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1、PayPal funded certified carbon credit projects to compensate for the climate impact of this publication.2023 Notice of Annual Meeting of Stockholders and Proxy Statement2022 Annual Report Power all aspects of digital checkout online and in store Provide access to seamless credit solutions to enable

2、growth Protect against fraud and improve risk managementOffer tools and insights to attract new customers and increase salesHelp people manage and move money domestically and internationallyOffer credit and installment pay services that are accessible and cost effectiveFacilitate simple,secure payme

3、nts across devicesDeliver flexibility with payment options globally,across platforms and merchants CheckoutProcessingDigital WalletsMerchant ServicesConsumer Financial ServicesSavingsGivingCryptoShopping and RewardsRewardsDealsLoyalty2022 Key Performance MetricsGrowing Payment Volume:$1.36 Trillion

4、of Total Payment VolumeIncreasing Activity:22.3 Billion Payment TransactionsExpanding Network Scale:Active Accounts of 435 Million9%from 202116%from 20212%from 2021Risk Management and Fraud ProtectionMerchantsConsumersOur Two-sided Platform Serves Merchants and ConsumersOur Payment SolutionsPayoutsB

5、ill PayCredit and Debit CardsMessage from Our President and CEODear Colleagues,Customers,Partners and Stockholders:In 2022,PayPal continued to navigate a global macroeconomic environment marked by high levels of disruption anduncertainty.A slowing economy,inflation and geopolitical unrest put signif

6、icant pressure on both consumers andbusinesses around the world.Despite this backdrop,we again rose to every challenge and opportunity presented over thepast year,and I could not be prouder of our team s work.We have taken many essential steps to right-size our cost structure,streamline our operatin

7、g model and sharpen our focus,and we believe this has set the stage for our next phase of growth.While some of these decisions have been difficult,wehave made significant progress in our transformation efforts,and our fourth quarter results demonstrate that we hit apositive inflection point at the e

8、nd of 2022.Although many of the challenges that we faced last year will continue into 2023,I m more confident than ever that PayPal is poised to emerge from this period in a position of increased strength.Looking AheadLooking forward to 2023 and beyond,I want to reiterate the key priorities that wil

9、l ultimately enable us to better serve ourcustomers,leverage our competitive advantages to increase our market share and deliver long-term,sustainable growthfor our stockholders.First,branded checkout is at the core of what we do,and continually improving this experience willremain our highest prior

10、ity.Next,we are building on the redesign of our digital wallets that we undertook last year toinnovate and improve our current offerings including Buy Now,Pay Later and Rewards to provide even more value forour customers.We are also continuing our work to extend our platform into in-person contexts,

11、so that customers have aseamless experience between our PayPal and Venmo branded cards and our apps.We are doubling down on Braintree,and fully ramping PayPal Complete Payments to provide powerful payment processing capabilities to merchants of allsizes.Lastly,we are continuing to strengthen foundat

12、ional capabilities that enable and support our expanding valueproposition for both consumers and merchants to ensure that our technical infrastructure and collaboration tools remainbest-in-class.My Retirement as CEO of PayPalAs I shared in early February,I informed the Board that I plan to retire as

13、 PayPal s President and CEO at the end of this year.Iplan to devote more time to my passions outside of the workplace.When I joined PayPal in 2014 then part of eBay I waslooking for a company with passionate,engaged employees who wanted to make a real difference.Looking back,it isincredible to refle

14、ct on the tremendous growth that we have achieved together since PayPal became an independent,publicly traded company.Since that time almost nine years ago,our revenues,total payment volume and cash flow haveroughly tripled in size.We have launched countless products,partnerships and improvements to

15、 better serve ourcustomers and expand into new markets.Today,we are empowering hundreds of millions of consumers and merchants to join and thrive in the global economy,andwe re contributing every day to expanding economic opportunity for customers and communities around the world.Together,we have es

16、tablished PayPal as the global leader in digital payments,one of the most trusted brands and acompany that truly makes a difference in the world.The past year and a half has not been easy for our employees orshareholders as we adjusted to a more challenging macroeconomic environment and significant

17、geopolitical uncertainty.Before I made the decision to move on to my next chapter,I wanted to be sure that PayPal had positive momentum andwas well-positioned to deliver a strong year of performance.We have made considerable progress and I fully believe wehave reached that point.I have complete trus

18、t in the Board to conduct a thorough search for the best possible leader andensure a smooth,thoughtful transition and I look forward to continuing to serve on the Board following the transition.Profit and PurposePayPal is proof that profit and purpose go hand-in-hand and leading a company that deliv

19、ers results for all of itsstakeholders has truly been the highlight of my career.I am proud of the ways that we have leaned into the bold aspirationsof our mission and our values to support our employees,customers and the broader communities in which we live,workand serve.In the last year,we have co

20、ntinued to advance our employee financial wellness initiative to strengthen the financial securityof our workforce.We provided financial wellness awards to hourly and entry-level employees and changed the vestingschedule of our restricted stock unit grants to give employees earlier and more frequent

21、 access to their shares.Weintroduced our Leadership Principles to help us grow as leaders and foster stronger connections between our teams whether in-person or virtually.In 2023,we launched Global Collaboration Days where we regularly gather in our offices forformal and informal collaboration that

22、complement our hybrid working model and preserves the flexibility that we know isimportant to our employees.Stronger connections between our teams,deep collaboration and professional developmentopportunities are all important elements to successfully executing against our strategic priorities.We hav

23、e also lived our mission and values,using the power of the PayPal platform and community to support ourmerchants,consumers and those in need.Since Russia invaded Ukraine more than one year ago,the PayPal communityhas rallied to provide aid to Ukrainians,and our own employees stepped up to expedite t

24、he expansion of PayPal services toUkrainian customers.Over the past year,more than$600 million was donated on our platform to charities responding to theongoing humanitarian crisis,and we have helped Ukrainian citizens receive and send more than$600 million in person-to-person payments and money tra

25、nsfers,for a total of$1.2 billion in monetary support facilitated through our platform.In thewake of the destructive earthquakes in Turkey and Syria,and the devastating effects of Hurricane Ian,we mobilized ourcustomers and employees to launch disaster relief campaigns.In 2022 alone,we processed$20

26、billion for charitableorganizations and causes,demonstrating the strength we have as a global community and the power of driving socialimpact through our core business.Thank YouI want to extend my deepest gratitude to our talented employees as well as the customers,partners,regulators andstockholder

27、s we work with every day for their support over the past year and throughout my tenure at PayPal.It is anhonor to lead this company and see the difference PayPal makes to expand opportunities within the global financial systemand build a more inclusive digital economy.I am energized for the year ahe

28、ad and excited to welcome a new leader,whoI m confident will build on all that we have accomplished over the years and continue to seize the immense opportunityahead of us.Thank you.Dan SchulmanPresident and CEO,PayPal Holdings,Inc.April 13,2023Message from Our Independent Board ChairDear PayPal Sto

29、ckholders:In 2022,the Board actively worked with management to navigate the difficult macroeconomic environment to help ensurePayPal is well positioned for future growth.We also continued to proactively engage with stockholders and responsiblyoversee strategy and risks for the Company.This was a yea

30、r of transformation for PayPal,as we increased our operatingdiscipline while continuing to invest in innovation at scale.Board Composition&OversightOur Board s balanced mix of diversity,skills and experience enables it to effectively perform its oversight responsibilities.In2022,50%of our Board memb

31、ers standing for election were women or from diverse ethnic groups.Our focus on diversityand inclusion extends to the Company s current executive officers,50%of whom are women and/or from diverse ethnicgroups.We continually review and assess the skills and knowledge of our Board members and provide

32、ongoingopportunities for director education on emerging trends.The Board also exercised its responsibility to oversee PayPal senterprise risk framework,including the evolution of its risk taxonomy in 2022.In addition,The Board continues to overseePayPal s environmental,social and governance(“ESG”)st

33、rategy and related risks and opportunities as a full Board andthrough its Board Committees.Stakeholder EngagementWe regularly engage with our stockholders,customers,employees,regulators and other stakeholders to ensure that weunderstand and thoughtfully consider their perspectives and priorities.Thr

34、oughout 2022,we engaged with investors as partof our extensive stockholder engagement program,reaching out to investors representing approximately 52%of ourcommon stock,with 25%choosing to engage with PayPal throughout the year.These discussions provide the Board andmanagement with invaluable perspe

35、ctives,insights and feedback.We look forward to our continued dialogues with ourstockholders and other stakeholders.Succession PlanningIn February,Dan Schulman announced his intention to retire as President and CEO at year-end.On behalf of the Board,Iwould like to acknowledge the positive and lastin

36、g impact Dan has made on PayPal and our people.Under his leadership,PayPal has become one of the world s most trusted brands and a leader in digital payments and commerce,deliveringvalue for our stockholders and other stakeholders.We thank Dan for his nearly nine years of service and his commitment

37、tosupporting a smooth transition as we conduct a thorough and rigorous search to identify his successor.We look forward toDan s continued service as a vital member of PayPal s Board of Directors,providing oversight of the persistent execution ofour mission and vision.On behalf of our Board,thank you

38、 for your investment in PayPal.I look forward to discussing these developments furtherwith you at the 2023 Annual Meeting on May 24,which will be held via live webcast yours,John J.DonahoeIndependent Board ChairApril 13,2023THIS PAGE INTENTIONALLY LEFT BLANKTable of Contents1 Notice of 2023 Annual M

39、eeting of Stockholders2 Important Information About PayPal s Virtual Annual Meeting3 Proxy Statement Summary12 PROPOSAL 1:Election of Directors15 Director Biographies21 Corporate Governance21 Board Leadership22 Director Independence22 Board Committees26 Board Oversight29 Board and Committee Evaluati

40、ons31 Stockholder Engagement33 Corporate Governance Documents33 Related Person Transactions35 Director Compensation38 ESG Oversight and Highlights38 ESG Governance Structure41 2022 ESG Performance Highlights41 Human Capital Management44 Stock Ownership Information45 Information About Our Executive O

41、fficers49 PROPOSAL 2:Advisory Vote to Approve Named Executive OfficerCompensation(“say-on-pay”vote)50 Compensation Discussion and Analysis50 Named Executive Officers54 Executive Compensation Program Design55 2022 Compensation Framework and Decisions64 Other Compensation Elements66 Our Structure for

