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 August 5, 2025

Jamie Miller
Chief Financial Officer
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131

 Re: PayPal Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 4, 2025
 File No. 001-36859
Dear Jamie Miller:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Brian Yamasaki
</TEXT>
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 Document                                              July 24, 2025 Via EDGAR Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington D.C. 20549 Attention:    Ms. Amy Geddes               Re:      PayPal Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Filed February 4, 2025 File No. 001-36859 Dear Ms. Geddes: Thank you for your letter dated July 10, 2025 addressed to PayPal Holdings, Inc. (the “Company”) setting forth comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”), which references the Staff’s prior comments dated June 11, 2025, and our response dated June 24, 2025. To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comment used in the Staff’s comment letter, which are reproduced in italics below. Our response follows the comment. Form 10-K for the Fiscal Year Ended December 31, 2024 Notes to Consolidated Financial Statements Note 2 - Revenue Disaggregation of Revenue, page 76 1. We note your response to comment 2. In response to our comment asking whether your CODM regularly reviews transaction revenue by product, at the end of the first paragraph you state “Revenue information...[provided to the CODM] may include product...information.” Please directly tell us whether it does or does not include transaction revenue by product. In the first sentence of that paragraph, you state the “CODM...does not evaluate performance or make decisions on the basis of separate products.” Please clarify whether this means solely on the basis of separate products or that the CODM does not review product revenue at all when evaluating the performance of your operating/reporting segment. Company response: The financial information provided to our Chief Operating Decision Maker (CODM) includes additional product revenue information, typically presented to provide further granularity on our customer business (i.e., Consumer Group, Small Business & Financial Services (“SMB”), and Large Enterprise) revenue fluctuations, given that our products often span across our customer businesses, or to provide oversight on the performance of our strategic initiatives, as explained in our prior response to comment 2 and comment 3. Our CODM does not evaluate performance or make decisions solely on the basis of separate products. We have considered ASC 606-10-55-90 when analyzing how information about our revenue has been presented for other purposes, including our CODM’s evaluation of financial performance of our operating segment, to select the type of categories used for revenue disaggregation. The guidance does not require disaggregation of revenue definitively when information about our revenue is presented for other purposes, but rather, requires that we analyze any revenue information presented for other purposes to determine if those categories are affected differently by economic factors to achieve the objective in ASC 606-10-50-5 for disaggregating revenue. The products within transaction revenues pertain to payment processing, and these products share similar nature, timing of revenue recognition, uncertainty of future cash flows, and contract structure, and are similarly impacted by economic factors. As such, we have concluded that the products within transaction revenues do not require disclosure of disaggregated revenue categories according to ASC 606-10-50-5. *        *        * Please do not hesitate to contact me if you have any questions at (312) 404-5389, or via email at cnatali@paypal.com. Very truly yours, PayPal Holdings, Inc. By: /s/ Christopher Natali Name: Christopher Natali Title: Vice President, Chief Accounting Officer cc: Sameer Shirsekar (PricewaterhouseCoopers LLP)

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 July 10, 2025

Jamie Miller
Chief Financial Officer
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131

 Re: PayPal Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 4, 2025
 File No. 001-36859
Dear Jamie Miller:

 We have reviewed your June 24, 2025 response to our comment letter and
have the
following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 11,
2025 letter.

Form 10-K for Fiscal Year Ended December 31, 2024
Notes to Consolidated Financial Statements
Note 2 - Revenue
Disaggregation of Revenue, page 76

1. We note your response to comment 2. In response to our comment asking
whether
 your CODM regularly reviews transaction revenue by product, at the end
of the first
 paragraph you state Revenue information...[provided to the CODM] may
include
 product...information. Please directly tell us whether it does or
does not include
 transaction revenue by product. In the first sentence of that paragraph,
you state the
 "CODM...does not evaluate performance or make decisions on the basis of
separate
 products. Please clarify whether this means solely on the basis of
separate products
 or that the CODM does not review product revenue at all when evaluating
the
 performance of your operating/reporting segment.
 July 10, 2025
Page 2

 Please contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Brian Yamasaki
</TEXT>
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 Document 2211 North First Street San Jose, CA 95131 paypal.com                                              June 24, 2025 Via EDGAR Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington D.C. 20549 Attention:    Ms. Amy Geddes               Re:      PayPal Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Filed February 4, 2025 File No. 001-36859 Dear Ms. Geddes: Thank you for your letter dated June 11, 2025 addressed to PayPal Holdings, Inc. (the “Company”) setting forth comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”), which reference the Staff’s prior comments dated May 5, 2025, and our response dated May 16, 2025. To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comments used in the Staff’s comment letter, which are reproduced in italics below. Our responses follow each comment. Form 10-K for the Fiscal Year Ended December 31, 2024 MD&A Net Revenue Analysis, page 36 1. Regarding your disclosure of total payment volume (TPV) metrics in quarterly earnings presentations, you state in response to prior comment 1 TPV does not directly relate to transaction revenues as TPV includes payment transactions processed on our payments platform that do not earn revenue. However, in MD&A you typically attribute changes in revenues to changes in TPV. Please advise or revise your MD&A disclosure accordingly. Company response: We acknowledge the Staff’s comment and provide the following additional details to our response to prior comment 1. In our prior response, we explained that TPV does not directly relate to transaction revenues. We disclose in our MD&A that transaction revenue growth is typically correlated with TPV growth and that management uses TPV to gain insight into the scale and strength of our payments platform, the engagement level of our customers, and underlying activity and trends which may be indicators of current and future performance. Under ASC 606-10-55-90, an entity should consider how information about the entity’s revenue has been presented for other purposes. TPV is used to assess scale and relevance of our payments platform and not to reflect revenue. Given the absence of a direct relationship between TPV and transaction revenues, we do not believe that our presentation of TPV constitutes information about our revenues presented for other purposes. Although the relationship between TPV and transaction revenues is not always direct and absolute, there is a positive correlation between TPV and transaction revenues. In accordance with Item 303 of SEC Regulation S-K, within MD&A we describe the underlying reasons for material changes in our results of operations in both quantitative and qualitative terms. In periods when the growth in the scale of our platform is determined to be the material driver of transaction revenues for that period, we reference the increase in TPV to explain the qualitative reasons underlying the growth in revenue. In future MD&A disclosures in our Form 10-Q and 10-K filings, we will clarify that TPV does not always have a direct and absolute relationship with transaction revenues. Please refer to a revised version of relevant disclosure in our Form 10-K for Fiscal Year Ended December 31, 2024 as an example: Transaction revenues grew $2.0 billion, or 7%, in 2024 compared to 2023 driven primarily by an increase in revenues of approximately $1.3 billion, $0.5 billion, and $0.2 billion from our Braintree, core PayPal, and Venmo products and services, respectively, which is largely associated with growth in TPV and the number of payment transactions. Notes to Consolidated Financial Statements Note 2 – Revenue Disaggregation of Revenue, page 76 2. We note your response to prior comment 1. Please tell us whether your CODM regularly reviews transaction revenue by product when evaluating the financial performance of your operating/reporting segment. If so, please tell us how you considered ASC 606-10-55-90b. If not, tell us how the CODM makes performance or resource allocation decisions within the segment. Company response: Our Chief Operating Decision Maker (CODM) evaluates performance and allocates resources using consolidated operating results and does not evaluate performance or make decisions on the basis of separate products. Our CODM regularly receives financial information which generally includes consolidated metrics, metrics to track the success of our strategic imperatives (such as TPV and TPV growth, monthly active account (MAA) growth, and monthly debit card users as a percentage of MAAs), and revenue information, TPV, and take rate percentage for our customer businesses (i.e., Consumer Group, Small Business & Financial Services (“SMB”), and Large Enterprise). In our prior response, we explained how business decisions must be evaluated based on their overall contribution to the company’s consolidated results due to the interconnected nature of our customer-focused business units and the interdependency of our products to drive increased customer engagement and facilitate the flywheel effect across our platform. We do not believe that revenue information alone is sufficient for the CODM to make decisions about allocating resources and assessing performance. Revenue information below consolidated totals, which may include product, customer, key initiative or geographic information, are provided to the CODM to explain key drivers and contributions to consolidated revenue fluctuations period over period. In Q1 2025, at our Investor Day on February 25, 2025, PayPal introduced our strategic imperatives driving focused execution in 2025: win checkout, scale omni, grow Venmo, and accelerate SMB. The strategic initiatives aim to drive durable profitable consolidated growth (i.e., consolidated non-GAAP transaction margin dollars and non-GAAP EPS). Our strategic initiatives are intended to accelerate consolidated profitable growth across our payments platform and across all products, as we operate as a dual-sided network where strategic, interconnected business decisions focus on both sides of the platform and strategies aimed at our consumer business generally impact our merchant business and vice versa. We have considered ASC 606-10-55-90 when analyzing how information about our revenue has been presented for other purposes, including our CODM’s evaluation of financial performance of our operating segment, when selecting the type of categories to use for revenue disaggregation. The guidance does not require disaggregation of revenue definitively when information about our revenue is presented for other purposes, but rather, that we analyze any revenue information presented for other purposes to determine if those categories are affected differently by economic factors to achieve the objective in ASC 606-10-50-5 for disaggregating revenue. As noted in our prior response, the nature of each product within transaction revenues is payment processing, and these products broadly share similar characteristics, share substantially the same nature, timing of revenue recognition, uncertainty of future cash flows, and contract structure, and are similarly impacted by economic factors. While we offer a wide range of products on our payments platform to meet the diverse needs of our customers, the nature of each product offering in transaction revenues is transaction processing. We earn transaction revenues primarily from fees paid by our customers to receive payments on our payments platform. In a typical transaction only the merchant (party receiving funds) pays a fee, and the standard payment flow is free for consumers. Accordingly, the majority of PayPal’s transaction revenue is derived from merchant accounts, but purchases are primarily initiated by consumer activity. The majority of transaction revenue we generate across our products is dependent on consumer spending on goods and services and consumers choosing to transact at the merchants we serve. Changes in economic conditions or shifts in discretionary versus non-discretionary spending patterns generally have the potential to impact all our products similarly. Given that approximately 60% of Large Enterprise merchant accounts and 40% of SMB merchant accounts have more than one product, economic factors often manifest similarly across merchants and products. Since economic factors impact all our products similarly and the uncertainty of future cash flows may be significantly impacted by geographic region, we disclose revenue by geographic region. Transaction revenue is earned from contracts with customers that are defined at the transaction level and do not extend beyond the service already provided. Revenue within this category arises from a single performance obligation, which is satisfied at the point in time a transaction is completed on our platform. The nature, the uncertainty of revenue and cash flows, the timing of revenue recognition, and the contract structure do not significantly differ between our products within transaction revenue. As such, we have concluded that the products within transaction revenues do not require disclosure of disaggregated revenue categories according to ASC 606-10-50-5. 3. In your response to prior comment 1 you state you may provide product-specific revenue information when useful to explain consolidated results (e.g., the Xoom negative revenue trend in Q1 2024). In addition to the previously cited example, we note the following: • In your Q1 2025 earnings release you cite progress across branded checkout, PSP, omnichannel, and Venmo as contributing to your results, • In prepared remarks during the related earnings call, you cite 20% revenue growth for Venmo, • On slide 8 of the earnings presentation, you cite growth in branded checkout and Venmo offsetting lower Braintree revenue, • In your Q1 2025 Form 10-Q, you quantify the change in Braintree revenue (-$200m) and Venmo/PayPal revenue (+$170m), and • In your 2024 Form 10-K, you quantify the change in Braintree revenue ($+1.3b), core PayPal (+$0.5b), and Venmo (+$0.2b). While you have not provided this information for all products on a consistent basis nor provided actual revenue amounts, you have nonetheless disclosed transaction product-specific revenue information outside the financial statements and determined it useful in explaining results, which under ASC 606-10-55-90a is a factor that must be considered when selecting disaggregation categories. Please advise. Regarding the above referenced Xoom negative revenue trend in Q1 2024 and the decline in Braintree revenue and increase in Venmo/PayPal revenue in Q1 2025, please explain to us why you believe these are not examples of transaction revenue products being differently affected by economic factors and, therefore, subject to different uncertainty than other products comprising transaction revenue. Refer to ASC 606-10-50-5. Company response: As discussed in our response to question 2 above, the nature of each product within transaction revenues is payment processing, and these products broadly share similar characteristics and are similarly impacted by economic factors. In determining the appropriate categories for disaggregating revenue, we considered how revenue information is presented for other purposes, including earnings calls and investor presentations, in accordance with ASC 606-10-55-90a. References to individual revenue components in MD&A and outside our financial statements are provided to give context to our investors and insight into how material changes in that period contribute to the performance of our consolidated revenues. In certain cases, we provided this information in compliance with Item 303 of SEC Regulation S-K, which requires us to describe the underlying reasons for material changes in our results of operations in both quantitative and qualitative terms. Revenue information is provided predominantly to update investors on our strategic initiatives and give insight into the impact that management’s strategy to drive consolidated profitable growth (i.e., our consolidated non-GAAP transaction margin dollars and non-GAAP EPS) may have on consolidated revenues in certain periods. Product-specific revenue is primarily impacted by the Company’s strategic decisions and not impacted differently by economic factors. Explanations of product-specific revenue variances, such as the examples cited for Braintree, Xoom, and Venmo, are not primarily related to economic factors, but rather to changes in management’s focus to drive profitable growth across our entire suite of products. Management’s strategic imperatives focus on accelerating profitable growth and may be executed through pricing model changes, cost reductions, and product innovation and refinements. The Company does not intend to provide product-specific revenue information for all products on a consistent basis. Additionally, such information is limited to relative indicators such as directional revenue trends or revenue growth percentages, and the Company has not and does not intend to provide total revenue amounts by product. We have concluded that the presentation of certain product-specific revenue information to explain our consolidated results and the presentation of our strategic imperatives to explain how we plan to drive profitable growth does not signify or imply that the associated products carry materially different risks, or that they differ significantly in terms of nature, amount, timing or uncertainty of revenues and cash flows. The nature of each product within transaction revenues is payment processing, and these products broadly share similar characteristics and are similarly impacted by economic factors. As such, we have concluded that the products within transaction revenues do not meet the disaggregated revenue disclosure requirements according to ASC 606-10-50-5. We regularly evaluate the requirements of ASC 606 to determine the appropriate level of revenue disaggregation. If in the future our products become distinctly affected by unique economic factors, or if the nature, amount, timing, or uncertainty of revenues and cash flows materially diverge, we will update our disclosures accordingly. *        *        * Please do not hesitate to contact me if you have any questions at (312) 404-5389, or via email at cnatali@paypal.com. Very truly yours, PayPal Holdings, Inc. By: /s/ Christopher Natali Name: Christopher Natali Title: Vice President, Chief Accounting Officer cc: Sameer Shirsekar (PricewaterhouseCoopers LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 11, 2025

Jamie Miller
Chief Financial Officer
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131

 Re: PayPal Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 4, 2025
 File No. 001-36859
Dear Jamie Miller:

 We have reviewed your May 16, 2025 response to our comment letter and
have the
following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our May 5,
2025 letter.

Form 10-K for Fiscal Year Ended December 31, 2024
MD&A
Net Revenue Analysis, page 36

1. Regarding your disclosure of total payment volume (TPV) metrics in
quarterly
 earnings presentations, you state in response to prior comment 1 TPV
does not
 directly relate to transaction revenues as TPV includes payment
transactions
 processed on our payments platform that do not earn revenue. However, in
MD&A
 you typically attribute changes in revenues to changes in TPV. Please
advise or revise
 your MD&A disclosure accordingly.
 June 11, 2025
Page 2

Notes to Consolidated Financial Statements
Note 2 - Revenue
Disaggregation of Revenue, page 76

2. We note your response to prior comment 1. Please tell us whether your
CODM
 regularly reviews transaction revenue by product when evaluating the
financial
 performance of your operating/reporting segment. If so, please tell us
how you
 considered ASC 606-10-55-90b. If not, tell us how the CODM makes
performance or
 resource allocation decisions within the segment.
3. In your response to prior comment 1 you state you may provide
product-specific
 revenue information when useful to explain consolidated results (e.g.,
the Xoom
 negative revenue trend in Q1 2024). In addition to the previously cited
example, we
 note the following:

 In your Q1 2025 earnings release you cite progress across branded
checkout, PSP,
 omnichannel, and Venmo as contributing to your results,
 In prepared remarks during the related earnings call, you cite 20%
revenue growth
 for Venmo,
 On slide 8 of the earnings presentation, you cite growth in
branded checkout and
 Venmo offsetting lower Braintree revenue,
 In your Q1 2025 Form 10-Q, you quantify the change in Braintree
revenue (-
 $200m) and Venmo/PayPal revenue (+$170m), and
 In your 2024 Form 10-K, you quantify the change in Braintree
revenue ($+1.3b),
 core PayPal (+$0.5b), and Venmo (+$0.2b).

 While you have not provided this information for all products on a
consistent basis
 nor provided actual revenue amounts, you have nonetheless disclosed
transaction
 product-specific revenue information outside the financial statements
and determined
 it useful in explaining results, which under ASC 606-10-55-90a is a
factor that must
 be considered when selecting disaggregation categories. Please advise.

 Regarding the above referenced Xoom negative revenue trend in Q1 2024
and the
 decline in Braintree revenue and increase in Venmo/PayPal revenue in Q1
2025,
 please explain to us why you believe these are not examples of
transaction revenue
 products being differently affected by economic factors and, therefore,
subject to
 different uncertainty than other products comprising transaction
revenue. Refer to
 ASC 606-10-50-5.
 June 11, 2025
Page 3

