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, 2021
(the "2021 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. 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 that enables digital payments and
simplifies commerce experiences on behalf of merchants and consumers worldwide.
PayPal is committed to democratizing financial services to help improve the
financial health of individuals and to increase economic opportunity for
entrepreneurs and businesses of all sizes around the world. Our goal is to
enable our merchants and consumers to manage and move their money anywhere in
the world in the markets we serve, anytime, on any platform, and using any
device when sending payments or getting paid, including person-to-person
payments.

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 payments, are continuing to evolve through legislative and regulatory
action and judicial interpretation. New or changing laws and regulations,
including 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 2021 Form 10-K, as supplemented and, to
the extent inconsistent, superseded below (if applicable) in Part II, Item 1A,
Risk Factors of this Form 10-Q.

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RUSSIA AND UKRAINE CONFLICT

With respect to the military hostilities commenced by Russia in Ukraine in
February 2022, our priority is the safety and well-being of our PayPal employee
community impacted by these events. We continue to take actions to comply with
all applicable restrictions and sanctions that may impact our operations. In
March 2022, we suspended our transactional services in Russia. We are unable to
reasonably estimate the total potential financial impact that may ultimately
result from this situation. In the three months ended March 31, 2022 and the
year ended December 31, 2021, our total net revenues related to Russia and
Ukraine were not material. For additional information regarding the risks
related to the Russia and Ukraine conflict and its potential negative impacts on
our business, see Part II, Item 1A, Risk Factors of this Form 10-Q.

COVID-19



The coronavirus ("COVID-19") pandemic has 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 and increased variants has caused, and may continue to cause 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. During the first
quarter of 2022, we reopened many of our physical offices in locations where
permitted by the government authorities. Employees in these locations have been
allowed to return to the office on a voluntary basis. We will continue to
actively monitor the situation and may take further actions that 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 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. While our business has
experienced some benefits from these behavioral shifts, as pandemic-related
restrictions have decreased and consumers have begun reverting to pre-COVID-19
behaviors, the growth in our results of operations has been, and may continue to
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 and
related global economic unpredictability 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 2021 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 the 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 2021 Form 10-K, as supplemented and, to the extent
inconsistent, superseded below (if applicable) in Part II, Item 1A, Risk Factors
of this Form 10-Q.

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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. The tables
below provide the percentage of our total net revenues and gross loans and
interest receivable from the U.K. and EU (excluding the U.K.) for the periods
presented:
                                                                     Three Months Ended March 31,
                                                                      2022                  2021
Net revenues generated from the U.K.                                        8  %                10  %
Net revenues generated from the EU (excluding the U.K.)                    18  %                21  %


                                                                       March 31,                 December 31,
                                                                         2022                        2021

Gross loans and interest receivable due from customers in the U.K.

                                                                            36  %                        40  %
Gross loans and interest receivable due from customers in the EU
(excluding the U.K.)                                                            26  %                        21  %



The change in the percentage of gross loans and interest receivable due from
customers in the U.K. and EU as of March 31, 2022 compared to December 31, 2021
was primarily attributable to expansion of our installment credit products in
the EU, particularly in Germany where we have increased our product offerings.

MACROECONOMIC ENVIRONMENT



The impacts of the macroeconomic environment, including uncertainty around the
duration and severity of the COVID-19 pandemic, the Russia and Ukraine conflict,
supply chain shortages, higher inflation rates, and other related global
economic conditions, remain unknown. A deterioration in macroeconomic conditions
could increase the risk of lower consumer spending, merchant bankruptcy,
insolvency, business failure, higher credit losses, foreign currency
fluctuations, or other business interruption, which may adversely impact our
business. If these conditions continue or worsen, they could adversely impact
our future operating results.

