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Additionally, we agreed to obtain a letter of credit for the benefit of First Data as collateral to cover its settlement risk with the sponsoring bank.

We have pledged a certificate of deposit as security for the letter of credit. If our debit card transaction volume increases, First Data may require us to increase the letter of credit to the average amount of PayPal debit card transactions in recent 4-day periods.

We would also need to increase the size of the certificate of deposit, which is classified as restricted cash, by the same amount.

If the volume decreases, or First Data's settlement risk otherwise decreases, we have the right to request, but not to require, a corresponding reduction in the letter of credit.

We do not have any direct contractual relationship with Visa or MasterCard other than an agreement relating to our participation in MasterCard's Remote Payment and Presentment Service for online bill payment.

As a merchant that accepts Visa and MasterCard credit cards, however, we are subject to, and must comply with, the operating rules of the Visa and MasterCard credit card associations.

Under these operating rules, in cases of fraud or disputes between senders and recipients in transactions involving Visa or MasterCard cards, we face charge-backs when cardholders dispute items for which they have been billed.

Because we are not a bank, we are not eligible to belong to the credit card associations. As a result, we must rely on banks that are members of these associations or their independent service organizations to process our transactions, to challenge charge-backs on our.

In late , MasterCard indicated it would terminate PayPal's ability to accept MasterCard cards for payment if we did not change some of our practices and procedures immediately.

We and our credit card processor had a series of meetings with MasterCard to discuss how to bring our practices and procedures into compliance. As a result of those meetings, we made changes to our system that we believe resolved MasterCard's concerns, but MasterCard has not communicated to us that its concerns have been fully resolved.

In , Visa informed our credit card processor that some of our practices violated its operating rules, and we made certain changes to our practices in response.

Our processor charged us for the full amount of the fine imposed on them. Specifically, Visa objected to our charging and immediately rebating international membership fees, and to our charging fees to international customers for payments that are funded using credit cards, but not for payments that are funded from balances in the PayPal system.

Visa also objected to our practice of obtaining a card holder's single up-front authorization, rather than authorization on a transaction by transaction basis, to charge that card holder's Visa account if the card holder requests an ACH transfer and that transfer fails.

We are continuing our efforts to resolve Visa's concerns. Although Visa has not threatened to suspend, terminate or otherwise limit or restrict our ability to accept Visa cards, we have proposed to change our current practices to resolve these three outstanding issues.

These changes include not rebating international membership fees, charging fees to recipients of cross-border payments rather than to international senders, and seeking authorization on a transaction by transaction basis to charge a card holder's Visa account if a related ACH transfer fails.

As is the case with any merchant that Visa believes is violating its operating rules, however, Visa could terminate our ability to accept Visa cards for payment or levy additional fines against us if we do not resolve Visa's concerns.

Under the terms of this new agreement, Providian agrees to offer PayPal-branded credit cards to our account holders and to cooperate with PayPal in developing the marketing for this program.

The agreement provides that Providian will pay us a one-time payment in order to redesign the PayPal website and market the strategic alliance, as well as certain bounty fees for each new Providian account referred by the program.

These bounties are based on the number of active new accounts during a three-month period, with a higher bounty per account accompanying a larger number of new accounts booked.

Additionally, whenever a PayPal Visa card is used by an account holder, we receive a share of Providian's transaction fee revenue.

This revenue share applies to purchases and quasi-cash transactions on all accounts booked under both the new and old agreements.

We agreed to make the Providian-issued co-branded credit card the exclusive U. Under the terms of the contract governing this relationship, Providian is responsible for loan underwriting decisions, loan servicing and legal compliance, and bears all the costs of issuing cards and underwriting the portfolio.

Either party may also terminate the contract if the other party is acquired or is subject to a change of control, subject to payment of an early termination fee, which is determined based in part on whether or not the party is acquired by a competitor of the other party.

The market for our product is emerging, intensely competitive and characterized by rapid technological change. We compete with a number of companies, both directly in the email-based online payments market, and indirectly with traditional payment methods such as credit cards, checks, money orders and ACH transactions.

In order to retain existing customers and attract new customers, we must offer an attractive combination of the following factors: PayPal's direct competitors offer equivalent advantages in processing speed compared to cash, checks or money orders by mail, and also allow customers to transfer funds to their bank accounts as fast or, in some cases, faster than do we.

However, our Shop Anywhere feature and the large number of individuals and businesses that accept PayPal allow recipients to use funds immediately upon receipt to make online purchases, and provide us a competitive advantage over our direct competitors in this respect.

We anticipate continued challenges from current competitors, who may enjoy greater resources, as well as by new entrants into the industry.

Our direct competitors include: MasterCard recently announced a new online payment service in conjunction with CertaPay, and Visa has also expressed interest in developing an online email-based payment product for use by its members.

Postal Service and Western Union also offer payment services similar to ours, although to date they have not achieved wide acceptance.

Potential direct competitors, should they decide to enter the market, may include CheckFree and American Express.

We compete indirectly with credit card products offered under the Visa and MasterCard brands, which enjoy significant brand recognition and marketing resources, and with merchant processors, such as First Data and VeriSign, which assist online merchants in accepting credit cards.

We also compete indirectly with online wallets such as Microsoft's Passport. Many of our competitors have longer operating histories, significantly greater financial, technical, marketing, customer service and other resources, greater name recognition or a larger base of customers in affiliated businesses than we have.

We protect our intellectual property rights through a combination of trademark, copyright and trade secrets laws and through the domain name dispute resolution system.

In order to limit access to and disclosure of our proprietary information, all of our employees have signed confidentiality and invention assignment arrangements, and we enter into nondisclosure agreements with third parties.

We cannot provide assurance that the steps we have taken to protect our intellectual property rights, however, will deter adequately infringement or misappropriation of those rights.

Particularly given the international nature of the Internet, the rate of growth of the Internet and the ease of registering new domain names, we may not be able to detect unauthorized use of our intellectual property or take enforcement action.

In particular, we have applied to register the "PayPal" service mark in the U. We also have applied to register the service marks "X.

We have registered the domain name "www. We have applied in the U. These patent applications relate to our core system of transferring value from point to point between two users of a communications network that are not linked directly, our technology to detect suspicious patterns of transactions, our process of verifying a customer's control of the bank account he has registered with PayPal, our process of enabling merchants to integrate PayPal into their websites or online auctions, and our process for obtaining an alternate payment method from the customer if the customer's primary payment method fails.

We cannot predict whether the U. Patent and Trademark Office, or PTO, will issue these patents in their requested form or whether these patents will be valid even if issued.