 Please contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Brian Yamasaki
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 Document 2211 North First Street San Jose, CA 95131 paypal.com                                              May 16, 2025 Via EDGAR Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington D.C. 20549 Attention:    Ms. Amy Geddes               Re:      PayPal Holdings, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Filed February 4, 2025 File No. 001-36859 Dear Ms. Geddes: Thank you for your letter dated May 5, 2025 addressed to PayPal Holdings, Inc. (the “Company”) setting forth comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”). To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comments used in the Staff’s comment letter, which are reproduced in italics below. Our responses follow each comment. Form 10-K for the Fiscal Year Ended December 31, 2024 Notes to Consolidated Financial Statements Note 2 – Revenue Disaggregation of Revenue, page 76 1. We note you disaggregate revenue by geography, as required by the entity-wide disclosures under ASC 280-10-50-41a, and by "revenue category," consisting of "transaction revenues" (91% of revenue for 2024) and "revenue from other value added services" (9% of revenue for 2024). With respect to the disclosure requirements of ASC 606-10-50-5, please tell us how you considered the guidance in paragraphs ASC 606-10-55-89 through 55-91 in selecting the appropriate categories to use to disaggregate revenue. In this regard, we note factors such as: • various references to and disclosure focused on your two customer types - consumers and merchants - in your filing; • you have general managers for various lines of business, such as "Consumer Group," "Large Enterprise," "Small Business & Financial Services," and "Global Markets" (per your February 2025 investor day presentations); • you present total payment volume metrics to investors for various products, such as "PayPal branded checkout," "PSP," and "Venmo" in your quarterly earnings presentations; and • your remittance business, Xoom, had stagnated and been on a negative revenue trajectory, and various other comments about contributions from various business lines to your growth (per your Q1 2024 earnings call). Company response: PayPal disaggregates revenue into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. While ASC 606 provides examples, an entity’s revenue disaggregation disclosure is based on relevant facts and circumstances and requires significant judgment. Our determination of the appropriate revenue categories for PayPal considered how information about revenues has been presented for other purposes, including earnings releases, annual and quarterly reports, investor presentations and information regularly reviewed by the chief operating decision maker. Based on our evaluation of the factors in ASC 606-10-50-5 and 55-89 through 55-91, we determined that disaggregation based on geography and disaggregation based on type of good or service, specifically transaction revenues and revenues from other value added services, were the most relevant. Geographical Region PayPal provides geographical revenue totals disaggregated by U.S. revenues, which is one of PayPal’s most important markets, and the revenues of all other countries. This information is provided as different geographies may be impacted by different economic factors associated with the uncertainty of revenues and cash flows. Geographic disaggregation is also important to us from a strategy and business opportunity perspective as we continue to grow domestically and in international markets by expanding our products and services both offline and online. Additionally, this presentation was determined to be appropriate primarily because no individual country outside of the United States generated 10% or more of total net revenues for the periods presented. Type of Good or Service We disaggregate revenues between two types of revenue categories: transaction revenues and revenues from other value added services. Revenues recorded within each of these categories are earned from similar products and services for which the nature of associated fees and the related revenue recognition models are substantially similar. Transaction revenues are earned through transactions on our payments platform. While we offer a wide range of products on our payments platform to meet the diverse needs of our customers, the nature of each product offering is transaction processing. The revenues earned from processing transactions on our payments platform are recorded within transaction revenues and share substantially similar characteristics. For example, transaction revenue is earned from contracts with customers that are defined at the transaction level and do not extend beyond the service already provided. Revenue within this category arises from a single performance obligation, which is satisfied at the point in time a transaction is completed on our platform. The uncertainty of revenue and cash flows do not significantly differ between our products within transaction revenue and is generally more dependent on geographic region. Revenue from other value added services are revenues that are not earned through processing transactions on our payments platform. Net revenues derived primarily from revenue earned through partnerships, referral fees, subscription fees, gateway fees, and other services we provide to our consumers and merchants. We also earn revenues from interest and fees earned on our portfolio of loans receivable, and interest earned on certain assets underlying customer balances. These revenues from contracts with customers are generally recognized over the term of each contract as opposed to being recognized at a point in time. A significant portion of revenues from other value added services is generated from interest and fees earned on our credit products, the revenue share we earn from the credit products of our partners, and interest earned on customer balances for which the uncertainty of revenue and future cash flows are significantly influenced by changes in interest rates. In determining the categories, we considered the examples found in ASC 606-10-55-91: a) Type of good or service We believe that the type of services PayPal provides its customers are best categorized through transaction revenues and revenues from other value added services. Revenues recorded within these categories may be earned from different products, but the nature of the associated product offerings and the related revenue recognition models are substantially similar within each category. We have considered how information about revenues is presented outside of our financial statements such as our presentation of payment volume metrics and performance of certain products discussed in various periods. We measure the scale of our platform and the relevance of our products and services to our customers through certain metrics, including Total Payment Volume (“TPV”), which is defined as 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. TPV does not directly relate to transaction revenues as TPV includes payment transactions processed on our payments platform that do not earn revenue. For example, certain activities such as sending person-to-person (“P2P”) payments are generally offered as a free service to our PayPal and Venmo users. P2P is an important source of customer engagement and also serves as a customer acquisition channel that facilitates organic growth by enabling potential users to establish active accounts with PayPal or Venmo at the time they make or receive a P2P payment. Conversely, certain transactions on our payments platform such as currency conversion, the instant transfer of funds for our customers from their PayPal or Venmo account to their bank account or debit card, the purchase and sale of cryptocurrencies, and other miscellaneous fees do not generate TPV but generate revenue that is recorded within transaction revenues. TPV provides investors with an understanding of the scale of volumes and insight into PayPal’s market share, rather than the level at which revenue and cash flows are affected by economic factors. TPV is presented by product (e.g., branded checkout, payment service provider (PSP), etc.) to measure the scale of our platform and the relevance of our products and services to our customers; however, all such transaction processing products share substantially the same nature, timing of revenue recognition, uncertainty of future cash flows, and contract structure. Additionally, we may disclose supplemental information regarding the performance of certain products, such as revenue growth rates, to provide investors with insight into how consolidated revenue was impacted for a given period, to highlight current trends affecting overall company performance, and to provide how our new management team's strategy and prioritization is impacting the company performance. During our Investor Day event in February 2025, we highlighted our strategic imperatives to drive focused execution and realize our vision of accelerating profitable growth by 2027. The presentation of these product-level growth metrics and strategic imperatives is not intended to imply that the associated products carry materially different risks from our disaggregated revenue categories, or that they differ significantly in terms of nature, amount, timing or uncertainty of revenues and cash flows. Our product offerings within our disaggregated revenue categories broadly share similar characteristics and are similarly impacted by macroeconomic factors. We may provide information about directional revenue trends or revenue growth for a specific product (e.g., the Xoom negative revenue trend in Q1 2024) from time to time when useful to explain consolidated results. However, this information is not provided for all products on a consistent basis, nor do we provide detailed revenue amounts by product. Additionally, such information is limited to relative indicators such as directional revenue trends or revenue growth percentages rather than total revenue amounts. b) Geographical region As discussed above, geographical region is used to disaggregate our revenues. c) Market or type of customer We operate a two-sided payments platform that connects merchants and consumers. Beginning in late 2023, we evolved our organizational structure and established three business units (i.e., Consumer Group, Small Business & Financial Services and Large Enterprise) to more closely align to the customers we serve and to help enable our teams to deliver more seamless and differentiated end-to-end experiences. Operating as a dual-sided network involves strategic, interconnected business decisions focused on both sides of the platform, and strategies aimed at our consumer business generally impact our merchant business and vice versa. Our merchant business units share common products that we offer across our payments platform. Global Markets is a central function focused on our ability to serve local market needs in different geographical regions. We earn transaction revenues primarily from fees paid by our customers to receive payments on our payments platform. In a typical transaction only the merchant (party receiving funds) pays a fee, and the standard payment flow is free for consumers. Accordingly, the majority of PayPal’s transaction revenue is derived from merchant accounts, but purchases are primarily initiated by consumer activity. To drive overall payment transactions and merchant revenues, we may offer products at no cost to consumers or incentives that reduce consumer revenues to accelerate the flywheel effect. Business decisions that benefit the entire company will often distort revenues at the customer level and results must be reviewed at the total consolidated level to be understood. For example, credit products (e.g., Buy Now Pay Later, Merchant financing products, etc.) give consumers and merchants an additional reason to use PayPal, driving increased customer engagement and facilitating the flywheel effect across our platform. Consumer credit products provide additional flexibility and are cost-efficient funding sources, while merchant financing increases our engagement with merchants and incentivizes them to use PayPal’s products more broadly. While we have business units with general managers focused on our customers’ needs, due to the interconnected nature of our customer-focused business units, business decisions must be evaluated based on their overall contribution to the company’s consolidated results. Accordingly, our Chief Operating Decision Maker (“CODM”) assesses performance and allocates resources at the consolidated level rather than on the basis of the customer-focused business units. The compensation structure of our general managers is based on company-wide performance determined through consolidated metrics. d) Type of contract We have determined this is not a relevant category for disaggregation as the significant majority of our contracts contain a single performance obligation for which the transaction price is known at the end of each reporting period. e) Contract duration The contract duration of transaction revenues differs from the contract duration of revenues from other value added services. Transaction revenues are generated from contracts that are short-term as each individual transaction is considered a contract. Revenue from contracts with customers within other value added services generally is through a service arrangement that is provided over an agreed upon contractual period that is often long-term. f) Timing of transfer of goods or services The timing of contracts differs for transaction revenues and revenues from other value added services. Transaction revenues are satisfied at a point in time, while other value added services revenues are generally satisfied over time. g) Sales channels We have determined that this is not a relevant category for the purpose of this analysis as our services are typically sold directly to our customers through our payments platform. In summary, we apply the guidance in ASC 606-10-50-5 to 7 and 55-89 to 55-91 by appropriately disaggregating our revenues and do not believe additional disaggregation is necessary. Management reviews disaggregated revenue disclosures and the requirements of ASC 606 on a regular basis. As our business evolves, and, if appropriate or necessary, we will update our financial statement disclosures at such time. Note 13 – Commitments and Contingencies Protection Programs, page 110 2.     W e note your reconciliation of the changes in the allowance for transaction losses and negative customer balances, which you consider to be assurance-type warranties, includes reconciling items "provision," "realized losses," and "recoveries." Please revise your tabular reconciliation to include the reconciling items specified by ASC 460-10-50-8c. Company response: Our protection programs comprise (1) our purchase protection program that protects buyers who did not receive their item from a seller or received the item, but it was not the item they ordered and (2) our seller protection program protecting merchants when buyers claim that the transaction was unauthorized, or they did not receive the item. Our protection program disclosures within Note 13, Commitments and Contingencies, comprise both the allowance for transaction losses and the allowance for

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

Jamie Miller
Chief Financial Officer
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131

 Re: PayPal Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 4, 2025
 File No. 001-36859
Dear Jamie Miller:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Notes to Consolidated Financial Statements
Note 2 - Revenue
Disaggregation of Revenue, page 76

1. We note you disaggregate revenue by geography, as required by the
entity-wide
 disclosures under ASC 280-10-50-41a, and by "revenue category,"
consisting of
 "transaction revenues" (91% of revenue for 2024) and "revenue from other
value
 added services" (9% of revenue for 2024). With respect to the disclosure
requirements
 of ASC 606-10-50-5, please tell us how you considered the guidance in
paragraphs
 ASC 606-10-55-89 through 55-91 in selecting the appropriate categories
to use to
 disaggregate revenue. In this regard, we note factors such as:

 various references to and disclosure focused on your two customer
types -
 consumers and merchants - in your filing;
 you have general managers for various lines of business, such as
"Consumer
 Group," "Large Enterprise," "Small Business & Financial Services,"
and "Global
 May 5, 2025
Page 2

 Markets" (per your February 2025 investor day presentations);
 you present total payment volume metrics to investors for various
products, such
 as "PayPal branded checkout," "PSP," and "Venmo" in your quarterly
earnings
 presentations; and
 your remittance business, Xoom, had stagnated and been on a
negative revenue
 trajectory, and various other comments about contributions from
various business
 lines to your growth (per your Q1 2024 earnings call).
Note 13 - Commitments and Contingencies
Protection Programs, page 110

2. We note your reconciliation of the changes in the allowance for
transaction losses and
 negative customer balances, which you consider to be assurance-type
 warranties, includes reconciling items "provision," "realized losses,"
and "recoveries."
 Please revise your tabular reconciliation to include the reconciling
items specified by
 ASC 460-10-50-8c.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Brian Yamasaki
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
November 14, 2022
Daniel H. Schulman
President, Chief Executive Officer and Director
PayPal Holdings, Inc.
2211 North First Street
San Jose, CA 95131
Re:PayPal Holdings, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 19, 2022
File No. 001-36859
Dear Daniel H. Schulman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

CORRESP
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2211 North First Street

San Jose, CA 95131

paypal.com

                                            October 27, 2022

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Ms. Amanda Ravitz

    Re:    PayPal Holdings, Inc.

Definitive Proxy Statement on Schedule 14A

Filed June 2, 2022

File No. 001-36859

Dear Ms. Ravitz:

Thank you for your letter dated September 19, 2022 addressed to PayPal Holdings, Inc. (the “Company”) setting forth comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission on the Company’s Definitive Proxy Statement on Schedule 14A filed on June 2, 2022 (the “Proxy Statement”).

To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comments used in the Staff’s comment letter, which are reproduced in italics below. Our response follows each comment.

Definitive Proxy Statement on Schedule 14A filed June 2, 2022

General

1.Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address the circumstances under which you would consider having the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input from shareholders.

Company response:

As discussed in the Proxy Statement, our Board of Directors (the “Board”) has determined that the roles of Chair and CEO should be held by separate individuals to enhance the Board’s oversight of management and to allow the CEO to focus primarily on management responsibilities.  The Company has an independent Chair and believes our current Board leadership structure provides effective and independent oversight of management and the Company.

While it is our belief that the Company’s disclosures in the Proxy Statement comply with all applicable rules and regulations, including Item 407(h) of Regulation S-K, in light of the Staff’s comment, we will continue to evaluate, and appropriately expand, the discussion about our leadership structure in future proxy statements.

2.Please expand upon the role that your Independent Chair plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Independent Chair may:

•represent the board in communications with shareholders and other stakeholders;

•require board consideration of, and/or override your CEO on, any risk matters; or

•provide input on design of the board itself.

Company response:

Currently, the Proxy Statement includes a section titled “Robust Independent Chair Responsibilities” that provides a description of the role of our independent Chair.  Consistent with our response to comment 1 above, we will carefully consider the Staff’s comments as we evaluate additional enhancements to our disclosures about the role of our independent Chair in future proxy statements.

3.Please expand upon how your board administers its risk oversight function. For example, please disclose:

•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed;

•whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment;

•how the board interacts with management to address existing risks and identify significant emerging risks; and

•how your risk oversight process aligns with your disclosure controls and procedures.

Company response:

The Proxy Statement currently includes a section titled “Risk Oversight,” which provides a description of the Board’s role in our risk oversight, how the Board and its committees administer risk oversight, and the relationship between the Board and management in risk oversight.  For example, the Proxy Statement states that “[t]he Board is responsible for overall risk assessment and management oversight. The Board executes its responsibility as a group and through its committees, which regularly report to the full Board.  In addition to their ongoing oversight responsibilities, throughout 2021, the Board and its committees regularly reviewed and discussed with management the continued impact of the COVID-19 pandemic on our employees, customers and communities. As part of these reviews, the Board considered management’s ongoing strategies and initiatives to respond to and mitigate the adverse effects of the pandemic, including creating and expanding employee initiatives and other relief efforts.”  The Proxy Statement also describes the duties of the Audit, Risk and Compliance Committee (“ARC”), which is primarily responsible for oversight of the Company’s risk framework, as well as the risk oversight responsibilities of the Compensation Committee and Governance Committee relating to their respective focus areas.

As noted in our responses to comments 1 and 2 above, we will carefully consider the Staff’s comments and provide expanded disclosure about how our Board administers its risk oversight function in future proxy statements.

*        *        *

Please do not hesitate to contact me if you have any questions at (408) 967-1000.

 Very truly yours,

 PayPal Holdings, Inc.

 By: /s/ Bimal Patel

  Name: Bimal Patel

  Title: Senior Vice President, General Counsel

United States securities and exchange commission logo
September 19, 2022
Daniel H. Schulman
President, Chief Executive Officer and Director
PayPal Holdings, Inc.
2211 North First Street
San Jose, CA 95131
Re:PayPal Holdings, Inc.
Definitive Proxy Statement on Schedule 14A
Filed June 2, 2022
File No. 001-36859
Dear Mr. Schulman:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed June 2, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your discussion,
please also address the circumstances under which you would consider having the Chair
and CEO roles filled by a single individual, when shareholders would be notified of any
such change, and whether you will seek prior input from shareholders.
2.Please expand upon the role that your Independent Chair plays in the leadership of the
board. For example, please enhance your disclosure to address whether or not your
Independent Chair may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.

 FirstName LastNameDaniel H. Schulman
 Comapany NamePayPal Holdings, Inc.
 September 19, 2022 Page 2
 FirstName LastName
Daniel H. Schulman
PayPal Holdings, Inc.
September 19, 2022
Page 2
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks; and
•how your risk oversight process aligns with your disclosure controls and procedures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at (202) 551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

July 24, 2019
Daniel H. Schulman
President and Chief Executive Officer
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131
Re:PayPal Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed February 7, 2019
File No. 001-36859
Dear Mr. Schulman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

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2211 North First Street

San Jose, CA 95131

paypal.com

July 16, 2019

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Ms. Jennifer Thompson

Re:    PayPal Holdings, Inc.

Form 10-K for Fiscal Year Ended December 31, 2018

Filed February 7, 2019

File No. 001-36859

Dear Ms. Thompson:

Thank you for your letter dated July 1, 2019 addressed to PayPal Holdings, Inc. (the “Company”) setting forth comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Form 10-K”).

To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comment used in the Staff’s comment letter, which are reproduced in italics below. Our response follows the comment.

Form 10-K for Fiscal Year Ended December 31, 2018

Risk Factors

Our business is subject to extensive government regulation…., page 19

Economic and Trade Sanctions, page 22

1.

 We note your response to comment number 1. As requested, please tell us the countries involved in the transactions that you self-reported to the Treasury Department’s Office of Foreign Assets Control.

Company response:

As described in our June 21, 2019 response to comment number 1 (our “Prior Response”), we have self-reported to the Treasury Department’s Office of Foreign Assets Control (“OFAC”) certain transactions that were inadvertently processed but subsequently identified as possible violations of U.S. economic and trade sanctions. In response to your comment and further to our discussions with the Staff, we respectfully advise the Staff that the self-reported transactions involved certain countries subject to U.S. economic sanctions at the time of the transactions, including North Korea, Iran, Sudan and Syria (the “Reported Countries”).

The self-reported transactions involving the Reported Countries occurred between 2013 and 2016. The transactions did not involve the governments of North Korea, Iran, Sudan, or Syria. Rather, the transactions generally involved non-sanctioned parties and a reference to a Reported Country (e.g., a good that originated in or was for the benefit of an individual in a Reported Country). In aggregate, the transactions are negligible and de minimis in nature, both in terms of total volume and dollar value, and we believe that the associated revenue derived from PayPal’s processing of the self-reported transactions represented less than 0.0001% of total revenue derived from PayPal’s worldwide processing of transactions on behalf of all customers during the period when such transactions were processed.

In addition, the Company does not maintain direct contacts with the Reported Countries and has no business operations, subsidiaries, affiliates, assets or liabilities in such countries. Moreover, the Company maintains extensive policies, procedures, programs and controls in its commitment to comply with all applicable laws and regulations, including U.S. economic sanctions enforced by OFAC. For example, PayPal prohibits access to its website from countries subject to comprehensive sanctions and does not allow people or entities in such countries to register for PayPal accounts. We also block IP addresses known to be associated with persons in comprehensively sanctioned countries and devote significant resources to avoid doing business with and to prevent the processing of payments to or from such countries.

Based on the de minimis nature of the self-reported transactions, as well as our ongoing efforts to comply with applicable U.S. economic and trade sanctions, PayPal does not regard such contacts as material to a reasonable investor in making an investment decision.  As a result, the Company does not believe, nor is it aware of any indications, that any of the self-reported transactions involving the Reported Countries are reasonably likely to affect the Company’s reputation and share value or to be viewed by investors as quantitatively or qualitatively material in making an investment decision. However, as noted in our Prior Response, we do not know if OFAC may ultimately treat any of the self-reported transactions as potential violations, and accordingly, we ultimately do not know what, if any, reputational harm may result from these transactions.

                    *         *           *

Please do not hesitate to contact me if you have any questions at 408-967-4329, or via email at aaronanderson@paypal.com.

 Very truly yours,

 PayPal Holdings, Inc.

 By:

 /s/ Aaron A. Anderson

 Name: Aaron A. Anderson

 Title: Vice President, Chief Accounting Officer

July 1, 2019
Daniel H. Schulman
President and Chief Executive Officer
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131
Re:PayPal Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2018
Response Dated June 21, 2019
File No. 001-36859
Dear Mr. Schulman:
            We have reviewed your June 21, 2019 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 10, 2019 letter.
Form 10-K for Fiscal Year Ended December 31, 2018
Risk Factors
Our Business is subject to extensive government regulation....
Economic and Trade Sanctions, page 22
1.We note your response to comment number 1.  As requested, please tell us the countries
involved in the transactions that you self-reported to the Treasury Department’s Office of
Foreign Assets Control.

 FirstName LastNameDaniel H. Schulman
 Comapany NamePayPal Holdings, Inc.
 July 1, 2019 Page 2
 FirstName LastName
Daniel H. Schulman
PayPal Holdings, Inc.
July 1, 2019
Page 2

            You may contact Sondra Snyder, Staff Accountant at (202) 551-3332 or Jennifer
Thompson, Accounting Branch Chief at (202) 551-3737 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

CORRESP
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2211 North First Street

San Jose, CA 95131

paypal.com

June 21, 2019

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C.  20549

Attention:    Ms. Jennifer Thompson

Re:    PayPal Holdings, Inc.

Form 10-K for Fiscal Year Ended December 31, 2018

Filed February 7, 2019

File No. 001-36859

Dear Ms. Thompson:

Thank you for your letter dated June 10, 2019 addressed to PayPal Holdings, Inc. (the “Company”) setting forth comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) on the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2018 (the “Form 10‑K”).

To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comments used in the Staff’s comment letter, which are reproduced in italics below. Our responses follow each comment.

Form 10-K for Fiscal Year Ended December 31, 2018

Risk Factors

Our business is subject to extensive government regulation…., page 19

Economic and Trade Sanctions, page 22

1.

 You disclose that subsequent to your March 2015 settlement with the Treasury Department’s Office of Foreign Assets Control (“OFAC”) you self-reported additional transactions as possible sanctions violations, and you received new subpoenas from OFAC seeking additional information about these transactions. We also located a February 2017 news article reporting that you received subpoenas from the Justice Department for potential violations of U.S. sanctions. Please describe these transactions to us, including the countries involved. Please also discuss the potential for reputational harm from these transactions. In this regard, we note that the news article reports your shares had recently dropped 2.8%.

Company response:

As mentioned in the Form 10‑K, since March 2015, the date of the Company’s settlement with OFAC regarding possible violations arising from our sanctions compliance practices between 2009 and 2013, we have self-reported to OFAC certain transactions that were inadvertently processed but subsequently identified as possible violations of U.S. economic and trade sanctions. These self-reported transactions involved payments that were processed by PayPal or its subsidiaries that were in possible violation of certain country-based comprehensive OFAC sanctions, as well as certain list-based OFAC sanctions. The Company processed these payments due to human errors or technical issues involving the Company’s OFAC real-time screening system, which we have expended significant resources to address and rectify. As we do not know if OFAC may ultimately treat any of the noted transactions as potential violations, we do not know what, if any, reputational harm may result from these transactions. As further information regarding this matter becomes available, the Company will continue to assess its obligations under SEC rules and provide additional disclosures as necessary.

We note that your letter references “a February 2017 news article reporting that [PayPal] received subpoenas from the Justice Department for potential violations of U.S. sanctions.” We believe this is a reference to the Department of Justice investigation disclosed in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2016, in which we noted: “We have received subpoenas from the U.S. Department of Justice (“DOJ”) seeking the production of certain information related to our historical anti-money laundering program. We are cooperating with the DOJ in providing information in response to the subpoenas.” In our Quarterly Report on Form 10‑Q for the third quarter of 2018, we noted that “[w]e have been informed by the DOJ that based on the information available to them, they have closed their investigation of the Company.” As we disclosed, this investigation related to our anti-money laundering program, not potential violations of U.S. sanctions.

Financial Statements for the Year Ended December 31, 2018

Note 11 - Loans and Interest Receivable, page 102

2.

 We note your disclosure that you accounted for the sale of your U.S. consumer credit receivables portfolio as a sale. You also disclose at the bottom of page 102 that you concluded your continuing involvement in the revenue share arrangement does not invalidate this determination. Please tell us in reasonable detail the specific nature of your continuing involvement in the transferred assets. Please also tell us how you concluded you met the conditions for sale accounting, and tell us the specific accounting literature you relied upon in reaching your conclusion.

Company response:

In July 2018, we completed the sale of our U.S. consumer credit receivables portfolio (the “Sale Date Loans”) to Synchrony Bank. Simultaneous with the completion of that sale, we entered into an amended commercial arrangement with Synchrony Bank (the “Program Agreement”). Under the Program Agreement, Synchrony will also own all new U.S. consumer receivables generated through our PayPal Credit (“PPC”) products. The combination of the Sale Date Loans and new receivables are referred to as the “Receivables Portfolio.” Also, under the Program Agreement, PayPal receives a share of the ongoing income (“revenue share”) generated from the Receivables Portfolio over a ten-year term. In addition, PayPal performed interim servicing for the Receivables Portfolio through a transition period which ended in June 2019, after which Synchrony will take over the servicing of the Receivables Portfolio. These interim servicing activities were solely to facilitate an orderly transition of the servicing activities of the Receivables Portfolio from PayPal to Synchrony.

Our continuing involvement pertains primarily to the interim servicing activities we perform and the revenue share that we earn under the Program Agreement noted above. These interim servicing activities and promotion of the PPC products are incidental to the Sale Date Loans and do not enable PayPal to maintain control over the Sale Date Loans after the sale. The amount that we earn pursuant to the Program Agreement revenue share is based on the net economics of the Receivables Portfolio during each measurement period.

Upon completion of the sale of the Sale Date Loans, Synchrony Bank is both the legal owner of the accounts and the associated credit receivables. On that basis, we evaluated the existing loans as of the date of the transaction for sale accounting treatment under ASC 860‑10‑40‑5. The key components of our evaluation are as follows:

a.

 The sale must result in legal isolation of the receivables from PayPal, even in the event of bankruptcy or receivership.

We concluded that the Sale Date Loans were legally isolated from PayPal, even in the event of PayPal’s bankruptcy or receivership. To confirm this conclusion, we obtained a legal true‑sale‑at‑law “would” level opinion from outside legal counsel in each relevant jurisdiction which included confirmation that the sale resulted in legal isolation of the Sale Date Loans from PayPal. In connection with the delivery of these opinions, outside legal counsel reviewed, among other things, the purchase and sale agreements as well as the Program Agreement terms inclusive of the revenue share terms. Therefore, we believe this ASC 860 criteria has been met.

b.

