This Quarterly Report on Form 10-Q 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, including 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,
mergers or acquisitions, or management strategies). Additionally, our forward
looking statements include expectations related to anticipated impacts of the
coronavirus pandemic. These forward-looking statements can be identified by
words such as "may," "will," "would," "should," "could," "expect," "anticipate,"
"believe," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"project," "forecast," and other similar expressions. These forward-looking
statements involve risks and uncertainties that could cause our actual results
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 Part I, Item 1A, Risk Factors in our Annual Report on
Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K"), as
supplemented in the risk factors set forth below in Part II, Item 1A, Risk
Factors, of this Form 10-Q, as well as in our unaudited condensed consolidated
financial statements, related notes, and the other information appearing in this
report and our other filings with the Securities and Exchange Commission
("SEC"). 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
report to reflect actual results or future events or circumstances. Given these
risks and uncertainties, readers are cautioned not to place undue reliance on
such forward-looking statements. You should read the following "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
conjunction with the unaudited condensed consolidated financial statements and
the related notes that appear in this report. Unless otherwise expressly stated
or the context otherwise requires, references to "we," "our," "us," "the
Company," and "PayPal" refer to PayPal Holdings, Inc. and its consolidated
subsidiaries.

BUSINESS ENVIRONMENT

THE COMPANY

We are a leading technology platform and digital payments company that enables
digital and mobile payments on behalf of merchants and consumers worldwide.
PayPal is committed to democratizing financial services to improve the financial
health of individuals and to increase economic opportunity for entrepreneurs and
businesses of all sizes around the world. Our goal is to enable our merchants
and consumers to manage and move their money anywhere in the world, anytime, on
any platform, and using any device when sending payments or getting paid. We
also facilitate person-to-person ("P2P") payments through our PayPal, Venmo, and
Xoom products and services and simplify and personalize shopping experiences for
our consumers through our Honey Platform. Our combined payment solutions,
including our core PayPal, PayPal Credit, Braintree, Venmo, Xoom, Zettle, and
Hyperwallet products and services, comprise our proprietary Payments Platform.

Regulatory environment



We operate globally and in a rapidly evolving regulatory environment
characterized by a heightened focus by regulators globally on all aspects of the
payments industry, including countering terrorist financing, anti-money
laundering, privacy, cybersecurity, and consumer protection. The laws and
regulations applicable to us, including those enacted prior to the advent of
digital and mobile payments, are continuing to evolve through legislative and
regulatory action and judicial interpretation. New or changing laws and
regulations, including the changes to their interpretation and implementation,
as well as increased penalties and enforcement actions related to
non-compliance, could have a material adverse impact on our business, results of
operations, and financial condition. We monitor these areas closely and are
focused on designing compliant solutions for our customers.

Information security



Information security risks for global payments and technology companies like us
have increased significantly in recent years. Although we have developed systems
and processes designed to protect the data we manage, prevent data loss and
other security incidents and effectively respond to known and potential risks,
and expect to continue to expend significant resources to bolster these
protections, we remain subject to these risks and there can be no assurance that
our security measures will provide sufficient security or prevent breaches or
attacks. For additional information regarding our information security risks,
see Part I, Item 1A, Risk Factors in our 2020 Form 10-K, as supplemented and, to
the extent inconsistent, superseded below (if applicable) in Part II, Item 1A,
Risk Factors in this Form 10-Q.

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COVID-19



The coronavirus ("COVID-19") pandemic resulted in government authorities and
businesses throughout the world implementing numerous measures intended to
contain and limit the spread of COVID-19, including travel restrictions, border
closures, quarantines, shelter-in-place and lock-down orders, mask and social
distancing requirements, and business limitations and shutdowns. The spread of
COVID-19 has caused us to make significant modifications to our business
practices, including enabling most of our workforce to work from home,
establishing strict health and safety protocols for our offices, restricting
physical participation in meetings, events, and conferences and imposing
restrictions on employee travel. We will continue to actively monitor the
situation and may take further actions that may alter our business practices as
may be required by federal, state, or local authorities or that we determine are
in the best interests of our employees, customers, or business partners.

The spread of COVID-19 has also accelerated the shift from in-store shopping and
traditional in-store payment methods (e.g. cash) towards e-commerce and digital
payments and resulted in increased customer demand for safer payment and
delivery solutions (e.g. contactless payment methods, buy online and pick up in
store) and a significant increase in online spending in certain verticals that
have historically had a strong in-store presence. On balance, our business has
benefited from these behavioral shifts, including a significant increase in net
new active accounts and payments volume. To the extent that consumers revert to
pre-COVID-19 behaviors as mitigation measures to limit the spread of COVID-19
are lifted or relaxed and effective vaccines for COVID-19 are available and
widely distributed, our business, financial condition, and results of operations
could be adversely impacted.

The rapidly changing global market and economic conditions as a result of the
COVID-19 pandemic have impacted, and are expected to continue to impact, our
operations and business. The broader implications of the COVID-19 pandemic on
our business, financial condition, and results of operations remain uncertain.
For additional information on how the COVID-19 pandemic has impacted and could
continue to negatively impact our business, see below for specific discussion in
the respective areas, and also refer to Part I, Item 1A, Risk Factors in our
2020 Form 10-K.

