchants [added: securely] using a variety of funding sources, which may include a bank account, a PayPal or Venmo account balance, [removed: PayPal and Venmo branded credit products including] our [removed: installment] [added: consumer credit] products, a credit card, a debit card, certain cryptocurrencies, or other stored value products such as gift cards, and eligible rewards.

We also earn revenue by providing other [removed: value-added] [added: value added] services, which primarily comprise revenue earned through partnerships, interest and fees from our [removed: merchant and] consumer [added: and merchant] credit products, interest earned on certain assets underlying customer balances, referral fees, subscription fees, and gateway services.

| [removed: ] [added: ] | | | | | | | | | 5 | | |

We measure the scale of our platform and the relevance of our products and services to our customers through certain metrics, including [removed: total payment volume,] [added: TPV,] payment transactions, and active accounts:

[removed: *Total payment volume (“TPV”)*] [added: *TPV*] is the value of payments, net of payment reversals, successfully completed on our payments platform or enabled by PayPal via a partner payment solution, not including gateway-exclusive transactions.

*Number of payment transactions* [removed: are] [added: is] the total number of payments, net of payment reversals, successfully completed on our payments platform or enabled by PayPal via a partner payment solution, not including gateway-exclusive transactions.

Our business is built on a strong foundation designed to drive [added: profitable] growth and differentiate us from our competitors.

A critical element of our overall growth strategy involves [removed: increasing the engagement of our] [added: driving an increase in monthly] active accounts, which we expect will contribute to growth in payment transactions, [removed: total payment volume,] [added: TPV,] and net revenues.

| [removed: ] [added: ] | | | | | | | | | 6 | | |

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 426 million active accounts, consisting of 391 million consumer active accounts and 35] [added: 434] million [removed: merchant] active accounts in approximately 200 [removed: markets] [added: markets1] around the world.

[removed: A] [added: 1A] market is a geographic area or political jurisdiction, such as a country, territory, or protectorate, in which we offer some or all of our products and services.

- *Trusted brands—*we have built and strengthened well-recognized and trusted brands, including PayPal, [removed: Braintree,] [added: Venmo,] and [removed: Venmo.][added: Braintree.]

[removed: MERCHANT] [added: CONSUMER] AND [removed: CONSUMER] [added: MERCHANT] PAYMENT SOLUTIONS

| [removed: ] [added: ] | | | | | | | | | 7 | | |

We offer a [removed: seamless,] [added: seamless] omnichannel solution that helps merchants manage and grow their business.

We offer access to merchant financing products for eligible small and medium-sized businesses through the [removed: PayPal Working Capital] [added: PPWC] and [removed: PayPal Business Loan] [added: PPBL] products, which we collectively refer to as our merchant financing solutions.

The [removed: PayPal Working Capital] [added: PPWC] product allows businesses to access a loan or cash advance for a fixed fee, based on their annual payment volume processed by PayPal.

The [removed: PayPal Business Loan] [added: PPBL] product provides businesses with access to short-term financing for a fixed fee or interest based on an evaluation of [removed: both] the applying business as well as the business owner.

In the [removed: United States (“U.S.”),] [added: U.S.,] these products are provided under a program agreement with an independent chartered financial institution.

We also earn revenues from interest and fees earned on our merchant loans [removed: receivables.][added: and advances and interest earned on certain assets underlying customer balances.]

Our goal is to create the simplest checkout experience possible for consumers [removed: both] online [removed: and on mobile devices.][added: or offline, including mobile.]

We also offer consumers [removed: P2P] [added: person-to-person (“P2P”)] payment solutions for domestic and international transfers through our PayPal, Venmo, and Xoom products and services.

Our Venmo digital wallet in the [removed: U.S.] [added: United States (“U.S.”)] is a leading mobile application used to move money between our [removed: customers and to make purchases at select merchants.][added: customers.]

We also focus on simplifying and personalizing shopping experiences for our consumers by offering tools for product discovery, price tracking, saving through deals and offers, convenient package tracking, and redemption of shopping [removed: rewards, which help our merchants to increase consumer engagement and sales conversion.][added: rewards.]

[removed: Our goal is to] [added: We] drive increased consumer engagement by providing consumers with a wide range of services to manage their finances and enhance their ability to shop online and [removed: in person.][added: offline.]

| [removed: ] [added: ] | | | | | | | | | 8 | | |

PROTECTING [removed: MERCHANTS] [added: CONSUMERS] AND [removed: CONSUMERS][added: MERCHANTS]

Protecting [removed: merchants and] consumers [added: and merchants] on our payments platform from financial and fraud loss is important to successfully compete and sustainably grow our business.

Fraudulent activities, such as account takeover, identity theft (including stolen financial information), and malicious activities by counterparties, represent a significant risk to [removed: merchants] [added: consumers] and [removed: consumers,] [added: merchants,] as well as their payment partners.

In addition to the protections afforded by applicable law, we provide [removed: merchants and] consumers [added: and merchants] with protection programs for certain purchase transactions completed on our payments platform.

Our protection programs help protect both [removed: merchants and] consumers [added: and merchants] from financial loss resulting from, among other things, counterparty non-performance.

These programs are designed to promote confidence on the part of both consumers, who will [removed: not] be [removed: required to pay] [added: reimbursed] in certain circumstances, such as not receiving their purchased item in the condition significantly as described, [removed: and] [added: as well as] merchants, who will receive payment [removed: for delivering] [added: in certain circumstances, such as establishing proof of shipment or delivery of] an item to the customer.

Our ability to help protect both [removed: merchants and] consumers [added: and merchants] is based largely on our proprietary, end-to-end payments platform and our ability to utilize the data from both sides of transactions on our two-sided network, specifically from buyers and sellers and from senders and receivers of payments.

The global payments industry is highly competitive, dynamic, [removed: highly] [added: and] innovative, and [removed: increasingly] subject to regulatory scrutiny and oversight.

Many of the areas in which we compete evolve rapidly with innovative and disruptive technologies, shifting user preferences and needs, price sensitivity of [removed: merchants] [added: consumers] and [removed: consumers,] [added: merchants,] and frequent introductions of new products and services.

We also face competition from providers offering a variety of payment products and [removed: services,] [added: services ranging from broader platform solutions to point solutions focused on a specific functionality or feature,] including tokenized and contactless payment cards, digital wallets and mobile payments solutions, credit, installment or other buy [removed: now] [added: now,] pay later methods, real-time payment systems, P2P payments and money remittance services, card readers and other devices or technologies for payment at point of sale (such as contactless cards, tokenized cards, Near Field Communication (NFC) based solutions, and Quick Response (QR) code based solutions), [added: value added services related to payments (such as payouts, payment orchestration, foreign exchange and risk solutions),] virtual currencies (such as cryptocurrencies and stablecoins) and distributed ledger technologies, and tools that simplify and personalize shopping experiences for consumers and merchants.

[removed: We] [added: In addition, we] differentiate ourselves to merchants through our ability to innovate and develop products and services that offer new payment experiences [added: or functionality] for our merchants, demonstrate that they may achieve incremental sales by using and offering our services to consumers, and support transactions on our payments platform across varied technologies and payment methods; through the simplicity and transparency of our fee structure; and through our seller protection programs, analytics, and risk management, as well as other merchant services.

[removed: In addition, we] [added: We] differentiate ourselves to consumers through our broad acceptance and the ability to use our products and services across multiple commerce channels, including e-commerce, mobile, and [removed: in person] [added: offline] payments, and without sharing their financial information with the merchant or any other party they are paying; our customer service, dispute resolution, and purchase protection programs; and our ability to simplify and personalize shopping experiences.

At PayPal Holdings, Inc., our mission is to revolutionize commerce globally.

Our products are designed to enable digital payments and simplify commerce experiences for consumers and merchants to make selling, shopping, and sending and receiving money simple, personalized, and secure, online or offline, including mobile.

Our two-sided platform serves millions of consumers and merchants worldwide.

We help consumers transact quickly and securely with merchants, manage their financial lives, and send to and receive money from friends and family around the globe.

We help merchants connect with customers, increase conversion rates and sales, and grow their businesses in the markets where our services are available.

We provide large enterprises and small and medium businesses with online branded checkout solutions, including PayPal and Venmo; online unbranded payments processing, including Braintree and PayPal Complete Payments; our buy now, pay later solutions, which we refer to as PayPal Pay Later; in-person point of sale systems, including Zettle; business financing, including PayPal Working Capital (“PPWC”) and PayPal Business Loan (“PPBL”); payouts capabilities; and risk tools.

In 2024, we processed $1.68 trillion of total payment volume (“TPV”), an increase of 10% compared to 2023, and 26.3 billion payment transactions, an increase of 5% compared to 2023.

As of December 31, 2024, we had 434 million active accounts, an increase of 2% compared to December 31, 2023.

- *Two-sided platform—*we facilitate online and offline transactions for millions of consumers and merchants.

Our relationship on both sides of a transaction enables us to offer unique product experiences designed to remove friction, drive sales, and enhance shopping experiences.

We utilize the data about how our customers use our platform to continually innovate and improve it.

*•Open ecosystem—*we are technology and platform agnostic.

This approach allows our merchants to offer and use a variety of our branded and unbranded payment processing solutions and business financing products, alongside other tools.

We give consumers flexibility to make and receive payments using a wide variety of funding options and digital wallet solutions, including their bank account, PayPal and Venmo account balance, buy now, pay later, debit and credit options.

We help consumers transact securely with merchants, manage their financial lives, and send to and receive money from friends and family around the globe.

Our PayPal and Venmo branded checkout experiences allow customers to complete purchases in just a few steps without having to enter payment and address information.