 Synchrony must have the right to pledge or exchange the transferred assets.

Under the Program Agreement, Synchrony has the full contractual right and title associated with the Sale Date Loans and no provisions therein constrain Synchrony’s ability to pledge or exchange the Sale Date Loans. In addition, even if Synchrony were to pledge or exchange the Sale Date Loans, Synchrony would continue to owe income to PayPal under the Program Agreement and they would be responsible for servicing the Receivables Portfolio. We do not believe that these obligations would constrain Synchrony from monetizing the acquired Sale Date Loans. Further, there are no conditions that both constrain Synchrony from taking advantage of the right to pledge or exchange the assets or provide a more than trivial benefit to PayPal in such an arrangement. Therefore, we believe this ASC 860 criteria has been met.

c.

 PayPal must not maintain effective control over the assets.

Under the Program Agreement, PayPal does not have the ability to repurchase or own the Sale Date Loans at, prior, or subsequent to the end of the ten‑year term of the agreement, nor does PayPal maintain the unilateral ability to cause Synchrony to return specific Sale Date Loans. There were no other terms present which could result in PayPal maintaining effective control over the Sale Date Loans. Therefore, we believe this ASC 860 criteria has been met.

Based on our assessment that all criteria under ASC 860‑10‑40‑5 required to account for a transfer of assets as a sale were met, we concluded the sale of the Sale Date Loans should be accounted for as a sale.

                    *         *           *

Please do not hesitate to contact me if you have any questions at 408-967-4329, or via email at aaronanderson@paypal.com.

 Very truly yours,

 PayPal Holdings, Inc.

 By:

 /s/ Aaron A. Anderson

 Name: Aaron A. Anderson

 Title: Vice President, Chief Accounting Officer

June 10, 2019
Daniel H. Schulman
President and Chief Executive Officer
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131
Re:PayPal Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed February 7, 2019
File No. 001-36859
Dear Mr. Schulman:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2018
Risk Factors
Our business is subject to extensive government regulation...., Page 19
Economic and Trade Sanctions, page 22
1.You disclose that subsequent to your March 2015 settlement with the Treasury
Department’s Office of Foreign Assets Control (“OFAC”) you self-reported additional
transactions as possible sanctions violations, and you received new subpoenas from
OFAC seeking additional information about these transactions.  We also located a
February 2017 news article reporting that you received subpoenas from the Justice
Department for potential violations of U.S. sanctions.  Please describe these transactions
to us, including the countries involved.  Please also discuss the potential for reputational
harm from these transactions.  In this regard, we note that the news article reports that
your shares had recently dropped 2.8%.

 FirstName LastNameDaniel H. Schulman
 Comapany NamePayPal Holdings, Inc.
 June 10, 2019 Page 2
 FirstName LastName
Daniel H. Schulman
PayPal Holdings, Inc.
June 10, 2019
Page 2
Financial Statements for the Year Ended December 31, 2018
Note 11 - Loans and Interest Receivable, page 102
2.We note your disclosure that you accounted for the sale of your U.S. consumer credit
receivables portfolio as a sale.  You also disclose at the bottom of page 102 that you
concluded your continuing involvement in the revenue share arrangement does not
invalidate this determination.  Please tell us in reasonable detail the specific nature of your
continuing involvement in the transferred assets.  Please also tell us how you
concluded you met the conditions for sale accounting, and tell us the specific accounting
literature you relied upon in reaching your conclusion.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Sondra Snyder, Staff Accountant at (202) 551-3332 or Jennifer
Thompson, Accounting Branch Chief at (202) 551-3737 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

Mail Stop 3561       November 8, 2018

Mr. Daniel H. Schulman
President and Chief Executive Officer
2211 North First Street
San Jose, California  95131

Re: PayPal Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 7, 2018
File No. 001 -36859

Dear Mr. Schulman :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
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2211 North First Street

San Jose, CA 95131

paypal.com

October 23, 2018

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C.  20549

Attention:    Ms. Jennifer Thompson

Re:    Supplemental submission –

Form 10-K for Fiscal Year Ended December 31, 2017

Filed February 7, 2018

Form 10-Q for Quarter Ended June 30, 2018

Filed July 26, 2018

File No. 001-36859

Ladies and Gentlemen:

This supplemental submission is in response to the Staff’s request on October 4, 2018 to provide in writing certain additional information related to PayPal Holdings, Inc’s. (the “Company,” “PayPal,"“our,” or “we”) initial response letter dated September 7, 2018, which we discussed telephonically with representatives of both the Office of the Chief Accountant and the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) on September 27, 2018.

Company Responses:

PayPal has different types of products that generate transaction fee revenues.  Our core PayPal revenues represent the majority of transaction fee revenues. Consistent with our discussion on September 27, 2018, the information below pertains to our core PayPal revenues.

PayPal’s service enables our customers to send and receive payments. We operate a two-sided network where both merchants and consumers have PayPal accounts with stored balance functionality.  Since PayPal serves as a proprietary payment method that is accepted by a merchant, we are more than a connection to third-party payment networks. Our service enables the completion of payments on our Payments Platform on behalf of our customers and constitutes a single performance obligation. We generate transaction fee revenue when we complete a payment transaction between PayPal account holders on our Payments Platform.

PayPal allows a consumer to store and utilize multiple funding sources within their PayPal account. These sources can include an existing PayPal balance, a bank account, credit or debit cards, or PayPal Credit products. Depending on the consumer’s choice of funding source, the parties involved and our cost structure will vary when we complete a payment transaction.  For example, if a credit or debit card is chosen by a consumer to fund a transaction, PayPal incurs costs associated with processing, which primarily consist of interchange fees.  The transaction fee that PayPal charges to a merchant to complete a payment transaction is not impacted by the funding source chosen by a consumer.  Further, the funding source chosen by a consumer, the related costs, and the underlying payment data associated with a payment transaction are not shared with the merchant.

When we authorize a transaction, which is based on our internal risk assessment of each individual transaction, we become obligated to complete the payment transaction. PayPal takes on the payment completion risk, as our service ensures the delivery of funds to the merchant as long as the merchant has performed its part of the transaction (i.e., delivery of a specified good or service). We typically deliver funds to our merchant before we have collected the value of the transaction from the consumer, thereby taking on credit risk associated with collections.

The above noted factors differentiate PayPal from other intermediaries in the payment processing ecosystem.

By leveraging the data we collect on both sides of the transactions on our two-sided network, we are able to provide merchants and consumers with protection programs on most purchase transactions completed on our Payments Platform. These programs protect both merchants and consumers from fraud and counterparty performance and expose PayPal to transaction losses that may significantly exceed transaction fees earned on an individual transaction. As noted above, to manage our exposure to transaction losses, PayPal authorizes transactions based on an internal risk assessment. Total transaction losses across our Payments Platform, as disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K and Form 10-Q were $823 million and $505 million for fiscal year ended December 31, 2017, and for the six months ended June 30, 2018, respectively.

We will clarify our revenue disclosures to include the additional information discussed above in our future filings.

                        *    *    *

Please do not hesitate to contact me if you have any questions at 408-967-4329, or via email at aaronanderson@paypal.com.

 Very truly yours,

 PayPal Holdings, Inc.

 By:

 /s/ Aaron A. Anderson

 Name: Aaron A. Anderson

 Title: Vice President, Chief Accounting Officer

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2211 North First Street

San Jose, CA 95131

paypal.com

September 7, 2018

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C.  20549

Attention:    Ms. Jennifer Thompson

Re:    PayPal Holdings, Inc.

Form 10-K for Fiscal Year Ended December 31, 2017

Filed February 7, 2018

Form 10-Q for Quarter Ended June 30, 2018

Filed July 26, 2018

File No. 001-36859

Dear Ms. Thompson:

Thank you for your letter dated August 24, 2018 addressed to PayPal Holdings, Inc. (the “Company”) setting forth comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (the “Form 10-Q”).

To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comments used in the Staff’s comment letter, which are reproduced in italics below. Our responses follow each comment.

Form 10-Q for the Quarter Ended June 30, 2018

Financial Statements

Note 2 – Revenue

Transaction Revenue, page 10

1.

 We note you have determined that your transaction revenue represents a single performance obligation. Please tell us each promised good or service you have identified in these arrangements. In addition, provide your analysis regarding how you determined that all goods and services in these arrangements should be combined. Reference 606-10-25-19 through 22.

Company response:

PayPal’s service enables our customers to send and receive payments. We earn transaction revenues primarily from fees charged to our customers on an individual transaction basis. When we enable our customers to send or receive a payment, we perform multiple activities to provide our service:

•

 Identification of the sender’s payment funding source and payment authorization;

•

 Processing a payment through an external payment network, where applicable;

•

 Identification of sender and receiver holding currency, and currency conversion, where applicable; and

•

 Delivery of funds to the receiver.

We also provide our customers with protection programs on substantially all transactions completed through our Payments Platform. These protection programs are assurance-type warranties and do not provide an additional service to the customer. In addition, general customer support is available to all customers, is not customized to any specific contract, and is immaterial in the context of the contract. The activities within the service enabling our customers to send or receive a payment do not individually provide a benefit to the customer, and therefore, are not distinct per ASC 606-10-25-20. Further, we only perform these activities as a combined service.

While the activities noted above do not comprise individual services, we also considered the guidance in ASC 606-10-25-21 to determine whether the individual activities are distinct within the context of the contract. The criteria are as follows:

a.

 Significant integration: Each of the individual activities performed to enable a payment transaction is an input that is integrated by PayPal to produce the combined output of sending or receiving a payment on behalf of a customer. PayPal manages and coordinates the various activities and assumes the risk associated with integration.

b.

 Modification or customization of other services in the contract: The individual activities in the contract do not modify or customize the other activities in the contract.

c.

 Highly dependent or highly interrelated: Each activity is highly dependent on and highly interrelated with the other activities promised in the contract. A payment would not be able to be sent or received on our Payments Platform unless each of these activities are provided. Our customers cannot choose to purchase one activity among those listed without impacting the ability to transfer the activity, nor do we offer the individual activities separately to our customers.

Based on the assessment above, we have concluded that the service we perform enabling customers to send and receive funds in a payment transaction is a single performance obligation in accordance with ASC 606-10-25-22.

In limited circumstances, we have customized customer agreements that may contain additional services such as marketing deliverables, daily ACH transfers to a third-party bank account, or additional merchant reporting. These incremental services are immaterial in the context of the contract and thus we have not assessed whether they are performance obligations per ASC 606-10-25-16A.

2.

 Your disclosure indicates that transaction fees collected from your customers are recognized as revenue on a gross basis because you are the principal in respect of processing payments. Please describe the services provided by each party involved in the payment processing transaction and tell us how you determined you control each service before it is transferred to the customer. Reference ASC 606-10-55-36 through 40.

Company response:

As described above in our response to comment 1, when PayPal provides the combined service enabling our customers to send and receive payments, we are the principal for each transaction and record fees earned on a gross basis as part of transaction revenues. We respectfully advise the Staff that in certain payment processing services, we act in the capacity as an agent, such as the initiation for a payment through our gateway services. In these transactions, fees are recognized on a net basis and presented as other value added services revenue. For the purposes of this response, we will focus our comments on the activities related to revenue recognized on a gross basis.

Our transaction fee revenue is predominantly earned from merchants with whom we directly enter into contracts and agree to provide the service that enables their customers to transact with them. In this scenario, the merchant is our customer as PayPal charges the merchant the fees associated with the transaction, and the merchant is the beneficiary of a received payment. From our customer’s perspective, the arrangement providing the ability to send or receive a payment is with PayPal, and the remediation of any service issues related to the payment is the responsibility of PayPal.

When PayPal enables a customer to send or receive a payment, the parties involved in the payment processing transaction will vary depending on the sender’s funding source. The recipient of a purchase transaction, who is our customer, is not aware of the sender’s funding source (i.e., whether a transaction has been funded by a sender’s PayPal account, bank account or a credit/debit card) and the settlement of cash with the customer is not dependent on PayPal’s receipt of a sender’s funds. Further, the fees we negotiate with our customers are not impacted by the sender’s funding source. When our customers receive funds into their PayPal account, they can then determine whether to spend those funds with other merchants that accept PayPal, transfer them to another PayPal account, or exit the funds from PayPal. These events are considered separate transactions that may or may not be monetized.

For transactions funded with a customer’s PayPal account balance, there are no external vendors directly involved in completing the transaction. For transactions funded with credit or debit cards that require processing through the card payment networks or transactions funded directly from a sender’s bank account, PayPal enters into contracts with acquirer partners and payment processors to fulfill this portion of our service. PayPal has full discretion in selecting the acquirers and payment processors, and can direct which acquiring partner is utilized in a payment transaction. Our customers are not a party to these contracts and PayPal can change vendors at any time without notice or approval from our customers. From an acquirer’s or payment processor’s perspective, it is PayPal’s obligation to pay all transaction processing fees.

Because other parties are involved in certain transactions, we also evaluated the criteria in ASC 606-10-55-37A. The contracts with our acquirer partner and payment processing vendors provide us the right to access and direct their services when required to complete a payment transaction. Further, these activities are combined to enable our customers to send or receive funds in a payment transaction. Therefore, PayPal has determined it is the principal of each transaction.

We assessed the indicators in ASC 606-10-55-39 to support our conclusion as follows:

a.

 Fulfillment: In a payment transaction, PayPal is responsible for fulfilling the service that enables our customers to send or receive a payment on our Payments Platform. We utilize our internal risk capabilities to authorize a payment at the time of the transaction, and in many cases make the funds available to the merchant before we receive the funds from the funding source used. PayPal assumes all responsibility, liability, risk of loss, and other risk exposure with respect to our customers that make payment transactions on our Payments Platform. As PayPal is responsible for fulfilling the promise to send and/or deliver a payment, our assessment of fulfillment supports our conclusion that PayPal is acting as a principal.

b.

 Inventory risk: This indicator is not applicable for PayPal because a payment processing service does not lend itself to general inventory risk or physical risk of loss.

c.

 Pricing: PayPal has full latitude in the pricing we establish with our customers and this pricing is independent of our cost structure. Our agreements with acquirer partners and payment processors do not define or place limitations on the pricing that we may charge our customers. Our ability to establish pricing supports our conclusion that PayPal is acting as a principal.

Note 17 – Restructuring, page 33

3.

 We note the restructuring charges in the first half of 2018 include charges related to your decision to wind down TIO’s operations. We also note your disclosures about the intangible assets and net assets recognized in July 2017 upon acquisition of this business and the $30 million impairment of customer related intangible assets recognized during the fourth quarter of 2017 upon the suspension of TIO’s operations. In light of your decision to wind down TIO’s operations, please tell us how you considered whether any of the remaining tangible and intangible assets of this business may be impaired. We may have further comment after reviewing your response.

Company response:

As previously disclosed in note 3 to the Form 10-K, the allocation of TIO Networks’ (“TIO”) purchase consideration resulted in technology and customer-related intangible assets of approximately $66 million, net tangible assets of approximately $2 million, and initial goodwill of approximately $170 million. In the fourth quarter of 2017, PayPal discovered security vulnerabilities on the TIO platform that were determined to have existed prior to acquisition. As a result, PayPal made the decision to suspend the majority of TIO’s operations during the fourth quarter of 2017. The decision to wind-down TIO’s operations and exit certain TIO employees was made in the first quarter of 2018.

PayPal determined that TIO’s operations were integrated into and operate within PayPal’s broader operations, and therefore, did not represent a separate reporting unit. At the time PayPal suspended and decided to wind down the majority of TIO’s operations, in accordance with ASC 350-20-35, PayPal evaluated whether or not an impairment of goodwill had been triggered at the reporting unit level. PayPal determined that it was not more likely than not that the suspension of TIO services reduced the reporting unit’s fair value below its carrying amount, and thus, in accordance with ASC 350-20-35-3D, the first and second steps of the goodwill impairment test were deemed unnecessary.

Other intangible assets acquired were either tested for recoverability under ASC 360 or assessed for a measurement period adjustment under the provisions of ASC 805 as part of the decision to suspend and wind-down operations. PayPal applied the guidance in ASC 360-10-35 to evaluate the customer-related intangible assets acquired, which represented $45 million of the identifiable intangible assets recorded. The suspension of services was deemed to be a significant adverse change, which resulted in the inability to generate operating revenues for the suspended service distribution channels, as well as the potential loss of returning customer volumes – thus constituting an indicator of impairment under Step 1. PayPal concluded that directly associated undiscounted cash flows over the remaining useful life of approximately 5 years were below the relevant asset groups’ carrying values, and thus were not recoverable under Step 2. Based on the guidance for measurement of an impairment charge, PayPal concluded that an impairment of approximately $30 million, representing the amount by which carrying value of the customer-related intangible assets exceeded their fair value, should be recorded during the fourth quarter of 2017.

No additional tangible or intangible assets were determined to be impaired or subject to a measurement period adjustment under the provisions of ASC 805. In addition, the useful life for all remaining TIO intangibles was revised to align with the remaining contracts that continue through the second quarter of 2019. The remaining net carrying value of TIO’s customer-related and technology intangibles as of June 30, 2018 was $17 million.

                    *         *           *

Please do not hesitate to contact me if you have any questions at 408-967-4329, or via email at aaronanderson@paypal.com.

 Very truly yours,

 PayPal Holdings, Inc.

 By:

 /s/ Aaron A. Anderson

 Name: Aaron A. Anderson

 Title: Vice President, Chief Accounting Officer

Mail Stop 3561       August 24, 2018

Mr. Daniel H. Schulman
President and Chief Executive Officer
2211 North First Street
San Jose, California  95131

Re: PayPal Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2017
Filed February 7, 2018
Form 10 -Q for Fiscal Quarter Ended June 30, 2018
Filed July 26, 2018
File No. 001 -36859

Dear Mr. Schulman :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 10 -Q for the Quarter Ended June 30, 2018

Financial  Statements

Note 2 – Revenue

Transaction Revenue, page 10

1. We note you have determined that your transaction revenue represents a single
performance obligation.  Please tell us each promised good or service you have identified
in these arrangements.  In addition, provide us your analysis regarding how you
determined that all goods and services in these arrangements should be combined.
Reference 606 -10-25-19 through 22.

2. Your disclosure indicates that transaction fees collected from your customers are
recognized as revenue on a gross basis because you are the principal in respect of

Mr. Daniel H. Schulman
PayPal Holdings, Inc.
August 24, 2018
Page 2

 processing payments. Please describe the services provided by each party involved in the
payment processing transaction and tell us how you determined you control each service
before it is transferred to the customer.  Reference ASC 606 -10-55-36 through 40.

Note 17 – Restructuring, page 33

3. We note the restructuring charges in the first half of 2018 include charges related to your
decision to wind down TIO’s operations.  We also note your disclosures about the
intangi ble assets and net assets recognized in July 2017 upon acquisition of this business
and the $30 million impairment of customer related intangible assets recognized during
the fourth quarter of 2017 upon the suspe nsion of TIO’s operations.  In light of your
decision to wind down TIO’s operations, please tell us how you considered whether any
of the remaining tangible and intangible assets of this business may be impaired.  We
may have further comment after reviewin g your response.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Sondra Snyder, Staff Accountant at  (202) 551 -3332 or me at (202) 551 -
3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

Mail Stop 3561
December 13, 2016

Daniel H. Schulman
President and Chief Executive Officer
PayPal Holdings, Inc.
2211 North First Street
San Jose, California  95131

Re: PayPal Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
File No. 001 -36859

Dear Mr. Schulman :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Jennifer Thompson

 Jennifer Thompson
 Accounting Branch Chief
Office of Consumer Products

CORRESP
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		Document

2211 North First Street

San Jose, CA 95131

paypal.com

November 15, 2016

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C.  20549

Attention:    Ms. Jennifer Thompson

Re:    PayPal Holdings, Inc.

Form 10-K for Fiscal Year Ended December 31, 2015

Filed February 11, 2016

Form 10-Q for Quarter Ended June 30, 2016

Filed July 26, 2016

File No. 001-36859

Dear Ms. Thompson:

Thank you for your letter dated October 31, 2016 addressed to PayPal Holdings, Inc. (the “Company”) setting forth comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the “Form 10-Q”).

To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comments used in the Staff’s comment letter, which are reproduced in italics below. Our responses follow each comment.

Form 10-K for Fiscal Year Ended December 31, 2015

Risk Factors

Our business is subject to extensive government regulation…

Anti-Money Laundering and Counter-Terrorist Financing, page 20

1.

 In your response to comment 1 of our letter dated September 30, 2016, you discuss inadvertent contacts with Syria and Sudan which underlie your self-reported disclosures to OFAC. You also state that you do not provide products or services to Sudan or Syria and that you do not anticipate future contacts with Sudan or Syria, unless such contacts are licensed by OFAC, and that the dollar value of these licensed transactions is de minimis. Please describe these to us. Describe the products, services or contacts that you have provided to Sudan or Syria that are licensed by OFAC, and provide the information requested in comments 1 and 2 of our September 30, 2016 letter.

Company response:

As stated in our October 14, 2016 letter, we respectfully advise the Staff that PayPal and its subsidiaries do not provide products or services to Sudan or Syria and do not maintain any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.  PayPal has, however, processed a limited number of transactions with an indirect nexus to Sudan or Syria that were authorized pursuant to a license or regulatory exemption from the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”).  Each of these transactions related to the processing of payments to charitable, non-governmental organizations in support of humanitarian and other not-for-profit activities. To the best of our knowledge, any past contact with Sudan or Syria has been indirect, limited and de minimis to the operations of PayPal and its subsidiaries. Further, PayPal does not anticipate future contacts with Sudan or Syria, whether through subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements, unless the transactions or activities are authorized by OFAC or exempt under OFAC regulations.

With respect to Syria, pursuant to a general license from OFAC in the Syrian Sanctions Regulations, PayPal may process transactions related to the export of services in support of certain authorized humanitarian and other not-for-profit activities in Syria by U.S. and third country non-governmental organizations.  In each instance, the nexus to Syria would be indirect.  The transactions processed by PayPal involved payments (e.g., donations) to a U.S. or third country non-governmental organization for the benefit of humanitarian or other not-for-profit activities that such non-governmental organization may conduct in Syria.

With respect to Sudan, pursuant to an exemption included in OFAC’s Sudanese Sanctions Regulations for certain transactions involving the Specified Areas of Sudan (as defined therein), PayPal may process transactions involving payments (e.g., donations) to U.S. charitable organizations that engage in humanitarian activities in the Specified Areas of Sudan.  In each instance, the nexus to Sudan would be indirect.  The transactions processed by PayPal involved donations to a U.S. charitable organization that engages in humanitarian activities in the Specified Areas of Sudan.

