PROSPECTUS SUPPLEMENT
(To Prospectus dated September 16, 2019)
$5,000,000,000
PAYPAL HOLDINGS, INC.
$1,000,000,000 2.200% Notes due 2022
$1,250,000,000 2.400% Notes due 2024
$1,250,000,000 2.650% Notes due 2026
$1,500,000,000 2.850% Notes due 2029
We are offering $1,000,000,000 of
our 2.200% notes due 2022 (the 2022 notes), $1,250,000,000 of our 2.400% notes due 2024 (the 2024 notes), $1,250,000,000 of our 2.650% notes due 2026 (the 2026 notes) and $1,500,000,000 of our 2.850% notes due
2029 (the 2029 notes and, together with the 2022 notes, the 2024 notes and the 2026 notes, the notes).
We will pay interest on the
2022 notes semi-annually in arrears on March 26 and September 26 of each year, beginning on March 26, 2020, and semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2020, for the 2024
notes, the 2026 notes and the 2029 notes. The 2022 notes will mature on September 26, 2022, the 2024 notes will mature on October 1, 2024, the 2026 notes will mature on October 1, 2026 and the 2029 notes will mature on October 1,
2029.
We may redeem the notes in whole or in part at any time or from time to time at the redemption prices described under Description of
NotesOptional Redemption. Upon a Change of Control Repurchase Event, we may be required to make an offer to repurchase all outstanding notes as described under Description of NotesChange of Control Repurchase Event.
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior unsecured obligations from time
to time outstanding. The notes will be issued only in registered book-entry form and in denominations of $2,000 and integral multiples of $1,000 thereafter. The notes will not be listed on any securities exchange. Currently, there is no public
market for any series of the notes.
Investing in the notes involves certain risks. See Risk Factors
beginning on page S-6 of this prospectus supplement and in the documents incorporated by reference herein for a discussion of certain risks that you should consider in connection with an investment in the
notes.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities
or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
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Public Offering Price(1)
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Underwriting Discount
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Proceeds, Before Expenses, to Us
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Per Note
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Total
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Per Note
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Total
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Per Note
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Total
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2.200% Notes due 2022
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99.873
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%
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$
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998,730,000
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0.25
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%
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$
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2,500,000
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99.623
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%
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$
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996,230,000
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2.400% Notes due 2024
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99.939
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%
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$
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1,249,237,500
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0.35
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%
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$
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4,375,000
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99.589
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%
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$
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1,244,862,500
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2.650% Notes due 2026
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99.752
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%
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$
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1,246,900,000
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0.40
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%
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$
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5,000,000
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99.352
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%
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$
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1,241,900,000
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2.850% Notes due 2029
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99.663
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%
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$
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1,494,945,000
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0.45
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%
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$
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6,750,000
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99.213
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%
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$
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1,488,195,000
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Total
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$
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4,989,812,500
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$
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18,625,000
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$
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4,971,187,500
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(1)
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Plus accrued interest, if any, from September 26, 2019.
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The notes will be ready for delivery in book-entry form, only through the facilities of The Depository Trust Company for the accounts of its participants, which
may include Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York, on or about September 26, 2019, which will be the fifth business day
following the date of this prospectus supplement (such settlement being referred to as T+5). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to
settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers of the notes who wish to trade the notes prior to the second business day preceding the settlement date will be required, by virtue
of the fact that the notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.
Joint Book-Running Managers
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Goldman Sachs & Co. LLC
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J.P. Morgan
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Morgan Stanley
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BNP PARIBAS
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BofA Merrill Lynch
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HSBC
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MUFG
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Co-Managers
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Citigroup
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Deutsche Bank Securities
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Wells Fargo Securities
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Academy Securities
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Barclays
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Mizuho Securities
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nabSecurities, LLC
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RBC Capital Markets
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Scotiabank
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Standard Chartered Bank
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TD Securities
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The Williams Capital Group, L.P.
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Westpac Capital Markets LLC
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The date of this prospectus supplement is September 19, 2019.