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1、2024 Notice of Annual Meeting of Stockholders and Proxy Statement2023 Annual Report Eden G.EgziabherFounder,Makina CafeEden G.EgziabherMakina CafeLong Island City,NYMakina Cafe founder Eden Egziabher was raised amidst a vibrant mix of Ethiopian,Eritrean,and Italian cultures,creating a mosaic of flav

2、ors found on her menu.Eden relies on PayPal Zettle to allow New Yorkers to quickly and easily pay for their meals,and she loves the seamless experience of using PayPal to pay her vendors.Message from Our President and CEO Dear Stockholders,Colleagues,Customers and Partners:Over the last two and a ha

3、lf decades,PayPal has been at the forefront of e-commerce innovation.In that time,our belief in the importance of embracing change has allowed us to evolve into who we are today a global leader in commerce with a two-sided network at scale and steadfast commitment to serving our customers.When I ste

4、pped into the role of PayPal s President and CEO last September,I knew that to unlock our full potential and drive durable,profitable growth we needed to be more focused and deliberate in every aspect of our business.Since then,I ve spent time with PayPal s employees,customers,partners,and stockhold

5、ers to learn about our greatest strengths,where we need to move faster,what we need to change,and how to instill a culture of innovation that returns PayPal to a position of strength.I m pleased with what we ve been able to accomplish in such a short period of time to reposition PayPal for profitabl

6、e growth.We ve put in place a world-class leadership team and organized the business around the customers we serve consumers,small businesses,and enterprises.We ve narrowed our focus to the products and services that will have the greatest impact for our customers.And we ve updated our mission to re

7、flect the evolution of our purpose:revolutionizing commerce globally.We re embracing our roots to reshape commerce for the consumers and merchants around the world who rely on PayPal each day making it faster and simpler for people to connect with each other and make their money go further.Our entir

8、e organization is focused on durable growth priorities that will help solve our customers most pressing needs and delight them in new ways.We aim to deliver a best-in-class personalized commerce experience,and drive engagement by creating a richer value proposition that makes PayPal the obvious choi

9、ce for both consumers and businesses.All the investments and improvements we will make this year are guided by a set of new operating principles that we believe will help us drive value creation over time.The principles we will follow are:start with the customer;focus on profitable growth;drive oper

10、ating leverage over time;set measurable goals and communicate consistently;and maintain a strong balance sheet.We re committed to increasing transparency and accountability,and investing in areas of our business that will drive profitable growth and margin expansion in the years ahead.However,it wil

11、l take time for these new initiatives and operating model to produce results.2024 is a transition year focused on execution and moving with velocity to put the organization on a path for long-term success.I know that we re on the right strategic path that will allow this company to fully embrace the

12、 future that awaits us.I am grateful to our employees who have shown incredible resolve in solving our customers greatest challenges and who are working tirelessly to transform PayPal.To our stockholders,customers,and partners,thank you for your continued support and belief in what we can achieve to

13、gether.Thank you.Alex Chriss President and CEO April 9,2024 THIS PAGE INTENTIONALLY LEFT BLANK Message from Our Independent Board Chair Dear PayPal Stockholders:2023 was a pivotal year for PayPal as we welcomed Alex Chriss to our Company and to our Board.While steering the successful CEO search and

14、transition,the Board worked closely with management to navigate a complex macroeconomic environment and deliver solid financial and operational results.Looking ahead,we are inspired by the energy and vision that the new leadership team brings to their roles,and we believe PayPal is well-positioned f

15、or future profitable growth.Executive Leadership Transitions One of the Board s key priorities in 2023 was to identify a next-generation leader capable of driving growth across the PayPal platform for years to come.After a rigorous search process,we were thrilled to find in Alex a seasoned executive

16、 steeped in technology and product leadership experience with an impressive and proven track record of growing businesses.We are also pleased to have appointed new executives to lead our Finance and People functions,as well as our Global Markets,Small Business&Financial Services and Consumer busines

17、s units.Their collective expertise,honed through leadership roles at preeminent companies,will be crucial to our path forward.In overseeing these executive transitions,the Board has redoubled our commitment to building relationships with new leaders and ensuring that each of our leaders is cultivati

18、ng robust talent development processes and succession plans.With this strong leadership team now in place,PayPal is ready to embark on our next chapter of growth and expansion.Board Composition&Oversight Collectively,our Board s balanced and diverse mix of skill sets,experiences and perspectives ena

19、bles proper oversight of our business as we continue to evolve and grow in a rapidly shifting competitive environment.In particular,the Board s thoughtful approach to risk oversight supports our enterprise-wide global risk and compliance program to safeguard our customers and our platform,which is o

20、f the utmost importance.Our Board is committed to continuous improvement,and the annual Board and committee self-evaluations play a critical role in ensuring the continued effectiveness of our Board and each committee.Stakeholder Engagement Robust,ongoing engagement with our stockholders,customers,e

21、mployees,regulators and other stakeholders is crucial to informing the Board s decision-making process.Since our 2023 Annual Meeting,we ve contacted investors representing approximately 50%of our common stock and have engaged with investors holding approximately 19%of our common stock.As part of the

22、se efforts,independent directors met with investors representing approximately 12%of our common stock.These discussions covered a variety of subjects,including board composition and oversight,executive compensation and corporate sustainability and impact topics.Stockholders feedback provides the Boa

23、rd and management with invaluable perspectives,and we look forward to continuing this important dialogue with our stakeholders.On behalf of our Board,thank you for your investment in PayPal.I look forward to discussing these developments further with you at the 2024 Annual Meeting on May 22,which wi

24、ll be held via live webcast at yours,John J.Donahoe Independent Board Chair April 9,2024 THIS PAGE INTENTIONALLY LEFT BLANK Table of Contents Notice of 2024 Annual Meeting of Stockholders 1 Important Information About PayPal s Virtual Annual Meeting 2 Proxy Statement Summary 3 PROPOSAL 1:Election of

25、 Directors 13 Director Nominees 13 Director Biographies 17 Corporate Governance 23 Board Leadership 23 Director Independence 24 Board Committees 24 Board Oversight 28 Executive Succession Planning 31 New Director to be Appointed After Annual Meeting 31 Board and Committee Evaluations 32 Stockholder

26、Engagement 32 Related Person Transactions 35 Director Compensation 37 2023 Director Compensation 37 Deferred Compensation 38 Director Stock Ownership Guidelines 38 2023 Director Compensation Table 39 Corporate Sustainability and Impact Oversight and Management 40 Corporate Sustainability and Impact

27、Governance Structure 40 Corporate Sustainability and Impact Strategy 40 Human Capital Management 42 Stock Ownership Information 45 Information About Our Executive Officers 46 PROPOSAL 2:Advisory Vote to Approve Named Executive Officer Compensation(“say-on-pay”vote)48 Message from Our Compensation Co

28、mmittee 48 Compensation Discussion and Analysis 51 Named Executive Officers 51 Executive Summary 52 2023 Compensation Framework and Decisions 60 Executive Compensation Program Design 60 Other Compensation Elements 69 Our Structure for Setting Compensation 69 Other Compensation Practices and Policies

29、 71 Compensation Tables 74 Pay versus Performance 88 CEO Pay Ratio Disclosure 92 Equity Compensation Plan Information 93 PROPOSAL 3:Vote to Approve PayPal Holdings,Inc.2015 Equity Incentive Award Plan,as Amended and Restated 94 PROPOSAL 4:Ratification of the Appointment of PricewaterhouseCoopers LLP

30、 as Our Independent Auditor for 2024 107 PROPOSAL 5:Stockholder Proposal Report on Respecting Workforce Civil Liberties 110 PROPOSAL 6:Stockholder Proposal Bylaw Amendment:Stockholder Approval of Director Compensation 112 Frequently Asked Questions 114 APPENDIX A:Reconciliation of Non-GAAP Financial

31、 Measures 123 APPENDIX B:PayPal Holdings,Inc.2015 Equity Incentive Award Plan(marked)125 Forward-Looking Statements This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,includin

32、g statements that involve expectations,plans or intentions(such as those relating to future business,future results of operations or financial condition,new or planned features or services,acquisitions or divestitures,or management strategies).These forward-looking statements can be identified by wo

33、rds such as“may,”“will,”“would,”“should,”“could,”“expect,”“anticipate,”“believe,”“estimate,”“intend,”“continue,”“strategy,”“future,”“opportunity,”“plan,”“project,”“forecast”and other similar expressions.These forward-looking statements involve risks and uncertainties that could cause our actual resu

34、lts and financial condition to differ materially from those expressed or implied in our forward-looking statements.Such risks and uncertainties include,among others,those discussed in the“Risk Factors,”“Quantitative and Qualitative Disclosures about Market Risk”and“Management s Discussion and Analys

35、is of Financial Condition and Results of Operations”sections of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.We do not intend,and undertake no obligation except as required by law,to update any of our forward-looking statements after the date of this proxy statement to reflect a