OVERVIEW OF RESULTS OF OPERATIONS

The following table provides a summary of our condensed consolidated financial results for the three months ended March 31, 2022 and 2021:



                                                           Three Months Ended March 31,                    Percent
                                                             2022                  2021              Increase/(Decrease)
                                                               (In millions, except percentages and per share data)
Net revenues                                           $       6,483           $   6,033                                7  %
Operating expenses                                             5,772               4,991                               16  %
Operating income                                       $         711           $   1,042                              (32) %
Operating margin                                                  11   %              17  %                               **
Other income (expense), net                            $         (82)          $    (170)                             (52) %
Income tax expense (benefit)                                     120                (225)                             153  %
Effective tax rate                                                19   %             (26) %                               **
Net income                                             $         509           $   1,097                              (54) %
Net income per diluted share                           $        0.43           $    0.92                              (53) %
Net cash provided by operating activities              $       1,242           $   1,758                              (29) %


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.
** Not Meaningful

THREE MONTHS ENDED MARCH 31, 2022 AND 2021



Net revenues increased $450 million, or 7%, in the three months ended March 31,
2022 compared to the same period of the prior year driven primarily by growth in
total payment volume ("TPV", as defined below under "Key Metrics") of 13%.

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Total operating expenses increased $781 million, or 16%, in the three months
ended March 31, 2022 compared to the same period of the prior year due primarily
to an increase in transaction expense, and to a lesser extent, increases in
transaction and credit losses, general and administrative expenses, and
technology and development expenses, partially offset by a decline in
restructuring and other charges.

Operating income decreased by $331 million, or 32%, in the three months ended
March 31, 2022 compared to the same period of the prior year due to growth of
operating expenses outpacing growth in net revenues. Our operating margin was
11% and 17% in the three months ended March 31, 2022 and 2021, respectively.
Operating margin for the three months ended March 31, 2022 was negatively
impacted primarily by an increase in transaction expense due to unfavorable
changes in product, funding, and merchant mix, as described below under
"Operating Expenses".

Net income decreased by $588 million, or 54%, in the three months ended March
31, 2022 compared to the same period of the prior year due primarily to the
decrease in operating income of $331 million as discussed above, and an increase
in income tax expense of $345 million driven primarily by a decrease in discrete
tax benefits associated with stock-based compensation deductions. These factors
contributing to the decline in net income were partially offset by improvement
year-over-year in other income (expense), net of $88 million driven primarily by
net gains on strategic investments in the current period.

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 United
States ("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 43% and 49% of our net revenues from customers domiciled
outside of the U.S. in the three months ended March 31, 2022 and 2021,
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 2021 Form 10-K, as supplemented and, to the extent
inconsistent, superseded (if applicable) below in Part II, Item 1A, Risk Factors
of this Form 10-Q.

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, 2022, 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, 2022
                                                                               (In millions)
Unfavorable impact to net revenues (exclusive of hedging impact)            $            (123)
Hedging impact                                                                             47
Unfavorable impact to net revenues                                                        (76)
Favorable impact to operating expense                                                      57
Net unfavorable impact to operating income                                  $             (19)



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.



We also use foreign currency exchange contracts designated as net investment
hedges to reduce the foreign currency exchange risk related to our investment in
certain foreign subsidiaries. Gains and losses associated with these instruments
will remain in accumulated other comprehensive income until the underlying
foreign subsidiaries are sold or substantially liquidated.

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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
and when transactions occur. 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.

KEY METRICS AND FINANCIAL RESULTS

KEY METRICS



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 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
platform or services through such third party's login credentials, including
entities that utilize Hyperwallet's payout capabilities. A user may register on
our platform to access different products and may register more than one account
to access a product. Accordingly, a user may have more than one active account.
The number of active accounts provides management with additional perspective on
the growth and overall scale of our platform.

•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 average number of times a
customer account engages 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.

Our key metrics are calculated using internal company data based on the activity
we measure on our platform and may be compiled from multiple systems, including
systems that are organically developed or acquired through business
combinations. While the measurement of our key metrics is based on what we
believe to be reasonable methodologies and estimates, there are inherent
challenges and limitations in measuring our key metrics globally at our scale.
The methodologies used to calculate our key metrics require judgment.