42、Setting Compensation68 Other Compensation Practices and Policies71 Compensation Tables80 Pay versus Performance83 CEO Pay Ratio Disclosure84 Equity Compensation Plan Information85 PROPOSAL 3:Vote to Approve PayPal Holdings,Inc.2015 EquityIncentive Award Plan,as Amended and Restated95 PROPOSAL 4:Rati

43、fication of the Appointment ofPricewaterhouseCoopersLLP as Our Independent Auditor for 202398 STOCKHOLDER PROPOSALS98 PROPOSAL 5:Stockholder Proposal Provision of Services in Conflict Zones100 PROPOSAL 6:Stockholder Proposal Reproductive Rights and Data Privacy102 PROPOSAL 7:Stockholder Proposal Pay

44、Pal Transparency Report105 PROPOSAL 8:Stockholder Proposal Report on Ensuring Respect for CivilLiberties107 PROPOSAL 9:Stockholder Proposal Adopt Majority Vote Standard for DirectorElections109 Frequently Asked Questions118 APPENDIX A:Reconciliation of Non-GAAP Financial Measures120 APPENDIX B:PayPa

45、l Holdings,Inc.2015 Equity Incentive Award Plan(marked)Index of Frequently RequestedInformation1 Annual Meeting&Voting Information97 Audit and Other Professional Fees22 Board Committees21 Board Leadership26 Board Oversight55 Compensation Framework andDecisions67 Compensation Peer Group71 Compensatio

46、n Tables15 Director Biographies22 Director Independence13 Director Skills Matrix38 ESG Governance Structure45 Executive Officer Biographies41 Human Capital Management50 Named Executive Officers27 Risk Oversight31 Stockholder Engagement116 Summary Contact InformationForward-LookingStatementsThis prox

47、y statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933and Section 21E of the Securities Exchange Act of 1934,including statements that involve expectations,plans or intentions(such as those relating to future business,future results of operati

48、ons or financial condition,new or planned features orservices,mergers or acquisitions,or management strategies).These forward-looking statements can be identified bywords such as“may,”“will,”“would,”“should,”“could,”“expect,”“anticipate,”“believe,”“estimate,”“intend,”“continue,”“strategy,”“future,”“

49、opportunity,”“plan,”“project,”“forecast”and other similar expressions.These forward-lookingstatements involve risks and uncertainties that could cause our actual results and financial condition to differ materially fromthose expressed or implied in our forward-looking statements.Such risks and uncer

50、tainties include,among others,thosediscussed in the“Risk Factors,”“Quantitative and Qualitative Disclosures about Market Risk”and“Management sDiscussion and Analysis of Financial Condition and Results of Operations”sections of our Annual Report on Form 10-K andQuarterly Reports on Form 10-Q.We do no

51、t intend,and undertake no obligation except as required by law,to update any ofour forward-looking statements after the date of this proxy statement to reflect actual results,new information or futureevents or circumstances.Given these risks and uncertainties,readers are cautioned not to place undue

52、 reliance on suchforward-looking statements.Incorporation By ReferenceAll website addresses contained in this proxy statement are intended to provide inactive,textual references only.Thecontent on,or accessible through,any website identified in this proxy statement is not a part of,and is not incorp

53、orated byreference into,this proxy statement or in any other report or document that we file with the Securities and ExchangeCommission.Notice of 2023 Annual Meetingof StockholdersWednesday,May 24,20238:00 a.m.Pacific TimeOnline at: is no physical location for the 2023 Annual Meeting.ITEMS OF BUSINE

54、SS1.Election of the 12 director nominees named in this proxy statement.2.Advisory vote to approve named executive officer compensation.3.Approval of the PayPal Holdings,Inc.2015 Equity Incentive Award Plan,as Amended and Restated.4.Ratification of the appointment of PricewaterhouseCoopersLLP as our

55、independent auditor for 2023.5.Consideration of five stockholder proposals,if properly presented at the Annual Meeting.6.Such other business as may properly come before the Annual Meeting.RECORD DATEThursday,March 30,2023(the“Record Date”)Only stockholders of record at the close of business on the R

56、ecord Date are entitled to receive notice of,and to vote at,theAnnual Meeting.PARTICIPATION IN VIRTUAL ANNUAL MEETINGWe are pleased to invite you to participate in our Annual Meeting,which will be conducted exclusively online Information About PayPal s Virtual Annual Meeting”on thefollowing page for

57、 additional information.The Annual Meeting will begin promptly at 8:00 a.m.Pacific Time.The virtual meeting room will open at 7:45 a.m.PacificTime for registration.VOTINGYour vote is very important to us.Please act as soon as possible to vote your shares,even if you plan to participate in theAnnual

58、Meeting.For specific instructions on how to vote your shares,see“Frequently Asked Questions VotingInformation”beginning on page 109 of this proxy statement.REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF THREE WAYS:INTERNETVisit the website on your proxy cardBY TELEPHONECall the telephone number on y

59、ourproxy cardBY MAILSign,date and return your proxy card inthe enclosed envelopePlease refer to the enclosed proxy materials or the information forwarded by your bank,broker or other holder of record to see whichvoting methods are available to you.By Order of the Board of DirectorsBrian Y.YamasakiCo

60、rporate SecretaryApril 13,2023This notice of Annual Meeting and proxy statement and form of proxy are being distributed and made available on or aboutApril 13,2023.Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 24,2023

61、This proxy statement and PayPal Holdings,Inc.s 2022 Annual Report are available electronically athttps:/ your 16-digit control number)at .2023 Proxy Statement1PROXY STATEMENTIMPORTANT INFORMATION ABOUT PAYPAL S VIRTUAL ANNUAL MEETINGImportant Information About PayPal sVirtual Annual MeetingPayPal s

62、2023 Annual Meeting will be conducted online only,via live webcast.Stockholders will be able to access themeeting live by visiting have adopted a virtual meeting format tobroaden stockholder access and encourage participation and communication with our management.We have conducted efficient and effe

63、ctive virtual meetings since PayPal became an independent company in 2015.Weintend to continue to ensure that our stockholders are afforded the same rights and opportunities to participate virtually asthey would at an in-person meeting.We believe the virtual format makes it easier for stockholders t

64、o attend,and participatefully and equally in,the Annual Meeting because they can join with any Internet-connected device from any locationaround the world at no cost.Our virtual meeting format helps us engage with all stockholders regardless of size,resourcesor physical location,reduces our environm

65、ental impact,protects the health and safety of attendees and saves time andmoney.Participating in the Virtual Annual MeetingInstructions on how to attend the virtual Annual Meeting are posted at may log in to the meeting platform beginning at 7:45 a.m.Pacific Time on May 24,2023.The meeting will beg

66、inpromptly at 8:00 a.m.Pacific Time.You will need the 16-digit control number provided in your proxy materials to attend the virtual Annual Meeting andlisten live at of record and beneficial owners as of the March 30,2023 Record Date may vote their shares electronicallyduring the virtual Annual Meet

67、ing.On the date of the Annual Meeting,if you have questions about how to attend and participate,or encounter anydifficulties accessing the virtual meeting during the check-in or meeting time,please call 1-844-986-0822(U.S.)or1-303-562-9302(International).Additional Information About the Virtual Annu

68、al MeetingStockholders may submit questions in advance of the meeting at before 8:59 p.m.Pacific Time onMay 23,2023,or during the live meeting at the meeting s live question and answer session,members of our executive management team and our BoardChair will answer questions(including those submitted

69、 in advance)as time permits.Our rules of conduct and procedure for the meeting generally provide that:Management will answer stockholder questions after the formal meeting has concluded.We limit each stockholder to one question so that we can answer questions from as many stockholders aspossible.Que

70、stions should be succinct and cover only one topic per question.Questions from multiplestockholders on the same topic or that are otherwise related may be grouped,summarized and answeredtogether.In addition,questions may be edited for brevity and grammatical corrections.We do not intend to address a

71、ny questions that are,among other things:irrelevant to the business of the Companyor to the business of the Annual Meeting;related to material non-public information of the Company;related topersonal matters or grievances;derogatory or otherwise in bad taste;repetitious statements already made byano

72、ther stockholder;in furtherance of the stockholder s personal or business interests;or out of order or nototherwise suitable for the conduct of the Annual Meeting,in each case as determined by the Board Chair orCorporate Secretary in their reasonable discretion.If there are matters of individual con

73、cern to a stockholder and not of general concern to all stockholders,or if we are notable to answer all the questions submitted due to time constraints,stockholders may contact us separately after themeeting through our Investor Relations department by email at .We will post questions and answers if

74、 applicable to the Company s business on our Investor Relations website as soonas practicable after the Annual Meeting.In addition,a replay of the meeting will be publicly available on our InvestorRelations website after the meeting concludes.22023 Proxy StatementPROXY STATEMENT SUMMARYProxy Stateme

75、nt SummaryThis summary highlights certain information contained elsewhere in this proxy statement for the 2023 Annual Meeting ofStockholders(the“Annual Meeting”).This summary does not contain all the information that you should consider,and youshould read the entire proxy statement carefully before

76、voting.2023 Annual Meeting InformationTIME AND DATE8:00 a.m.Pacific Timeon May 24,2023PLACEOnline at is no physical location for the Annual Meeting.RECORD DATEMarch 30,2023Proposals to be Voted on and Board Voting RecommendationsProposalRecommendation of the BoardPage1Election of the 12 Director Nom

77、inees Named in this Proxy StatementFOReach of the nominees122Advisory Vote to Approve Named Executive Officer Compensation(“say-on-pay”vote)FOR493Approval of the PayPal Holdings,Inc.2015 Equity Incentive Award Plan,asAmended and RestatedFOR854Ratification of the Appointment of PricewaterhouseCoopers

78、 LLP as OurIndependent Auditor for 2023FOR955Stockholder Proposal Provision of Services in Conflict ZonesAGAINST986Stockholder Proposal Reproductive Rights and Data PrivacyAGAINST1007Stockholder Proposal PayPal Transparency ReportsAGAINST1028Stockholder Proposal Report on Ensuring Respect for Civil

79、LibertiesAGAINST1059Stockholder Proposal Adopt Majority Vote Standard for Director ElectionsAGAINST107Our 2022 Key HighlightsSound Financial and Operational PerformanceIn 2022,we delivered solid financial and operating results across our key performance metrics.This was accomplishedduring a challeng

80、ing period of macroeconomic uncertainty,slowing ecommerce growth and geopolitical instability.Weended the year with 435 million active consumer and merchant accounts and our revenue increased by 8%to$27.5 billioncompared to 2021.In 2022,we processed 22.3 billion payment transactions and$1.36 trillio