36、ctual results,new information or future events or circumstances.Given these risks and uncertainties,readers are cautioned not to place undue reliance on such forward-looking statements.Incorporation by Reference All website addresses contained in this proxy statement are intended to provide inactive

37、,textual references only.The content on,or accessible through,any website identified in this proxy statement is not a part of,and is not incorporated by reference into,this proxy statement or in any other report or document that we file with the Securities and Exchange Commission.Notice of 2024 Annu

38、al Meeting of Stockholders Wednesday,May 22,2024 8:00 a.m.Pacific Time Online at: There is no physical location for the 2024 Annual Meeting.ITEMS OF BUSINESS 1.Election of the 11 director nominees named in this proxy statement.2.Advisory vote to approve named executive officer compensation.3.Approva

39、l of the PayPal Holdings,Inc.2015 Equity Incentive Award Plan,as Amended and Restated.4.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2024.5.Consideration of two stockholder proposals,if properly presented at the Annual Meeting.6.Such other business as

40、may properly come before the Annual Meeting.RECORD DATE Wednesday,March 27,2024(the“Record Date”)Only stockholders of record at the close of business on the Record Date are entitled to receive notice of,and to vote at,the Annual Meeting.PARTICIPATION IN VIRTUAL ANNUAL MEETING We are pleased to invit

41、e you to participate in our Annual Meeting,which will be conducted exclusively online at Information About PayPal s Virtual Annual Meeting”on the following page for 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.P

42、acific Time for registration.VOTING Your vote is very important to us.Please act as soon as possible to vote your shares,even if you plan to participate in the Annual Meeting.For specific instructions on how to vote your shares,see“Frequently Asked Questions Voting Information”beginning on page 116

43、of this proxy statement.REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF THREE WAYS:INTERNET Visit the website on your proxy card or voting instruction form BY TELEPHONE Call the telephone number on your proxy card or voting instruction form BY MAIL Sign,date and return your proxy card or voting instr

44、uction form in the enclosed envelope Please refer to the enclosed proxy materials or the information forwarded by your bank,broker or other holder of record to see which voting methods are available to you.By Order of the Board of Directors Brian Y.Yamasaki Secretary April 9,2024 This notice of Annu

45、al Meeting and proxy statement and form of proxy are being distributed and made available on or about April 9,2024.Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 22,2024 This proxy statement and PayPal Holdings,Inc.s 2

46、023 Annual Report are available electronically at https:/ and(with your 16-digit control number)at .2024 Proxy Statement 1 PROXY STATEMENT IMPORTANT INFORMATION ABOUT PAYPAL S VIRTUAL ANNUAL MEETING Important Information About PayPal s Virtual Annual Meeting PayPal s 2024 Annual Meeting will be cond

47、ucted online only,via live webcast.Stockholders will be able to access the meeting live by visiting have conducted efficient and effective virtual meetings since PayPal became an independent company in 2015.We intend to continue to ensure that our stockholders are afforded the same rights and opport

48、unities to participate virtually as they would at an in-person meeting.We believe the virtual format makes it easier for stockholders to attend and participate fully and equally in the Annual Meeting because they can join with any Internet-connected device from any location around the world at no co

49、st.Our virtual meeting format encourages participation and communication with our management,helps us engage with all stockholders regardless of size,resources or physical location,saves time and money,reduces our environmental impact and protects the health and safety of attendees.Participating in

50、the Virtual Annual Meeting Instructions 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 22,2024.The meeting will begin promptly at 8:00 a.m.Pacific Time.You will need the 16-digit control number provided in your p

51、roxy materials to attend the virtual Annual Meeting and listen live at of record and beneficial owners as of the March 27,2024 Record Date may vote their shares electronically during the virtual Annual Meeting.On the date of the Annual Meeting,if you have questions about how to attend and participat

52、e or encounter any difficulties accessing the virtual meeting during the check-in or meeting time,please call 1-844-986-0822(U.S.)or 1-303-562-9302(International).Additional Information About the Virtual Annual Meeting Stockholders may submit questions in advance of the meeting at before 8:59 p.m.Pa

53、cific Time on May 21,2024,or during the live meeting at the meeting s question and answer session,members of our executive management team and our Board Chair will answer questions(including those submitted in advance)as time permits.Our rules of conduct and procedure for the meeting generally provi

54、de 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 as possible.Questions should be succinct and cover only one topic per question.Questions from multiple stock

55、holders on the same topic or that are otherwise related may be grouped,summarized and answered together.In addition,questions may be edited for brevity and grammatical corrections.We do not intend to address any questions that are,among other things:irrelevant to the business of the Company or to th

56、e business of the Annual Meeting;related to material non-public information of the Company;related to personal matters or grievances;derogatory or otherwise in bad taste;repetitious statements already made by another stockholder;in furtherance of the stockholder s personal or business interests;or o

57、ut of order or not otherwise suitable for the conduct of the Annual Meeting,in each case as determined by the Board Chair or Corporate Secretary in their reasonable discretion.If there are matters of individual concern to a stockholder and not of general concern to all stockholders,or if we are not

58、able to answer all the questions submitted due to time constraints,stockholders may contact us separately after the meeting through our Investor Relations department by email at .We will post questions and answers if applicable to the Company s business on our Investor Relations website as soon as p

59、racticable after the Annual Meeting.In addition,a replay of the meeting will be publicly available on our Investor Relations website after the meeting concludes.2 2024 Proxy Statement PROXY STATEMENT SUMMARY Proxy Statement Summary This summary highlights certain information contained elsewhere in t

60、his proxy statement for the 2024 Annual Meeting of Stockholders(the“Annual Meeting”).This summary does not contain all the information that you should consider,and you should read the entire proxy statement carefully before voting.2024 Annual Meeting Information TIME AND DATE 8:00 a.m.Pacific Time o

61、n May 22,2024 PLACE Online at is no physical location for the Annual Meeting.RECORD DATE March 27,2024 Proposals to be Voted on and Board Voting Recommendations Management Proposals Recommendation of the Board Page 1 Election of the 11 Director Nominees Named in this Proxy Statement FOR each of the

62、nominees 13 2 Advisory Vote to Approve Named Executive Officer Compensation(“say-on-pay”vote)FOR 48 3 Approval of the PayPal Holdings,Inc.2015 Equity Incentive Award Plan,as Amended and Restated FOR 94 4 Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Auditor for 202

63、4 FOR 107 Stockholder Proposals 5 Stockholder Proposal Report on Respecting Workforce Civil Liberties AGAINST 110 6 Stockholder Proposal Bylaw Amendment:Stockholder Approval of Director Compensation AGAINST 112 Our 2023 Key Highlights Key Executive Leadership Transitions In February 2023,Dan Schulma

64、n announced his intention to retire from the role of President and CEO at year-end.The announcement was a catalyst for our leadership team transformation in 2023 and into 2024.Mr.Schulman s longstanding leadership at PayPal made a positive and lasting impact,and the Board was committed to identifyin

65、g a successor with extensive product,technology,and global payments experience who would build on Mr.Schulman s contributions and be a next-generation leader,capable of driving growth across the PayPal platform for years to come.Largely in connection with the appointment of Mr.Schulman s successor,w

66、e reconstituted our leadership team in late 2023 and early 2024,positioning PayPal for its next phase of growth.After a rigorous search process,Alex Chriss joined PayPal as President and CEO in September,followed by our new CFO,Jamie Miller,who joined in November.Mr.Chriss joined PayPal from Intuit

67、and has extensive product,technology and global payments experience,which will enable him to drive growth across the PayPal platform for years to come.Ms.Miller was most recently Global CFO of EY and brings a proven track record of driving strong financial results and guiding both public and private

68、 companies through dynamic and meaningful transformation.Additionally,PayPal further strengthened its next-generation leadership team by hiring seasoned leaders across several key roles,including Michelle Gill,who joined to serve as PayPal s Executive Vice President,General Manager of the newly form

69、ed Small Business&Financial Services Group;Diego Scotti,who joined as Executive Vice President,General Manager of our Consumer Group and Global Marketing&Communications;Isabel Cruz,who joined as Executive Vice President,Chief People Officer;and Suzan Kereere,who joined as President,Global Markets.Th

70、ese leadership appointments underscore PayPal s commitment to building a high-performing organization,with the goal of advancing innovation and solutions to better serve our customers and in turn drive more profitable growth.2024 Proxy Statement 3 PROXY STATEMENT PROXY STATEMENT SUMMARY Our 2023 Key

71、 Highlights Sound Financial and Operational Performance In 2023,we delivered solid financial and operating results across our key performance metrics.This was accomplished during a period which saw the successful transition of multiple key leadership roles,accompanied by macroeconomic uncertainty,sl

72、owing e-commerce growth and continued geopolitical instability.We ended the year with 426 million active consumer and merchant accounts and$29.8 billion in revenue,an 8%increase compared to 2022.In 2023,we processed 25.0 billion payment transactions and$1.53 trillion in total payment volume across o