We regularly review our processes for calculating these key metrics, and from
time to time we may make adjustments to improve their accuracy or relevance. For
example, we continuously apply models, processes, and practices designed to
detect and prevent fraudulent account creation on our platforms, and work to
improve and enhance those capabilities. When we detect a significant volume of
illegitimate activity, we generally remove the activity identified from our key
metrics. Although such adjustments may impact key metrics reported in prior
periods, we generally do not update previously reported key metrics to reflect
these subsequent adjustments unless the retrospective impact of process
improvements or enhancements is determined by management to be material.

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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 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 from merchants and
consumers 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, as contractual
compensation from accounts that violate our user agreement, 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 on our portfolio of loans receivable, and
interest earned on certain assets underlying customer balances.

Net revenue analysis

The components of our net revenues for the three months ended March 31, 2022 and 2021 were as follows (in millions):


                    [[Image Removed: pypl-20220331_g3.jpg]]

Transaction revenues



Transaction revenues grew by $377 million, or 7%, in the three months ended
March 31, 2022 compared to the same period of the prior year driven primarily by
growth in Braintree products and services and, to a lesser extent, Venmo
products and services in each case driven by strong growth in TPV and the number
of payment transactions on our payments platform. Additionally, during the three
months ended March 31, 2022 transaction revenues benefited from net gains from
our foreign currency exchange contracts as compared to net losses in the prior
period. These factors, which favorably impacted growth in transaction revenues
in the current period, were partially offset by a decline in TPV and revenue
generated from our core PayPal products and services, due primarily to a
decrease in revenue earned on eBay's marketplace platform. We expect the decline
in revenue earned on eBay's marketplace platform to continue to negatively
impact revenue growth trends, most significantly in the first half of 2022.

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The graphs below present the respective key metrics (in millions) for the three
months ended March 31, 2022 and 2021:
[[Image Removed: pypl-20220331_g4.jpg]][[Image Removed: pypl-20220331_g5.jpg]][[Image Removed: pypl-20220331_g6.jpg]]
*Reflects active accounts at the end of the applicable period. Active accounts
as of March 31, 2022 include 3.2 million active accounts contributed by Paidy,
Inc. ("Paidy") on the date of acquisition in October 2021.

The following table provides a summary of related metrics:


                                                                Three Months Ended March 31,                   Percent
                                                                  2022                2021               Increase/(Decrease)

Number of payment transactions per active account                   47.0                42.2                               11  %

Percent of cross-border TPV                                           14  %               17  %                               **


** Not meaningful

We had active accounts of 429 million and 392 million as of March 31, 2022 and
2021, respectively, an increase of 9%. Our number of payment transactions was
5.2 billion and 4.4 billion for the three months ended March 31, 2022 and 2021,
respectively, an increase of 18%. TPV was $323 billion and $285 billion for the
three months ended March 31, 2022 and 2021, respectively, an increase of 13%.

Transaction revenues grew more slowly than TPV and the number of payment
transactions in the three months ended March 31, 2022 compared to the same
period in the prior year due primarily to a decline in TPV attributable to
eBay's marketplace platform, where we had historically earned higher rates, a
decline in foreign exchange fees, and a higher portion of TPV generated through
Braintree by bill pay partners, large merchants, and other marketplaces, which
generally pay lower rates with higher transaction volumes, partially offset by a
favorable impact from hedging. Changes in prices charged to our customers did
not significantly impact transaction revenue growth for the three months ended
March 31, 2022.

Revenues from other value added services



Revenues from other value added services increased $73 million, or 18%, in the
three months ended March 31, 2022 compared to the same period in the prior year
primarily attributable to increases in our revenue share with Synchrony Bank
and, to a lesser extent, an increase in interest and fee revenue on our merchant
loans receivable portfolio.

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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)
                                                                 2022                 2021
                                                                             (In millions, except percentages)
Transaction expense                                        $       2,817           $  2,275                                24  %
Transaction and credit losses                                        369                273                                35  %
Customer support and operations                                      534                518                                 3  %
Sales and marketing                                                  594                602                                (1) %
Technology and development                                           815                741                                10  %
General and administrative                                           607                524                                16  %
Restructuring and other charges                                       36                 58                               (38) %
Total operating expenses                                   $       5,772           $  4,991                                16  %
Transaction expense rate(1)                                         0.87   %           0.80  %                                **
Transaction and credit loss rate(2)                                 0.11   %           0.10  %                                **


(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.