Our PayPal- and Venmo-branded debit and credit cards give consumers the ability to transact in-person through our platform and earn incentives, including cash-back rewards.

We also earn revenue from interest earned on certain assets underlying customer balances.

Merchants use our solutions to increase conversion rates and grow and manage their business.

We employ a technology and platform agnostic approach intended to enable merchants of all sizes to utilize our various products.

Our PayPal and Venmo branded checkout experiences allow customers to complete purchases in just a few steps without having to enter payment and address information.

These seamless experiences reduce cart abandonment and drive higher conversion rates for merchants.

Our buy now, pay later solutions are embedded into our branded checkout experiences, which can help increase consumer spend and enable merchants to grow sales.

Our unbranded payments processing solutions, which includes Braintree and PayPal Complete Payments, allow merchants to quickly and easily provide digital checkout online with a variety of popular ways to pay, including debit and credit cards, digital wallets, PayPal Pay Later, and local payment methods.

We offer a suite of value added services, including payouts, payments orchestration, and fraud prevention and risk management solutions that help reduce merchant losses through proprietary protection programs.

We also offer omnichannel solutions that allow merchants to make sales in person using our Zettle by PayPal app, card reader, or point of sale systems.

- *Accelerating growth in our branded checkout business*: by improving our user experience, including by reducing friction and enhancing rewards, we will drive consumer selection and increase conversion rates for merchants.

This strategy will increase our customers’ engagement with our products and services.

- *Unlocking the power of data*: by responsibly utilizing data in our two-sided platform to personalize consumer offerings, we will create more value for our customers, improve the interconnectedness of our platform, and tap into new sources of revenue and profitable growth.

- *Increasing offline engagement*: through our PayPal-branded debit and credit cards, rewards programs, and seamless integration into other digital wallets that support in-store payments, we are giving consumers more reasons to use PayPal and Venmo for offline purchases.

Providing consumers more opportunities to use PayPal for omnichannel purchases will help us to drive engagement.

- *One PayPal platform:* by investing in state-of-the-art technology, architecture, and processes to deliver high-quality products and services to our customers more efficiently and effectively.

CORPORATE SUSTAINABILITY & IMPACT MANAGEMENT

PayPal is committed to creating a more inclusive digital economy for the customers and communities we serve across the world.

PayPal offers a comprehensive benefits package designed to support employees at every stage of life while helping our employees to prepare for the future.

In October 2024, we moved to hybrid as our primary way of working at PayPal.

As of December 31, 2024, approximately half of our employees worked a hybrid schedule while the remaining were fully virtual.

Any references to our websites or online and social media contained in this Form 10-K are intended to be inactive textual references only.

PayPal Holdings, Inc. was incorporated in Delaware in January 2015 and is a leading technology platform that enables digital payments and simplifies commerce experiences on behalf of merchants and consumers worldwide.

PayPal is committed to democratizing financial services to help improve the financial health of individuals and to increase economic opportunity for entrepreneurs and businesses of all sizes around the world.

Our goal is to enable our merchants and consumers to manage and move their money anywhere in the world in the markets we serve, anytime, on any platform, and using any device when sending payments or getting paid, including person-to-person (“P2P”) payments.

We believe that effective management of non-financial risks and opportunities, including environmental, social, and governance (“ESG”) topics, helps to create value for our stakeholders and deliver on our mission and strategy.

We also believe that our core values help stimulate the creativity and engagement of our global workforce to deliver products and services designed to meet the diverse needs of our customers.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |


PayPal’s payment solutions enable our customers to connect, transact, and send and receive payments, whether they are online or in person.

We provide proprietary payment solutions accepted by merchants that enable the completion of payments on our platform on behalf of our customers.

We offer our customers the flexibility to use their PayPal or Venmo accounts to send and receive payments for goods and services, as well as the ability to transfer and withdraw funds.

Our PayPal and Venmo products also make it safer and simpler for friends and family to transfer funds to each other.

We offer merchants an end-to-end payments solution that provides authorization and settlement capabilities, as well as instant access to funds and payouts.

We help merchants connect with their customers, and offer tools and insights to help increase sales, power omnichannel experiences, and manage risk.

We also help reduce the friction typically involved in cross-border commerce by offering consumers a simple payment experience and by enabling merchants to extend their reach to consumers in the global markets in which our services are available.


- *Two-sided network—*our payments platform connecting merchants and consumers enables PayPal to offer unique end-to-end product experiences designed to remove friction for consumers and drive sales conversion for merchants while gaining valuable insights into how our customers use our platform.

Our payments platform provides for digital and in-store (at the point of sale) transactions while being both technology and platform agnostic.

- *Merchant and consumer choice—*our branded and unbranded card processing payment solutions support an open ecosystem that provides choice to both merchants and consumers, enabling flexibility to make and receive payments using a wide variety of different funding options and digital wallet solutions.

In 2023, we processed $1.53 trillion of TPV.


In late 2023, we reorganized our operations to be more closely aligned to the customers we serve—consumers, small businesses, and large enterprises—and to help enable our teams to deliver more seamless and differentiated end-to-end experiences.

We partner with our merchants to help grow and expand their businesses by providing global reach and powering all aspects of digital checkout.

We offer alternative payment methods including access to credit solutions, provide fraud prevention and risk management solutions, reduce merchant losses through proprietary protection programs, and offer tools and insights for utilizing data analytics to help merchants attract and engage customers and improve sales conversion.

We employ a technology and platform agnostic approach intended to enable merchants of all sizes to quickly and easily provide digital checkout online, including through PayPal-branded checkout and unbranded card processing (primarily consisting of Braintree), as well as in person at the point of sale, across all platforms and devices, and to securely and simply receive payments from their customers.

PayPal’s payments platform enables merchants to accept all types of online and in person payments, including those made with the PayPal and Venmo digital wallets, our consumer credit products, credit cards and debit cards, and competing digital wallets, as well as other popular local payment methods.

By offering simplified and personalized shopping experiences for consumers, we help merchants drive increased engagement and sales conversion.

We focus on providing affordable, convenient, and secure consumer financial products and services intended to facilitate the management and movement of money.

We provide consumers with a digital wallet that enables them to send payments to merchants more safely using a variety of funding sources, which may include a bank account, a PayPal or Venmo account balance, our consumer credit products, a credit card, a debit card, certain cryptocurrencies, or other stored value products such as gift cards, and eligible rewards.

We have expanded our consumer value proposition through enhancements to the PayPal and Venmo digital wallets, which provide functionality to enable consumers to more easily check out, explore deals and offers, track and redeem rewards, and to transact with certain cryptocurrencies, including buying, holding, selling, sending, and receiving them in certain markets.

- *Growing our core business*: through expanding our global capabilities, customer base and scale, increasing our customers’ engagement with our products and services by better addressing their everyday needs to access, manage, and move money, creating seamless checkout experiences, and expanding the adoption of our solutions by merchants and consumers;

PayPal U.K. is authorized and regulated by the FCA from November 1, 2023.

ESG MANAGEMENT

PayPal is committed to creating a more inclusive global economy and advancing our core values of Inclusion, Innovation, Collaboration, and Wellness across our communities, workforce, and strategies.

Attracting, recruiting, developing, and retaining diverse talent enables us to provide our customers with products and services that help them to thrive in the global economy.

A year after launch, 78% of employees responding to a global survey reported that the leadership principles are now part of their day-to-day work.

We also remain focused on promoting the physical, mental, and financial wellness of our employees, particularly as our workforce continues to navigate changes in where and how we work and operate in a dynamic and competitive environment.

Employee engagement

This year, our 2023 annual employee survey was conducted in September, between the announcement of the appointment of Alex Chriss as PayPal’s new CEO and his assumption of the role.

We heard from 82% of our global employees.

For the fiscal year ended December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

(408) [removed: 967-1000][added: 967-7000]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $73.4] [added: $59.8] billion based on the closing sale price as reported on the NASDAQ Global Select Market.

Portions of the registrant’s definitive proxy statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, [removed: 2023.][added: 2024.]

| Item 1. | | | [removed: [Business](#i1f56b845cf89409c91714e0acd7818b5_16)] [added: [Business](#ib3dae5da836145059661d448b661f3a4_16)] | | | [removed: [4](#i1f56b845cf89409c91714e0acd7818b5_16)] [added: [4](#ib3dae5da836145059661d448b661f3a4_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i1f56b845cf89409c91714e0acd7818b5_19)] [added: Factors](#ib3dae5da836145059661d448b661f3a4_19)] | | | [removed: [16](#i1f56b845cf89409c91714e0acd7818b5_19)] [added: [14](#ib3dae5da836145059661d448b661f3a4_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i1f56b845cf89409c91714e0acd7818b5_22)] [added: Comments](#ib3dae5da836145059661d448b661f3a4_22)] | | | [removed: [30](#i1f56b845cf89409c91714e0acd7818b5_22)] [added: [29](#ib3dae5da836145059661d448b661f3a4_22)] | | |