Whether or not the PTO issues us patents, third parties may claim that we have infringed upon their patents or misappropriated or infringed on other proprietary rights.

These claims and any resultant litigation could subject us to significant liability for damages.

In addition, even if we prevail, the litigation could be time consuming and expensive to defend and could affect our business materially and adversely.

Any claims or litigation from third parties may also result in limitations on our ability to use the service marks, trademarks, copyrights, trade secrets, patents, and other intellectual property subject to these claims or litigation, unless we enter into license agreements with the third parties.

However, these agreements may be unavailable on commercially reasonable terms, or not available at all.

CertCo is based in New York and describes itself as a "provider of transactional security and risk management products and services.

CertCo's lawsuit is based on CertCo's U. A customer obtains an authenticated quote from a specific merchant, including a specification of goods and a payment amount for those goods.

The customer sends the agent a single communication including a request for payment of the payment amount to the specific merchant and a unique identification of the customer.

The agent issues to the customer an authenticated and verifiable payment advice based only on the single communication and secret shared between the customer and the agent and status information which the agent knows about either or both of the merchant and the customer.

The customer forwards a portion of the payment advice to the specific merchant. The specific merchant provides the goods to the customer in response to receiving the portion of the payment advice.

The complaint requests that the Court order the following relief against us: Our response also requested that the court find that the lawsuit brought by CertCo be declared an exceptional case, entitling us to our attorneys' fees, for at least the reason that CertCo's patent issued two years ago, we have been offering our service for more than two years, and on information and belief that the lawsuit was filed to disrupt our initial public offering.

We intend to vigorously pursue our defenses and counterclaims to the lawsuit. A patent's claims define the scope of the invention covered by the patent.

In order to assert its patent against us, CertCo must prove that our service infringes at least one claim of its patent.

In order to prove direct infringement of any single claim, CertCo must prove that all of the elements of the claim, or their equivalent, are performed by our service.

If any element of a claim is not performed, literally or equivalently, by our service, our service cannot infringe the claim.

Even if we prevail, the litigation could be time consuming and expensive to defend and could affect our business materially and adversely.

If all or any portion of our service were found to be infringing the patent, and if we were unwilling or unable to obtain a license on terms acceptable to CertCo, then we would likely be unable to continue to offer our service, or those portions of our service found to be infringing.

We could also then be required to pay damages for past infringing use, possibly CertCo's attorneys' fees, and possibly treble damages.

This could have a material adverse effect on our business prospects, financial condition, and results of operations. Tumbleweed is a software company headquartered in Redwood City, California, that specializes in Internet security.

The letter from Tumbleweed states that Tumbleweed is the owner of two U. Specifically, the ' patent relates to an electronic document delivery system and methods of its use where a document is forwarded to a remote server.

The server sends a generic notification of the document, with direct reference to the document, to an intended recipient, and the recipient can download the document from the server using local protocols.

The ' patent relates to a document delivery architecture that dynamically generates a private Uniform Resource Locator URL to retrieve documents.

Patent Number 5,, the ' patent , which is a continuation of the ' patent, when we "engage in working with merchant web sites to check credit card purchases.

We believe that we do not infringe the ' or ' patents, among other reasons because we do not provide direct credit or debit card processing for merchants.

We have responded to this effect to the letter from NetMoneyIN's counsel. Neither of these third parties has commenced any legal action against us, however, the letter from NetMoneyIN states that we will be sued if we remain unlicensed.

If we were to conclude based on additional information that some element of our processes are or might be covered by these third party patents, we might seek to negotiate and obtain licenses from these parties.

Neither party has indicated to us what sum of money it might ask of us in the event we were to seek to license its patents.

If we were unwilling or unable to obtain a license from these third parties, they could decide to sue us for patent infringement.

Although we would contest any lawsuit vigorously, we cannot assure you that we would prevail if either or both parties were to sue us for infringement of their patents.

If any portions of our service were found to be infringing their patents, then we would likely be unable to continue to offer those portions of our service found to be infringing.

We could also then be required to pay damages for past infringing use, possibly attorneys' fees, and possibly treble damages.

More than 40 states in the U. Based on the specific provisions of many of these state statutes, we believe that money services regulations cover our business only in a limited number of states.

In other states, we believe the nature of our services or our fee structure exclude us from the statutes' licensing requirements and money services regulation.

Our analysis is subject to significant uncertainty, however, and we cannot assure you that state regulators and courts will agree with our interpretations.

Nine states have provided a written interpretation that our service, as we described it to them, does not require a license from their state.

Eight states did not reply to our inquiries. One state is still reviewing additional written information that we provided.

Based on the replies received from the other states that we contacted and our analysis of recent state law amendments, we have applied for money services business licenses in a total of 18 jurisdictions.

We are preparing to file applications in an additional seven jurisdictions: Of the 18 jurisdictions where we have filed applications, we have obtained a money services business license in three states: Oregon, West Virginia and Maryland.

In California, a money transmitter license is required only for engaging in the business of transmission of money abroad. After discussions with the California Department of Financial Institutions, while our application for a California license is pending, we have suspended processing money transfer payments to international accounts.

We will not be able to resume processing such payments until we have obtained a California license to transmit money abroad, which could take four months or more.

We have not received a determination from Louisiana on these issues. Even if all of these state license applications are ultimately granted, state regulatory authorities have the ability to impose fines and other penalties for the period of time we provided services without a license to residents of those states that require us to have a license.

Under the recently enacted International Money Laundering Abatement and Financial Anti-Terrorism Act of , or IML Act, we could be subject to federal civil and criminal penalties if we are deemed to be operating without an appropriate money transmitting license in a state where such operation is punishable as a misdemeanor or a felony under state law.

We have not to date been fined or received notice of fines or other penalties under state or federal money transmitter laws. Because we have money transmitter licenses in Oregon, West Virginia and Maryland and expect to obtain other state money services business licenses, we must file periodic reports with state regulators, maintain minimum bonds or levels of capital, ensure that we hold customer funds only in liquid and highly rated investments and provide notice or receive advance approval of any change in control of PayPal.

State money services business regulators will have the authority to examine us for compliance with these laws and as to the safety and soundness of our operations and financial condition.

Because we are not licensed as a bank, we are not permitted to engage in a banking business. We do not require customers to keep funds in our system in order to use our product.

Although the definition of a "banking business" varies among state laws, and is not limited to entities that take deposits, we believe that our principal risk of being deemed to be engaged in unauthorized banking activities, as indicated in the concerns raised by the four states described below, arises from the possibility that we may be deemed to be keeping money on account for customers or otherwise accepting deposits.