Transaction expense

Transaction expense for the three months ended March 31, 2022 and 2021 was as follows (in millions):


                    [[Image Removed: pypl-20220331_g7.jpg]]
Transaction expense increased by $542 million, or 24%, in the three months ended
March 31, 2022 compared to the same period of the prior year due primarily to
the increase in TPV of 13% and a higher proportion of TPV from Braintree
products, which generally have higher expense rates than other products and
services. The increase in transaction expense rate for the three months ended
March 31, 2022 compared to the same period of the prior year was also impacted
by an increase in transaction expense rates associated with both our Braintree
and core PayPal products driven by unfavorable changes in funding and merchant
mix. For the three months ended March 31, 2022 and 2021, approximately 36% and
40% of TPV, respectively, was generated outside of the U.S.

Our transaction expense rate is impacted by changes in product mix, merchant
mix, regional mix, funding mix, and fees paid to payment processors and other
financial institutions. 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 our
consumer credit products. 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. Macroeconomic
environment changes may also result in behavioral shifts in consumer spending
patterns affecting the type of funding source they use, which would also impact
the funding mix.

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Transaction and credit losses

The components of our transaction and credit losses for the three months ended March 31, 2022 and 2021 were as follows (in millions):


                    [[Image Removed: pypl-20220331_g8.jpg]]

Transaction and credit losses increased by $96 million, or 35%, in the three months ended March 31, 2022 compared to the same period of the prior year.



Transaction losses were $322 million in the three months ended March 31, 2022
compared to $281 million in the three months ended March 31, 2021, an increase
of $41 million, or 15%. Transaction loss rate (transaction losses divided by
TPV) was 0.10% for both the three months ended March 31, 2022 and 2021. The
increase in transaction losses in the three months ended March 31, 2022 was
primarily due to an increase in losses related to our Venmo product as compared
to the prior year resulting from a higher volume of losses from fraud schemes
and an increase in goods and services transactions, which are now eligible for
coverage by our protection programs.

Credit losses increased by $55 million in the three months ended March 31, 2022
compared to the same period of the prior year. The components of credit losses
for the three months ended March 31, 2022 and 2021 were as follows (in
millions):

                                       Three Months Ended March 31,
                                              2022                      2021
Net charge-offs(1)            $            52                          $ 76
Reserve build (release)(2)                 (5)                          (84)
Credit losses                 $            47                          $ (8)

(1) Net charge-offs includes the principal charge-offs partially offset by recoveries for consumer and merchant receivables. (2) Reserve build (release) represents change in allowance for principal receivables excluding foreign currency remeasurement.



The provision in the three months ended March 31, 2022 was attributable to
originations during the period, partially offset by improvements in the credit
quality of loans outstanding, and a reduction in the volatility of model inputs
representing current and projected macroeconomic conditions, including
unemployment rates, relative to the same period in the prior year. The benefit
in the 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 at that point in time and the
credit quality of loans outstanding, partially offset by an increase in the
provision due to new originations. During both of these periods, allowances for
our merchant and consumer portfolios included qualitative adjustments which took
into account uncertainty with respect to macroeconomic conditions, historical
loss rates when applicable, and uncertainty around the financial health of our
borrowers and effectiveness of loan modification programs made available to
merchants.

The consumer loans and interest receivable balance as of March 31, 2022 and 2021
was $4.1 billion and $2.2 billion, respectively, representing a year-over-year
increase of 83% driven by the expansion of our installment credit products,
including the entry into new international markets in the fourth quarter of
2021. Approximately 48% and 75% of our consumer loans receivable outstanding as
of March 31, 2022 and 2021, 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, 2022 compared to March 31, 2021 was due to overall growth in
the consumer loan receivables portfolio, particularly from installment credit
products in other markets including Germany, Japan, and the U.S.