| Item 2. | | | [removed: [Properties](#i1f56b845cf89409c91714e0acd7818b5_25)] [added: [Properties](#ib3dae5da836145059661d448b661f3a4_28)] | | | [removed: [32](#i1f56b845cf89409c91714e0acd7818b5_25)] [added: [30](#ib3dae5da836145059661d448b661f3a4_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i1f56b845cf89409c91714e0acd7818b5_28)] [added: Proceedings](#ib3dae5da836145059661d448b661f3a4_31)] | | | [removed: [33](#i1f56b845cf89409c91714e0acd7818b5_28)] [added: [31](#ib3dae5da836145059661d448b661f3a4_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i1f56b845cf89409c91714e0acd7818b5_31)] [added: Disclosures](#ib3dae5da836145059661d448b661f3a4_34)] | | | [removed: [33](#i1f56b845cf89409c91714e0acd7818b5_31)] [added: [31](#ib3dae5da836145059661d448b661f3a4_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i1f56b845cf89409c91714e0acd7818b5_37)] [added: Securities](#ib3dae5da836145059661d448b661f3a4_40)] | | | [removed: [33](#i1f56b845cf89409c91714e0acd7818b5_37)] [added: [31](#ib3dae5da836145059661d448b661f3a4_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i1f56b845cf89409c91714e0acd7818b5_40)] [added: [\[Reserved\]](#ib3dae5da836145059661d448b661f3a4_43)] | | | [removed: [34](#i1f56b845cf89409c91714e0acd7818b5_40)] [added: [32](#ib3dae5da836145059661d448b661f3a4_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1f56b845cf89409c91714e0acd7818b5_46)] [added: Operations](#ib3dae5da836145059661d448b661f3a4_49)] | | | [removed: [34](#i1f56b845cf89409c91714e0acd7818b5_46)] [added: [32](#ib3dae5da836145059661d448b661f3a4_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i1f56b845cf89409c91714e0acd7818b5_64)] [added: Risk](#ib3dae5da836145059661d448b661f3a4_67)] | | | [removed: [53](#i1f56b845cf89409c91714e0acd7818b5_64)] [added: [50](#ib3dae5da836145059661d448b661f3a4_67)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i1f56b845cf89409c91714e0acd7818b5_67)] [added: Data](#ib3dae5da836145059661d448b661f3a4_70)] | | | [removed: [55](#i1f56b845cf89409c91714e0acd7818b5_67)] [added: [52](#ib3dae5da836145059661d448b661f3a4_70)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i1f56b845cf89409c91714e0acd7818b5_70)] [added: Disclosure](#ib3dae5da836145059661d448b661f3a4_73)] | | | [removed: [55](#i1f56b845cf89409c91714e0acd7818b5_70)] [added: [52](#ib3dae5da836145059661d448b661f3a4_73)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i1f56b845cf89409c91714e0acd7818b5_73)] [added: Procedures](#ib3dae5da836145059661d448b661f3a4_76)] | | | [removed: [55](#i1f56b845cf89409c91714e0acd7818b5_73)] [added: [52](#ib3dae5da836145059661d448b661f3a4_76)] | | |

| Item 9B. | | | [Other [removed: Information](#i1f56b845cf89409c91714e0acd7818b5_76)] [added: Information](#ib3dae5da836145059661d448b661f3a4_79)] | | | [removed: [56](#i1f56b845cf89409c91714e0acd7818b5_76)] [added: [53](#ib3dae5da836145059661d448b661f3a4_79)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1f56b845cf89409c91714e0acd7818b5_79)] [added: Inspections](#ib3dae5da836145059661d448b661f3a4_85)] | | | [removed: [56](#i1f56b845cf89409c91714e0acd7818b5_79)] [added: [53](#ib3dae5da836145059661d448b661f3a4_85)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1f56b845cf89409c91714e0acd7818b5_85)] [added: Governance](#ib3dae5da836145059661d448b661f3a4_91)] | | | [removed: [56](#i1f56b845cf89409c91714e0acd7818b5_85)] [added: [53](#ib3dae5da836145059661d448b661f3a4_91)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i1f56b845cf89409c91714e0acd7818b5_88)] [added: Compensation](#ib3dae5da836145059661d448b661f3a4_94)] | | | [removed: [56](#i1f56b845cf89409c91714e0acd7818b5_88)] [added: [53](#ib3dae5da836145059661d448b661f3a4_94)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1f56b845cf89409c91714e0acd7818b5_91)] [added: Matters](#ib3dae5da836145059661d448b661f3a4_97)] | | | [removed: [56](#i1f56b845cf89409c91714e0acd7818b5_91)] [added: [53](#ib3dae5da836145059661d448b661f3a4_97)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1f56b845cf89409c91714e0acd7818b5_94)] [added: Independence](#ib3dae5da836145059661d448b661f3a4_100)] | | | [removed: [56](#i1f56b845cf89409c91714e0acd7818b5_94)] [added: [53](#ib3dae5da836145059661d448b661f3a4_100)] | | |

| Item 14. | | | [Principal [removed: Account](#i1f56b845cf89409c91714e0acd7818b5_97)[a](#i1f56b845cf89409c91714e0acd7818b5_97)[nt](#i1f56b845cf89409c91714e0acd7818b5_97) [Fees] [added: Accountant Fees] and [removed: Services](#i1f56b845cf89409c91714e0acd7818b5_97)] [added: Services](#ib3dae5da836145059661d448b661f3a4_103)] | | | [removed: [56](#i1f56b845cf89409c91714e0acd7818b5_97)] [added: [54](#ib3dae5da836145059661d448b661f3a4_103)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i1f56b845cf89409c91714e0acd7818b5_103)] [added: Schedules](#ib3dae5da836145059661d448b661f3a4_109)] | | | [removed: [57](#i1f56b845cf89409c91714e0acd7818b5_103)] [added: [55](#ib3dae5da836145059661d448b661f3a4_109)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i1f56b845cf89409c91714e0acd7818b5_193)] [added: Summary](#ib3dae5da836145059661d448b661f3a4_199)] | | | [removed: [123](#i1f56b845cf89409c91714e0acd7818b5_193)] [added: [121](#ib3dae5da836145059661d448b661f3a4_199)] | | |

As of January 29, 2025, there were 989,242,452 shares of common stock outstanding.

| Item 1C. | | | [Cybersecurity](#ib3dae5da836145059661d448b661f3a4_25) | | | [29](#ib3dae5da836145059661d448b661f3a4_25) | | |

As of February 1, 2024, there were 1,071,741,864 shares of common stock outstanding.

| Item 1C. | | | [C](#i1f56b845cf89409c91714e0acd7818b5_1666)[y](#i1f56b845cf89409c91714e0acd7818b5_1666)[b](#i1f56b845cf89409c91714e0acd7818b5_1666)[er](#i1f56b845cf89409c91714e0acd7818b5_1666)[secu](#i1f56b845cf89409c91714e0acd7818b5_1666)[rity](#i1f56b845cf89409c91714e0acd7818b5_1666) | | | [31](#i1f56b845cf89409c91714e0acd7818b5_1666) | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

|  | | | | | | | | | 30 | | |

The three lines of defense model is designed to provide a structure for risk [removed: accountability] [added: management] in the first line of defense (“FLOD”), [removed: effective challenge] [added: monitoring and guidance] by the second line of defense (“SLOD”), and independent [removed: risk assurance] [added: audit] by the third line of defense (“TLOD”).

As TLOD, Internal Audit independently assesses the effectiveness of our [removed: first and second line of defense organizations in managing] cybersecurity risk [added: management] and independently reports the results of audits to our ARC Committee to assist it in its oversight duties.

| [removed: ] [added: ] | | | | | | | | | [removed: 31] [added: 29] | | |

Board members receive presentations on cybersecurity topics from our CISO and external experts from time to time as part of our continuing education to [added: the] Board on topics relevant to their service as a member of our Board.

Our cybersecurity teams’ experience includes cybersecurity incident response, in-depth security [removed: assessments] [added: assessments,] and security emulation exercises to evaluate security profile, security research, education and outreach, and security tool development.

Our Office of the Chief Information Security Officer oversees the Company's information, cyber, and technology security.

The Enterprise Risk Management Organization provides second line monitoring and guidance.

Our CISO is responsible for implementing the information security strategy, security engineering, enabling business partners, and securing customer data, digital assets, and payments.

His organization also monitors cyber regulation requirements and reviews impacts of new products and initiatives.

Our CISO has over two decades of experience as a cybersecurity professional, including as a CISO at PayPal and four other organizations including leading global financial services institutions and large scale U.S. government agencies (including within the Department of Defense).

He has an extensive record of success shepherding digital transformation aligned with business goals, launching cybersecurity frameworks, building security engineering teams, ensuring protection of assets, data, privacy, and company reputation.

Our Office of the Chief Information Security Officer serves as FLOD and provides operational and technical controls and capabilities to protect against cybersecurity risks.

Our CISO has numerous years of experience at PayPal and other organizations building security products, managing security infrastructure, providing a variety of security services, and overseeing incident response and management, escalation of security events, vulnerability scanning, and security defect management.

Our CISO organization is responsible for independently identifying, measuring, monitoring, controlling and reporting aggregate risks and for setting policies for the management and oversight of risk.

The organization monitors cyber regulation requirements, reviews impacts of new products and initiatives, conduct reviews of cyber assessments and testing activities and provides effective challenge to the FLOD risk management activities.

As of December 31, [removed: 2023,] [added: 2024,] our owned and leased properties provided us with aggregate square footage as follows:

| [removed: ] [added: ] | | | | | | | | | [removed: 32] [added: 30] | | |

As of [removed: February 1, 2024,] [added: January 29, 2025,] there were [removed: 3,942] [added: 3,773] holders of record of our common stock.

In June 2022, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to [removed: $15] [added: $15.0] billion of our common stock, with no expiration from the date of authorization.

Our stock repurchase [removed: program is] [added: programs are] intended to offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, may also be used to make opportunistic repurchases of our common stock to reduce outstanding share count.

Any share repurchases under our stock repurchase [removed: program] [added: programs] may be made through open market transactions, block trades, privately negotiated transactions, including accelerated share repurchase agreements or other means at times and in such amounts as management deems appropriate, and will be funded from our working capital or other financing alternatives.

We may terminate our stock repurchase [removed: program] [added: programs] at any time without prior notice.

