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Paypal Prospectus.Pdf SUBJECT TO COMPLETION, DATED JANUARY 18, 2002 P R O S P E C T U S 5,400,000 Shares Common Stock statement filed with the Securities and Exchange $ per share e securities in any state where the offer or sale is not permitted. We are selling 5,400,000 shares of our common stock. We have granted the underwriters an option to purchase up to 810,000 additional shares of common stock to cover over-allotments. This is the initial public offering of our common stock. We currently expect the initial public offering price to be between $12.00 and $14.00 per share. We have applied to have our common stock included for quotation on the Nasdaq National Market under the symbol ``PYPL.'' Investing in our common stock involves risks. See ``Risk Factors'' beginning on page 8. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public Offering Price $ $ Underwriting Discount $ $ Proceeds to PayPal (before expenses) $ $ The underwriters expect to deliver the shares to purchasers on or about , 2002. Salomon Smith Barney Bear, Stearns & Co. Inc. William Blair & Company SunTrust Robinson Humphrey Friedman Billings Ramsey The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration The information in this prospectus is not complete and may be changed. We Commission is effective. This prospectus not an offer to sell these securities and it soliciting buy thes , 2002 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. TABLE OF CONTENTS Page Prospectus Summary ........................................................ 1 Risk Factors .............................................................. 8 Special Note Regarding Forward-Looking Statements ................................ 21 Use of Proceeds ........................................................... 22 Dividend Policy ............................................................ 22 Capitalization ............................................................. 23 Dilution ................................................................. 24 Selected Consolidated Financial Data ............................................ 25 Management's Discussion and Analysis of Financial Condition and Results of Operations ...... 27 Business ................................................................. 49 Management .............................................................. 69 Certain Relationships and Related Party Transactions ................................ 80 Principal Stockholders ....................................................... 86 Description of Capital Stock .................................................. 89 Shares Eligible for Future Sale ................................................. 92 Underwriting ............................................................. 94 Legal Matters ............................................................. 96 Experts .................................................................. 96 Where You Can Find More Information .......................................... 97 Index to Consolidated Financial Statements ....................................... F-1 Until , 2002 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. i (This page has been left blank intentionally.) PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the section entitled ``Risk Factors,'' our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. PayPal, Inc. PayPal enables any business or consumer with email to send and receive online payments securely, conveniently and cost-effectively. Our network builds on the existing financial infrastructure of bank accounts and credit cards to create a global payment system. We deliver a product well suited for small businesses, online merchants, individuals and others currently underserved by traditional payment mechanisms. We seek to become the global standard for online payments. We offer our account-based system to users in 37 countries including the United States. For the nine months ended September 30, 2001, the dollar value of payments made through PayPal to business accounts, which we refer to as Gross Merchant Sales or GMS, totaled $2.0 billion, or 87.5% of our total payment volume of $2.3 billion for the same period. Our GMS consists mainly of payments to small businesses. Currently, the majority of these payments relate to sales of goods and services through online auctions. As of September 30, 2001, we had 10.6 million total accounts, including 2.1 million business accounts and 8.5 million personal accounts. For the nine months ended September 30, 2001, 5.3 million of these accounts sent or received a payment that resulted in a fee. Our customers choose either PayPal business accounts or PayPal personal accounts. Business accounts pay us transaction fees on all payments they receive and enjoy a variety of additional features. These features include the ability to receive credit card-funded payments, the opportunity to apply for the PayPal ATM/debit card, listing in our PayPal Shops directory and use of our Web Accept feature to accept payments directly from their websites. Personal accounts may receive free payments funded from bank account transfers or existing PayPal balances and may send payments without any cost to them. Personal accounts can upgrade to business accounts at any time. During the nine months ended September 30, 2001, 622,000 customers upgraded from personal to business accounts. We earn revenues primarily from transaction fees on GMS, as well as from international funding and withdrawal fees and from fees on our ATM/debit card. For the three months ended September 30, 2001: · We generated revenues of $30.2 million. Of this amount, GMS fees comprised 82.8%, and we derived 15.1% of our revenues from non-U.S. customers; · Our transaction and other fees equaled $29.2 million, or 3.2% of our total payment volume of $924.6 million, compared to our transaction processing expenses of $12.4 million, or 1.3% of total payment volume; and · Our net loss totaled $32.4 million. Our net loss amounted to $1.2 million, excluding non-cash expenses of $31.2 million related to amortization of intangibles and stock-based compensation. For the nine months ended September 30, 2001: · We generated revenues of $64.4 million. Of this amount, GMS fees comprised 82.4%, and we derived 13.5% of our revenues from non-U.S. customers; · Our transaction and other fees equaled $61.4 million, or 2.7% of our total payment volume of $2.3 billion, compared to our transaction processing expenses of $31.9 million, or 1.4% of total payment volume; and 1 · Our net loss totaled $89.3 million. Our net loss amounted to $19.1 million, excluding non-cash expenses of $70.2 million related to amortization of intangibles and stock-based compensation. The small business market presents us with a potentially significant opportunity. According to the U.S. Census Bureau, approximately 22.6 million small businesses in the U.S., those with less than $1.0 million in annual receipts, generate an aggregate of $1.6 trillion in annual sales. In addition, according to The Nilson Report, only 3.1 million merchants in the U.S. currently accept credit cards, leaving a large number of sellers unable to accept traditional electronic payments. By enhancing the existing payment infrastructure, the PayPal product serves the need of these sellers for a secure, convenient and cost-effective online payment system. To send a payment, a PayPal account holder enters the email address of the recipient and the payment amount, and selects a funding sourceÐcredit card, bank account or PayPal balance. In addition, with our Web Accept feature, merchants can accept PayPal payments directly from their websites. When a consumer who has not yet registered with PayPal visits the website of a merchant that has integrated Web Accept, the consumer can open a PayPal account from the merchant's site in order to make a purchase. Payment recipients may use their funds to make payments to others, leave the funds in their PayPal accounts and earn a money market rate of return, or withdraw the funds at any time by requesting a bank account transfer or a check delivered by mail or by using the PayPal ATM/debit card. When a PayPal sender makes an email payment to a recipient who does not yet have a PayPal account, the recipient follows a link in the payment notification email to register with PayPal and gain access to the funds. We have achieved our growth through a combination of the ``push'' nature of email payments to non-registered recipients
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