BREXIT

The United Kingdom ("U.K.") formally exited the European Union ("EU") and the
European Economic Area ("EEA") on January 31, 2020 (commonly referred to as
"Brexit") with the expiration of a transition period on December 31, 2020.
PayPal (Europe) S.à.r.l. et Cie, SCA ("PayPal (Europe)") operates in the U.K.
within the scope of its passport permissions (as they stood at the end of the
transition period) under the Temporary Permissions Regime pending the grant of
new U.K. authorizations by the U.K financial regulators. We are currently unable
to determine the longer-term impact that Brexit will have on our business, which
will depend, in part, on the implications of new tariff, trade, and regulatory
frameworks that now govern the provision of cross-border goods and services
between the U.K. and the EEA, as well as the financial and operational
consequences of the requirement for PayPal (Europe) to obtain new U.K.
authorizations to operate its business longer-term within the U.K. market. For
additional information on how Brexit could affect our business, see Part I, Item
1A, Risk Factors in our 2020 Form 10-K, as supplemented and, to the extent
inconsistent, superseded below (if applicable) in Part II, Item 1A, Risk Factors
in this Form 10-Q.

Brexit may contribute to instability in financial, stock, and foreign currency
exchange markets, including volatility in the value of the British Pound and
Euro. We have foreign currency exchange exposure management programs designed to
help reduce the impact from foreign currency exchange rate movements. Net
revenues generated from our U.K. operations constituted 10% of total net
revenues for both the three months ended March 31, 2021 and 2020. During the
three months ended March 31, 2021 and 2020, net revenues generated from the EU
(excluding the U.K.) constituted 21% and 17% of total net revenues,
respectively. Approximately 52% and 50% of our gross loans and interest
receivables as of March 31, 2021 and December 31, 2020, respectively, were due
from customers in the U.K. Approximately 15% and 14% of our gross loans and
interest receivables as of March 31, 2021 and December 31, 2020, respectively,
were due from customers in the EU (excluding the U.K.).
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OVERVIEW OF RESULTS OF OPERATIONS

The following table provides a summary of our condensed consolidated financial results for the three months ended March 31, 2021 and 2020:


                                                           Three Months Ended March 31,
                                                             2021                  2020            Percent Increase/(Decrease)
                                                                 (In millions, except percentages and per share data)
Net revenues                                           $       6,033           $   4,618                                  31  %
Operating expenses                                             4,991               4,220                                  18  %
Operating income                                       $       1,042           $     398                                 162  %
Operating margin                                                  17   %               9  %                                  **
Other income (expense), net                            $        (170)          $    (135)                                (26) %
Income tax (benefit) expense                           $        (225)          $     179                                (226) %
Effective tax rate                                               (26)  %              68  %                                  **
Net income                                             $       1,097           $      84                               1,206  %
Net income per diluted share                           $        0.92           $    0.07                               1,200  %
Net cash provided by operating activities(1)           $       1,758           $   1,421                                  24  %



All amounts in tables are rounded to the nearest million, except as otherwise
noted. As a result, certain amounts may not recalculate using the rounded
amounts provided.
(1) Prior period amounts have been revised to conform to the current
presentation. For additional information, see "Note 1-Overview and Summary of
Significant Accounting Policies" in the notes to the condensed consolidated
financial statements in Part I, Item 1 of this Form 10-Q.
** Not meaningful

THREE MONTHS ENDED MARCH 31, 2021 AND 2020



Net revenues increased $1.4 billion, or 31%, in the three months ended March 31,
2021 compared to the same period of the prior year driven primarily by growth in
total payment volume ("TPV", as defined below under "Net Revenues") of 50%.

Total operating expenses increased $771 million, or 18%, in the three months
ended March 31, 2021 compared to the same period of the prior year due primarily
to an increase in transaction expense, and to a lesser extent, increases in
sales and marketing expenses, technology and development expenses, and customer
support and operations expenses. These increases were partially offset by a
decline in transaction and credit losses.

Operating income increased by $644 million, or 162%, in the three months ended
March 31, 2021 compared to the same period of the prior year due to growth in
net revenues, partially offset by an increase in operating expenses. Our
operating margin was 17% and 9% in the three months ended March 31, 2021 and
2020, respectively. Operating margin for the three months ended March 31, 2021
was positively impacted primarily by the decrease in transaction and credit
losses, and to a lesser extent, by operating efficiencies.

Net income increased by $1.0 billion in the three months ended March 31, 2021
compared to the same period of the prior year due to the previously discussed
increase in operating income of $644 million and a decrease in income tax
expense of $404 million, driven primarily by tax expense related to the
intra-group transfer of intellectual property in the three months ended March,
31, 2020 with no comparable activity in the current period and an increase in
tax benefits associated with discrete tax adjustments, partially offset by a
decrease of $35 million in other income (expense), net.

IMPACT OF FOREIGN CURRENCY EXCHANGE RATES
We have significant international operations that are denominated in foreign
currencies, primarily the British Pound, Euro, Australian dollar, and Canadian
dollar, subjecting us to foreign currency exchange risk which may adversely
impact our financial results. The strengthening or weakening of the U.S. dollar
versus the British Pound, Euro, Australian dollar, and Canadian dollar, as well
as other currencies in which we conduct our international operations, impacts
the translation of our net revenues and expenses generated in these foreign
currencies into the U.S. dollar. We generated approximately 49% and 47% of our
net revenues from customers domiciled outside of the U.S. in the three months
ended March 31, 2021 and 2020, respectively. Because we generate substantial net
revenues internationally, we are subject to the risks of doing business outside
of the U.S. See Part I, Item 1A, Risk Factors in our 2020 Form 10-K, as
supplemented and, to the extent inconsistent, superseded (if applicable) below
in Part II, Item 1A, Risk Factors in this Form 10-Q.
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We calculate the year-over-year impact of foreign currency exchange movements on
our business using prior period foreign currency exchange rates applied to
current period transactional currency amounts. While changes in foreign currency
exchange rates affect our reported results, we have a foreign currency exchange
exposure management program in which we designate certain foreign currency
exchange contracts as cash flow hedges intended to reduce the impact on earnings
from foreign currency exchange rate movements. Gains and losses from these
foreign currency exchange contracts are recognized as a component of transaction
revenues in the same period the forecasted transactions impact earnings.