The stock repurchase activity under our stock repurchase program during the three months ended December 31, [removed: 2023] [added: 2024] is summarized as follows:

| [removed: ] [added: ] | | | | | | | | | [removed: 33] [added: 31] | | |

In February 2025, our Board of Directors authorized an additional stock repurchase program that provides for the repurchase of up to $15.0 billion of our common stock, with no expiration from the date of authorization.

| Balance as of September 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 6,081 | |

| October 1, 2024 through October 31, 2024 | | | 6.5 | | | | | | $ | 79.93 | | | | | 6.5 | | | | | | | | | | | | 5,559 | | |

| November 1, 2024 through November 30, 2024 | | | 7.1 | | | | | | $ | 83.87 | | | | | 7.1 | | | | | | | | | | | | 4,963 | | |

| December 1, 2024 through December 31, 2024 | | | 1.2 | | | | | | $ | 86.61 | | | | | 1.2 | | | | | | | | | | | | 4,856 | | |

| Balance as of December 31, 2024 | | | 14.8 | | | | | | | | | | | | 14.8 | | | | | | | | | | | | $ | 4,856 | |

| Balance as of September 30, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 11,466 | |

| October 1, 2023 through October 31, 2023 | | | 1.8 | | | | | | $ | 58.13 | | | | | 1.8 | | | | | | | | | | | | 11,359 | | |

| November 1, 2023 through November 30, 2023 | | | 1.9 | | | | | | $ | 57.45 | | | | | 1.9 | | | | | | | | | | | | 11,247 | | |

| December 1, 2023 through December 31, 2023 | | | 6.4 | | | | | | $ | 60.37 | | | | | 6.4 | | | | | | | | | | | | 10,859 | | |

| Balance as of December 31, 2023 | | | 10.1 | | | | | | | | | | | | 10.1 | | | | | | | | | | | | $ | 10,859 | |

The audited consolidated financial statements covering the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] and accompanying notes listed in Part IV, Item 15(a)(1) of this Form 10‑K are included in this report.

*Evaluation of [removed: disclosure controls] [added: Disclosure Controls] and [removed: procedures.*] [added: Procedures.*] Based on the evaluation of our disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), our principal executive officer and our principal financial officer have concluded that as of December 31, [removed: 2023,] [added: 2024,] the end of the period covered by this report, our disclosure controls and procedures were effective.

Based on its evaluation under the framework in *Internal Control - Integrated Framework*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

| [removed: ] [added: ] | | | | | | | | | [removed: 55] [added: 52] | | |

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Form 10-K.

*Changes in [removed: internal controls] [added: Internal Controls] over [removed: financial reporting.*] [added: Financial Reporting.*] There were no changes in our internal controls over financial reporting as defined in [added: the] Exchange Act Rule 13a-15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

An equity trading plan is a written document that preestablishes the amounts, [removed: prices] [added: prices,] and dates (or formula for determining the amounts, [removed: prices] [added: prices,] and dates) of future purchases or sales of the Company’s stock, including sales of shares acquired under the Company’s employee and director equity plans.

On December [removed: 7, 2023, Jonathan Auerbach] [added: 10, 2024, Frank Keller, Executive Vice President, General Manager – Large Enterprise and Merchant Platform Group,] entered into an equity trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The trading plan has a duration of March [removed: 7, 2024] [added: 11, 2025] to [removed: September 10, 2024] [added: December 5, 2025] with approximately [removed: 85,839] [added: 27,700] shares (vested and net shares expected to vest over the duration of the trading plan) subject to sale under the plan.

Mr. Auerbach was serving as an executive officer of the Company at the time the trading plan was adopted.

Incorporated by reference from our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, [removed: 2023.][added: 2024.]

*Insider Trading Policies and Procedures*

The Company has insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, employees, and contractors, as well as by the Company itself.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

See “Index of Exhibits” within this Annual Report on Form 10-K for our Insider Trading Policy.

Incorporated by reference from our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, [removed: 2023] [added: 2024] (excluding the information under the subheading “Pay Versus Performance”).

Incorporated by reference from our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, [removed: 2023.][added: 2024.]

Incorporated by reference from our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, [removed: 2023.][added: 2024.]

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

|  | | | | | | | | | 53 | | |

Incorporated by reference from our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, [removed: 2023.][added: 2024.]

| [removed: ] [added: ] | | | | | | | | | [removed: 56] [added: 54] | | |

| 1. Consolidated Financial Statements | | | [removed: Page Number] [added: Page] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i1f56b845cf89409c91714e0acd7818b5_106)] [added: Firm](#ib3dae5da836145059661d448b661f3a4_112)] (PCAOB ID 238) | | | [removed: [58](#i1f56b845cf89409c91714e0acd7818b5_106)] [added: [56](#ib3dae5da836145059661d448b661f3a4_112)] | | |

| [Consolidated Balance [removed: Sheets](#i1f56b845cf89409c91714e0acd7818b5_109)] [added: Sheets](#ib3dae5da836145059661d448b661f3a4_115)] | | | [removed: [60](#i1f56b845cf89409c91714e0acd7818b5_109)] [added: [58](#ib3dae5da836145059661d448b661f3a4_115)] | | |

| [Consolidated Statements of Income [removed: (Loss)](#i1f56b845cf89409c91714e0acd7818b5_112)] [added: (Loss)](#ib3dae5da836145059661d448b661f3a4_118)] | | | [removed: [61](#i1f56b845cf89409c91714e0acd7818b5_112)] [added: [59](#ib3dae5da836145059661d448b661f3a4_118)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i1f56b845cf89409c91714e0acd7818b5_115)] [added: (Loss)](#ib3dae5da836145059661d448b661f3a4_121)] | | | [removed: [62](#i1f56b845cf89409c91714e0acd7818b5_115)] [added: [60](#ib3dae5da836145059661d448b661f3a4_121)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i1f56b845cf89409c91714e0acd7818b5_118)] [added: Equity](#ib3dae5da836145059661d448b661f3a4_124)] | | | [removed: [63](#i1f56b845cf89409c91714e0acd7818b5_118)] [added: [61](#ib3dae5da836145059661d448b661f3a4_124)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i1f56b845cf89409c91714e0acd7818b5_121)] [added: Flows](#ib3dae5da836145059661d448b661f3a4_127)] | | | [removed: [64](#i1f56b845cf89409c91714e0acd7818b5_121)] [added: [62](#ib3dae5da836145059661d448b661f3a4_127)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i1f56b845cf89409c91714e0acd7818b5_124)] [added: Statements](#ib3dae5da836145059661d448b661f3a4_130)] | | | [removed: [66](#i1f56b845cf89409c91714e0acd7818b5_124)] [added: [64](#ib3dae5da836145059661d448b661f3a4_130)] | | |

| [Schedule II—Valuation and Qualifying [removed: Accounts](#i1f56b845cf89409c91714e0acd7818b5_187)] [added: Accounts](#ib3dae5da836145059661d448b661f3a4_196)] | | | [removed: [122](#i1f56b845cf89409c91714e0acd7818b5_187)] [added: [120](#ib3dae5da836145059661d448b661f3a4_196)] | | |

| [3. Exhibits Required by Item 601 of Regulation [removed: S-K](#i1f56b845cf89409c91714e0acd7818b5_190)] [added: S-K](#ib3dae5da836145059661d448b661f3a4_202)] | | | [removed: [123](#i1f56b845cf89409c91714e0acd7818b5_190)] [added: [121](#ib3dae5da836145059661d448b661f3a4_202)] | | |

| [removed: ] [added: ] | | | | | | | | | [removed: 57] [added: 55] | | |

We have audited the accompanying consolidated balance sheets of PayPal Holdings, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income (loss), of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes and [removed: financial statement] schedule [added: of valuation and qualifying accounts for each of the three years in the period ended December 31, 2024,] listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

| [removed: ] [added: ] | | | | | | | | | [removed: 58] [added: 56] | | |

*Allowance for [added: Consumer] Loans Receivable*

As described in Notes 1 and 11 to the consolidated financial statements, [removed: as of December 31, 2023,] the [removed: Company recorded] total [added: allowance for] loans and interest receivable [removed: of $5,433 million, net] [added: was $461 million as] of [removed: an allowance] [added: December 31, 2024,] of [removed: $540 million.][added: which $341 million relates to consumer loans receivable.]

The allowance for [added: consumer] loans receivable is primarily based on expectations of credit losses based on historical lifetime loss data [removed: as well as] [added: and incorporates] macroeconomic forecasts applied to the portfolio.

The [added: consumer] loss models incorporate various portfolio [removed: attributes, as well as] [added: attributes including geographic region, loan term, delinquency, credit rating, vintage, and for the revolving credit portfolio,] macroeconomic factors such as forecasted trends in [removed: unemployment, retail e-commerce sales, and] household disposable [removed: income.][added: income and retail e-commerce sales.]

The principal considerations for our determination that performing procedures relating to the allowance for [added: consumer] loans receivable is a critical audit matter are (i) [removed: the] [added: a] high degree of auditor subjectivity and effort in performing procedures and evaluating audit evidence relating to certain [removed: models which apply] [added: consumer loss models, and for the revolving credit portfolio, forecasted] macroeconomic [removed: forecasts] [added: factors related] to [added: household disposable income and retail e-commerce sales used to] estimate expected credit losses; and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the allowance for [added: consumer] loans receivable, including controls over certain [removed: models which apply] [added: consumer loss models, and for the revolving credit portfolio, forecasted] macroeconomic [removed: forecasts] [added: factors related] to [added: household disposable income and retail e-commerce sales used to] estimate expected credit losses.