The total revenue derived from PayPal’s worldwide processing of transactions with all charitable organizations was approximately $47 million, compared with PayPal’s total net revenue of $9.248 billion for the fiscal year ended December 31, 2015.  We believe that the revenue derived from PayPal’s processing of transactions with an indirect nexus to Syria or Sudan during this period represented less than 0.02% of total revenue derived from processing transactions involving payments to charitable organizations. We further believe that the extent of such activity during fiscal year 2015 is representative of each of the last three fiscal years and the subsequent interim periods.

We respectfully inform the Staff that PayPal’s limited, indirect contacts with Sudan and Syria are de minimis and therefore do not constitute a material investment risk for security holders.  In addition to the quantitative factors, as discussed above, PayPal has considered qualitative factors, such as the impact of such contacts on PayPal’s reputation and security value.  From a qualitative perspective, PayPal prohibits access to its website from Sudan and Syria, and does not allow people or entities in those countries to register for PayPal accounts. We block IP addresses known to be associated with entities in these countries and devote significant resources to avoid doing business with sanctioned countries and to prevent the processing of payments to or from such countries.  PayPal maintains extensive policies, procedures,

programs and controls in its commitment to comply with all applicable laws and regulations, including U.S. economic and trade sanctions enforced by OFAC.

As noted above, PayPal does not maintain direct contacts with Sudan and Syria and has no business operations, subsidiaries, affiliates, assets or liabilities in either jurisdiction.  As a result, PayPal does not believe, nor is it aware of any indications, that any contacts with either Sudan or Syria are likely to affect PayPal’s reputation and security value or to be viewed by investors as qualitatively material in making an investment decision.  We are not aware of any state or municipal governments, universities, or other investors having divested (or proposing to divest) any PayPal securities due to any such divestment initiatives.

Based on the de minimis, limited and indirect nature of PayPal’s contacts with Sudan and Syria and our ongoing efforts to comply with applicable U.S. economic and trade sanctions, PayPal does not regard such contacts as material to a reasonable investor in making an investment decision.

Form 10-Q for the Quarter Ended June 30, 2016

Financial Statements

Note 1 - Overview and Summary of Significant Accounting Policies

Customer Accounts, page 9

2.

 We note from your response to comment 4 that you believe the approval of your plan to use $800 million of European customer balances to extend credit to your European customers triggered a change in management’s intent related to those customer balances and impacted the linkage between the asset account and the liability account. You state that this break in the linkage caused you to change the classification of all of the activity related to the asset account from financing activities to investing activities within your statement of cash flows. We further note that the $800 million amount for which the nature of the activity changed represented approximately 5.7% of the total of such accounts, and it does not appear from your response that there was a change in the nature of the activity and the predominant source of cash flow for the remaining 94.3% of the asset account. So that we may better evaluate your response and your accounting, please tell us in more detail:

•

 Why the change in the nature of the activity for what appears to be a relatively small portion of the asset account resulted in a change in the nature of the activity and the predominant source of the cash flows for the entire asset account such that a change in the classification of the cash flows for the entire asset account is appropriate.

•

 Why this change broke the interrelationship or linkage between the amounts which continue to be included in the asset account and the related offsetting amounts which continue to be included in the liability account.

•

 Whether the nature of the activity related to amounts which continue to be included in the asset account changed as a result of the approval of this plan. If so, please explain in more detail how and why the nature of the activity changed for these amounts.

•

 Whether management’s intent with regard to the amounts which continue to be included in the asset account and/or the liability account changed as a result of the approval of this plan.

Company response:

In our response to comment 4 within our letter dated October 14, 2016, we noted that the approval of the plan to designate $800 million of European customer balances to extend credit to our European customers represented a change in management’s intent related to the use of our customer balances and broke the linkage between changes reported in “Funds receivable and customer accounts” (the “asset” account) and changes reported in “Funds payable and amounts due to customers” (the “liability” account). This break in linkage for the first quarter of 2016 resulted in the cash flows related to the liability account (increased cash flows by $738 million) not being equal and offsetting to the cash flows related to the asset account (increased cash flows by $62 million).  Prior to the change in management’s intent, the cash flow movements related to the asset account and liability account were always equal and offsetting.

While the $800 million initial designation represents only a portion of the asset account, we believe the change in management’s intent was significant enough to break the linkage between the asset and liability account.  We refer the Staff to our disclosure in the Liquidity and Capital Resources section of our Form  10-Q for the period ended March 31, 2016 (page 41) that the amount designated represented “…27% of European customer balances potentially available for corporate use…”  In addition, we stated in that section that “we may periodically seek to designate additional amounts of customer balances…”  Although the removal of the restriction on certain customer funds related to the change in management intent currently only applies to the $800 million of European customer balances held in our Luxembourg banking subsidiary designated to be used to extend credit to our European customers, as noted above, management may seek to designate additional amounts of customer funds subject to the Supervisory Board of our Luxembourg banking subsidiary approval of such a plan.

We determined that the approval of the plan, together with the potential to seek to designate additional amounts of customer balances, broke the interrelationship between the asset account and the liability account which necessitated a reconsideration of the historical classification that emphasized the linkage between the two accounts. That is, the change in presentation was not driven by a change in the nature of the activity in the asset account, but by the breakage in the link between the asset and liability accounts. As a result of the reconsideration, we concluded that, absent the linkage, the nature of the asset account, which is restricted to use and has not changed as a result of the approval of the plan, is the most relevant basis on which to determine the cash flow classification and is most appropriately reported as an investing activity.

                                                                        *         *           *

Please do not hesitate to contact me if you have any questions at 408-967-4329, or via email at aaronanderson@paypal.com.

 Very truly yours,

 PayPal Holdings, Inc.

 By:

 /s/ Aaron A. Anderson

 Name: Aaron A. Anderson

 Title: Vice President, Chief Accounting Officer

Mail Stop 3561
October 31, 2016

Daniel H. Schulman
President and Chief Executive Officer
PayPal Holdings, Inc.
2211 North First Street
San Jose, California  95131

Re: PayPal Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Response Dated October 14, 2016
File No. 001 -36859

Dear Mr. Schulman :

We have reviewed  your October 14, 2016  response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we no te otherwise, our references to prior comments are to comments in our September
30, 2016  letter .

Form 10 -K for Fiscal Year Ended December 31, 2015

Risk Factors

Our business is subject to extensive  government regulation…

Anti-Money Laundering  and Counter -Terrorist Financing, page 20

1. In your response to comment 1 of our letter dated September 30, 2016, you discuss
inadvertent contacts with Syria and Sudan which underlie your self -reported disclosures
to OFAC.  You also state that you do not provide products or services to Sudan or Syria
and that you do not anticipate future contacts with Sudan or Syria, unless such contacts
are licensed by OFAC, and that the dollar value of these licensed transactions is de

Daniel H. Schulman
PayPal Holdings, Inc.
October 31, 2016
Page 2

 minimis.  Please describe these to us.  Describe the products, services or contacts that you
have provided to Sudan or Syria that are licensed by OFAC, and provide the information
requested in comments 1 and 2 of our September 30, 2016 letter.

Form 10 -Q for the Quarter Ended June 30, 2016

Financial Statements

Note 1 – Overview and Summary of Significant Accounting Policies

Customer Accounts, page 9

2. We note from your response to comment 4 that you believe the approval of your plan to
use $800 million of European customer balances to extend credit to your European
customers triggered a change in management’s intent related to those customer balances
and impacted the linkage between the asset account and the liability account.  You state
that this break in the linkage caused you to chan ge the classification of all of the activity
related to the asset account from financing activities to investing activities within your
statement of cash flows.  We further note that the $800 million amount for which the
nature of the activity changed repr esented approximately 5.7% of the total of such
accounts, and it does not appear from your response that there was a change in the nature
of the activity and the predominant source of cash flow for the remaining 94.3% of the
asset account.  So that we may better evaluate your response and your accounting, please
tell us in more detail:

 Why the change in the nature of the activity for what appears to be a relatively small
portion of the asset account resulted in a change in the nature of the activity and th e
predominant source of the cash flows for the entire asset account such that a change
in the classification of the cash flows for the entire asset account is appropriate.

 Why this change broke the interrelationship or linkage between the amounts which
continue to be included in the asset account and the related offsetting amounts which
continue to be included in the liability account.

 Whether the nature of the activity related to amounts which continue to be included in
the asset account changed as a result of the approval of this plan.  If so, please explain
in more detail how and why the nature of the activity changed for these amounts.

 Whether management’s intent with regard to the amounts which continue to be
included in the asset account and/or t he liability account changed as a result of the
approval of this plan.

We may have further comment after reviewing your response.

Daniel H. Schulman
PayPal Holdings, Inc.
October 31, 2016
Page 3

 You may contact Sondra Snyder, Staff Accountant , at (202) 551 -3332 or me at (202)
551-3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

 Jennifer Thompson
 Accounting Branch Chief
Office of Consumer Products

CORRESP
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filename1.htm

		Document

2211 North First Street

San Jose, CA 95131

paypal.com

October 14, 2016

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C.  20549

Attention:    Ms. Jennifer Thompson

Re:    PayPal Holdings, Inc.

Form 10-K for Fiscal Year Ended December 31, 2015

Filed February 11, 2016

Form 10-Q for Fiscal Quarter Ended June 30, 2016

Filed July 26, 2016

Form 8-K, Filed July 21, 2016

File No. 001-36859

Dear Ms. Thompson:

Thank you for your letter dated September 30, 2016 addressed to PayPal Holdings, Inc. (the “Company” or “PayPal“) setting forth comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Form 10-K”), the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the “Form 10-Q”) and the Company’s Current Report on Form 8-K, filed July 21, 2016 (the “Form 8-K”).

To facilitate the Staff’s review, we have keyed our responses to the headings and numbered comments used in the Staff’s comment letter, which are reproduced in italics below. Our responses follow each comment.

Form 10-K for Fiscal Year Ended December 31, 2015

Risk Factors

Our business is subject to extensive government regulation…

Anti-Money Laundering and Counter-Terrorist Financing, page 20

1.

 You disclose that you entered into a settlement with the Treasury Department’s Office of Foreign Assets Control (“OFAC”) regarding possible violations of OFAC sanctions, and that you continue to cooperate with OFAC regarding other transactions.  OFAC’s website and third party news articles state that the countries involved in the transactions underlying the settlement include Sudan.  Section 7.03(b) of the credit and guarantee agreement you filed as Exhibit 10.6 to your Form 8-K dated July 17, 2015, indicates that you may engage in activities with sanctioned countries, defined in the agreement to included Sudan and Syria, to the extent such activities are not prohibited by sanctions.  Sudan and Syria are designated by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.  Your Form 10-K does not provide disclosure about those countries.  Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements.  You should describe any products or services you have provided to Sudan and Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

Company response:

PayPal and our subsidiaries do not provide products or services to Sudan or Syria. PayPal does not anticipate future contacts with Sudan or Syria, whether through subsidiaries, affiliates, distributors, resellers or other direct or indirect arrangements, unless such products, services or contact are licensed by OFAC and/or any other appropriate governmental authority in the jurisdictions in which PayPal or its subsidiaries operate. The volume and dollar value of any such licensed transactions is de minimis in nature.

PayPal prohibits access to its website from Sudan and Syria, and does not allow people or companies in those countries to register for PayPal accounts. We block IP addresses known to be associated with entities in these countries, and devote significant resources to avoid doing business with sanctioned countries and to prevent payments to or from them.

Since April 2013, PayPal has been scanning transactions in real time through our Real-Time Scanning (“RTS”) system, searching for payments to or from sanctioned countries, including Sudan and Syria. We block or reject any such payments, as appropriate, when identified, unless subject to a general or specific license. Prior to adoption of the RTS system in April 2013, PayPal also scanned transactions, although not in real time, which resulted in certain payments that were processed before they were identified as prohibited. PayPal self-disclosed the processing of these payments to OFAC as possible violations. PayPal’s March 2015 settlement with OFAC (the “OFAC Settlement”) covered such transactions between 2009 and 2013 in alleged violations of the Sudan sanctions; however, there were no alleged violations of the Syria sanctions in the OFAC Settlement. These transactions did not include any payments to or from the governments of Sudan or Syria or entities they control. The alleged Sudan sanctions violations primarily related to embargoed goods and involved sales of Sudanese-origin goods and services by non-Sudanese individuals. The OFAC Settlement covered 33 transactions totaling $3,314.43 relating to the Sudan sanctions.

As is noted in our periodic reports, PayPal has self-disclosed to OFAC certain possible violations that may have occurred due to possible PayPal agent errors or technical issues involving PayPal’s RTS system and were not covered by the OFAC Settlement. Please see, e.g., “Note 11 - Commitments and Contingencies” on page 88 of the Form 10-K and page 26 of the Form 10-Q and the discussion in “Risk Factors” on page 20 of the Form 10-K and pages 55-56 of the Form 10-Q.  These instances, which are still under review, are of the same nature as those covered in the OFAC Settlement, namely transactions processed referencing sanctioned countries (e.g., Sudan and Syria) or embargoed goods, or involving entities on OFAC’s “Specially Designated Nationals” list. Most of these transactions were flagged by PayPal’s RTS system, which captures many “false positives” (due to such factors as the common or similar sounding names or email addresses) that then have to be manually reviewed for compliance. PayPal has self-reported to OFAC

payments that were subsequently processed (or rejected instead of being blocked) due to human error or technical issues affecting the RTS system.

PayPal is committed to ensuring compliance with all applicable U.S. economic sanctions and export controls. We have invested, and continue to invest, significant resources in technology, training and education to continually improve our systems and processes and to rectify the agent errors and technical issues that caused potentially impermissible payments to be processed.

2.

 Please discuss the materiality of any contacts with Sudan or Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.  Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

Company response:

 As noted in the response to comment 1 above, PayPal and its subsidiaries do not provide any products or services to Sudan or Syria, nor do we anticipate future contacts with Sudan or Syria, unless subject to a general or specific license. Moreover, the only other contacts with either of these jurisdictions involve inadvertent transactions due to human error or due to technical issues. The number and size of these inadvertent transactions are described in the response to comment 1 in connection with the OFAC Settlement. Based on the foregoing, we believe these contacts are not material in quantitative terms.

We recognize that any possible violations of U.S. economic sanctions are a serious matter. Accordingly, in PayPal’s periodic reports, we disclose that these possible violations “could result in claims or actions against us, including litigation, injunctions, damage awards, fines or penalties, or require us to change our business practices that could result in material loss, require significant management time, result in the diversion of significant operational resources or otherwise harm our business.”  Please see, e.g., “Note 11 - Commitments and Contingencies” on page 88 of the Form 10-K and page 26 of the Form 10-Q and the discussion in “Risk Factors” on page 20 of the Form 10-K and pages 55-56 of the Form 10-Q.  It is impossible to predict with certainty how and when OFAC will assess the possible violations with a nexus to Syria or Sudan that have been self-disclosed. If OFAC considers these possible violations to be “non-egregious,” the maximum penalty would be half of the transaction value. However, for self-disclosed possible violations that OFAC considers to be “egregious,” the maximum penalty could be $142,291 per violation. For any violations that were not self-disclosed and considered “egregious” by OFAC, the maximum penalty could be $284,582 per violation.  Given our substantial efforts to improve our systems and processes in this area, as well as the size and number of transactions self-reported, we believe that any penalty that OFAC could potentially and ultimately impose against PayPal for these self-reported transactions would be significantly smaller than the maximum possible penalty.

Given the very limited and isolated nature of any possible known activities involving Sudan or Syria, we do not believe that the instances described above would impact investor sentiment, PayPal’s reputation or share value. Therefore, while we believe investors should be informed of the material risks associated with possible OFAC violations (as we have done in PayPal’s periodic reports), which under certain circumstances could be material, we do not consider these self-disclosed contacts to pose a material investment risk to our security holders or a material risk to PayPal.

Selected Financial Data, page 34

3.

 In future filings please also disclose income (loss) from continuing operations per common share.  Please refer to Instruction 2 of the Instructions to Item 301 of Regulation S-K.

Company response:

We confirm that within Item 6: Selected Financial Data, we will disclose income (loss) from continuing operations per common share in our future filings on Form 10-K.

Form 10-Q for the Quarter Ended June 30, 2016

Financial Statements

Note 1 - Overview and Summary of Significant Accounting Policies

Customer Accounts, page 9

4.

 We note your disclosures concerning the changes in your cash flow statement classification between investing activities and financing activities, and we have the following comments:

•

 We note that at December 31, 2015, your “funds receivable and customer accounts” asset account was classified as cash flows from financing activities, consistent with your historical presentation. We further note that when you were part of eBay, you provided us with a detailed explanation of why this asset account was classified as cash flows from financing activities. Please refer to eBay’s letters to us dated April 26, 2013 and May 23, 2013, which are publicly available on our website. Please tell us whether your rationale for classifying this asset account within cash flows from financing activities at December 31, 2015 was the same as the rationale expressed in those previous letter to us; if not, please tell us in detail how your rationale for classifying this asset account as cash flows from financing activities at December 31, 2015 differed from the views previously expressed.

•

 We read in your Form 10-Q that due to your approved plan to designate $800 million of European customer balances held in your Luxembourg banking subsidiary to be used to extend credit to your European customers you have presented changes in funds receivable and customer accounts as cash flows from investing activities based on the nature of the activity underlying your customer accounts. Please explain to us how this plan and your reclassification of $800 million of amounts previously included in funds receivable and customer accounts in your balance sheet to cash and cash equivalents in your balance sheet caused a change in the classification of cash flows related to the entire balance of funds receivable and customer accounts and triggered the movement of this account to cash flows from investing activities. Also tell us why, once you reclassified this account to cash flows from investing activities, you revised the amounts previously reported in your cash flow statement for purchases of investments and maturities and sales of investments, and explain how you determined the amounts allocated to these line items versus the funds receivable and customer accounts line item. If factors other than the designation of $800 million of customer balances held in your Luxembourg banking subsidiary to be used to extend credit to your European customers contributed to the change in classification of your cash flows, please explain these other factors to us in detail.

Company response:

At December 31, 2015, net changes in cash flows relating to our “Funds receivable and customer accounts” were classified as cash flows from financing activities consistent with the rationale previously provided in the eBay Inc. letters to the SEC dated April 26, 2013 and May 23, 2013 (the “eBay Letters”). As noted in the eBay Letters, the “Funds payable and amounts due to customers” liability account has similar characteristics to demand deposits held at financial institutions, and therefore, the cash flows are akin to financing activities under ASC 230-10-20. Consistent with our historical presentation and through the year ended December 31, 2015, cash flows arising from “Funds receivable and customer accounts” (the “asset”

account) and “Funds payable and amounts due to customers” (the “liability” account) were directly linked and interrelated (i.e., balances were always equal and offsetting, due to contemporaneous movements between the customer accounts and amounts due to customers).  Prior to and as of December 31, 2015, the intent and utilization of the assets underlying customer balances and the interrelationship and linkage of customer accounts and amounts due to customers supported our accounting policy of presenting the changes in the asset account in the consolidated statement of cash flows in a manner consistent with the changes in the liability account.   Accordingly, at December 31, 2015 we classified the cash flow impacts of both these line items within the financing activities section in the consolidated statement of cash flows.

In March 2016, the Supervisory Board of our Luxembourg banking subsidiary approved a plan to designate $800 million of European customer balances held in our Luxembourg banking subsidiary to be used to extend credit to our European customers. As required by the Luxembourg banking regulator, the Supervisory Board is composed of a majority of independent, non-executive directors.  While the use of the $800 million to fund credit to our European customers did not begin until April 2016, we determined that the approval of this plan triggered the change in management’s intent related to these customer balances and impacted the linkage between the asset account and the liability account.  When considering the impact of this approval to our statement of cash flows, we noted the St

Mail Stop 3561
September 30, 2016

Daniel H. Schulman
President and Chief Executive Officer
PayPal Holdings, Inc.
2211 North First Street
San Jose, California  95131

Re: PayPal Holdings, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 11 , 2016
Form 10 -Q for Fiscal Quarter Ended June 30, 2016
Filed July 26, 2016
Form 8 -K, Filed July 21, 2016
File No. 001 -36859

Dear Mr. Schulman :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2015

Risk Factors

Our business is subject to extensive  government regulation…

Anti-Money Laundering and Counter -Terrorist Financing, page 20

1. You disclose that you entered into a settlement with the T reasury Department’s
Office of Foreign Assets Control (“OFAC”) regarding possible violations of OFAC
sanctions, and that you continue to cooperate with OFAC regarding other
transactions.  OFAC’s website and third party news articles state that the countrie s

Daniel H. Schulman
PayPal Holdings, Inc.
September 30, 2016
Page 2

 involved in the transactions underlying the settlement include Sudan.  Section 7.03(b)
of the credit and guarantee agreement you filed as Exhibit 10.6 to your Form 8 -K
dated July 17, 2015, indicates that you may engage in  activities with sanctioned
count ries, defined in the agreement to included Sudan and Syria,  to the extent such
activities are not  prohibited by sanctions .  Sudan and Syria are designated by the State
Department as state sponsors of terrorism, and are subject to U.S. economic sanctions
and export controls.  Your Form 10 -K does not provide disclosure about those
countries.  Please describe to us the nature and extent of any past, current, and
anticipated contacts with Sudan and Syria, whether through subsidiaries, affiliates,
distributors, resellers or other direct or indirect arrangements.  You should describe
any products or services you have provided to Sudan and Syria, directly or indirectly,
and any agreements, commercial arrangements, or other contacts with the
governments of those cou ntries or entities they control.

2. Please discuss the materiality of any contacts with Sudan or Syria you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in
quantitative terms, including the approximate dollar amounts of any associated
revenues, assets, and liabilities for the last three fiscal years and the subsequent
interim period .  Also, address materiality in terms of qua litative factors that a
reasonable investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a company’s reputation
and share value.  Various state and municipal governments, universities, a nd other
investors have proposed or adopted divestment or similar initiatives regarding
investment in companies that do business with U.S. -designated state sponsors of
terrorism.  You should address the potential impact of the investor sentiment
evidenced by such actions directed toward companies that have operations associated
with Sudan  and Syria .

Selected Financial Data, page 34

3. In future filings please also disclose income (loss) from continuing operations per
common share.  Please refer to Instructio n 2 of the Instructions to Item 301 of
Regulation S -K.