We have taken two principal steps intended to create the result that customers who. We believed that, if we obtained a favorable opinion on this issue under federal law, the opinion could be considered relevant by some state authorities in their review of whether we are engaged in the business of banking under their state law.

Nonetheless, we believe that the FDIC's opinion on the availability of pass-through deposit insurance for our customers could be considered relevant by some state authorities.

However, the FDIC opinion addresses only issues under the Federal Deposit Insurance Act, and state authorities could conclude that we are taking deposits or otherwise engaged in the business of banking under the laws of their respective states.

In response to our contacts with state regulatory authorities beginning in the summer of regarding the applicability of money transmitter laws, regulatory authorities in New York and Louisiana stated their view that the ability of our customers to leave amounts on account with us for future transfer represented the conduct of a banking business, and authorities in California and Idaho questioned whether we were engaged in a banking business.

These states' concerns remain unresolved. If the final determination by the Louisiana Office on these issues is unfavorable, we could be required to cease allowing Louisiana customers to carry balances.

We will comply with any such final determination promptly. We understand that the actions we took in November and August have not persuaded the New York State Banking Department to change its position that the ability of our customers to keep money on account constitutes impermissible banking.

That latest letter also noted that, although our most recent correspondence, which included our request to the FDIC for an advisory opinion, had not formally asked that the Department reconsider its position, the Department had reviewed our materials and its position had not changed.

We presented additional information to the Department regarding our position that we are no longer holding funds on account, and requested that the Department reconsider their conclusion that we have acted in contravention of their letters.

Other than as described above, there have been no other actions taken or threatened by regulatory authorities against us for engaging in an unauthorized banking business.

We cannot provide any assurance that the steps we have taken will be sufficient to address these states' concerns on banking issues, although California, Idaho and Louisiana are processing our money transmitter applications.

Even if the steps we have taken to resolve these states' concerns are deemed sufficient by the state regulatory authorities, we could be subject to fines and penalties.

Regulatory authorities have broad discretion in interpreting and applying penalties. We would contest and appeal any attempt to impose regulatory fines on our business.

We began offering our service to residents of New York and Louisiana in October No regulatory authority has informed us of its intention to impose a monetary penalty.

If we were found to be subject to and in violation of any banking laws or regulations in any state, not only the four that have expressed concern, we could be subject to liability, which in some states may include high fines for each day of noncompliance, or forced to cease doing business with residents of those states or to change our business practices.

In the same twelve-month period, residents of the other state, Louisiana, sent 0. Even if we are not forced to cease doing business with residents of certain states or to change our business practices to comply with banking laws and regulations, we could be required to obtain licenses or regulatory approvals that could impose a substantial cost on us.

We currently offer our product to customers with a credit card in 38 countries outside the U. We offer our product from the U.

Our status as a bank, regulated financial institution or other regulated business in various foreign countries is unclear. We are working with foreign legal counsel to identify and comply with applicable laws and regulations.

Some of the foreign countries where we offer our product regulate banks, financial institutions and other businesses and operate under legal systems that could apply those laws to our business even though we do not have a physical presence in those countries.

For example, under the laws of France, we could be required to add special features to our product or contract with a French bank in order to serve customers located in France.

Violations of these rules could result in civil and criminal penalties. Under the International Money Laundering Abatement and Financial Anti-Terrorism Act of , or IML Act, we may be required to obtain additional information, maintain records and file reports regarding any business we conduct with residents of jurisdictions that are identified by the Secretary of the Treasury as being of primary money laundering concern.

We currently allow residents of Israel, which has been identified by the Financial Action Task Force as being non-cooperative on money laundering matters, to use PayPal, although we do not allow Israeli customers to withdraw funds to non-U.

The Secretary of the Treasury, however, is not required to rely on the Financial Action Task Force list in identifying countries of primary money laundering concern, and could identify additional countries whose residents currently can do business with us as being of primary money laundering concern.

We have implemented procedures, and are strengthening those procedures, to use Internet Protocol addresses to identify customers who try to access PayPal from countries that are not on our approved list.

We are subject to state and federal consumer protection laws, including laws protecting the privacy of consumer non-public information, prohibiting unfair and deceptive practices, requiring specific disclosures and procedures with respect to formation of electronic contracts such as the PayPal User Agreement, and regarding electronic fund transfers.

In particular, under federal and state financial privacy laws and regulations, we must provide notice to consumers of our policies on sharing non-public information with third parties, must provide advance notice of any changes to our policies and, with limited exceptions, must give consumers the right to prevent sharing of their non-public personal information with unaffiliated third parties.

We believe we have appropriate procedures in place for compliance with these consumer protection laws, but many issues regarding delivery of notices and disclosures over the Internet have not yet been addressed by the federal and state agencies charged with interpreting the applicable laws.

In doing business with residents of countries outside the U. We continue to work with foreign legal counsel to identify and comply with applicable laws and regulations.

As a money services business we are subject to state and federal laws prohibiting the knowing transmission of the proceeds of criminal activities or funds intended for use in a criminal transaction.

Network, or FinCEN, requiring reporting and record keeping of various transactions. All PayPal transactions are recorded and documented, and we believe we have appropriate processes in place for compliance with these regulations.

However, FinCEN has not issued any specific guidance regarding the application of its regulations to Internet payment services. Even if we comply with these requirements, federal and state law enforcement agencies could seize customer funds in PayPal accounts that are traceable to suspected criminal activities.

We have filed for registration with the Treasury Department and have commenced filing suspicious activity reports.

We have developed and deployed, and continue to develop, proprietary systems and procedures to comply with these regulations.

We believe that compliance with this requirement will not require material modifications to our existing compliance plans. The regulations shall, at a minimum, require financial institutions to implement reasonable procedures for: We have procedures in place to confirm the identity of persons who open a PayPal account, to maintain records of the information used, and to consult lists of known or suspected terrorists or terrorist organizations prior to opening an account.

The regulations to be adopted by the Secretary of the Treasury may require us to revise these procedures or adopt additional procedures.

We will not be able to evaluate the potential impact of the new law until these regulations are proposed. For its services, PAMI is.

Our website offers our customers the opportunity to invest in shares of the PayPal Money Market Fund.

In most cases, only a registered broker-dealer is legally permitted to solicit for purchases of securities, such as the shares of this Fund, or otherwise to facilitate securities transactions.

If we no longer were able to retain the services of a broker-dealer or if a regulatory authority decides to take action against us because our activities include those required to be performed by a registered broker-dealer, notwithstanding our use of an independent registered broker-dealer, we might not be able to offer our customers the PayPal Money Market Fund and we could be subject to criminal and civil penalties and adverse publicity.