These procedures also included, among [removed: others,] [added: others (i) testing management’s process for determining] the [added: allowance for consumer loans receivable; (ii) testing the completeness and accuracy of certain data used in the estimate; and (iii) the] involvement of professionals with specialized skill and knowledge to assist in [removed: testing management’s process for estimating] [added: evaluating (a)] the [removed: allowance] [added: appropriateness of certain methodologies and consumer loss models used by management and (b)] for [removed: loans receivable.][added: the revolving credit portfolio, the reasonableness of forecasted macroeconomic factors related to household disposable income and retail e-commerce sales.]

| [removed: ] [added: ] | | | | | | | | | [removed: 59] [added: 57] | | |

| | | | As of December 31, | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [added: 6,561 | | | | | $ |] 9,081 | | | | | $ | 7,776 | |

| Short-term investments | | | [removed: 4,979] [added: 4,262] | | | | | | [removed: 3,092] [added: 4,979] | | |

| Accounts receivable, net | | | [removed: 1,069] [added: 984] | | | | | | [removed: 963] [added: 1,069] | | |

| Loans and interest receivable, held for [removed: sale] [added: sale(1)] | | | [added: | | | $ |] 563 | | | | | | [added: | | $ |] — | | | [added: | | $ | 563 | |]

| Loans and interest receivable, net of allowances of [removed: $540] [added: $461] and [removed: $598] [added: $540] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 5,433] [added: 6,422] | | | | | | [removed: 7,431] [added: 5,433] | | |

| Funds receivable and customer accounts | | | [removed: 38,935] [added: 37,671] | | | | | | [removed: 36,264] [added: 38,935] | | |

| Prepaid expenses and other current assets | | | [removed: 2,509] [added: 4,651] | | | | | | [removed: 1,898] [added: 2,509] | | |

| Total current assets | | | [removed: 62,569] [added: 61,092] | | | | | | [removed: 57,424] [added: 62,569] | | |

| Long-term investments | | | [removed: 3,273] [added: 4,583] | | | | | | [removed: 5,018] [added: 3,273] | | |

| Property and equipment, net | | | [removed: 1,488] [added: 1,508] | | | | | | [removed: 1,730] [added: 1,488] | | |

| Goodwill | | | [removed: 11,026] [added: 10,837] | | | | | | [removed: 11,209] [added: 11,026] | | |

| Intangible assets, net | | | [removed: 537] [added: 326] | | | | | | [removed: 788] [added: 537] | | |

| Other assets | | | [removed: 3,273] [added: 3,265] | | | | | | [removed: 2,455] [added: 3,273] | | |

| Total assets | | | $ | [removed: 82,166] [added: 81,611] | | | | | $ | [removed: 78,624] [added: 82,166] | |

February 4, 2025

| | | | 2024 | | | | | | 2023 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,147 | | | | | | | | | | | | 4,147 | | |

| Net investment hedges CTA gains, net | | | — | | | | | | — | | | | | | — | | | | | | 122 | | | | | | — | | | | | | | | | | | | 122 | | |

| Tax expense on net investment hedges CTA gains, net | | | — | | | | | | — | | | | | | — | | | | | | (29) | | | | | | — | | | | | | | | | | | | (29) | | |

| Treasury stock reissuance | | | — | | | | | | 13 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 13 | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | 1,326 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,326 | | |

| Balances at December 31, 2024 | | | 993 | | | | | | $ | (27,085) | | | | | $ | 20,705 | | | | | $ | (550) | | | | | $ | 27,347 | | | | | | | | | | | $ | 20,417 | |

| Net income (loss) | | | $ | 4,147 | | | | | $ | 4,246 | | | | | $ | 2,419 | |

| Transaction and credit losses | | | 1,442 | | | | | | 1,682 | | | | | | 1,572 | | |

| Purchases of reverse repurchase agreements | | | (424) | | | | | | — | | | | | | — | | |

| Maturities of reverse repurchase agreements | | | 337 | | | | | | — | | | | | | — | | |

| Borrowings from repurchase agreements | | | 656 | | | | | | — | | | | | | — | | |

| Repayments of repurchase agreements | | | (656) | | | | | | — | | | | | | — | | |

PayPal Holdings, Inc. (“PayPal,” the “Company,” “we,” “us,” or “our”) was incorporated in Delaware in January 2015.

At PayPal, our mission is to revolutionize commerce globally.

Our products are designed to enable digital payments and simplify commerce experiences for consumers and merchants to make selling, shopping, and sending and receiving money simple, personalized, secure, online or offline, including mobile.

Our two-sided platform serves millions of consumers and merchants worldwide.

The investments in nonconsolidated VIEs are primarily investments in funds that are limited partnerships or similar structures which are focused on increasing access to capital for underserved communities.

In December 2024, this agreement was amended and restated to extend the commitment period to December 2026 and to increase the maximum balance of loans that can be sold at a time.

In the third quarter of 2024, we updated our expected credit loss model for our PPWC portfolio to reflect its current risk characteristics.

ROU assets for finance leases are included in property and equipment, and lease liabilities for finance leases are included in accrued expenses and other current liabilities and other long-term liabilities on our consolidated balance sheets.

Lease expense for finance leases is amortized on a straight-line basis over the lease term, and interest expense for finance lease liabilities is recognized based on the implicit rate or the incremental borrowing rate.

Repurchase and reverse repurchase agreements

We enter into repurchase agreements as a form of secured borrowing and reverse repurchase agreements as a form of secured lending, primarily to provide additional liquidity and to deploy excess cash.

These agreements are accounted for as collateralized financing transactions.

Repurchase agreements and reverse repurchase agreements are reported in other current liabilities and other current assets, respectively, on our consolidated balance sheet and recorded at amortized cost.

The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024.

We have applied the amendments of this guidance as a cumulative-effect adjustment to retained earnings.

The adoption of this guidance did not have a significant impact.

In November 2024, the FASB issued ASU 2024-03, *Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures* (Subtopic 220-40): *Disaggregation of Income Statement Expenses*.

The amended guidance requires disaggregation of certain expense captions into specified natural expense categories in the disclosures within the notes to the financial statements.

In addition, the guidance requires disclosure of selling expenses and its definition.

The guidance can be applied either prospectively or retrospectively.

We are evaluating the impact this amended guidance may have on the notes to our consolidated financial statements.

In January 2025, the SEC released Staff Accounting Bulletin No. 122 (“SAB 122”) rescinding SAB 121, which required an entity to record a liability to reflect its obligation to safeguard the crypto assets held for its platform users with a corresponding asset and required disclosures related to the entity’s safeguarding obligations.

SAB 122 is effective for annual periods beginning after December 15, 2024 and is required to be applied on a fully retrospective basis, with early adoption permitted.

Upon adoption we will no longer recognize the crypto asset safeguarding liability and corresponding safeguarding asset on our consolidated financial statements.

We adopted this guidance in the fourth quarter of 2024.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Management also includes qualitative adjustments that incorporate incremental information not captured in the expected credit loss models.

Testing management’s process included (i) evaluating the appropriateness of the methodology and certain models; (ii) testing the completeness and accuracy of certain data used in the estimate; and (iii) evaluating the reasonableness of management’s application of macroeconomic forecasts to estimate expected credit losses.

February 7, 2024

| Balances at December 31, 2020 | | | 1,172 | | | | | | $ | (8,507) | | | | | $ | 16,644 | | | | | $ | (484) | | | | | $ | 12,366 | | | | | $ | 44 | | | | | $ | 20,063 | |

| Change in noncontrolling interest | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (44) | | | | | | (44) | | |

| Acquisitions, net of cash and restricted cash acquired | | | — | | | | | | — | | | | | | (2,763) | | |

| Other financing activities | | | — | | | | | | 1 | | | | | | — | | |

PayPal Holdings, Inc. (“PayPal,” the “Company,” “we,” “us,” or “our”) was incorporated in Delaware in January 2015 and is a leading technology platform that enables digital payments and simplifies commerce experiences on behalf of merchants and consumers worldwide.

PayPal is committed to democratizing financial services to help improve the financial health of individuals and to increase economic opportunity for entrepreneurs and businesses of all sizes around the world.

Our goal is to enable our merchants and consumers to manage and move their money anywhere in the world in the markets we serve, anytime, on any platform, and using any device when sending payments or getting paid, including person-to-person payments.

PayPal Credit consists of revolving credit products.

The allowance for loans and interest receivable for our revolving credit product also incorporates macroeconomic forecasts applied to the portfolio.

In the second quarter of 2023, our expected credit loss models for our revolving consumer receivables were updated.

In 2022, the reasonable and supportable forecast periods were consistent with 2023 except for revolving products, which had a reasonable and supportable forecast period of 2 years.

We are required to apply these amendments as a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the guidance is adopted.

The adoption of this guidance is not expected to have a material impact on our consolidated financial statements based on our current crypto asset holdings and fair value.

In March 2022, the FASB issued ASU 2022-02, *Troubled Debt Restructurings (“TDRs”)* and *Vintage Disclosures* (Topic 326): *Financial Instruments – Credit Losses*.

This amended guidance eliminated the accounting designation of a loan modification as a TDR and the measurement guidance for TDRs.

The amendments also enhanced existing disclosure requirements and introduced new requirements related to modifications of receivables due from borrowers experiencing financial difficulty.

Additionally, this guidance required entities to disclose gross charge-offs by year of origination for financing receivables, such as loans and interest receivable.

The amended guidance was effective for fiscal years beginning after December 15, 2022 and was required to be applied prospectively, except for the recognition and measurement of TDRs, which could be applied on a modified retrospective basis.

Our financial statements were not materially impacted upon adoption.

Our CODM is our Chief Executive Officer, who regularly reviews our operating results on a consolidated basis.

ACQUISITIONS COMPLETED IN 2021

During the year ended December 31, 2021, we completed five acquisitions reflecting 100% of the equity interests of the acquired companies, for an aggregate purchase price of $3.1 billion.