73、ur platform,representing year-over-year increases of 12%and 13%,respectively.We continued to execute a disciplined capital allocation strategy,returning$5 billion to stockholders through share repurchases in 2023,representing 119%of our free cash flow.In June 2023,we entered into a multi-year agreem

74、ent with a global investment firm to sell up to 40 billion of our eligible consumer installment receivables portfolio,including a forward-flow arrangement for the sale of future originations,and sold$5.5 billion of loans receivable during the year in connection with this agreement.Additionally,we co

75、mpleted the divestiture of Happy Returns for$466 million in cash proceeds,enabling greater focus on our core business and strategic priorities.Our cost discipline efforts contributed to solid non-GAAP earnings per share and non-GAAP operating margin expansion in 2023.This progress is a direct result

76、 of our sharpened focus,responsible innovation and enhanced cost discipline,which will enable us to execute against our core strategic priorities.Performance Highlights The following graphic summarizes key performance highlights for 2023.As described in the Compensation Discussion and Analysis below

77、,in line with our pay-for-performance philosophy,a significant portion of executive compensation is tied to company performance.Notably,the 2023 PayPal Annual Incentive Plan featured both Revenue and Non-GAAP Operating Margin as performance criteria and performance-based restricted stock units grant

78、ed in 2023 vest in part based on a metric related to Free Cash Flow.202120212021202220222022202320232023RevenueDelivering solidrevenue growth:25%20%15%10%5%0%Non-GAAP Operating Margin1Focusing on engaged accounts:Free Cash Flow1Growing payment volume:revenue increase from 2022(spot basis)426Mactive

79、accounts(down 2%from 2022)$1.53TTotal Payment Volume(up 13%from 2022)$25.4B$27.5B$29.8B22.4%$4.9B24.8%21.3%$5.1B$4.2B$30$25$20$15$10$5$0$6$5$4$3$2$1$0Efficiency and capital return contributing to earnings growth:$5.10non-GAAP EPS1 growth(up 24%from 2022)+8%$4.6B2 1 Non-GAAP Operating Margin,non-GAAP

80、 earnings per diluted share and Free Cash Flow are not financial measures prepared in accordance with generally accepted accounting principles(“GAAP”).For information on how we compute these non-GAAP financial measures and a reconciliation to the most directly comparable financial measures prepared

81、in accordance with GAAP,please refer to“Appendix A:Reconciliation of Non-GAAP Financial Measures”in this proxy statement.2 Adjusted free cash flow excludes the net impact of originating European buy now,pay later receivables as held for sale and the subsequent sale of these receivables.4 2024 Proxy

82、Statement PROXY STATEMENT SUMMARY 2024 Director Nominees 2024 Director Nominees The following tables provide summary information about our director nominees.All our 2024 director nominees are independent except Mr.Chriss,our President and CEO.Directors are elected annually by a majority of votes cas

83、t.The Board of Directors recommends that you vote“FOR”the election of each of the 11 nominees.See page 13 of this proxy statement for the proposal.Directors Name Occupation Diversity Age Director Since Independent Other Public Company Boards Committee Memberships ARC COMP GOV Rodney C.Adkins Preside

84、nt,3RAM Group LLC D 65 2017 3 Alex Chriss President and CEO,PayPal Holdings,Inc.46 2023 -Jonathan Christodoro Partner,Patriot Global Management,LP 47 2015 -John J.Donahoe President and CEO,Nike,Inc.63 2015 1 David W.Dorman Former Non-Executive Board Chair of CVS Health Corporation 70 2015 1 Enrique

85、Lores President and CEO,HP Inc.D 58 2021 1 Gail J.McGovern President and CEO,American Red Cross W 72 2015 1 Independent Board Chair Committee Chair ARC=Audit,Risk and Compliance Committee(“ARC Committee”)COMP=Compensation Committee GOV=Corporate Governance and Nominating Committee W=Woman D=Diverse

86、Ethnicity 2024 Proxy Statement 5 PROXY STATEMENT PROXY STATEMENT SUMMARY 2024 Director Nominees Directors Name Occupation Diversity Age Director Since Independent Other Public Company Boards Committee Memberships ARC COMP GOV Deborah M.Messemer Former Major Market Managing Partner,KPMG W 66 2019 2 D

87、avid M.Moffett Former CEO,Federal Home Loan Mortgage Corp.72 2015 3 Ann M.Sarnoff Former Chair and CEO,WarnerMedia Studios&Networks Group W 62 2017 -Frank D.Yeary Managing Member,Darwin Capital Advisors,LLC 60 2015 2 Independent Board Chair Committee Chair ARC=Audit,Risk and Compliance Committee(“AR

88、C Committee”)COMP=Compensation Committee GOV=Corporate Governance and Nominating Committee W=Woman D=Diverse Ethnicity As previously disclosed,Belinda Johnson has informed the Company that she will not stand for re-election as a director at the Annual Meeting.The Board anticipates that it will reduc

89、e the size of the Board to 11 directors effective immediately before the Annual Meeting.In addition,the Company has announced that the Board intends to appoint Carmine Di Sibio as an independent director of the Company effective July 1,2024.Mr.Di Sibio is currently Global Chair and CEO of EY(“EY”)an

90、d has previously announced that he will retire from EY in June 2024.In accordance with EY policy and practice,he is only able to join a public company board upon his retirement.Accordingly,Mr.Di Sibio is not a director nominee in this Proxy Statement.We are providing this disclosure to be transparen

91、t with our stockholders and to highlight our continued focus on board refreshment.See“Corporate GovernanceNew Director to be Appointed After Annual Meeting”for Mr.Di Sibio s biography and additional information.The Board and the Corporate Governance and Nominating Committee(the“Governance Committee”

92、)are committed to ensuring that the Board is composed of individuals who have highly relevant skills,professional experience and backgrounds,bring diverse viewpoints and perspectives and effectively represent the long-term interests of stockholders.Below is a snapshot of the diversity,skills and exp

93、erience of our director nominees.For more information about our Board members,see“Director Experience,Expertise and Attributes”beginning on page 15 of this proxy statement.6 2024 Proxy Statement PROXY STATEMENT SUMMARY 2024 Director Nominees 1-4 years5-8 yearsWomenMenDid Not DiscloseEthnically Diver

94、seWhiteDid Not Disclose 90 days outstanding(1),(2)2.2%1.4%Net charge-off rate(1),(3)7.2%4.5%(1)Amounts as of December 31,2023 exclude loans and interest receivable,held for sale.(2)Represents percentage of balances which are 90 days past the billing date or contractual repayment date,as applicable.(

95、3)Net charge-off rate is the annualized ratio of net credit losses during the three months ended December 31,2023,excluding fraud losses,on consumer loans as a percentage of theaverage daily amount of consumer loans and interest receivable balance during the same period.The increase in net charge-of

96、f rate for consumer loans and interest receivable at December 31,2023 as compared toDecember 31,2022 was primarily due to the sale of eligible consumer installment receivables,as discussed above,anddeterioration in the credit quality of the U.S.interest-bearing installment product.We continue to eva

97、luate and modify our acceptable risk parameters related to our consumer loan portfolio in response tothe changing macroeconomic environment.In response to declining performance,a number of risk mitigation strategieswere implemented in the third quarter of 2023,which resulted in reduced originations

98、for our U.S.interest-bearinginstallment product.Merchant Loan PortfolioWe offer access 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 ofpartic

99、ipation interest sold,as of December 31,2023 and December 31,2022 was$1.2 billion and$2.1 billion,respectively,reflecting a decline of 44%due primarily to a decrease in originations related to our PayPal Business Loan(“PPBL”)products in the U.S.The following table provides information regarding the

100、credit quality of our merchant loans,advances,and interest and feesreceivable balance:December 31,20232022Percent of merchant loans,advances,and interest and fees receivable current87.0%90.7%Percent of merchant loans,advances,and interest and fees receivable 90 days outstanding(1)5.6%3.7%Net charge-

101、off rate(2)18.8%4.5%(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 annualized ratio of net credit losses during the three months ended December 31,2023,excluding fraud losses,on merchant lo

102、ans and advances as apercentage of the average daily amount of merchant loans,advances,and interest and fees receivable balance during the same period.The decrease in the percent of current merchant receivables,increase in percent of merchant receivables greater than 90days outstanding,and increase

103、in the net charge-off rate for merchant receivables at December 31,2023 as compared toDecember 31,2022 were primarily due to the expansion of acceptable risk parameters in 2022,which resulted in a declinein the overall credit quality of loans outstanding related to our PPBL product.The significant d

104、ecline in the merchantreceivable portfolio year-over-year due to repayments and reduced originations also resulted in higher delinquency andcharge-off rates as a percentage of outstanding loan balance as of December 31,2023.We continue to evaluate and modify our acceptable risk parameters related to

105、 our merchant loan portfolio in response tothe changing macroeconomic environment.In response to declining performance,a number of risk mitigation strategieswere implemented throughout 2023,which resulted in reduced originations for our PPBL product.For additional information,see“Note 11Loans and In

106、terest Receivable”in the notes to the consolidated financialstatements,and“Item 1A.Risk FactorsOur credit products expose us to additional risks”included in this Form 10-K.402024 Annual ReportPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsCustomer

107、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 incurred related to t

108、he delivery of our products,including payment devices,card production,and customer onboarding and compliance costs.Customer support and operations(in millions)$1,919202320222021$2,120$2,075Customer support and operations costs decreased$201 million,or 9%,in 2023 compared to 2022 due primarily to ade

109、cline in employee-related costs,contractors and consulting costs,and customer onboarding and compliance costs.Sales and MarketingSales and marketing includes costs incurred for customer acquisition,business development,advertising,and marketingprograms.Sales and marketing(in millions)$1,809$2,257$2,

110、445202120222023Sales and marketing expenses decreased$448 million,or 20%,in 2023 compared to 2022 due primarily to lower spendingon targeted user incentives and marketing campaigns,and to a lesser extent,a decline in amortization of acquiredintangibles.2024 Annual Report41ANNUAL REPORTPART IIItem 7.