Regulatory authorities in Idaho believe that we are subject to registration in Idaho as a broker-dealer because we offer our customers the opportunity to invest in shares of the PayPal Money Market Fund through our website.

As a result, we may not be able to offer this option to our customers residing in Idaho and may be subject to penalties. As a result, it is required to comply with detailed regulations intended to ensure, among other things, that the assets of the Money Market Fund are invested only in securities consistent with the investment criteria of the Fund.

We believe that we have appropriate experienced personnel and processes in place for compliance with these requirements and also have subcontracted some administrative services to a company with expertise in mutual fund administration.

None of our employees is represented by collective bargaining agreements. We have not experienced any work stoppages and believe our relationship with our employees to be good.

We lease our corporate headquarters in Palo Alto, California, which consist of 22, square feet. We lease our customer service and operations facilities in Omaha, Nebraska, which consist of 46, square feet.

We also lease a 1, square foot office in London, England. We believe our existing facilities will suffice for our currently anticipated future needs.

This suit was filed on behalf of a purported class of users whose accounts have been restricted by PayPal. The suit claims that we have restricted funds or user accounts in a manner that breaches our User Agreement provisions on account restrictions, that constitutes an unlawful, unfair or fraudulent business practice under California law,.

We believe our policies and procedures regarding account restrictions are appropriate and are an important part of our risk management system.

The suit also claims that the above alleged actions constitute unlawful, unfair, fraudulent and deceptive business practices under California law.

We believe we have meritorious defenses to these lawsuits and will contest the suits vigorously. However, the ultimate resolution of these matters could have a material adverse effect on our financial condition and results of operations.

Even if we prevail, the litigation could be expensive to defend and could require significant amounts of management time and the diversion of significant operational resources.

From time to time, we are also subject to other claims and lawsuits arising out of our operations in the normal course of business.

Our management believes that the outcome of any such proceedings to which we are a party will not have a material adverse effect on our financial conditions or results of operations.

Prior to this time, there was no public trading market for our shares of common stock. We have never declared or paid cash dividends on our capital stock.

We do not anticipate paying any cash dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business.

Additionally, during that period, approximately 4. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions.

All recipients either received adequate information about us or had access, through employment or other relationships, to such information. There were no underwriters employed in connection with any of the transactions set forth in this Item 5.

A total of 6,, shares of our common stock were registered on our behalf in this offering. Pending these uses, since the time of receipt of the net proceeds, we have invested the net proceeds of this offering in short-term money market and money market equivalent securities.

We cannot predict whether the proceeds will be invested to yield a favorable return. The amounts that we actually expend for collateral requirements, capital expenditures and working capital and other general corporate purposes will vary significantly depending on a number of factors, including future revenue growth, if any, and the amount of cash that we generate from operations.

As a result, we will retain broad discretion over the allocation of the net proceeds of the offering.

We also may use a portion of the net proceeds for the acquisition of businesses, products and technologies.

We have no current agreements or commitments for acquisitions of any businesses, products or technologies. The historical results are not necessarily indicative of the operations to be expected for future periods.

This safe harbor protects us from liability in a private action arising under either the Securities Act of , as amended, or the Securities Exchange Act of , as amended, for forward-looking statements that are identified as such and accompanied by meaningful cautionary statements, or are immaterial.

Actual future results and trends may differ materially from those made in or suggested by any forward-looking statements due to a variety of factors, including, for example, our ability to compete with other payment systems, such as eBay Payments; the risk of loss due to fraud and disputes between senders and recipients; and the fact that our status under state, federal and international financial services regulation is unclear.

In addition, we cannot assess the impact of each factor on our business or the extent to which any. We currently offer our account-based system to users in 39 countries including the U.

For the same period, the number of unique accounts that sent or received at least one payment amounted to 7.

We earn revenues from two sources: Beginning in the second quarter of we expect to charge fees to recipients of cross-border payments rather than to international senders.

We do not expect this change to have a material effect on our revenues. We incorporated as X. Through Confinity's product, users could send money to anyone with an email address.

Under the terms of the agreement, as part of the purchase price paid, we issued 6,, shares of common stock and 5,, shares of Series AA, 24,, shares of Series BB, and 18,, shares of Series CC, mandatorily redeemable preferred stock, in exchange for all of the outstanding common and mandatorily redeemable preferred stock of Confinity.

Each share of mandatorily redeemable convertible preferred stock is convertible at. The dividends are non-cumulative.

All the shares of mandatorily redeemable convertible preferred stock will automatically convert into shares of common stock in connection with this offering.

In accordance with APB 16, we determined the fair value of each of the securities issued in the acquisition. The fair values were determined using a valuation model which valued each security by assessing its characteristics with reference to the most recent financing with a third party.

The valuation methodology determines the relative value of each class of stock as a function of the fair value of the total assets as opposed to the book value of the enterprise available for distribution to the holders of the various classes of equity.

As such, the difference in the liquidation values of each series of preferred stock was the primary factor for the differences in the value of the various series of preferred stock.

The former stockholders of Confinity owned approximately Max Levchin, our Chief Technology Officer and a member of our board of directors, was Chief Technology Officer and a member of the board of directors of Confinity at the time of the merger.

We accounted for the merger under the purchase accounting method. In accordance with APB 16, the cost to acquire Confinity was allocated among the identifiable tangible and intangible assets acquired and liabilities assumed based on the fair market value of those assets at the date of acquisition.

The excess of the purchase price and assumed liabilities over the fair value of the net assets acquired is included in goodwill and other intangible assets and we amortize using the straight-line method over a two-year period.

We based the fair value of the stock consideration paid upon an arms-length third party equity round that closed concurrently with the acquisition.

Purchased technology that had reached technological feasibility and was principally represented by the technology underlying the PayPal product was valued using a replacement cost method.

Under the first agreement, we agreed to purchase CBI's wholly owned subsidiary, First Western National Bank, subject to the receipt of regulatory approvals.

The second agreement provided for an Internet banking arrangement under which we would solicit customers to apply for First Western accounts and the customers would use our software programs to utilize Internet banking services from First Western.

We currently earn revenues from two sources: The following tables present these revenue sources for the quarters indicated in both absolute dollars and as a percentage of total revenues: We recognize revenue from transaction and other fees when the transaction completes and no further obligations exist.

Paypal 10 Video

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We pay First Data fees on a per-transaction, rather than percentage, basis. In all years after the first year of the contract, we are required to pay First Data a minimum fee, even if the volume of transactions processed by First Data would yield a lower amount.