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

March 31,


                                                                          2022                    2021
Percent of consumer loans and interest receivable current                     96.9  %                97.2  %
Percent of consumer loans and interest receivable > 90 days
outstanding(1)                                                                 1.4  %                 1.2  %
Net charge-off rate(2)                                                         3.9  %                 3.0  %


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

We offer access to merchant finance products for certain small and medium-sized
businesses, which we refer to as our merchant finance offerings. Total merchant
loans, advances, and interest and fees receivable outstanding, net of
participation interest sold, as of March 31, 2022 were $1.5 billion, compared to
$1.2 billion as of March 31, 2021, representing a year-over-year increase of
31%. The increase in merchant loans, advances, and interest and fees receivable
outstanding was due primarily to growth in our PPBL product in the U.S.
Approximately 83% and 7% of our merchant receivables outstanding as of March 31,
2022 were due from merchants in the U.S. and U.K., respectively, as compared to
79% and 11%, respectively, as of March 31, 2021.

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

March 31,


                                                                          2022                    2021
Percent of merchant loans and interest receivable current                     92.6  %                82.1  %
Percent of merchant loans and interest receivable > 90 days
outstanding(1)                                                                 2.9  %                 8.8  %
Net charge-off rate(2)                                                         3.2  %                19.4  %

(1) Represents percentage of balances which are 90 days past the original expected or contractual repayment period, as applicable.

(2) Net charge-off rate is the annual ratio of net credit losses, excluding fraud losses, on merchant loans and advances as a percentage of the average daily amount of merchant loans, advances, and interest and fees receivable balance during the period.



The increase in the percent of current merchant receivables, decrease in percent
of merchant receivables greater than 90 days outstanding, and decrease in the
net charge-off rate for merchant receivables at March 31, 2022 as compared to
March 31, 2021 were primarily due to the charge-off of accounts that experienced
financial difficulties as a result of the COVID-19 pandemic in the prior year as
well as improved credit quality of our merchant loan portfolio due to
modifications to the acceptable risk parameters, including stricter eligibility
requirements, as discussed below.

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 a reduction
in maximum loan size, stricter eligibility terms, and a shift from automated to
manual underwriting of loans and advances, all of which resulted in a decrease
in originations as compared to pre-pandemic levels. We continue to evaluate and
modify our acceptable risk parameters in response to the changing macroeconomic
environment, and changes to our acceptable risk parameters in 2021 resulted in a
gradual increase in originations, and thus a higher merchant receivable balance
as of March 31, 2022 as compared to 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 may 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.

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Customer support and operations

Customer support and operations expenses for the three months ended March 31, 2022 and 2021 were as follows (in millions):


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Customer support and operations expenses increased by $16 million, or 3%, in the
three months ended March 31, 2022 compared to the same period of the prior year
due primarily to increases in third-party credit processing fees and customer
onboarding and compliance costs, partially offset by a decline in contractors
and consulting costs.

Sales and marketing

Sales and marketing expenses for the three months ended March 31, 2022 and 2021 were as follows (in millions):


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Sales and marketing expenses decreased by $8 million, or 1%, in the three months
ended March 31, 2022 compared to the same period of the prior year due primarily
to lower spending on marketing campaigns and contractor and consulting costs,
partially offset by an increase in expense related to targeted user incentives
and an increase in amortization of acquired intangible assets.

Technology and development

Technology and development expenses for the three months ended March 31, 2022 and 2021 were as follows (in millions):


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Technology and development expenses increased by $74 million, or 10%, in the
three months ended March 31, 2022 compared to the same period of the prior year
due primarily to increases in cloud computing services utilized in delivering
our products and services, costs related to contractors and consultants, and, to
a lesser extent, amortization expense associated with internally developed
software.

General and administrative

General and administrative expenses for the three months ended March 31, 2022 and 2021 were as follows (in millions):


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General and administrative expenses increased by $83 million, or 16%, in the
three months ended March 31, 2022 compared to the same period of the prior year
which was primarily attributable to increases in employee-related expenses
driven mainly by growth in stock-based compensation.

Restructuring and other charges

Restructuring and other charges for the three months ended March 31, 2022 and 2021 were as follows (in millions):


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Restructuring and other charges decreased by $22 million in the three months ended March 31, 2022 compared to the same period of the prior year.



