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The one time I did have a problem To send or receive a payment, a user first must open a PayPal account. A new recipient opens an account after receiving notification of a payment, and each new sender opens an account in the process of making a payment, either at the PayPal website or at the website of a merchant that has integrated our Web Accept feature.

Allowing new users to join the network at the time of making or receiving payments encourages our natural, user-driven growth.

Our fast and simple account sign-up process asks each new user to register with PayPal his name, street address and email address, which serves as the unique account identifier.

Senders make payments at the PayPal website or at the sites of merchants that have integrated our Web Accept feature. To make a payment at our website, a sender logs in to his account and enters the recipient's email address and the dollar amount of the payment.

To make a payment through Web Accept, a sender selects an item for purchase, confirms the payment information and enters his email address and password to authorize the payment.

In both scenarios, we debit the money from the sender's PayPal balance, credit card or bank account and instantly credit it to the recipient's PayPal balance.

In turn, the recipient can make payments to others or withdraw his funds at any time. We earn revenues when a business account receives a payment.

Senders fund payments in three ways: We incur no funding cost on payments made from existing PayPal balances. By contrast, on credit card-funded payments, on average, we incur processing and interchange fees of 1.

As a result, we encourage our users to make bank account-funded payments. To those users who choose to maintain PayPal balances, we offer a money market rate of return on PayPal account balances placed in our Money Market Fund.

While we encourage senders to make payments from bank account transfers or existing PayPal balances, we also welcome and encourage senders to register and use credit cards.

Many senders prefer to fund transactions using credit cards, and their participation in our user base increases the value of our payment network.

We use the terms "balance" and "PayPal balance" to refer to funds that our customers choose either to invest in the PayPal Money Market Fund offered only to U.

These funds belong to the customers and hence are shown as a liability on our balance sheet. Such funds are available to the customer for immediate spending or withdrawal through PayPal.

Verification of our Account Holders. In order for senders to fund payments from their bank accounts, they first must become verified PayPal users through our Random Deposit technique for which we have applied for a patent: To verify ownership of the account, the user then enters the two amounts as a four-digit code at the PayPal website.

In addition to allowing funding via bank accounts, verification also removes. The percentage of our payment volume funded by credit cards increased from ACH withdrawals may take three to five business days to arrive in the account holder's bank account, depending on the bank.

The time it takes for a sender to complete a transaction using PayPal and for a recipient to have use of the transferred funds depends on the sender's funding source for the payment and the recipient's choice regarding use of the funds he or she receives.

The sender can fund a payment from one of three sources: If the sender funds the payment in full using a pre-existing PayPal balance, PayPal instantly debits the amount specified by the sender from the sender's balance and simultaneously credits that amount, less any applicable fees, to the recipient's PayPal balance.

If the sender instead funds the payment in part or in full using a credit card, PayPal credits the amount of the payment, less any fees, to the recipient's account as soon as PayPal receives information from the applicable credit card network that the sender's payment is authorized, which usually takes a few seconds.

Similarly, if the sender has registered both a primary bank account and an alternate funding source with PayPal and qualifies for PayPal's "Instant Transfer" feature, PayPal will credit the recipient's account instantly.

PayPal will concurrently initiate a debit to the sender's primary bank account through the ACH network. In these "eCheck" payments, PayPal will initiate a debit to the sender's bank account through the ACH network, and will notify the recipient immediately that the sender has initiated payment, but will credit funds to the recipient's account only after the debit has been completed, which usually takes three to four business days.

Once the funds have been credited to the recipient's account, the recipient can leave the funds in the PayPal system or can at any time initiate a withdrawal.

The customer can withdraw funds either by ACH transfer to his or her bank account, if the customer is in the U. Recipients who are U.

If the recipient initiates a withdrawal by ACH transfer, he or she will typically receive the funds in his or her bank account within four business days, or five business days in the 12 countries outside the U.

If the recipient initiates a withdrawal by check, PayPal will send a request on the following business day to its processing bank to issue and send the check through the U.

The full process from initiation of a check withdrawal request to receipt of the check by the customer can take up to two weeks. Even after the customer has received the check, he or she will need either to cash the check or deposit it in his or her bank.

If he or she deposits the check in the bank, depending on the customer's location, the bank may take up to five additional days to credit the customer's account with the funds.

Users may also add funds to their PayPal accounts without making a payment. This is not possible by credit card, but only by ACH transfer from a bank account, which generally takes three to four business days to complete.

The following tables summarize the timing of payments and withdrawals. Our customers choose either PayPal business accounts or PayPal personal accounts.

Business accounts pay us transaction fees on all payments they receive. Business accounts benefit from a number of additional features: We use the term "premier account" on our website to describe fee-paying accounts held by individuals.