In the three months ended March 31, 2021, year-over-year foreign currency
movements relative to the U.S. dollar had the following impact on our reported
results:
                                                                             Three Months Ended
                                                                               March 31, 2021
                                                                                (In millions)
Favorable impact to net revenues (exclusive of hedging impact)              $              190
Hedging impact                                                                             (59)
Favorable impact to net revenues                                                           131
Unfavorable impact to operating expense                                                    (73)
Net favorable impact to operating income                                    $               58



While we enter into foreign currency exchange contracts to help reduce the
impact on earnings from foreign currency exchange rate movements, it is
impossible to predict or eliminate the total effects of this exposure.
Additionally, in connection with transactions occurring in multiple currencies
on our Payments Platform, we generally set our foreign currency exchange rates
daily, and may face financial exposure if we incorrectly set our foreign
currency exchange rates or as a result of fluctuations in foreign currency
exchange rates between the times that we set our foreign currency exchange
rates. Given that we also have foreign currency exchange risk on our assets and
liabilities denominated in currencies other than the functional currency of our
subsidiaries, we have an additional foreign currency exchange exposure
management program in which we use foreign currency exchange contracts to offset
the impact of foreign currency exchange rate movements on our assets and
liabilities. The foreign currency exchange gains and losses on our assets and
liabilities are recorded in other income (expense), net, and are offset by the
gains and losses on the foreign currency exchange contracts. These foreign
currency exchange contracts reduce, but do not entirely eliminate, the impact of
foreign currency exchange rate movements on our assets and liabilities.

FINANCIAL RESULTS



NET REVENUES
Our revenues are classified into the following two categories:
•Transaction revenues: Net transaction fees charged to merchants and consumers
on a transaction basis primarily based on the TPV completed on our Payments
Platform. Growth in TPV is directly impacted by the number of payment
transactions that we enable on our Payments Platform. We earn additional fees on
transactions where we perform currency conversion, when we enable cross-border
transactions (i.e., transactions where the merchant and consumer are in
different countries), to facilitate the instant transfer of funds for our
customers from their PayPal or Venmo account to their debit card or bank
account, to facilitate the purchase and sale of cryptocurrencies, and other
miscellaneous fees.

•Revenues from other value added services: Net revenues derived primarily from
revenue earned through partnerships, referral fees, subscription fees, gateway
fees, and other services we provide to our merchants and consumers. We also earn
revenues from interest and fees earned primarily on our portfolio of loans
receivable, and interest earned on certain assets underlying customer balances.

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Active accounts, number of payment transactions, number of payment transactions
per active account, and TPV are key non-financial performance metrics ("key
metrics") that management uses to measure the performance of our business, and
are defined as follows:

•An active account is an account registered directly with PayPal or a platform
access partner that has completed a transaction on our Payments Platform or
through our Honey Platform, not including gateway-exclusive transactions, within
the past 12 months. A platform access partner is a third party whose customers
are provided access to PayPal's Payments Platform through such third party's
login credentials. The number of active accounts provides management with
additional perspective on the growth of accounts across our Payments and Honey
Platforms as well as the overall scale of our platforms.

•Number of payment transactions are the total number of payments, net of payment
reversals, successfully completed on our Payments Platform or enabled by PayPal
via a partner payment solution, not including gateway-exclusive transactions.

•Number of payment transactions per active account reflects the total number of
payment transactions within the previous 12-month period, divided by active
accounts at the end of the period. The number of payment transactions per active
account provides management with insight into the number of times a customer is
engaged in payments activity on our Payments Platform in a given period.

•TPV is the value of payments, net of payment reversals, successfully completed
on our Payments Platform, or enabled by PayPal via a partner payment solution,
not including gateway-exclusive transactions.

As our transaction revenue is typically correlated with TPV growth and the
number of payment transactions completed on our Payments Platform, management
uses these metrics to gain insights into the scale and strength of our Payments
Platform, the engagement level of our customers, and underlying activity and
trends which are indicators of current and future performance. We present these
key metrics to enhance investors' evaluation of the performance of our business
and operating results.

Net revenue analysis

The components of our net revenues for the three months ended March 31, 2021 and 2020 were as follows (in millions):


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Transaction revenues

Transaction revenues grew by $1.4 billion, or 33%, for the three months ended
March 31, 2021 compared to the same period of the prior year. The increase was
mainly attributable to our core PayPal products and services, and to a lesser
extent Braintree products and services, due primarily to strong growth in TPV
and the number of payment transactions, both of which resulted primarily from an
increase in our active accounts. In the first quarter of 2020, we experienced an
adverse impact on our TPV and transaction revenues due to the initial
implications of the COVID-19 pandemic. The shift beginning in the second quarter
of 2020 from in-store payment methods to digital payments (as described above)
has continued to benefit our business.

