PROSPECTUS SUPPLEMENT
(To Prospectus dated September 16, 2019)
$4,000,000,000
PAYPAL HOLDINGS, INC.
$1,000,000,000 1.350% Notes due 2023
$1,000,000,000 1.650% Notes due 2025
$1,000,000,000 2.300% Notes due 2030
$1,000,000,000 3.250% Notes due 2050
We are offering $1,000,000,000 of
our 1.350% notes due 2023 (the 2023 notes), $1,000,000,000 of our 1.650% notes due 2025 (the 2025 notes), $1,000,000,000 of our 2.300% notes due 2030 (the 2030 notes) and $1,000,000,000 of our 3.250% notes due
2050 (the 2050 notes and, together with the 2023 notes, the 2025 notes and the 2030 notes, the notes).
We will pay interest on the
notes semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The 2023 notes will mature on June 1, 2023, the 2025 notes will mature on June 1, 2025, the 2030 notes will mature on
June 1, 2030 and the 2050 notes will mature on June 1, 2050.
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 $1,000 thereafter. The notes will not be listed on any
securities exchange. Currently, there is no public market for any series of the notes.
Investing in the notes involves certain risks. See Risk
Factors beginning on page S-6 of this prospectus supplement and in the documents incorporated by reference herein for a discussion of certain risks that you should consider in connection with
an investment in the notes.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved
of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.
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Public Offering Price(1)
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Underwriting Discount
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Proceeds, Before
Expenses, to Us
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Per Note
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Total
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Per Note
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Total
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Per Note
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Total
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1.350% Notes due 2023
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99.908
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%
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$
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999,080,000
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0.250
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%
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$
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2,500,000
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99.658
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%
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$
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996,580,000
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1.650% Notes due 2025
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99.980
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%
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$
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999,800,000
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0.350
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%
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$
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3,500,000
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99.630
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%
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$
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996,300,000
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2.300% Notes due 2030
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99.893
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%
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$
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998,930,000
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0.450
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%
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$
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4,500,000
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99.443
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%
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$
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994,430,000
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3.250% Notes due 2050
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99.618
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%
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$
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996,180,000
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0.875
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%
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$
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8,750,000
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98.743
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%
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$
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987,430,000
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Total
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$
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3,993,990,000
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$
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19,250,000
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$
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3,974,740,000
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(1)
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Plus accrued interest, if any, from May 18, 2020.
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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 May 18, 2020, 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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BofA Securities
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Citigroup
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J.P. Morgan
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Deutsche Bank Securities
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Goldman Sachs & Co. LLC
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Wells Fargo Securities
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Co-Managers
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Barclays
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BNP PARIBAS
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HSBC
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MUFG
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Scotiabank
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TD Securities
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Mizuho Securities
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Morgan Stanley
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nabSecurities, LLC
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RBC Capital Markets
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Standard Chartered Bank
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Westpac Capital Markets LLC
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Academy Securities
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Seibert Williams Shank
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The date of this prospectus supplement is May 11, 2020.