During the first quarter of 2022, management initiated a strategic reduction of
the existing global workforce intended to streamline and optimize our global
operations to enhance operating efficiency. As part of this effort, we are
focusing on the reduction of redundant operations and simplifying our
organizational structure. The associated restructuring charges during the three
months ended March 31, 2022 were $20 million. We primarily incurred employee
severance and benefits costs, as well as other associated consulting costs.
Additionally, we are continuing to review our facility needs due to our new work
models. This strategic action and cash payments associated with this plan are
expected to be substantially completed by the fourth quarter of 2022. Management
estimates that an additional $100 million in restructuring charges will be
incurred over the remainder of 2022. The estimated reduction in annualized
employee-related costs associated with the impacted workforce is approximately
$260 million, including approximately $90 million in stock-based compensation. A
portion of the reduction in annual costs associated with the impacted workforce
is expected to be reinvested in the business to drive additional growth.

During the first quarter of 2020, management approved a strategic reduction of
the existing global workforce as 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
during the three months ended March 31, 2021. We primarily incurred employee
severance and benefits costs, as well as other associated consulting costs under
the 2020 strategic reduction, which was substantially completed in 2021.
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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 three months ended March 31, 2022 and 2021, we incurred
asset impairment charges of $16 million and $26 million, respectively, due to
exiting certain leased properties which resulted in a reduction of certain right
of use lease assets and related leasehold improvements.

Other income (expense), net



Other income (expense), net of ($82) million during the three months ended
March 31, 2022 decreased $88 million, or 52%, as compared to ($170) million in
the same period of the prior year due primarily to net gains on strategic
investments in the current period compared to net losses in the prior period
partially offset by an increase in foreign currency exchange losses, resulting
primarily from actions taken in connection with our decision to suspend
transactional services in Russia.

Income tax expense (benefit)



Our effective income tax rate was 19% and (26)% for the three months ended March
31, 2022 and 2021, respectively. The increase in our effective income tax rate
for the three months ended March 31, 2022 compared to the same period of the
prior year was primarily due to a decrease in discrete tax benefits associated
with stock-based compensation deductions and, to a lesser extent, a new
requirement to capitalize and amortize previously deductible research and
experimental expenses.

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. 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 meet our
cash requirements within the next twelve months and beyond.

SOURCES OF LIQUIDITY

Cash, cash equivalents, investments, and restricted cash

The following table summarizes our cash, cash equivalents, and investments as of March 31, 2022 and December 31, 2021:


                                                                   March 31, 2022           December 31, 2021
                                                                                 (In millions)
Cash, cash equivalents, and investments(1),(2)                   $        11,894          $           12,981


(1) Excludes assets related to funds receivable and customer accounts of $37.0
billion and $36.1 billion at March 31, 2022 and December 31, 2021, respectively.
(2) Excludes total restricted cash of $27 million and $109 million at March 31,
2022 and December 31, 2021, respectively, and strategic investments of
$3.2 billion as of both March 31, 2022 and December 31, 2021, respectively.

Cash, cash equivalents, and investments held by our foreign subsidiaries were
$8.1 billion at March 31, 2022 and $7.4 billion at December 31, 2021, or 68% and
57% of our total cash, cash equivalents, and investments as of those respective
dates. At December 31, 2021, 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 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 income
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. Accordingly, not all of our cash is available for
general corporate purposes.
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Cash flows

The following table summarizes our condensed consolidated statements of cash
flows:
                                                                      Three Months Ended March 31,
                                                                        2022                  2021
                                                                             (In millions)
Net cash provided by (used in):
Operating activities                                              $        1,242          $   1,758
Investing activities                                                        (751)            (1,583)
Financing activities                                                        (695)               827

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

                                                               18                (42)
Net (decrease) increase in cash, cash equivalents, and restricted
cash                                                              $         (186)         $     960



Operating activities

We generated cash from operating activities of $1.2 billion in the three months
ended March 31, 2022 due primarily to operating income of $711 million, as well
as adjustments for non-cash expenses including stock-based compensation of
$429 million, provision for transaction and credit losses of $369 million, and
depreciation and amortization of $328 million. Net income was also adjusted for
changes in other assets and liabilities of $375 million, primarily related to
actual cash transaction losses incurred during the period.