81、n in total payment volumeacross our platform,representing year-over-year increases of 16%and 9%,respectively.We returned$4.2 billion tostockholders through share repurchases in 2022,representing more than 80%of our free cash flow.Importantly,we alsonarrowed our focus on key strategic initiatives and

82、 identified areas to operate more efficiently,reducing both costs andcomplexity throughout the organization.These combined efforts resulted in over$900 million of savings across bothtransaction and non-transaction related expenses,contributing to a return to non-GAAP operating margin expansion andno

83、n-GAAP earnings per share growth in the fourth quarter of 2022.This progress is a direct result of our sharpened focus,responsible innovation and enhanced cost discipline,which enableus to execute on our core strategic priorities.In 2022,we created better checkout experiences,enhanced our digital wa

84、llet,expanded our global pay later solutions and grew our unbranded processing business with leading merchants around theglobe.2023 Proxy Statement3PROXY STATEMENTPROXY STATEMENT SUMMARYOur 2022 Key HighlightsPerformance Highlights202020202020202120212021202220222022RevenueDelivering attractive reve

85、nue growth:25%20%15%10%5%0%Non-GAAP Operating Margin1Expanding network at scale:Free Cash Flow1Growing payment volume:8%Revenue Increase from 2021(Spot Basis)435MActive Accounts(Up 2%from 2021)$1.36TTotal Payment Volume(Up 9%from 2021)$21.5B$25.4B$27.5B21.3%$5.4B25.1%24.8%$4.9B$5.1B$30$25$20$15$10$5

86、$0$6$5$4$3$2$1$01Non-GAAP Operating Margin and Free Cash Flow are not financial measures prepared in accordance with generally accepted accounting principles(“GAAP”).For information onhow we compute these non-GAAP financial measures and a reconciliation to the most directly comparable financial meas

87、ures prepared in accordance with GAAP,please refer to“Appendix A:Reconciliation of Non-GAAP Financial Measures”in this proxy statement.42023 Proxy StatementPROXY STATEMENT SUMMARYOur 2022 Key HighlightsOur Stock Price PerformancePayPal has a track record of creating stockholder value,and despite mar

88、ket volatility over the past year,the Company hasreturned approximately 86%since becoming an independent public company.Our one-year*and three-year*totalstockholder return were-62%and-34%,respectively.Total Stockholder Return(“TSR”)as an Independent Public Company*+86%+171%$27.5051015202530010020030

89、0400500600$70020152016201720182019202020212022+108%Revenuein$BillionsPayPal Holdings,Inc.S&P 500 IndexPeersRevenue*Measured from December 31,2021 to December 31,2022*Measured from December 31,2019 to December 31,2022*Assumes$100 was invested in 2015.Market cap weighted peer index consists of ADBE,GO

90、OG,AMZN,AXP,AAPL,SQ,DFS,FIS,FISV,GPN,INTU,JPM,MA,META,NFLX,ORCL,CRM,NOW,V.To learn more about how our 2022 performance relates to our executive compensation program,see the CompensationDiscussion and Analysis beginning on page 50 of this proxy statement.Driving Progress on our Mission,Vision and Val

91、uesOver the past year,we remained focused on furthering our mission to build a more financially inclusive and interconnectedworld.Our teams worked quickly together to enable$600 million in peer-to-peer payments and money transfers to supportUkrainian citizens and refugees.PayPal and its partners als

92、o helped to raise over$600 million through our platform fororganizations towards Ukrainian relief efforts.We also provided helpful products to small businesses,entrepreneurs andconsumers to improve their financial flexibility and resiliency to weather the uncertain economy.Through our merchantlendin

93、g services,we provided access to more than$4 billion in capital,expanded our Zettle Terminal to merchants in theU.S.,launched PayPal Rewards and Honey extension for consumers to save money on everyday purchases and enabledsecure,passwordless login to PayPal accounts across platforms and devices with

94、 passkeys.We have also continued to pursue initiatives to strengthen the financial security of our workforce and support a flexibleworkplace.This included financial wellness awards to hourly and entry-level employees and a revised vesting schedule ofour restricted stock unit grants to give employees

95、 earlier and more frequent access to their shares.We launched ourLeadership Principles,which promote behaviors to support our next chapter of growth and drive deeper understanding ofour core values of Inclusion,Innovation,Wellness and Collaboration.We continue to have success with our hybrid working

96、model,which preserves the flexibility that is important to our employees while also providing opportunities for in-personcollaboration and professional development.2023 Proxy Statement5PROXY STATEMENTPROXY STATEMENT SUMMARY2023 Director Nominees2023 Director NomineesThe following tables provide summ

97、ary information about our director nominees.All our 2023 director nominees areindependent except Mr.Schulman,PayPal s President and CEO.Directors are elected annually by a majority of votes cast.The Board of Directors recommends that you vote“FOR”the election of each of the 12 nominees.See page 12 o

98、f this proxystatement for this proposal.DirectorsOccupationDiversityAgeDirectorSinceIndependentOther PublicCompanyBoardsCommittee MembershipsARCCOMPGOVRodney C.AdkinsPresident,3RAM Group LLCD6420173JonathanChristodoroPartner,Patriot GlobalManagement,LP462015-John J.DonahoePresident and CEO,Nike,Inc.

99、6220151David W.DormanFormerNon-ExecutiveBoard Chair of CVSHealth Corporation6920151Belinda J.JohnsonFormer ChiefOperating Officer,Airbnb,Inc.W5620171EnriqueLoresPresident and CEO,HP Inc.D5720211Gail J.McGovernPresident and CEO,American RedCrossW7120151Deborah M.MessemerFormer MajorMarket ManagingPar

100、tner,KPMG(retired)W6520192Independent Board ChairCommittee ChairARC=Audit,Risk and Compliance Committee(“ARC Committee”)COMP=Compensation CommitteeGOV=Corporate Governance and Nominating CommitteeW=WomanD=Diverse Ethnicity62023 Proxy StatementPROXY STATEMENT SUMMARY2023 Director NomineesDirectorsOcc

101、upationDiversityAgeDirectorSinceIndependentOther PublicCompanyBoardsCommittee MembershipsARCCOMPGOVDavid M.MoffettFormer CEO,Federal Home LoanMortgage Corp.(retired)7120151Ann M.SarnoffFormer Board Chairand CEO,WarnerMediaStudios&NetworksGroupW612017-Daniel H.SchulmanPresident and CEO,PayPal Holding

102、s,Inc.6520151Frank D.YearyManaging Member,Darwin CapitalAdvisors,LLC5920152Independent Board ChairCommittee ChairARC=Audit,Risk and Compliance Committee(“ARC Committee”)COMP=Compensation CommitteeGOV=Corporate Governance and Nominating CommitteeW=WomanD=Diverse EthnicityBoard Diversity Matrix(As of

103、April 13,2023)Total Number of Directors12Part I:Gender IdentityFemaleMaleDirectors48Part II:Demographic BackgroundAfrican American or Black-1White45Two or More Races or Ethnicities-1Did Not Disclose Demographic Background-1The Board and the Corporate Governance and Nominating Committee(the“Governanc

104、e Committee”)are committed toensuring that the Board is composed of individuals who have highly relevant skills,professional experience andbackgrounds,bring diverse viewpoints and perspectives and effectively represent the long-term interests of stockholders.Below is a snapshot of the diversity,skil

105、ls and experience of our director nominees.For more information about our Boardmembers,see“Director Experience,Expertise and Attributes”beginning on page 13 of this proxy statement.2023 Proxy Statement7PROXY STATEMENTPROXY STATEMENT SUMMARY2023 Director Nominees5.7 YRSaverage tenure of director nomi

106、nees62 YRSaverage age of director nominees33%of director nominees are female17%of director nominees are ethnically diverse1-3 years4-7 yearsFemaleMaleDiverse Ethnic GroupDid Not DiscloseWhite 90 days outstanding(1)1.4%1.5%Net charge-off rate(2)4.5%4.3%(1)Represents percentage of balances which are 9

107、0 days past the billing date or contractual repayment date,as applicable.(2)Net charge-off rate is the annual ratio of net credit losses,excluding fraud losses,on consumer loans as a percentage of the average daily amount of consumer loans and interestreceivable balance during the period.We offer ac

108、cess to merchant finance products for certain small and medium-sized businesses,which we refer to as ourmerchant finance offerings.Total merchant loans,advances,and interest and fees receivable outstanding,net ofparticipation interest sold,as of December 31,2022 was$2.1 billion compared to$1.4 billi

109、on as of December 31,2021,representing a year-over-year increase of 48%.The increase in merchant loans,advances and interest and fees receivableoutstanding was due primarily to growth in our PayPal Business Loan products in the U.S.Approximately 86%and 5%of ourmerchant receivables outstanding as of

110、December 31,2022 were due from merchants in the U.S.and U.K.,as compared toapproximately 82%and 8%as of December 31,2021,respectively.382022 Annual ReportPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsThe following table provides information regard

111、ing the credit quality of our merchant loans,advances,and interest and feesreceivable balance:December 31,20222021Percent of merchant loans,advances,and interest and fees receivable current90.7%91.8%Percent of merchant loans,advances,and interest and fees receivable 90 days outstanding(1)3.7%3.1%Net

112、 charge-off rate(2)4.5%4.7%(1)Represents percentage of balances which are 90 days past the original expected or contractual repayment period,as applicable.(2)Net charge-off rate is the annual ratio of net credit losses,excluding fraud losses,on merchant loans and advances as a percentage of the aver

113、age daily amount of merchant loans,advances,and interest and fees receivable balance during the period.We continue to evaluate and modify our acceptable risk parameters in response to the changing macroeconomicenvironment.Following a reduction in originations in merchant loans and advances in 2020 d

114、ue to the COVID-19pandemic,changes to our acceptable risk parameters in 2021 and 2022 resulted in a gradual increase in originations,andthus a higher merchant receivable balance as of December 31,2022 as compared to December 31,2021.Modifications tothe acceptable risk parameters for our consumer cre

115、dit products did not have a material impact on our consumer loans inthe periods presented.For additional information,see“Note 11Loans and Interest Receivable”in the notes to the consolidated financialstatements,and“Item 1A.Risk FactorsOur credit products expose us to additional risks”included in thi

116、s Form 10-K.Customer Support and OperationsCustomer support and operations includes costs incurred in our global customer operations centers,including costs toprovide call support to our customers,costs to support our trust and security programs protecting our merchants andconsumers,and other costs

117、incurred related to the delivery of our products,including payment devices,card production,and customer onboarding and compliance costs.Customer support and operations(in millions)$2,120$2,075$1,778202020212022Customer support and operations costs increased$45 million,or 2%,in 2022 compared to 2021.