111、Management s Discussion and Analysis of Financial Condition and Results of OperationsTechnology and DevelopmentTechnology and development includes costs incurred in connection with the development of our payments platform,newproducts,and the improvement of our existing products,including the amortiz

112、ation 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.Technology and development(in millions)$2,9

113、73202320222021$3,253$3,038Technology and development expenses decreased$280 million,or 9%,in 2023 compared to 2022 due primarily to lowerintangible amortization and a decline in costs related to contractors and consultants.General and AdministrativeGeneral and administrative includes costs incurred

114、to provide support to our business,including legal,human resources,finance,risk and compliance,executive,and other support operations.General and administrative(in millions)$2,059202320222021$2,099$2,114General and administrative expenses decreased$40 million,or 2%,in 2023 compared to 2022 due prima

115、rily to a decline indepreciation expense and facilities costs.Restructuring and OtherRestructuring and other primarily consist of restructuring expenses,asset impairment charges,gain on sale of divestedbusiness,and losses on loans and interest receivable,held for sale.Restructuring and other(in mill

116、ions)$(84)202320222021$207$62Restructuring and other decreased by$291 million in 2023 compared to 2022 primarily resulting from gain on sale of adivested business,partially offset by restructuring charges,asset impairment charges,and fair value adjustments on loansand interest receivable,held for sa

117、le.422024 Annual ReportPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsIn the fourth quarter of 2023,we completed the sale of Happy Returns and recorded a pre-tax gain of$339 million,net oftransaction costs.For additional information on the divestit

118、ure,see“Note 4Business Combinations and Divestitures”inthe notes to the consolidated financial statements included in this Form 10-K.During the first quarter of 2023,management initiated a global workforce reduction intended to focus resources on corestrategic priorities,and improve our cost structu

119、re and operating efficiency.The associated restructuring charges during theyear ended December 31,2023 were$122 million.We primarily incurred employee severance and benefits costs,whichwere substantially completed in the fourth quarter of 2023.The estimated reduction in annualized employee-related c

120、ostsassociated with the impacted workforce was approximately$280 million,including approximately$85 million in stock-based compensation.We expect to reinvest a portion of the reduction in annual costs associated with the impactedworkforce to drive business priorities.During the first quarter of 2022

121、,management initiated a strategic reduction of the existing global workforce intended tostreamline and optimize our global operations to enhance operating efficiency.This effort focused on reducing redundantoperations and simplifying our organizational structure.The associated restructuring charges

122、during the year endedDecember 31,2022 were$121 million.We primarily incurred employee severance and benefits costs,as well as associatedconsulting costs.The strategic actions associated with this plan were substantially completed by the fourth quarter of 2022.For information on the associated restru

123、cturing liabilities,see“Note 17Restructuring and Other”in the notes to theconsolidated financial statements included in this Form 10-K.Additionally,we are continuing to review our real estate and facility capacity requirements due to our new and evolvingwork models.We incurred asset impairment charg

124、es of$61 million and$81 million in the years ended December 31,2023and 2022,respectively,due to exiting certain leased properties,which resulted in a reduction of right-of-use lease assetsand related leasehold improvements.In the year ended December 31,2023,we recognized a gain of$17 million due to

125、the sale of an owned property.We alsoincurred a loss of$14 million related to another owned property,which was previously held for sale,in the year endedDecember 31,2023.During the year ended December 31,2023,approximately$74 million of losses were recorded in restructuring and other,which included

126、net loss on sale of loans and interest receivable previously held for sale(inclusive of transaction costs)andfair value adjustments in order to measure loans and interest receivable,held for sale,at the lower of cost or fair value.Other Income(Expense),NetOther income(expense),net of$383 million in

127、2023 increased$854 million compared to$(471)million in 2022 dueprimarily to net gains on strategic investments in the current period compared to net losses and impairments in the priorperiod and higher interest income from an increase in interest rates.Income Tax Expense(Benefit)Our effective income

128、 tax rate was 22%in 2023 and 28%in 2022.The decrease in our effective income tax rate in 2023compared to 2022 was primarily attributable to higher tax expense in the prior year related to the intra-group transfer ofintellectual property.See“Note 16Income Taxes”to the consolidated financial statement

129、s included in this Form 10-K formore information on our effective 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,investments in our business,potential acqu

130、isitions 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 funding throughthird party sources,will b

131、e sufficient to meet our cash requirements within the next 12 months and beyond.2024 Annual Report43ANNUAL REPORTPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsSources of LiquidityCash,Cash Equivalents,and InvestmentsThe following table summarizes

132、our cash,cash equivalents,and investments as of December 31,2023 and 2022:Year Ended December 31,20232022(In millions)Cash,cash equivalents,and investments(1)(2)$15,493$13,723(1)Excludes assets related to funds receivable and customer accounts of$38.9 billion and$36.3 billion as of December 31,2023

133、and 2022,respectively.(2)Excludes total restricted cash of$3 million and$17 million at December 31,2023 and 2022,respectively,and strategic investments of$1.8 billion and$2.1 billion at December 31,2023 and 2022,respectively.Cash,cash equivalents,and investments held by our foreign subsidiaries were

134、$10.0 billion at December 31,2023 and$8.6 billion at December 31,2022,or 64%and 62%,of our total cash,cash equivalents,and investments as of thoserespective dates.At December 31,2023,all of our cash,cash equivalents,and investments held by foreign subsidiarieswere subject to U.S.taxation under Subpa

135、rt 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 foreign withholding tax.A significant aspe

136、ct 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 operational liquidity to our businesses

137、,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 December 31,202320222021(In millions)Net

138、cash provided by(used in):Operating activities$4,843$5,813$5,797Investing activities752(3,328)(5,149)Financing activities(2,993)(1,203)(557)Effect of exchange rates on cash,cash equivalents,and restricted cash76(155)(102)NET INCREASE(DECREASE)IN CASH,CASH EQUIVALENTS,AND RESTRICTED CASH$2,678$1,127$

139、(11)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 liabilitie

140、s.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 provision for

141、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 provided by operating activities of$4.8 billi

142、on in 2023 was due primarily to operating income of$5.0 billion,aswell as adjustments for non-cash expenses including provision for transaction and credit losses of$1.7 billion,stock-basedcompensation of$1.5 billion,and depreciation and amortization of$1.1 billion.Cash flows from operating activitie

143、s was alsoimpacted by proceeds from repayments and sales of loans receivable,originally classified as held for sale,of$10.8 billionand changes in other assets of$203 million.These changes,which favorably impacted cash generated from operations,were offset by originations of loans receivable,held for

144、 sale of$11.5 billion,actual cash transaction losses incurred duringthe period of$1.2 billion,changes in deferred income taxes of$668 million,gain on divestiture of business,excludingtransaction costs,of$356 million,net accretion of investments purchased at a discount of$367 million,and changes inli

145、abilities of$222 million.442024 Annual ReportPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsThe net cash provided by operating activities of$5.8 billion in 2022 was due primarily to operating income of$3.8 billion,aswell as adjustments for non-cash

146、 expenses including provision for transaction and credit losses of$1.6 billion,depreciationand amortization of$1.3 billion,and stock-based compensation of$1.3 billion.Cash flows from operating activities was alsoimpacted by net losses on our strategic investments of$304 million,and an increase in ot

147、her liabilities of$856 million.These changes,which favorably impacted cash generated from operations,were partially offset by actual cash transactionlosses incurred during the period of$1.2 billion and changes in deferred income taxes of$811 million.Cash paid for income taxes,net in 2023,2022,and 20

148、21 was$2.1 billion,$878 million,and$474 million,respectively.Included within cash paid for income taxes for 2023 is$106 million related to the purchase of transferable tax credits asauthorized by the Inflation Reduction Act of 2022.Investing ActivitiesCash flows from investing activities includes pu

149、rchases,maturities and sales of investments;cash paid for acquisitions andstrategic investments;purchases and sales of property and equipment;purchases,originations,sales,and principalrepayment of loans receivable,originally classified as held for investment;changes in funds receivable;and changes i