Form 10 -Q for the Quarter Ended June 30, 2016

Financial Statements

Note 1 – Overview and Summary of Significant Accounting Policies

Customer Accounts, page 9

4. We note your disclosures concerning t he changes in your cash flow statement

Daniel H. Schulman
PayPal Holdings, Inc.
September 30, 2016
Page 3

 classification between investing activities and financing activities, and we have the
following comments:

 We note that at December 31, 2015, your “funds receivable and customer
accounts” asset account was classified as cash flows from financing activities,
consistent with your historical presentation.  We further note that when you were
part of eBay, you provided us with a detailed explanation of why this asset
account was classified as cash flows from financing activ ities.  Please refer to
eBay’s letters to us dated April 26, 2013 and May 23, 2013, which are publicly
available on our website.  Please tell us whether your rationale for classifying this
asset account within cash flows from financing activities at Decemb er 31, 2015
was the same as the rationale expressed in those previous letter to us; if not,
please tell us in detail how your rationale for classifying this asset account as cash
flows from financing activities at December 31, 2015 differed from the views
previously expressed.

 We read in your Form 10 -Q that due to your approved plan to designate $800
million of European customer balances held in your  Luxembourg banking
subsidiary to be used to extend credit to your European customers you have
presented changes in funds receivable and customer accounts as cash flows from
investing activities based on the nature of the activity underlying your customer
accounts.  Please explain to us how this plan and your reclassi fication of $800
million of amounts previously included in funds receivable and customer accounts
in your balance sheet to cash and cash equivalents in your balance sheet caused a
change in the classification of cash flows related to the entire balance of funds
receivable and customer accounts  and triggered the movement of this account to
cash flows from investing activities .  Also tell us why, once you reclassified this
account to cash flows from investing activities, you revised the amounts
previously rep orted in your cash flow statement for purchases of investments and
maturities and sales of investments, and explain how you determined the amounts
allocated to these line items versus the funds receivable and customer accounts
line item .  If factors other than the designation of $800 million of customer
balances held in your Luxembourg banking subsidiary to be used to extend credit
to your European customers contributed to the change in classification of your
cash flows, please explain  these other factors t o us in detail .

Form 8 -K Filed July 21, 2016, Exhibit 99.1

5. The table titled “Reconciliation of GAAP Operating Margin to Non -GAAP Pro
Forma Operating Margin, GAAP Net Income to Non -GAAP Pro Forma Net Income
and GAAP Diluted EPS to Non -GAAP Pro Forma Diluted EPS” in your earnings
release does not appear consistent with Question 102.10 of the updated Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures issued on May 17,
2016 because it presents a full non -GAAP income statement.  Please consider the

Daniel H. Schulman
PayPal Holdings, Inc.
September 30, 2016
Page 4

 above -mentioned Interpretations in their entirety when preparing the disclosures to  be
included in your next earnings release.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing s include the information the Securities Exchan ge Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in response to staf f comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Sondra Snyder, Staff Accountant at (202) 551 -3332 or me at (202) 551 -
3737 with any questions.

Sincerely,

 /s/ Jennifer Thompson

 Jennifer Thompson
 Accounting Branch Chief
Office of Consumer Products

June 29, 2015

Daniel H. Schulman
President
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 9 5131

Re: PayPal Holdings, Inc.
Form 10 -12B
Filed February 25, 2015
File No. 001-36859

Dear Mr. Schulman :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or  the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequac y of the disclosure in the filing  to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Elizabeth C. Walsh for

Mara L. Ransom
Assistant Director

CORRESP
1
filename1.htm

PAYPAL HOLDINGS CORRESPONDENCE

 Wachtell, Lipton, Rosen & Katz

 MARTIN LIPTON

HERBERT M. WACHTELL

 PAUL VIZCARRONDO, JR.

PETER C. HEIN

 HAROLD S. NOVIKOFF

MEYER G. KOPLOW

 THEODORE N. MIRVIS

EDWARD D. HERLIHY

 DANIEL A. NEFF

ANDREW R. BROWNSTEIN

 MICHAEL H. BYOWITZ

PAUL K. ROWE

 MARC WOLINSKY

DAVID GRUENSTEIN

 STEVEN A. ROSENBLUM

STEPHANIE J. SELIGMAN

 JOHN F. SAVARESE

SCOTT K. CHARLES

 JODI J. SCHWARTZ

ADAM O. EMMERICH

GEORGE T. CONWAY III

 RALPH M. LEVENE

 RICHARD G.
MASON

 MICHAEL J. SEGAL

 DAVID M. SILK

ROBIN PANOVKA

 DAVID A. KATZ

ILENE KNABLE GOTTS

 DAVID M. MURPHY

JEFFREY M. WINTNER

 TREVOR S. NORWITZ

BEN M. GERMANA

 ANDREW J. NUSSBAUM

RACHELLE SILVERBERG

 STEVEN A. COHEN

DEBORAH L. PAUL

 DAVID C. KARP

RICHARD K. KIM

 JOSHUA R. CAMMAKER

MARK GORDON

 JOSEPH D. LARSON

LAWRENCE S. MAKOW

 51 WEST 52ND STREET

NEW YORK, N.Y. 10019-6150

TELEPHONE: (212) 403-1000

FACSIMILE: (212) 403-2000

GEORGE A. KATZ (1965-1989)

 JAMES
H. FOGELSON (1967-1991)

 LEONARD M. ROSEN (1965-2014)

OF COUNSEL

 JEANNEMARIE O’BRIEN

WAYNE M. CARLIN

 STEPHEN R. DiPRIMA

NICHOLAS G. DEMMO

 IGOR KIRMAN

JONATHAN M. MOSES

 T. EIKO STANGE

DAVID A. SCHWARTZ

 JOHN F. LYNCH

WILLIAM SAVITT

 ERIC M. ROSOF

MARTIN J.E. ARMS

 GREGORY E. OSTLING

DAVID B. ANDERS

 ANDREA K. WAHLQUIST

ADAM J. SHAPIRO

 NELSON O. FITTS

JOSHUA M. HOLMES

 DAVID E. SHAPIRO

DAMIAN G. DIDDEN

 ANTE VUCIC

 IAN BOCZKO

MATTHEW M. GUEST

 DAVID E. KAHAN

DAVID K. LAM

 BENJAMIN M. ROTH

JOSHUA A. FELTMAN

 ELAINE P. GOLIN

EMIL A. KLEINHAUS

 KARESSA L. CAIN

RONALD C. CHEN

 GORDON S. MOODIE

DONGJU SONG

 BRADLEY R. WILSON

GRAHAM W. MELI

 GREGORY E. PESSIN

CARRIE M. REILLY

 MARK F. VEBLEN

VICTOR GOLDFELD

 EDWARD J. LEE

BRANDON C. PRICE

KEVIN S. SCHWARTZ

 WILLIAM T. ALLEN

PETER C. CANELLOS

 DAVID M. EINHORN

KENNETH B. FORREST

 THEODORE GEWERTZ

MAURA R. GROSSMAN

 RICHARD D. KATCHER

DOUGLAS K. MAYER

 ROBERT B. MAZUR

PHILIP MINDLIN

 ROBERT M. MORGENTHAU

 DAVID S. NEILL BERNARD W. NUSSBAUM

LAWRENCE B. PEDOWITZ

 ERIC S. ROBINSON

PATRICIA A. ROBINSON*

 ERIC M. ROTH

MICHAEL W. SCHWARTZ

 ELLIOTT V. STEIN

WARREN R. STERN

 PATRICIA A. VLAHAKIS

AMY R. WOLF

 * ADMITTED IN THE DISTRICT OF COLUMBIA

 COUNSEL

 DAVID M. ADLERSTEIN

AMANDA K. ALLEXON

 LOUIS J. BARASH

DIANNA CHEN

 ANDREW J.H. CHEUNG

PAMELA EHRENKRANZ

KATHRYN GETTLES-ATWA

PAULA N. GORDON

 NANCY B. GREENBAUM

 MARK A.
KOENIG

 J. AUSTIN LYONS

 ALICIA C. McCARTHY

SABASTIAN V. NILES

 AMANDA N. PERSAUD

JEFFREY A. WATIKER

 DIRECT DIAL: (212) 403-1333

DIRECT FAX: (212) 403-2333

E-MAIL: TSNORWITZ@WLRK.COM

 June 26, 2015

VIA EDGAR TRANSMISSION

 Ms. Mara L. Ransom

 Assistant Director

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
PayPal Holdings, Inc.

Amendment No. 5 to Registration Statement on Form 10-12B

File No. 001-36859

 Dear Ms. Ransom:

On behalf of our client, PayPal Holdings, Inc. (“PayPal”), a Delaware corporation and a wholly owned subsidiary of eBay Inc.
(“eBay”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission the above-referenced Amendment No. 5 (the “Amendment”) to the above-referenced registration statement (the
“Registration Statement”), marked to show changes from Amendment No. 4 to the Registration Statement as filed on June 18, 2015.

If you have any questions regarding this filing, please contact the undersigned at (212) 403-1333.

Sincerely,

/s/ Trevor S. Norwitz

Trevor S. Norwitz

cc:
Michael R. Jacobson, Senior Vice President, Legal Affairs, General Counsel and Secretary

CORRESP
1
filename1.htm

Acceleration Request

 PAYPAL HOLDINGS, INC.

2211 North First Street

 San Jose,
California 95131

 June 26, 2015

 VIA
EDGAR

 Ms. Mara L. Ransom

 Assistant
Director

 Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:

PayPal Holdings, Inc.

Registration Statement on Form 10

 File No. 001-36859

 Dear Ms. Ransom:

Reference is made to the Registration Statement on Form 10 (File No. 001-36859) (as amended to date, the “Registration
Statement”), filed by PayPal Holdings, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”).

eBay Inc. (“eBay”) has set July 8, 2015 as the record date for the distribution of the shares of common stock of the Company,
which is scheduled to occur at 11:59 p.m., Eastern time, on July 17, 2015. eBay and the Company would like to make the information statement filed as an exhibit to the Registration Statement available to the stockholders of the Company as soon as
possible. Accordingly, the Company hereby requests that the effective date for the Registration Statement be accelerated to 4:00 p.m., Eastern time, on June 29, 2015, or as soon as practicable thereafter, pursuant to Section 12(d) of the U.S.
Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.

 In connection with this request, the Company hereby acknowledges
that:

•

should the Commission or the Staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If the Staff has any questions or comments concerning this letter, or if you require any additional information, please
feel free to contact Trevor S. Norwitz of Wachtell, Lipton, Rosen & Katz at (212) 403-1333. We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Norwitz and that such
effectiveness also be confirmed in writing.

Very truly yours,

PAYPAL HOLDINGS, INC.

By:

 /s/ Daniel H. Schulman

Name: Daniel H. Schulman

Title:   President and Chief Executive Officer

CORRESP
1
filename1.htm

SEC Letter

 Wachtell, Lipton, Rosen & Katz

 MARTIN LIPTON

HERBERT M. WACHTELL

 PAUL VIZCARRONDO, JR.

PETER C. HEIN

 HAROLD S. NOVIKOFF

MEYER G. KOPLOW

 THEODORE N. MIRVIS

EDWARD D. HERLIHY

 DANIEL A. NEFF

ANDREW R. BROWNSTEIN

 MICHAEL H. BYOWITZ

PAUL K. ROWE

 MARC WOLINSKY

DAVID GRUENSTEIN

 STEVEN A. ROSENBLUM

STEPHANIE J. SELIGMAN

 JOHN F. SAVARESE

SCOTT K. CHARLES

 JODI J. SCHWARTZ

ADAM O. EMMERICH

GEORGE T. CONWAY III

 RALPH M. LEVENE

 RICHARD G.
MASON

 MICHAEL J. SEGAL

 DAVID M. SILK

ROBIN PANOVKA

 DAVID A. KATZ

ILENE KNABLE GOTTS

 DAVID M. MURPHY

JEFFREY M. WINTNER

 TREVOR S. NORWITZ

BEN M. GERMANA

 ANDREW J. NUSSBAUM

RACHELLE SILVERBERG

 STEVEN A. COHEN

DEBORAH L. PAUL

 DAVID C. KARP

RICHARD K. KIM

 JOSHUA R. CAMMAKER

MARK GORDON

 JOSEPH D. LARSON

LAWRENCE S. MAKOW

 51 WEST 52ND STREET

NEW YORK, N.Y. 10019-6150

TELEPHONE: (212) 403-1000

FACSIMILE: (212) 403-2000

GEORGE A. KATZ (1965-1989)

 JAMES
H. FOGELSON (1967-1991)

 LEONARD M. ROSEN (1965-2014)

OF COUNSEL

 JEANNEMARIE O’BRIEN

WAYNE M. CARLIN

 STEPHEN R. DiPRIMA

NICHOLAS G. DEMMO

 IGOR KIRMAN

JONATHAN M. MOSES

 T. EIKO STANGE

DAVID A. SCHWARTZ

 JOHN F. LYNCH

WILLIAM SAVITT

 ERIC M. ROSOF

MARTIN J.E. ARMS

 GREGORY E. OSTLING

DAVID B. ANDERS

 ANDREA K. WAHLQUIST

ADAM J. SHAPIRO

 NELSON O. FITTS

JOSHUA M. HOLMES

 DAVID E. SHAPIRO

DAMIAN G. DIDDEN

 ANTE VUCIC

 IAN BOCZKO

MATTHEW M. GUEST

 DAVID E. KAHAN

DAVID K. LAM

 BENJAMIN M. ROTH

JOSHUA A. FELTMAN

 ELAINE P. GOLIN

EMIL A. KLEINHAUS

 KARESSA L. CAIN

RONALD C. CHEN

 GORDON S. MOODIE

DONGJU SONG

 BRADLEY R. WILSON

GRAHAM W. MELI

 GREGORY E. PESSIN

CARRIE M. REILLY

 MARK F. VEBLEN

VICTOR GOLDFELD

 EDWARD J. LEE

BRANDON C. PRICE

KEVIN S. SCHWARTZ

 WILLIAM T. ALLEN

PETER C. CANELLOS

 DAVID M. EINHORN

KENNETH B. FORREST

 THEODORE GEWERTZ

MAURA R. GROSSMAN

 RICHARD D. KATCHER

DOUGLAS K. MAYER

 ROBERT B. MAZUR

PHILIP MINDLIN

 ROBERT M. MORGENTHAU

 DAVID S. NEILL BERNARD W. NUSSBAUM

LAWRENCE B. PEDOWITZ

 ERIC S. ROBINSON

PATRICIA A. ROBINSON*

 ERIC M. ROTH

MICHAEL W. SCHWARTZ

 ELLIOTT V. STEIN

WARREN R. STERN

 PATRICIA A. VLAHAKIS

AMY R. WOLF

 * ADMITTED IN THE DISTRICT OF COLUMBIA

 COUNSEL

 DAVID M. ADLERSTEIN

AMANDA K. ALLEXON

 LOUIS J. BARASH

DIANNA CHEN

 ANDREW J.H. CHEUNG

PAMELA EHRENKRANZ

KATHRYN GETTLES-ATWA

PAULA N. GORDON

 NANCY B. GREENBAUM

 MARK A.
KOENIG

 J. AUSTIN LYONS

 ALICIA C. McCARTHY

SABASTIAN V. NILES

 AMANDA N. PERSAUD

JEFFREY A. WATIKER

 DIRECT DIAL: (212) 403-1333

DIRECT FAX: (212) 403-2333

E-MAIL: TSNORWITZ@WLRK.COM

 June 18, 2015

VIA EDGAR TRANSMISSION

 Ms. Mara L. Ransom

Assistant Director

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
PayPal Holdings, Inc.

Amendment No. 4 to Registration Statement on Form 10-12B

File No. 001-36859

 Dear Ms. Ransom:

On behalf of our client, PayPal Holdings, Inc. (“PayPal”), a Delaware corporation and a wholly owned subsidiary of eBay Inc.
(“eBay”), we hereby transmit via EDGAR for filing with the Securities and Exchange Commission the above-referenced Amendment No. 4 (the “Amendment”) to the above-referenced registration statement (the
“Registration Statement”), marked to show changes from Amendment No. 3 to the Registration Statement as filed on June 2, 2015.

If you have any questions regarding this filing, please contact the undersigned at (212) 403-1333.

Sincerely,

/s/ Trevor S. Norwitz

Trevor S. Norwitz

cc:
Michael R. Jacobson, Senior Vice President, Legal Affairs, General Counsel and Secretary

CORRESP
1
filename1.htm

CORRESP

         Wachtell, Lipton, Rosen & Katz

 MARTIN LIPTON

 HERBERT M. WACHTELL

PAUL VIZCARRONDO, JR.

 PETER C. HEIN

HAROLD S. NOVIKOFF

 MEYER G. KOPLOW

THEODORE N. MIRVIS

 EDWARD D. HERLIHY

DANIEL A. NEFF

 ANDREW R. BROWNSTEIN

MICHAEL H. BYOWITZ

 PAUL K. ROWE

MARC WOLINSKY

 DAVID GRUENSTEIN

STEVEN A. ROSENBLUM

 STEPHANIE J. SELIGMAN

JOHN F. SAVARESE

 SCOTT K. CHARLES

JODI J. SCHWARTZ

 ADAM O. EMMERICH

GEORGE T. CONWAY III

 RALPH M. LEVENE

 RICHARD G. MASON

MICHAEL J. SEGAL

 DAVID M. SILK

ROBIN PANOVKA

 DAVID A. KATZ

ILENE KNABLE GOTTS

 DAVID M. MURPHY

JEFFREY M. WINTNER

 TREVOR S. NORWITZ

BEN M. GERMANA

 ANDREW J. NUSSBAUM

RACHELLE SILVERBERG

 STEVEN A. COHEN

DEBORAH L. PAUL

 DAVID C. KARP

RICHARD K. KIM

 JOSHUA R. CAMMAKER

MARK GORDON

 JOSEPH D. LARSON

LAWRENCE S. MAKOW

 51 WEST 52ND STREET

NEW YORK, N.Y. 10019-6150

TELEPHONE:    (212) 403 -1000

FACSIMILE:    (212) 403 -2000

 GEORGE A. KATZ
(1965-1989)

 JAMES H. FOGELSON (1967-1991)

LEONARD M. ROSEN (1965-2014)

 OF COUNSEL

 JEANNEMARIE O’BRIEN

 WAYNE M.
CARLIN

 STEPHEN R. DiPRIMA

 NICHOLAS G. DEMMO

IGOR KIRMAN

 JONATHAN M. MOSES

T. EIKO STANGE

 DAVID A. SCHWARTZ

JOHN F. LYNCH

 WILLIAM SAVITT

ERIC M. ROSOF

 MARTIN J.E. ARMS

GREGORY E. OSTLING

 DAVID B. ANDERS

ANDREA K. WAHLQUIST

 ADAM J. SHAPIRO

NELSON O. FITTS

 JOSHUA M. HOLMES

DAVID E. SHAPIRO

 DAMIAN G. DIDDEN

ANTE VUCIC

 IAN BOCZKO

 MATTHEW M. GUEST

DAVID E. KAHAN

 DAVID K. LAM

BENJAMIN M. ROTH

 JOSHUA A. FELTMAN

ELAINE P. GOLIN

 EMIL A. KLEINHAUS

KARESSA L. CAIN

 RONALD C. CHEN

GORDON S. MOODIE

 DONGJU SONG

BRADLEY R. WILSON

 GRAHAM W. MELI

GREGORY E. PESSIN

 CARRIE M. REILLY

MARK F. VEBLEN

 VICTOR GOLDFELD

EDWARD J. LEE

 BRANDON C. PRICE

KEVIN S. SCHWARTZ

 WILLIAM T. ALLEN

 PETER C. CANELLOS

DAVID M. EINHORN

 KENNETH B. FORREST

THEODORE GEWERTZ

 MAURA R. GROSSMAN

RICHARD D. KATCHER

 DOUGLAS K. MAYER

ROBERT B. MAZUR

 PHILIP MINDLIN

ROBERT M. MORGENTHAU

 DAVID S. NEILL

 BERNARD W. NUSSBAUM

LAWRENCE B. PEDOWITZ

 ERIC S. ROBINSON

PATRICIA A. ROBINSON*

 ERIC M. ROTH

MICHAEL W. SCHWARTZ

 ELLIOTT V. STEIN

WARREN R. STERN

 PATRICIA A. VLAHAKIS

AMY R. WOLF

 * ADMITTED IN THE DISTRICT OF COLUMBIA

 COUNSEL

 DAVID M. ADLERSTEIN

 AMANDA K. ALLEXON

LOUIS J. BARASH

 DIANNA CHEN

ANDREW J.H. CHEUNG

 PAMELA EHRENKRANZ

KATHRYN GETTLES-ATWA

PAULA N. GORDON

 NANCY B. GREENBAUM

 MARK A. KOENIG

J. AUSTIN LYONS

 ALICIA C. McCARTHY

SABASTIAN V. NILES

 AMANDA N. PERSAUD

JEFFREY A. WATIKER

 June 2, 2015

VIA HAND DELIVERY AND EDGAR

 Ms. Mara L.
Ransom

 Assistant Director

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
PayPal Holdings, Inc.

 Amendment No. 2 to Registration Statement on Form 10-12B

Filed May 14, 2015

 File No.
001-36859

 Dear Ms. Ransom:

 On behalf
of our client, PayPal Holdings, Inc. (“PayPal” or the “Company”), a Delaware corporation and a wholly owned subsidiary of eBay Inc. (“eBay”), we are providing the Company’s responses to the
comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated May 26, 2015, with respect to
PayPal’s Registration Statement on Form 10, as amended (File No. 001-36859) (the “Registration Statement”).

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 June 2, 2015

  Page
 2

 This letter and Amendment No. 3 (“Amendment No. 3”) to the
Registration Statement are being filed electronically via the EDGAR system today. In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with six copies of Amendment No. 3 marked to indicate changes from the
version of the Registration Statement filed on May 14, 2015.

 For the Staff’s convenience, the text of the Staff’s comments
is set forth below in bold, followed in each case by PayPal’s response. Terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 3. All references to page numbers in these responses are to the pages of
the information statement filed as Exhibit 99.1 (the “Information Statement”) in the marked version of Amendment No. 3.

PayPal Holdings, Inc. Amendment No. 2 to Form 10-12B filed May 14, 2015

General

1.
In responding to our comments, please provide a written statement from PayPal Holdings, Inc. acknowledging that:

•

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Response: The Company acknowledges the Staff’s comment and has provided the requested written statement at the end of this
letter.