Additionally, we agreed to obtain a letter of credit for the benefit of First Data as collateral to cover its settlement risk with the sponsoring bank.

We have pledged a certificate of deposit as security for the letter of credit. If our debit card transaction volume increases, First Data may require us to increase the letter of credit to the average amount of PayPal debit card transactions in recent 4-day periods.

We would also need to increase the size of the certificate of deposit, which is classified as restricted cash, by the same amount.

If the volume decreases, or First Data's settlement risk otherwise decreases, we have the right to request, but not to require, a corresponding reduction in the letter of credit.

We do not have any direct contractual relationship with Visa or MasterCard other than an agreement relating to our participation in MasterCard's Remote Payment and Presentment Service for online bill payment.

As a merchant that accepts Visa and MasterCard credit cards, however, we are subject to, and must comply with, the operating rules of the Visa and MasterCard credit card associations.

Under these operating rules, in cases of fraud or disputes between senders and recipients in transactions involving Visa or MasterCard cards, we face charge-backs when cardholders dispute items for which they have been billed.

Because we are not a bank, we are not eligible to belong to the credit card associations. As a result, we must rely on banks that are members of these associations or their independent service organizations to process our transactions, to challenge charge-backs on our.

In late , MasterCard indicated it would terminate PayPal's ability to accept MasterCard cards for payment if we did not change some of our practices and procedures immediately.

We and our credit card processor had a series of meetings with MasterCard to discuss how to bring our practices and procedures into compliance.

As a result of those meetings, we made changes to our system that we believe resolved MasterCard's concerns, but MasterCard has not communicated to us that its concerns have been fully resolved.

In , Visa informed our credit card processor that some of our practices violated its operating rules, and we made certain changes to our practices in response.

Our processor charged us for the full amount of the fine imposed on them. Specifically, Visa objected to our charging and immediately rebating international membership fees, and to our charging fees to international customers for payments that are funded using credit cards, but not for payments that are funded from balances in the PayPal system.

Visa also objected to our practice of obtaining a card holder's single up-front authorization, rather than authorization on a transaction by transaction basis, to charge that card holder's Visa account if the card holder requests an ACH transfer and that transfer fails.

We are continuing our efforts to resolve Visa's concerns. Although Visa has not threatened to suspend, terminate or otherwise limit or restrict our ability to accept Visa cards, we have proposed to change our current practices to resolve these three outstanding issues.

These changes include not rebating international membership fees, charging fees to recipients of cross-border payments rather than to international senders, and seeking authorization on a transaction by transaction basis to charge a card holder's Visa account if a related ACH transfer fails.

As is the case with any merchant that Visa believes is violating its operating rules, however, Visa could terminate our ability to accept Visa cards for payment or levy additional fines against us if we do not resolve Visa's concerns.

Under the terms of this new agreement, Providian agrees to offer PayPal-branded credit cards to our account holders and to cooperate with PayPal in developing the marketing for this program.

The agreement provides that Providian will pay us a one-time payment in order to redesign the PayPal website and market the strategic alliance, as well as certain bounty fees for each new Providian account referred by the program.

These bounties are based on the number of active new accounts during a three-month period, with a higher bounty per account accompanying a larger number of new accounts booked.

Additionally, whenever a PayPal Visa card is used by an account holder, we receive a share of Providian's transaction fee revenue. This revenue share applies to purchases and quasi-cash transactions on all accounts booked under both the new and old agreements.

We agreed to make the Providian-issued co-branded credit card the exclusive U. Under the terms of the contract governing this relationship, Providian is responsible for loan underwriting decisions, loan servicing and legal compliance, and bears all the costs of issuing cards and underwriting the portfolio.

Either party may also terminate the contract if the other party is acquired or is subject to a change of control, subject to payment of an early termination fee, which is determined based in part on whether or not the party is acquired by a competitor of the other party.

The market for our product is emerging, intensely competitive and characterized by rapid technological change.

We compete with a number of companies, both directly in the email-based online payments market, and indirectly with traditional payment methods such as credit cards, checks, money orders and ACH transactions.

In order to retain existing customers and attract new customers, we must offer an attractive combination of the following factors: PayPal's direct competitors offer equivalent advantages in processing speed compared to cash, checks or money orders by mail, and also allow customers to transfer funds to their bank accounts as fast or, in some cases, faster than do we.

However, our Shop Anywhere feature and the large number of individuals and businesses that accept PayPal allow recipients to use funds immediately upon receipt to make online purchases, and provide us a competitive advantage over our direct competitors in this respect.

We anticipate continued challenges from current competitors, who may enjoy greater resources, as well as by new entrants into the industry.

Our direct competitors include: MasterCard recently announced a new online payment service in conjunction with CertaPay, and Visa has also expressed interest in developing an online email-based payment product for use by its members.

Postal Service and Western Union also offer payment services similar to ours, although to date they have not achieved wide acceptance.

Potential direct competitors, should they decide to enter the market, may include CheckFree and American Express. We compete indirectly with credit card products offered under the Visa and MasterCard brands, which enjoy significant brand recognition and marketing resources, and with merchant processors, such as First Data and VeriSign, which assist online merchants in accepting credit cards.

We also compete indirectly with online wallets such as Microsoft's Passport. Many of our competitors have longer operating histories, significantly greater financial, technical, marketing, customer service and other resources, greater name recognition or a larger base of customers in affiliated businesses than we have.

We protect our intellectual property rights through a combination of trademark, copyright and trade secrets laws and through the domain name dispute resolution system.

In order to limit access to and disclosure of our proprietary information, all of our employees have signed confidentiality and invention assignment arrangements, and we enter into nondisclosure agreements with third parties.

We cannot provide assurance that the steps we have taken to protect our intellectual property rights, however, will deter adequately infringement or misappropriation of those rights.

Particularly given the international nature of the Internet, the rate of growth of the Internet and the ease of registering new domain names, we may not be able to detect unauthorized use of our intellectual property or take enforcement action.

In particular, we have applied to register the "PayPal" service mark in the U. We also have applied to register the service marks "X.

We have registered the domain name "www. We have applied in the U. These patent applications relate to our core system of transferring value from point to point between two users of a communications network that are not linked directly, our technology to detect suspicious patterns of transactions, our process of verifying a customer's control of the bank account he has registered with PayPal, our process of enabling merchants to integrate PayPal into their websites or online auctions, and our process for obtaining an alternate payment method from the customer if the customer's primary payment method fails.

We cannot predict whether the U. Patent and Trademark Office, or PTO, will issue these patents in their requested form or whether these patents will be valid even if issued.