150、ncollateral posted related to derivative instruments,net.The net cash provided by investing activities of$752 million in 2023 was due primarily to proceeds from repayments andsales of loans receivable,originally classified as held for investment,of$26.7 billion,maturities and sales of investments of

151、$24.3 billion,and proceeds from divestiture of business,net of cash divested,of$466 million.These cash inflows werepartially offset by purchases and originations of loans receivable of$25.2 billion,purchases of investments of$22.0 billion,changes in funds receivable from customers of$2.9 billion,and

152、 purchases of property and equipment of$623 million.The net cash used in investing activities of$3.3 billion in 2022 was due primarily to purchases and originations of loansreceivable of$28.2 billion,purchases of investments of$20.2 billion,changes in funds receivable from customers of$2.7 billion,a

153、nd 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.Financing ActivitiesCash flows from financing activities includes proceeds from issuance o

154、f 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 customers,and changes in collateral received related to derivativeinstruments,net.The net ca

155、sh used in financing activities of$3.0 billion in 2023 was due primarily to the repurchase of$5.0 billion of ourcommon stock under our stock repurchase programs,repayments of borrowings under financing arrangements of$1.1 billion(including principal repayment of fixed rate debt that matured in June

156、2023 and repayment of borrowings underour Paidy credit agreement),tax withholdings of$257 million related to net share settlement of equity awards,and a declinein collateral received related to derivative instruments of$197 million.These cash outflows were partially offset by changesin funds payable

157、 and amounts due to customers of$1.9 billion and borrowings under financing arrangements of$1.5 billion(including proceeds from the issuance of fixed rate debt in June 2023,borrowings under our Paidy credit agreement,andshort-term overdraft borrowings).The net cash used in financing activities of$1.

158、2 billion in 2022 was due primarily to the repurchase of$4.2 billion of ourcommon stock under our stock repurchase programs,repayments of borrowings under financing arrangements of$1.7 billion(including the repurchase and redemption of certain fixed rate notes and repayment of borrowings under a pri

159、orcredit agreement),and tax withholdings of$336 million related to net share settlement of equity awards.These cashoutflows were partially offset by borrowings under financing arrangements of$3.5 billion(including proceeds from theissuance of fixed rate debt in May 2022 and borrowings under our Paid

160、y credit agreements)and changes in funds payableand amounts due to customers of$1.4 billion.2024 Annual Report45ANNUAL REPORTPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsEffect of Exchange Rates on Cash,Cash Equivalents,and Restricted CashForeign

161、 currency exchange rates had a positive impact of$76 million and negative impact of$155 million on cash,cashequivalents,and restricted cash during 2023 and 2022,respectively.The positive impact of foreign currency exchange oncash,cash equivalents,and restricted cash in 2023 was primarily due to favo

162、rable fluctuations in the exchange rate of theU.S.dollar to the British pound.The negative impact of foreign currency exchange on cash,cash equivalents,and restrictedcash in 2022 was primarily attributable to the unfavorable impact of fluctuations in the exchange rate of the U.S.dollar to theAustral

163、ian dollar and,to a lesser extent,to the fluctuations in the exchange rate of the U.S.dollar to the Swedish krona,Japanese yen,Indian rupee,and the Euro.Available credit and debtIn June 2023,we entered into a credit agreement(the“Credit Agreement”)that provides for an unsecured$5.0 billion,five-year

164、 revolving credit facility and terminated the facility entered into in September 2019.The Credit Agreement includes a$150 million letter of credit sub-facility and a$600 million swingline sub-facility,with available borrowings under therevolving credit facility reduced by the amount of any letters o

165、f credit and swingline borrowings outstanding from time totime.As of December 31,2023,no borrowings were outstanding under the Credit Agreement and as such,$5.0 billion ofborrowing capacity was available for the purposes permitted by the Credit Agreement,subject to customary conditions toborrowing.I

166、n February 2022,we entered into a credit agreement(the“Paidy Credit Agreement”)with Paidy as co-borrower,whichprovided for an unsecured revolving credit facility of 60.0 billion,which was modified in September 2022 to increase theborrowing capacity by 30.0 billion for a total borrowing capacity of 9

167、0.0 billion(approximately$638 million as ofDecember 31,2023).In the year ended December 31,2023,50.0 billion(approximately$355 million)was drawn downunder the Paidy Credit Agreement.Accordingly,at December 31,2023,40.0 billion(approximately$283 million)ofborrowing capacity was available for the purp

168、oses permitted by the Paidy Credit Agreement,subject to customaryconditions to borrowing.We maintain uncommitted credit facilities in various regions throughout the world with a borrowing capacity ofapproximately$80 million in the aggregate,where we can withdraw and utilize the funds at our discreti

169、on for generalcorporate purposes.As of December 31,2023,the majority of the borrowing capacity under these credit facilities wasavailable,subject to customary conditions to borrowing.In June 2023,May 2022,May 2020 and September 2019,we issued fixed rate notes with varying maturity dates for anaggreg

170、ate principal amount of$12.6 billion(collectively referred to as the“Notes”).Proceeds from the issuance of theseNotes may be used for general corporate purposes,which may include funding the repayment or redemption ofoutstanding debt,share repurchases,ongoing operations,capital expenditures,and poss

171、ible acquisitions of businesses,assets,or strategic investments.As of December 31,2023,we had$10.6 billion in fixed rate debt outstanding with varyingmaturity dates.For additional information,see“Note 12Debt”to our consolidated financial statements included in this Form 10-K.Depending on market cond

172、itions,we may from time to time issue debt,including in private 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 i

173、nstitution for cash management purposes.The arrangement allowsfor 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

174、 Cash Deposits up to an agreed-upon limit.The net balance of 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 31,2023,we had a total of$3.9 billion in cash withdrawal

175、s offsetting our$3.9 billion inAggregate Cash Deposits held within the financial institution under the cash pooling arrangement.462024 Annual ReportPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsCredit ratingsAs of December 31,2023,we continue to b

176、e 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 continue to monitor ourperformance,including our capital structure and results of operations.Our goal is to be rated investment

177、 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,it could increase our borrowing rates,including the interest rate on borrowingsunder our credit agreements.Current and Fut

178、ure Cash RequirementsOur material cash requirements include funds to support current and potential:operating activities,credit products,customer protection programs,stock repurchases,strategic investments,acquisitions,other commitments,and capitalexpenditures and other future obligations.Credit Prod

179、uctsGrowth in our portfolio of loan receivables increases our liquidity needs,and any inability to meet those liquidity needscould adversely affect our business.We continue to evaluate partnerships and third-party sources of funding for our creditproducts.The Luxembourg Commission de Surveillance du

180、 Secteur Financier(the“CSSF”)agreed that PayPal s management maydesignate up to 50%of European customer balances held in our Luxembourg banking subsidiary to fund European,U.K.,and U.S.credit activities.As of December 31,2023 and 2022,the total amount approved by management to be designatedto fund c

181、redit activities was$3.0 billion and$3.8 billion,respectively,and represented approximately 39%and 37%ofEuropean customer balances made available for our corporate use as of those respective dates,as determined by applyingfinancial regulations maintained by the CSSF.We may periodically seek to desig

182、nate additional amounts of Europeancustomer balances for our credit activities,as we deem necessary,based on utilization of the approved funds andanticipated credit funding requirements.Under certain exceptional circumstances,corporate liquidity could be called uponto meet our obligations related to

183、 our European customer balances.In June 2023,we entered into a multi-year agreement with a global investment firm to sell up to 40 billion of our eligibleconsumer installment receivables portfolio.During the year ended December 31,2023,we sold$5.5 billion of loans andinterest receivable,in connectio

184、n with this agreement.For additional information,see“Note 1Overview and Summary ofSignificant Accounting Policies”to our consolidated financial statements included in this Form 10-K.While our objective is to expand the availability of our credit products with capital from external sources,there can

185、be noassurance 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

186、programs,includingas 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 0.08%and 0.09%of TPV.Historical loss rates may not beindicative of future results.Stock Repurchases

187、During the year ended December 31,2023,we repurchased approximately$5.0 billion of our common stock in the openmarket under our stock repurchase programs authorized in July 2018 and June 2022.The June 2022 stock repurchaseprogram became effective during the first quarter of 2023 upon completion of t

188、he July 2018 stock repurchase program.Asof December 31,2023,a total of approximately$10.9 billion remained available for future repurchases of our common stockunder our June 2022 stock repurchase program.For additional information,see“Note 14Stock Repurchase Programs”toour consolidated financial sta

189、tements included in this Form 10-K.2024 Annual Report47ANNUAL REPORTPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsFuture ObligationsAs of December 31,2023 and 2022,approximately$6.2 billion and$4.9 billion,respectively,of unused credit was availab

190、leto PayPal Credit account holders in the U.K.While 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

191、 of credit that make up this unused credit are subject to periodicreview and termination based on,among other things,account usage and customer creditworthiness.We have certain fixed contractual obligations and commitments that include future estimated payments for generaloperating purposes.Changes