118、The increase in 2022 wasprimarily attributable to increases in expenses related to software that supports our consumer loan products,customeronboarding and compliance costs,other operating charges,and costs associated with the production of PayPal andVenmo branded debit and credit cards,partially of

119、fset by a decline in contractors and consulting costs.Sales and MarketingSales and marketing includes costs incurred for customer acquisition,business development,advertising,and marketingprograms.Sales and marketing(in millions)$2,257202220212020$2,445$1,8612022 Annual Report39ANNUAL REPORTPART III

120、tem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsSales and marketing expenses decreased$188 million,or 8%,in 2022 compared to 2021 due primarily to lower spendingon marketing campaigns compared to the prior year and declines in employee-related and consultin

121、g costs,partially offsetby an increase in amortization of acquired intangibles and payments made to our channel partners.Technology and DevelopmentTechnology and development includes costs incurred in connection with the development of our payments platform,newproducts,and the improvement of our exi

122、sting products,including the amortization of software and website developmentcosts incurred in developing our payments platform,which are capitalized.It also includes acquired developed technologyand our site operations and other infrastructure costs incurred to support our payments platform.Technol

123、ogy and development(in millions)$3,253202220212020$3,038$2,642Technology and development expenses increased$215 million,or 7%,in 2022 compared to 2021 due primarily toincreases in employee-related expenses and cloud computing services utilized in delivering our products and services,partially offset

124、 by a decline in costs related to contractors and consultants.General and AdministrativeGeneral and administrative includes costs incurred to provide support to our business,including legal,human resources,finance,risk and compliance,executive,and other support operations.General and administrative(

125、in millions)$2,099202220212020$2,114$2,070General and administrative expenses decreased$15 million,or 1%,in 2022 compared to 2021 due primarily to declines inprofessional services and employee-related expenses due in part to a decline in stock-based compensation expense,partially offset by an increa

126、se in costs associated with enterprise software services.Restructuring and Other ChargesRestructuring and other charges primarily consist of restructuring expenses and asset impairment charges.Restructuring and other charges(in millions)$207202220212020$62$139Restructuring and other charges increase

127、d by$145 million in 2022 compared to 2021.402022 Annual ReportPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsDuring the first quarter of 2022,management initiated a strategic reduction of the existing global workforce intended tostreamline and opti

128、mize our global operations to enhance operating efficiency.This effort focused on reducing redundantoperations and simplifying our organizational structure.The associated restructuring charges during the year endedDecember 31,2022 were$121 million.We primarily incurred employee severance and benefit

129、s costs,as well as associatedconsulting costs.The strategic actions associated with this plan were substantially completed by the fourth quarter of 2022.The estimated reduction in annualized employee-related costs associated with the impacted workforce was approximately$265 million,including approxi

130、mately$100 million in stock-based compensation.A portion of the reduction in annual costsassociated with the impacted workforce was reinvested in the business to drive additional growth.During the first quarter of 2020,management approved a strategic reduction of the existing global workforce as par

131、t of amultiphase process to reorganize our workforce concurrently with the redesign of our operating structure,which spannedmultiple quarters.During the year ended December 31,2021,the associated restructuring charges were$27 million.Weprimarily incurred employee severance and benefits costs,as well

132、 as associated consulting costs under the 2020 strategicreduction,which was substantially completed in 2021.For information on the associated restructuring liability,see“Note 17Restructuring and Other Charges”in the notes to theconsolidated financial statements included in this Form 10-K.Additionall

133、y,we are continuing to review our real estate and facility capacity requirements due to our new and evolvingwork models.We incurred asset impairment charges of$81 million and$26 million,respectively,due to exiting certainleased properties which resulted in a reduction of right-of-use lease assets an

134、d related leasehold improvements.Other Income(Expense),NetOther income(expense),net of$(471)million in 2022 increased$308 million as compared to$(163)million in 2021 dueprimarily to net losses and impairments on strategic investments incurred in the period compared to net gains in the priorperiod an

135、d,to a lesser extent,an increase in interest expense due in part to incremental expense from our May 2022 fixedrate debt,partially offset by an increase in interest income due to an increase in interest rates.Income Tax Expense(Benefit)Our effective income tax rate was 28%in 2022 and(2)%in 2021.The

136、increase in our effective income tax rate in 2022compared to 2021 was primarily attributable to a decrease in discrete tax benefits associated with stock-basedcompensation deductions and an increase in tax expense related to the intra-group transfer of intellectual property.See“Note 16Income Taxes”t

137、o the consolidated financial statements included in this Form 10-K for more information on oureffective tax rate.Liquidity and Capital ResourcesWe require liquidity and access to capital to fund our global operations,including our customer protection programs,creditproducts,capital expenditures,inve

138、stments in our business,potential acquisitions and strategic investments,workingcapital,and other cash needs.We believe that our existing cash,cash equivalents,and investments,cash expected to begenerated from operations,and our expected access to capital markets,together with potential external fun

139、ding throughthird party sources,will be sufficient to meet our cash requirements within the next 12 months and beyond.Sources of LiquidityCash,Cash Equivalents,and InvestmentsThe following table summarizes our cash,cash equivalents,and investments as of December 31,2022 and 2021:Year Ended December

140、31,20222021(In millions)Cash,cash equivalents,and investments(1)(2)$13,723$12,981(1)Excludes assets related to funds receivable and customer accounts of$36.4 billion and$36.1 billion as of December 31,2022 and 2021,respectively.(2)Excludes total restricted cash of$17 million and$109 million at Decem

141、ber 31,2022 and 2021,respectively,and strategic investments of$2.1 billion and$3.2 billion at December 31,2022 and 2021,respectively.Cash,cash equivalents,and investments held by our foreign subsidiaries were$8.6 billion at December 31,2022 and$7.4 billion at December 31,2021,or 62%and 57%,of our to

142、tal cash,cash equivalents,and investments as of thoserespective dates.At December 31,2022,all of our cash,cash equivalents,and investments held by foreign subsidiaries2022 Annual Report41ANNUAL REPORTPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of Operationsw

143、ere subject to U.S.taxation under Subpart F,Global Intangible Low Taxed Income(“GILTI”)or the one-time transition taxunder the Tax Cuts and Jobs Act of 2017(“Tax Act”).Subsequent repatriations to the U.S.will not be taxable from a U.S.federal tax perspective,but may be subject to state income or for

144、eign withholding tax.A significant aspect of our global cash management activities involves meeting our customersrequirements to accesstheir cash while simultaneously meeting our regulatory financial ratio commitments in various jurisdictions.Our global cashbalances are required not only to provide

145、operational liquidity to our businesses,but also to support our global regulatoryrequirements across our regulated subsidiaries.Accordingly,not all of our cash is available for general corporate purposes.Cash FlowsThe following table summarizes our consolidated statements of cash flows:Year Ended De

146、cember 31,202220212020(In millions)Net cash provided by(used in):Operating activities(1)$5,813$5,797$6,219Investing activities(1)(3,421)(5,149)(16,545)Financing activities(1)(1,110)(557)12,454Effect of exchange rates on cash,cash equivalents,and restricted cash(155)(102)169NET INCREASE(DECREASE)IN C

147、ASH,CASH EQUIVALENTS,AND RESTRICTED CASH$1,127$(11)$2,297(1)Prior period amounts have been revised to conform to the current period presentation.Refer to“Note 1Overview and Summary of Significant Accounting Policies”to ourconsolidated financial statements included in this Form 10-K for additional in

148、formation.Operating ActivitiesCash flows from operating activities includes net income adjusted for certain non-cash expenses,timing differencesbetween expenses recognized for provision for transaction and credit losses and actual cash transaction losses incurred,and changes in other assets and liab

149、ilities.Significant non-cash expenses for the period include depreciation andamortization and stock-based compensation.The cash impact from actual transaction losses incurred during a period isreflected as changes in other assets and liabilities.The expenses recognized during the period for provisio

150、n for creditlosses are estimates of current expected credit losses on our merchant and consumer credit products.Actual charge-offsof receivables related to our merchants and consumer credit products have no impact on cash from operating activities.The net cash generated from operating activities of$

151、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 fromoperating

152、 activities was also impacted by changes in income taxes payable of$373 million,net losses on our strategicinvestments of$304 million,and an increase in other liabilities of$483 million.These changes,which favorably impactedcash generated from operations,were partially offset by actual cash transact

153、ion losses incurred during the period of$1.2 billion and changes in deferred income taxes of$811 million.The net cash generated from operating activities of$5.8 billion in 2021 was due primarily to operating income of$4.3 billion,as well as adjustments for non-cash expenses including stock-based com

154、pensation of$1.4 billion,depreciation andamortization of$1.3 billion,and provision for transaction and credit losses of$1.1 billion.Cash flows from operating activitieswas also impacted by actual cash transaction losses incurred during the period of$1.2 billion,changes in deferred incometaxes of$482

155、 million,an increase in accounts receivable of$222 million,and changes in other assets and liabilities of$287 million.The net cash generated from operating activities of$6.2 billion in 2020 was due primarily to operating income of$3.3 billion,as well as adjustments for non-cash expenses including pr

156、ovision for transaction and credit losses of$1.7 billion,stock-based compensation of$1.4 billion,and depreciation and amortization of$1.2 billion.Cash flows fromoperating activities was also impacted by net gains on our strategic investments of$1.9 billion and actual cash transactionlosses incurred

157、during the period of$1.1 billion,partially offset by increase in other liabilities of$1.0 billion.Cash paid for income taxes,net in 2022,2021,and 2020 was$878 million,$474 million,and$565 million,respectively.422022 Annual ReportPART IIItem 7.Management s Discussion and Analysis of Financial Conditi

158、on and Results of OperationsInvesting ActivitiesCash flows from investing activities includes purchases,maturities and sales of investments,cash paid for acquisitions andstrategic investments,purchases and sales of property and equipment,purchases,originations,and principal repayment ofloans receiva

159、ble,changes in funds receivable,and changes in collateral posted related to derivative instruments,net.The net cash used in investing activities of$3.4 billion in 2022 was due primarily to purchases and originations of loansreceivable of$28.2 billion,purchases of investments of$20.2 billion,changes

160、in funds receivable from customers of$2.8 billion,and purchases of property and equipment of$706 million.These cash outflows were partially offset by principalrepayment of loans receivable of$24.9 billion and maturities and sales of investments of$23.4 billion.The net cash used in investing activiti

161、es of$5.1 billion in 2021 was due primarily to purchases of investments of$40.1 billion,purchases and originations of loans receivable of$13.4 billion,acquisitions(net of cash acquired)of$2.8 billion,andpurchases of property and equipment of$908 million.These cash outflows were partially offset by m

162、aturities and sales ofinvestments of$39.7 billion,principal repayment of loans receivable of$11.8 billion,changes in collateral posted related toderivative instruments,net of$336 million,and changes in funds receivable from customers of$193 million.The net cash used in investing activities of$16.5 b

163、illion in 2020 was due primarily to purchases of investments of$41.5 billion,purchases and originations of loans receivable of$6.1 billion,acquisitions(net of cash acquired)of$3.6 billion,changes in funds receivable from customers of$1.6 billion,purchases of property and equipment of$866 million,and

164、changes in collateral posted related to derivative instruments,net of$327 million.These cash outflows were partially offsetby maturities and sales of investments of$30.9 billion,principal repayment of loans receivable of$6.4 billion and proceedsfrom the sale of property and equipment of$120 million.