The graphs below present the respective key metrics (in millions) for the three
months ended March 31, 2021 and 2020:
[[Image Removed: pypl-20210331_g4.jpg]][[Image Removed: pypl-20210331_g5.jpg]][[Image Removed: pypl-20210331_g6.jpg]]
*Reflects active accounts at the end of the applicable period. Active accounts
as of March 31, 2020 includes 10.2 million active accounts contributed by Honey
on the date of acquisition in January 2020.
The following table provides a summary of related metrics:
                                                              Three Months Ended March 31,                     Percent
                                                               2021                  2020                Increase/(Decrease)

Number of payment transactions per active account                 42.2                  39.4                                7  %

Percent of cross-border TPV                                         17  %                 17  %                               **


** Not meaningful

We had 392 million active accounts as of March 31, 2021 compared to 325 million
as of March 31, 2020, an increase of 21%. Number of payment transactions were
4.4 billion for the three months ended March 31, 2021 compared to 3.3 billion in
the three months ended March 31, 2020, an increase of 34%. TPV was $285 billion
for the three months ended March 31, 2021 compared to $191 billion in the three
months ended March 31, 2020, an increase of 50%.

Transaction revenues grew more slowly than TPV and number of payment
transactions for the three months ended March 31, 2021 compared to the same
period in the prior year due primarily to a higher portion of TPV generated by
platform partners and large merchants who generally pay lower rates with higher
transaction volumes and unfavorable impact from hedging. Changes in prices
charged to our customers did not significantly impact transaction revenue growth
for the three months ended March 31, 2021.

Revenues from other value added services



For the three months ended March 31, 2021, revenues from other value added
services increased $9 million, or 2%, compared to the same period in the prior
year primarily attributable to increases in our revenue share with Synchrony
Bank ("Synchrony") and interest and fee revenue on our consumer loans receivable
portfolio driven by growth in international markets. This was partially offset
by decreases in interest and fee revenue on our merchant loans receivable
portfolio due to a decline in originations and on interest earned on certain
assets underlying customer account balances resulting from lower interest rates.

The total gross consumer and merchant loans receivable balance was $3.5 billion
as of March 31, 2021 and $4.5 billion as of March 31, 2020, reflecting a
year-over-year decrease of 22% driven by a decline in our merchant receivable
portfolio due to reduced originations, partially offset by growth in our
consumer receivable portfolio due to increased originations.

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In response to the COVID-19 pandemic, we took both proactive and reactive
measures during 2020 to support our merchants and consumers that had loans and
interest receivables due to us under our credit product offerings. These
measures were intended to help reduce financial difficulties experienced by our
customers and included providing payment holidays to grant payment deferrals to
certain borrowers for varying periods of time, and amended payment terms through
loan modifications in certain cases. These measures have adversely impacted and
may continue to adversely impact the recognition of interest and fee income in
future periods. Given the uncertainty surrounding the COVID-19 pandemic,
including its duration and severity and the ultimate impact it may have on the
financial condition of our merchants and consumers, the extent of these types of
actions and their prospective impact on our interest and fee income is not
determinable. In addition, consumers that have outstanding loans and interest
receivable due to Synchrony may experience similar hardships that result in
increased losses recognized by Synchrony, which may result in a decrease in our
revenue share earned from Synchrony in future periods. In the event the overall
return on the PayPal branded credit programs funded by Synchrony does not meet a
minimum rate of return ("minimum return threshold") in a particular quarter, our
revenue share for that period would be zero. Further, in the event the overall
return on the PayPal branded credit programs managed by Synchrony does not meet
the minimum return threshold as measured over four consecutive quarters and in
the following quarter, we would be required to make a payment to Synchrony,
subject to certain limitations. Through March 31, 2021, the overall return on
the PayPal branded credit programs funded by Synchrony exceeded the minimum
return threshold.

OPERATING EXPENSES

The following table summarizes our operating expenses and related metrics we use to assess the trends in each:


                                                              Three Months Ended March 31,           Percent Increase/(Decrease)
                                                                 2021                 2020
                                                                             (In millions, except percentages)
Transaction expense                                        $       2,275           $  1,739                                31  %
Transaction and credit losses                                        273                591                               (54) %
Customer support and operations                                      518                399                                30  %
Sales and marketing                                                  602                371                                62  %
Technology and development                                           741                605                                22  %
General and administrative                                           524                486                                 8  %
Restructuring and other charges                                       58                 29                               100  %
Total operating expenses                                   $       4,991           $  4,220                                18  %
Transaction expense rate(1)                                         0.80   %           0.91  %                                **
Transaction and credit loss rate(2)                                 0.10   %           0.31  %                                **


(1) Transaction expense rate is calculated by dividing transaction expense by
TPV.
(2) Transaction and credit loss rate is calculated by dividing transaction and
credit losses by TPV.
** Not meaningful
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Transaction expense

Transaction expense for the three months ended March 31, 2021 and 2020 was as follows (in millions):


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Transaction expense increased by $536 million, or 31%, in the three months ended
March 31, 2021 compared to the same period of the prior year due primarily to
the increase in TPV of 50%. The decrease in transaction expense rate for the
three months ended March 31, 2021 compared to the same period of the prior year
was due primarily to favorable changes in funding mix, merchant mix, and product
mix.

Our transaction expense rate is impacted by changes in product mix, merchant
mix, regional mix, funding mix, and assessments charged by payment processors
and other financial institutions when we draw funds from a customer's credit or
debit card, bank account, or other funding sources. The cost of funding a
transaction with a credit or debit card is generally higher than the cost of
funding a transaction from a bank or through internal sources such as a PayPal
or Venmo account balance, or PayPal Credit. For the three months ended March 31,
2021 and 2020, approximately 1% and 2% of TPV, respectively, was funded with
PayPal Credit. For the three months ended March 31, 2021 and 2020, approximately
40% and 39% of TPV, respectively, was generated outside of the U.S. As we expand
the availability and presentation of alternative funding sources to our
customers, our funding mix may change, which could increase or decrease our
transaction expense rate.