 Exhibit 99.1

 Summary
Historical and Unaudited Pro Forma Condensed Combined Financial Data, page 13

2.
You state on page 13 that you derived the combined statement of income data for the quarter ended March 31, 2015 and 2014 from your audited combined financial statements included elsewhere in the information
statement. As the March 31, 2015 and 2014 combined financial statements starting on page F-41 are labeled as unaudited, please revise your disclosure on page 13 for consistency.

Response: The Information Statement has been revised on page 13 in response to the Staff’s comment.

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 June 2, 2015

  Page
 3

3.
Please tell us whether you provided balance sheet information as of March 31, 2014 here and on page 52 due to the seasonal fluctuations of your financial condition. If so, tell us how you considered providing an
interim balance sheet as of March 31, 2014 within your historical financial statements. If you do not experience seasonal fluctuations in your financial condition warranting inclusion of a March 31, 2014 balance sheet within your
historical financial statements, please revise your disclosure so that you no longer indicate that the March 31, 2014 balance sheet information is derived from the financial statements included elsewhere in this filing.

Response: PayPal respectfully advises the Staff that it does not experience significant seasonal fluctuations in its financial
condition and, therefore, did not provide an interim balance sheet as of March 31, 2014 within the Company’s historical combined financial statements. The Information Statement has been revised on page 52 to state that the combined balance
sheet data as of March 31, 2014 was derived from PayPal’s underlying financial records, which were derived from the financial records of eBay.

4.
As you have populated pro forma earnings per share in your unaudited pro forma financial statements on pages 54 and 55, please also populate pro forma earnings per share within this section as well as selected
financial data on page 52.

 Response: The Information Statement has been revised on page 52 in response to
the Staff’s comment.

 Unaudited Pro Forma Condensed Combined Financial Statements

Unaudited Pro Forma Condensed Combined Statement of Income, page 54

5.
We note your revision to footnote (b) in response to comment 4. Your current disclosure indicates that eBay’s customer protection program will no longer be administered by PayPal, and therefore these costs
will not be reimbursed by eBay after the distribution. Based on this disclosure, it appears that the net impact on your expenses would be zero as you would no longer incur these expenses or receive reimbursement for them. To better clarify why your
expenses will increase, please also disclose in footnote (b) that you will extend your customer protection program to your customers’ purchases on eBay, and therefore you will incur incremental costs associated with your customer
protection programs after the distribution.

 Response: The Information Statement has been revised on page
57 in response to the Staff’s comment.

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 June 2, 2015

  Page
 4

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Impact of Foreign Currency Rates, page 74

6.
We note your statement on page 75 that foreign currency movements relative to the U.S. dollar did not have a significant impact on net income for the three months ended March 31, 2015. Please explain to us in
more detail how you concluded that there was no significant impact on net income for the three months ended March 31, 2015. As part of your response, please tell us why a decrease in revenue of $80 million did not result in a similar
decrease in pre-tax income, including whether you experienced offsetting declines in expenses. If you experienced offsetting declines in expenses, please revise your disclosure to clarify that to your investors.

Response: PayPal supplementally advises the Staff that in assessing the impact of changes in foreign currency exchange rates on
net income, it has considered the impact on both net revenues, which the current disclosure on pages 74 and 75 of the Information Statement quantifies, and the impact on total operating expenses. Because certain operating expenses are incurred in
foreign currencies, PayPal has experienced an offsetting decline in total operating expenses due to the strengthening of the U.S. dollar. This decline in operating expenses materially offset the unfavorable impact to net revenues, which is why the
Information State includes the statement that foreign currency movements relative to the U.S. dollar did not have a significant impact on net income.

The Information Statement has been revised on pages 74 and 75 in response to the Staff’s comment.

Financial Results—Three Months Ended March 31, 2015 and 2014

Transaction expense, page 81

7.
We note that the funding mix used by your customers became more favorable from 2012 to 2013, from 2013 to 2014 and from the three months ended March 31, 2014 to the three months ended March 31, 2015. Please
tell us how you considered addressing this apparent trend in more detail to provide your investors with greater insight into the underlying factors that have driven the improvement in your transaction expense rate and to allow your investors to
better assess the likelihood that such a trend will continue.

 Response: The Company supplementally advises
the Staff that cost efficiencies from its global platform and funding mix were the primary underlying factors contributing to favorable transaction expense rates in the three months ended March 31, 2015 compared to the three months ended
March 31, 2014. The Information Statement has been revised on page 81 in response to the Staff’s comment to provide further clarification of these

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 June 2, 2015

  Page
 5

factors. The Company also supplementally advises the Staff that other factors disclosed on page 77 of the Information Statement, such as the markets in which transactions occur, the prices that
payment processors and other financial institutions charge PayPal to draw funds from a customer’s credit or debit card (including annual network fee increases), bank account or other funding source, product mix, and fluctuations in foreign
currency exchange rates can impact transaction expense rates. However, these factors did not have a significant impact on the transaction expense rate in the three months ended March 31, 2015 compared to the three months ended March 31,
2014. If these other factors become significant drivers of changes in transaction expense rates in the future, the Company will disclose the impact of such factors in its filings with the Commission.

Restructuring, page 83

8.
We note that you expect to generate annual savings of more than $130 million from your global workforce reduction plan. Please revise your disclosure to identify the line items on your income statement that you
expect to be materially impacted. Additionally, please tell us if you expect material reductions to revenue resulting from this reduction in workforce and if you expect these cost reductions to be offset by material increases in other expenses. If
so, please further revise your analysis of results of operations to address these matters and provide quantification where possible. Refer to SAB Topic 5:P.4.

Response: The Company supplementally advises the Staff that the workforce reduction plan will primarily impact sales and
marketing and product development expenses. As disclosed on page 83 of the Information Statement, the Company intends to reinvest a majority of the savings back into its business in order to drive additional growth. These additional expenses are
expected to offset the benefits from the workforce reduction in each of the impacted expense line items. The Company also supplementally advises the Staff that it does not expect material reductions to revenue resulting from this workforce
reduction.

 Compensation Discussion and Analysis

Severance and Change in Control Arrangements with Executive Officers…, page 107

9.
We note that in the event of a termination of Mr. Schulman’s employment by you without cause or resignation of Mr. Schulman for good reason following a change in control you will be obligated to pay
and provide certain benefits. Please expand your disclosure to briefly define “without cause,” “good reason” and “change in control.” Please also define the terms “without cause” and “good reason” as
they relate to Mr. Ready’s Braintree RSU agreements.

 Response: The Information Statement has
been revised on pages 122-126 in response to the Staff’s comment.

*        *        *

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 June 2, 2015

  Page
 6

 In response to your request, the Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing and the revisions to the Registration Statement have been responsive to the Staff’s comments. If you have any
questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1333 or by email at TSNorwitz@wlrk.com.

Sincerely,

/s/ Trevor S. Norwitz

Trevor S. Norwitz

 Enclosures

cc:
Michael R. Jacobson, Senior Vice President, Legal Affairs, General Counsel and Secretary, eBay Inc.

Brian J. Doerger, Vice President, Chief Accounting Officer, eBay Inc.

 PAYPAL HOLDINGS, INC.

2211 North First Street

 San Jose,
California 95131

 June 2, 2015

VIA HAND DELIVERY AND EDGAR

Ms. Mara L. Ransom

 Assistant Director

Division of Corporate Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
PayPal Holdings, Inc.

Amendment No. 2 to Registration Statement on Form 10

Filed May 14, 2015

File
No. 001-36859

Dear Ms. Ransom:

 Thank you for your
letter dated May 26, 2015 addressed to PayPal Holdings, Inc. (“PayPal” or the “Company”) setting forth comments of the staff (the “Staff”) of the Division of Corporation Finance of the U.S.
Securities and Exchange Commission (the “Commission”) with respect to PayPal’s Registration Statement on Form 10 (File No. 001-36859) (the “Registration Statement”).

PayPal’s responses to the Staff’s comments are set forth in a separate letter from outside counsel that is enclosed with this
letter. I

May 26 , 2015

Daniel H. Schulman
President
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131

John J. Donahoe
Chief Executive Officer
eBay Inc.
2065 Hamilton Avenue
San Jose, California 95125

Re: PayPal Holdings, Inc.
 Amendment No. 2 to Form 10-12B
Filed May 14 , 2015
File No. 001 -36859
eBay Inc.
Form 10 -K for Fiscal Year Ended December 31, 2014
Response dated May 14 , 2015
File No. 000 -24821

Dear M essrs . Schulman and Donahoe :

We have reviewed  your May 14 , 2015 response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your r esponse.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our May 7, 2015
letter .

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 26, 2015
Page 2

 PayPa l Holdings, Inc. Amendment No. 2  to Form  10-12B filed May 14 , 2015

General

1. In responding to our comments, please provide a written statement from PayPal
Holdings, Inc. acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated
by the Commissi on or any person under the federal securities laws of the United
States.

Exhibit 99.1

Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data, page 13

2. You state on page 13 that you derived the combined statement of income data for t he
quarter ended March 31, 2015 and 2014 from your audited combined financial statements
included elsewhere in the information statement.  As the March 31, 2015 and 2014
combined financial statements starting on page F -41 are labeled as unaudited, please
revise your disclosure on page 13 for consistency.

3. Please tell us whether you provided balance sheet information as of March 31, 2014 here
and on page 52 due to the seasonal fluctuations of your financial condition.  If so, tell us
how you considered pro viding an interim balance sheet as of March 31, 2014 within your
historical financial statements.  If you do not experience seasonal fluctuations in your
financial condition warranting inclusion of a March 31, 2014 balance sheet within your
historical fina ncial statements, please revise your disclosure so that you no longer
indicate that the March 31, 2014 balance sheet information is derived from the financial
statements included elsewhere in this filing.

4. As you have populated pro forma earnings per share  in your unaudited pro forma
financial statements on pages 54 and 55, please also populate pro forma earnings per
share within this section as well as selected financial data on page 52.

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 26, 2015
Page 3

 Unaudited Pro Forma Condensed Combined Financial Statements

Unaudited Pro Forma Condensed Combined Statement of Income, page 54

5. We note your revision to footnote (b) in response to comment 4.  Your current disclosure
indicates that eBay’s customer protection program will no longer be administered by
PayPal, and th erefore these costs will not be reimbursed by eBay after the distribution.
Based on this disclosure, it appears that the net impact on your expenses would be zero as
you would no longer incur these expenses or receive reimbursement for them.  To better
clarify why your expenses will increase, please also disclose in footnote (b) that you will
extend your customer protection program to your customers’ purchases on eBay, and
therefore you will incur incremental costs associated with your customer protection
programs after the distribution.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Impact of Foreign Currency Rates, page 74

6. We note your statement on page 75 that foreign currency movements relative to the U.S.
dolla r did not have a significant impact on net income for the three months ended March
31, 2015.  Please explain to us in more detail how you concluded that there was no
significant impact on net income for the three months ended March 31, 2015.  As part of
your response, please tell us why a decrease in revenue of $80 million did not result in a
similar decrease in pre -tax income, including whether you experienced offsetting declines
in expenses.   If you experienced offsetting declines in expenses, please revi se your
disclosure to clarify that to your investors.

Financial Results —Three Months Ended March 31, 2015 and 2014

Transaction expense, page 81

7. We note that the funding mix used by your customers became more favorable from 2012
to 2013, from 2013 to 201 4 and from the three months ended March 31, 2014 to the three
months ended March 31, 2015.  Please tell us how you considered addressing this
apparent trend in more detail to provide your investors with greater insight into the
underlying factors that have  driven the improvement in your transaction expense rate and
to allow your investors to better assess the likelihood that such a trend will continue.

Restructuring, page 83

8. We note that you expect to generate annual savings of more than $130 million from  your
global workforce reduction plan.  Please revise your disclosure to identify the line items
on your income statement that you expect to be materially impacted.  Additionally, please

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 26, 2015
Page 4

 tell us if you expect material reductions to revenue resulting from this reduction in
workforce and if you expect these cost reductions to be offset by material increases in
other expenses.  If so, please further revise your analysis of results of operations to
address these matters and  provid e quantification where possibl e.  Refer to SAB Topic
5:P.4.

Compensation Discussion and Analysis

Severance and Change in Control Arrangements with Executive Officers …, page 107

9. We note that in the event of a termination of Mr. Schulman’s employment by you without
cause or resignation of Mr. Schulman for good reason following a change in control you
will be obligated to pay and provide certain benefits.  Please expand your disclosure  to
briefly define  “without cause,”  “good reason ” and “change in control.”   Please also
define the terms “without cause” and “good reason” as they relate to Mr. Ready’s
Braintree RSU agreements.

eBay Inc. Form 10 -K for Fiscal Year Ended December 31, 2014

Item 9A: Controls and Procedures, page 72

10. We are still considering your response to comment 16 and may have further comments .

Form 10 -Q for the Quarterly Period Ended March 31, 2015

Item 2: Management's Discussion and Analysis of Financial Condition an d Results of Operations

Results of Operations

General and Administrative, page 37

11. We note your response to comment 18.  Please confirm our assumption, if true, that no
income statement line items other than general and administrative expenses are materi ally
impacted by your global workforce reduction plan, including that you do not expect
material reductions to revenue resulting from this reduction in workforce and that you do
not expect these cost reductions to be offset by material increases in other e xpenses.  If
our assumption is incorrect, please further revise your analysis of results of operations to
address these matters.

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 26, 2015
Page 5

 You may contact Jarrett Torno, Staff Accountant , at (202) 551 -3703 or Jennifer
Thompson, Accounting Branch Chief, at (202) 551-3737 if you have questions regarding
comments on the financial statements and re lated matters.  Please contact Daniel Porco, Staff
Attorney , at (202) 551 -3477 or Liz Walsh, Staff Attorney, at (202) 551 -3696 or  me at (202) 551 -
3720 with any other questions.

Sincerely,

  /s/ Jennifer Thompson   for

Mara L. Ransom
Assistant Director

CORRESP
1
filename1.htm

SEC Letter

 May 14, 2015

VIA HAND DELIVERY AND EDGAR

 Ms. Mara L. Ransom

 Assistant Director

 Division of Corporate Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
PayPal Holdings, Inc.

 Amendment No. 1 to Registration Statement on Form 10-12B

Filed April 9, 2015

File No. 001-36859

 Dear Ms. Ransom:

On behalf of our client, PayPal Holdings, Inc. (“PayPal” or the “Company”), a Delaware corporation and a
wholly owned subsidiary of eBay Inc. (“eBay”), we are providing the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) set forth in your letter, dated May 7, 2015, with respect to PayPal’s Registration Statement on Form 10, as amended (File No. 001-36859) (the “Registration Statement”).

 This letter and Amendment No. 2 (“Amendment No. 2”) to the Registration Statement are being filed
electronically via the EDGAR system today. In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with six copies of Amendment

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 May 14, 2015

  Page
 2

No. 2 marked to indicate changes from the version of the Registration Statement filed on April 9, 2015.

For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by PayPal’s
response. Terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 2. All references to page numbers in these responses are to the pages of the information statement filed as Exhibit 99.1 (the
“Information Statement”) in the marked version of Amendment No. 2.

 PayPal Holdings, Inc. Amendment No. 1 to Form 10-12B
filed April 9, 2015

 Exhibit 99.1

PayPal, page 7

1.
We note your response to comment 2. Your current disclosure indicates that a market may be something other than an individual country, but it does not clearly explain under what circumstances you have defined a
market as something other than an individual country. In light of the focus that your filing places on the number of markets in which you operate, please explain this matter to us in more detail, and revise your disclosure to better explain this
matter to your investors.

 Response: PayPal previously revised the disclosure in the Information Statement
to indicate that a market is “a geographic area or political jurisdiction, such as a country, territory or protectorate.” In response to the Staff’s comment, the Information Statement has been further revised on pages 7 and 59 to
clarify that territories and protectorates (such as Puerto Rico and Hong Kong) included in the definition of a “market” are identified by a distinct set of laws and regulations. PayPal supplementally advises the Staff that a complete list
of the Company’s markets can be found at the following link: https://www.paypal.com/us/webapps/mpp/country-worldwide. Our goal in highlighting the markets we serve is to allow potential customers in jurisdictions across the world to easily
understand if our products are available to them.

 Selected Historical Combined Financial Data of PayPal, page 50

2.
We note your response to comment 4. Please revise your introductory paragraph to the selected financial data to discuss the pro forma financial information and state from where it was derived.

Response: The Information Statement has been revised on page 52 in response to the Staff’s comment.

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 May 14, 2015

  Page
 3

 Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 54

3.
Footnote (a) appears to indicate that you will earn lower revenue from eBay after the separation. Please explain to us in more detail why you will earn lower revenue from eBay for your payment services after the
separation. Additionally, please revise this footnote to either disclose more information about this reduction in revenue from eBay or provide a cross-reference to another location in your filing where you have discussed this matter.

 Response: PayPal supplementally advises the Staff that it expects to earn lower revenue from eBay after
the separation and distribution as a result of the specific terms negotiated in certain commercial agreements that stipulate lower transaction fees than those historically charged to eBay. We advise the Staff that the transaction fees charged to
eBay under the historical and new arrangements are both within the range of fees charged to similar merchants. The Information Statement has been revised on page 57 in response to the Staff’s comment.

4.
Please refer to the third sentence of footnote (b). Please tell us whether the statement “these expenses were historically eliminated in eBay’s consolidated financial statements” indicates that
eBay’s consolidated financial statements did not capture the costs incurred by the consolidated company related to Buyer Protection Losses and Buyer Protection Services. If so, please tell us the basis in GAAP for not reflecting these expenses
in eBay’s consolidated financial statements. If not, please revise your footnote to better explain this matter.

Response: The Information Statement has been revised on page 57 in response to the Staff’s comment. PayPal supplementally
advises the Staff that eBay’s consolidated financial statements capture the expenses incurred by the consolidated company related to protection program losses and services.

Business, page 55

5.
We note your response to comment 12. Please revise the disclosure in your registration statement to clarify the role of both Braintree and Venmo in your business. Please also explain how these acquisitions
“strengthened” your business if “nearly all of the services provided by Braintree and Venmo are provided by other PayPal products.”

Response: The Information Statement has been revised on page 61 in response to the Staff’s comment. PayPal supplementally
advises the Staff that although PayPal’s products provided mobile payment capabilities and served a wide variety of merchants

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 May 14, 2015

  Page
 4

prior to PayPal’s acquisition of Braintree and Venmo, these companies’ specific focus on mobile payments and a new class of retailers have enabled PayPal to achieve greater commercial
penetration and success in these areas. PayPal is also integrating Braintree’s products and one touch technology into existing PayPal products to enhance such existing products’ functionality and capabilities.

Protecting Merchants and Consumers, page 60

6.
We note your response to comment 16. Please revise the disclosure in your registration statement to clarify the basis for your statement that your protections for merchants and consumers “are generally much
broader than those protections provided by other participants in the payments industry.”

 Response:
The Information Statement has been revised on page 65 in response to the Staff’s comment.

 Liquidity and Capital Resources, page 77

7.
We note your response to comment 21. We also note that you continue to list funding through your strategic and financial partners as a possible source of future funding on pages 77 and 78. Please revise your
disclosure to better explain who your strategic and financial partners are other than eBay, as we believe this may be unclear to your investors.

Response: The Information Statement has been revised on pages 87 and 88 in response to the Staff’s comment.

Combined Statement of Income, page F-4

8.
We note your response to comment 24 and have the following comments:

•

It appears from your response that the costs classified by eBay as your cost of services are presented on your income statement as transaction expense and customer support and operations. It also appears that
you could present these two line items directly below net revenue and then present a subtotal which would appropriately capture your gross profit. Please confirm these assumptions, if true, or explain this matter to us in more detail; and

•

Additionally, please tell us in more detail why you do not believe gross profit is a meaningful measure of performance for a company such as PayPal. Please note that we would not object to your presentation of
more than one line item within the cost of services category of expenses.

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 May 14, 2015

  Page
 5

 Response: PayPal respectfully advises the Staff that:

•

The sum of transaction expense and customer support and operations presented in the Information Statement does not equal PayPal’s portion of cost of net revenues as classified in eBay’s Form 10-K for the year
ended December 31, 2014 (the “eBay Form 10-K”). Certain costs that eBay classifies as cost of net revenues, such as portions of depreciation and amortization, are not included in PayPal’s presentation of customer
support and operations in the Information Statement. Conversely, there are certain expenses presented in customer support and operations in the Information Statement that eBay excludes from cost of net revenues in its Statement of Income because the
expenses are not directly attributable to revenue-generating activities.

•

PayPal believes that due to the nature of its business, the presentation of PayPal’s operating expenses based on the type of cost provides more relevant and meaningful information than the presentation of cost of
services or gross profit. As a subsidiary of eBay, PayPal followed eBay’s presentation that included cost of net revenues and gross profit, which is more relevant to eBay’s business. As a separate Company, PayPal believes that the
combination of similar costs is more relevant than allocating costs based on whether they may be directly or indirectly attributable to revenue-generating activities. PayPal’s presentation of its Statement of Income is also consistent with the
manner in which its management measures operating performance. We supplementally advise the Staff that other payments companies, such as MasterCard and Visa, also present operating expenses by their nature and do not include a measure of cost
of services or gross profit. For these reasons, PayPal believes its presentation of expenses in the Information Statement is more meaningful than presenting cost of services and enhances the ability of investors to compare PayPal’s
financial performance with the financial performance of other payments companies.

 Notes to Combined Financial Statements

Note 1 – Overview and Summary of Significant Accounting Policies, page F-8

9.
We note your response to comment 23. If you do not include audited financial statements of PayPal please revise your disclosures concerning PayPal here or in another footnote to the predecessor’s financial
statements to clearly state, if true, that PayPal has not commenced operations and has no assets or liabilities. Additionally, please confirm our assumption, if true, that PayPal has no commitments or contingent liabilities.

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 May 14, 2015

  Page
 6

 Response: PayPal acknowledges the Staff’s comment and confirms the
Staff’s assumption that PayPal has no commitments or contingent liabilities. The Information Statement has been revised on page F-8 in response to the Staff’s comment.