Paidy

We completed the acquisition of Paidy in October 2021 by acquiring all outstanding shares for total consideration of approximately $2.7 billion, consisting of approximately $2.6 billion in cash and approximately $161 million in assumed restricted stock and restricted stock units, subject to vesting conditions.

Paidy is a two-sided payments platform that primarily provides buy now, pay later solutions (installment credit offerings) in Japan.

With the acquisition of Paidy, we expanded our capabilities and relevance in Japan.

The following table summarizes the final allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed:

| Goodwill | | | $ | 1,897 | |

| Total intangibles | | | $ | 642 | |

| Short-term and long-term debt | | | (188) | | |

| Deferred tax liabilities, net | | | (166) | | |

| Total purchase price | | | $ | 2,571 | |

The intangible assets acquired consist primarily of merchant contracts, trade names/trademarks, and developed technology with estimated useful lives of three to seven years.

Contractual gross loans and interest receivable acquired were $216 million.

The excess of the purchase consideration, including the fair value of our equity investment, over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is attributable to the workforce of Paidy and the synergies expected to arise from the acquisition, including continued customer acquisition.

| [removed: [2.01](http://www.sec.gov/Archives/edgar/data/1633917/000119312515237232/d877527dex21.htm)] [added: [2.01](https://www.sec.gov/Archives/edgar/data/1633917/000119312515237232/d877527dex21.htm)] | | | | | | Separation and Distribution Agreement by and between eBay Inc. and PayPal Holdings, Inc. | | | | | | 10-12B/A | | | 6/26/2015 | | |

| [removed: [3.01](http://www.sec.gov/Archives/edgar/data/1633917/000163391717000136/exhibit301pphirestatedcert.htm)] [added: [3.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391717000136/exhibit301pphirestatedcert.htm)] | | | | | | PayPal Holdings, Inc. Restated Certificate of Incorporation | | | | | | 10-Q | | | 7/27/2017 | | |

| [removed: [4.01](http://www.sec.gov/Archives/edgar/data/1633917/000163391720000028/exhibit4descriptionofs.htm)] [added: [4.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391720000028/exhibit4descriptionofs.htm)] | | | | | | Description of Securities | | | | | | 10-K | | | 2/6/2020 | | |

| [removed: [4.02](http://www.sec.gov/Archives/edgar/data/1633917/000119312519255466/d810419dex41.htm)] [added: [4.02](https://www.sec.gov/Archives/edgar/data/1633917/000119312519255466/d810419dex41.htm)] | | | | | | 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 | | |

| [removed: [4.03](http://www.sec.gov/Archives/edgar/data/1633917/000119312519255466/d810419dex42.htm)] [added: [4.03](https://www.sec.gov/Archives/edgar/data/1633917/000119312519255466/d810419dex42.htm)] | | | | | | Officer’s Certificate, dated as of September 26, 2019, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Wells Fargo Bank, National Association, as [removed: Trustee] [added: Trustee, containing Forms of 2024 Note, 2026 Note, and 2029 Note] | | | | | | 8-K | | | 9/26/2019 | | |

| [removed: [4.08](http://www.sec.gov/Archives/edgar/data/1633917/000119312520145106/d912137dex42.htm)] [added: [4.04](https://www.sec.gov/Archives/edgar/data/1633917/000119312520145106/d912137dex42.htm)] | | | | | | Officer’s Certificate, dated as of May 18, 2020, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Wells Fargo Bank, National Association, as [removed: Trustee] [added: Trustee, containing Forms of 2025 Note, 2030 Note, and 2050 Note] | | | | | | 8-K | | | 5/18/2020 | | |

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/1633917/000119312522157463/d307111dex42.htm)] [added: [4.05](https://www.sec.gov/Archives/edgar/data/1633917/000119312522157463/d307111dex42.htm)] | | | | | | Officer’s Certificate, dated as of May 23, 2022, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Wells Fargo Bank, National Association, as [removed: Trustee] [added: Trustee, containing Forms of 2027 Note, 2032 Note, 2052 Note, and 2062 Note] | | | | | | 8-K | | | 5/23/2022 | | |

| [removed: [4.17](https://www.sec.gov/Archives/edgar/data/1633917/000119312523163898/d495603dex42.htm)] [added: [4.06](https://www.sec.gov/Archives/edgar/data/1633917/000119312523163898/d495603dex42.htm)] | | | | | | [removed: Officer's] [added: Officer’s] Certificate pursuant to the Indenture, dated as of June 9, [removed: 2023] [added: 2023, containing Forms of Note for 0.813% Notes due 2025, 0.972% Notes due 2026, and 1.240% Notes due 2026] | | | | | | 8-K | | | 6/9/2023 | | |

| [removed: [10.01](http://www.sec.gov/Archives/edgar/data/1633917/000119312515257108/d31081dex103.htm)] [added: [10.01](https://www.sec.gov/Archives/edgar/data/1633917/000119312515257108/d31081dex103.htm)] | | | | | | Tax Matters Agreement by and between eBay Inc. and PayPal Holdings, Inc. dated July 17, 2015 | | | | | | 8-K | | | 7/20/2015 | | |

| [removed: [10.0](http://www.sec.gov/Archives/edgar/data/1633917/000120677416005430/paypal_def14a.htm#d296012a044)[2](http://www.sec.gov/Archives/edgar/data/1633917/000120677416005430/paypal_def14a.htm#d296012a044)[+](http://www.sec.gov/Archives/edgar/data/1633917/000120677416005430/paypal_def14a.htm#d296012a044)] [added: [10.02+](https://www.sec.gov/Archives/edgar/data/1633917/000120677416005430/paypal_def14a.htm#d296012a044)] | | | | | | PayPal Employee Incentive Plan, as amended and restated | | | | | | DEF 14A | | | 4/14/2016 | | |

| [removed: [10.0](https://www.sec.gov/Archives/edgar/data/1633917/000163391723000099/final_2023restatementpaypa.htm)[3](https://www.sec.gov/Archives/edgar/data/1633917/000163391723000099/final_2023restatementpaypa.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000163391723000099/final_2023restatementpaypa.htm)] [added: [10.03+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000073/a2015equityplan_amendedx20.htm)] | | | | | | PayPal Holdings, Inc. [removed: Amended and Restated] 2015 Equity Incentive Award [removed: Plan] [added: Plan, as Amended and Restated] | | | | | | 8-K | | | [removed: 5/31/2023] [added: 5/28/2024] | | |

| [removed: [10.0](http://www.sec.gov/Archives/edgar/data/1633917/000163391719000043/amendedandrestateddcp1-10.htm)[4](http://www.sec.gov/Archives/edgar/data/1633917/000163391719000043/amendedandrestateddcp1-10.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000163391719000043/amendedandrestateddcp1-10.htm)] [added: [10.04+](https://www.sec.gov/Archives/edgar/data/1633917/000163391719000043/amendedandrestateddcp1-10.htm)] | | | | | | PayPal Holdings, Inc. Amended and Restated Deferred Compensation Plan effective November 6, 2018 | | | | | | 10-K | | | 2/7/2019 | | |

| [removed: ] [added: ] | | | | | | | | | 123 | | |

| [removed: [10.0](http://www.sec.gov/Archives/edgar/data/0001633917/000163391721000169/executivecicandseverancepl.htm)[5](http://www.sec.gov/Archives/edgar/data/0001633917/000163391721000169/executivecicandseverancepl.htm)[+](http://www.sec.gov/Archives/edgar/data/0001633917/000163391721000169/executivecicandseverancepl.htm)] [added: [10.05+](https://www.sec.gov/Archives/edgar/data/1633917/000119312524184940/d809666dex101.htm)] | | | | | | PayPal Holdings, Inc. Executive Change in Control and Severance Plan, as amended and restated, effective as of [removed: September 27, 2021] [added: July 24, 2024] | | | | | | [removed: 10-Q] [added: 8-K] | | | [removed: 11/9/2021] [added: 7/25/2024] | | |

| [removed: [10.0](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex107.htm)[6](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex107.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex107.htm)] [added: [10.06+](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex107.htm)] | | | | | | Form of Indemnity Agreement between PayPal Holdings, Inc. and individual directors and officers | | | | | | 10-12B/A | | | 5/14/2015 | | |