Whether or not the PTO issues us patents, third parties may claim that we have infringed upon their patents or misappropriated or infringed on other proprietary rights.

These claims and any resultant litigation could subject us to significant liability for damages. In addition, even if we prevail, the litigation could be time consuming and expensive to defend and could affect our business materially and adversely.

Any claims or litigation from third parties may also result in limitations on our ability to use the service marks, trademarks, copyrights, trade secrets, patents, and other intellectual property subject to these claims or litigation, unless we enter into license agreements with the third parties.

However, these agreements may be unavailable on commercially reasonable terms, or not available at all.

CertCo is based in New York and describes itself as a "provider of transactional security and risk management products and services. CertCo's lawsuit is based on CertCo's U.

A customer obtains an authenticated quote from a specific merchant, including a specification of goods and a payment amount for those goods.

The customer sends the agent a single communication including a request for payment of the payment amount to the specific merchant and a unique identification of the customer.

The agent issues to the customer an authenticated and verifiable payment advice based only on the single communication and secret shared between the customer and the agent and status information which the agent knows about either or both of the merchant and the customer.

The customer forwards a portion of the payment advice to the specific merchant. The specific merchant provides the goods to the customer in response to receiving the portion of the payment advice.

The complaint requests that the Court order the following relief against us: Our response also requested that the court find that the lawsuit brought by CertCo be declared an exceptional case, entitling us to our attorneys' fees, for at least the reason that CertCo's patent issued two years ago, we have been offering our service for more than two years, and on information and belief that the lawsuit was filed to disrupt our initial public offering.

We intend to vigorously pursue our defenses and counterclaims to the lawsuit. A patent's claims define the scope of the invention covered by the patent.

In order to assert its patent against us, CertCo must prove that our service infringes at least one claim of its patent.

In order to prove direct infringement of any single claim, CertCo must prove that all of the elements of the claim, or their equivalent, are performed by our service.

If any element of a claim is not performed, literally or equivalently, by our service, our service cannot infringe the claim.

Even if we prevail, the litigation could be time consuming and expensive to defend and could affect our business materially and adversely.

If all or any portion of our service were found to be infringing the patent, and if we were unwilling or unable to obtain a license on terms acceptable to CertCo, then we would likely be unable to continue to offer our service, or those portions of our service found to be infringing.

We could also then be required to pay damages for past infringing use, possibly CertCo's attorneys' fees, and possibly treble damages.

This could have a material adverse effect on our business prospects, financial condition, and results of operations.

Tumbleweed is a software company headquartered in Redwood City, California, that specializes in Internet security.

The letter from Tumbleweed states that Tumbleweed is the owner of two U. Specifically, the ' patent relates to an electronic document delivery system and methods of its use where a document is forwarded to a remote server.

The server sends a generic notification of the document, with direct reference to the document, to an intended recipient, and the recipient can download the document from the server using local protocols.

The ' patent relates to a document delivery architecture that dynamically generates a private Uniform Resource Locator URL to retrieve documents.

Patent Number 5,, the ' patent , which is a continuation of the ' patent, when we "engage in working with merchant web sites to check credit card purchases.

We believe that we do not infringe the ' or ' patents, among other reasons because we do not provide direct credit or debit card processing for merchants.

We have responded to this effect to the letter from NetMoneyIN's counsel. Neither of these third parties has commenced any legal action against us, however, the letter from NetMoneyIN states that we will be sued if we remain unlicensed.

If we were to conclude based on additional information that some element of our processes are or might be covered by these third party patents, we might seek to negotiate and obtain licenses from these parties.

Neither party has indicated to us what sum of money it might ask of us in the event we were to seek to license its patents.

If we were unwilling or unable to obtain a license from these third parties, they could decide to sue us for patent infringement.

Although we would contest any lawsuit vigorously, we cannot assure you that we would prevail if either or both parties were to sue us for infringement of their patents.

If any portions of our service were found to be infringing their patents, then we would likely be unable to continue to offer those portions of our service found to be infringing.

We could also then be required to pay damages for past infringing use, possibly attorneys' fees, and possibly treble damages.

More than 40 states in the U. Based on the specific provisions of many of these state statutes, we believe that money services regulations cover our business only in a limited number of states.

In other states, we believe the nature of our services or our fee structure exclude us from the statutes' licensing requirements and money services regulation.

Our analysis is subject to significant uncertainty, however, and we cannot assure you that state regulators and courts will agree with our interpretations.

Nine states have provided a written interpretation that our service, as we described it to them, does not require a license from their state.

Eight states did not reply to our inquiries. One state is still reviewing additional written information that we provided.

Based on the replies received from the other states that we contacted and our analysis of recent state law amendments, we have applied for money services business licenses in a total of 18 jurisdictions.

We are preparing to file applications in an additional seven jurisdictions: Of the 18 jurisdictions where we have filed applications, we have obtained a money services business license in three states: Oregon, West Virginia and Maryland.

In California, a money transmitter license is required only for engaging in the business of transmission of money abroad.

After discussions with the California Department of Financial Institutions, while our application for a California license is pending, we have suspended processing money transfer payments to international accounts.

We will not be able to resume processing such payments until we have obtained a California license to transmit money abroad, which could take four months or more.

We have not received a determination from Louisiana on these issues. Even if all of these state license applications are ultimately granted, state regulatory authorities have the ability to impose fines and other penalties for the period of time we provided services without a license to residents of those states that require us to have a license.

Under the recently enacted International Money Laundering Abatement and Financial Anti-Terrorism Act of , or IML Act, we could be subject to federal civil and criminal penalties if we are deemed to be operating without an appropriate money transmitting license in a state where such operation is punishable as a misdemeanor or a felony under state law.

We have not to date been fined or received notice of fines or other penalties under state or federal money transmitter laws. Because we have money transmitter licenses in Oregon, West Virginia and Maryland and expect to obtain other state money services business licenses, we must file periodic reports with state regulators, maintain minimum bonds or levels of capital, ensure that we hold customer funds only in liquid and highly rated investments and provide notice or receive advance approval of any change in control of PayPal.

State money services business regulators will have the authority to examine us for compliance with these laws and as to the safety and soundness of our operations and financial condition.

Because we are not licensed as a bank, we are not permitted to engage in a banking business. We do not require customers to keep funds in our system in order to use our product.

Although the definition of a "banking business" varies among state laws, and is not limited to entities that take deposits, we believe that our principal risk of being deemed to be engaged in unauthorized banking activities, as indicated in the concerns raised by the four states described below, arises from the possibility that we may be deemed to be keeping money on account for customers or otherwise accepting deposits.