165、Financing ActivitiesCash flows from financing activities includes proceeds from issuance of common stock,purchases of treasury stock,taxwithholdings related to net share settlements of equity awards,borrowings and repayments under financing arrangements,changes in funds payable and amounts due to cu

166、stomers,and changes in collateral received related to derivativeinstruments,net.The net cash used in financing activities of$1.1 billion in 2022 was due primarily to the repurchase of$4.2 billion of ourcommon stock under our July 2018 stock repurchase program,repayments of borrowings under financing

167、 arrangements of$1.7 billion(including the repurchase and redemption of certain fixed rate notes and repayment of borrowings under a priorcredit agreement,both described below under“Available credit and debt”),and tax withholdings of$336 million related tonet share settlement of equity awards.These

168、cash outflows were partially offset by borrowings under financingarrangements of$3.5 billion(including proceeds from the issuance of fixed rate debt in May 2022 and borrowings underour Paidy credit agreements)and changes in funds payable and amounts due to customers of$1.5 billion.The net cash used

169、in financing activities of$557 million in 2021 was due primarily to the repurchase of$3.4 billion of ourcommon stock under our July 2018 stock repurchase program,tax withholdings of$1.0 billion related to net sharesettlement of equity awards,and repayments of borrowings under Paidy credit agreements

170、 of$361 million.The cashoutflows were partially offset by changes in funds payable and amounts due to customers of$3.6 billion,cash proceedsfrom borrowings under our Paidy credit agreements of$272 million,and changes in collateral received related to derivativeinstruments,net of$207 million.The net

171、cash generated from financing activities of$12.5 billion in 2020 was due primarily to changes in funds payable andamounts due to customers of$10.6 billion and$7.0 billion of cash proceeds from the issuance of long-term debt in the formof fixed rate notes in May 2020 as well as proceeds from borrowin

172、gs under our Credit Agreement(as defined below under“Available credit and debt”).These cash inflows were partially offset by repayment of outstanding borrowings under ourCredit Agreement of$3.0 billion,the repurchase of$1.6 billion of our common stock under our stock repurchase programs,and tax with

173、holdings related to net share settlement of equity awards of$521 million.Effect of Exchange Rates on Cash,Cash Equivalents,and Restricted CashForeign currency exchange rates had a negative impact of$155 million,a negative impact of$102 million,and a positiveimpact of$169 million on cash,cash equival

174、ents,and restricted cash during 2022,2021,and 2020,respectively,whichresulted primarily from the impact of fluctuations in the exchange rate of the U.S.dollar to the Australian dollar.The negativeimpact of foreign currency exchange on cash,cash equivalents,and restricted cash in 2022 was also attrib

175、utable,to alesser extent,to the fluctuations in the exchange rate of the U.S.dollar to the Swedish krona,Japanese yen,Indian rupee,and the Euro.The negative impact of foreign currency exchange on cash,cash equivalents,and restricted cash in 2021 wasalso attributable,to a lesser extent,to the fluctua

176、tions in the exchange rate of the U.S.dollar to the Euro and Swedish krona.2022 Annual Report43ANNUAL REPORTPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsAvailable Credit and DebtIn February 2022,we entered into a credit agreement(the“Paidy Credit

177、 Agreement”)with Paidy as co-borrower,whichprovides for an unsecured revolving credit facility of 60.0 billion.In September 2022,the Paidy Credit Agreement wasmodified to increase the borrowing capacity by 30.0 billion for a total borrowing capacity of 90.0 billion(approximately$686 million as of De

178、cember 31,2022).In the year ended December 31,2022,64.3 billion(approximately$491 million)wasdrawn down under the Paidy Credit Agreement.Accordingly,at December 31,2022,25.7 billion(approximately$195 million)of borrowing capacity was available for the purposes permitted by the Paidy Credit Agreement

179、,subject tocustomary conditions to borrowing.In October 2021,we assumed a credit agreement through our acquisition of Paidy(the“Prior Credit Agreement”).The PriorCredit Agreement provided for a secured revolving credit facility of approximately 22.8 billion(approximately$198 millionat the time of ac

180、quisition).In the first quarter of 2022,we terminated the Prior Credit Agreement and repaid outstandingborrowings.In September 2019,we entered into a credit agreement(the“Credit Agreement”)that provides for an unsecured$5.0 billion,five-year revolving credit facility that includes a$150 million lett

181、er of credit sub-facility and a$500 millionswingline sub-facility,with available borrowings under the revolving credit facility reduced by the amount of any letters ofcredit and swingline borrowings outstanding from time to time.As of December 31,2022,no borrowings were outstandingunder the Credit A

182、greement and as such,$5.0 billion of borrowing capacity was available for the purposes permitted by theCredit Agreement,subject to customary conditions to borrowing.We maintain uncommitted credit facilities in various regions throughout the world with a borrowing capacity ofapproximately$80 million

183、in the aggregate,where we can withdraw and utilize the funds at our discretion for generalcorporate purposes.As of December 31,2022,the majority of the borrowing capacity under these credit facilities wasavailable,subject to customary conditions to borrowing.In May 2022,May 2020 and September 2019,w

184、e issued fixed rate notes with varying maturity dates for an aggregateprincipal amount of$12.0 billion(collectively referred to as the“Notes”).Proceeds from the issuance of these Notes may beused for general corporate purposes,which may include funding the repayment or redemption of outstanding debt

185、,sharerepurchases,ongoing operations,capital expenditures,and possible acquisitions of businesses,assets,or strategicinvestments.In May 2022,we used a portion of the proceeds from that debt issuance to repurchase and redeem$1.6 billionin notes from our prior debt issuances in September 2019 and May

186、2020.As of December 31,2022,we had$10.4 billion infixed rate debt outstanding with varying maturity dates.For additional information,see“Note 12Debt”to our consolidated financial statements included in this Form 10-K.Depending on market conditions,we may from time to time issue debt,including in pri

187、vate or public offerings,to fund ouroperating activities,finance acquisitions,make strategic investments,repurchase shares under our stock repurchaseprograms,or reduce our cost of capital.We have a cash pooling arrangement with a financial institution for cash management purposes.The arrangement all

188、owsfor cash withdrawals from the financial institution based upon our aggregate operating cash balances held within thefinancial institution(“Aggregate Cash Deposits”).The arrangement also allows us to withdraw amounts exceeding theAggregate Cash Deposits up to an agreed-upon limit.The net balance o

189、f the withdrawals and the Aggregate CashDeposits are used by the financial institution as a basis for calculating our net interest expense or income under thearrangement.As of December 31,2022,we had a total of$1.7 billion in cash withdrawals offsetting our$1.7 billion inAggregate Cash Deposits held

190、 within the financial institution under the cash pooling arrangement.Credit RatingsAs of December 31,2022,we continue to be rated investment grade by Standard and Poor s Financial Services,LLC,FitchRatings,Inc.,and Moody s Investors Services Inc.We expect that these credit rating agencies will conti

191、nue to monitor ourperformance,including our capital structure and results of operations.Our goal is to be rated investment grade,but ascircumstances change,there are factors that could result in our credit ratings being downgraded or put on a watch list forpossible downgrading.If that were to occur,

192、it could increase our borrowing rates,including the interest rate on borrowingsunder our credit agreements.Current and Future Cash RequirementsOur material cash requirements include funds to support current and potential:operating activities,credit products,customer protection programs,stock repurch

193、ases,strategic investments,acquisitions,other commitments,and capitalexpenditures and other future obligations.442022 Annual ReportPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsCredit ProductsGrowth in our portfolio of loan receivables increases o

194、ur liquidity needs,and any inability to meet those liquidity needscould adversely affect our business.We are currently evaluating partnerships and third-party sources of funding for ourcredit products.In June 2018,the Luxembourg Commission de Surveillance du Secteur Financier(the“CSSF”)agreed that P

195、ayPal smanagement may designate up to 35%of European customer balances held in our Luxembourg banking subsidiary to fundEuropean and U.S.credit activities.In August 2022,the CSSF approved PayPal s management designating up to 50%ofsuch balances to fund our credit activities through the end of Februa

196、ry 2023.During 2022,an additional$1.1 billion wasapproved to fund our credit activities.As of December 31,2022,the cumulative amount approved by management to bedesignated to fund credit activities aggregated to$3.8 billion and represented approximately 37%of European customerbalances made available

197、 for our corporate use at that date,as determined by applying financial regulations maintained bythe CSSF.We may periodically seek to designate additional amounts of European customer balances for our creditactivities,as we deem necessary,based on utilization of the approved funds and anticipated cr

198、edit funding requirements.Under certain exceptional circumstances,corporate liquidity could be called upon to meet our obligations related to ourEuropean customer balances.While our objective is to expand the availability of our credit products with capital from external sources,there can be noassur

199、ance that we will be successful in achieving that goal.Customer Protection ProgramsThe risk of losses from our customer protection programs are specific to individual consumers,merchants,andtransactions,and may also be impacted by regional variations in,and changes or modifications to,the programs,i