PayPal personal accounts allow users to make and receive online payments, except that personal accounts may not receive credit card-funded payments.

Personal accounts can upgrade to business accounts at any time and thereby avail themselves of all the benefits of a business account, including the ability to receive credit card-funded payments.

We currently allow residents of 38 foreign countries to open PayPal accounts. These international senders make payments through credit cards or from their PayPal account balances.

International recipients may withdraw money from their PayPal accounts to a U. In addition, international recipients in twelve countries can make electronic funds transfer withdrawals to their local bank accounts for a weighted average fee of 2.

We charge international senders a fee of 2. Beginning in the second quarter of , we expect to charge fees to recipients of cross-border payments rather than to international senders.

We intend to develop multi-currency functionality in , which will enable international users in some countries to hold balances in their local currencies.

PayPal users choose a unique password to protect their accounts. To make payments, senders need to disclose only their email addresses to recipients.

Similarly, to receive payments, recipients need to disclose only their email addresses to senders. Many buyers and sellers wary of disclosing financial information online find this high level of personal privacy attractive.

Beginning in the first quarter of , we will deposit all U. As these customer funds have been transferred into non-interest bearing bank accounts, our revenues from interest on funds held for others in future periods will decline.

In addition, substantially all cash and investments held for the benefit of customers and the associated liabilities will be removed from our balance sheet in future periods.

For the same period, our top customers in terms of payment volume sent accounted for 1. PayPal has emerged as the method of choice for small and medium-sized businesses to receive payments for auctions on eBay, the largest online auction community.

In order to collect this data, we periodically sample a selection of eBay auctions to estimate the percentage of listings that accept PayPal as a payment option.

Our sample is both random and weighted in an effort to represent all of eBay's listing categories. During , our percentage of auction-related payment volume decreased as we continued to diversify and our non-auction-related business grew more rapidly than did our auction-related business.

The following table sets forth our auction-related payment volume and non-auction-related payment volume for the periods presented: The following table sets forth our sequential quarter-on-quarter growth rates for auction-related payment volume and non-auction-related payment volume for the periods presented: Auction-related payment volume data prior to the first quarter of , and thus sequential growth rates prior to the second quarter of , are not available as we began tracking this data during the fourth quarter of In addition to online auction commerce, our business accounts conduct a wide variety of commercial transactions using PayPal, including the sale of goods online such as electronics and household items, the sale of services online such as web design and travel, and the sale of digital content.

Offline businesses, including lawyers, contractors and physicians, also receive payments online through PayPal.

Our personal accounts primarily use PayPal to make payments to business accounts for goods and services. We also enable "person-to-person" payments, examples of which include roommates sharing.

We are developing a multi-currency platform to enable international users to transact in local currencies, initially euros, British pounds and Canadian dollars.

Currently, residents of 39 countries have access to the PayPal network. We classify merchants in industries that historically have experienced significant charge-back rates, primarily online gaming-related service providers and online gaming merchants, as "higher risk.

In order to control the risks presented by these merchants, we research the owners of these accounts, their financial condition and their licenses to operate in their home jurisdictions, and we close the accounts of merchants that do not satisfactorily complete our review.

We charge higher fees to these merchants, ranging from 3. To date, customers have not charged-back payments to these merchants at a materially higher rate than customers making other types of payments, and the reserves that we hold have been sufficient to cover all charge-backs of payments to higher risk accounts.

The legal status of many of these higher risk accounts is uncertain, and these businesses could be prohibited or restricted from operating in the future.

If these merchants are operating illegally, we could be subject to civil or criminal prosecution. We would also lose the revenues associated with these accounts.

In the third quarter of , we developed a subscription payments feature that could prove attractive to online vendors of adult content.

We do not actively target or separately track this market, but we do not prohibit these vendors from using PayPal.

From our launch, we have grown primarily through organic, user-driven means. Each time an existing PayPal customer sends or receives funds to or from someone who has not yet registered with PayPal, the other party must open a PayPal account in order to receive or send the payment.

Thus, when a PayPal user makes an email payment to someone 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.

Similarly, when a consumer who has not yet registered with PayPal visits the website of a merchant that has integrated our Web Accept feature, the consumer opens a PayPal account from the merchant's site in order to make the purchase.

We have achieved our growth through this combination of "push"- and "pull"-driven new customer acquisition. We accelerated our natural growth with promotional bonuses, our only significant marketing expenditures.

We have continued to refine the criteria qualifying users for promotional bonuses. Our organic, user-driven growth has proven more cost-effective than traditional sales and marketing channels, such as television, radio and print advertising, or Internet-based promotional methods such as banner ads and directed email campaigns.