We have taken two principal steps intended to create the result that customers who. We believed that, if we obtained a favorable opinion on this issue under federal law, the opinion could be considered relevant by some state authorities in their review of whether we are engaged in the business of banking under their state law.

Nonetheless, we believe that the FDIC's opinion on the availability of pass-through deposit insurance for our customers could be considered relevant by some state authorities.

However, the FDIC opinion addresses only issues under the Federal Deposit Insurance Act, and state authorities could conclude that we are taking deposits or otherwise engaged in the business of banking under the laws of their respective states.

In response to our contacts with state regulatory authorities beginning in the summer of regarding the applicability of money transmitter laws, regulatory authorities in New York and Louisiana stated their view that the ability of our customers to leave amounts on account with us for future transfer represented the conduct of a banking business, and authorities in California and Idaho questioned whether we were engaged in a banking business.

These states' concerns remain unresolved. If the final determination by the Louisiana Office on these issues is unfavorable, we could be required to cease allowing Louisiana customers to carry balances.

We will comply with any such final determination promptly. We understand that the actions we took in November and August have not persuaded the New York State Banking Department to change its position that the ability of our customers to keep money on account constitutes impermissible banking.

That latest letter also noted that, although our most recent correspondence, which included our request to the FDIC for an advisory opinion, had not formally asked that the Department reconsider its position, the Department had reviewed our materials and its position had not changed.

We presented additional information to the Department regarding our position that we are no longer holding funds on account, and requested that the Department reconsider their conclusion that we have acted in contravention of their letters.

Other than as described above, there have been no other actions taken or threatened by regulatory authorities against us for engaging in an unauthorized banking business.

We cannot provide any assurance that the steps we have taken will be sufficient to address these states' concerns on banking issues, although California, Idaho and Louisiana are processing our money transmitter applications.

Even if the steps we have taken to resolve these states' concerns are deemed sufficient by the state regulatory authorities, we could be subject to fines and penalties.

Regulatory authorities have broad discretion in interpreting and applying penalties. We would contest and appeal any attempt to impose regulatory fines on our business.

We began offering our service to residents of New York and Louisiana in October No regulatory authority has informed us of its intention to impose a monetary penalty.

If we were found to be subject to and in violation of any banking laws or regulations in any state, not only the four that have expressed concern, we could be subject to liability, which in some states may include high fines for each day of noncompliance, or forced to cease doing business with residents of those states or to change our business practices.

In the same twelve-month period, residents of the other state, Louisiana, sent 0. Even if we are not forced to cease doing business with residents of certain states or to change our business practices to comply with banking laws and regulations, we could be required to obtain licenses or regulatory approvals that could impose a substantial cost on us.

We currently offer our product to customers with a credit card in 38 countries outside the U. We offer our product from the U.

Our status as a bank, regulated financial institution or other regulated business in various foreign countries is unclear. We are working with foreign legal counsel to identify and comply with applicable laws and regulations.

Some of the foreign countries where we offer our product regulate banks, financial institutions and other businesses and operate under legal systems that could apply those laws to our business even though we do not have a physical presence in those countries.

For example, under the laws of France, we could be required to add special features to our product or contract with a French bank in order to serve customers located in France.

Violations of these rules could result in civil and criminal penalties. Under the International Money Laundering Abatement and Financial Anti-Terrorism Act of , or IML Act, we may be required to obtain additional information, maintain records and file reports regarding any business we conduct with residents of jurisdictions that are identified by the Secretary of the Treasury as being of primary money laundering concern.

We currently allow residents of Israel, which has been identified by the Financial Action Task Force as being non-cooperative on money laundering matters, to use PayPal, although we do not allow Israeli customers to withdraw funds to non-U.

The Secretary of the Treasury, however, is not required to rely on the Financial Action Task Force list in identifying countries of primary money laundering concern, and could identify additional countries whose residents currently can do business with us as being of primary money laundering concern.

We have implemented procedures, and are strengthening those procedures, to use Internet Protocol addresses to identify customers who try to access PayPal from countries that are not on our approved list.

We are subject to state and federal consumer protection laws, including laws protecting the privacy of consumer non-public information, prohibiting unfair and deceptive practices, requiring specific disclosures and procedures with respect to formation of electronic contracts such as the PayPal User Agreement, and regarding electronic fund transfers.

In particular, under federal and state financial privacy laws and regulations, we must provide notice to consumers of our policies on sharing non-public information with third parties, must provide advance notice of any changes to our policies and, with limited exceptions, must give consumers the right to prevent sharing of their non-public personal information with unaffiliated third parties.

We believe we have appropriate procedures in place for compliance with these consumer protection laws, but many issues regarding delivery of notices and disclosures over the Internet have not yet been addressed by the federal and state agencies charged with interpreting the applicable laws.

In doing business with residents of countries outside the U. We continue to work with foreign legal counsel to identify and comply with applicable laws and regulations.

As a money services business we are subject to state and federal laws prohibiting the knowing transmission of the proceeds of criminal activities or funds intended for use in a criminal transaction.

Network, or FinCEN, requiring reporting and record keeping of various transactions. All PayPal transactions are recorded and documented, and we believe we have appropriate processes in place for compliance with these regulations.

However, FinCEN has not issued any specific guidance regarding the application of its regulations to Internet payment services.

Even if we comply with these requirements, federal and state law enforcement agencies could seize customer funds in PayPal accounts that are traceable to suspected criminal activities.

We have filed for registration with the Treasury Department and have commenced filing suspicious activity reports. We have developed and deployed, and continue to develop, proprietary systems and procedures to comply with these regulations.

We believe that compliance with this requirement will not require material modifications to our existing compliance plans. The regulations shall, at a minimum, require financial institutions to implement reasonable procedures for: We have procedures in place to confirm the identity of persons who open a PayPal account, to maintain records of the information used, and to consult lists of known or suspected terrorists or terrorist organizations prior to opening an account.

The regulations to be adopted by the Secretary of the Treasury may require us to revise these procedures or adopt additional procedures. We will not be able to evaluate the potential impact of the new law until these regulations are proposed.

For its services, PAMI is. Our website offers our customers the opportunity to invest in shares of the PayPal Money Market Fund.

In most cases, only a registered broker-dealer is legally permitted to solicit for purchases of securities, such as the shares of this Fund, or otherwise to facilitate securities transactions.

If we no longer were able to retain the services of a broker-dealer or if a regulatory authority decides to take action against us because our activities include those required to be performed by a registered broker-dealer, notwithstanding our use of an independent registered broker-dealer, we might not be able to offer our customers the PayPal Money Market Fund and we could be subject to criminal and civil penalties and adverse publicity.