192、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 amounts of these payments.The following table summarizes our obligations as of December

193、 31,2023 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 from operations.PurchaseObligationsOperatingLeasesTransitionTaxLong-termDebtTotalPaym

194、ents Due During the Year Ending December 31,(In millions)2024$936$186$284$1,575$2,98120254771533541,4982,48220263481391,6892,1762027118732850202887483570Thereafter1748,9969,170$1,761$857$638$14,973$18,229The significant assumptions used in our determination of amounts presented in the above table ar

195、e as follows:Purchase obligation amounts include minimum purchase commitments for cloud computing services,capitalexpenditures,advertising,and other goods and services entered into in the ordinary course of business.Operating lease amounts include minimum rental payments under our non-cancelable ope

196、rating 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 from actual results under our existing leases,unless asubstantial change in our headcount needs requ

197、ires 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 represent the future principal and interest payments(based on contractual interest rates)onour f

198、ixed-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 related to unrecognized tax benefits,net,thetable above does not include$2.4 billion recorded in other

199、 long-term liabilities on our consolidated balance sheets as ofDecember 31,2023.Other ConsiderationsOur liquidity,access to capital,and borrowing costs could be adversely impacted by declines in our credit rating,ourfinancial performance,and global credit market conditions,as well as a broad range o

200、f other factors.In addition,ourliquidity,access to capital,and borrowing costs could also be negatively impacted by the outcome of any of the legal orregulatory proceedings to which we are a party.See“Item 1A.Risk Factors”and“Note 13Commitments andContingencies”to our consolidated financial statemen

201、ts included in this Form 10-K for additional discussion of these andother risks that our business faces.482024 Annual ReportPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies and EstimatesThe application of U.S.generally ac

202、cepted 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 methods used to make estim

203、ates 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 considered critical if bo

204、th(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 development,selection,and disclosu

205、re 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 financial statements included i

206、n this Form 10-K.A quantitative sensitivity analysis is provided where information is reasonably available,can be reliably estimated,andprovides material information to investors.The amounts used to assess sensitivity are included to allow users of this reportto understand a general directional caus

207、e 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 future events rarely develop exactly asforecasted,and such estimates require regular review and adjustment.Allowance for Transaction and Credit Loss

208、esTransaction and credit losses include the expense associated with our customer protection programs,fraud,chargebacks,and credit losses associated with our loans receivable balances.Our transaction and credit losses fluctuate depending onmany factors,including:total TPV,product mix,current and proj

209、ected macroeconomic conditions,merchant insolvencyevents,changes to and usage of our customer protection programs,the impact of regulatory changes,and the creditquality of loans receivable arising from transactions funded with our credit products,which include revolving andinstallment credit product

210、s offered to consumers at checkout,as well as merchant loans and advances arising from thePayPal Working Capital and PPBL products.We establish allowances for negative customer balances and estimated transaction losses arising from processingcustomer transactions,such as chargebacks for unauthorized

211、 credit card use and merchant-related chargebacks due tonon-delivery or unsatisfactory delivery of purchased items,purchase protection program claims,account takeovers,andbank returns and reversals.Additions to the allowance,in the form of provisions,are reflected in transaction and creditlosses on

212、our consolidated statements of income(loss).The allowances are based on known facts and circumstances,internal factors including experience with similar cases,historical trends involving collection and write-off patterns,and themix of transaction and loss types,as well as current and projected macro

213、economic factors,as appropriate.We also establish an allowance for loans and interest receivable,which represents our estimate of current expected creditlosses inherent in our portfolio of loans and interest receivable and includes expected credit losses from modifications ofreceivables to borrowers

214、 experiencing financial difficulty.Determining appropriate current expected credit loss allowancesfor loans and interest receivable is an inherently uncertain process and ultimate losses may vary from the current estimates.We regularly update our allowance estimates as new facts become known and eve

215、nts occur that may impact thesettlement or recovery of losses.The allowances are maintained at a level we deem appropriate to adequately provide forcurrent expected credit losses at the balance sheet date after incorporating the impact of externally sourcedmacroeconomic forecasts.As of December 31,2

216、023,we utilized externally published projections of U.S.forecastedunemployment rates,forecasted U.S.and U.K.retail e-commerce sales,and forecasted U.K.household disposable income,among others,over the reasonable and supportable forecast period.As of December 31,2022,we utilized externallypublished p

217、rojections of the U.S.and U.K.forecasted unemployment rates,forecasted U.S.retail e-commerce sales,andforecasted U.K.household disposable income,among others,over the reasonable and supportable forecast period.Theoverall principal and interest coverage ratio as of December 31,2023 and 2022 was appro

218、ximately 9%and 7%,respectively.A significant change in the forecasted macroeconomic factors could result in a material change in ourallowances.Our allowance as of December 31,2023 and 2022 took into account uncertainty with respect tomacroeconomic conditions,uncertainty around the financial health o

219、f our borrowers,and effectiveness of loanmodification programs made available to merchants.An increase of 1%in the principal and interest coverage ratio wouldincrease our allowances by approximately$60 million based on the loans and interest receivable balance outstanding as ofDecember 31,2023.2024

220、Annual Report49ANNUAL REPORTPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of OperationsAccounting For Income TaxesOur annual tax rate is based on our income,statutory tax rates,and tax planning opportunities available to us in the variousjurisdictions in which

221、 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 tax expense and in evaluatingour tax positions,including evaluating uncertainties.We review our tax positions quar

222、terly 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 country tax laws and regulations,our income tax rate depends on the extent that our foreignearnings are taxed by the

223、 U.S.through provisions such as the GILTI tax and base erosion anti-abuse tax.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

224、 liabilities,as 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 ea

225、rnings,and available 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 valu

226、ation allowance.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 te

227、chnical merits 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 resulti

228、ng from uncertain 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 penalti

229、es,if any,related 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 diff

230、icult to predict 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.Settle

231、ment of any particular position could require the use of cash.Based on our results for the year ended December 31,2023,a one-percentage point increase in our effective tax rate wouldhave resulted in an increase in our income tax expense of approximately$54 million.Loss ContingenciesWe are regularly

232、involved in various claims,regulatory and legal proceedings,and investigations of potential violations byregulatory oversight authorities.On a regular basis,we review the status of each significant matter and assess our potentialfinancial exposure.If the potential loss from any claim,legal proceedin

233、g,or potential regulatory violation is consideredprobable and the amount can be reasonably estimated,we accrue a liability for the estimated loss.Significant judgment isrequired in both the determination of probability and whether an exposure is reasonably estimable.Our judgments aresubjective and a

234、re based on the status of the legal or regulatory proceedings,the merits of our defenses,and consultationwith in-house and outside legal counsel.Because of uncertainties related to these matters,accruals are based on the bestinformation available at the time.As additional information becomes availab

235、le,we reassess the potential liability related topending claims,litigation,or other violations and may revise our estimates.Due to the inherent uncertainties of legal andregulatory processes in the multiple jurisdictions in which we operate,our judgments may differ materially from the actualoutcomes

236、.Revenue RecognitionApplication 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 appropr

237、iate accounting.Specifically,the determination of whether we are a principal toa transaction(gross revenue)or an agent(net revenue)can require considerable judgment.Further,we provide incentivepayments to consumers and merchants.Evaluating whether these incentives are a payment to a customer,or cons

238、iderationpayable on behalf of a customer,requires judgment.Incentives determined to be made to a customer,or payable on behalf of acustomer,are recorded as a reduction to gross revenue.Incentives that are earned by the customer based on performancetargets are recorded when earned,based on management

239、 s estimate of each customer s future performance.These accruals502024 Annual ReportPART IIItem 7.Management s Discussion and Analysis of Financial Condition and Results of Operationsare regularly reviewed and estimates of performance are adjusted,as appropriate,based on changes in performanceexpect

240、ations,actual customer performance,amendments to existing contracts,or the execution of new contracts.Changes injudgments with respect to these assumptions and estimates could impact the amount of revenue recognized.Evaluation of Strategic Investments for ImpairmentWe have strategic investments in n

241、on-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 in the same

242、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 factors such as

243、 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 usingthe mar

244、ket 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 on our consolidated statements ofincome(loss).Estimating fair value requires judgment and use of estimates such

245、as discount rates,forecasted cash flows,and market data of comparable companies,among others.For sensitivity analysis performed on our strategic investments,see“Item 7A.Quantitative and Qualitative Disclosures about Market RiskEquity Investment Risk.”Item 7A.Quantitative and Qualitative Disclosures

246、About Market RiskMarket risk is the potential for economic losses to be incurred on market risk sensitive instruments arising from adversechanges in market factors such as interest rates,foreign currency exchange rates,and equity investment risk.Managementestablishes and oversees the implementation

247、of policies governing our investing,funding,and foreign currency derivativeactivities intended to mitigate market risks.We monitor risk exposures on an ongoing basis.Interest Rate RiskWe are exposed to interest rate risk relating to our investment portfolio and from interest-rate sensitive assets un