200、ncludingas a result of changes in regulatory requirements.For the periods presented in these consolidated financial statementsincluded in this report,our transaction loss rate ranged between 0.09%and 0.12%of TPV.Historical loss rates may not beindicative of future results.Stock RepurchasesDuring the

201、 year ended December 31,2022,we repurchased approximately$4.2 billion of our common stock in the openmarket under our stock repurchase program authorized in July 2018.In June 2022,our Board of Directors authorized anadditional stock repurchase program that provides for the repurchase of up to$15.0 b

202、illion of our common stock,with noexpiration from the date of authorization.As of December 31,2022,a total of approximately$861 million and$15.0 billion remained available for future repurchases of our common stock under our July 2018 and June 2022 stockrepurchase programs,respectively.For additiona

203、l information,see“Note 14Stock Repurchase Programs”to ourconsolidated financial statements included in this Form 10-K.Future ObligationsAs of December 31,2022 and 2021,approximately$4.9 billion and$4.1 billion,respectively,of unused credit was availableto PayPal Credit account holders in the U.K.Whi

204、le this amount represents the total unused credit available,we have notexperienced,and do not anticipate,that all of our PayPal Credit account holders will access their entire available credit atany given point in time.In addition,the individual lines of credit that make up this unused credit are su

205、bject to periodicreview and termination based on,among other things,account usage and customer creditworthiness.2022 Annual Report45ANNUAL REPORTPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsWe have certain fixed contractual obligations and commit

206、ments that include future estimated payments for generaloperating purposes.Changes in our business needs,contractual cancellation provisions,fluctuating interest rates,andother factors may result in actual payments differing from our estimates.We cannot provide certainty regarding the timingand amou

207、nts of these payments.The following table summarizes our obligations as of December 31,2022 that areexpected to impact liquidity and cash flow in future periods.We believe we will be able to fund these obligations throughour existing cash and investment portfolio and cash expected to be generated fr

208、om operations.PurchaseObligationsOperatingLeasesTransitionTaxLong-termDebtTotalPayments Due During the Year Ending December 31,(In millions)2023$900$170$212$739$2,02120247081572841,5682,71720253741163541,2802,12420263291051,5221,95620272092729841Thereafter1509,2159,365$2,331$790$850$15,053$19,024The

209、 significant assumptions used in our determination of amounts presented in the above table are as follows:Purchase obligation amounts include minimum purchase commitments for cloud computing services,advertising,andcapital expenditures,and other goods and services entered into in the ordinary course

210、 of business.Operating lease amounts include minimum rental payments under our non-cancelable operating leases(includingleases not yet commenced)primarily for office and data center facilities.The amounts presented are consistent withcontractual terms and are not expected to differ significantly fro

211、m actual results under our existing leases,unless asubstantial change in our headcount needs requires us to expand our occupied space or exit an office facility early.Transition tax represents the one-time mandatory tax on previously deferred foreign earnings under the Tax Act.Long-term debt amounts

212、 represent the future principal and interest payments(based on contractual interest rates)onour fixed-rate debt.For more information,see“Note 12Debt”to our consolidated financial statements included in thisForm 10-K.As we are unable to reasonably predict the timing of settlement of liabilities relat

213、ed to unrecognized tax benefits,net,thetable above does not include$1.9 billion of such non-current liabilities included in deferred and other tax liabilities recordedon our consolidated balance sheet as of December 31,2022.Other ConsiderationsOur liquidity,access to capital,and borrowing costs coul

214、d be adversely impacted by declines in our credit rating,ourfinancial performance,and global credit market conditions,as well as a broad range of other factors.In addition,ourliquidity,access to capital,and borrowing costs could also be negatively impacted by the outcome of any of the legal orregula

215、tory proceedings to which we are a party.See“Item 1A.Risk Factors”and“Note 13Commitments andContingencies”to our consolidated financial statements included in this Form 10-K for additional discussion of these andother risks that our business faces.Critical Accounting Policies and EstimatesThe applic

216、ation of U.S.generally accepted accounting principles(“GAAP”)requires us to make estimates and assumptionsabout certain items and future events that directly affect our reported financial condition.We have established detailedpolicies and control procedures to provide reasonable assurance that the m

217、ethods used to make estimates andassumptions are well controlled and are applied consistently from period to period.The accounting estimates andassumptions discussed in this section are those that we consider to be the most critical to our financial statements.Anaccounting estimate or assumption is

218、considered critical if both(a)the nature of the estimate or assumption is material dueto the levels of subjectivity and judgment involved,and(b)the impact within a reasonable range of outcomes of theestimate and assumption is material to our financial condition.Management has discussed the developme

219、nt,selection,and disclosure of these estimates with the Audit,Risk,and Compliance Committee of our Board of Directors.Our significantaccounting policies,including recent accounting pronouncements,are described in“Note 1Overview and Summary ofSignificant Accounting Policies”to the consolidated financ

220、ial statements included in this Form 10-K.462022 Annual ReportPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsA quantitative sensitivity analysis is provided where information is reasonably available,can be reliably estimated,andprovides material in

221、formation to investors.The amounts used to assess sensitivity are included to allow users of this reportto understand a general directional cause and effect of changes in the estimates and do not represent management spredictions of variability.For all of these estimates,it should be noted that futu

222、re events rarely develop exactly asforecasted,and such estimates require regular review and adjustment.Allowance for Transaction and Credit LossesTransaction and credit losses include the expense associated with our customer protection programs,fraud,chargebacks,and credit losses associated with our

223、 loans receivable balances.Our transaction and credit losses fluctuate depending onmany factors,including:total TPV,product mix,current and projected macroeconomic conditions,merchant insolvencyevents,changes to and usage of our customer protection programs,the impact of regulatory changes,and the c

224、reditquality of loans receivable arising from transactions funded with our credit products,which include revolving andinstallment credit products offered to consumers at checkout,and merchant loans and advances arising from the PayPalWorking Capital and PayPal Business Loan products.We establish all

225、owances for negative customer balances and estimated transaction losses arising from processingcustomer transactions,such as chargebacks for unauthorized credit card use and merchant-related chargebacks due tonon-delivery or unsatisfactory delivery of purchased items,purchase protection program clai

226、ms,account takeovers,andAutomated Clearing House returns.Additions to the allowance,in the form of provisions,are reflected in transaction andcredit losses on our consolidated statements of income(loss).The allowances are based on known facts andcircumstances,internal factors including experience wi

227、th similar cases,historical trends involving collection and write-offpatterns,and the mix of transaction and loss types,as well as current and projected macroeconomic factors,asappropriate.We also establish an allowance for loans and interest receivable,which represents our estimate of current expec

228、ted creditlosses inherent in our portfolio of loans and interest receivable.This evaluation process is subject to numerous estimatesand judgments.The allowance is primarily based on expectations of credit losses based on historical lifetime loss data aswell as macroeconomic forecasts applied to the

229、portfolio.The loss models incorporate various portfolio attributes includinggeographic region,first borrowing versus repeat borrowing,delinquency,loan term,internally developed risk ratings,creditrating,and vintage,which vary by portfolio.The loss models also incorporate macroeconomic factors such a

230、s forecastedtrends in unemployment,retail e-commerce sales,and household disposable income(and through the second quarter of2022,benchmark credit card charge-off rates),which are sourced externally,using a single scenario that we believe ismost appropriate to the economic conditions applicable to a

231、particular period.Projected loss rates,inclusive of historicalloss data and macroeconomic factors,are applied to the principal amount of our merchant and consumer receivables.Ourconsumer receivables consist of revolving products,which do not have a contractual term,and installment products.Thereason

232、able and supportable forecast period for revolving products,installment products,and merchant products that wehave included in our projected loss rates for 2022,which approximates the estimated life of the loans,is approximately 2years,approximately 7 months to 3.5 years,and approximately 2.5 to 3.5

233、 years,respectively.In 2021,the reasonable andsupportable forecast periods were consistent with 2022 except for installment products,which had an estimated life of 7months to 2.5 years.We also include qualitative adjustments that incorporate incremental information not captured in thequantitative es

234、timates of our current expected credit losses.The allowance for current expected credit losses on interestand fees receivable is determined primarily by applying loss curves to each portfolio by geography,delinquency,andperiod of origination,among other factors.Determining appropriate current expect

235、ed credit loss allowances for loans and interest receivable is an inherently uncertainprocess and ultimate losses may vary from the current estimates.We regularly update our allowance estimates as newfacts become known and events occur that may impact the settlement or recovery of losses.The allowan

236、ces aremaintained at a level we deem appropriate to adequately provide for current expected credit losses at the balance sheetdate after incorporating the impact of externally sourced macroeconomic forecasts.As of December 31,2022,we utilizedexternally published projections of the U.S.and U.K.foreca

237、sted unemployment rates,forecasted U.S.retail e-commercesales,and forecasted U.K.household disposable income,among others,over the reasonable and supportable forecastperiod.As of December 31,2021,we utilized externally published projections of the U.S.and U.K.forecasted unemploymentrates over the re

238、asonable and supportable forecast period.The overall principal and interest coverage ratio as ofDecember 31,2022 and 2021 was approximately 7%and 9%,respectively.A significant change in the forecastedmacroeconomic factors could result in a material change in our allowances.Our allowance as of Decemb

239、er 31,2022 tookinto account uncertainty with respect to macroeconomic conditions,and uncertainty around the financial health of ourborrowers and effectiveness of loan modification programs made available to merchants.Our allowance as ofDecember 31,2021 took into account continued volatility with res

240、pect to macroeconomic conditions and uncertaintyaround the financial health of our merchant borrowers,including uncertainty around the effectiveness of loan modificationprograms made available to merchants.An increase of 1%in the principal and interest coverage ratio would increase our2022 Annual Re

241、port47ANNUAL REPORTPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of Operationsallowances by approximately$80 million based on the loans and interest receivable balance outstanding as ofDecember 31,2022.Accounting For Income TaxesOur annual tax rate is based on

242、 our income,statutory tax rates,and tax planning opportunities available to us in the variousjurisdictions in which we operate.Tax laws are complex and subject to different interpretations by the taxpayer andrespective government taxing authorities.Significant judgment is required in determining our

243、 tax expense and in evaluatingour tax positions,including evaluating uncertainties.We review our tax positions quarterly and adjust the balances as newinformation becomes available.Our income tax rate is significantly affected by the tax rates that apply to our foreignearnings.In addition to local c