| [removed: [10.0](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1010.htm)[7](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1010.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1010.htm)] [added: [10.07+](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1010.htm)] | | | | | | 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 | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1633917/000163391717000075/exhibit1001-formofpbrsuagr.htm)[08](http://www.sec.gov/Archives/edgar/data/1633917/000163391717000075/exhibit1001-formofpbrsuagr.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000163391717000075/exhibit1001-formofpbrsuagr.htm)] [added: [10.08+](https://www.sec.gov/Archives/edgar/data/1633917/000163391717000075/exhibit1001-formofpbrsuagr.htm)] | | | | | | Form of Global Performance Based Restricted Stock Unit Award Grant Notice and Performance Based Restricted Stock Unit Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as amended and restated | | | | | | 10-Q | | | [removed: 4/27/2017] [added: 4/30/2024] | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1011.htm)[09](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1011.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1011.htm)] [added: [10.09+](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1011.htm)] | | | | | | 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 | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1012.htm)[0](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1012.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1012.htm)] [added: [10.10+](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1012.htm)] | | | | | | Form of Director Annual Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan | | | | | | 10-12B/A | | | 5/14/2015 | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1013.htm)[1](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1013.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1013.htm)] [added: [10.11+](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1013.htm)] | | | | | | Form of Electing Director Quarterly Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan | | | | | | 10-12B/A | | | 5/14/2015 | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1633917/000163391718000115/exhibit102arespp.htm)[2](http://www.sec.gov/Archives/edgar/data/1633917/000163391718000115/exhibit102arespp.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000163391718000115/exhibit102arespp.htm)] [added: [10.12+](https://www.sec.gov/Archives/edgar/data/1633917/000163391718000115/exhibit102arespp.htm)] | | | | | | PayPal Holdings, Inc. Amended and Restated Employee Stock Purchase Plan | | | | | | 8-K | | | 5/25/2018 | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/0001633917/000163391721000169/amendmenttoesppfinal.htm)[3](http://www.sec.gov/Archives/edgar/data/0001633917/000163391721000169/amendmenttoesppfinal.htm)[+](http://www.sec.gov/Archives/edgar/data/0001633917/000163391721000169/amendmenttoesppfinal.htm)] [added: [10.13+](https://www.sec.gov/Archives/edgar/data/0001633917/000163391721000169/amendmenttoesppfinal.htm)] | | | | | | Amendment to PayPal Holdings, Inc. Amended and Restated Employee Stock Purchase Plan | | | | | | 10-Q | | | 11/9/2021 | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1633917/000119312522193970/d379405dex991.htm)[4](http://www.sec.gov/Archives/edgar/data/1633917/000119312522193970/d379405dex991.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000119312522193970/d379405dex991.htm)] [added: [10.14+](https://www.sec.gov/Archives/edgar/data/1633917/000119312522193970/d379405dex991.htm)] | | | | | | PayPal Holdings, Inc. 2022 Inducement Plan | | | | | | 10-Q | | | [removed: 8/2/2022] [added: 8/3/2022] | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1633917/000163391717000075/exhibit1002-offerletterfor.htm)[18](http://www.sec.gov/Archives/edgar/data/1633917/000163391717000075/exhibit1002-offerletterfor.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000163391717000075/exhibit1002-offerletterfor.htm)] [added: [10.26+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000048/awebsterofferletter.htm)] | | | | | | Letter [removed: Agreement, dated April 17, 2016, between Aaron Karczmer] [added: agreement by] and [added: between] PayPal Holdings, Inc. [added: and Aaron Webster, dated February 5, 2024] | | | | | | 10-Q | | | [removed: 4/27/2017] [added: 4/30/2024] | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1633917/000163391722000137/evpofferletter.htm)[19](http://www.sec.gov/Archives/edgar/data/1633917/000163391722000137/evpofferletter.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000163391722000137/evpofferletter.htm)] [added: [10.15+](https://www.sec.gov/Archives/edgar/data/1633917/000119312523212353/d475247dex101.htm)] | | | | | | Letter Agreement [removed: effective July 13, 2022, between Blake Jorgensen] [added: by] and [added: between] PayPal Holdings, Inc. [added: and Alex Chriss, dated August 10, 2023] | | | | | | [removed: 10-Q] [added: 8-K] | | | [removed: 8/2/2022] [added: 8/14/2023] | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1633917/000163391722000129/grabinovitchletteragreemen.htm)[0](http://www.sec.gov/Archives/edgar/data/1633917/000163391722000129/grabinovitchletteragreemen.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000163391722000129/grabinovitchletteragreemen.htm)] [added: [10.16+](https://www.sec.gov/Archives/edgar/data/1633917/000119312523268244/d560139dex101.htm)] | | | | | | [removed: Letter Agreement] [added: Offer Letter,] dated [removed: June 15, 2022 between Gabrielle Rabinovitch] [added: October 29, 2023, by] and [added: between] PayPal Holdings, Inc. [added: and Jamie Miller] | | | | | | 8-K | | | [removed: 6/17/2022] [added: 11/1/2023] | | |

| [removed: [10.23+](https://www.sec.gov/Archives/edgar/data/1633917/000119312523212353/d475247dex101.htm)] [added: [10.23+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/dscottiofferletter_final.htm)] | | | | | | [removed: Letter Agreement] [added: Offer Letter, dated October 23, 2023,] by and between PayPal Holdings, Inc. and [removed: Alex Chriss, dated August 10, 2023] [added: Diego Scotti] | | | | | | [removed: 8-K] [added: 10-K] | | | [removed: 8/14/2023] [added: 2/8/2024] | | |

| [removed: [10.24+](https://www.sec.gov/Archives/edgar/data/1633917/000119312523268244/d560139dex101.htm)] [added: [10.24+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/skereereofferletter_final.htm)] | | | | | | Offer Letter, dated [removed: October 29,] [added: December 4,] 2023, by and between PayPal Holdings, Inc. and [removed: Jamie Miller] [added: Suzan Kereere] | | | | | | [removed: 8-K] [added: 10-K] | | | [removed: 11/1/2023] [added: 2/8/2024] | | |

| [removed: [10.25+](https://www.sec.gov/Archives/edgar/data/1633917/000119312523302230/d538539dex101.htm)[^](https://www.sec.gov/Archives/edgar/data/1633917/000119312523302230/d538539dex101.htm)] [added: [10.25+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000075/offerletter-christophernat.htm)] | | | | | | [removed: Transition Agreement] [added: Offer Letter, dated May 28, 2024,] by and between [removed: PayPal,] [added: PayPal Holdings,] Inc. and [removed: Gabrielle Rabinovitch, dated December 21, 2023] [added: Christopher Natali] | | | | | | 8-K | | | [removed: 12/22/2023] [added: 6/3/2024] | | |

| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/1633917/000119312523165556/d444307dex101.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/1633917/000119312523165556/d444307dex101.htm)] | | | | | | Credit Agreement, dated as of June 7, 2023, among PayPal Holdings, Inc. the Designated Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Australia Limited, as the Administrative Agents | | | | | | 8-K | | | 6/13/2023 | | |

| [removed: ] [added: ] | | | | | | | | | [removed: 124] [added: 121] | | |

| [removed: [10.28†](https://www.sec.gov/Archives/edgar/data/1633917/000163391723000156/exhibit102amendedandrestat.htm)] [added: [10.18†](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit1018amendmentandres.htm)] | | | | | | [added: Deed of Amendment in relation to] Receivables Purchase [removed: Agreement,] [added: Agreement] dated as of [added: December 12, 2024 and Amended and Restated Receivables Purchase Agreement dated as of] June 16, 2023 [removed: in the form as] [added: (as] amended and restated as of [removed: October 13, 2023] [added: December 12, 2024),] by and between PayPal (Europe) S.à r.l. et Cie, SCA (as Seller and Receivables Manager), [added: PayPal UK Ltd (as Receivables Manager),] Alps Partners S.à r.l. (as Purchaser), BNY Mellon Corporate Trustee Services [removed: limited] [added: Limited] (as Security Agent), Avega S.à r.l. (as Back-Up Receivables Manager Facilitator) and Alps Partners (Holding) S.à r.l. (as Class C Lender) | | | [added: X] | | | [removed: 10-Q] | | | [removed: 11/2/2023] | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1633917/000163391723000156/exhibit103amendedandrestat.htm)[9](https://www.sec.gov/Archives/edgar/data/1633917/000163391723000156/exhibit103amendedandrestat.htm)[†](https://www.sec.gov/Archives/edgar/data/1633917/000163391723000156/exhibit103amendedandrestat.htm)] [added: [10.19†](https://www.sec.gov/Archives/edgar/data/1633917/000163391723000156/exhibit103amendedandrestat.htm)] | | | | | | Receivables Management Agreement, dated as of June 16, 2023 in the form as amended and restated as of October 13, 2023 by and between PayPal (Europe) S.à r.l. et Cie, SCA (as Seller and Receivables Manager), Alps Partners S.à r.l. (as Purchaser), Avega S.à r.l. (as Back-Up Receivables Manager Facilitator) and Alps Partners (Holding) S.à r.l. (as Class C Lender) | | | | | | 10-Q | | | 11/2/2023 | | |

| [removed: [10.30+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/mgillofferletter_final.htm)] [added: [10.22+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/mgillofferletter_final.htm)] | | | | | | Offer Letter, dated October 23, 2023, by and between PayPal Holdings, Inc. and Michelle Gill | | | [removed: X] | | | [added: 10-K] | | | [added: 2/8/2024] | | |

| [removed: [10.33+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/a2024independentdirectorco.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/a2025independentdirectorco.htm)[2](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/a2025independentdirectorco.htm)[7](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/a2025independentdirectorco.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/a2025independentdirectorco.htm)] | | | | | | Independent Director Compensation Policy | | | X | | | | | | | | |

| [removed: [21.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/exhibit2101subsidiarylistf.htm)] [added: [21.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit2101subsidiarylistf.htm)] | | | | | | List of Subsidiaries | | | X | | | | | | | | |

| [removed: [22.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/consentletter.htm)] [added: [23.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/consentletterfy2024.htm)] | | | | | | PricewaterhouseCoopers LLP consent | | | X | | | | | | | | |

| [removed: [23.01](#i1f56b845cf89409c91714e0acd7818b5_199)] [added: [2](#ib3dae5da836145059661d448b661f3a4_208)[4](#ib3dae5da836145059661d448b661f3a4_208)[.01](#ib3dae5da836145059661d448b661f3a4_208)] | | | | | | Power of Attorney (see signature page) | | | X | | | | | | | | |

| [removed: [31.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/exhibit3101ceoq42023.htm)] [added: [31.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit3101ceoq42024.htm)] | | | | | | Certification of PayPal Holdings, Inc.’s Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 | | | X | | | | | | | | |

| [removed: [31.02](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/exhibit3102cfoq42023.htm)] [added: [31.02](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit3102cfoq42024.htm)] | | | | | | Certification of PayPal Holdings, Inc.’s Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 | | | X | | | | | | | | |