Transaction and credit losses

The components of our transaction and credit losses for the three months ended March 31, 2021 and 2020 were as follows (in millions):


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Transaction and credit losses decreased by $318 million, or 54%, in the three months ended March 31, 2021 compared to the same period of the prior year.



Transaction losses were $281 million in the three months ended March 31, 2021
compared to $247 million in the three months ended March 31, 2020, an increase
of $34 million, or 14%. Transaction loss rate (transaction losses divided by
TPV) was 0.10% and 0.13% for the three months ended March 31, 2021 and 2020,
respectively. The increase in transaction losses in the three months ended
March 31, 2021 was primarily due to growth in TPV, partially offset by benefits
realized through improvements in risk management capabilities, which contributed
to a decrease in our transaction loss rate in the period, compared to the same
period of the prior year. The duration and severity of the impacts of the
COVID-19 pandemic remain unknown. The negative impact on macroeconomic
conditions could increase the risk of merchant bankruptcy, insolvency, business
failure, or other business interruption, which may adversely impact our
transaction losses, particularly for merchants that sell goods or services in
advance of the date of their delivery or use.

Credit losses were a benefit of $8 million in the three months ended March 31,
2021 compared to losses of $344 million in the three months ended March 31,
2020, a decrease of $352 million, or 102%. The benefit in three months ended
March 31, 2021 was attributable to the reduction of our allowance for loans and
interest receivable due to improvements in both current and projected
macroeconomic conditions and the credit quality of loans outstanding, partially
offset by an increase in the provision due to new originations. The provisions
in the three months ended March 31, 2021 included the impact of qualitative
adjustments to allowances for our merchant and consumer portfolios, which
increased provisions in the current period, to account for a high degree of
uncertainty around the financial health of our consumer and merchant borrowers
including uncertainty around the effectiveness of loan modification programs
made available to merchants, as well as volatility with respect to both the
projected and actual macroeconomic conditions during the period. The losses in
the three months ended March 31, 2020 were associated with an increase in
provisions for our loans and interest receivable portfolio, which was
significantly impacted by a deterioration in macroeconomic projections
reflecting the anticipated impact of the COVID-19 pandemic, which was factored
into the determination of our current expected credit losses, as well as growth
in portfolio balances.

The consumer loans and interest receivables balance as of March 31, 2021 and
2020 was $2.2 billion and $1.4 billion, respectively, representing a
year-over-year increase of 63% driven by growth of our installment credit
products in the U.S. and international markets as well as growth of PayPal
Credit in international markets. Approximately 75% and 90% of our consumer loans
receivable outstanding as of March 31, 2021 and 2020, respectively, were due
from consumers in the U.K. The decline in the percentage of consumer loans
receivable outstanding in the U.K. at March 31, 2021 compared to March 31, 2020
was due to overall growth in the consumer loan portfolio, particularly from
installment credit products in other markets.

The following table provides information regarding the credit quality of our consumer loans and interest receivable balance:

March 31,


                                                                          2021                    2020
Percent of consumer loans and interest receivables current                    97.2  %                96.4  %
Percent of consumer loans and interest receivables > 90 days
outstanding(1)                                                                 1.2  %                 1.5  %
Net charge off rate(2)                                                         3.0  %                 3.6  %


(1) Represents percentage of balances which are 90 days past the billing date to
the consumer or contractual repayment date on installment credit products.
(2) Net charge off rate is the annual ratio of net credit losses, excluding
fraud losses, on consumer loans receivables as a percentage of the average daily
amount of consumer loans and interest receivables balance during the period.

We offer access to credit products for certain small and medium-sized merchants,
which we refer to as our merchant lending offerings. Total merchant loans,
advances, and interest and fees receivable outstanding, net of participation
interest sold, as of March 31, 2021 were $1.2 billion, compared to $3.0 billion
as of March 31, 2020, representing a year-over-year decrease of 61%. The
decrease in merchant loans, advances, and interest and fees receivable
outstanding was due primarily to a reduction in originations due to
modifications in our acceptable risk parameters as well as a shift towards
merchants borrowing through the U.S. Government's Paycheck Protection Program
("PPP") administered by the U.S. Small Business Administration ("SBA") and
enacted in March 2020 under the Coronavirus Aid, Relief, and Economic Security
Act ("CARES Act") in response to the COVID-19 pandemic. We do not own the
receivables associated with loans originated through the PPP. We receive a fee
for providing origination services and loan servicing for the loans and retain
operational risk related to those activities. Approximately 79% and 11% of our
merchant receivables outstanding as of March 31, 2021 were due from merchants in
the U.S. and U.K., respectively, as compared to 84% and 10% as of March 31,
2020.

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The following table provides information regarding the credit quality of our merchant loans, advances, and interest and fees receivable balance:

March 31,


                                                                       2021(1)                   2020

Percent of merchant receivables within original expected or contractual repayment period

                                                 82.1  %                89.6  %

Percent of merchant receivables > 90 days outstanding after the end of original expected or contractual repayment period


  8.8  %                 4.2  %
Net charge off rate(2)                                                       19.4  %                 9.7  %


(1) Includes the impact of merchants participating in the troubled debt
restructuring programs as described in "Note 11-Loans and Interest Receivable"
in the notes to the condensed consolidated financial statements in Part I, Item
1 of this Form 10-Q.
(2) Net charge off rate is the annual ratio of net credit losses, excluding
fraud losses, on merchant loans and advances as a percentage of the average
daily amount of merchant loans, advances, and interest and fees balance during
the period.