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 during the period.

In the three months ended March 31, 2022 and 2021, cash paid for income taxes, net was $47 million and $87 million, respectively.

Investing activities



The net cash used in investing activities of $751 million in the three months
ended March 31, 2022 was due primarily to purchases of investments of $8.6
billion, purchases and originations of loans receivable of $5.5 billion, changes
in funds receivable from customers of $239 million, and purchases of property
and equipment of $191 million. These cash outflows were partially offset by
maturities and sales of investments of $8.8 billion and principal repayment of
loans receivable of $5.1 billion.

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 and originations of loans receivable of $2.1 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 principal
repayment of loans receivable of $2.2 billion.

Financing activities



The net cash used in financing activities of $695 million in the three months
ended March 31, 2022 was due primarily to the repurchase of $1.5 billion of our
common stock under our stock repurchase program, tax withholdings related to net
share settlement of equity awards of $244 million, and repayment of borrowings
under the Prior Credit Agreement (as defined below under "Available credit and
debt") of $104 million, partially offset by changes in funds payable and amounts
due to customers of $863 million and borrowings under our Paidy credit
agreements of $286 million.

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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.

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



Foreign currency exchange rates for the three months ended March 31, 2022 and
2021 had a positive impact of $18 million and a negative impact of $42 million,
respectively, on cash, cash equivalents, and restricted cash. The positive
impact on cash, cash equivalents, and restricted cash in the three months ended
March 31, 2022 was due primarily to the favorable impact of fluctuations in the
exchange rate of the U.S. dollar to the Australian dollar, partially offset by
the unfavorable impact of fluctuations in the exchange rate of the U.S. dollar
to the Russian ruble and Japanese yen. The negative impact on cash, cash
equivalents, and restricted cash in the three months ended March 31, 2021 was
due primarily to fluctuations in the exchange rate of the U.S. dollar to the
Euro, Australian dollar, and Swedish krona.

Available credit and debt



In February 2022, we entered into a credit agreement (the "Paidy Credit
Agreement") with Paidy as co-borrower, which provides for an unsecured revolving
credit facility of ¥60.0 billion (approximately $493 million as of March 31,
2022). In March 2022, ¥32.8 billion (approximately $269 million) was drawn down
under the Paidy Credit Agreement. Accordingly, at March 31, 2022, ¥27.2 billion
(approximately $224 million) of borrowing capacity was available for the
purposes permitted by the Paidy Credit Agreement, subject to customary
conditions to borrowing.

In October 2021, we assumed a credit agreement through our acquisition of Paidy
(the "Prior Credit Agreement"). The Prior Credit Agreement provided for a
secured revolving credit facility of approximately ¥22.8 billion (approximately
$198 million at acquisition). In the first quarter of 2022, we terminated the
Prior Credit Agreement and repaid outstanding borrowings.

Other than as described above, there are no significant changes to the available
credit and debt disclosed in our 2021 Form 10­K. 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.

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.



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, 2022, 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.

Credit ratings

As of March 31, 2022, 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 agreements.

CURRENT AND FUTURE CASH REQUIREMENTS



Our 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 capital
expenditures and other future obligations.
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Credit products

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. As of
March 31, 2022, 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 for our credit activities, as we deem 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.

Customer protection programs

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 rate was 0.10% of TPV. Historical loss rates may not be
indicative of future results.

Stock repurchases



During the three months ended March 31, 2022, we repurchased approximately $1.5
billion of our common stock in the open market under our stock repurchase
program authorized in July 2018. As of March 31, 2022, a total of approximately
$3.6 billion remained available for future repurchases of our common stock under
our July 2018 stock repurchase program.

Other considerations



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 of our 2021 Form 10-K, as
supplemented and, to the extent inconsistent, superseded below in Part II, Item
1A, Risk Factors of 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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