10.
We note your response to comment 26. You state in your response that revenues earned from eBay and its subsidiaries were excluded from net revenues of the Payments segment presented in eBay’s Form 10-K. However,
we note that you disclose a line item on page F-18 of eBay’s Form 10-K for the fiscal year ended December 31, 2014 (“eBay 2014 10-K”) entitled “[e]limination of inter-segment net revenue.” We have the following
comments:

•

Please tell us what is included in the “[e]limination of inter-segment net revenue” line item, whether revenues earned from other operating segments of eBay were included in the revenues presented
for each of eBay’s reportable segments, and if so the amounts;

•

Please also tell us how eBay complied with ASC 280-10-50-22, which requires the disclosure of revenues from external customers as well as revenues from other operating segments if the amounts are included in
the determination of operating income (loss) or are otherwise regularly provided to your CODM;

•

We note your disclosure on page F-30 that you recorded revenues of $113 million that were earned from eBay and its subsidiaries for the year ended December 31, 2014, which is larger than the $57 million
of intercompany revenues that were eliminated from total reportable segment revenues to arrive at consolidated eBay net income. Please tell us why the amount eliminated is less than the amount your Payments segment earned from eBay and its
subsidiaries; and

•

Please provide us with a reconciliation from the amount of net revenues for the year ended December 31, 2014 of the Payments segment presented in the eBay 2014 10-K to the amount of PayPal Inc. net
revenues presented in the Information Statement.

 Response: The Company supplementally advises the Staff
that:

•

 The line item on page F-18 of the eBay Form 10-K titled “elimination of inter-segment net revenue” includes intercompany revenue presented
in eBay’s reportable segments. Net revenues for each of eBay’s reportable segments presented in the eBay Form 10-K includes certain revenues earned between each of eBay’s operating segments. The table below summarizes the amount of
intercompany revenue included in each reportable segment and, therefore,

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 May 14, 2015

  Page
 7

eliminated to arrive at eBay’s consolidated net revenues as disclosed in the eBay Form 10-K:

 $ in millions

FY 14

 Payments

16

 Marketplaces

8

 Enterprise

21

 Corporate and other

12

 Elimination of inter-segment net revenue

57

•

PayPal acknowledges the guidance set forth in ASC 280-10-50-22 and confirms to the Staff that the presentation of net revenues for each of eBay’s reportable segments presented in the eBay Form 10-K, which includes
revenues from external customers and the above noted intercompany revenues earned between each of eBay’s operating segments, is consistent with the information that is regularly reviewed by eBay’s CODM and therefore complies with the
disclosure requirements in the standard.

•

As disclosed in Note 11 on page F-30 of the Information Statement, PayPal recorded revenues of $113 million that were earned from eBay and its subsidiaries for the year ended December 31, 2014. Of this
amount, $16 million of intercompany revenue is included in eBay’s Payments segment revenue and represents transaction revenues earned from eBay Enterprise in arrangements where customers received payments through PayPal, but for which no
fee was charged by PayPal directly to the customer. The incremental intercompany net revenues of approximately $97 million that were not presented in eBay’s Payments segment revenue relates to intercompany revenue earned on eBay
marketplaces-owned PayPal accounts, which are not included in the Payments segment operating income (loss) regularly reviewed by eBay’s CODM.

•

The following is a reconciliation of 2014 net revenues reported in the Payments segment presented in the eBay Form 10-K to the amount of PayPal net revenues presented in the Information Statement:

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 May 14, 2015

  Page
 8

 $ in millions

FY 14

 Payments segment revenue per eBay Form 10-K

7,904

 Incremental intercompany revenue1

97

 Other net adjustments to revenue in carve-out financial statements2

24

 Net revenues per PayPal Form 10

8,025

1
Consists of $113 million net revenues earned from eBay and its subsidiaries as disclosed

May 7 , 2015

Daniel H. Schulman
President
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131

John J. Donahoe
Chief Executive Officer
eBay Inc.
2065 Hamilton Avenue
San Jose, California 95125

Re: PayPal Holdings, Inc.
 Amendment No. 1 to Form 10-12B
Filed April 9, 2015
File No. 001 -36859
eBay Inc.
Form 10 -K for Fiscal Year Ended December 31, 2014
Response dated April 9, 2015
File No. 000 -24821

Dear M essrs . Schulman and Donahoe :

We have reviewed  your April 9, 2015 response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your r esponse.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our March 27,
2015 letter .

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 7, 2015
Page 2

 PayPal Holdings, Inc. Amendment No. 1 to Form  10-12B filed April 9, 2015

Exhibit 99.1

PayPal, page 7

1. We note your response to comment 2.  Your current disclosure indicates that a market
may be something other than an individual country, but it does not clearly explain under
what circumstances you have defined a market as something other than an individual
country.  In light of the focus that your filing places on the number of markets in which
you operate, please explain this matter to us in more detail, and revise your disclosure to
better explain  this matter to your investors.

Selected Historical Combined F inancial Data of PayPal, page 50

2. We note your response to comment 4.  Please revise your introductory paragraph to the
selected financial data to discuss the pro for ma financial information an d state from
where it was derived.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 54

3. Footnote (a) appears to indicate that you will earn lower revenue  from eBay after the
separation.  Please explain to us in more detail why you will earn lower revenue  from
eBay for your payment services  after the separation.  Additionally, please revise this
footnote to either disclose  more information about this reduct ion in revenue from eBay or
provide a cross -reference to another location in your filing where you have discussed this
matter.

4. Please refer to the third sentence of footnote (b).  Please tell us whether the statement
“these expenses were historically elim inated in eBay’s consolidated financial statements”
indicates that eBay’s consolidated financial statements did not capture the costs incurred
by the consolidated company related to Buyer Protection Losses and Buyer Protection
Services.  If so, please tell  us the basis in GAAP for not reflecting these expenses in
eBay’s consolidated financial statements.  If not, please revise your footnote to better
explain this matter.

Business, page 55

5. We note your response to comment 12.  Please revise the disclosure in your registration
statement to clarify the role of both Braintree and Venmo in your business.  Please also
explain how these acquisitions “strengthened” your business if “nearly all of the services
provided by Braintree and Venmo are provided by other P ayPal products.”

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 7, 2015
Page 3

 Protecting Merchants and Consumers, page 60

6. We note your response to comment 16.  Please revise the disclosure in your registration
statement to clarify the basis for your statement that your protections for merchants and
consumers “are generally much broader than those protections provided by other
participants in the payments industry.”

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 77

7. We note your response to comment 21.  We also note that you continue to list funding
through your strategic and financial partners as a possible source of future funding on
pages 77 and 78.  Please revise your disclosure to better explain who your strategic and
financial partne rs are other than eBay, as we believe this may be unclear to your
investors.

Combined Statement of Income, page F -4

8. We note your response to comment 24 and have the following comments:

 It appears from your response that the costs classified by eBay as y our cost of
services are presented on your income statement as transaction expense and customer
support and operations.  It also appears that you could present these two line items
directly below net revenue and then present a subtotal which would appropri ately
capture your gross profit.  Please confirm these assumptions, if true, or explain thi s
matter to us in more detail; and
 Additionally, please tell us in more detail why you do not believe gross profit is a
meaningful measure of performance for a compa ny such as PayPal.  Please note that
we would not object to your presentation of more than one line item within the cost of
services category of expenses.

Notes to Combined Financial Statements

Note 1 – Overview and Summary of Significant Accounting Pol icies, page F -8

9. We note your response to comment 23.  If you do not include audited financial statements
of PayPal please revise  your disclosures concerning PayPal here or in another footnote to
the predecessor’s financial statements to clearly state, if true, that PayPal has not
commenced operations and has no assets or liabilities.  Additionally, please confirm our
assumption, if true, that PayPal has no commitments or contingent liabilities.

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 7, 2015
Page 4

 10. We note your response to comment 26.  You state in your respo nse that revenues earned
from eBay and its subsidiaries were excluded from net revenues of the Payments segment
presented in eBay’s Form 10 -K.  However, we note that you disclose a line item on page
F-18 of eBay’s Form 10 -K for the fiscal year ended Decemb er 31, 2014 (“eBay 2014 10 -
K”) entitled “[e] liminati on of inter -segment net revenue.”  We have the following
comments:

 Please tell us what is included in the “[e] liminati on of inter -segment net revenue” line
item, whether revenues earned from other operat ing segments of eBay were included
in the revenues presented for each of eBay’s reportable s egments, and if so the
amounts;
 Please also tell us how eBay complied with ASC 280 -10-50-22, which requires the
disclosure of revenues from external customers as well as revenues from other
operating segments if the amounts are included in the determination of operating
income (loss) or are otherwise re gularly provided to your CODM;
 We note your disclosure on page F -30 that you recorded revenues of $113 million
that were earned from eBay and its subsidiaries for the year ended December 31,
2014, which is larger than the $57 million of intercompany revenues that were
eliminated from total reportable segment revenues to arrive at consolidated eBay net
income.  Please tell us why the amount eliminated is less than the amount your
Payments segment earned from eBay and its subsidiaries; and
 Please provide us with a reconciliation  from the amount of net revenues for the year
ended December 31, 2014 of the Payments segment presented in the eBay 2014 10 -K
to the amount of PayPal Inc. net revenues presented in the Information Statement.

Note 11 – Related Party Transactions, page F -29

11. We note your disclosure on page F -30 that you recover certain costs  from eBay relating
to customer protection programs that are recorded as reductions to transacti on losses,
customer support and operations and general and administrative expenses.  Please tell us
more about these programs, and specifically if you are rende ring a service for which out -
of-pocket costs are being reimbursed to you by eBay.  Additionally, please tell us in
detail why presentation of these reimbursements  as contra expenses is appropriate, citing
relevant U.S. GAAP in your response.  Lastly, in th e context of these contra expenses,
please tell us whether you believe PayPal’s historical financial statements as presented in
this Form 10 repres ent all costs of doing business.  Refer to SAB Topic 1:B.1.

eBay Inc. Form 10 -K for Fiscal Year Ended Decemb er 31, 2014

General

12. The written representations we requested in our prior letter were to be from the
Company.  However, your response letter was from your external counsel.  Please

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 7, 2015
Page 5

 provide the representations previously requested in a written statement f rom the
Company.

13. A Settlement Agreement by and between the Department of the Treasury’s Office of
Foreign Assets Control (OFAC) and PayPal dated March 23, 2015 indicates that your
subsidiary PayPal processed transac tions involving Cuba and Sudan.   We note  also that
recent news reports suggest that items recently taken from Syria are being sold on eBay
and that PayPal is being used to send money to Syria.

Cuba, Sudan and Syria are designated by the Department of State as state sponsors of
terrorism, and ar e subject to U.S. economic sanctions and export controls.   Please
describe to us the nature and extent of your past, current, and anticipated contacts with
Cuba, Sudan and Syria, whether through subsidiaries, affiliates, partners, joint ventures or
other d irect or indirect arrangements.   In this regard, we note your disclosure, on pages 42
and F -31 of the 10 -K, regarding PayPal’s activities that may have violated OFAC
sanctions regulations.   You should describe any services, products, information or
technol ogy you have provided to Cuba, Sudan or Syria, directly or indirectly, and any
agreements, commercial arrangements, or other contacts you have had with the
governments of those countries or entities they control.

14. You disclose on pages 42 and F -31 PayPal’s  settlement discussions with OFAC regarding
possible violations of sanctions regulations arising from PayPal’s practices between 2009
and 2013.   You also disclose that PayPal has reported to OFAC more recent transactions
that may have violated sanctions re gulations.   To the extent the possible violations you
disclose are not covered by the March 23 Settlement Agreement, please tell us the nature
of the possible violations, including the countries involved, and the maximum amount of
the OFAC penalties to whi ch PayPal may be subject as a result of the possible violations.

15. Please discuss the materiality of any contacts with Cuba, Sudan and Syria you describe in
response to the comments above, and whether those contacts constitute a material
investment risk f or your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.   Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company's reputation and share value.   Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.   You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Cuba, Sudan and Syria.

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 7, 2015
Page 6

 Item 9A: Controls and Procedures, page 72

16. We note in your response to comment 34 that the internal control relevant to the
accounting error was a quarterly analysis to support the booking or release of a valuation
allowance.   You state that deficiency was in the control design as this was a complex
intercompany transaction that had non -routine tax accounting implications. You s tate that
the maximum exposure of the control failure was not material and refer to the amount of
valuation allowances on capital loss carryover and operating loss carryforward. Please
address the following:

 Describe in greater detail the specific nature and design of the control that
failed.   Also as it relates to the precision of the control, describe how the review
control was appropriately executed even though the accounting litera ture was
incorrectly applied;
 Explain how the design of the control “did  not extend to include full documentation
of the resulting tax accounting consequences that would be required under ASC   740
– Income Taxes.”   Include also a detailed discussion of the nature and cause of the
control deficiency;
 Describe in detail your eva luation of the severity of the control deficiency identified
in your response and how it considered whether it was reasonably possible that the
identified control deficiency would fail to prevent or detect a material
misstatement.   Refer to the factors beg inning on page 35 of SEC Release No. 33 -8810
“Commission Guidance Regarding Management’s Report on Internal Control Over
Financial Reporting Under Section 13(a) or 15(d) of the Securities Exchange Act of
1934 ”;
 Tell us which COSO component(s) were affected  by the control deficiency.   In
addition, tell us how you evaluated whether there were any deficiencies in your risk
assessment controls and processes resulting in the error and, if so, how you evaluated
the severity of those deficiencies; and
 Tell us if you made or plan to make changes or improvements in your internal control
over financial reporting (ICFR) as a result of the identification of the error, and what
those changes are.

Form 10 -Q for the Quarterly Period Ended March 31, 2015

Notes to the Con densed Consolidated Financial Statements

Note 9 – Commitments and Contingencies, page 20

17. We note your responses to comments 28 and 33.  As comment 28 was also applicable to
eBay, please tell us why you have not revised your commitments and contingencies
footnote to describe and quantify your exposure under the buyer and seller protection
programs , and confirm to us you will include it in any applicable future filings.  You also

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
May 7, 2015
Page 7

 make reference in your response to certain disclosures in MD&A related to thes e
programs.  While we do not object to the discussion and analysis of the impact of these
programs in MD&A, the disclosure requirements of ASC 460 -10-50 are required to be
included in your financial statements. Lastly, in your response, please also show us  what
your disclosure would have looked like had it been included in your most recently filed
Form 10 -Q.

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

General and Administrative, pag e 37

18. We note your disclosure on pages 28, 29 and 37 related to the restructuring costs
associated with your global workforce reduction plan.  To the extent material, the
expected effects on future earnings and cash flows resulting from the plan (for examp le,
reduced employee expense) should be quantified and disclosed, along with the initial
period in which those effects are expected to be realized.  This includes whether the cost
savings are expected to be offset by anticipated increases in other expenses  or reduced
revenues.  Please revise future filings to discuss these impacts and show us in your
response what your discl

CORRESP
1
filename1.htm

SEC Response Letter

 Wachtell, Lipton, Rosen & Katz

 MARTIN LIPTON

HERBERT M. WACHTELL

 PAUL VIZCARRONDO, JR.

PETER C. HEIN

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MASON

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 DAVID M. SILK

ROBIN PANOVKA

 DAVID A. KATZ

ILENE KNABLE GOTTS

 DAVID M. MURPHY

JEFFREY M. WINTNER

 TREVOR S. NORWITZ

BEN M. GERMANA

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RACHELLE SILVERBERG

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 JOSHUA R. CAMMAKER

MARK GORDON

 JOSEPH D. LARSON

LAWRENCE S. MAKOW

 51 WEST 52ND STREET

NEW YORK, N.Y. 10019-6150

TELEPHONE: (212) 403-1000

FACSIMILE: (212) 403-2000

GEORGE A. KATZ (1965-1989)

 JAMES
H. FOGELSON (1967-1991)

 LEONARD M. ROSEN (1965-2014)

OF COUNSEL

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WAYNE M. CARLIN

 STEPHEN R. DiPRIMA

NICHOLAS G. DEMMO

 IGOR KIRMAN

JONATHAN M. MOSES

 T. EIKO STANGE

DAVID A. SCHWARTZ

 JOHN F. LYNCH

WILLIAM SAVITT

 ERIC M. ROSOF

MARTIN J.E. ARMS

 GREGORY E. OSTLING

DAVID B. ANDERS

 ANDREA K. WAHLQUIST

ADAM J. SHAPIRO

 NELSON O. FITTS

JOSHUA M. HOLMES

 DAVID E. SHAPIRO

DAMIAN G. DIDDEN

 ANTE VUCIC

 IAN BOCZKO

MATTHEW M. GUEST

 DAVID E. KAHAN

DAVID K. LAM

 BENJAMIN M. ROTH

JOSHUA A. FELTMAN

 ELAINE P. GOLIN

EMIL A. KLEINHAUS

 KARESSA L. CAIN

RONALD C. CHEN

 GORDON S. MOODIE

DONGJU SONG

 BRADLEY R. WILSON

GRAHAM W. MELI

 GREGORY E. PESSIN

CARRIE M. REILLY

 MARK F. VEBLEN

VICTOR GOLDFELD

 EDWARD J. LEE

BRANDON C. PRICE

KEVIN S. SCHWARTZ

 WILLIAM T. ALLEN

PETER C. CANELLOS

 DAVID M. EINHORN

KENNETH B. FORREST

 THEODORE GEWERTZ

MAURA R. GROSSMAN

 RICHARD D. KATCHER

DOUGLAS K. MAYER

 ROBERT B. MAZUR

PHILIP MINDLIN

 ROBERT M. MORGENTHAU

 DAVID S. NEILL BERNARD W. NUSSBAUM

LAWRENCE B. PEDOWITZ

 ERIC S. ROBINSON

PATRICIA A. ROBINSON*

 ERIC M. ROTH

MICHAEL W. SCHWARTZ

 ELLIOTT V. STEIN

WARREN R. STERN

 PATRICIA A. VLAHAKIS

AMY R. WOLF

 * ADMITTED IN THE DISTRICT OF COLUMBIA

 COUNSEL

 DAVID M. ADLERSTEIN

AMANDA K. ALLEXON

 LOUIS J. BARASH

DIANNA CHEN

 ANDREW J.H. CHEUNG

PAMELA EHRENKRANZ

KATHRYN GETTLES-ATWA

PAULA N. GORDON

 NANCY B. GREENBAUM

 MARK A.
KOENIG

 J. AUSTIN LYONS

 ALICIA C. McCARTHY

SABASTIAN V. NILES

 AMANDA N. PERSAUD

JEFFREY A. WATIKER

 DIRECT DIAL: (212) 403-1333

DIRECT FAX: (212) 403-2333

E-MAIL: TSNORWITZ@WLRK.COM

 April 9, 2015

VIA HAND DELIVERY AND EDGAR

 Ms. Mara L.
Ransom

 Assistant Director

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
PayPal Holdings, Inc.

 Registration Statement on Form 10-12B

Filed February 25, 2015

File No. 001-36859

 eBay Inc.

 Annual Report on Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 6, 2015

 File
No. 000-24821

 Dear Ms. Ransom:

 On
behalf of our clients, eBay Inc. (“eBay”), a Delaware corporation, and PayPal Holdings, Inc. (“PayPal,” and, together with eBay, the “Companies”), a Delaware corporation

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 April 9, 2015

  Page
 2

and a wholly owned subsidiary of eBay, we are providing the Companies’ responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) set forth in your letter, dated March 27, 2015, with respect to eBay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and PayPal’s
Registration Statement on Form 10 (File No. 001-36859) (the “Registration Statement”).

 This letter and Amendment
No. 1 (“Amendment No. 1”) to the Registration Statement are being filed electronically via the EDGAR system today. In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with six copies of Amendment
No. 1 marked to indicate changes from the version of the Registration Statement filed on February 25, 2015.

 For the
Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by PayPal’s or eBay’s response. Terms not otherwise defined in this letter shall have the meanings set forth in Amendment
No. 1 or in eBay’s Annual Report on Form 10-K, as applicable. All references to page numbers in these responses are to the pages of the information statement filed as Exhibit 99.1 (the “Information Statement”) in the marked
version of Amendment No. 1.

 PayPal Holdings, Inc. Form 10-12B

Information Statement Summary, page 7

1.
We note your disclosure in this section that 2014 TPV was approximately $235 billion. However, we also note your disclosure on page 6 of eBay Inc.’s 2014 Form 10-K report that TPV for the payments segment was
$227.9 billion. Please reconcile these amounts.

 Response: As further described in the response to Comment
26 below, eBay has historically excluded certain intercompany transactions from its payments segment revenue as presented in its periodic filings with the Commission. As a result, eBay has also historically excluded the payment volume related to
those transactions from the measurement of TPV for the payments segment in its periodic filings. The intercompany transactions represent activity in eBay marketplaces-owned PayPal accounts. Substantially all of the incremental TPV presented on page
8 of the Information Statement relates to these intercompany transactions.

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 April 9, 2015

  Page
 3

2.
You make several references to the number of markets you serve, such as in the first sentence of the second paragraph under this sub-heading. Please revise to define the term “market.”

 Response: PayPal acknowledges the Staff’s comment and has revised the Information Statement on pages
7 and 55 to include a definition of the term “market.”

 Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data, page
13

3.
When the information is available, please revise to disclose pro forma earnings per share for the most recent annual period and any subsequent interim period as we believe this is an important metric for your
investors. In doing so, please provide a footnote explaining why you do not present earnings per share for the historical periods.

Response: PayPal acknowledges the Staff’s comment and advises that once its estimated share count has been determined,
PayPal will revise the “Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data” section of the Information Statement to include pro forma earnings per share data for the most recent annual period and any subsequent
interim period.

 PayPal also acknowledges that ASC 260-10-15-2 requires the presentation of earnings per share (“EPS”) for all
public entities that have issued common stock or potential common stock. However, PayPal is unable to calculate historical basic and diluted EPS prior to the distribution because the financial information included in the Information Statement has
been prepared on a combined basis. It is PayPal’s view that the financial statements in the Information Statement have not been prepared for a separate legal entity that had share capital throughout the historical periods presented, and,
accordingly, EPS has not been presented for these periods. PayPal believes this presentation meets the objective of measuring the performance of PayPal in a way that gives meaningful information to investors. PayPal has revised the Information
Statement on pages 13, 50 and 53 to explain why the Information Statement does not present earnings per share for the historical periods.

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 April 9, 2015

  Page
 4

 Selected Historical Combined Financial Data of Paypal, page 49

4.
If the pro forma balances for the items presented in this table differ significantly from the related historical balances, please consider presenting such pro forma data alongside the historical selected financial
data to better highlight differences between the registrant and the predecessor. At a minimum, please present pro forma earnings per share and provide a footnote explaining why you do not present earnings per share for the historical periods as we
believe this is an important metric for your investors.

 Response: PayPal acknowledges the Staff’s
comment and has revised the Selected Historical Combined Financial Data section of the Information Statement on page 50 to include a presentation of pro forma data alongside the historical selected financial data. PayPal further advises the Staff
that once its estimated share count has been determined, PayPal will revise the “Selected Historical Combined Financial Data of PayPal” section of the Information Statement to include pro forma earnings per share data. For the reasons
stated in the response to Comment 3 above, PayPal has revised the Information Statement on pages 13, 50 and 53 to explain why EPS has not been provided for the historical periods.