244、ountry tax laws and regulations,our income tax rate depends on the extent that our foreignearnings are taxed by the U.S.through provisions such as the GILTI tax and base erosion anti-abuse tax or as a result of ourindefinite reinvestment assertion.Indefinite reinvestment is determined by management

245、s judgment about,and intentionsconcerning,our future operations.Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years.Suchassets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities,a

246、s wellas from net operating loss and tax credit carryforwards.We evaluate the recoverability of these future tax deductions andcredits by assessing the adequacy of future expected taxable income from all sources,including reversal of taxabletemporary differences,forecasted operating earnings,and ava

247、ilable tax planning strategies.These sources of income relyheavily on estimates that are based on a number of factors,including our historical experience and short-range and long-range business forecasts.To the extent deferred tax assets are not expected to be realized,we record a valuation allowanc

248、e.We recognize and measure uncertain tax positions in accordance with U.S.GAAP,pursuant to which we only recognize thetax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination bythe taxing authorities,based on the technical merits

249、 of the position.The tax benefits recognized in the financial statementsfrom such positions are then measured based on the largest benefit that has a greater than 50 percent likelihood of beingrealized upon ultimate settlement.We report a liability for unrecognized tax benefits resulting from uncert

250、ain tax positionstaken or expected to be taken in a tax return.U.S.GAAP further requires that a change in judgment related to the expectedultimate resolution of uncertain tax positions be recognized in earnings in the quarter in which such change occurs.Werecognize interest and penalties,if any,rela

251、ted to unrecognized tax benefits in income tax expense.We file annual income tax returns in multiple taxing jurisdictions around the world.A number of years may elapse before anuncertain tax position is audited by the relevant tax authorities and finally resolved.While it is often difficult to predi

252、ct thefinal outcome or the timing of resolution of any particular uncertain tax position,we believe that our reserves for incometaxes are adequate.We adjust these reserves,as well as the related interest and penalties,where appropriate in light ofchanging facts and circumstances.Settlement of any pa

253、rticular position could require the use of cash.Based on our results for the year ended December 31,2022,a one-percentage point increase in our effective tax rate wouldhave resulted in an increase in our income tax expense of approximately$34 million.Loss ContingenciesWe are currently involved in va

254、rious claims,regulatory and legal proceedings,and investigations of potential operatingviolations by regulatory oversight authorities.We regularly review the status of each significant matter and assess ourpotential financial exposure.If the potential loss from any claim,legal proceeding,or potentia

255、l regulatory violation isconsidered probable and the amount can be reasonably estimated,we accrue a liability for the estimated loss.Significantjudgment is required in both the determination of probability and whether an exposure is reasonably estimable.Ourjudgments are subjective and are based on t

256、he status of the legal or regulatory proceedings,the merits of our defenses,and consultation with in-house and outside legal counsel.Because of uncertainties related to these matters,accruals arebased on the best information available at the time.As additional information becomes available,we reasse

257、ss the potentialliability related to pending claims,litigation,or other violations and may revise our estimates.Due to the inherentuncertainties of legal and regulatory processes in the multiple jurisdictions in which we operate,our judgments may differmaterially from the actual outcomes.Revenue Rec

258、ognitionApplication of the accounting principles in U.S.GAAP related to the measurement and recognition of revenue requires us tomake judgments and estimates.Complex arrangements with nonstandard terms and conditions may require significantcontract interpretation to determine the appropriate account

259、ing.Specifically,the determination of whether we are aprincipal to a transaction(gross revenue)or an agent(net revenue)can require considerable judgment.Further,we provideincentive payments to consumers and merchants.Evaluating whether these incentives are a payment to a customer,or482022 Annual Rep

260、ortPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of Operationsconsideration payable on behalf of a customer,requires judgment.Incentives determined to be made to a customer,orpayable on behalf of a customer,are recorded as a reduction to gross revenue.Changes

261、in judgments with respect tothese assumptions and estimates could impact the amount of revenue recognized.Valuation of Goodwill and IntangiblesThe valuation of assets acquired in a business combination requires the use of significant estimates and assumptions.Theacquisition method of accounting for

262、business combinations requires us to estimate the fair value of assets acquired,liabilities assumed,and any noncontrolling interest in an acquired business to properly allocate purchase priceconsideration between assets that are depreciated or amortized and goodwill.Our estimates are based upon assu

263、mptionsthat we believe to be reasonable,but which are inherently uncertain and unpredictable.These valuations require the use ofmanagement s assumptions,which do not reflect unanticipated events and circumstances that may occur.Evaluation of Strategic Investments for ImpairmentWe have strategic inve

264、stments in non-marketable equity securities,which include investments that do not have a readilydeterminable fair value and are measured at cost minus impairment,if any,and are adjusted for changes resulting fromobservable price changes in orderly transactions for an identical or similar investment

265、in the same issuer(the MeasurementAlternative).We review these investments regularly to determine if impairment has occurred.We assess whether animpairment loss on these non-marketable equity securities,which are primarily investments in privately held companies,has occurred based on qualitative fac

266、tors such as the companiesfinancial condition and business outlook,industryperformance,regulatory,economic or technological environment,and other relevant events and factors affecting thecompany.When indicators of impairment exist,we estimate the fair value of these non-marketable equity securities

267、usingthe market approach and/or the income approach.If any impairment is identified,we write down the investment to its fairvalue and record the corresponding charge through other income(expense),net in our consolidated statements of income(loss).Estimating fair value requires judgment and use of es

268、timates such as discount rates,forecasted cash flows,andmarket data of comparable companies,among others.Item 7A.Quantitative and Qualitative Disclosures About Market RiskMarket risk is the potential for economic losses to be incurred on market risk sensitive instruments arising from adversechanges

269、in market factors such as interest rates,foreign currency exchange rates,and equity investment risk.Managementestablishes and oversees the implementation of policies governing our investing,funding,and foreign currency derivativeactivities intended to mitigate market risks.We monitor risk exposures

270、on an ongoing basis.Interest Rate RiskWe are exposed to interest rate risk relating to our investment portfolio and from interest-rate sensitive assets underlyingthe customer balances we hold on our consolidated balance sheets as customer accounts.As of December 31,2022 and 2021,approximately 57%and

271、 40%,respectively,of our total cash,cash equivalents,andinvestment portfolio(excluding restricted cash and strategic investments)was held in cash and cash equivalents.Theremaining portfolio and assets underlying the customer balances that we hold on our consolidated balance sheets ascustomer account

272、s are maintained in interest and non-interest bearing bank deposits,time deposits,and available-for-saledebt securities.We seek to preserve principal while holding eligible liquid assets,as defined by applicable regulatoryrequirements and commercial law in certain jurisdictions where we operate,equa

273、l to at least 100%of the aggregateamount of all customer balances.We do not pay interest on amounts due to customers.Interest rate movements affect the interest income we earn on cash and cash equivalents,time deposits,andavailable-for-sale debt securities and the fair value of those securities.A hy

274、pothetical 100 basis points increase in interestrates would have resulted in a decrease in the fair value of our cash equivalents and available-for-sale debt securitiesinvestment by approximately$161 million and$272 million at December 31,2022 and 2021,respectively.Changes in the fairvalue of our av

275、ailable-for-sale debt securities resulting from such interest rate changes are reported as a component ofaccumulated other comprehensive income(“AOCI”)and are realized only if we sell the securities prior to their scheduledmaturities or the declines in fair values are due to expected credit losses.A

276、s of December 31,2022 and 2021,we had$10.4 billion and$9.0 billion,respectively,in fixed rate debt with varyingmaturity dates.Since these notes bear interest at fixed rates,they do not result in any financial statement risk associatedwith changes in interest rates.However,the fair value of these not

277、es fluctuates when interest rates change,increasing inperiods of declining interest rates and declining in periods of increasing interest rates.2022 Annual Report49ANNUAL REPORTPART IIItem 7A.Quantitative and Qualitative Disclosures About Market RiskAs of December 31,2022 and 2021,we also had revolv

278、ing credit facilities of approximately$5.7 billion and$5.2 billion,respectively,available to us.We are obligated to pay interest on borrowings under these facilities as well as othercustomary fees,including an upfront fee and an unused commitment fee based on our debt rating.Borrowings under thesefa

279、cilities,if any,bear interest at floating rates.As a result,we are exposed to the risk related to fluctuations in interest rate tothe extent of our borrowings.As of December 31,2022 and 2021,we had 64.3 billion(approximately$491 million)and11.3 billion(approximately$98 million),respectively,outstand

280、ing under these credit facilities.A 100 basis pointshypothetical adverse change in applicable market interest rates would not have resulted in a material impact to interestexpense recorded in the period.For additional information,see“Note 12Debt”in the notes to the consolidated financialstatements i

281、ncluded in this Form 10-K.Interest rates may also adversely impact our customersspending levels and ability and willingness to pay outstandingamounts owed to us.Higher interest rates often lead to larger payment obligations by customers of our credit products tous,or to lenders under mortgage,credit

282、 card,and other consumer and merchant loans,which may reduce our customersability to remain current on their obligations to us and therefore lead to increased delinquencies,charge-offs,andallowances for loans and interest receivable,which could have an adverse effect on our net income(loss).Foreign

283、Currency Exchange Rate RiskWe 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 currency exchange rate risk and may adversely impactour financial results.We transac

284、t in various foreign currencies and have significant international revenues and costs.Inaddition,we charge our international subsidiaries for their use of intellectual property and technology and for certaincorporate services.Our cash flows,results of operations,and certain of our intercompany balan

285、ces that are exposed toforeign currency exchange rate fluctuations may differ materially from expectations,and we may record significant gains orlosses due to foreign currency fluctuations and related hedging activities.We are generally a net receiver of foreigncurrencies and therefore benefit from

286、a weakening of the United States(“U.S.”)dollar,and are adversely affected by astrengthening of the U.S.dollar,relative to foreign currencies.We considered the historical trends in foreign currencyexchange rates and determined that it was reasonably possible that changes in exchange rates of 10%for a

287、ll currenciescould be experienced in the near term.We have a foreign currency exchange exposure management program designed to identify material foreign currencyexposures,manage these exposures,and reduce the potential effects of currency fluctuations on our consolidated cashflows and results of ope

288、rations through the execution of foreign currency exchange contracts.These foreign currencyexchange contracts are accounted for as derivative instruments;for additional details related to our foreign currencyexchange contracts,please see“Note 10Derivative Instruments”to the consolidated financial st