248、derlyingthe customer balances we hold on our consolidated balance sheets as customer accounts.As of December 31,2023 and 2022,approximately 59%and 57%,respectively,of our total cash,cash equivalents,andinvestment portfolio(excluding restricted cash and strategic investments)was held in cash and cash

249、 equivalents.Theremaining portfolio and assets underlying the customer balances that we hold on our consolidated balance sheets ascustomer accounts are maintained in interest and non-interest bearing bank deposits,time deposits,and available-for-saledebt securities.We seek to preserve principal whil

250、e holding eligible liquid assets,as defined by applicable regulatoryrequirements and commercial law in certain jurisdictions where we operate,equal 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 in

251、terest income we earn on cash and cash equivalents,time deposits,andavailable-for-sale debt securities and the fair value of those securities.A hypothetical 100 basis points increase in interestrates would have resulted in a decrease in the fair value of our cash equivalents and available-for-sale d

252、ebt securitiesinvestment by approximately$122 million and$161 million at December 31,2023 and 2022,respectively.Changes in the fairvalue of our available-for-sale debt securities resulting from such interest rate changes are reported as a component ofaccumulated other comprehensive income(“AOCI”)and

253、 are realized only if we sell the securities prior to their scheduledmaturities or the declines in fair values are due to expected credit losses.As of December 31,2023 and 2022,we had$10.6 billion and$10.4 billion,respectively,in fixed rate debt with varyingmaturity dates.Since these notes bear inte

254、rest at fixed rates,they do not result in any financial statement risk associatedwith changes in interest rates.However,the fair value of these notes fluctuates when interest rates change,increasing inperiods of declining interest rates and declining in periods of increasing interest rates.2024 Annu

255、al Report51ANNUAL REPORTPART IIITEM 7A.Quantitative and Qualitative Disclosures About Market RiskAs of December 31,2023 and 2022,we also had revolving credit facilities of approximately$5.6 billion and$5.7 billion,respectively,available to us.We are obligated to pay interest on borrowings under thes

256、e facilities as well as othercustomary fees,including an upfront fee and an unused commitment fee based on our debt rating.Borrowings under thesefacilities,if any,bear interest at floating rates.As a result,we are exposed to the risk related to fluctuations in interest rates tothe extent of our borr

257、owings.As of December 31,2023 and 2022,50.0 billion(approximately$355 million)and64.3 billion(approximately$491 million),respectively,was outstanding under these facilities.A 100 basis pointshypothetical adverse change in applicable market interest rates would not have resulted in a material impact

258、to interestexpense recorded in the period.For additional information,see“Note 12Debt”in the notes to the consolidated financialstatements included in this Form 10-K.Interest rates may also adversely impact our customersspending levels and ability and willingness to pay outstandingamounts owed to us.

259、Higher interest rates often lead to larger payment obligations by customers of our credit products tous,or to lenders under mortgage,credit 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 de

260、linquencies,charge-offs,andallowances for loans and interest receivable,which could have an adverse effect on our net income(loss).Foreign Currency Exchange Rate RiskWe have significant operations internationally that are denominated in foreign currencies,primarily the British pound,Euro,Australian

261、dollar,and Canadian dollar,which subject us to foreign currency exchange rate risk and may adversely impactour financial results.We transact in various foreign currencies and have significant international revenues and expenses.Inaddition,we charge our international subsidiaries for their use of int

262、ellectual property and technology and for certaincorporate services.Our cash flows,results of operations,and certain of our intercompany balances that are exposed toforeign currency exchange rate fluctuations may differ materially from expectations,and we may record significant gains orlosses due to

263、 foreign currency fluctuations and related hedging activities.We are generally a net receiver of foreigncurrencies and therefore benefit from 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

264、 historical trends in foreign currencyexchange rates and determined that it was reasonably possible that changes in exchange rates of 10%for all currenciescould be experienced in the near term.We have a foreign currency exchange exposure management program designed to identify material foreign curre

265、ncyexposures,manage these exposures,and reduce the potential effects of currency fluctuations on our consolidated cashflows and results of operations through the execution of foreign currency exchange contracts.These foreign currencyexchange contracts are accounted for as derivative instruments;for

266、additional details related to our foreign currencyexchange contracts,please see“Note 10Derivative Instruments”to the consolidated financial statements included in thisForm 10-K.We use foreign currency exchange forward contracts to protect our forecasted U.S.dollar-equivalent earnings and ourinvestme

267、nt in foreign subsidiaries from adverse changes in foreign currency exchange rates.These hedging contractsreduce,but do not entirely eliminate,the impact of adverse foreign currency exchange rate movements.We designatethese contracts as cash flow hedges of forecasted revenues and expenses denominate

268、d in certain foreign currencies andnet investment hedges for accounting purposes.The derivative s gain or loss is initially reported as a component of AOCI.Cash flow hedges are subsequently reclassified into revenue or expense in the same period the forecasted transactionaffects earnings.The accumul

269、ated gains and losses associated with net investment hedges will remain in AOCI until theforeign subsidiaries are sold or substantially liquidated,at which point they will be reclassified into earnings.If the U.S.dollar weakened by a hypothetical 10%at December 31,2023 and 2022,the amount recorded i

270、n AOCI related toour foreign currency exchange forward contracts,before taxes,would have been approximately$622 million and$710 million lower,respectively,before considering the offsetting impact of the underlying hedged item.We have an additional foreign currency exchange management program in whic

271、h we use foreign currency exchangecontracts to help offset the foreign currency exchange risk on our assets and liabilities denominated in currencies otherthan the functional currency of our subsidiaries.These contracts are not designated as hedging instruments and reduce,but do not entirely elimina

272、te,the impact of currency exchange rate movements on our assets and liabilities.The foreigncurrency exchange gains and losses on our assets and liabilities are recorded in other income(expense),net,and areoffset by the gains and losses on the foreign currency exchange contracts.522024 Annual ReportP

273、ART IIITEM 7A.Quantitative and Qualitative Disclosures About Market RiskAdverse 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$417 million and$173 million at December 31,2023 and 2022,re

274、spectively,without considering the offsetting effect of foreign currency exchange contracts.Foreign currency exchangecontracts in place as of December 31,2023 would have positively impacted income before income taxes by approximately$400 million,resulting in a net negative impact of approximately$17

275、 million.Foreign currency exchange contracts in placeas of December 31,2022 would have positively impacted income before income taxes by approximately$144 million,resulting in a net negative impact of approximately$29 million.These reasonably possible adverse changes in exchangerates of 10%were appl

276、ied to monetary assets,monetary liabilities,and available-for-sale debt securities denominated incurrencies other than the functional currencies of our subsidiaries at the balance sheet dates to compute the adverseimpact these changes would have had on our income before income taxes in the near term

277、.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 December 31,2023 and 2022,our strategic investments totaled$1.8 billion and$2.1 billion which represented approximate

278、ly 11%and 14%of our total cash,cash equivalents,and short-term and long-terminvestment portfolio at each of those respective dates.Our strategic investments include marketable equity securities,which are publicly traded,and non-marketable equity securities,which are primarily investments in privatel

279、y 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 to our net income(loss)in future periods due to changes inobservable prices and impairment related to our non-marketab

280、le equity securities accounted for under the MeasurementAlternative.These changes could be material based on market conditions.Additionally,the financial success of ourinvestments in privately held companies is typically dependent on a liquidity event,such as a public offering,acquisition,private sa

281、le,or other favorable market event providing the ability to realize appreciation in the value of the investment.Ahypothetical adverse change of 10%in the carrying value of our strategic investments as of December 31,2023,whichcould be experienced in the near term,would have resulted in a decrease of

282、 approximately$184 million to the carryingvalue of the portfolio.We review our non-marketable equity securities accounted for under the Measurement Alternative forimpairment when events and circumstances indicate a decline in fair value of such assets below carrying value.Ouranalysis includes a revi

283、ew of recent operating results and trends,recent purchases and sales of securities,and otherpublicly available data,for which we assess factors such as the investeesfinancial condition and business outlook,industry performance,regulatory,economic,or technological environment,and other relevant event

284、s and factors affectingthe investees.Item 8.Financial Statements and Supplementary DataThe audited consolidated financial statements covering the years ended December 31,2023,2022,and 2021 andaccompanying notes listed in Part IV,Item 15(a)(1)of this Form 10-K are included in this report.Item 9.Chang

285、es in and Disagreements with Accountants on Accounting andFinancial DisclosureNone.Item 9A.Controls 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 Excha

286、nge Act of 1934,as amended,or the Exchange Act),our principal executive officer and our principal financial officer have concluded that as of December 31,2023,the end ofthe period covered by this report,our disclosure controls and procedures were effective.Management s report on internal control ove

287、r financial reporting.Our management is responsible for establishing andmaintaining adequate internal 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 fin

288、ancial reportingbased on the framework in Internal ControlIntegrated Framework(2013)issued by the Committee of SponsoringOrganizations of the Treadway Commission.Based on its evaluation under the framework in Internal ControlIntegratedFramework,our management concluded that our internal control over