| [4.07](https://www.sec.gov/Archives/edgar/data/1633917/000119312524148078/d733562dex42.htm) | | | | | | Officer’s Certificate pursuant to the Indenture, dated as of May 28, 2024, containing Forms of Note for 5.150% Notes due 2034 and 5.500% Notes due 2054 | | | | | | 8-K | | | 5/28/2024 | | |

| [10.20†](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit1020deedofamendment.htm) | | | | | | Deed of Amendment in relation to Receivables Purchase Agreement and the Receivables Management Agreement dated as of December 12, 2023, by and between PayPal (Europe) S.à r.l. et Cie, SCA (as Receivables Manager and Seller), PayPal UK Ltd (as Receivables Manager), Alps Partners S.à r.l. (as Purchaser), BNY Mellon Corporate Trustee Services Limited (as Security Agent), Avega S.à r.l. (as Back-Up Receivables Manager Facilitator) and Alps Partners (Holding) S.à r.l. (as Class C Lender) | | | X | | | | | | | | |

| [10.21](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit1021deedofamendment.htm) | | | | | | Deed of Amendment in relation to Receivables Management Agreement dated as of July 8, 2024, by and between PayPal (Europe) S.à r.l. et Cie, SCA (as Receivables Manager and Seller), PayPal UK Ltd (as Receivables Manager), Alps Partners S.à r.l. (as Purchaser), BNY Mellon Corporate Trustee Services Limited (as Security Agent), Avega S.à r.l. (as Back-Up Receivables Manager Facilitator) and Alps Partners (Holding) S.à r.l. (as Class C Lender) | | | X | | | | | | | | |

| [19.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit1901-2025insidertra.htm)[^](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit1901-2025insidertra.htm) | | | | | | PayPal Holdings, Inc. Insider Trading Policy | | | X | | | | | | | | |

| | | | | | | | | | Principal Accounting Officer: | | | | | |

| | | | | | | | | | By: | | | */s/ Christopher Natali* | | |

| | | | | | | | | | | | | Christopher Natali | | |

| | | | | | | | | | | | | Vice President, Chief Accounting Officer | | |

| By: | | | */s/ Carmine Di Sibio* | | | | | | By: | | | */s/ David W. Dorman* | | |

| | | | Carmine Di Sibio | | | | | | | | | David W. Dorman | | |

| By: | | | */s/ Enrique Lores* | | | | | | By: | | | */s/ Gail J. McGovern* | | |

| | | | Enrique Lores | | | | | | | | | Gail J. McGovern | | |

| By: | | | */s/ Deborah M. Messemer* | | | | | | By: | | | */s/ David M. Moffett* | | |

| | | | Deborah M. Messemer | | | | | | | | | David M. Moffett | | |

| [4.04](http://www.sec.gov/Archives/edgar/data/1633917/000119312519255466/d810419dex42.htm) | | | | | | Form of 2022 Note (included in Exhibit 4.03) | | | | | | 8-K | | | 9/26/2019 | | |

| [4.05](http://www.sec.gov/Archives/edgar/data/1633917/000119312519255466/d810419dex42.htm) | | | | | | Form of 2024 Note (included in Exhibit 4.03) | | | | | | 8-K | | | 9/26/2019 | | |

| [4.06](http://www.sec.gov/Archives/edgar/data/1633917/000119312519255466/d810419dex42.htm) | | | | | | Form of 2026 Note (included in Exhibit 4.03) | | | | | | 8-K | | | 9/26/2019 | | |

| [4.07](http://www.sec.gov/Archives/edgar/data/1633917/000119312519255466/d810419dex42.htm) | | | | | | Form of 2029 Note (included in Exhibit 4.03) | | | | | | 8-K | | | 9/26/2019 | | |

| [4.0](http://www.sec.gov/Archives/edgar/data/1633917/000119312520145106/d912137dex42.htm)[9](http://www.sec.gov/Archives/edgar/data/1633917/000119312520145106/d912137dex42.htm) | | | | | | Form of 2025 Note (included in Exhibit 4.08) | | | | | | 8-K | | | 5/18/2020 | | |

| [4.10](http://www.sec.gov/Archives/edgar/data/1633917/000119312520145106/d912137dex42.htm) | | | | | | Form of 2030 Note (included in Exhibit 4.08) | | | | | | 8-K | | | 5/18/2020 | | |

| [4.11](http://www.sec.gov/Archives/edgar/data/1633917/000119312520145106/d912137dex42.htm) | | | | | | Form of 2050 Note (included in Exhibit 4.08) | | | | | | 8-K | | | 5/18/2020 | | |

| [4.1](http://www.sec.gov/Archives/edgar/data/1633917/000119312522157463/d307111dex42.htm)[3](http://www.sec.gov/Archives/edgar/data/1633917/000119312522157463/d307111dex42.htm) | | | | | | Form of 2027 Note (included in Exhibit 4.2) | | | | | | 8-K | | | 5/23/2022 | | |

| [4.14](http://www.sec.gov/Archives/edgar/data/1633917/000119312522157463/d307111dex42.htm) | | | | | | Form of 2032 Note (included in Exhibit 4.2) | | | | | | 8-K | | | 5/23/2022 | | |

| [4.15](http://www.sec.gov/Archives/edgar/data/1633917/000119312522157463/d307111dex42.htm) | | | | | | Form of 2052 Note (included in Exhibit 4.2) | | | | | | 8-K | | | 5/23/2022 | | |

| [4.16](http://www.sec.gov/Archives/edgar/data/1633917/000119312522157463/d307111dex42.htm) | | | | | | Form of 2062 Note (included in Exhibit 4.2) | | | | | | 8-K | | | 5/23/2022 | | |

| [4.18](https://www.sec.gov/Archives/edgar/data/1633917/000119312523163898/d495603dex42.htm) | | | | | | Form of Note for 0.813% Notes due 2025 (included in Exhibit 4.17) | | | | | | 8-K | | | 6/9/2023 | | |

| [4.19](https://www.sec.gov/Archives/edgar/data/1633917/000119312523163898/d495603dex42.htm) | | | | | | Form of Note for 0.972% Notes due 2026 (included in Exhibit 4.18) | | | | | | 8-K | | | 6/9/2023 | | |

| [4.2](https://www.sec.gov/Archives/edgar/data/1633917/000119312523163898/d495603dex42.htm)[0](https://www.sec.gov/Archives/edgar/data/1633917/000119312523163898/d495603dex42.htm) | | | | | | Form of Note for 1.240% Notes due 2026 (included in Exhibit 4.18) | | | | | | 8-K | | | 6/9/2023 | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1016.htm)[5](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1016.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1016.htm) | | | | | | Offer Letter dated September 29, 2014 between eBay Inc. and Daniel Schulman | | | | | | 10-12B/A | | | 5/14/2015 | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1017.htm)[6](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1017.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1017.htm) | | | | | | Amendment dated December 31, 2014 to Offer Letter between eBay Inc. and Daniel Schulman | | | | | | 10-12B/A | | | 5/14/2015 | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1633917/000163391716000113/exhibit1027auerbachofferle.htm)[17](http://www.sec.gov/Archives/edgar/data/1633917/000163391716000113/exhibit1027auerbachofferle.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000163391716000113/exhibit1027auerbachofferle.htm) | | | | | | Letter dated April 13, 2015 from eBay Inc. to Jonathan Auerbach | | | | | | 10-K | | | 2/11/2016 | | |

| [10.2](http://www.sec.gov/Archives/edgar/data/1633917/000163391722000150/gabriellerabinovitchacting.htm)[1](http://www.sec.gov/Archives/edgar/data/1633917/000163391722000150/gabriellerabinovitchacting.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000163391722000150/gabriellerabinovitchacting.htm) | | | | | | Letter Agreement dated September 27, 2022 between Gabrielle Rabinovitch and PayPal Holdings, Inc. | | | | | | 8-K | | | 10/3/2022 | | |

| [10.2](http://www.sec.gov/Archives/edgar/data/1633917/000163391722000167/johnkofferletter.htm)[2](http://www.sec.gov/Archives/edgar/data/1633917/000163391722000167/johnkofferletter.htm)[+](http://www.sec.gov/Archives/edgar/data/1633917/000163391722000167/johnkofferletter.htm) | | | | | | Letter Agreement dated September 1, 2022 between John Kim and PayPal Holdings, Inc. | | | | | | 10-Q | | | 11/3/2022 | | |

| [10.31+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/dscottiofferletter_final.htm) | | | | | | Offer Letter, dated October 23, 2023, by and between PayPal Holdings, Inc. and Diego Scotti | | | X | | | | | | | | |

| [10.32+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/skereereofferletter_final.htm) | | | | | | Offer Letter, dated December 4, 2023, by and between PayPal Holdings, Inc. and Suzan Kereere | | | X | | | | | | | | |

| | | | | | | | | | | | | | | |

| By: | | | */s/ John J. Donahoe* | | | | | | By: | | | */s/ David W. Dorman* | | |

| | | | John J. Donahoe | | | | | | | | | David W. Dorman | | |

| By: | | | */s/ Belinda Johnson* | | | | | | By: | | | */s/ Enrique Lores* | | |

| | | | Belinda Johnson | | | | | | | | | Enrique Lores | | |

| By: | | | */s/ Gail J. McGovern* | | | | | | By: | | | */s/ Deborah M. Messemer* | | |

| | | | Gail J. McGovern | | | | | | | | | Deborah M. Messemer | | |

| By: | | | */s/ David M. Moffett* | | | | | | By: | | | */s/ Ann M. Sarnoff* | | |

| | | | David M. Moffett | | | | | | | | | Ann M. Sarnoff | | |

| | | | Director | | | | | | | | | | | |