The decline in the percent of merchant receivables within the original expected
or contractual repayment period, increase in percent of merchant receivables
greater than 90 days outstanding, and increase in the net charge off rate for
merchant receivables at March 31, 2021 as compared to March 31, 2020 was
primarily due to an increase in payment delinquency driven by financial
difficulties experienced by our merchants associated with the economic impact of
the COVID-19 pandemic and a significant decline in our outstanding merchant
receivables balance due to repayments and reduced originations, which increases
net charge off and delinquency rates presented as a percentage of our
outstanding loan balance. Beginning in the third quarter of 2020, we have
granted certain merchants loan modifications intended to provide them with
financial relief and help enable us to mitigate losses. The associated loans and
interest receivables have been treated as troubled debt restructurings due to
significant changes in their structure, including repayment terms and fee and
rate structure.

Modifications to the acceptable risk parameters of our credit products in 2020
in response to the impacts of the COVID-19 pandemic resulted in the
implementation of a number of risk mitigation strategies, including reduction of
maximum loan size, tightening eligibility terms, and a shift from automated to
manual underwriting of loans and advances. These changes in acceptable risk
parameters have resulted in a decrease in merchant receivables as of March 31,
2021. While the impact of the COVID-19 pandemic on the economic environment
remains uncertain, the longer and more severe the pandemic, the more likely it
is to have a material adverse impact on our borrowing base, which is primarily
comprised of small and medium-sized merchants.

For additional information, see "Note 11-Loans and Interest Receivable" in the
notes to the condensed consolidated financial statements in Part I, Item 1 of
this Form 10-Q.

Customer support and operations

Customer support and operations expenses for the three months ended March 31, 2021 and 2020 were as follows (in millions):


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Customer support and operations expenses increased by $119 million, or 30%, in
the three months ended March 31, 2021 compared to the same period of the prior
year due primarily to increases in employee-related expenses, customer
onboarding and compliance costs, and contractors and consulting costs that
support the growth of our active accounts and payment transactions.

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Sales and marketing

Sales and marketing expenses for the three months ended March 31, 2021 and 2020 were as follows (in millions):


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Sales and marketing expenses increased by $231 million, or 62%, in the three
months ended March 31, 2021 compared to the same period of the prior year due
primarily to higher spending on marketing programs including the promotion of
new product experiences, and to a lesser extent, employee-related expenses.

Technology and development

Technology and development expenses for the three months ended March 31, 2021 and 2020 were as follows (in millions):


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Technology and development expenses increased by $136 million, or 22%, in the
three months ended March 31, 2021 compared to the same period of the prior year
due primarily to increases in employee-related expenses, costs related to
contractors and consultants, and cloud computing services utilized in delivering
our products.

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General and administrative

General and administrative expenses for the three months ended March 31, 2021 and 2020 were as follows (in millions):


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General and administrative expenses increased by $38 million, or 8%, in the three months ended March 31, 2021 compared to the same period of the prior year due primarily to increases in employee-related expenses, charitable contributions, and expenses associated with information technology infrastructure, partially offset by a decline in professional services expenses.

Restructuring and other charges

Restructuring and other charges for the three months ended March 31, 2021 and 2020 were as follows (in millions):


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Restructuring and other charges increased by $29 million in the three months ended March 31, 2021 compared to the same period of the prior year.



During the first quarter of 2020, management approved a strategic reduction of
the existing global workforce as part of a multiphase process to reorganize our
workforce concurrently with the redesign of our operating structure, which
spanned multiple quarters. It resulted in restructuring charges of $32 million
and $29 million during the three months ended March 31, 2021 and 2020,
respectively. We primarily incurred employee severance and benefits costs, as
well as other associated consulting costs under the 2020 strategic reduction,
substantially all of which have been accrued as of March 31, 2021. For
information on the associated restructuring liability, see "Note
17-Restructuring and Other Charges" in the notes to the condensed consolidated
financial statements in Part I, Item 1 of this Form 10-Q.

Additionally, in the first quarter of 2021, we incurred impairment charges of $26 million due to the write-off of certain ROU lease assets and related leasehold improvements in conjunction with exiting certain leased properties.

Other income (expense), net



Other income (expense), net decreased $35 million, or 26%, in the three months
ended March 31, 2021 compared to the same period of the prior year due primarily
to incremental interest expense associated with our fixed rate notes issued in
the second quarter of 2020 and a decline in interest income on corporate cash
and investments driven by lower interest rates.

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Income tax (benefit) expense



Our effective income tax rate was approximately (26)% and 68% for the three
months ended March 31, 2021 and 2020, respectively. The decrease in our
effective income tax rate for the three months ended March 31, 2021, compared to
the same period of the prior year was due primarily to tax expense related to
the intra-group transfer of intellectual property in the three months ended
March 31, 2020 with no comparable activity in the current period, and an
increase in tax benefits associated with discrete tax adjustments including
stock-based compensation deductions.