PayPal's account-based network enables us to detect and prevent fraud when funds enter the PayPal network, as funds move within the network and when they leave.

Striking the optimal balance between the dual objectives of controlling fraud and providing a user-friendly system will remain a key challenge for PayPal.

Our risk management techniques include the following: We are not aware of any banks having prohibited or restricted their customers from conducting transactions with PayPal, although we are aware of two incidents in which customers of a bank temporarily were unable to conduct transactions with PayPal.

These incidents, one of which involved miscoding of transactions, and the other involving suspected fraud, were resolved quickly. Our technology facilitates easy access to the PayPal website, both to acquire new customers and to allow existing ones to conduct financial transactions.

We focus much of our development efforts on creating specialized software that enhances our Internet-based customer functionality.

One of our key challenges remains building and maintaining a scalable and reliable system, capable of handling traffic and transactions for a growing customer base.

The major components of our network reside at our corporate headquarters in Palo Alto, California, at an Equinix data center in San Jose, California, and at our operations and customer support facility in Omaha, Nebraska.

We have a second data center with Exodus in Santa Clara, California. Because of the financial nature of the PayPal product, we seek to offer a high level of data security in order to build customer confidence and to protect our customers' private information.

We have designed our security infrastructure to protect data from unauthorized access, both physically and over the Internet. Our most sensitive data and hardware reside at our Equinix data center.

This data center has redundant connections to the Internet, as well as fault-tolerant power and fire suppression systems. Because of our special security needs, we house our equipment in physically secure data vaults and we tightly control physical access to our systems.

Multiple layers of network security and network intrusion detection devices further enhance the security of our systems. We segment various components of the system logically and physically from each other on our networks.

Components of the system communicate with each other via Secure Sockets Layer, or SSL, an industry standard communications security protocol, and require mutual authentication.

Access to a system component requires at least two authorized staff members simultaneously to enter secret passphrases. This procedure protects us from the unauthorized use of our infrastructure components.

Finally, we store all data we deem private or sensitive only in encrypted form in our database.

We decrypt data only on an as-needed basis, using a specially designated component of our system which requires authentication before fulfilling a decryption request.

Our primary customer service team in Omaha, Nebraska provides email and telephone customer support. We strive to maintain industry-leading standards for customer service.

On average, we respond to phone calls from business account holders in nine seconds, with only a 2.

We estimate that we resolve Our customer service needs have not grown as quickly as our user base, and we expect this trend to continue.

EPX provides the systems and services that allow us to direct transaction information to the merchant bank that provides transaction processing services to us and sponsors our acceptance of Visa cards.

In turn, EPX and the applicable bank have agreed to process properly-presented card transactions and to transfer the funds from such transactions to us on a daily basis.

EPX is also required to meet specified service levels regarding the availability, response times and security of their processing services, their settlement of funds due us, and their charge-back processing.

The contract limits the liability of EPX and the applicable bank for any breaches of the agreement to the amount of fees we have paid during the six-month period immediately prior to the event giving rise to our damages.

We pay EPX and the applicable bank a fee for each credit card authorization, as well as a fee for each completed credit card transaction.

The banks also pass through to us standard industry fees that they are charged by the card associations for issuer interchange on completed transactions, which consist of a percentage of the transaction amount.

We also are subject to additional fees if we submit less than If the dollar amount of credit card transactions that our customers charge back exceed 1.

At our current charge-back rates, we do not need to provide any funds to this reserve account. We are negotiating with Chase Merchant Services for a reduction in the amount of the reserve.

Wells Fargo also provides other services for us, including wire transfers, check printing, mailing and reconciling as well as fraud protection. Under the terms of the contract governing this relationship, neither party has given the other exclusivity in terms of services, and either party can terminate upon ten days' notice.

Pricing is schedule-based, depending on a number of factors, including domestic or international location, the total volume of payments and other factors.

We are required to keep a. The requirement is now met by pledging securities owned by PayPal and held in a brokerage account at Wells Fargo.

Although we maintain a good working relationship with Wells Fargo, we continue to examine all of our options for ACH processing, especially in terms of specialty processing such as international payments.

As we expand the ability of customers in countries outside the U. We expect to pay a transaction fee based on the country involved, the total volume of payments and other factors.

We recently launched a "virtual" debit card which allows any customer with a PayPal account balance to use that balance at online merchants that accept MasterCard.

Under the terms of the contract governing this relationship, First Data agreed to certain minimum uptime and other detailed service level requirements.

We, in turn, agreed to use First Data exclusively for processing of debit card transactions. We also agreed to remain eligible for sponsorship by a "sponsor bank," which is, in our case, BankOne Indiana, N.

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.

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