Regulatory authorities in Idaho believe that we are subject to registration in Idaho as a broker-dealer because we offer our customers the opportunity to invest in shares of the PayPal Money Market Fund through our website.

As a result, we may not be able to offer this option to our customers residing in Idaho and may be subject to penalties. As a result, it is required to comply with detailed regulations intended to ensure, among other things, that the assets of the Money Market Fund are invested only in securities consistent with the investment criteria of the Fund.

We believe that we have appropriate experienced personnel and processes in place for compliance with these requirements and also have subcontracted some administrative services to a company with expertise in mutual fund administration.

None of our employees is represented by collective bargaining agreements. We have not experienced any work stoppages and believe our relationship with our employees to be good.

We lease our corporate headquarters in Palo Alto, California, which consist of 22, square feet. We lease our customer service and operations facilities in Omaha, Nebraska, which consist of 46, square feet.

We also lease a 1, square foot office in London, England. We believe our existing facilities will suffice for our currently anticipated future needs.

This suit was filed on behalf of a purported class of users whose accounts have been restricted by PayPal.

The suit claims that we have restricted funds or user accounts in a manner that breaches our User Agreement provisions on account restrictions, that constitutes an unlawful, unfair or fraudulent business practice under California law,.

We believe our policies and procedures regarding account restrictions are appropriate and are an important part of our risk management system.

The suit also claims that the above alleged actions constitute unlawful, unfair, fraudulent and deceptive business practices under California law.

We believe we have meritorious defenses to these lawsuits and will contest the suits vigorously. However, the ultimate resolution of these matters could have a material adverse effect on our financial condition and results of operations.

Even if we prevail, the litigation could be expensive to defend and could require significant amounts of management time and the diversion of significant operational resources.

From time to time, we are also subject to other claims and lawsuits arising out of our operations in the normal course of business. Our management believes that the outcome of any such proceedings to which we are a party will not have a material adverse effect on our financial conditions or results of operations.

Prior to this time, there was no public trading market for our shares of common stock. We have never declared or paid cash dividends on our capital stock.

We do not anticipate paying any cash dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business.

Additionally, during that period, approximately 4. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and other instruments issued in such transactions.

All recipients either received adequate information about us or had access, through employment or other relationships, to such information.

There were no underwriters employed in connection with any of the transactions set forth in this Item 5. A total of 6,, shares of our common stock were registered on our behalf in this offering.

Pending these uses, since the time of receipt of the net proceeds, we have invested the net proceeds of this offering in short-term money market and money market equivalent securities.

We cannot predict whether the proceeds will be invested to yield a favorable return. The amounts that we actually expend for collateral requirements, capital expenditures and working capital and other general corporate purposes will vary significantly depending on a number of factors, including future revenue growth, if any, and the amount of cash that we generate from operations.

As a result, we will retain broad discretion over the allocation of the net proceeds of the offering. We also may use a portion of the net proceeds for the acquisition of businesses, products and technologies.

We have no current agreements or commitments for acquisitions of any businesses, products or technologies. The historical results are not necessarily indicative of the operations to be expected for future periods.

This safe harbor protects us from liability in a private action arising under either the Securities Act of , as amended, or the Securities Exchange Act of , as amended, for forward-looking statements that are identified as such and accompanied by meaningful cautionary statements, or are immaterial.

Actual future results and trends may differ materially from those made in or suggested by any forward-looking statements due to a variety of factors, including, for example, our ability to compete with other payment systems, such as eBay Payments; the risk of loss due to fraud and disputes between senders and recipients; and the fact that our status under state, federal and international financial services regulation is unclear.

In addition, we cannot assess the impact of each factor on our business or the extent to which any. We currently offer our account-based system to users in 39 countries including the U.

For the same period, the number of unique accounts that sent or received at least one payment amounted to 7. We earn revenues from two sources: Beginning in the second quarter of we expect to charge fees to recipients of cross-border payments rather than to international senders.

We do not expect this change to have a material effect on our revenues. We incorporated as X. Through Confinity's product, users could send money to anyone with an email address.

Under the terms of the agreement, as part of the purchase price paid, we issued 6,, shares of common stock and 5,, shares of Series AA, 24,, shares of Series BB, and 18,, shares of Series CC, mandatorily redeemable preferred stock, in exchange for all of the outstanding common and mandatorily redeemable preferred stock of Confinity.

Each share of mandatorily redeemable convertible preferred stock is convertible at. The dividends are non-cumulative. All the shares of mandatorily redeemable convertible preferred stock will automatically convert into shares of common stock in connection with this offering.

In accordance with APB 16, we determined the fair value of each of the securities issued in the acquisition. The fair values were determined using a valuation model which valued each security by assessing its characteristics with reference to the most recent financing with a third party.

The valuation methodology determines the relative value of each class of stock as a function of the fair value of the total assets as opposed to the book value of the enterprise available for distribution to the holders of the various classes of equity.

As such, the difference in the liquidation values of each series of preferred stock was the primary factor for the differences in the value of the various series of preferred stock.

The former stockholders of Confinity owned approximately Max Levchin, our Chief Technology Officer and a member of our board of directors, was Chief Technology Officer and a member of the board of directors of Confinity at the time of the merger.

We accounted for the merger under the purchase accounting method. In accordance with APB 16, the cost to acquire Confinity was allocated among the identifiable tangible and intangible assets acquired and liabilities assumed based on the fair market value of those assets at the date of acquisition.

The excess of the purchase price and assumed liabilities over the fair value of the net assets acquired is included in goodwill and other intangible assets and we amortize using the straight-line method over a two-year period.

We based the fair value of the stock consideration paid upon an arms-length third party equity round that closed concurrently with the acquisition.

Purchased technology that had reached technological feasibility and was principally represented by the technology underlying the PayPal product was valued using a replacement cost method.

Under the first agreement, we agreed to purchase CBI's wholly owned subsidiary, First Western National Bank, subject to the receipt of regulatory approvals.

The second agreement provided for an Internet banking arrangement under which we would solicit customers to apply for First Western accounts and the customers would use our software programs to utilize Internet banking services from First Western.

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Additional information Published by PayPal Inc. Published by PayPal Inc. Developed by PayPal Inc. Age rating For ages 3 and up.

This app can Access your Internet connection and act as a server. Installation Get this app while signed in to your Microsoft account and install on up to ten Windows 10 devices.

Additional terms PayPal privacy policy Terms of transaction. Seizure warnings Photosensitive seizure warning.

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