LIQUIDITY AND CAPITAL RESOURCES



We require liquidity and access to capital to fund our global operations,
including customer protection programs, our credit products, capital
expenditures, investments in our business, potential acquisitions and strategic
investments, working capital, and other cash needs. The following table
summarizes our cash, cash equivalents, and investments as of March 31, 2021 and
December 31, 2020:
                                                  March 31, 2021       December 31, 2020
                                                               (In millions)

Cash, cash equivalents, and investments(1)(2) $ 16,175 $

15,852




(1) Excludes assets related to funds receivable and customer accounts of $35.6
billion and $33.4 billion at March 31, 2021 and December 31, 2020, respectively.
(2) Excludes total restricted cash of $26 million and $88 million at March 31,
2021 and December 31, 2020, respectively, and strategic investments of
$2.9 billion and $3.2 billion as of March 31, 2021 and December 31, 2020,
respectively.

Foreign cash, cash equivalents, and investments



Cash, cash equivalents, and investments held by our foreign subsidiaries were
$8.9 billion as of March 31, 2021 and $7.0 billion at December 31, 2020, or 55%
and 44% of our total cash, cash equivalents, and investments as of those
respective dates. At December 31, 2020, all of our cash, cash equivalents, and
investments held by foreign subsidiaries were subject to U.S. taxation under
Subpart F, Global Intangible Low Taxed Income ("GILTI"), or the one-time
transition tax under the Tax Cuts and Jobs Act of 2017. Subsequent repatriations
to the U.S. will not be taxable from a U.S. federal tax perspective but may be
subject to state or foreign withholding tax. A significant aspect of our global
cash management activities involves meeting our customers' requirements to
access their cash while simultaneously meeting our regulatory financial ratio
commitments in various jurisdictions. Our global cash balances are required not
only to provide operational liquidity to our businesses, but also to support our
global regulatory requirements across our regulated subsidiaries. As such, not
all of our cash is available for general corporate purposes.

Available credit and debt



We maintain uncommitted credit facilities in various regions throughout the
world with a borrowing capacity of approximately $80 million in the aggregate,
where we can withdraw and utilize the funds at our discretion for general
corporate purposes. As of March 31, 2021, the majority of the borrowing capacity
under these credit facilities was available, subject to customary conditions to
borrowing.

Other than as described above, there are no significant changes to the available
credit and debt disclosed in our 2020 Form 10-K. For additional information, see
"Note 12-Debt" in the notes to the condensed consolidated financial statements
in Part I, Item 1 of this Form 10-Q.

We have a cash pooling arrangement with a financial institution for cash
management purposes. The arrangement allows for cash withdrawals from the
financial institution based upon our aggregate operating cash balances held
within the financial institution ("Aggregate Cash Deposits"). The arrangement
also allows us to withdraw amounts exceeding the Aggregate Cash Deposits up to
an agreed-upon limit. The net balance of the withdrawals and the Aggregate Cash
Deposits are used by the financial institution as a basis for calculating our
net interest expense or income under the arrangement. As of March 31, 2021, we
had a total of $4.5 billion in cash withdrawals offsetting our $4.5 billion in
Aggregate Cash Deposits held within the financial institution under the cash
pooling arrangement.

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Liquidity for loans receivable



Growth in our portfolio of loan receivables increases our liquidity needs and
any inability to meet those liquidity needs could adversely affect our business.
We continue to evaluate partnerships and third party sources of funding for our
loans receivable portfolio. In June 2018, the Luxembourg Commission de
Surveillance du Secteur Financier (the "CSSF") agreed that PayPal's management
may designate up to 35% of European customer balances held in our Luxembourg
banking subsidiary to be used for European and U.S. credit activities. During
the three months ended March 31, 2021, an additional $700 million was approved
to fund such credit activities. As of March 31, 2021, the cumulative amount
approved by management to be designated for credit activities aggregated to $2.7
billion and represented approximately 27% of European customer balances that
have been made available for our corporate use at that date as determined by
applying financial regulations maintained by the CSSF. We may periodically seek
to designate additional amounts of customer balances, if necessary, based on
utilization of the approved funds and anticipated credit funding requirements.
While our objective is to expand the availability of our credit products with
capital from external sources, there can be no assurance that we will be
successful in achieving that goal. Under certain exceptional circumstances,
corporate liquidity could be called upon to meet our obligations related to our
European customer balances.

Credit ratings

As of March 31, 2021, we continue to be rated investment grade by Standard and
Poor's Financial Services, LLC, Fitch Ratings, Inc., and Moody's Investors
Services, Inc. We expect that these credit rating agencies will continue to
monitor our performance, including our capital structure and results of
operations. Our goal is to be rated investment grade, but as circumstances
change, there are factors that could result in our credit ratings being
downgraded or put on a watch list for possible downgrading. If that were to
occur, it could increase our borrowing rates, including the interest rate on
borrowings under our credit agreement.

Risk of loss



The risk of losses from our buyer and seller protection programs are specific to
individual customers, merchants, and transactions, and may also be impacted by
regional variations in, and changes or modifications to, the programs, including
as a result of changes in regulatory requirements. For the periods presented in
these condensed consolidated financial statements included in this report, our
transaction loss rates ranged between 0.10% and 0.13% of TPV. Historical loss
rates may not be indicative of future results. The duration and severity of the
impacts of the COVID-19 pandemic remain unknown. Its negative impact on
macroeconomic conditions could increase the risk of merchant bankruptcy,
insolvency, business failure, or other business interruption, which may result
in an adverse impact on our transaction losses, particularly for merchants that
sell goods or services in advance of the date of their delivery or use.

Stock repurchases and acquisitions



During the three months ended March 31, 2021, we repurchased approximately $1.3
billion of our common stock in the open market under our stock repurchase
program authorized in July 2018. As of March 31, 2021, a total of approximately
$7.1 billion remained available for future repurchases of our common stock under
our July 2018 stock repurchase program.