289、 financial reporting was effective as of December 31,2023.2024 Annual Report53ANNUAL REPORTPART IIItem 9A.Controls and ProceduresThe effectiveness of our internal control over financial reporting as of December 31,2023 has been audited byPricewaterhouseCoopers LLP,an independent registered public ac

290、counting 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 internal controls over financial reportingas defined in Exchange Act Rule 13a-15(f)that occurred during our most recently completed f

291、iscal quarter that havematerially affected,or are reasonably likely to materially affect,our internal control over financial reporting.Item 9B.Other InformationRule 10b5-1 Trading PlansAn equity trading plan is a written document that preestablishes the amounts,prices and dates(or formula for determ

292、iningthe amounts,prices and dates)of future purchases or sales of the Company s stock,including sales of shares acquiredunder the Company s employee and director equity plans.On December 7,2023,Jonathan Auerbach entered into an equity trading plan that is intended to satisfy the affirmativedefense c

293、onditions of Rule 10b5-1(c)under the Exchange Act.Mr.Auerbach was serving as an executive officer of theCompany at the time the trading plan was adopted.The trading plan has a duration of March 7,2024 to September 10,2024with approximately 85,839 shares(vested and net shares expected to vest over th

294、e duration of the trading plan)subject tosale under the plan.Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNone.Part IIIItem 10.Directors,Executive Officers and Corporate GovernanceIncorporated by reference from our Proxy Statement for our 2024 Annual Meeting of Stockhol

295、ders to be filed with the SECwithin 120 days after December 31,2023.Item 11.Executive CompensationIncorporated by reference from our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SECwithin 120 days after December 31,2023(excluding the information under the subheadi

296、ng“Pay Versus Performance”).Item 12.Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder MattersIncorporated by reference from our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SECwithin 120 days after December 31,2023.Item 13.Certa

297、in Relationships and Related Transactions,and DirectorIndependenceIncorporated by reference from our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SECwithin 120 days after December 31,2023.Item 14.Principal Accountant Fees and ServicesIncorporated by reference from

298、 our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SECwithin 120 days after December 31,2023.542024 Annual ReportPART IVItem 15.Exhibits,Financial Statement SchedulesPart IVItem 15.Exhibits,Financial Statement Schedules(a)The following documents are filed as part o

299、f this report:PageNumber1.Consolidated Financial StatementsReport of Independent Registered Public Accounting Firm(PCAOB ID 238)56Consolidated Balance Sheets58Consolidated Statements of Income(Loss)59Consolidated Statements of Comprehensive Income(Loss)60Consolidated Statements of StockholdersEquity

300、61Consolidated Statements of Cash Flows62Notes to Consolidated Financial Statements642.Financial Statement ScheduleSchedule IIValuation and Qualifying Accounts120All other schedules have been omitted because the information required to be set forth therein is not applicable or is shownin the financi

301、al statements or notes thereto.3.Exhibits Required by Item 601 of Regulation S-K121The information required by this Item is set forth in the Index of Exhibits that precedes the signature page of this AnnualReport.2024 Annual Report55ANNUAL REPORTPART IVReport of Independent Registered Public Account

302、ing 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,Inc.and its subs

303、idiaries(the“Company”)as of December 31,2023 and 2022,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 31,2023,including the related notes and financial statement sched

304、ule listed in the index appearing under Item15(a)(2)(collectively referred to as the“consolidated financial statements”).We also have audited the Company s internalcontrol over financial reporting as of December 31,2023,based on criteria established in Internal ControlIntegratedFramework(2013)issued

305、 by the Committee of Sponsoring Organizations of the Treadway Commission(COSO).In our opinion,the consolidated financial statements referred to above present fairly,in all material respects,the financialposition of the Company as of December 31,2023 and 2022,and the results of its operations and its

306、 cash flows for each ofthe three years in the period ended December 31,2023 in conformity with accounting principles generally accepted in theUnited States of America.Also in our opinion,the Company maintained,in all material respects,effective internal controlover financial reporting as of December

307、 31,2023,based on criteria established in Internal ControlIntegrated Framework(2013)issued by the COSO.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 th

308、e effectiveness 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 overfina

309、ncial reporting 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 regulati

310、ons of 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 materialmisstatem

311、ent,whether 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 statem

312、ents,whether 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 sign

313、ificant estimates made by management,as well as evaluating the overall presentation of the consolidated financialstatements.Our audit of internal control over financial reporting included obtaining an understanding of internal controlover financial reporting,assessing the risk that a material weakne

314、ss exists,and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk.Our audits also included performing such otherprocedures as we considered necessary in the circumstances.We believe that our audits provide a reasonable basis forour opinions.562

315、024 Annual ReportPART IVReport of Independent Registered Public Accounting FirmDefinition and Limitations of Internal Control over Financial ReportingA company s internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial repo

316、rting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles.A company s internal control over financial reporting includes those policies andprocedures that(i)pertain to the maintenance of records that,in reasonable detail,accura

317、tely and fairly reflect thetransactions and dispositions of the assets of the company;(ii)provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance with generally accepted accountingprinciples,and that receipts and expenditure

318、s of the company are being made only in accordance with authorizations ofmanagement and directors of the company;and(iii)provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition,use,or disposition of the company s assets that could have a material effect on th

319、efinancial statements.Because of its inherent limitations,internal control over financial reporting may not prevent or detect misstatements.Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequatebecause of changes in condition

320、s,or that the degree of compliance with the policies or procedures may deteriorate.Critical Audit MattersThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financialstatements that was communicated or required to be communicated to the

321、audit committee and that(i)relates to accountsor disclosures that are material to the consolidated financial statements and(ii)involved our especially challenging,subjective,or complex judgments.The communication of critical audit matters does not alter in any way our opinion on theconsolidated fina

322、ncial statements,taken as a whole,and we are not,by communicating the critical audit matter below,providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.Allowance for Loans ReceivableAs described in Notes 1 and 11 to the consolidated financial

323、 statements,as of December 31,2023,the Company recordedtotal loans and interest receivable of$5,433 million,net of an allowance of$540 million.The allowance for loans receivableis primarily based on expectations of credit losses based on historical lifetime loss data as well as macroeconomicforecast

324、s applied to the portfolio.The loss models incorporate various portfolio attributes,as well as macroeconomicfactors such as forecasted trends in unemployment,retail e-commerce sales,and household disposable income.Theforecasted macroeconomic factors are sourced externally,using a single scenario to

325、reflect the economic conditionsapplicable to a particular period.Management also includes qualitative adjustments that incorporate incrementalinformation not captured in the expected credit loss models.The principal considerations for our determination that performing procedures relating to the allo

326、wance for loansreceivable is a critical audit matter are(i)the high degree of auditor subjectivity and effort in performing procedures andevaluating audit evidence relating to certain models which apply macroeconomic forecasts to estimate expected creditlosses;and(ii)the audit effort involved the us

327、e of professionals with specialized skill and knowledge.Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming ouroverall opinion on the consolidated financial statements.These procedures included testing the effectiveness of controlsrelating to

328、 the allowance for loans receivable,including controls over certain models which apply macroeconomicforecasts to estimate expected credit losses.These procedures also included,among others,the involvement ofprofessionals with specialized skill and knowledge to assist in testing management s process

329、for estimating the allowancefor loans receivable.Testing management s process included(i)evaluating the appropriateness of the methodology andcertain models;(ii)testing the completeness and accuracy of certain data used in the estimate;and(iii)evaluating thereasonableness of management s application

330、 of macroeconomic forecasts to estimate expected credit losses./s/PricewaterhouseCoopersLLPSan Jose,CaliforniaFebruary 7,2024We have served as the Company s auditor since 2000.2024 Annual Report57ANNUAL REPORTPART IVConsolidated Balance SheetsPayPal Holdings,Inc.Consolidated Balance SheetsAs of Dece

331、mber 31,20232022(In millions,except par value)ASSETSCurrent assets:Cash and cash equivalents$9,081$7,776Short-term investments4,9793,092Accounts receivable,net1,069963Loans and interest receivable,held for sale563Loans and interest receivable,net of allowances of$540 and$598 as of December 31,2023 a

332、nd2022,respectively5,4337,431Funds receivable and customer accounts38,93536,264Prepaid expenses and other current assets2,5091,898TOTAL CURRENT ASSETS62,56957,424Long-term investments3,2735,018Property and equipment,net1,4881,730Goodwill11,02611,209Intangible assets,net537788Other assets3,2732,455TO

333、TAL ASSETS$82,166$78,624LIABILITIES AND EQUITYCurrent liabilities:Accounts payable$139$126Funds payable and amounts due to customers41,93540,014Accrued expenses and other current liabilities6,3924,868TOTAL CURRENT LIABILITIES48,46645,008Other long-term liabilities2,9732,925Long-term debt9,67610,417TOTAL LIABILITIES61,11558,350Commitments and contingencies(Note 13)Equity:Common stock,$0.0001 par va