289、atements included in thisForm 10-K.We use foreign currency exchange forward contracts to protect our forecasted U.S.dollar-equivalent earnings and ourinvestment in foreign subsidiaries from adverse changes in foreign currency exchange rates.These hedging contractsreduce,but do not entirely eliminate

290、,the impact of adverse foreign currency exchange rate movements.We designatethese contracts as cash flow hedges of forecasted revenues denominated in foreign currencies and net investment hedgesfor accounting purposes.The derivative s gain or loss is initially reported as a component of AOCI.Cash fl

291、ow hedges aresubsequently reclassified into revenue in the same period the forecasted transaction affects earnings.The accumulatedgains and losses associated with net investment hedges will remain in AOCI until the foreign subsidiaries are sold orsubstantially liquidated,at which point they will be

292、reclassified into earnings.If the U.S.dollar weakened by a hypothetical 10%at December 31,2022 and 2021,the amount recorded in AOCI related toour foreign currency exchange forward contracts,before taxes,would have been approximately$710 million and$512 million lower,respectively,before considering t

293、he offsetting impact of the underlying hedged item.We have an additional foreign currency exchange management program in which we use foreign currency exchangecontracts to offset the foreign currency exchange risk on our assets and liabilities denominated in currencies other than thefunctional curre

294、ncy of our subsidiaries.These contracts are not designated as hedging instruments and reduce,but do notentirely eliminate,the impact of currency exchange rate movements on our assets and liabilities.The foreign currencyexchange gains and losses on our assets and liabilities are recorded in other inc

295、ome(expense),net,and are offset by thegains and losses on the foreign currency exchange contracts.Adverse changes in exchange rates of a hypothetical 10%for all foreign currencies would have resulted in a negativeimpact on income before income taxes of approximately$173 million and$196 million at De

296、cember 31,2022 and 2021,respectively,without considering the offsetting effect of foreign currency exchange contracts.Foreign currency exchangecontracts in place as of December 31,2022 would have positively impacted income before income taxes by approximately$144 million,resulting in a net negative

297、impact of approximately$29 million.Foreign currency exchange contracts in place502022 Annual ReportPART IIItem 7A.Quantitative and Qualitative Disclosures About Market Riskas of December 31,2021 would have positively impacted income before income taxes by approximately$203 million,resulting in a net

298、 positive impact of approximately$7 million.These reasonably possible adverse changes in exchangerates of 10%were applied to monetary assets,monetary liabilities,and available-for-sale debt securities denominated incurrencies other than the functional currencies of our subsidiaries at the balance sh

299、eet dates to compute the adverseimpact these changes would have had on our income before income taxes in the near term.Equity Investment RiskOur strategic investments are subject to a variety of market-related risks that could substantially reduce or increase thecarrying value of the portfolio.As of

300、 December 31,2022 and 2021,our strategic investments totaled$2.1 billion and$3.2 billion which represented approximately 14%and 20%of our total cash,cash equivalents,and short-term and long-term investment portfolio at each of those respective dates.Our strategic investments include marketable equit

301、y securities,which are publicly traded,and non-marketable equity securities,which are primarily investments in privately heldcompanies.We are required to record all adjustments to the value of these strategic investments through our consolidatedstatements of income(loss).As such,we expect volatility

302、 to our net income(loss)in future periods due to changes in fairvalue related to our investments in marketable equity securities and changes in observable prices related to ournon-marketable equity securities accounted for under the Measurement Alternative.These changes could be materialbased on mar

303、ket conditions.Additionally,the financial success of our investments in privately held companies is typicallydependent on a liquidity event,such as a public offering,acquisition,private sale,or other favorable market event providingthe ability to realize appreciation in the value of the investment.A

304、 hypothetical adverse change of 10%in the carrying valueof our strategic investments as of December 31,2022,which could be experienced in the near term,would have resulted inan incremental decrease of approximately$215 million to the carrying value of the portfolio.We review our non-marketableequity

305、 securities accounted for under the Measurement Alternative for impairment when events and circumstancesindicate a decline in fair value of such assets below carrying value.Our analysis includes a review of recent operatingresults and trends,recent purchases and sales of securities,and other publicl

306、y available data,for which we assess factorssuch as the investees financial condition and business outlook,industry performance,regulatory,economic,ortechnological environment,and other relevant events and factors affecting the investee.Item 8.Financial Statements and Supplementary DataThe audited c

307、onsolidated financial statements covering the years ended December 31,2022,2021,and 2020 andaccompanying notes listed in Part IV,Item 15(a)(1)of this Form 10-K are included in this report.Item 9.Changes in and Disagreements with Accountants on Accounting andFinancial DisclosureNone.Item 9A.Controls

308、and ProceduresEvaluation of disclosure controls and procedures.Based on the evaluation of our disclosure controls and procedures(asdefined 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 fi

309、nancial officer have concluded that as of December 31,2022,the end ofthe period covered by this report,our disclosure controls and procedures were effective.Managements report on internal control over financial reporting.Our management is responsible for establishing andmaintaining adequate internal

310、 control over financial reporting.Our management,including our principal executive officerand principal financial officer,conducted an evaluation of the effectiveness of our internal control over financial reportingbased on the framework in Internal ControlIntegrated Framework(2013)issued by the Com

311、mittee of SponsoringOrganizations of the Treadway Commission.Based on its evaluation under the framework in Internal ControlIntegratedFramework,our management concluded that our internal control over financial reporting was effective as of December 31,2022.The effectiveness of our internal control o

312、ver financial reporting as of December 31,2022 has been audited byPricewaterhouseCoopers LLP,an independent registered public accounting firm,as stated in their report which appears inItem 15(a)of this Form 10-K.Changes in internal controls over financial reporting.There were no changes in our inter

313、nal controls over financial reportingas defined in Exchange Act Rule 13a-15(f)that occurred during our most recently completed fiscal quarter that havematerially affected,or are reasonably likely to materially affect,our internal control over financial reporting.2022 Annual Report51ANNUAL REPORTPART

314、 IIItem 9B.Other InformationItem 9B.Other InformationNone.Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNone.522022 Annual ReportPART IIIItem 10.Directors,Executive Officers and Corporate GovernancePart IIIItem 10.Directors,Executive Officers and Corporate GovernanceInco

315、rporated by reference from our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SECwithin 120 days after December 31,2022.Item 11.Executive CompensationIncorporated by reference from our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the

316、SECwithin 120 days after December 31,2022.Item 12.Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder MattersIncorporated by reference from our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SECwithin 120 days after December 31,2022

317、.Item 13.Certain Relationships and Related Transactions,and DirectorIndependenceIncorporated by reference from our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SECwithin 120 days after December 31,2022.Item 14.Principal Accounting Fees and ServicesIncorporated by

318、reference from our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SECwithin 120 days after December 31,2022.2022 Annual Report53ANNUAL REPORTPART IVItem 15.Exhibits,Financial Statement SchedulesPart IVItem 15.Exhibits,Financial Statement Schedules(a)The following do

319、cuments are filed as part of this report:PageNumber1.Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm(PCAOB ID 238)55Consolidated Balance Sheets57Consolidated Statements of Income(Loss)58Consolidated Statements of Comprehensive Income(Loss)59Consolidated State

320、ments of StockholdersEquity60Consolidated Statements of Cash Flows61Notes to Consolidated Financial Statements632.Financial Statement ScheduleSchedule IIValuation and Qualifying Accounts117All other schedules have been omitted because the information required to be set forth therein is not applicabl

321、e or is shownin the financial statements or notes thereto.3.Exhibits Required by Item 601 of Regulation S-K118The information required by this Item is set forth in the Index of Exhibits that precedes the signature page of this AnnualReport.542022 Annual ReportPART IVReport of Independent Registered

322、Public Accounting FirmReportofIndependentRegisteredPublicAccountingFirmTo the Board of Directors and Stockholders of PayPal Holdings,Inc.Opinions on the Financial Statements and Internal Control over FinancialReportingWe have audited the accompanying consolidated balance sheets of PayPal Holdings,In

323、c.and its subsidiaries(the“Company”)as of December 31,2022 and 2021,and the related consolidated statements of income(loss),ofcomprehensive income(loss),of stockholdersequity and of cash flows for each of the three years in the period endedDecember 31,2022,including the related notes and schedule of

324、 valuation and qualifying accounts for each of the threeyears in the period ended December 31,2022 listed in the index appearing under Item 15(a)(2)(collectively referred to asthe“consolidated financial statements”).We also have audited the Company s internal control over financial reporting as ofDe

325、cember 31,2022,based on criteria established in Internal ControlIntegrated Framework(2013)issued by theCommittee 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 financialpo

326、sition of the Company as of December 31,2022 and 2021,and the results of its operations and its cash flows for each ofthe three years in the period ended December 31,2022 in conformity with accounting principles generally accepted in theUnited States of America.Also in our opinion,the Company mainta

327、ined,in all material respects,effective internal controlover financial reporting as of December 31,2022,based on criteria established in Internal ControlIntegrated Framework(2013)issued by the COSO.Changes in Accounting PrinciplesAs discussed in Note 1 to the consolidated financial statements,the Co

328、mpany changed the manner in which it accounts forcredit losses on financial instruments in 2020.Basis for OpinionsThe Company s management is responsible for these consolidated financial statements,for maintaining effective internalcontrol over financial reporting,and for its assessment of the effec

329、tiveness of internal control over financial reporting,included in Management s Report on Internal Control over Financial Reporting appearing under Item 9A.Our responsibilityis to express opinions on the Company s consolidated financial statements and on the Company s internal control overfinancial r

330、eporting based on our audits.We are a public accounting firm registered with the Public Company AccountingOversight Board(United States)(PCAOB)and are required to be independent with respect to the Company in accordancewith the U.S.federal securities laws and the applicable rules and regulations of

331、the Securities and Exchange Commissionand the PCAOB.We conducted our audits in accordance with the standards of the PCAOB.Those standards require that we plan andperform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of materialmisstatement,whe

332、ther due to error or fraud,and whether effective internal control over financial reporting was maintainedin all material respects.Our audits of the consolidated financial statements included performing procedures to assess the risks of materialmisstatement of the consolidated financial statements,wh

333、ether due to error or fraud,and performing procedures thatrespond to those risks.Such procedures included examining,on a test basis,evidence regarding the amounts anddisclosures in the consolidated financial statements.Our audits also included evaluating the accounting principles usedand significant estimates made by management,as well as evaluating the overall presentation of the consolidated fin