Other considerations



In 2020, we announced our commitment to invest $535 million to support racial
equality. As of March 31, 2021, we have deployed over $300 million of the
committed funds through charitable contributions, grants to small businesses,
internal investments to support and strengthen diversity and inclusion
initiatives, and an economic opportunity fund focused on bolstering our
relationships with community banks and credit unions serving underrepresented
minority communities, as well as investing directly into black- and minority-led
startups and minority-focused investment funds, among other initiatives.

Our liquidity, access to capital, and borrowing costs could be adversely
impacted by declines in our credit rating, our financial performance, and global
credit market conditions, as well as a broad range of other factors including
those related to the COVID-19 pandemic discussed in this Form 10-Q. In addition,
our liquidity, access to capital, and borrowing costs could also be negatively
impacted by the outcome of any of the legal or regulatory proceedings to which
we are a party. See Part I, Item 1A, Risk Factors in our 2020 Form 10-K, as
supplemented and, to the extent inconsistent, superseded below in Part II, Item
1A, Risk Factors in this Form 10-Q, as well as "Note 13-Commitments and
Contingencies" in the notes to the condensed consolidated financial statements
in Part I, Item 1 of this Form 10-Q for additional discussion of these and other
risks that our business faces.

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We believe that our existing cash, cash equivalents, and investments, cash
expected to be generated from operations, and our expected access to capital
markets, together with potential external funding through third party sources,
will be sufficient to fund our operating activities, anticipated capital
expenditures, and our credit products for the foreseeable future. Depending on
market conditions, we may from time to time issue debt, including in private or
public offerings, to fund our operating activities, finance acquisitions, make
strategic investments, repurchase shares under our stock repurchase program, or
reduce our cost of capital.

CASH FLOWS

The following table summarizes our condensed consolidated statements of cash
flows:
                                                                      Three Months Ended March 31,
                                                                        2021                  2020
                                                                             (In millions)
Net cash provided by (used in):
Operating activities(1)                                           $        1,758          $   1,421
Investing activities(1)                                                   (1,583)            (2,554)
Financing activities(1)                                                      827              2,310

Effect of exchange rates on cash, cash equivalents, and restricted cash

                                                              (42)              (178)

Net increase in cash, cash equivalents, and restricted cash $

960 $ 999

(1) Prior period amounts have been revised to conform to the current period presentation. For additional information, see "Note 1-Overview and Summary of Significant Accounting Policies" in the notes to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.

Operating activities



We generated cash from operating activities of $1.8 billion in the three months
ended March 31, 2021 due primarily to operating income of $1.0 billion, as well
as adjustments for non-cash expenses including: stock-based compensation of $368
million, depreciation and amortization of $300 million, and provision for
transaction and credit losses of $273 million. Net income was also adjusted for
net losses on our strategic investments of $120 million, changes in accounts
receivable of $97 million, and changes in other assets and liabilities of $287
million, primarily related to actual cash transaction losses incurred during the
period.

We generated cash from operating activities of $1.4 billion in the three months
ended March 31, 2020 due primarily to operating income of $398 million, as well
as adjustments for non-cash expenses including: provision for transaction and
credit losses of $591 million, depreciation and amortization of $293 million,
and stock-based compensation of $283 million. Net income was also adjusted for
net losses on our strategic investments of $124 million.

In the three months ended March 31, 2021 and 2020, cash paid for income taxes, net was $87 million and $30 million, respectively.

Investing activities



The net cash used in investing activities of $1.6 billion in the three months
ended March 31, 2021 was due primarily to purchases of investments of $11.0
billion, purchases of property and equipment of $221 million, and changes in
funds receivable from customers of $180 million. These cash outflows were
partially offset by maturities and sales of investments of $9.7 billion and
changes in principal loans receivable, net of $75 million.

The net cash used in investing activities of $2.6 billion in the three months
ended March 31, 2020 was due primarily to acquisitions (net of cash acquired) of
$3.6 billion, purchases of investments of $3.6 billion, changes in funds
receivable from customers of $387 million, changes in principal loans
receivable, net of $386 million, and purchases of property and equipment of $206
million. These cash outflows were partially offset by maturities and sales of
investments of $5.5 billion and proceeds from the sale of property and equipment
of $119 million.

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Financing activities



We generated cash from financing activities of $827 million in the three months
ended March 31, 2021 due primarily to changes in funds payable and amounts due
to customers of $3.0 billion, partially offset by the repurchase of $1.3
billion of our common stock under our stock repurchase program, and tax
withholdings related to net share settlement of equity awards of $863 million.

We generated cash from financing activities of $2.3 billion in the three months
ended March 31, 2020 due primarily to proceeds from borrowings under our credit
agreement of $3.0 billion and changes in funds payable and amounts due to
customers of $526 million. These cash inflows were partially offset by the
repurchase of $800 million of our common stock under our stock repurchase
programs, and tax withholdings related to net share settlement of equity awards
of $402 million.

Effect of exchange rates on cash, cash equivalents, and restricted cash



Foreign currency exchange rates had a negative impact of $42 million on cash,
cash equivalents, and restricted cash for the three months ended March 31, 2021
due primarily to fluctuations in the exchange rate of the U.S. dollar to the
Euro, Australian dollar, and Swedish krona. Foreign currency exchange rates had
a negative impact of $178 million on cash, cash equivalents, and restricted cash
for the three months ended March 31, 2020, due to the strengthening of the U.S.
dollar against certain foreign currencies, primarily the Australian dollar, and
to a lesser extent, the Brazilian real.

OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2021, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.



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