Unaudited Pro Forma Condensed Combined Financial Statements, page 50

5.
While you have not yet populated amounts within your pro forma financial statements, we are issuing the following comments based on our assumption that the current form, presentation and disclosure represents what
you currently believe the ultimate presentation will be. Please advise to the extent our assumption is not appropriate.

Response: PayPal acknowledges the Staff’s comment and advises that the Staff’s assumptions are appropriate.

6.
We note your disclosure on page 78 that post separation you will no longer participate in cash management and intercompany funding arrangements with eBay. Please tell us how you believe this change will be executed,
whether the balances will be settled or forgiven as part of the termination and whether you believe it will be appropriate to make any related adjustments to your pro forma financial statements. In this regard, we note your disclosure on page 94
under the heading “Settlement of Accounts Between PayPal and eBay.”

 Response: PayPal
acknowledges the Staff’s comment and respectfully advises that, as indicated on page 126 of the Information Statement, in connection with the separation and distribution PayPal expects to settle all intercompany cash management and funding
arrangements with eBay. The exact manner of the settlement of accounts between PayPal and eBay is part of ongoing discussions in connection with the separation. Once the

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 April 9, 2015

  Page
 5

manner of settlement has been decided, PayPal will update the Unaudited Pro Forma Condensed Combined Financial Statements included in the Information Statement, if necessary, to give effect to
these decisions.

7.
Please tell us whether and how the amount of the anticipated cash contribution to PayPal from eBay is or will be factually supportable, including whether it will be specified in any of the agreements between PayPal
and eBay that you will file as exhibits to this Form 10.

 Response: PayPal acknowledges the Staff’s
comment and respectfully advises that the amount of the anticipated cash contribution to PayPal from eBay is part of on-going discussions in connection with the separation and is expected to be determined as part of eBay’s capital allocation
process. PayPal expects the amount of the cash contribution to be factually supportable. In addition, PayPal expects that the separation and distribution agreement that will be filed as an exhibit to the Registration Statement will specify the
amount of cash on hand that PayPal and its subsidiaries will hold as of a specified date prior to the distribution and that the separation and distribution agreement will require eBay to transfer, or cause its subsidiaries to transfer, to PayPal and
its subsidiaries an amount of cash so that PayPal will hold the specified amount of cash as of such date.

8.
When the information is available, please revise your disclosure to describe in additional detail the nature and amounts of the items included in your pro forma adjustment for “[t]he transfers of certain assets
and liabilities to PayPal from eBay…” If multiple items are included in this adjustment, please present the adjustments on a gross basis on the face of the pro forma financial statements or in an accompanying footnote.

 Response: PayPal acknowledges the Staff’s comment and respectfully advises that the transfer of
certain assets and liabilities is part of ongoing discussions in connection with the separation. The remaining areas under consideration include certain categories of intangible assets as well as tax assets and liabilities. PayPal intends to present
these adjustments on a gross basis, either on the face of the pro forma financial statements included in the Information Statement or in an accompanying footnote. Once these decisions have been made PayPal will update the Unaudited Pro Forma
Condensed Combined Financial Statements included in the Information Statement, if necessary, to give effect to these decisions.

9.
 You disclose on page 50 that you expect to incur costs to replace those services previously provided by eBay as it relates to your operation as an
independent public company, but that due to the variability of the amount and timing of the incremental costs you have not included them in the pro forma transactions. While

 Ms. Mara L. Ransom

 U.S.
Securities and Exchange Commission

 April 9, 2015

  Page
 6

presentation on the face of the pro forma financial statements may not be appropriate, please disclose your estimate of these costs in the narrative introduction or the footnotes to the pro forma
financial statements as we believe it provides useful information to your investors.

 Response: PayPal
acknowledges the Staff’s comment and has revised the Information Statement on page 51 to indicate an estimate of the incremental costs PayPal expects to incur.

10.
Please confirm our assumption, if true, that your pro forma net income attributable to PayPal will equate to pro forma income from continuing operations before nonrecurring charges or credits directly attributable to
the transaction. Refer to Rule 11-02(b)(5) of Regulation S-X.

 Response: PayPal confirms that pro forma net
income attributable to PayPal will equate to pro forma income from continuing operations before nonrecurring charges or credits directly attributable to the transaction.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 53

11.
Please revise your disclosure to describe the operating, transition and other agreements to be entered into by you and eBay as described in footnotes (a) and (b) in additional detail, what the adjustments
are and any assumptions made. In this regard, the current disclosure in these explanatory notes appears overly brief to achieve the objectives of Article 11 of Regulation S-X.

Response: PayPal acknowledges the Staff’s comment and has revised, where necessary, the Unaudited Pro Forma Condensed
Combined Financial Statements section of the Information Statement and related footnotes beginning on page 51 to give effect to the operating agreement, the information technology services agreement, the transition services agreement and the other
agreements between eBay and PayPal that are expected to be in place upon the effectiveness of the distribution.

 Business

Overview, page 54

12.
 We note your disclosure that you acquired Braintree to “strengthen [y]our position in mobile payments,” and also acquired Venmo at such
time. Please provide further details regarding the role of both Braintree and Venmo in your business. In this regard, we note your discl

March 27, 2015

Daniel H. Schulman
President
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131

John J. Donahoe
Chief Executive Officer
eBay Inc.
2065 Hamilton Avenue
San Jose, California 95125

Re: PayPal Holdings, Inc.
 Form 10-12B
Filed February 25, 2015
File No. 001 -36859
eBay Inc.
Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 6, 2015
File No. 000 -24821

Dear M essrs. Schulman  and Donahoe :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
March 27, 2015
Page 2

 PayPal Holdings, Inc. Form 10 -12(g)

Information Statement Summary, page 7

1. We note your disclosure in this section that 2014 TPV was approximately $235 billion.
However, we also note your disclosure on pa ge 6 of eBay Inc.’s 2014 Form 10 -K report
that TPV for the payments segment was $227.9 billion.  Please reconcile these amounts.

2. You make several references to the number of markets you serve, such as  in the first
sentence of the second paragraph under th is sub-heading.  Please revise to define  the term
“market.”

Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data, page 13

3. When the information is available, please revise to disclose pro forma earnings per share
for the most recent annual period and any subsequent interim period as we believe this is
an important metric for your investors.  In doing so, please provide a footnote explaining
why you do not present earnings per share for the historical periods.

Selected Historic al Combined Financial Data of PayPal, page 49

4. If the pro forma balances for the items presented in this table differ significantly from the
related historical balances, please consider presenting such pro forma data alongside the
historical selected finan cial data to better highlight differences between the registrant and
the predecessor.  At a minimum, please present pro forma earnings per share and provide
a footnote explaining why you do not present earnings per share for the historical periods
as we be lieve this is an important metric for your investors.

Unaudited Pro Forma Condensed Combined Financial Statements, page 50

5. While you have not yet populated amounts within your pro forma financial statements,
we are issuing the following comments based on  our assumption that the current form,
presentation and disclosure represents what you currently believe the ultimate
presentation will be.  Please advise to the extent our assumption is not appropriate.

6. We note your disclosure on page 78 that post separation you will no longer participate in
cash management and intercompany funding arrangements with eBay.  Please tell us how
you believe this change will be executed, whether the balances will be settled or  forgiven
as part of the termination and whether you believe it will be appropriate to make any
related adjustments to your pro forma financial statements.  In this regard, we note your
disclosure on page 94 under the heading “Settlement of Accounts Betwee n PayPal and
eBay.”

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
March 27, 2015
Page 3

7. Please tell us whether and how the amount of the anticipated cash contribution to PayPal
from eBay is or will be factually supportable, including whether it will be specified in
any of the agreements between PayPal and eBay that you wi ll file as exhibits to this Form
10.

8. When the information is available, please revise your disclosure to describe in additional
detail the nature and amounts of the items included in your pro forma adjustment for
“[t]he transfers of certain assets and lia bilities to PayPal from eBay…”  If multiple items
are included in this adjustment, please present the adjustments on a gross basis on the
face of the pro forma financial statements or in an accompanying footnote.

9. You disclose on page 50 that you expect to  incur costs to replace those services
previously provided by eBay as it relates to your operation as an independent public
company, but that due to the variability of the amount and timing of the incremental costs
you have not included them in the pro for ma transactions.  While presentation on the face
of the pro forma financial statements may not be appropriate, please disclose your
estimate of these costs in the narrative introduction or the footnotes to the pro forma
financial statements as we believe i t provides useful information to your investors.

10. Please confirm our assumption, if true, that your pro forma net income attributable to
PayPal will equate to  pro forma income from continuing operations before nonrecurring
charges or credits directly attri butable to the transaction.  Refer to Rule 11 -02(b)(5) of
Regulation S -X.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 53

11. Please revise your disclosure to describe the operating, transition and other agreements to
be entered  into by you and eBay as described in footnotes (a) and (b) in additional detail,
what the adjustments are and any assumptions made.  In this regard, the current
disclosure in these explanatory notes appears overly brief to achieve the objectives of
Articl e 11 of Regulation S -X.

Business

Overview, page 54

12. We note your disclosure that you acquired Braintree to “strengthen [y] our position in
mobile paymen ts,” and also acquired Venmo at such time.   Please provide further details
regarding the role of both Braintree  and Venmo  in your business.  In this regard, we note
your disclosure on page 72 you have devoted signif icant resources to mobile payments
between infrastructure upgrades and the Braintree acquisition, leading to a 22% increase

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
March 27, 2015
Page 4

 in product development costs.  Please enhance your discussion regarding this trend and
whether this type of spending is expected to continue, as well as any anticipated impact
on your financial condition and results of operation.

Revenue Sources, page 59

13. Please clarify whether you earn fees on transactions that are not included in TPV; for
example, on transactions that a re reversed.  Please also provide further details about the
percentage of transactions enabled on your payments platform that are reversed, and the
reasons for such reversals.

14. We note that TPV does not include transactions processed through your gateway
products.  Please provide further disclosure regarding how you measure transactions
processed through the gateway  products, as well as whether you generate revenue on
such transactions.  Please also provide further explanation of the “value added services t o
customers and merchants” pursuant to which you generate revenue.  In this regard, we
note your disclosure on page 69.

15. We note your disclosure on page 96 that, pursuant to your operating agreement with
eBay, “[ you] and/or eBay will make certain payments to each other based on certain
referral services by eBay and the usage of [your] payment services and PayPal Credit by
eBay consumers and merchants  on the eBay Covered Properties, ” and your related
disclosure in the risk factors section.  P lease tell us wh at consideration you gave to
including such payments among your revenue sources.

Protecting Merchants and Consumers, page 60

16. Please tell us the basis for your statement that your protections for merchants and
consumers “are generally much broader than those protections provided by other
participants in the payments industry.”   Please also provide further details regarding how
you protect merchants and consumers from loss, and how your Payments Platform helps
you to detect and prevent fraud.

Legal and Regulatory Proceedings, page 63

17. Please update this section, and your filing as appropriate, to reflect the recent settlement
that PayPal and OFAC have reached  regarding PayPal’s violation s of certain regulations .

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
March 27, 2015
Page 5

 Management’s Discussion and Analysis of Financial Condition and Results of Operation

Net Revenues, page 69

18. We note that eBay Inc. has historically used take rate as one of its key operating metrics
that it believes is a significant factor affecting net revenues; however, we note that you
have not included this metric in your filing.  Please tell us what consideration you gave to
providing your take rate for the report ing periods presented.

Liquidity and Capital Resources, page 76

19. We note your disclosure of cash held by your foreign subsidiaries and potential tax
consequences on page 76, as well as your disclosure on pages F -34 through F -36 that you
have not provided for income taxes for a significant portion of your earnings of foreign
subsidiaries you currently consider to be indefinitely reinvested .  We also note  that you
made a change in the current year to your capital allocation strategy that drove the
recognitio n of a significant amount of deferred taxes.  Given the significance of these
amounts and that you made a change in your capital allocation strategy during the most
recently completed fiscal year, please revise your disclosure to include a more detailed
discussion and analysis of the cash held by your foreign subsidiaries, the recent change in
your capital allocation strategy, and the tax consequences that you would face if these
earnings were ultimately repatriated.  Please provide quantification where pos sible.

20. We note your disclosure on page 77 of the types of resources you intend to utilize to
allow you to sufficiently fund your operating activities, anticipated capital expenditures,
and PayPal Credit portfolio for the foreseeable future, including you r expectation of
access to capital markets.  We also note your disclosure on page 76 that you currently
fund your PayPal Credit loans receivable with borrowings from eBay and domestic and
international cash resources, and your disclosure on page 78 that fo llowing the separation
you will no longer participate in the cash management and intercompany funding
arrangements with eBay.  As you will no longer participate in the cash management and
intercompany funding arrangements with eBay, please revise your disc losure to
specifically analyze and discuss whether the resources you currently have access to will
permit you to fund your operating activities, anticipated capital expenditures and PayPal
Credit portfolio for the foreseeable future.

21. To the extent it repr esents a material source of liquidity or capital resources, please revise
your disclosure to better analyze and discuss what you refer to in the first paragraph on
page 77 as “funding through our strategic and financial partners.”

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
March 27, 2015
Page 6

 Quantitative and Quali tative Disclosures about Market Risk

Foreign Currency Risk, page 83

22. Please revise your disclosure to include quantitative information related to foreign
currency exchange rate risk using one of the three disclosure alternatives within Item
305(a)(1) of R egulation S -K.

Index to Financial Statements, page F -1

23. You disclose on page F -8 that PayPal Holdings, Inc. was incorporated in January 2015.
As PayPal Holdings, Inc. is the registrant on this Form 10, please revise to include the
audited financial stat ements of PayPal Holdings, Inc. or tell us why you believe their
exclusion is appropriate.  Refer to Rule 3 -01(a) of Regulation S -X.

Combined Statement of Income, page F -4

24. With reference to Rule 5 -03.2 of Regulation S -X, please tell us why you have not
separately stated the amount of cost of services and a subtotal for gross profit.  In this
regard, we note that eBay has historically presented the cost of net revenues and gross
profit on its Statement of Income.

Combined Statement of Cash Flows, page F -7

25. Certain line items in your combined statement of cash flows appear to be presented on a
net basis, such as “Notes and receivable from affiliates,” “Funds receivable and customer
accounts” and “Funds payable and amounts due to customers.”  Please clearly  label all
amounts presented on a net basis.

Notes to Combined Financial Statements

Note 1 – Overview and Summary of Significant Accounting Policies, page F -8

26. We note the description of PayPal’s combined financial statements.  Please tell us in
reasonab le detail why the net revenues presented in these combined financial statements
are larger than the net revenues of the Payments segment within eBay’s financial
statements.  In doing so, please clarify to us whether eBay presented certain of its
payments b usinesses in its Marketplaces or Enterprise segments, or whether these
combined financial statements include revenues and expenses for types of businesses
other than payments businesses.  Also tell us the amount of revenue from each of eBay’s
segments that  is included in these combined financial statements.

Daniel H. Schulman
PayPal Holdings, Inc.
John J. Donahoe
eBay Inc.
March 27, 2015
Page 7

 Note 9 – Segment and Geographical Information, page F -25

27. Please disclose revenues from external customers for each product and service or each
group of similar products and services  as required by ASC 280-10-50-40.  At a minimum,
it appears you should disaggregate revenues from PayPal Credit and other value added
services from your transaction revenues, similar to the manner in which eBay
disaggregated the revenues of its Payments segment, as these appe ar to be dissimilar
revenue streams.  Additionally, we note your disclosure on page 59 that net transaction
fees are “based primarily on the volume of activity processed through our Payments
Platform.”  As the fees are based primarily on the volume of acti vity processed but not
entirely, please tell us in detail the nature and amount of any other fee arrangements
included in the “Transaction revenues” category on page 59, and how you considered
these arrangements in your grouping of similar services for the  purposes of the ASC 280 -
10-50-40 disclosure requirements.

Note 10 – Commitments and Contingencies, page F -26

28. We note disclosure elsewhere in your filing concerning your buyer and seller protection
programs.  Please tell us how you considered whether the se protection programs are
effectively guarantees and how you considered the disclosure guidance in ASC 460 -10-
50.

Note 11 – Related Party Transactions, page F -29

29. We note your disclosure of aggregate amounts recovered from eBay relating to customer
prote ction programs as well as amounts allocated to you by eBay associated with
workplace resources, information technology, corporate functions and others.  As you
disclose aggregate amounts allocated for each year and state that the amounts were
included in s everal different line items but do not disclose the impact on each line item,
please tell us why you believe your current disclosure provides for an understanding of
the effects of related party transactions on the financial statements .  Alternatively, ple ase
revise to specify the amounts allocated to each line item for each of the periods presented.
You may consider using a table to illustrate this revision.  Refer to ASC 850 -10-50-1.

30. We note that you disclosed the amount of net revenues earned from eBay  and its
subsidiaries; however, you did not

CORRESP
1
filename1.htm

SEC Letter

 Wachtell, Lipton, Rosen & Katz

 MARTIN LIPTON

HERBERT M. WACHTELL

 PAUL VIZCARRONDO, JR.

PETER C. HEIN

 HAROLD S. NOVIKOFF

MEYER G. KOPLOW

 THEODORE N. MIRVIS

EDWARD D. HERLIHY

 DANIEL A. NEFF

ANDREW R. BROWNSTEIN

 MICHAEL H. BYOWITZ

PAUL K. ROWE

 MARC WOLINSKY

DAVID GRUENSTEIN

 STEVEN A. ROSENBLUM

STEPHANIE J. SELIGMAN

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SCOTT K. CHARLES

 JODI J. SCHWARTZ

ADAM O. EMMERICH

GEORGE T. CONWAY III

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 RICHARD G.
MASON

 MICHAEL J. SEGAL

 DAVID M. SILK

ROBIN PANOVKA

 DAVID A. KATZ

ILENE KNABLE GOTTS

 DAVID M. MURPHY

JEFFREY M. WINTNER

 TREVOR S. NORWITZ

BEN M. GERMANA

 ANDREW J. NUSSBAUM

RACHELLE SILVERBERG

 STEVEN A. COHEN

DEBORAH L. PAUL

 DAVID C. KARP

RICHARD K. KIM

 JOSHUA R. CAMMAKER

MARK GORDON

 JOSEPH D. LARSON

LAWRENCE S. MAKOW

 51 WEST 52ND STREET

NEW YORK, N.Y. 10019-6150

TELEPHONE:(212) 403 -1000

FACSIMILE:(212) 403 -2000

GEORGE A. KATZ (1965-1989)

 JAMES
H. FOGELSON (1967-1991)

 LEONARD M. ROSEN (1965-2014)

OF COUNSEL

 JEANNEMARIE O’BRIEN

WAYNE M. CARLIN

 STEPHEN R. DiPRIMA

NICHOLAS G. DEMMO

 IGOR KIRMAN

JONATHAN M. MOSES

 T. EIKO STANGE

DAVID A. SCHWARTZ

 JOHN F. LYNCH

WILLIAM SAVITT

 ERIC M. ROSOF

MARTIN J.E. ARMS

 GREGORY E. OSTLING

DAVID B. ANDERS

 ANDREA K. WAHLQUIST

ADAM J. SHAPIRO

 NELSON O. FITTS

JOSHUA M. HOLMES

 DAVID E. SHAPIRO

DAMIAN G. DIDDEN

 ANTE VUCIC

 IAN BOCZKO

MATTHEW M. GUEST

 DAVID E. KAHAN

DAVID K. LAM

 BENJAMIN M. ROTH

JOSHUA A. FELTMAN

 ELAINE P. GOLIN

EMIL A. KLEINHAUS

 KARESSA L. CAIN

RONALD C. CHEN

 GORDON S. MOODIE

DONGJU SONG

 BRADLEY R. WILSON

GRAHAM W. MELI

 GREGORY E. PESSIN

CARRIE M. REILLY

 MARK F. VEBLEN

VICTOR GOLDFELD

 EDWARD J. LEE

BRANDON C. PRICE

KEVIN S. SCHWARTZ

 WILLIAM T. ALLEN

PETER C. CANELLOS

 DAVID M. EINHORN

KENNETH B. FORREST

 THEODORE GEWERTZ

MAURA R. GROSSMAN

 RICHARD D. KATCHER

DOUGLAS K. MAYER

 ROBERT B. MAZUR

PHILIP MINDLIN

 ROBERT M. MORGENTHAU

 DAVID S. NEILL BERNARD W. NUSSBAUM

LAWRENCE B. PEDOWITZ

 ERIC S. ROBINSON

PATRICIA A. ROBINSON*

 ERIC M. ROTH

MICHAEL W. SCHWARTZ

 ELLIOTT V. STEIN

WARREN R. STERN

 PATRICIA A. VLAHAKIS

AMY R. WOLF

 * ADMITTED IN THE DISTRICT OF COLUMBIA

 COUNSEL

 DAVID M. ADLERSTEIN

AMANDA K. ALLEXON

 LOUIS J. BARASH

DIANNA CHEN

 ANDREW J.H. CHEUNG

PAMELA EHRENKRANZ

KATHRYN GETTLES-ATWA

PAULA N. GORDON

 NANCY B. GREENBAUM

 MARK A.
KOENIG

 J. AUSTIN LYONS

 ALICIA C. McCARTHY

SABASTIAN V. NILES

 AMANDA N. PERSAUD

JEFFREY A. WATIKER

 DIRECT DIAL: (212) 403-1333

DIRECT FAX: (212) 403-2333

E-MAIL: TSNORWITZ@WLRK.COM

 February 25, 2015

VIA EDGAR TRANSMISSION

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
Registration Statement on Form 10 for PayPal Holdings, Inc.

 Ladies and Gentlemen:

On behalf of our client, PayPal Holdings, Inc. (“PayPal”), a Delaware corporation and a wholly owned subsidiary of eBay Inc.
(“eBay”), we are submitting for filing with the U.S. Securities and Exchange Commission a registration statement on Form 10 for the registration of PayPal’s common stock under Section 12(b) of the U.S. Securities Exchange Act of
1934, as amended, in connection with eBay’s planned distribution of 100% of the outstanding PayPal common stock to eBay’s stockholders.

If you have any questions regarding this filing, please contact the undersigned at (212) 403-1333.

Sincerely,

 /s/ Trevor S. Norwitz

Trevor S. Norwitz

cc:
Michael R. Jacobson, Senior Vice President, Legal Affairs, General Counsel and Secretary